Cincinnati Bell (BDWGP) S-8 POSRegistration of securities for employees (post-effective amendment)

 

Ohio	31-1056105
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification Number)

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

Large accelerated filer ☒	Accelerated filer ◻
Non-accelerated filer ◻	Smaller reporting company ◻
	Emerging growth company ◻

      Cincinnati Bell Inc., an Ohio corporation (the “Registrant”), is filing these post-effective amendments (these “Post-Effective Amendments”) to the following Registration Statements on Form S-8 (the “Registration Statements”), which have been previously filed with the Securities and Exchange Commission (the “SEC”), to deregister any and all shares of the Registrant’s common stock, par value $0.01 per share (“Common Shares”), registered but unsold or otherwise unissued under each such Registration Statement as of the date hereof:

1.

Registration Statement File No. 033-60209, filed with the SEC on June 13, 1995, registering 500,000 Common Shares issuable under the Cincinnati Bell Inc. Employee Stock Purchase Plan;

2.

Registration Statement File No. 333-28381, filed with the SEC on June 3, 1997, registering 15,000,000 Common Shares issuable under the Cincinnati Bell Inc. 1997 Long Term Incentive Plan;

3.

Registration Statement File No. 333-28383, filed with the SEC on June 3, 1997, registering 1,500,000 Common Shares issuable under the Matrixx Marketing Inc. Profit Sharing/401(k) Plan;

4.

Registration Statement File No. 333-28385, filed with the SEC on June 3, 1997, registering 600,000 Common Shares issuable under the Cincinnati Bell Inc. 1997 Stock Option Plan for Non-Employee Directors;

5.

Registration Statement File No. 333-38743, filed with the SEC on October 24, 1997, registering 800,000 Common Shares issuable under the Cincinnati Bell Inc. Savings and Security Plan;

6.

Registration Statement File No. 333-38761, filed with the SEC on October 24, 1997, registering 4,000,000 Common Shares issuable under the CBIS Retirement and Savings Plan;

7.

Registration Statement File No. 333-38763, filed with the SEC on October 24, 1997, registering 1,200,000 Common Shares issuable under the Cincinnati Bell Inc. Retirement Savings Plan;

8.

Registration Statement File No. 333-77011, filed with the SEC on April 26, 1999, registering 1,500,000 Common Shares issuable under the Cincinnati Bell Inc. Hourly-Paid Employee Option Program;

9.

Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4, File No. 333-86971, filed with the SEC on November 9, 1999, relating to the registration of 17,661,042 Common Shares under the (a) IXC Communications, Inc. Amended and Restated 1994 Stock Plan, (b) IXC Communications, Inc. Special Stock Plan, (c) IXC Communications, Inc. 1996 Stock Plan, (d) IXC Communications, Inc. 1997 Special Executive Stock Plan and (e)  IXC Communications, Inc. 1998 Stock Plan;

10.

Post-Effective Amendment No. 2 on Form S-8 to Registration Statement on Form S-4, File No. 333-86971, filed with the SEC on November 30, 1999, relating to the registration of 500,000 Common Shares under the IXC Communications, Inc. 401(k) Plan;

11.

Registration Statement File No. 333-60370, filed with the SEC on May 7, 2001, registering 300,000 Common Shares issuable under the Broadwing Inc. Hourly-Paid Employee Option Program;

12.

Registration Statement File No. 333-60376, filed with the SEC on May 7, 2001, registering 10,000,000 Common Shares issuable under the Broadwing Inc. 1997 Long Term Incentive Plan;

13.

Registration Statement File No. 333-60378, filed with the SEC on May 7, 2001, registering 300,000 Common Shares issuable under the Broadwing Inc. Executive Deferred Compensation Plan;

14.

Registration Statement File No. 333-60384, filed with the SEC on May 7, 2001, registering 300,000 Common Shares issuable under Broadwing Inc. Deferred Compensation Plan for Outside Directors;

15.

Registration Statement File No. 333-143088, filed with the SEC on May 18, 2007, registering 1,000,000 Common Shares issuable under the Cincinnati Bell Inc. 2007 Stock Option Plan for Non-Employee Directors;

16.

Registration Statement File No. 333-143089, filed with the SEC on May 18, 2007, registering 8,000,000 Common Shares issuable under the Cincinnati Bell Inc. 2007 Long Term Incentive Plan;

17.

Registration Statement File No. 333-159160, filed with the SEC on May 12, 2009, registering 10,000,000 Common Shares issuable under the Cincinnati Bell Inc. 2007 Long Term Incentive Plan;

18.

Registration Statement File No. 333-192225, filed with the SEC on November 8, 2013, registering 3,000,000 Common Shares issuable under the Cincinnati Bell Inc. Retirement Savings Plan;

19.

Registration Statement File No. 333-192226, filed with the SEC on November 8, 2013, registering 3,000,000 Common Shares issuable under the Cincinnati Bell Inc. Savings and Security Plan;

20.

Registration Statement File No. 333-204562, filed with the SEC on May 29, 2015, registering 6,000,000 Common Shares issuable under the Cincinnati Bell Inc. 2007 Long Term Incentive Plan;

21.

Registration Statement File No. 333-211670, filed with the SEC on May 27, 2016, registering 500,000 Common Shares issuable under the Cincinnati Bell Inc. 2007 Stock Option Plan for Non-Employee Directors;

22.

Registration Statement File No. 333-217839, filed with the SEC on May 10, 2017, registering 350,000 Common Shares issuable under the Cincinnati Bell Inc. 2017 Stock Plan for Non-Employee Directors;

23.

Registration Statement File No. 333-217840, filed with the SEC on May 10, 2017, registering 2,700,000 Common Shares issuable under the Cincinnati Bell Inc. 2017 Long-Term Incentive Plan; and

24.

Registration Statement File No. 333-226027, filed with the SEC on July 2, 2018, registering 148,625 Common Shares issuable under the Hawaiian Telcom 2010 Equity Incentive Plan.

       On September 7, 2021, pursuant to the Agreement and Plan of Merger, dated as of March 13, 2020, by and among the Registrant, Red Fiber Parent LLC, a Delaware limited liability company (“Parent”), and RF Merger Sub Inc., an Ohio corporation and a directly wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub was merged with and into the Registrant, with the Registrant surviving such merger as a wholly owned subsidiary of Parent (the “Merger”).  These Post-Effective Amendments are being filed as a result of the Merger.      The Registrant, by filing these Post-Effective Amendments, hereby terminates the effectiveness of the Registration Statements and removes from registration any and all Common Shares registered but unsold or otherwise unissued under the Registration Statements as of the date hereof.  This filing is made in accordance with an undertaking made by the Registrant in Part II of each Registration Statement to remove from registration by means of a post-effective amendment any securities that had been registered for issuance but remain unsold at the termination of the offering.       Pursuant to the requirements of the Securities Act of 1933, 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 Cincinnati, State of Ohio, on September 7, 2021.