s-8pos.htm
As filed with the Securities and Exchange Commission on December 15, 2014
 
Registration Statement File No. 333-101008
Registration Statement File No. 333-67379
 


 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 

 
POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-101008)
POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-67379)
 
TO
 
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 

 
Crown Castle International Corp.
(Exact name of registrant as specified in its charter)
 

 
Delaware
 
76-0470458
 
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
1220 Augusta Drive
Suite 600
Houston, TX 77057
(713) 570-3000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
 

 
Crown Castle International Corp. 2001 Stock Incentive Plan
Crown Castle International Corp. 1995 Stock Option Plan
Castle Transmissions Services (Holdings) Ltd. All Employee Share Option Scheme
Castle Transmissions Services (Holdings) Ltd. Unapproved Share Option Scheme
Castle Transmissions Services (Holdings) Ltd. Bonus Share Plan
Castle Transmissions Services (Holdings) Ltd. Deed of Grant Options to Ted B. Miller, Jr., David L. Ivy and George R. Reese
(Full Titles of the Plans)
 

 
Jay A. Brown
Chief Financial Officer
Crown Castle International Corp.
1220 Augusta Drive, Suite 600
Houston, TX 77057
(713) 570-3000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 

Copies to:
Stephen L. Burns
Johnny G. Skumpija
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
(212) 474-1000
E. Blake Hawk
General Counsel
Crown Castle International Corp.
1220 Augusta Drive, Suite 600
Houston, TX 77057
(713) 570-3000
 

 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer
x  
Accelerated filer
o
         
Non-accelerated filer
o
(Do not check if a smaller reporting company)
Smaller reporting company
o
 


 
 

 

 
EXPLANATORY NOTE/DEREGISTRATION OF UNREGISTERED SECURITIES
 
The registrant is filing these Post-Effective Amendments No. 1 (“Post-Effective Amendments”) to the following Registration Statements on Form S-8 (“Registration Statements”), which have been previously filed with the Securities and Exchange Commission:
 
i.
 
Registration File No. 333-101008 originally covering an aggregate of 8,000,000 shares of common stock of Crown Castle International Corp. in connection with the Crown Castle International Corp. 2001 Stock Incentive Plan; and
     
ii.
 
Registration File No. 333-67379 originally covering an aggregate of 31,420,251 shares of common stock of Crown Castle International Corp. and an aggregate of 714,714 options to acquire shares of common stock of Crown Castle International Corp. in connection with the Crown Castle International Corp. 1995 Stock Option Plan, Castle Transmissions Services (Holdings) Ltd. All Employee Share Option Scheme, Castle Transmissions Services (Holdings) Ltd. Unapproved Share Option Scheme, Castle Transmissions Services (Holdings) Ltd. Bonus Share Plan and Castle Transmissions Services (Holdings) Ltd. Deed of Grant Options to Ted B. Miller, Jr., David L. Ivy and George R. Reese (collectively, together with the Crown Castle International Corp. 2001 Stock Incentive Plan, “Plans”).

In accordance with an undertaking made by the registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities registered under the Registration Statements that have not been sold at the termination of the offering, the registrant hereby amends the Registration Statements to deregister any remaining securities registered and unsold under the Registration Statements. The securities are being removed from registration because the registrant no longer offers or sells the securities under the Plans referenced above and in the Registration Statements.
 
 
 
 

 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on December 15, 2014.
 
  CROWN CASTLE INTERNATIONAL CORP.  
       
 
By:
/s/ W. Benjamin Moreland  
    Name:  W. Benjamin Moreland  
    Title:  President, Chief Executive Officer and Director  
       
 
 
Pursuant to the requirements of the Securities Act of 1933, as amended, these Post-Effective Amendments have been signed by the following persons in the capacities and on the dates indicated.
 
Name
 
 
Title
 
Date
 
   
/s/ W. Benjamin Moreland    President, Chief Executive Officer and Director   December 15, 2014
W. Benjamin Moreland
 
 
(Principal Executive Officer)
 
 
/s/ Jay A. Brown    Senior Vice President, Chief Financial Officer and Treasurer   December 15, 2014
Jay A. Brown
 
  
 
(Principal Financial Officer)
 
 
 
/s/ Rob A. Fisher  
Vice President and Controller
  December 15, 2014
Rob A. Fisher
 
  
 
(Principal Accounting Officer)
 
 
 
/s/ J. Landis Martin  
Chairman of the Board of Directors
  December 15, 2014
J. Landis Martin
 
 
 
 
 
/s/ P. Robert Bartolo  
Director
  December 15, 2014
P. Robert Bartolo
 
 
 
 
 
/s/ Cindy Christy   Director   December 15, 2014
Cindy Christy
 
 
 
 
 
/s/ Ari Q. Fitzgerald   Director   December 15, 2014
Ari Q. Fitzgerald
 
 
 
 
 
 
/s/ Robert E. Garrison II  
Director
  December 15, 2014
Robert E. Garrison II
 
 
 
 
 
/s/ Dale N. Hatfield  
Director
  December 15, 2014
Dale N. Hatfield
 
 
 
 
 
/s/ Lee W. Hogan   
Director
  December 15, 2014
Lee W. Hogan
 
 
 
 
 
 
 
/s/ Edward C. Hutcheson, Jr.  
Director
  December 15, 2014
Edward C. Hutcheson, Jr.
 
 
   
 
/s/ John P. Kelly
 
Director
  December 15, 2014
John P. Kelly
 
 
 
 
 
/s/ Robert F. McKenzie  
Director
  December 15, 2014
Robert F. McKenzie