1 As filed with the Securities and Exchange Commission on January 10, 2000 Registration No. 333-66361 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- IXC COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) ---------- Delaware 74-2644120 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1122 Capital of Texas Highway South Austin, Texas 78746 (512) 328-1112 (Address of Principal Executive Offices) ---------- IXC COMMUNICATIONS, INC. 1998 STOCK PLAN IXC COMMUNICATIONS, INC. OUTSIDE DIRECTORS' PHANTOM STOCK PLAN (Full title of the plans) ---------- Kevin W. Mooney Chief Financial Officer IXC Communications, Inc. 1122 Capital of Texas Highway South Austin, Texas 78746 (512) 328-1112 (Name, address, including zip code, and telephone number, including area code, of agent for service) ---------- COPIES TO: Karen C. Goodin, Esq. Riordan & McKinzie 600 Anton Boulevard, Suite 1800 Costa Mesa, California 92626-1924 (714) 433-2900 2 EXPLANATORY NOTE On October 30, 1998 the Registrant registered 3,200,000 shares of its common stock ("IXC Common Stock") on Form S-8 (File No. 333-66361) (the "Registration Statement") to be issued from time to time under the Registrant's 1998 Stock Plan and the Registrant's Outside Directors' Phantom Stock Plan (collectively, the "Plans"). Pursuant to the terms of the Agreement and Plan of Merger dated as of July 20, 1999, as amended (the "Merger Agreement"), among Cincinnati Bell Inc., doing business as Broadwing Inc. ("BW"), Ivory Merger Inc., a wholly owned subsidiary of BW ("Merger Sub"), and the Registrant, on November 9, 1999, Merger Sub merged (the "Merger") with and into the Registrant and, as a result of the Merger, BW owns all the outstanding common stock of the Registrant. In connection with the Merger, (i) all outstanding shares of IXC Common Stock were converted into the right to receive shares of BW common stock on such terms and conditions as set forth in the Merger Agreement and (ii) all outstanding options issued pursuant to the Plans are no longer exercisable for IXC Common Stock, but instead, constitute options to acquire BW common stock on such terms and conditions as set forth in the Merger Agreement. The purpose of this Post-Effective Amendment No. 1 to the Registration Statement is to terminate the Registration Statement and to deregister the 3,118,875 shares of IXC Common Stock originally registered thereby which remain unsold as of such termination. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Cincinnati, State of Ohio, on January 7, 2000. IXC COMMUNICATIONS, INC. By: /s/ Kevin W. Mooney ----------------------------------- Kevin W. Mooney Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated: Signature Title Date --------- ----- ---- /s/ Richard G. Ellenberger Director and Chief Executive Officer January 7, 2000 - ---------------------------------------- (Principal Executive Officer) Richard Ellenberger /s/ Kevin W. Mooney Chief Financial Officer January 7, 2000 - ---------------------------------------- (Principal Financial Officer and Kevin W. Mooney Principal Accounting Officer)