CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES
UNITED STATES
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): April 1, 2007
Level 3 Communications, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 0-15658 47-0210602
(State or other (Commission File (IRS employer
jurisdiction of incorporation) Number) 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 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Level 3 Communications, Inc. or Level 3 has revised its agreement for its
outperform stock options or OSOs issued to its employees on or after April 1,
2007.
Pursuant to the terms of this agreement, we have made changes to the terms
of the OSOs, but not the mechanics for determining the value of an OSO on the
date of settlement. Beginning in April 2007, OSOs awarded by Level 3 will have a
three year life and will vest 100% on the third anniversary of the date of the
award and will fully settle on that date. In other words, recipients of these
OSOs will not be able to voluntarily exercise the OSOs as they will settle
automatically with value on the third anniversary of the date of the award or
expire without value on that date. This type of instrument is sometimes referred
to as a "European style option." As mentioned above, the same mechanics for OSO
valuations for awards made prior to April 2007 will be used for OSOs issued
beginning April 1, 2007, except that all calculations will be completed one time
on the settlement date for OSOs issued beginning April 1, 2007. The Compensation
Committee of the Level 3 Board of Directors felt that this change provided a
potentially longer holding period and better alignment of Level 3's long term
incentive program with the interests of Level 3's stockholders. In addition, the
Compensation Committee believes that with these modifications that the program
may be more easily understood and valued by both our employees and investors.
The following awards of OSOs were made to the Level 3 Named Executive
Officers from 2005 and Mr. Sunit S. Patel, Level 3's chief financial officer,
effective April 1, 2007. The initial strike price for these OSO awards was
$6.10.
James Q. Crowe 130,824
Kevin J. O'Hara 65,412
Thomas C. Stortz 41,864
Charles C. Miller, III 52,332
Sunit S. Patel 39,248
Mr. Keith Coogan, a named executive officer in 2005, is no longer an
employee of Level 3.
The form of agreement is filed as Exhibit 10.1 to this Current Report and
is incorporated by reference as if set forth in full.
Level 3 has revised its agreement for restricted stock units issued on or
after April 1, 2007. The modifications to this agreement relate to the mechanics
for how Level 3 may facilitate the issuance of shares upon restrictions lapsing
on a "net" basis to reflect the withholding of shares to satisfy applicable
withholding taxes.
The following awards of RSUs were made to the Level 3 Named Executive
Officers from 2005 and Mr. Sunit S. Patel, Level 3's chief financial officer,
effective April 1, 2007.
James Q. Crowe 196,236
Kevin J. O'Hara 98,118
Thomas C. Stortz 62,796
Charles C. Miller, III 78,498
Sunit S. Patel 58,872
Mr. Keith Coogan is no longer an employee of Level 3.
The form of agreement is filed as Exhibit 10.2 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
10.1 Form of OSO Master Award Agreement
10.2 Form of Amended Master Deferred Issuance Stock Agreement
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, hereunto duly authorized.
Level 3 Communications, Inc.
By: /s/ Neil J. Eckstein
Neil J. Eckstein, Senior Vice President
Date: April 5, 2007