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): May 15, 2006
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)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry Into a Material Definitive Agreement
On May 15, 2006, at the 2006 Annual Meeting of Stockholders of Level 3
Communications, Inc. ("Level 3"), our stockholders approved an amendment to the
Level 3 1995 Stock Plan (Amended and Restated April 1, 1998) to extend the term
of that plan by five years. The 1995 Stock Plan will now expire on the fifteenth
anniversary of the effective date of the plan or September 25, 2010. The 1995
Stock Plan as amended is attached to this Form 8-K as Exhibit 10.1 and
incorporated herein by reference as if set forth in full.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On May 15, 2006, at the Level 3 2006 Annual Meeting of Stockholders, our
stockholders approved an amendment to the Level 3 Restated Certificate of
Incorporation to increase the number of authorized shares of common stock, par
value $.01 per share that Level 3 is authorized to issue from 1.5 billion to
2.25 billion. In addition, at the Annual Meeting, the Level 3 stockholders
approved an amendment to the Level 3 Restated Certificate of Incorporation to
declassify the Level 3 Board of Directors. The descriptions of the provisions of
the Certificate of Amendment are qualified in their entirety by reference to the
copy of the Certificate of Amendment filed as Exhibit 3(i) to this Form 8-K,
which is incorporated by reference as if set forth in full. In addition, the
Level 3 Restated Certificate of Incorporation as in effect on May 15, 2006 prior
to the filing of the Certificate of Amendment is filed as Exhibit 3(i) to this
Form 8-K and incorporated by reference as if set forth in full.
On May 15, 2006, the Board of Directors of Level 3 amended and restated the
Level 3 By-laws. These changes generally relate to:
o referencing our new registered agent for service of process in the State of
Delaware;
o conforming changes necessitated by the staged elimination of the classified
Board structure;
o allowing Level 3 to pursue the elimination of paper stock certificates,
which is an initiative that the SEC is advocating public companies
implement;
o including references to the written charters of the various Board of
Directors committees and the ability of the committees to delegate
authority to members of management; and
o certain other conforming or clean-up changes.
The descriptions of the changes to the Level 3 By-laws are qualified in their
entirety by reference to the copy of the Amended and Restated By-laws filed as
Exhibit 3(ii) to this Form 8-K, which is incorporated by reference as if set
forth in full.
Item 8.01 Other Events
See information reported under Item 5.03.
On May 15, 2006, Level 3 issued a press release announcing the results of the
Level 3 2006 Annual Meeting of Stockholders. This press release is filed as
exhibit 99.1 to this Current Report and is incorporated by reference as if set
forth in full.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of business acquired
None
(b) Pro forma financial information
None
(c) Shell company transactions
None
(d) Exhibits
3(i) Certificate of Amendment to the Level 3 Communications, Inc. Certificate of
Incorporation and the Level 3 Communications, Inc. Restated Certificate of
Incorporation.
3(ii) Amended and Restated By-laws of Level 3 Communications, Inc.
10.1 1995 Stock Plan (Amended and Restated April 1, 1998) as amended as of May
15, 2006.
99.1 Press release dated May 15, 2006, announcing the results of the Level 3
Communications, Inc. 2006 Annual Meeting of Stockholders.
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.
May 17, 2006 By: /s/ Neil J. Eckstein
Date Neil J. Eckstein, Senior Vice President