As filed with the Securities and Exchange Commission on May 12, 2005. Registration No. 333-89060
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
__________
CenturyTel, Inc.
(Exact name of registrant as specified in its charter)
|
Louisiana |
72-0651161 |
|
(State or other jurisdiction |
(I.R.S. Employer |
|
of incorporation or organization) |
Identification No.) |
100 CenturyTel Drive
Monroe, Louisiana 71203
(Address, including zip code, of
Principal Executive Offices)
CenturyTel, Inc. 2002 Directors Stock Option Plan
CenturyTel, Inc. 2002 Management Incentive Compensation Plan
(Full title of the plans)
__________
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
DEREGISTRATION
In accordance with the undertakings contained in Part II of this Registration Statement No. 333-89060, the Registrant hereby files this Post-Effective Amendment No. 1 to remove from registration all of the securities registered under this Registration Statement (consisting of shares of common stock and preference share purchase rights) that remain unsold on the date hereof.
The Registrant hereby removes from registration 216,333 shares of common stock and related preference share purchase rights issuable under the 2002 Directors Stock Option Plan and 598,869 shares of common stock and related preference share purchase rights issuable under the 2002 Management Incentive Compensation Plan.
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 Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Monroe, State of Louisiana, on May 12, 2005.
|
|
CENTURYTEL, INC. |
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ R. Stewart Ewing, Jr. |
|
|
|
R. Stewart Ewing, Jr. |
|
|
|
Executive Vice President and |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
|
Signature |
Title |
Date |
|
* Glen F. Post, III |
Chairman of the Board and Chief Executive Officer |
May 12, 2005 |
|
/s/ R. Stewart Ewing, Jr. R. Stewart Ewing, Jr. |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
May 12, 2005 |
|
* Neil A. Sweasy |
Vice President and Controller (Principal Accounting Officer) |
May 12, 2005 |
|
* William R. Boles, Jr. |
Director |
May 12, 2005 |
|
* Virginia Boulet |
Director |
May 12, 2005 |
|
* Calvin Czeschin |
Director |
May 12, 2005 |
|
* James B. Gardner |
Director |
May 12, 2005 |
|
* W. Bruce Hanks |
Director |
May 12, 2005 |
|
* C. G. Melville, Jr. |
Director |
May 12, 2005 |
|
Gregory J. McCray |
Director |
May 12, 2005 |
|
Fred Nichols |
Director |
May 12, 2005 |
|
* Harvey P. Perry |
Director |
May 12, 2005 |
|
* Jim D. Reppond |
Director |
May 12, 2005 |
|
Joseph R. Zimmel |
Director |
May 12, 2005 |
|
*By: |
/s/ R. Stewart Ewing, Jr. |
|
|
R. Stewart Ewing, Jr. |
|
|
Attorney-in-Fact |