files8ds.htm
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As
filed with the Securities and Exchange Commission on April 9,
2008.
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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
__________
CenturyTel,
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
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(I.R.S.
Employer
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of
incorporation or organization)
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Identification
No.)
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100
CenturyTel Drive
Monroe,
Louisiana 71203
(Address,
including zip code, of
Principal
Executive Offices)
CenturyTel,
Inc. Supplemental Dollars & Sense Plan
(Full
title of the plan)
__________
Stacey
W. Goff
Senior
Vice President, General Counsel and Secretary
CenturyTel,
Inc.
100
CenturyTel Drive
Monroe,
Louisiana 71203
(318)
388-9500
(Name,
address, including zip code, and telephone number,
including
area code, of agent for service)
Copy
to:
Margaret
F. Murphy
Jones,
Walker, Waechter, Poitevent, Carrère & Denègre, L.L.P.
201
St. Charles Avenue
New
Orleans, Louisiana 70170-5100
CALCULATION
OF REGISTRATION FEE
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Title
of securities
to
be registered
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Amount
to
be
registered
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Proposed
maximum offering price per share
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Proposed
maximum aggregate offering price
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Amount
of
registration
fee
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Deferred
Compensation Obligations(1)(2)
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$6,000,000
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100%
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$6,000,000
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$235.80
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(1)
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The
Deferred Compensation Obligations are unsecured obligations of CenturyTel,
Inc. to pay deferred compensation in the future in accordance with the
terms of the CenturyTel, Inc. Supplemental Dollars & Sense
Plan.
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(2)
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CenturyTel,
Inc. previously registered $2,500,000 and $6,000,000 of Deferred
Compensation Obligations on Form S-8 (Registration Nos. 333-91351 and
333-105090, respectively) with the Securities and Exchange
Commission. The form of prospectus most currently distributed
to participants under such prior registration statements shall also
constitute the prospectus for this registration
statement.
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PART
I
Not
Applicable.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation
of Documents by Reference.
The
following documents, which have been filed by CenturyTel, Inc. (the “Company” or
the “Registrant”) with the Securities and Exchange Commission (the
“Commission”), are incorporated herein by reference:
(a) The
Company’s latest Annual Report on Form 10-K filed pursuant to Section 13 of the
Securities Exchange Act of 1934 (the “Exchange Act”);
(b) All other
reports filed by the Company with the Commission pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the Annual
Report referred to in (a) above;
All
documents filed by the Company with the Commission pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
hereto that indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold shall, except to the extent
otherwise provided by Regulation S-K or any other rule promulgated by the
Commission, be deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of such
documents. Any statements contained in a document incorporated or
deemed to be incorporated by reference shall be deemed to be modified or
superseded to the extent that a statement contained herein or in any other
document subsequently filed or incorporated by reference herein modifies or
supersedes such statement. Any 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
following description of the securities offered hereby is qualified by reference
to the Registrant’s Supplemental Dollars & Sense Plan (the “Plan”), filed as
an exhibit to this Registration Statement.
Under the
Plan, the Registrant will provide eligible employees with the opportunity to
defer a specified percentage of their future cash compensation. The
obligations of the Registrant under the Plan, as described below (collectively,
the “Obligations”), will be unsecured general obligations of the Registrant to
pay the deferred compensation in the future in accordance with the terms of the
Plan, and will rank equally with other unsecured and unsubordinated indebtedness
of the Registrant from time to time outstanding and payable from the general
assets of the Registrant.
The
amount of salary and bonus to be deferred by each participating employee (a
“Participant”) and the related matching contribution of the Participant’s
employer will be determined in accordance with the Plan based on elections by
each Participant. This Registration Statement relates to $6,000,000
in deferred compensation. Each Obligation will be treated as invested
in one or more investment funds chosen by each Participant from a list of
investment funds designated by the Company. The Obligations will be
adjusted to reflect the investment experience, whether positive or negative, of
the selected investment fund(s), including any appreciation or
depreciation. The Obligations will be payable to participants upon
termination of employment.
The Plan
is not required to be funded and the amount of compensation deferred by each
Participant is subject to all the risks of the Registrant’s business and may be
deposited, invested or expended in any manner whatsoever by the
Registrant. The Registrant has chosen to establish a "rabbi trust"
(the "Trust") for the purpose of funding the Obligations and T. Rowe Price Trust
Company currently serves as trustee. Participants and their
beneficiaries, however, have no secured interest or special claim to the assets
of the trust, which are subject to the payment of claims of creditors of the
Company upon the insolvency or bankruptcy of the Company.
The
Obligations are not subject to redemption, in whole or in part, prior to payment
following termination of employment of Participants, although the Obligations
could be redeemed in case of termination of the Plan. The Registrant
reserves the right to amend or terminate the Plan at any time, except that no
such amendment or termination shall impair the rights of a Participant
previously accrued.
The
Obligations are not convertible into another security of the
Registrant. The Obligations will not have the benefit of any
affirmative or negative covenant on the part of the Registrant. The
trustee of the Trust does not have the authority to take action with respect to
the Obligations and each Participant will be responsible for acting
independently with respect to, among other things, the making of elections and
the giving of notices.
Item
5. Interests
of Named Experts and Counsel.
Not
applicable.
Item
6. Indemnification
of Directors and Officers.
Section
83 of the Louisiana Business Corporation Law provides, in part, that the Company
may indemnify any of its directors, officers, employees or agents against
expenses (including attorneys’ fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with any
action, suit or proceeding to which he is or was a party or is threatened to be
made a party (including any action by or in the right of the Company) if such
action arises out of his acts on the Company’s behalf, and he acted in good
faith not opposed to the Company’s best interests, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The Company has the power to obtain and maintain
insurance, or to create a form of self-insurance, on behalf of any person who is
or was acting for the Company, regardless of whether the Company has the legal
authority to indemnify the insured person against such liability.
Article
II, Section 10 of the Company’s by-laws (the “indemnification by-law”) provides
for mandatory indemnification for its current or former directors and officers
to the fullest extent permitted by Louisiana law.
The
Company’s Articles of Incorporation authorize the Company to enter into
contracts with its directors and officers providing for indemnification to the
fullest extent permitted by law. The Company has entered into
indemnification contracts providing its directors and officers the procedural
and substantive rights to indemnification currently set forth in the
indemnification by-law (“indemnification contracts”). The right to
indemnification provided by an indemnification contract applies to all covered
claims, whether such claims arose before or after the effective date of the
contract.
The
Company maintains an insurance policy covering the liability of its directors
and officers for actions taken in their official capacities. The
indemnification contracts provide that, to the extent insurance is reasonably
available, the Company will maintain comparable insurance coverage for each
contracting party as long as he serves as an officer or director and thereafter
for so long as he is subject to possible personal liability for actions taken in
such capacity. The indemnification contracts also provide that if the
Company does not maintain comparable insurance, the Company will hold harmless
and indemnify a contracting party to the full extent of the coverage that would
otherwise have been provided for his benefit.
Item
7. Exemption
From Registration Claimed.
Not
applicable.
Item
8. Exhibits.
4.
Supplemental Dollars & Sense Plan (incorporated by reference to Exhibit
10.3(c) of the Registrant’s Annual Report on Form 10-K for the year ended
December 31, 2007).
5.1 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 5.1).
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Power of Attorney (included in the signature pages of this Registration
Statement).
Item
9. Undertakings.
(a) The
undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made and to the
extent required by the Securities Act of 1933 and the rules and regulations
promulgated thereunder, 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 this 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 this registration
statement. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective registration statement;
and
(iii) To
include any material information with respect to the plan of distribution not
previously disclosed in this registration statement or any material change to
such information in this 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 with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment filed for such purposes 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) 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 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.
(c) 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 of 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.
* * * * * *
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 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
Monroe, State of Louisiana, on April 9, 2008.
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CENTURYTEL,
INC. |
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By: /s/
Glen F. Post, III
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Glen
F. Post, III
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Chairman
of the Board and
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Chief Executive Officer
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POWER
OF ATTORNEY
KNOW ALL
MEN BY THESE PRESENTS that each person whose signature appears below constitutes
and appoints Glen F. Post, III, R. Stewart Ewing, Jr. and Stacey W. Goff, or any
one of them, his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that such attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated.
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Signature
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Title
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Date
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/s/ Glen
F. Post, III
Glen
F. Post, III
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Chairman
of the Board and
Chief
Executive Officer
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April
9, 2008
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/s/ R. Stewart Ewing,
Jr.
R.
Stewart Ewing, Jr.
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Executive
Vice President and Chief Financial Officer
(Principal
Financial Officer)
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April
9, 2008
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/s/ Neil A.
Sweasy
Neil
A. Sweasy
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Vice
President and Controller
(Principal
Accounting Officer)
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April
9, 2008
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/s/ William R. Boles, Jr.
William
R. Boles, Jr.
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Director
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April
9, 2008
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Virginia
Boulet
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Director
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April 9, 2008
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/s/ Calvin
Czeschin
Calvin
Czeschin
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Director
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April
9, 2008
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/s/ James B.
Gardner
James
B. Gardner
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Director
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April
9, 2008
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/s/ W. Bruce
Hanks
W.
Bruce Hanks
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Director
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April
9, 2008
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/s/ C. G. Melville,
Jr.
C.
G. Melville, Jr.
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Director
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April
9, 2008
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/s/ Gregory J.
McCray
Gregory
J. McCray
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Director
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April
2, 2008
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/s/ Fred R.
Nichols
Fred
R. Nichols
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Director
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April
9, 2008
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/s/ Harvey P.
Perry
Harvey
P. Perry
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Director
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April
9, 2008
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/s/ Jim D.
Reppond
Jim
D. Reppond
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Director
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April
9, 2008
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/s/ Joseph R.
Zimmel
Joseph
R. Zimmel
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Director
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April
9, 2008
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Exhibit
5.1
April 9,
2008
CenturyTel,
Inc.
100
CenturyTel Drive
Monroe,
Louisiana 71203
Gentlemen:
We have
acted as counsel for CenturyTel, Inc., a Louisiana corporation (the “Company”),
in connection with the proposed filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, the proposed filing of
a Registration Statement on Form S-8 (the “Registration Statement”) for the
purpose of registering $6,000,000 of deferred compensation obligations, which
represent unsecured obligations of the Company to pay deferred compensation to
employees in the future in accordance with the terms of the CenturyTel, Inc.
Supplemental Dollars & Sense Plan (the “Plan”).
Based
upon the foregoing and upon our examination of such matters as we deem necessary
to furnish this opinion, we are of the opinion that, in accordance with the
Plan, the deferred compensation obligations will be legally valid and binding
obligations of the Company, enforceable in accordance with their terms, except
as enforcement thereof may be limited by bankruptcy, insolvency or other laws of
general applicability relating to or affecting enforcement of creditors’ rights
or by general equity principles.
We
consent to the filing of this opinion as an exhibit to the Registration
Statement and any amendment thereto.
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Very
truly yours, |
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Jones,
Walker, Waechter, Poitevent,
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Carrère
& Denègre, L.L.P.
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By: /s/ Margaret F.
Murphy
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Margaret
F. Murphy, Partner
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Exhibit
23.1
Consent
of Independent Registered Public Accounting Firm
The Board
of Directors
CenturyTel,
Inc.:
We
consent to the incorporation by reference into the Registration Statement on
Form S-8 of CenturyTel, Inc. relating to $6,000,000 of deferred compensation
obligations pursuant to the CenturyTel, Inc. Supplemental Dollars & Sense
Plan of our reports dated February 29, 2008, with respect to the consolidated
financial statements of CenturyTel, Inc. as of December 31, 2007 and 2006 and
the related consolidated statements of income, comprehensive income, cash flows
and stockholders’ equity, for each of the years in the three-year period ended
December 31, 2007, and related financial statement schedule, and the
effectiveness of internal control over financial reporting as of December 31,
2007, which reports appear in the 2007 Annual Report on Form 10-K of CenturyTel,
Inc. Our report on the consolidated financial statements refers to a
change in method of accounting for uncertain tax positions in 2007 and
share-based payments and pension and post-retirement benefits in
2006.
KPMG
LLP
/s/ KPMG
LLP
Shreveport,
Louisiana
April 9,
2008