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Registration Statement No. 33-____________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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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)
124 South Main Street
Edinburg, Virginia 22824
(Address of principal executive office, including zip code)
SHENANDOAH TELECOMMUNICATIONS
COMPANY STOCK INCENTIVE PLAN
(Full title of the Plan)
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Christopher E. French
President
124 South Main Street
Edinburg, Virginia 22824
(540) 984-5209
(Name, address and telephone number including, area code, of agent for service)
With copies to:
Kevin J. Buckley, Esq.
Hunton & Williams
951 East Byrd Street
Richmond, Virginia 23219-4074
804-788-8200
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EXHIBIT 4.1
SHENANDOAH TELECOMMUNICATIONS COMPANY
STOCK INCENTIVE PLAN
SHENANDOAH TELECOMMUNICATIONS COMPANY
STOCK INCENTIVE PLAN
ARTICLE I.
DEFINITIONS
1.01. Administrator means the Committee and any delegate of the
Committee that is appointed in accordance with Article III.
1.02. Affiliate means any "subsidiary or "parent" corporation (within
the meaning of Section 424 of the Code) of the Company.
1.03. Agreement means a written agreement (including any amendment or
supplement thereto) between the Company and a Participant specifying the terms
and conditions of an award of Restricted Stock or an Option or SAR granted to
such Participant.
1.04. Board means the Board of Directors of the Company.
1.05. Code means the Internal Revenue Code of 1986, and any amendments
thereto.
1.06. Committee means the Personnel Committee of the Board which shall
be comprised of two or more individuals who allow the Committee to satisfy the
requirements of Securities and Exchange Commission Rule 16b-3(c)(2)(i). The
Committee shall be appointed by the Board.
1.07. Common Stock means the common stock of the Company.
1.08. Company means Shenandoah Telecommunications Company.
1.09. Corresponding SAR means an SAR that is granted in relation to a
particular Option and that can be exercised only upon the surrender to the
Company, unexercised, of that portion of the Option to which the SAR relates.
1.10. Fair Market Value means, on any given date, the fair market value
of a share of Common Stock as determined by the Committee using any reasonable
method in good faith.
1.11. Initial Value means, with respect to an SAR, the Fair Market
Value of one share of Common Stock on the date of grant.
1.12. Option means a stock option that entitles the holder to purchase
from the Company a stated number of shares of Common Stock at the price set
forth in an Agreement.
1.13. Participant means an employee of the Company or an Affiliate,
including an employee who is a member of the Board, who satisfies the
requirements of Article IV and is selected by the Administrator to receive a
Restricted Stock award, an Option, an SAR, or a combination thereof.
1.14. Plan means the Shenandoah Telecommunications Company Stock
Incentive Plan.
1.15. Restricted Stock means Common Stock awarded to a Participant
under Article IX. Shares of Common Stock shall cease to be Restricted Stock
when, in accordance with the terms of the applicable Agreement, they become
transferable and free of substantial risks of forfeiture.
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1.16. SAR means a stock appreciation right that entitles the holder to
receive, with respect to each share of Common Stock encompassed by the exercise
of such SAR, the amount determined by the Administrator and specified in an
Agreement. In the absence of such a determination, the holder shall be entitled
to receive, with respect to each share of Common Stock encompassed by the
exercise of such SAR, the excess of the Fair Market Value on the date of
exercise over the Initial Value. References to "SARs" include both Corresponding
SARs and SARs granted independently of Options, unless the context requires
otherwise.
1.17. Ten Percent Shareholder means any individual owning more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Company or of an Affiliate. An individual shall be considered to own any voting
stock owned (directly or indirectly) by or for his brothers, sisters, spouse,
ancestors or lineal descendants and shall be considered to own proportionately
any voting stock owned (directly or indirectly) by or for a corporation,
partnership, estate or trust of which such individual is a shareholder, partner
or beneficiary.
ARTICLE II.
PURPOSES
The Plan is intended to assist the Company and its Affiliates in
recruiting and retaining individuals with ability and initiative by enabling
such persons to participate in its future success and to associate their
interests with
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those of the Company and its shareholders. The Plan is intended to permit the
award of shares of Restricted Stock, the grant of SARs, and the grant of both
Options qualifying under Section 422 of the Code ("incentive stock options") and
Options not so qualifying. No Option that is intended to be an incentive stock
option shall be invalid for failure to qualify as an incentive stock option. The
proceeds received by the Company from the sale of Common Stock pursuant to this
Plan shall be used for general corporate purposes.
ARTICLE III.
ADMINISTRATION
The Plan shall be administered by the Administrator. The Administrator
shall have authority to award Restricted Stock and to grant Options and SARs
upon such terms (not inconsistent with the provisions of this Plan) as the
Administrator may consider appropriate. Such terms may include conditions (in
addition to those contained in this Plan) on the exercisability of all or any
part of an Option or SAR or on the transferability or forfeitability of
Restricted Stock. Notwithstanding any such conditions, the Administrator may, in
its discretion, accelerate the time at which any Option or SAR may be exercised
or the time at which Restricted Stock may become transferable or nonforfeitable.
In addition, the Administrator shall have complete authority to interpret all
provisions of this Plan; to prescribe the form of Agreements; to adopt, amend,
and rescind rules and regulations pertaining to the administration of the Plan;
and to make all other
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determinations necessary or advisable for the administration of this Plan. The
express grant in the Plan of any specific power to the Administrator shall not
be construed as limiting any power or authority of the Administrator. Any
decision made, or action taken, by the Administrator or in connection with the
administration of this Plan shall be final and conclusive. Neither the
Administrator nor any member of the Committee shall be liable for any act done
in good faith with respect to this Plan or any Agreement, Option, SAR or
Restricted Stock award. All expenses of administering this Plan shall be borne
by the Company.
The Committee, in its discretion, may delegate to one or more officers
of the Company, all or part of the Committee's authority and duties with respect
to grants and awards to individuals who are not subject to the reporting and
other provisions of Section 16 of the Securities Exchange Act of 1934, as in
effect from time to time. The Committee may revoke or amend the terms of a
delegation at any time but such action shall not invalidate any prior actions of
the Committee's delegate or delegates that were consistent with the terms of the
Plan.
ARTICLE IV.
ELIGIBILITY
4.01. General. Any employee of the Company or an Affiliate (including a
corporation that becomes an Affiliate after the adoption of this Plan) is
eligible to participate in this Plan. The Administrator will select the
individuals who will
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participate in this Plan. Directors of the Company who are employees of the
Company or an Affiliate may be selected to participate in this Plan. A member of
the Committee may not participate in this Plan during his service on the
Committee or during the period thereafter if his participation would prevent the
Committee from being "disinterested" for purposes of Securities and Exchange
Commission Rule 16b-3 as in effect from time to time.
4.02. Grants. The Administrator will designate individuals to whom
shares of Restricted Stock are to be awarded and to whom Options and SARs are to
be granted and will specify the number of shares of Common Stock subject to each
award or grant. An Option may be granted with or without a related SAR. An SAR
may be granted with or without a related Option. All shares of Restricted Stock
awarded and all Options and SARs granted under this Plan shall be evidenced by
Agreements which shall be subject to the applicable provisions of this Plan and
to such other provisions as the Administrator may adopt. No Participant may be
granted incentive stock options or related SARs (under all incentive stock
option plans of the Company and its Affiliates) that are first exercisable in
any calendar year for stock having an aggregate Fair Market Value (determined as
of the date an Option is granted) that exceeds $100,000. The preceding annual
limitation shall not apply with respect to Options that are not incentive stock
options.
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ARTICLE V.
STOCK SUBJECT TO PLAN
Upon the award of shares of Restricted Stock the Company may issue
shares of Common Stock from its authorized but unissued Common Stock. Upon the
exercise of any Option or SAR, the Company may deliver to the Participant (or
the Participant's broker if the Participant so directs), shares of Common Stock
from its authorized but unissued Common Stock. The maximum aggregate number of
shares of Common Stock that may be issued pursuant to the exercise of Options
and SARs and the award of Restricted Stock under this Plan is 240,000 shares.
The maximum aggregate number of shares of Common Stock that may be issued under
this Plan shall be subject to adjustment as provided in Article X. If an option
is terminated, in whole or in part, for any reason other than its exercise or
the exercise of a Corresponding SAR, the number of shares of Common Stock
allocated to the Option or portion thereof may be reallocated to other Options,
SARs, and Restricted Stock awards to be granted under this Plan. If an SAR is
terminated, in whole or in part, for any reason other than its exercise or the
exercise of a related Option, the number of shares of Common Stock allocated to
the SAR or portion thereof may be reallocated to other Options, SARs, and
Restricted Stock awards to be granted under this Plan.
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ARTICLE VI.
OPTION PRICE
The price per share for Common Stock purchased on the exercise of an
Option shall be determined by the Administrator on the date of grant; provided,
however, that the price per share for Common Stock purchased on the exercise of
any Option that is an incentive stock option shall not be less than the Fair
Market Value on the date the Option is granted and provided further that the
price per share shall not be less than 110% of such Fair Market Value in the
case of an incentive stock option granted to a Participant who is a Ten Percent
Shareholder on the date such incentive stock option is granted.
ARTICLE VII.
EXERCISE OF OPTIONS AND SARS
7.01. Maximum Option or SAR Period. The maximum period in which an
option or SAR may be exercised shall be determined by the Administrator on the
date of grant, except that no Option that is an incentive stock option or its
Corresponding SAR shall be exercisable after the expiration of ten years from
the date such Option or Corresponding SAR was granted. In the case of an
incentive stock option or its Corresponding SAR that is granted to a Participant
who is a Ten Percent Shareholder, such Option and Corresponding SAR shall not be
exercisable after the expiration of five years from the date of grant. The terms
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of any Option that is an incentive stock option or Corresponding SAR may provide
that it is exercisable for a period less than such maximum period.
7.02. Nontransferability. Any Option or SAR granted under this Plan
shall be nontransferable except by will or by the laws of descent and
distribution. In the event of any such transfer, the Option and any
Corresponding SAR must be transferred to the same person or persons. During the
lifetime of the Participant to whom the Option or SAR is granted, the Option or
SAR may be exercised only by the Participant. No right or interest of a
Participant in any Option or SAR shall be liable for, or subject to, any lien,
obligation, or liability of such Participant.
7.03. Employee Status. For purposes of determining the applicability of
Section 422 of the Code (relating to incentive stock options), or in the event
that the terms of any Option or SAR provide that it may be exercised only during
employment or continued service or within a specified period of time after
termination of employment or service, the Administrator may decide to what
extent leaves of absence for governmental or military service, illness,
temporary disability, or other reasons shall not be deemed interruptions of
continuous employment or service.
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ARTICLE VIII.
METHOD OF EXERCISE
8.01. Exercise. Subject to the provisions of Articles VII and XI, an
Option or SAR may be exercised in whole at any time or in part from time to time
at such times and in compliance with such requirements as the Administrator
shall determine; provided, however, that a Corresponding SAR that is related to
an incentive stock option may be exercised only to the extent that the related
Option is exercisable and when the Fair Market Value exceeds the option price of
the related Option. An Option or SAR granted under this Plan may be exercised
with respect to any number of whole shares less than the full number for which
the Option or SAR could be exercised. A partial exercise of an Option or SAR
shall not affect the right to exercise the Option or SAR from time to time in
accordance with this Plan and the applicable Agreement with respect to the
remaining shares subject to the Option or related to the SAR. The exercise of
either an Option or Corresponding SAR shall result in the termination of the
other to the extent of the number of shares with respect to which the Option or
Corresponding SAR is exercised.
8.02. Payment. Unless otherwise provided by the Agreement, payment of
the Option price shall be made in cash or a cash equivalent acceptable to the
Administrator. If the Agreement provides, payment of all or part of the Option
price may be made by surrendering shares of Common Stock to the Company. If
Common Stock is used to pay all or part of the Option price, the cash, cash
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equivalent and any shares surrendered must have a Fair Market Value (determined
as of the day preceding the date of exercise) that is not less than the Option
price for the number of shares the Option is being exercised.
8.03. Installment Payment. If the Agreement provides, and if the
Participant is employed by the Company on the date the Option is exercised,
payment of all or part of the Option price may be made in installments. In that
event the Company shall lend the Participant an amount equal to not more than
ninety percent (90%) of the Option price of the shares acquired by the exercise
of the Option. This amount shall be evidenced by the Participant's promissory
note and shall be payable in not more than five equal annual installments,
unless the amount of the loan exceeds the maximum loan value for the shares
purchased, which value shall be established from time to time by regulations of
the Board of Governors of the Federal Reserve System. In that event, the note
shall be payable in equal quarterly installments over a period of time not to
exceed five years. The Administrator, however, may vary such terms and make such
other provisions concerning the unpaid balance of such purchase price in the
case of hardship, subsequent termination of employment, absence on military or
government service, or subsequent death of the Participant as in its discretion
are necessary or advisable in order to protect the Company, promote the purposes
of the Plan and comply with regulations of the Board of Governors of the Federal
Reserve System relating to securities credit transactions.
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The Participant shall pay interest on the unpaid balance at the minimum
rate necessary to avoid imputed interest or original issue discount under the
Code. All shares acquired with cash borrowed from the Company shall be pledged
to the Company as security for the repayment thereof. In the discretion of the
Administrator, shares of stock may be released from such pledge proportionately
as payments on the note (together with interest) are made, provided the release
of such shares complies with the regulations of the Federal Reserve System
relating to securities credit transactions then applicable. While shares are so
pledged, and so long as there has been no default in the installment payments,
such shares shall remain registered in the name of the Participant, and he shall
have the right to vote such shares and to receive all dividends thereon.
8.04. Determination of Payment of Cash and/or Common Stock Upon
Exercise of SAR. At the Administrator's discretion, the amount payable as a
result of the exercise of an SAR may be settled in cash, Common Stock, or a
combination of cash and Common Stock. No fractional share shall be deliverable
upon the exercise of an SAR but a cash payment will be made in lieu thereof.
8.05. Shareholder Rights. No Participant shall have any rights as a
stockholder with respect to shares subject to his Option or SAR until the date
of exercise of such Option or SAR.
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ARTICLE IX.
RESTRICTED STOCK
9.01. Award. In accordance with the provisions of Article IV, the
Administrator will designate each individual to whom an award of Restricted
Stock is to be made and will specify the number of shares of Common Stock
covered by the award.
9.02. Vesting. The Administrator, on the date of the award, may, but
shall not be required to, prescribe that a Participant's rights in the
Restricted Stock shall be forfeitable or otherwise restricted for a period of
time set forth in the Agreement. By way of example and not of limitation, the
restrictions may postpone transferability of the shares or may provide that the
shares will be forfeited if the Participant separates from the service of the
Company and its Affiliates before the expiration of a stated term or if the
Company, the Company and its Affiliates or the Participant fails to achieve
stated objectives.
9.03. Shareholder Rights. Prior to their forfeiture (in accordance with
the terms of the Agreement and while the shares are Restricted Stock), a
Participant will have all rights of a shareholder with respect to Restricted
Stock, including the right to receive dividends and vote the shares; provided,
however, that (i) a Participant may not sell, transfer, pledge, exchange,
hypothecate, or otherwise dispose of Restricted Stock, (ii) the Company shall
retain custody of the certificates evidencing shares of Restricted Stock, and
(iii) the Participant will deliver to the Company a stock power, endorsed in
blank, with respect to each
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award of Restricted Stock. The limitations set forth in the preceding sentence
shall not apply after the shares cease to be Restricted Stock.
ARTICLE X.
ADJUSTMENT UPON CHANGE IN COMMON STOCK
The maximum number of shares as to which Restricted Stock may be
awarded and as to which Options and SARs may be granted under this Plan shall be
proportionately adjusted, and the terms of outstanding Restricted Stock awards,
Options, and SARs shall be adjusted, as the Committee shall determine to be
equitably required in the event that (a) the Company (i) effects one or more
stock dividends, stock split-ups, subdivisions or consolidations of shares or
(ii) engages in a transaction to which Section 424 of the Code applies or (b)
there occurs any other event that, in the judgment of the Committee,
necessitates such action. Any determination made under this Article X by the
Committee shall be final and conclusive.
The issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, for cash or property,
or for labor or services, either upon direct sale or upon the exercise of rights
or warrants to subscribe therefor, or upon conversion of shares or obligations
of the Company convertible into such shares or other securities, shall not
affect, and no adjustment by reason thereof shall be made with respect to,
outstanding awards of Restricted Stock, Options or SARs.
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The Committee may award shares of Restricted Stock, may grant Options,
and may grant SARs in substitution for stock awards, stock options, stock
appreciation rights, or similar awards held by an individual who is or becomes
an employee of the Company or an Affiliate in connection with a transaction
described in the first paragraph of this Article X. Notwithstanding any
provision of the Plan (other than the limitation of Article V), the terms of
such substituted Restricted Stock awards and Option or SAR grants shall be as
the Committee, in its discretion, determines is appropriate.
ARTICLE XI.
COMPLIANCE WITH LAW AND
APPROVAL OF REGULATORY BODIES
No Option or SAR shall be exercisable, no Common Stock shall be issued,
no certificates for shares of Common Stock shall be delivered, and no payment
shall be made under this Plan except in compliance with all applicable federal
and state laws and regulations (including, without limitation, withholding tax
requirements), any listing agreement to which the Company is a party, and the
rules of all domestic stock exchanges on which the Company's shares may be
listed. The Company shall have the right to rely on an opinion of its counsel as
to such compliance. Any share certificate issued to evidence Common Stock for
which shares of Restricted Stock are awarded or for which an Option or SAR is
exercised may bear such legends and statements as the Administrator may deem
advisable to assure compliance with federal and state laws and regulations. No
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Option or SAR shall be exercisable, no Restricted Stock shall be awarded, no
Common Stock shall be issued, no certificates for shares shall be delivered, and
no payment shall be made under this Plan until the Company has obtained such
consent or approval as the Administrator may deem advisable from regulatory
bodies having jurisdiction over such matters.
ARTICLE XII.
GENERAL PROVISIONS
12.01. Effect on Employment. Neither the adoption of this Plan, its
operation, nor any documents describing or referring to this Plan (or any part
thereof) shall confer upon any individual any right to continue in the employ of
the Company or an Affiliate or in any way affect any right and power of the
Company or an Affiliate to terminate the employment of any individual at any
time with or without assigning a reason therefor.
12.02. Unfunded Plan. The Plan, insofar as it provides for grants, shall
be unfunded, and the Company shall not be required to segregate any assets that
may at any time be represented by grants under this Plan. Any liability of the
Company to any person with respect to any grant under this Plan shall be based
solely upon any contractual obligations that may be created pursuant to this
Plan. No such obligation of the Company shall be deemed to be secured by any
pledge of, or other encumbrance on, any property of the Company.
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12.03. Disposition of Stock. A Participant shall notify the
Administrator of any sale or other disposition of Common Stock acquired pursuant
to an Option that was an incentive stock option if such sale or disposition
occurs (i) within two years of the grant of an Option or (ii) within one year of
the issuance of the Common Stock to the Participant. Such notice shall be in
writing and directed to the Secretary of the Company.
12.04. Rules of Construction. Headings are given to the articles and
sections of this Plan solely as a convenience to facilitate reference. The
reference to any statute, regulation, or other provision of law shall be
construed to refer to any amendment to or successor of such provision of law.
ARTICLE XIII.
AMENDMENT
The Board may amend or terminate this Plan from time to time; provided,
however, that no amendment may become effective until shareholder approval is
obtained if (i) the amendment increases the aggregate number of shares of Common
Stock that may be issued under the Plan, (ii) the amendment changes the class of
individuals eligible to become Participants, or (iii) the amendment materially
increases the benefits that may be provided under the Plan. No amendment shall,
without a Participant's consent, adversely affect any rights of such Participant
under any outstanding Restricted Stock award, Option or SAR outstanding at the
time such amendment is made.
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ARTICLE XIV.
DURATION OF PLAN
No shares of Restricted Stock may be awarded and no Option or SAR may
be granted under this Plan more than ten years after the earlier of the date
that the Plan is adopted by the Board or the date that the Plan is approved by
shareholders as provided in Article XV. Restricted Stock awards, Options and
SARs granted before that date shall remain valid in accordance with their terms.
ARTICLE XV.
EFFECTIVE DATE OF PLAN
Shares of Restricted Stock may be awarded and Options and SARs may be
granted under this Plan upon its adoption by the Board, provided that no
Restricted Stock award, Option, or SAR will be effective unless this Plan is
approved by a majority of the votes entitled to be cast by the Company's
shareholders, voting either in person or by proxy, at a duly held shareholders'
meeting or by the unanimous consent of shareholders within twelve months of such
adoption.
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EXHIBIT 4.2
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
of
SHENANDOAH TELECOMMUNICATIONS COMPANY
Article I
The name of the Corporation is SHENANDOAH TELECOMMUNICATIONS COMPANY.
Article II
The purpose of the Corporation is to conduct any or all lawful business
not required to be specifically stated in these articles.
Article III
The Corporation shall have authority to issue 8,000,000 shares.
Article IV
The number of Directors constituting the Board of Directors shall be
nine.
Article V
(1) In this Article:
"applicant" means the person seeking indemnification pursuant
to this Article.
"expenses" includes counsel fees.
"liability" means the obligation to pay a judgment,
settlement, penalty, fine, including any excise tax assessed with respect to an
employee benefit plan, or reasonable expenses incurred with respect to a
proceeding.
"party" includes an individual who was, is, or is threatened
to be made a named defendant or respondent in a proceeding.
"proceeding" means any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative or
investigative and whether formal or informal.
(2) In any proceeding brought by a shareholder of the Corporation in
the right of the Corporation or brought by or on behalf of shareholders of the
Corporation, no director or officer of the Corporation shall be liable to the
Corporation or its shareholders for monetary damages with respect to any
transaction, occurrence or course of conduct, whether prior or subsequent to the
effective date of this Article, 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.
(3) The Corporation shall indemnify (i) any person who was or is a
party to any proceeding, including a proceeding brought by a shareholder in the
right of the Corporation or brought by or on behalf of shareholders of the
Corporation, by reason of the fact that he is or was a director or officer of
the Corporation, or (ii) any director or officer who is or was serving at the
request of the Corporation as a director, trustee, partner or officer of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against any liability incurred by him in connection with such
proceeding unless he engaged in willful misconduct or a knowing violation of the
criminal law. A person is considered to be serving an employee benefit plan at
the Corporation's request if his duties to the Corporation also impose duties
on, or otherwise involve services by, him to the plan or to participants in or
beneficiaries of the
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plan. The Board of Directors is hereby empowered, by a majority vote of a quorum
of disinterested Directors, to enter into a contract to indemnify any Director
or officer in respect of any proceedings arising from any act or omission,
whether occurring before or after the execution of such contract.
(4) The provisions of this Article shall be applicable to all
proceedings commenced after the adoption hereof by the shareholders of the
Corporation, arising from any act or omission, whether occurring before or after
such adoption. No amendment or repeal of this Article shall have any effect on
the rights provided under this Article with respect to any act or omission
occurring prior to such amendment or repeal. The Corporation shall promptly take
all such actions, and make all such determinations, as shall be necessary or
appropriate to comply with its obligation to make any indemnity under this
Article and shall promptly pay or reimburse all reasonable expenses, including
attorneys' fees, incurred by any such director, officer, employee or agent in
connection with such actions and determinations or proceedings of any kind
arising therefrom.
(5) The termination of any proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not of
itself create a presumption that the applicant did not meet the standard of
conduct described in section (2) or (3) of this Article.
(6) Any indemnification under section (3) of this Article (unless
ordered by a court) shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of the applicant is
proper in the circumstances because he has met the applicable standard of
conduct set forth in section (3).
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The determination shall be made:
(a) By the Board of Directors by a majority vote of a quorum
consisting of Directors not at the time parties to the proceeding;
(b) If a quorum cannot be obtained under subsection (a) of
this section, by majority vote of a committee duly designated by the Board of
Directors (in which designation Directors who are parties may participate),
consisting solely of two or more Directors not at the time parties to the
proceeding;
(c) By special legal counsel;
(i) Selected by the Board of Directors or its
committee in the manner prescribed in subsection (a) or (b) of this section; or
(ii) If a quorum of the Board of Directors cannot be
obtained under subsection (a) of this section and a committee cannot be
designated under subsection (b) of this section, selected by majority vote of
the full Board of Directors, in which selection Directors who are parties may
participate; or
(d) By the shareholders, but shares owned by or voted under
the control of Directors who are at the time parties to the proceeding may not
be voted on the determination.
Any evaluation as to reasonableness of expenses shall be made in the
same manner as the determination that indemnification is appropriate, except
that if the determination is made by special legal counsel, such evaluation as
to reasonableness of expenses shall be made by those entitled under subsection
(c) of this section (6) to select counsel.
Notwithstanding the foregoing, in the event there has been a change in
the composition of a majority of the Board of Directors after the date of the
alleged act or omission with respect
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to which indemnification is claimed, any determination as to indemnification and
advancement of expenses with respect to any claim for indemnification made
pursuant to this Article shall be made by special legal counsel agreed upon by
the Board of Directors and the applicant. If the Board of Directors and the
applicant are unable to agree upon such special legal counsel the Board of
Directors and the applicant each shall select a nominee, and the nominees shall
select such special legal counsel.
(7) (a) The Corporation shall pay for or reimburse the reasonable
expenses incurred by any applicant who is a party to a proceeding in advance of
final disposition of the proceeding or the making of any determination under
section (6) if the applicant furnishes the Corporation:
(i) a written statement of his good faith belief that
he has met the standard of conduct described in section (3); and
(ii) a written undertaking, executed personally or on
his behalf, to repay the advance if it is ultimately determined that he did not
meet such standard of conduct.
(b) The undertaking required by paragraph (ii) of subsection
(a) of this section shall be an unlimited general obligation of the applicant
but need not be secured and may be accepted without reference to financial
ability to make repayment.
(c) Authorizations of payments under this section shall be
made by the persons specified in section (6).
(8) The Board of Directors is hereby empowered, by majority vote of a
quorum consisting of disinterested Directors, to cause the Corporation to
indemnify or contract to indemnify any person not specified in section (2) or
(3) of this Article who was, is or may
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become a party to any proceeding, by reason of the fact that he is or was an
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise, to
the same extent as if such person were specified as one to whom indemnification
is granted in section (3). The provisions of sections (4) through (7) of this
Article shall be applicable to any indemnification provided hereafter pursuant
to this section (8).
(9) The Corporation may purchase and maintain insurance to indemnify it
against the whole or any portion of the liability assumed by it in accordance
with this Article and may also procure insurance, in such amounts as the Board
of Directors may determine, on behalf of any person who is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against any liability asserted against or incurred by him in any
such capacity or arising from his status as such, whether or not the Corporation
would have power to indemnify him against such liability under the provisions of
this Article.
(10) Every reference herein to directors, officers, employees or agents
shall include former directors, officers, employees and agents and their
respective heirs, executors and administrators. The indemnification hereby
provided and provided hereafter pursuant to the power hereby conferred by this
Article on the Board of Directors shall not be exclusive of any other rights to
which any person may be entitled, including any right under policies of
insurance that may be purchased and maintained by the Corporation or others,
with respect to claims, issues or matters in relation to which the Corporation
would not have the power to indemnify
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such person under the provisions of this Article. Such rights shall not prevent
or restrict the power of the Corporation to make or provide for any further
indemnity, or provisions for determining entitlement to indemnity, pursuant to
one or more indemnification agreements, bylaws, or other arrangements
(including, without limitation, creation of trust funds or security interests
funded by letters of credit or other means) approved by the Board of Directors
(whether or not any of the directors of the Corporation shall be a party to or
beneficiary of any such agreements, bylaws or arrangements); provided, however,
that any provision of such agreements, bylaws or other arrangements shall not be
effective if and to the extent that it is determined to be contrary to this
Article or applicable laws of the Commonwealth of Virginia.
(11) Each provision of this Article shall be severable, and an adverse
determination as to any such provision shall in no way affect the validity of
any other provision.
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EXHIBIT 4.3
As Amended 4/9/96
SHENANDOAH TELECOMMUNICATIONS COMPANY
Edinburg, Virginia
BYLAWS
ARTICLE I
MEETINGS OF STOCKHOLDERS
SECTION 1. Places of Meetings - All meetings of the stockholders shall be held
at the principal office of the company in Edinburg, Virginia, or at such other
place or places in Shenandoah County, Virginia, as may from time to time, be
fixed by the Board of Directors.
SECTION 2. Annual Meetings - Subject to the ability of the Board of Directors to
postpone a meeting under Virginia law, the annual meeting of stockholders shall
be held on the first Tuesday after the third Monday in April of each year, or
such other date and time as may be fixed by the Board of Directors and stated in
the notice of meeting. The annual meeting shall be held for the purpose of
electing directors and for the transaction of only such other business as is
properly brought before the meeting in accordance with these Bylaws. To be
properly brought before an annual meeting, business must be (a) specified in the
notice of annual meeting (or any supplement thereto) given by or at the
direction of the Board of Directors, (b) otherwise properly brought before the
annual meeting by or at the direction of the Board or Directors, or (c)
otherwise properly brought before the annual meeting by a stockholder. In
addition to any other applicable requirements for business to be properly
brought before an annual meeting by a stockholder, the stockholder must have
given timely notice thereof in writing to the Secretary of the Company. To be
timely, a stockholder's notice must be delivered or mailed to and received at
the principal executive offices of the Company not less than one hundred twenty
(120) days before the meeting. A stockholder's notice to the Secretary shall set
forth as to each matter the stockholder proposes to bring before the annual
meeting: (a) a brief description of the business desired to be brought before
the annual meeting and the reasons for conducting such business at the annual
meeting, (b) the name and record address of the stockholder proposing such
business, (c) the class, series and number of shares of the Company's stock that
are beneficially owned by the stockholder proposing such business, and (d) any
material interest of the stockholder in such business. Notwithstanding anything
in the Bylaws to the contrary, no business shall be conducted at the annual
meeting except in accordance with the procedures set forth in this Section;
provided, however, that nothing in this Section shall be deemed to preclude
discussion by any stockholder of any business properly brought before the annual
meeting. In the event that a stockholder attempts to bring business before an
annual meeting without complying with the provisions of this Section, the
chairman of the meeting shall declare to the stockholders present at the meeting
that the business was not properly brought before the meeting in accordance with
the foregoing procedures, and such business shall not be transacted.
SECTION 3. Special Meetings - Special meetings of the stock-holders may be
called at any time by the president or by a majority of the Board of Directors.
At a special meeting of stockholders, no business shall be transacted and no
corporate action shall be taken other than that stated in the notice of the
meeting.
SECTION 4. Notice of Meetings - Written notice stating the place, day and hour
of a stockholders' meeting and the purpose or purposes for which the meeting is
called shall be given not less than ten nor more than fifty days before the date
of the meeting, except as hereinafter provided, either personally or by mail, by
or at the direction of the president, the secretary, or the officer or persons
calling the meeting, to each stockholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be given when deposited in
the United States mail, addressed to the stockholder at his address as it
appears on the stock transfer books of the corporation, with postage thereon
prepaid. Notice of a stockholders' meeting to act on an amendment of the
Articles of Incorporation or on a plan of merger or consolidation shall be given
in the manner provided above, not less than twenty-five nor more than fifty days
before the date of the meeting.
SECTION 5. Quorum - Any number of stockholders together holding at least a
majority of the shares of the capital stock of the company entitled to vote in
respect to the business to be transacted, who shall be present in person or
represented by proxy at any meeting duly called, shall constitute a quorum for
the transaction of business, except where by law a greater interest is required.
If less than a quorum shall be in attendance at the time for which a meeting
shall have been called, the meeting may be adjourned from time to time by a
majority of the stockholders present or represented by proxy without notice
other than by announcement at the meeting until a quorum shall attend. When a
quorum is present at any meeting, the affirmative vote of the majority of the
shares represented at the meeting and entitled to vote on the subject matter
shall be the act of the stockholders, unless the question is one upon which by
express provision of law a larger or different vote is required, in which case
such expressed provision shall govern and control the decision of such question,
except that in the election of directors those receiving the greater numbers of
votes shall be deemed elected even though not receiving a majority.
SECTION 6. Voting - At any meeting of the stockholders each common stockholder
shall have one vote, in person or by proxy, for each share of common stock
standing in his or her name on the books of the company at the time of such
meeting or on any date fixed by the Board of Directors not exceeding thirty days
prior to the meeting.
SECTION 7. Waiver of Notice - Any stockholder may waive and shall be treated as
having waived the notice hereinabove in this article required, either by signing
a written waiver of such notice or by attending such meeting in person or by
proxy. A waiver of notice in writing, whether signed before or after the time
stated therein, shall be equivalent to the giving of such notice.
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ARTICLE II
DIRECTORS
SECTION 1. Powers - The property, affairs and business of the company shall be
managed by the Board of Directors, and except as otherwise expressly provided by
law or by the charter, as amended, or by these Bylaws all of the powers of the
company shall be vested in said Board. The Board of Directors shall have power
to determine what constitutes net earnings, profit and surplus, respectively,
what amount shall be reserved for working capital and for any other purposes,
and what amount shall be declared as dividends, and such determination by the
Board of Directors shall be final and conclusive.
SECTION 2. Number and Qualification - The Board of Directors shall be nine in
number. Such number may be increased or decreased by amendment to this section
of the Bylaws. Directors need not be stockholders.
SECTION 3. Election of Directors -
(a) The directors shall be elected at the annual meeting of the
stockholders or at any meeting held in lieu of the annual
meeting for that purpose.
(b) Directors shall hold their offices until their successors are
elected and qualify, unless they shall have retired, resigned,
or otherwise become disqualified.
(c) Any vacancy occurring in the Board of Directors, including a
vacancy resulting from an increase by not more than two in the
number of directors, shall be filled by the affirmative vote
of a majority of the directors.
SECTION 4. Meetings of Directors - Meetings of the Board of Directors shall be
held at places within or without the State of Virginia and at times fixed by
resolution of the Board, or upon call of the president; and the secretary or
officer performing his duties shall give at least two (2) days' notice by
telegraph, telephone, letter, or in person of all meetings of the directors,
provided that notice need not be given of regular meetings held at times and
places fixed by resolution of the Board. Neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the Board of Directors
need be specified in the notice or waiver of notice of such meeting. Meetings
may be held at any time without notice if all of the directors are present, or
if those not present waive notice in writing either before or after the meeting.
The secretary or officer performing his duties shall call special meetings of
the Board whenever requested in writing to do so by two or more directors, such
request to specify the object of the meeting. Directors may be allowed, by
resolution of the Board, a reasonable fee and expenses for attendance at all
meetings.
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SECTION 5. Quorum - A quorum at any meeting shall consist of a majority of the
entire membership of the Board. A majority of such quorum shall decide any
question which may come before the meeting.
ARTICLE III
EXECUTIVE COMMITTEE
SECTION 1. Designation of Committee - The Board of Directors may, whenever it
sees fit, by a majority vote of the whole Board, designate an Executive
Committee which shall consist of at least three directors, one of whom shall be
the president. The members of the Executive Committee shall serve until their
successors are designated by the Board of Directors or until removed or until
the Executive Committee is dissolved by the Board of Directors. All vacancies
which may occur in the Executive Committee shall be filled by the Board of
Directors. The Board of Directors shall have the power at any time to change the
membership of or to dissolve the Executive Committee.
SECTION 2. General Powers - The Executive Committee, when the Board of Directors
is not in session, shall have and may exercise all of the authority of the Board
of Directors, except to approve an amendment of the articles of incorporation, a
plan of merger or consolidation, a plan of exchange under which the corporation
would be acquired, the sale, lease or exchange, or the mortgage or pledge for a
consideration other than money, of all, or substantially all, the property and
assets of the corporation otherwise than in the usual and regular course of its
business, the voluntary dissolution proceedings. The Executive Committee shall
report at the next regular or special meeting of the Board of Directors all
action which the Executive Committee may have taken since the last regular or
special meeting of the Board of Directors.
SECTION 3. Meetings of the Executive Committee - Meetings of the Executive
Committee shall be held at such places and at such times fixed by resolution of
the Committee, or upon call of the chairman of the Committee. Due notice shall
be given by letter, telegraph, telephone, or in person, of all meetings of the
Executive Committee, provided that notice need not be given of regular meetings
held at times and places fixed by resolution of the committee and that meetings
may be held at any time without notice if all of the members of the committee
are present or if those not present waive notice either before or after the
meeting. Neither the business to be transacted at, nor the purpose of any
regular or special meeting of the Executive Committee need be specified in the
notice or waiver of notice of such meeting. A majority of the members of the
Executive Committee shall constitute a quorum for the transaction of business.
Members of this committee may be allowed, by resolution of the Board, a
reasonable fee and expenses for attending Executive Committee meetings without
regard to any compensation received by them as officers, directors or employees
of the company.
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ARTICLE IV
OFFICERS
SECTION 1. Election - The officers of the company shall consist of a president,
a vice president of Finance, a secretary, a treasurer, and such other officers
as may be elected as provided in Section 3 of this Article, and shall be elected
by the Board of Directors after its election by the stockholders, and a meeting
may be held without notice for this purpose immediately after the annual meeting
of the stockholders and at the same place.
SECTION 2. Removal of Officers - All officers and agents elected or appointed by
the Board of Directors may be removed at the pleasure of the Board, and
directors may fix the compensation of all officers and agents of the company.
All vacancies may be filled at any meeting of the Board of Directors.
SECTION 3. Other Officers - Other officers, including one or more vice
presidents, one or more assistant secretaries and assistant treasurers, may from
time to time be elected by the Board of Directors, and shall hold office for
such term as may be designated by the said Board of Directors. The president,
and in his absence, a vice president, shall serve as chairman of the Board of
Directors.
SECTION 4. Eligibility of Officers - No person shall be an officer of the
company after the end of the calendar year in which he reaches the age of 72.
SECTION 5. Vacancies - If the office of any officer or agent, one or more,
becomes vacant by reason of death, resignation, removal, disqualification or
otherwise, the directors at the time in office, if a quorum, may by a majority
vote, choose a successor or successors who shall hold office for the unexpired
term.
SECTION 6. Duties - The officers of the company shall have such duties as
generally pertain to their offices, respectively, as well as such powers and
duties as are hereinafter provided and as from time to time shall be conferred
by the Board of Directors. The Board of Directors may require any officer to
give such bond for the faithful performance of his duties as it may see fit.
SECTION 7. Duties of the President - The president shall preside at all meetings
of the Board of Directors and stockholders. He shall be the chief executive
officer to whom all other officers shall report. He shall have the overall
supervision of the affairs of the company, including the day-to-day
responsibilities for the operation of the company and have direct charge of the
employees thereof and such other duties as may be delegated to him by the Board
of Directors or the Executive Committee. Presidents of all subsidiaries of the
company shall report to the president of the company.
- 5 -
SECTION 8. Duties of the Vice President - The vice president shall perform the
duties of the president in the absence or incapacity of the president and such
other duties as from time to time may be prescribed by the Board of Directors.
SECTION 9. Duties of the Vice President of Finance - The vice president of
Finance shall coordinate the financial and accounting affairs of the company and
its subsidiaries and shall assist the treasurer in carrying out his duties. The
president or vice president of Finance, unless some other person is thereunto
specifically authorized by the vote of the Board of Directors, shall sign
certificates of stock, bonds, deeds, and contracts of the company.
SECTION 10. Duties of the Secretary - The secretary shall give notices of
meetings of stockholders, of the Board of Directors and of the Executive
Committee, if there be one, as required by law and these Bylaws; shall record
the proceedings at such meetings; shall keep or supervise the keeping of records
of the ownership of shares of common stock; shall have custody of the Corporate
seal and all deeds, leases and contracts to which the company is a party; and,
on behalf of the company, shall make reports as from time to time are required
by law, except tax returns; and shall have power, together with the president or
a vice president, to sign certificates of stock, bonds, deeds and contracts of
the company. In his absence an assistant secretary or a secretary pro tempore
shall perform his duties.
SECTION 11. Duties of the Treasurer - The treasurer shall be the chief financial
officer and shall have custody of all securities held by the company and of all
funds which may come into his hands. He shall keep appropriate records and
accounts of all moneys of the company received or disbursed and shall deposit
all moneys and securities in the name of and to the credit of the company in
such banks and depositories as the directors shall from time to time designate.
He may endorse for deposit for collection all checks, notes, et cetera, payable
to the company or its order, may accept drafts on behalf of the company, and,
together with the president or a vice president, may sign certificates of stock.
He shall also file or supervise the filing of all tax returns required by law.
All checks, drafts, bonds (unless signed by the secretary or an assistant
secretary), notes or other obligations for the payment of money shall be signed
by the treasurer or an assistant treasurer (except as the Board of Directors
shall otherwise specifically order) and, with the exception of checks for the
payment of not exceeding $100, shall also be signed or countersigned as
condition to their validity by the president, a vice president, or such other
officer or agent as the directors by resolution shall direct. Checks for the
total amount of any payroll may be drawn in accordance with the foregoing
provisions and deposited in a special fund. Checks upon this fund may be drawn
by such person as the treasurer shall designate and need not be countersigned.
The treasurer may affix his signature to coupons on any bonds of the company by
any form or facsimile, whether engraved, printed, lithographed or otherwise.
- 6 -
SECTION 12. Other Duties of Officers - Any officer of the company shall have, in
addition to the duties prescribed herein and by law, such other duties as from
time to time shall be prescribed by the Board of Directors or the president.
ARTICLE V
CAPITAL STOCK
SECTION 1. Certificates - Certificates of capital stock shall be in such form as
prescribed by the Board of Directors and shall bear the seal of the company and
the signature of at least two officers designated by the Board of Directors to
sign such certificates.
Transfer agents and/or registrars for the stock of the company may be appointed
by the Board of Directors and may be required to countersign stock certificates.
In the event that any officer whose signature shall have been used on a stock
certificate shall for any reason cease to be an officer of the company and such
certificate shall not then have been delivered by the company, the Board of
Directors may nevertheless adopt such certificate, and it may then be issued and
delivered as though such person had not ceased to be an officer of the company.
SECTION 2. Lost, Destroyed and Mutilated Certificates - Holders of the stock of
the company shall immediately notify the company of any loss, destruction or
mutilation of the certificate therefor; and the Board of Directors may in its
discretion cause one or more new certificates for the same number of shares in
the aggregate to be issued to such stockholder upon the surrender of the
mutilated certificate or upon satisfactory proof of such loss or destruction,
and the deposit of a bond in such form and amount and with corporate surety.
SECTION 3. Transfer of Stock - The stock of the company shall be transferable or
assignable only on the books of the company by the holders in person or by
attorney on surrender of the certificate for such shares duly endorsed and, if
sought to be transferred by attorney, accompanied by a written power of attorney
to have the same transferred on the books of the company. The company will
recognize, however, the exclusive rights of the person registered on its books
as the owner of shares to receive dividends and to vote as such owner, subject
to the provision of the amended and restated charter with regard to the present
issued and outstanding stock. It shall be the duty of each stockholder to notify
the company of his post office address.
SECTION 4. Transfer Books - The transfer books of the company shall be closed by
order of the Board of Directors for not exceeding fifty days next preceding any
stockholders' meeting or the date for payment of any dividend or the date for
the allotment of rights, or the date when any change or exchange of capital
stock shall go into effect, as a record date for the determination of the
stockholders entitled to notice of and to vote at any such meeting or entitled
- 7 -
to receive payment of any such dividend, or any such allotment of rights, or to
exercise the rights in respect to any such change or exchange of capital stock,
and in such cases only stockholders on record on the date so fixed shall be
entitled to such notice of and to vote at such meeting or to receive payment of
such dividends, or allotment of rights, or exercise such rights, as the case may
be, and notwithstanding any transfer of any stock on the books of the company
after such record dates fixed as aforesaid.
ARTICLE VI
MISCELLANEOUS PROVISIONS
SECTION 1. Seal - The seal of the company shall bear the words, "Shenandoah
Telecommunications Company Seal," with such device or devices as the Board of
Directors may determine, an impression of which is affixed to this section of
the Bylaws.
SECTION 2. Fiscal Year - The fiscal year shall end on the last day in December
of each year.
SECTION 3. Examination of Books - The Board of Directors shall, subject to the
laws of the state of Virginia, have power to determine from time to time whether
and to what extent and under what conditions and limitations the accounts,
records and books (except the stock and transfer books) of the company, or any
of them, shall be open to the inspection of the stockholders.
The stock and transfer books of the company shall be at all times during
business hours open to the inspection of the registered stockholders in person.
SECTION 4. Amendment of Bylaws - The Bylaws may be amended, altered or repealed
at any meeting of the Board of Directors by affirmative vote of a majority of
all of the directors. The stockholders shall have the power to rescind, alter,
amend, or repeal any Bylaws and to enact Bylaws which, if expressly provided,
may not be amended, altered or repealed by the Board of Directors.
SECTION 5. Voting of Stock Held - Unless otherwise provided by resolution of the
Board of Directors, the president, the vice president, or the secretary may from
time to time appoint an attorney or attorneys or agent or agents of this
company, in the name and on behalf of this company, to cast the votes which this
company may be entitled to cast as a stockholder or otherwise in any other
corporation, any of whose stock or securities may be held by this company, at
meetings of the holders of the stock or other securities of any other
corporations, or to consent in writing to any action by any such other
corporations, and may instruct the person or persons so appointed as to the
manner of casting such votes or giving such consent, and may execute or cause to
be executed on behalf of this company and under its corporate seal, or
otherwise, such written proxies, consents, waivers, or other instruments as may
be necessary or proper in the premises; or the president, the vice president, or
the secretary himself attend
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any meeting of the holders of stock or other securities of any such other
corporation and thereat vote or exercise any or all other powers of this company
as the holder of such stock or other securities of such other corporation.
SECTION 6. Control Share Statute - Article 14.1 of Title 13.1 of the Code of
Virginia (Control Share Acquisitions) shall not apply to acquisitions of shares
of capital stock of the company.
- 9 -
EXHIBIT 5
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219
FILE NO.: 29353.41
DIRECT DIAL: (804) 788-8779
February 13, 1997
Board of Directors
Shenandoah Telecommunications Company
124 South Main Street
Edinburg, Virginia 22824
Registration Statement on Form S-8
Stock Incentive Plan
Gentlemen:
We are acting as counsel for Shenandoah Telecommunications Company (the
"Company") in connection with the registration under the Securities Act of 1933
of 240,000 shares of its common stock (the "Common Stock") pursuant to the
Company's Stock Incentive Plan (the "Plan"). The Plan is described in the
Company's Registration Statement on Form S-8 (the "Registration Statement")
filed with the Securities and Exchange Commission (the "Commission") on February
13, 1997. In connection with the filing of the Registration Statement you have
requested our opinion concerning certain corporate matters.
We are of the opinion that:
1. The Company is a corporation duly incorporated, validly existing and
in good standing under the laws of the Commonwealth of Virginia.
2. The Common Stock has been duly authorized and, when the shares have
been issued as described in the Registration Statement, will be legally issued,
fully paid and nonassessable.
We consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement and to the references to us in the
Prospectus included therein. In giving this consent, we do not admit that we are
within the category of persons whose consent is required by section 7 of the
Securities Act of 1933 or the rules and regulations promulgated thereunder by
the Securities and Exchange Commission.
Very truly yours,
/s/ Hunton & Williams
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITOR'S
We consent to the incorporation by reference in this Registration
Statement on Form S-8, pertaining to the Shenandoah Telecommunications Company
(the "Company") Stock Incentive Plan, of our report dated January 26, 1996, on
our audits of the consolidated balance sheets of the Company and subsidiaries as
of December 31, 1995 and 1994 and the related consolidated statements of income,
retained earnings and cash flows for the years then ended, which report is
included in the 1995 Annual Report to Security Holders, which is incorporated by
reference into the Form 10-K of the Company for the year ended December 31,
1995.
/s/ McGLADREY & PULLEN, LLP
Richmond, Virginia
February 11, 1997
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use of our report, dated January 21, 1994,
relating to the Consolidated Financial Statements and Schedules of Shenandoah
Telecommunications Company (the "Company") for 1993, included in the Company's
1995 Form 10-K, which is incorporated by reference in this Registration
Statement on Form S-8 pertaining to the
Company's Stock Incentive Plan.
/s/ S.B. Hoover & Company, L.L.P.
S. B. HOOVER & COMPANY, L.L.P.
Harrisonburg, Virginia
February 3, 1997