As filed with the Securities and Exchange Commission on May 26, 1998
Registration No. 333-_____
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
____________________
USW-C, INC.
(to be renamed "U S WEST, Inc.")
(Exact name of registrant as specified in its charter)
Delaware 84-0953188
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1801 California Street
Denver, Colorado 80202
(303) 672-2700
(Address, zip code, telephone number, and area code, of registrant's principal
executive offices)
____________________
U S WEST, INC. LONG-TERM INCENTIVE PLAN
(Full title of the Plan)
____________________
Thomas O. McGimpsey, Esq.
USW-C, Inc.
1801 California Street
Denver, Colorado 80202
(303) 793-6676
(Name, address, zip code, telephone number and area code, of agent for service)
____________________
CALCULATION OF REGISTRATION FEE
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Title of each class of Amount to Proposed maximum offering Proposed maximum Amount of
securities to be registered be registered price per share aggregate offering price registration fee (1)
- -------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value (2) 1,000,000 $50.3750 $50,375,000 $14,860
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(1) The registration fee for all securities registered hereby, $14,860, has
been calculated as follows: 0.000295 of $50.3750 (the average of the high
and low prices of U S WEST Communications Group Common Stock of U S WEST,
Inc. reported in the consolidated reporting system of the New York Stock
Exchange on May 18, 1998) multiplied by 1,000,000 shares of Common Stock
being registered hereby.
(2) Includes Stock Purchase Rights which, prior to the occurrence of certain
events, will not be exercisable separately from the Common Stock.
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GENERAL
This Registration Statement on Form S-8 for USW-C, Inc., a Delaware
corporation (the "Registrant"), is filed in connection with the Separation (as
defined below). The Separation and the transactions related thereto are more
fully described in the Registrant's Registration Statement on Form S-4 filed
with the Securities and Exchange Commission (File No. 333-45765) on February 6,
1998, as amended.
This Plan is effective only upon consummation of the separation of U S
WEST, Inc. into two independent companies (the "Separation"). U S WEST, Inc.
currently conducts its business through two groups, the U S WEST Communications
Group and the U S WEST Media Group. Upon consummation of the Separation,
USW-C, Inc. (to be renamed "U S WEST, Inc." at Separation) will become a
separately-traded company and will conduct the business of the U S WEST
Communications Group and the domestic directories business of the U S WEST
Media Group. The Separation is expected to occur in June of 1998.
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
Note: The document(s) containing the information concerning the Plan
required by Item 1 of Form S-8 and the statement of availability of registrant
information, Plan information and other information required by Item 2 of Form
S-8 will be sent or given to employees as specified by Rule 428. In accordance
with Rule 428 and the requirements of Part I Form S-8, such documents are not
being filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. USW-C, Inc. (to be renamed "U S WEST, Inc.")
shall maintain a file of such documents in accordance with the provisions of
Rule 428. Upon request , USW-C, Inc. shall furnish the Commission or its staff
a copy or copies of any or all documents included in such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by USW-C, Inc., a Delaware
corporation ("USW-C" or the "Company") and its predecessor U S WEST, Inc., a
Delaware corporation ("U S WEST ") with the Commission (File Nos. 1-14807 and
1-8611) and are incorporated herein by reference: (i) U S WEST's Annual Report
on Form 10-K for the year ended December 31, 1997, as amended by Form 10-K/A
filed April 13, 1998; (ii) U S WEST's Current Reports on Form 8-K dated January
29, 1998, February 17, 1998, March 25, 1998 (as amended by Form 8-K/A filed
April 13, 1998), April 17, 1998 and May 5, 1998; (iii) U S WEST's Proxy
Statement on Schedule 14A filed April 20, 1998; (iv) the description of Common
Stock and preferred stock
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purchase rights of USW-C contained in USW-C's Registration Statement on Form
8-A filed on May 1, 1998 (as amended by Form 8-A/A filed May 12, 1998) and
USW-C's Registration Statement on Form 8-A filed May 12, 1998; (v) USW-C's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1998 and (vi)
USW-C's Current Report on Form 8-K dated May 15, 1998.
All documents filed by USW-C pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
subsequent to the date of this registration statement and prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein or in
any other subsequently filed document, which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.
Item 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered hereby is registered under Section
12 of the Exchange Act.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL") permits
USW-Cs board of directors to indemnify any person against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with any threatened, pending or
completed action, suit or proceeding in which such person is made a party by
reason of his or her being or having been a director, officer, employee or
agent of USW-C, in terms sufficiently broad to permit such indemnification
under certain circumstances for liabilities (including reimbursement for
expenses incurred) arising under the Securities Act of 1933, as amended (the
"Securities Act"). The statute provides that indemnification pursuant to its
provisions is not exclusive of other rights of indemnification to which a
person may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.
USW-C's Restated Certificate of Incorporation and Bylaws provide for
indemnification of its directors and officers to the fullest extent permitted
by law.
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As permitted by Section 102 of the DGCL, USW-C's Restated Certificate of
Incorporation eliminates a director's personal liability for monetary damages
to USW-C and its stockholders arising from a breach or alleged breach of a
director's fiduciary duty except for liability under Section 174 of the DGCL,
for liability for any breach of the director's duty of loyalty to USW-C or its
stockholders, for act or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law or for any transaction
which the director derived an improper personal benefit.
The directors and officers of USW-C are covered by insurance policies
indemnifying them against certain liabilities, including certain liabilities
arising under the Securities Act, which might be incurred by them in such
capacities and against which they cannot be indemnified by USW-C.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
Item 8. EXHIBITS.
Exhibits identified in parentheses below are on file with the SEC, and are
incorporated herein by reference to such previous filings.
Exhibit
Number Description
- ------- -----------
(2) Form of Separation Agreement between U S WEST, Inc. (to be renamed
MediaOne Group, Inc.) and USW-C, Inc. (to be renamed U S WEST, Inc.)
(Exhibit 2 to Registration Statement No. 333-45765).
(3-A) Restated Certificate of Incorporation of USW-C, Inc. (Exhibit 3-A to
Registration Statement No. 333-45765).
(3-B) Amended and Restated Bylaws of USW-C, Inc. (Exhibit 3-B to Registration
Statement No. 333-45765).
(4) Form of Rights Agreement between USW-C, Inc., a Delaware corporation,
and State Street Bank and Trust Company, as Rights Agent (Exhibit 4-A to
Registration Statement No. 333-45765).
5 Opinion of Thomas O. McGimpsey, Corporate Counsel and Assistant
Secretary of USW-C, Inc., regarding the legality of the Securities being
registered.
23-A Consent of Arthur Andersen LLP.
23-B Consent of Coopers & Lybrand L.L.P.
4
23-C The Consent of Thomas O. McGimpsey, Corporate Counsel and Assistant
Secretary of USW-C, Inc., is included in the opinion of counsel filed as
Exhibit 5.
24 Powers of Attorney executed by directors and officers who signed this
registration statement.
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Item 9. UNDERTAKINGS.
(a) Rule 415 Offerings.
USW-C hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
(b) Filings Incorporating Subsequent Exchange Act Documents by Reference.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.
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(c) Form S-8 Undertakings.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
USW-C, Inc. certifies that it has reasonable grounds to believe that it meets
all 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 Englewood, State of Colorado, on the 26th day
of May, 1998.
USW-C, Inc.
By: /s/ THOMAS O. MCGIMPSEY
--------------------------------
Thomas O. McGimpsey
ASSISTANT SECRETARY
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
PRINCIPAL EXECUTIVE OFFICER:
/s/ SOLOMON D. TRUJILLO* President and Chief Executive Officer
- ----------------------------------
Solomon D. Trujillo
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:
/s/ ALLAN R. SPIES* Executive Vice President and Chief
- ---------------------------------- Financial Officer
Allan R. Spies
DIRECTOR:
/s/ SOLOMON D. TRUJILLO*
- ----------------------------------
Solomon D. Trujillo
*By: /s/ THOMAS O. MCGIMPSEY
------------------------------
Thomas O. McGimpsey
ASSISTANT SECRETARY
ATTORNEY-IN-FACT
Dated: May 26, 1998
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EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
(2) Form of Separation Agreement between U S WEST, Inc. (to be renamed
Media One Group, Inc.) and USW-C, Inc. (to be renamed U S WEST, Inc.)
(Exhibit 2 to Registration Statement No. 333-45765).
(3-A) Restated Certificate of Incorporation of USW-C, Inc. (Exhibit 3-A to
Registration Statement No. 333-45765).
(3-B) Amended and Restated Bylaws of USW-C, Inc. (Exhibit 3-B to
Registration Statement No. 333-45765).
(4) Form of Rights Agreement between USW-C, Inc., a Delaware corporation,
and State Street Bank and Trust Company, as Rights Agent (Exhibit 4-A
to Registration Statement No. 333-45765).
5 Opinion of Thomas O. McGimpsey, Corporate Counsel and Assistant
Secretary of USW-C, Inc., regarding the legality of the securities
being registered.
23-A Consent of Arthur Andersen LLP.
23-B Consent of Coopers & Lybrand L.L.P.
23-C Consent of Thomas O. McGimpsey, Corporate Counsel and Assistant
Secretary of USW-C, Inc., is included in the opinion of counsel filed
as Exhibit 5.
24 Powers of Attorney executed by directors and officers who signed this
registration statement.
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