SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 17, 2003
Level 3 Communications, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 47-0210602
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1025 Eldorado Blvd., Broomfield, Colorado 80021
(Address of principal executive offices) (Zip code)
720-888-1000
(Registrant's telephone number including area code)
Not applicable
(Former name and former address, if changed since last report)
Item 5. Other Events and Regulation FD Disclosure
New Director
Effective February 17, 2003, John T. Reed has joined the Registrant's Board
of Directors (the "Board"), bringing the total number of directors serving on
the Board to thirteen (13). Mr. Reed is joining the Board as a Class III
director. The term of all Class III directors will expire at the 2003 Annual
Meeting of Stockholders.
Outperform Stock Options
Effective on February 17, 2003, the Board, acting through the Compensation
Committee of the Board, determined that the irrevocable waiver by the
registrant's Group Vice Presidents and each of the members of the Board of their
respective rights to exercise any Outperform Stock Options ("OSOs") or
Convertible Outperform Stock Options ("C-OSOs") granted to them during 2001 and
the first quarter of 2002 would be modified to permit the exercise of OSOs or
C-OSOs granted to them during 2001 and the first quarter of 2002 up to an
aggregate of 500,000 shares of the registrant's common stock, par value $.01 per
share (the "Level 3 Common Stock"). Mr. James Q. Crowe's waiver of his right to
exercise any OSOs or C-OSOs, however, remains in place without modification.
These irrevocable waivers were initially granted by the Company's Group
Vice Presidents and members of the Board in the spring of 2002. In the Company's
definitive proxy statement for the 2002 Annual Meeting of Stockholders, the
Company indicated that although the Company believes that the existing grants of
long term incentive ("LTI") compensation awards were necessary to attract,
retain, motivate and reward the people necessary to implement the Company's
business plan, the Board believes that these levels of LTI compensation awards
could, in the case of relatively strong common stock price growth (that is,
stock price appreciation that is in excess of at least 100% per year from
current price levels), lead to the need to use a significant amount of the
Company's available cash for the settlement of OSO exercises. The waivers of the
right to exercise OSOs and C-OSOs were granted in response to this possibility.
In its definitive proxy statement, the Company also stated that although these
waivers were granted without any conditions, the Board reserved the right to
modify or terminate these waivers, in whole or in part, in its sole discretion,
based on among other factors, the rate at which employees exercise awards issued
under the Company's 1995 Stock Plan, the rates of employee attrition, or a
combination of these factors or other relevant factors, in determining whether
to modify or terminate, in whole or in part, these waivers over time.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of business acquired
None
(b) Pro forma financial information
None
(c) Exhibits
None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Level 3 Communications, Inc.
February 20, 2003 By: /s/ Neil J. Eckstein
Date Neil J. Eckstein, Vice President