Registration Statement No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SHENANDOAH TELECOMMUNICATIONS COMPANY
(Exact name of Registrant as specified in its Charter)
Virginia 54-1162807
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
500 Shentel Way, Edinburg, Virginia 22824
(Address of principal executive office, including zip code)
2005 SHENANDOAH TELECOMMUNICATIONS
COMPANY STOCK INCENTIVE PLAN
(Full title of the Plan)
Jonathan R Spencer
General Counsel and Secretary
500 Shentel Way, Edinburg, Virginia 22824
(540) 984-4141
(Name, address and telephone number including, area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Maximum
Amount to be Offering Price Per Aggregate Offering
Title of Securities Registered (1) Share (2) Price (2) Registration Fee
--------------------------------------------------------------------------------------------------------------------
Common Stock, no par value 480,000 $44.36 $21,292,800 $2,506.16
per share
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(1) Pursuant to Rule 416(b) under the Securities Act of 1933, as amended, this
Registration Statement also covers an indeterminate number of additional
shares as may be offered or issued as a result of the anti-dilution
provisions of the 2005 Shenandoah Telecommunications Company Stock
Incentive Plan.
(2) Estimated pursuant to Rule 457(c) and (h) under the Securities Act of
1933, as amended, solely for the purpose of calculating the registration
fee, based on the average of the high and low prices per share of the
common stock of Shenandoah Telecommunications Company, no par value, on
August 5, 2005, as reported on the NASDAQ National Market.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section 10(a) Prospectus
is omitted from this registration statement in accordance with Rule 428 under
the Securities Act of 1933, as amended, and the "Note" to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by the Company with the
Commission, are incorporated by reference in this Registration Statement, as of
their respective dates:
(a) Annual Report of the Company on Form 10-K for the year ended
December 31, 2004;
(b) Quarterly Reports of the Registrant on Form 10-Q for the quarters
ended March 31, 2005 and June 30, 2005
(c) The description of our common stock contained in the Registration
Statement on Form S-3D (File No. 333-74297), including any
amendments or reports filed for the purpose of updating such
description.
All documents and reports subsequently filed by us pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the respective filing dates
of such documents or reports.
Any statement contained in a document or report incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document or report which also is,
or is deemed to be, incorporated by reference herein modifies or supersedes such
prior statement. Any such statement so modified or superseded shall not be
deemed to constitute a part of this Registration Statement, except as so
modified or superseded.
To the extent that any proxy statement is incorporated herein by
reference, such incorporation shall not include any information contained in
such proxy statement which is not, pursuant to the Commission's rules, deemed to
be "filed" with the Commission or subject to the liabilities of Section 18 of
the Exchange Act.
Item 4. Description of Securities.
The Company's common stock is registered under Section 12 of the Exchange
Act.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters with respect to the validity of the shares of Common
stock offered pursuant to this Registration Statement are being passed upon for
the Registrant by Jonathan R. Spencer, general counsel to the Registrant.
Item 6. Indemnification of Directors and Officers.
The Virginia Stock Corporation Act permits, and the registrant's Articles
of Incorporation require, indemnification of the registrant's directors and
officers in a variety of circumstances, which may include indemnification for
liabilities under the Securities Act of 1933, as amended (the "Securities Act").
Under Sections 13.1-697 and 13.1-702 of the Virginia Stock Corporation Act, a
Virginia corporation generally is authorized to indemnify its directors and
officers in civil or criminal actions if they acted in good faith and believed
their conduct to be in the best interests of the corporation and, in the case of
criminal actions, had no reasonable cause to believe that the conduct was
unlawful. The Company's Articles of Incorporation require indemnification of
directors and officers with respect to certain liabilities, expenses and other
amounts imposed upon them by reason of having been a director or officer, except
in the case of willful misconduct or a knowing violation of criminal law.
In addition, the Company carries insurance on behalf of directors,
officers, employees or agents that may cover liabilities under the Securities
Act. Section 13.1-692.1 of the Virginia Stock Corporation Act presently permits
the elimination of liability for damages of directors and officers in any
proceeding brought by or in the right of the Company or brought by or on behalf
of stockholders of the Company, except for liability resulting from such
person's having engaged in willful misconduct or a knowing violation of the
criminal law or any federal or state securities law, including, without
limitation, any unlawful insider trading or manipulation of the market for any
security.
The Company's Articles of Incorporation eliminate liability for damages of
its directors or officers, as permitted in Section 13.1-692.1, except for
liability resulting from any such person having engaged in willful misconduct or
a knowing violation of the criminal law or any federal or state securities law.
Sections 13.1-692.1 and 13.1-696 to -704 of the Virginia Stock Corporation Act
are hereby incorporated by reference herein.
The indemnification provisions contained in the Company's Articles of
Incorporation, and Bylaws are not exclusive of any other rights to which a
person may be entitled by law, agreement, vote of stockholders or disinterested
directors or otherwise.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
------- --------------------------------------------------------------------
5.1 Opinion of Jonathan R. Spencer Esq. regarding the legality of the
securities being registered
10.1 2005 Shenandoah Telecommunications Stock Incentive Plan
23.1 Consent of KPMG LLP
23.2 Consent of Jonathan Spencer. (included as part of Exhibit 5.1)
24.1 Powers of Attorney
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would
not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in this registration statement;
provided, however, that subparagraphs (i) and (ii) above do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by
the Company pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement related to
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Edinburg, Commonwealth of Virginia, on this 9th day
of August 2005.
SHENANDOAH TELECOMMUNICATIONS COMPANY
(Registrant)
By: /s/ Christopher E. French
__________________________________
Christopher E. French
President and Director
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities indicated
on this 9th day of August 2005.
/s/ CHRISTOPHER E. FRENCH President & Chief Executive Officer,
------------------------------- Director (Principal Executive Officer)
Christopher E. French
/s/ EARLE A. MACKENZIE Executive Vice President & Treasurer
------------------------------- (Principal Financial Officer and
Earle A. MacKenzie Principal Accounting Officer)
/s/ DOUGLAS C. ARTHUR Director
-------------------------------
Douglas C. Arthur
/s/ NOEL M. BORDEN Director
-------------------------------
Noel M. Borden
/s/ KEN L BURCH Director
-------------------------------
Ken L. Burch
/S/ TRACY FITZSIMMONS Director
-------------------------------
Tracy Fitzsimmons
/s/ GROVER M. HOLLER Director
-------------------------------
Grover M. Holler, Jr.
/S/ DALE S. LAM Director
-------------------------------
Dale S. Lam
/S/ WILLIAM A. TRUBAN, JR. Director
-------------------------------
William A. Truban, Jr.
/s/ JAMES E. ZERKEL II Director
-------------------------------
James E. Zerkel II
EXHIBIT INDEX
Exhibit
Number Description
--------- --------------------------------------------------------------------
5.1 Opinion of Jonathan R. Spencer Esq.. regarding the legality of the
securities being registered
10.1 2005 Shenandoah Telecommunications Stock Incentive Plan (Amended and
Restated as of May 17, 2004)
23.1 Consent of KPMG LLP
23.2 Consent of Jonathan R. Spencer (included as part of Exhibit 5.1)
24.1 Powers of Attorney