Amended Securities Registration (section 12(b)) (8-a12b/a)
November 27 2020 - 3:25PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
(Amendment No. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
CENTURYLINK,
INC.
(Exact name of registrant as specified in its charter)
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Louisiana
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72-0651161
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(State or other jurisdiction of incorporation)
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(I.R.S. Employer Identification No.)
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100 CenturyLink Drive
Monroe, Louisiana
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71203
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(Address of principal executive offices)
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(Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
to be so registered
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Name of each exchange on which
each class is to be so registered
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Series CC Junior Participating Preferred Stock Purchase Rights
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New York Stock Exchange
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c) or (e), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐
If this
form relates to the registration of a class of securities concurrently with a Regulation A Offering, check the following box. ☐
Securities Act registration statement or Regulation A offering statement file number to which this form relates (if applicable):
N/A
Securities to be
registered pursuant to Section 12(g) of the Act:
None.
Item 1.
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Description of Registrants Securities to be Registered.
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This Form 8-A/A (Amendment No. 1) amends the Registration Statement on Form 8-A filed by CenturyLink, Inc. (the Company) with the Securities and Exchange Commission (the SEC) on March 11, 2019 (the Registration Statement), relating to
the Section 382 Rights Agreement (the Original Plan) by and between the Company and Computershare, Inc., as rights agent. Such Registration Statement is hereby incorporated herein by reference.
On May 9, 2020, the Company entered into an amendment and restatement of the Original Plan (as so amended and restated, the Amended
and Restated Rights Plan) to (i) allow STT Crossing Ltd. and its affiliates to acquire a relatively small percentage of additional shares of the Companys outstanding common stock subject to certain terms and conditions contained
therein and (ii) make certain other ministerial, clarifying and conforming changes.
On November 20, 2020, the Company entered
into that certain First Amendment to be effective as of December 1, 2020 (the First Amendment) to the Companys Amended and Restated Rights Plan. The First Amendment (i) extends the expiration date of the Amended and
Restated Plan from December 1, 2020 to December 1, 2023; (ii) provides for early termination of the Amended and Restated Plan if the Company fails to obtain shareholder approval of the First Amendment by December 1, 2021; (iii)
removes certain procedural requirements governing additional acquisitions of the Companys common stock by STT Crossing Ltd. and its affiliates; and (iv) otherwise retains all other terms and provisions of the Amended and Restated Plan,
including certain other specified early termination events and the rights $28 per unit purchase price.
The foregoing summary
description of the First Amendment is intended to provide a general description only, does not purport to be complete and is qualified in its entirety by reference to the complete text of the First Amendment, a copy of which is incorporated by
reference as Exhibit 4.2 hereto. The Amended and Restated Plan is described in, and included as an exhibit to, the Companys below-referenced Current Report on Form 8-K filed with the SEC on May 10,
2019.
The documents listed below are filed as exhibits to this Registration Statement:
EXHIBIT INDEX
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Exhibit No.
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Description
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3.1
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Composite Amended and Restated Articles of Incorporation of CenturyLink, Inc., as amended through May 22, 2019 (incorporated by reference to Exhibit 3.1 to CenturyLink, Inc.s Quarterly Report on Form 10-Q (File No. 001-07784) filed with the Securities and Exchange Commission on August 8, 2019).
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3.2
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Bylaws of CenturyLink, Inc., as amended and restated through August 24, 2017 (incorporated by reference to Exhibit 3.1 of CenturyLink, Inc.s Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on August 24, 2017).
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4.1
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Amended and Restated Section 382 Rights Agreement, dated May 9, 2019, by and between CenturyLink, Inc. and Computershare Trust Company, N.A., as rights agent (incorporated by reference to Exhibit 4.1 of CenturyLink,
Inc.s Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on May 10, 2019).
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4.2
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First Amendment to the Amended and Restated Section 382 Rights Agreement, effective as of December 1, 2020, by and between CenturyLink, Inc. and Computershare Trust Company, N.A., as rights agent (incorporated by reference
to Exhibit 4.1 to CenturyLink, Inc.s Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on November 25,
2020).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
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CENTURYLINK, INC.
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Date: November 27, 2020
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By:
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/s/ Eric J. Mortensen
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Eric J. Mortensen
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Senior Vice President and Controller
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