As
filed with the Securities and Exchange Commission on July 1,
2009.
|
Registration
No. 333-___________
|
Louisiana
(State
or other jurisdiction of
incorporation
or organization)
|
72-0651161
(I.R.S.
Employer Identification No.)
|
100
CenturyTel Drive
Monroe,
Louisiana
(Address
of Principal Executive Offices)
|
71203
(Zip
Code)
|
Title
of securities to be registered
|
Amount
(number of
shares)
to be registered(1)
|
Proposed
maximum
offering
price per share(4)
|
Proposed
maximum
aggregate
offering price(4)
|
Amount
of
registration
fee(5)
|
Common Stock (par value
$1 per share)
Amended
& Restated Embarq Corporation
2006 Equity Incentive Plan
Embarq
Corporation 2008 Equity Incentive Plan and the Amended and Restated Embarq
Corporation 2006 Equity Incentive Plan
|
5,177,337(2)
22,877,372(3)
|
$37.18
$31.65
|
$192,493,390
$724,068,824
|
$10,741
$40,404
|
Total
|
28,054,709
|
$916,562,214
|
$51,145
|
|
(1)
Upon a stock split, stock dividend, or similar transaction in the
future during the effectiveness of this Registration Statement and
involving our Common Stock, the number of shares registered shall be
automatically increased to cover the additional securities in accordance
with Rule 416(a) under the Securities Act of 1933, as amended (the
“Securities Act”).
(2)
Represents shares of our Common Stock issuable under outstanding
stock options granted under the Amended and Restated Embarq Corporation
2006 Equity Incentive Plan (the “2006 Plan”), which we assumed in
connection with the merger (the “Merger”) of the Registrant and Embarq
Corporation. The Merger closed on July 1, 2009.
(3)
Represents (i) 2,327,372 shares of our Common Stock issuable under
outstanding restricted stock units granted under the 2006 Plan and the
Embarq Corporation 2008 Equity Incentive Plan (the “2008 Plan”), which we
assumed in connection with the Merger, and (ii) up to 20,550,000 shares
remaining available for future grant under the 2008 Plan, which we assumed
in connection with the Merger.
(4)
Estimated solely for the purpose of calculating the registration
fee as follows: (a) with respect to shares issuable under
outstanding stock options being assumed, under Rule 457(h) under the
Securities Act, on the basis of the weighted average exercise price of the
outstanding options on July 1, 2009; and (b) with respect to (i) shares
issuable under restricted stock units being assumed and (ii) the shares
remaining available for issuance under the 2008 Plan, under Rule 457(c)
under the Securities Act, on the basis of the average of the high and low
price per share of our Common Stock on the New York Stock Exchange on June
29, 2009.
(5)
These shares were included in our Registration Statement on Form
S-4 (File No. 333-155521) filed under the Securities Act with the
Securities and Exchange Commission on November 20, 2008 and as amended by
Amendment No. 1 filed on December 22, 2008; therefore, these shares are
being carried forward from that prior Registration
Statement. Accordingly, no additional filing fee is
required.
|
|
5
|
Opinion
of Jones, Walker, Waechter, Poitevent, Carrère & Denègre,
L.L.P.
|
|
23.1
|
Consent
of KPMG LLP.
|
|
23.2
|
Consent
of Jones, Walker, Waechter, Poitevent, Carrère & Denègre, L.L.P.
(included in Exhibit 5).
|
|
24
|
Powers
of Attorney pursuant to which this Registration Statement has been signed
on behalf of certain of our officers and directors (included in the
signature pages of this Registration
Statement).
|
|
99.1
|
Amended
& Restated Embarq Corporation 2006 Equity Incentive
Plan.
|
|
99.2
|
Embarq
Corporation 2008 Equity Incentive
Plan.
|
CENTURYTEL,
INC.
|
|
By:
/s/ Glen F.
Post, III
|
|
Glen
F. Post, III
|
|
President,
Chief Executive Officer,
|
|
and
Director
|
|
Signature
|
Title
|
|
/s/ Glen F. Post,
III
Glen
F. Post, III
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President,
Chief Executive Officer,
and
Director
(Principal Executive
Officer)
|
|
/s/ R. Stewart Ewing,
Jr.
R.
Stewart Ewing, Jr.
|
Executive
Vice President, Chief Financial Officer, and Assistant
Secretary
(Principal Financial
Officer)
|
|
/s/ Neil A.
Sweasy
Neil
A. Sweasy
|
Vice
President and Controller
(Principal Accounting
Officer)
|
|
/s/ William A.
Owens
William
A. Owens
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Chairman
of the Board
|
|
S-1
|
||
/s/ Thomas A.
Gerke
Thomas
A. Gerke
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Vice
Chairman
|
|
/s/ Harvey P.
Perry
Harvey
P. Perry
|
Vice
Chairman
|
|
/s/ Virginia
Boulet
Virginia
Boulet
|
Director
|
|
/s/ Peter C.
Brown
Peter
C. Brown
|
Director
|
|
/s/ Steven A.
Davis
Steven
A. Davis
|
Director
|
|
/s/ Richard A.
Gephardt
Richard
A. Gephardt
|
Director
|
|
/s/ W. Bruce
Hanks
W.
Bruce Hanks
|
Director
|
|
/s/ Gregory J.
McCray
Gregory
J. McCray
|
Director
|
|
/s/ C. G. Melville,
Jr.
C.
G. Melville, Jr.
|
Director
|
|
/s/ Fred R.
Nichols
Fred
R. Nichols
|
Director
|
|
/s/ Stephanie M.
Shern
Stephanie
M. Shern
|
Director
|
|
/s/ Laurie A.
Siegel
Laurie
A. Siegel
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Director
|
|
/s/ Joseph R.
Zimmel
Joseph
R. Zimmel
|
Director
|
|
5
|
Opinion
of Jones, Walker, Waechter, Poitevent, Carrère & Denègre,
L.L.P.
|
|
23.1
|
Consent
of KPMG LLP.
|
|
23.2
|
Consent
of Jones, Walker, Waechter, Poitevent, Carrère & Denègre, L.L.P.
(included in Exhibit 5).
|
|
24
|
Powers
of Attorney pursuant to which this Registration Statement has been signed
on behalf of certain of our officers and directors (included in the
signature pages of this Registration
Statement).
|
|
99.1
|
Amended
& Restated Embarq Corporation 2006 Equity Incentive
Plan.
|
|
99.2
|
Embarq
Corporation 2008 Equity Incentive
Plan.
|