Amendment No. 2 to Form 10

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.