As filed with the Securities and Exchange Commission on April 10, 2006
File No. 001-32732
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
TO
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
Embarq Corporation*
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 20-2923630 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) | |
| 5454 W. 110th Street Overland Park, Kansas |
66211 | |
| (Address of Principal Executive Offices) |
(Zip Code) | |
(913) 323-4637
(Registrant’s Telephone Number, Including Area Code)
Copies to:
| Claudia S. Toussaint, Esq. Vice President – Corporate Governance and Ethics, and Corporate Secretary Embarq Corporation 5454 W. 110th Street Overland Park, Kansas 66211 (913) 794-1513 |
E. William Bates, II, Esq. King & Spalding LLP 1185 Avenue of the Americas New York, New York 10036 (212) 556-2100 |
Securities to be registered pursuant to section 12(b) of the Act:
| Title of Each Class to be so Registered |
Name of Each Exchange on Which Each Class is to be Registered | |
| Common Stock, par value $0.01 per share |
The New York Stock Exchange, Inc. |
Securities registered pursuant to Section 12(g) of the Act: None
| * | The registrant was formerly named LTD Holding Company. Effective as of February 1, 2006, the registrant changed its name to Embarq Corporation. |
INFORMATION INCLUDED IN INFORMATION STATEMENT
AND INCORPORATED BY REFERENCE IN FORM 10
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10
This Amendment No. 2 to the Registration Statement on Form 10 (the “Form 10”) incorporates by reference information contained in the information statement filed as exhibit 99.1 hereto (the “Information Statement”). The cross-reference table below identifies where the items required by Form 10 can be found in the Information Statement.
| Item No. |
Item Caption |
Location in Information Statement | ||
| 1. | Business | See “Summary,” “Risk Factors,” “Cautionary Statement Regarding Forward-Looking Statements,” “The Spin-Off,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” “Agreements with Sprint Nextel” and “Index to Financial Statements and Financial Statement Schedule” and the statements referenced thereon. | ||
| 1A. | Risk Factors | See “Risk Factors.” | ||
| 2. | Financial Information | See “Summary,” “Selected Combined Financial Data,” “Unaudited Pro Forma Combined Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” | ||
| 3. | Properties | See “Business—Properties.” | ||
| 4. | Security Ownership of Certain Beneficial Owners and Management | See “Management—Security Ownership of Directors and Executive Officers” and “Security Ownership of Certain Beneficial Owners.” | ||
| 5. | Directors and Executive Officers | See “Management.” | ||
| 6. | Executive Compensation | See “The Spin-Off—Treatment of Stock Options and Other Stock-based Awards,” “Management” and “Agreements with Sprint Nextel—Employee Matters Agreement.” | ||
| 7. | Certain Relationships and Related Transactions | See “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Management” and “Agreements with Sprint Nextel.” | ||
| 8. | Legal Proceedings | See “Business—Legal Proceedings.” | ||
| 9. | Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters | See “Summary,” “The Spin-Off,” “Dividend Policies” and “Description of Our Capital Stock.” | ||
| 10. | Recent Sales of Unregistered Securities | See “Description of Our Capital Stock—Sales of Unregistered Securities.” | ||
| 11. | Description of Registrant’s Securities to be Registered | See “The Spin-Off,” “Dividend Policies” and “Description of Our Capital Stock.” | ||
| 12. | Indemnification of Directors and Officers | See “Indemnification of Directors and Officers.” | ||
| 13. | Financial Statements and Supplementary Data | See “Index to Financial Statements and Financial Statement Schedule” and the statements referenced thereon. | ||
| 14. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | Not applicable. | ||
| ITEM 15. | FINANCIAL STATEMENTS AND EXHIBITS |
(a) Financial Statements
The following combined financial statements and financial statement schedule are included in the Information Statement and filed as part of this Registration Statement:
Report of KPMG LLP, Independent Registered Public Accounting Firm
Combined Statements of Operations for the years ended December 31, 2005, 2004 and 2003
Combined Balance Sheets as of December 31, 2005 and 2004
Combined Statements of Cash Flows for the years ended December 31, 2005, 2004 and 2003
Combined Statements of Business Equity and Comprehensive Income (Loss) for the years ended December 31, 2005, 2004 and 2003
Notes to Combined Financial Statements
Schedule II—Combined Valuation and Qualifying Accounts
(b) Exhibits
The following exhibits are filed herewith unless otherwise indicated:
| Exhibit Number |
Description | |
| 2.1† | Form of Separation and Distribution Agreement | |
| 3.1** | Form of Amended and Restated Certificate of Incorporation of the registrant (as of the distribution date) | |
| 3.2** | Form of Amended and Restated Bylaws of the registrant (as of the distribution date) | |
| 4.1 | See exhibits 3.1 and 3.2 | |
| 10.1** | Transition Services Agreement between Embarq Corporation (“Receiver”) and Sprint Nextel Corporation (“Provider”) dated as of January 20, 2006 | |
| 10.2** | Transition Services Agreement between Embarq Corporation (“Provider”) and Sprint Nextel Corporation (“Receiver”) dated as of January 20, 2006 | |
| 10.3 | Form of Tax Sharing Agreement | |
| 10.4 | Form of Employee Matters Agreement | |
| 10.5** | Agreement Regarding Special Compensation and Post Employment Restrictive Covenants, dated as of December 12, 1995, by and between Sprint Corporation and Gene M. Betts | |
| 10.6** | Special Compensation and Non-Compete Agreement, dated as of August 12, 1996, by and between Sprint Corporation and William R. Blessing | |
| 10.7** | Employment Agreement, dated as of August 29, 2005, by and among Sprint Corporation, Sprint/United Management Company and Melanie Coleman | |
| 10.8** | Special Compensation and Non-Compete Agreement, dated as of August 12, 1997, by and between Sprint Corporation and Michael B. Fuller | |
| 10.9** | Contingency Employment Agreement, dated as of August 12, 1997, by and between Sprint Corporation and Michael B. Fuller | |
| 10.10** | Employment Agreement, dated as of December 3, 2003, by and among Sprint Corporation, Sprint/United Management Company and Thomas A. Gerke | |
| 10.11** | Employment Agreement, dated as of June 7, 2005, by and among Sprint Corporation, Sprint/United Management Company and Daniel R. Hesse | |
| 10.12** | Special Compensation and Non-Compete Agreement, dated as of December 9, 1997, by and between Sprint Corporation and Thomas J. McEvoy | |
| 10.13 | Form of Patent Agreement | |
| 12.1 | Computation of Ratio of Earnings to Fixed Charges | |
| 21.1 | Subsidiaries of the registrant | |
| 99.1 | Information Statement | |
| ** | Previously filed. |
| † | Schedules and/or exhibits not filed will be furnished supplementally to the Securities and Exchange Commission upon request. |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this amendment no. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| Embarq Corporation | ||||||||
| Date: April 10, 2006 | By: | /S/ DANIEL R. HESSE | ||||||
| Daniel R. Hesse Chief Executive Officer | ||||||||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 2.1† | Form of Separation and Distribution Agreement | |
| 3.1** | Form of Amended and Restated Certificate of Incorporation of the registrant (as of the distribution date) | |
| 3.2** | Form of Amended and Restated Bylaws of the registrant (as of the distribution date) | |
| 4.1 | See exhibits 3.1 and 3.2 | |
| 10.1** | Transition Services Agreement between Embarq Corporation (“Receiver”) and Sprint Nextel Corporation (“Provider”) dated as of January 20, 2006 | |
| 10.2** | Transition Services Agreement between Embarq Corporation (“Provider”) and Sprint Nextel Corporation (“Receiver”) dated as of January 20, 2006 | |
| 10.3 | Form of Tax Sharing Agreement | |
| 10.4 | Form of Employee Matters Agreement | |
| 10.5** | Agreement Regarding Special Compensation and Post Employment Restrictive Covenants, dated as of December 12, 1995, by and between Sprint Corporation and Gene M. Betts | |
| 10.6** | Special Compensation and Non-Compete Agreement, dated as of August 12, 1996, by and between Sprint Corporation and William R. Blessing | |
| 10.7** | Employment Agreement, dated as of August 29, 2005, by and among Sprint Corporation, Sprint/United Management Company and Melanie Coleman | |
| 10.8** | Special Compensation and Non-Compete Agreement, dated as of August 12, 1997, by and between Sprint Corporation and Michael B. Fuller | |
| 10.9** | Contingency Employment Agreement, dated as of August 12, 1997, by and between Sprint Corporation and Michael B. Fuller | |
| 10.10** | Employment Agreement, dated as of December 3, 2003, by and among Sprint Corporation, Sprint/United Management Company and Thomas A. Gerke | |
| 10.11** | Employment Agreement, dated as of June 7, 2005, by and among Sprint Corporation, Sprint/United Management Company and Daniel R. Hesse | |
| 10.12** | Special Compensation and Non-Compete Agreement, dated as of December 9, 1997, by and between Sprint Corporation and Thomas J. McEvoy | |
| 10.13 | Form of Patent Agreement | |
| 12.1 | Computation of Ratio of Earnings to Fixed Charges | |
| 21.1 | Subsidiaries of the registrant | |
| 99.1 | Information Statement | |
| ** | Previously filed. |
| † | Schedules and/or exhibits not filed will be furnished supplementally to the Securities and Exchange Commission upon request. |