View:
As filed with the Securities and Exchange Commission on March 11, 1999
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
For
DIVIDEND REINVESTMENT PLAN
(Full title of plan)
SHENANDOAH TELECOMMUNICATIONS COMPANY
(Exact name of registrant as specified in its charter)
VIRGINIA 54-1162807
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
Post Office Box 459
124 South Main Street
Edinburg, Virginia 22824
(540) 984-4141
(Address, including zip code,
and telephone number, including
area code, of registrant's
principal executive offices)
Christopher E. French, President
Shenandoah Telecommunications
Company
Post Office Box 459
124 South Main Street
Edinburg, Virginia 22824
(540) 984-4141
Copy to:
Kevin J. Buckley, Esq.
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219-4074
(804) 788-8200
Approximate date of commencement of proposed sale to the public:
As soon as possible after the effective date of this Registration
Statement.
-----------------------
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. |_|
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. |_|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_| _____________
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |-| -------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Amount Offering Aggregate Amount of
Title of Each Class of to be Price Per Offering Registration
Securities to be Registered(1) Registered(1) Share(2) Price(2) Fee
- - --------------------------------------------------------------------------------
Shares of Common Stock,
no par value 150,000 shares $19.875 $2,981,250 $828.79
Common Stock Purchase Rights(3) 150,000 rights N/A N/A N/A
================================================================================
(1) Plus such additional number of shares as may be required in the event
of a stock dividend, reverse stock split, split-up, recapitalization
or other similar event.
(2) Estimated solely for the purpose of computing the registration fee.
This amount was calculated in accordance with Rule 457 and based on
the average of the bid and asked price of the Common Stock as reported
on the OTC Bulletin Board on March 8, 1999.
(3) The Common Stock Purchase Rights will be attached to and will trade
with the shares of Common Stock.
PROSPECTUS
SHENANDOAH TELECOMMUNICATIONS COMPANY
Post Office Box 459
124 South Main Street
Edinburg, Virginia 22824
(540) 984-4141
DIVIDEND REINVESTMENT PLAN
This prospectus describes our Dividend Reinvestment Plan (the "Plan"),
which our Company's board of directors adopted on February 8, 1999. The Plan
provides our shareholders with a simple and convenient method of investing their
cash dividends in additional shares of our common stock at a cost that may
represent a savings over that available in normal market purchases.
The price of our common stock purchased under the Plan will be calculated
as described in Question 8 on page 3 of this prospectus.
We have registered a total of 150,000 shares for sale under the Plan.
You should keep this prospectus for future reference.
-------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
-------------------------
The date of this Prospectus is
March 11, 1999
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TABLE OF CONTENTS
Page
DESCRIPTION OF OUR COMPANY'S DIVIDEND REINVESTMENT PLAN......................2
Purpose................................................................2
Advantages.............................................................2
Administration.........................................................2
Participation..........................................................2
Purchases..............................................................3
Costs .................................................................3
Reports to Participants................................................4
Certificates for Shares................................................4
Stock Dividends; Stock Splits..........................................4
Withdrawal from Plan...................................................4
Amendment and Termination of Plan......................................5
Federal Income Tax Consequences........................................5
Inquiries Concerning the Plan..........................................5
Interpretation of the Plan.............................................5
Responsibility of the Company..........................................6
USE OF PROCEEDS..............................................................6
DESCRIPTION OF OUR COMPANY'S CAPITAL STOCK...................................6
INDEMNIFICATION..............................................................6
WHERE YOU CAN FIND MORE INFORMATION..........................................7
FORWARD-LOOKING STATEMENTS...................................................8
LEGAL MATTERS................................................................8
EXPERTS......................................................................8
You should rely only on the information contained in this prospectus. We have
not authorized any other person to provide you with different information. If
anyone provides you with different or inconsistent information, you should not
rely on it. We are not making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that
the information appearing in this prospectus is accurate as of the date on the
front cover of this prospectus only. Our business, financial condition, results
of operations and prospects may have changed since that date.
DESCRIPTION OF OUR COMPANY'S
DIVIDEND REINVESTMENT PLAN
The following is a question and answer statement explaining the provisions
of the Plan. Shareholders may obtain a copy of the Plan by writing to our
executive offices at: Shenandoah Telecommunications Company, Post Office Box
459, 124 South Main Street, Edinburg, Virginia 22824, Attention: Dividend
Reinvestment Plan, or by calling us at (540) 984-4141. In the event of any
conflict between the answers to these questions and the Plan, the more detailed
provisions of the Plan will control. Shareholders who do not wish to participate
in the Plan will continue to receive cash dividends, as declared, in the usual
manner.
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide our shareholders with a simple
and convenient method of investing cash dividends in additional shares of
our common stock at a cost that may, because of our payment of brokerage
fees associated with the purchases of common stock under the Plan,
represent a savings over that available in normal market purchases.
Advantages
2. What are the advantages of the Plan?
The Plan is advantageous to our shareholders by permitting them to
acquire additional shares of our common stock automatically at no
brokerage commission costs. Under the Plan, recordkeeping is simplified by
the issuance, after each investment, of a share certificate representing
whole shares purchased pursuant to the Plan
Administration
3. Who administers the Plan?
Our Company administers the Plan. We may delegate purchases of our
common stock pursuant to the Plan to an independent purchasing agent. The
initial independent purchasing agent shall be Legg Mason Wood Walker, Inc.
Participation
4. Who is eligible to participate in the Plan?
All holders of record of our common stock are eligible to
participate in the Plan. A beneficial owner of our common stock whose
shares are registered in a name other than his or her own must become a
shareholder of record with respect to any such shares that the shareholder
desires to participate in the Plan by transferring such shares into his or
her own name in order to participate in the Plan.
5. How does an eligible shareholder enroll in the Plan?
Any eligible shareholder may enroll in the Plan by completing and
signing the participant card accompanying this prospectus and returning it
to our Company. Additional participant cards may be obtained at any time
by written or oral request to our Company.
6. When may an eligible shareholder enroll in the Plan?
An eligible shareholder may enroll in the Plan at any time. If our
Company receives the shareholder's participant card requesting
reinvestment of dividends on or before the record date established for a
particular dividend, reinvestment will commence with that dividend. If we
receive a participant card from a shareholder after the record date
established for a particular dividend, the reinvestment of dividends will
begin with the dividend following the next record date, if the shareholder
is still a holder of record at such time.
7. Must a shareholder enroll all shares held of record by him or her?
No, a shareholder may enroll in the Plan some or all shares of our
common stock owned of record by that shareholder.
Purchases
8. What is the source of the common stock purchased under the Plan?
The source of shares of our common stock to be purchased under the
Plan for dividend reinvestment will be either shares of our common stock
purchased on the open market, authorized but unissued shares of our
Company, or a combination thereof, as determined by our board of
directors. It is the intent of our board of directors that open market
purchases will be the primary source of shares to be purchased under the
plan.
9. How will the price of shares purchased under the Plan be determined?
The price of shares purchased on the open market will be the average
cost (excluding brokerage commissions) to the independent purchasing agent
of such purchases. A duly authorized dividend reinvestment plan committee
of our Company consisting of not less than three members of our board of
directors (at least a majority of which shall be outside directors) shall
determine the price of shares purchased from the Company on behalf of the
Plan participants. In addition, an outside advisor, a non-board member
chosen by the committee who is experienced in the telecommunications
markets and the securities business, shall advise the dividend
reinvestment plan committee. In determining the per share purchase price,
the committee, in consultation with the outside advisor, may take into
consideration, among other factors, the book value of our common stock,
the relationship between the traded price and book value of shares for
telecommunications companies of similar size and similar operating results
to our Company, any recent trades of our common stock brought to the
attention of the committee and such additional information as the
committee in its judgment deems appropriate.
10. How many shares will be purchased by the independent purchasing agent for
the participants in the Plan?
The number of shares to be purchased for participants in the Plan by
the independent purchasing agent will depend on the amount of the
participants' dividend and the price of the shares. Each participant shall
receive a certificate representing that number of whole shares purchased
with a particular dividend. We will issue cash dividends to each
participant in lieu of fractional shares.
11. When will shares be purchased?
We may purchase shares of our common stock at any time but generally
not later than 30 days after the date that we actually pay a dividend.
Temporary suspension of purchases may occur at any time when, in our
judgment, the purchase of shares would violate any governmental, judicial,
securities exchange or National Association of Securities Dealers, Inc.
order. Dividend and voting rights will commence upon settlement of the
purchase. For the purposes of making purchases, the independent purchasing
agent will commingle each participant's funds with those of all other
participants.
Costs
12. What are the costs to a participant in the Plan?
We will bear all costs of administration of the Plan; however, we
reserve the right to establish service charges in connection with the
Plan. We will notify participants in the Plan prior to any such charges
becoming due.
Reports to Participants
13. What kind of reports will be sent to participants in the Plan?
As soon as practicable after completion of each investment on behalf
of a participant, we will mail to such participant a statement showing
o the amount of the dividend applied toward such investment,
o the taxes withheld, if any,
o the net amount invested,
o the number of shares purchased,
o the average cost per share,
o the cost basis of the shares purchased,
o the date of purchase,
o the amount of the dividend paid in cash in lieu of the issuance
of fractional shares, and
o the amount of any brokerage fees that we pay on behalf of a
participant.
Each participant, with the exception of participants that are
corporations, tax-exempt organizations and other tax-exempt payees, will
receive annually an Internal Revenue Service Form 1099, or any successor
form, reporting dividend income received.
Certificates for Shares
14. Will certificates be issued for shares purchased?
We will issue certificates for whole shares to participants as soon
as practicable following the date upon which we purchase shares under the
Plan. Since we will purchase only whole shares under the Plan, we will not
issue certificates for fractional shares under any circumstances.
Participants shall receive cash in lieu of fractional shares, which will
not be reinvested.
Stock Dividends; Stock Splits
15. What happens if we declare a stock dividend or a stock split?
We will mail to each participant certificates representing any stock
dividends or split shares distributed by our Company. At such time,
participants may elect to reinvest dividends received in the future on all
or any of such shares, unless the participant has elected the full
dividend reinvestment option, in which case dividends on such shares shall
automatically be enrolled in the Plan, unless the participant notifies us
to the contrary.
Withdrawal from Plan
16. How and when may a participant withdraw from the Plan?
A participant may terminate his or her participation in the Plan
prior to any record date by giving written notice to our Company. Within a
reasonable time after termination, we will deliver to the participant (1)
a certificate representing any previously unissued certificates
representing shares of common stock held by our Company, if any, and (2) a
check representing any uninvested dividends, if any.
17. If you are an employee of our Company and a participant in the Plan, what
happens if you terminate your employment?
Termination of employment does not automatically terminate
participation in the Plan. We will continue to reinvest dividends on
shares held in the Plan for an employee who leaves our Company until the
former employee terminates participation in the Plan.
Amendment and Termination of Plan
18. May the Plan be amended or terminated?
Yes. We may amend, supplement, suspend, modify or terminate the Plan
at any time without the approval of the participants. We will send thirty
(30) days' notice of any suspension or material amendment to all
participants, who shall in all events have the right to withdraw from the
Plan.
Federal Income Tax Consequences
19. What are the federal income tax consequences of participating in the Plan?
The following discussion summarizes the principal federal income tax
consequences, under current law, of participation in the Plan. It does not
address all potentially relevant federal income tax matters, including
consequences peculiar to persons subject to special provisions of federal
income tax law. The discussion is based on various rulings of the Internal
Revenue Service regarding several types of dividend reinvestment plans. No
ruling, however, has been issued or requested regarding our Plan. The
following discussion is for your general information only, and you are
urged to consult your own tax advisor to determine the particular tax
consequences that may result from your participation in the Plan and from
the disposition of any shares of common stock purchased pursuant to the
Plan.
Dividends that are reinvested to acquire shares of common stock will
be taxable to you as if you received the dividends. You also will be
treated as receiving an additional dividend equal to the amount of your
share of any brokerage commissions paid by our Company when dividends are
reinvested. For example, if $100 of your dividends are reinvested to
purchase shares of our common stock in the open market under the Plan, and
if the amount of the related brokerage commission is $1, the total amount
of the dividend you will be treated as receiving for federal income tax
purposes will be $101. (The $1 figure in the preceding example is for
purposes of illustration only; it is not a representation or estimate of
the amount or percentage of brokerage commissions that may be paid under
the Plan.)
The initial tax basis of shares of our common stock you acquire with
reinvested dividends will equal the amount of the dividend you are treated
as having received. Consequently, your initial basis in a share acquired
with reinvested dividends will be the share's purchase price plus the
amount of any brokerage commission allocable to the share. The holding
period for shares of our common stock acquired with reinvested dividends
will begin the day after the date the shares are purchased for you, which
may be later than the dividend payment date.
Inquiries Concerning the Plan
20. Who should be contacted with questions concerning the Plan?
All inquiries concerning the Plan should be directed to:
Shenandoah Telecommunications Company
Post Office Box 459
124 South Main Street
Edinburg, Virginia 22824
Attention: Dividend Reinvestment Plan
Interpretation of the Plan
21. Who will interpret the provisions of the Plan?
Our board of directors will determine any question of interpretation
arising under the Plan pursuant to applicable federal and state law and
the rules and regulations of all regulatory authorities, and such
determination shall be final and binding on all participants.
Responsibility of the Company
22. What are the responsibilities of the Company with respect to the Plan?
Neither the Company nor its nominees shall have any responsibility
beyond the exercise of ordinary care for any action taken or omitted
pursuant to the Plan, nor shall they have any duties, responsibilities or
liabilities, except such as are expressly set forth in the Plan.
The Company shall not be liable for any act done in good faith, or
for any good faith omission to act, including, without limitation, any
claim or liability (1) with respect to the prices at which shares are
purchased or the times when purchases are made or (2) for any fluctuation
in the market value of our common stock. Participants must realize that
the Company cannot provide any assurance of a profit or protection against
loss on any shares purchased under the Plan.
USE OF PROCEEDS
We have no basis for estimating precisely either the number of shares of
our common stock that may be sold under the Plan or the prices at which such
shares may be sold. We intend to use the proceeds of newly issued shares sold
pursuant to the Plan, if any, for general corporate purposes.
DESCRIPTION OF OUR COMPANY'S CAPITAL STOCK
The following information with respect to our capital stock is subject to
the detailed provisions of our articles of incorporation and bylaws, as
currently in effect. These statements do not purport to be complete, or to give
full effect to the provisions of statutory or common law, and are subject to,
and are qualified in their entirety by reference to, the terms of our articles
of incorporation and bylaws.
The securities offered hereby are shares of common stock, no par value per
share. As of March 10, 1999, there were 8,000,000 shares authorized, of which
3,755,760 shares were issued and outstanding.
Holders of our common stock have the sole and full power to vote for the
election of directors and all other purposes without limitation, except as
otherwise provided by Virginia law. Holders of our common stock are entitled to
one vote per share of common stock held. The holders of our common stock do not
have cumulative voting rights nor do they have preemptive rights to subscribe
for unissued shares of stock of our Company. Holders of our common stock are
entitled to receive dividends if, when and as declared from time to time by our
board of directors from funds available therefor and to the net assets remaining
upon liquidation of our Company.
INDEMNIFICATION
Our articles of incorporation require that we indemnify our directors and
officers against liabilities, fines, penalties and claims imposed upon or
asserted against them in any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative and whether
formal or informal. This indemnification covers all costs and expenses
reasonably incurred by an officer or director in connection with any such
proceeding, except for matters as to which a director or officer is liable
because he or she engaged in willful misconduct or a knowing violation of
criminal law. In addition, Virginia corporate law and our articles of
incorporation, under certain circumstances, eliminates the liability of
directors and officers for monetary damages in a shareholder or derivative
proceeding.
As permitted by Virginia corporate law, we have purchased a directors' and
officers' liability insurance policy that will, subject to certain limitations,
indemnify our Company and our officers and directors for damages they become
legally obligated to pay as a result of any negligent act, error or omission
committed by directors or officers while acting in their capacities as such.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a registration statement we have filed with the
Securities and Exchange Commission under the Securities Act with respect to the
shares of our common stock being offered by this prospectus. The registration
statement, including the attached exhibits and schedules, contains additional
relevant information about our Company and our common stock. The Commission's
rules and regulations allow us to omit certain information included in the
registration statement from this prospectus. The registration statement may be
inspected by anyone without charge at the Commission's principal office at 450
Fifth Street, N.W., Washington, D.C. 20549.
In addition, we file reports, proxy statements and other information with
the Commission under the Securities Exchange Act of 1934. You may read and copy
this information at the following Commission locations:
Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. 7 World Trade Center Citicorp Center
Room 1024 Suite 1300 500 West Madison Street
Washington, D.C. 20549 New York, New York 10048 Chicago, Illinois 60661-2551
You may also obtain copies of this information by mail from the
Commission's Public Reference Room, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, at prescribed rates. You may obtain information on the
operation of the Public Reference Room by calling the Commission at
1-800-732-0330.
The Commission also maintains an Internet world wide web site that
contains reports, proxy statements and other information about issuers, like our
Company, who file electronically with the Commission. That site's address is
http://www.sec.gov.
The Commission allows us to "incorporate by reference" information into
this prospectus. This means that we can disclose important information to you by
referring you to another document filed separately with the Commission. The
information incorporated by reference is considered to be a part of this
prospectus, except for any information that is superseded by information that is
included directly in this document.
This prospectus specifically incorporates by reference our Annual Report
on Form 10-K for the fiscal year ended December 31, 1997, our Quarterly Reports
on Form 10-Q for the fiscal quarters ended March 31, 1998, June 30, 1998 and
September 30, 1998 and our Current Report on Form 8-K, dated February 9, 1998.
All other reports filed pursuant to Sections 13(a) or 15(d) of the Exchange Act
since the end of our fiscal year ended December 31, 1997 are specifically
incorporated by reference into this prospectus.
All additional documents that we may file with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after
the date of this prospectus and prior to the termination of the offering of our
common stock pursuant to the Plan shall be deemed to be incorporated by
reference into this prospectus. These documents include periodic reports, such
as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K, as well as proxy statements. Any statement contained herein
or in a document, all or a portion of which is incorporated or deemed to be
incorporated by reference herein, shall be deemed to be modified or superseded
for purposes of this prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as modified or
superseded, to constitute a part of this prospectus.
You can obtain any of the documents incorporated by reference in this
document from us or from the Commission through the Commission's web site at the
address described above. Documents incorporated by reference are available from
our Company without charge, excluding any exhibits to those documents, unless
the exhibit is specifically incorporated by reference as an exhibit in this
prospectus. You can obtain documents incorporated by reference in this
prospectus by requesting them in writing or by telephone from our Company at the
following address:
Shenandoah Telecommunications Company
Post Office Box 459
Edinburg, Virginia 22824
Attention: Vice President - Finance
(540) 984-4141
Additional information regarding our Company may be obtained through our
Internet world wide web site. That site's address is http://www.shentel.com.
FORWARD-LOOKING STATEMENTS
We make forward-looking statements in this prospectus within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. When we use any words such as "believes," "anticipates,"
"expects" and words and phrases of similar import, we are making forward-looking
statements. Such forward-looking statements relate to future events, the future
performance of our Company and involve known and unknown risks, uncertainties
and other factors that may cause the actual results, performance or achievements
to be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Prospective investors
should specifically consider the various factors discussed from time to time in
reports filed by our Company with the Securities and Exchange Commission that
could cause actual results to differ.
LEGAL MATTERS
The legality of the shares of our common stock offered by this prospectus
will be passed upon for our Company by Hunton & Williams, Richmond, Virginia.
EXPERTS
The consolidated financial statements of our Company incorporated in this
prospectus and registration statement by reference to our Annual Report on Form
10-K for the fiscal year ended December 31, 1997 have been audited by McGladrey
& Pullen, LLP, independent accountants, as indicated in their report with
respect thereto, and are incorporated in this prospectus by reference in
reliance upon the authority of McGladrey & Pullen, LLP as experts in accounting
and auditing in giving said reports.
Shenandoah Telecommunications Company
Dividend Reinvestment Plan
Participant Card
--------------------------
TO SHENANDOAH TELECOMMUNICATIONS COMPANY ("Plan Agent"):
I hereby appoint you as my Plan Agent, subject to the terms and conditions of
the Dividend Reinvestment Plan of Shenandoah Telecommunications Company (the
"Company"), as set forth in the accompanying Prospectus, and authorize you, to
the extent indicated, to apply all cash dividends payable to me on the common
stock, without par value, of the Company (the "Common Stock") to purchase whole
shares of Common Stock.
This appointment relates only to the shares of Common Stock held by me of record
in the account listed below and all whole shares acquired under the Plan. I
understand that I may terminate my participation in the Plan at any time prior
to a Record Date by notifying you in writing.
I wish to participate in the Shenandoah Telecommunications Company Dividend
Reinvestment Plan on the following basis (select one):
|_| FULL DIVIDEND REINVESTMENT. I want to reinvest dividends on all shares of
Common Stock now or hereafter registered in my name.
|_| PARTIAL DIVIDEND REINVESTMENT. I want to reinvest dividends on only _____
shares of Common Stock registered in my name.
Please Print or Type:
________________________________ SOCIAL SECURITY NUMBER OR TAXPAYER ID NUMBER
______________________________________________________________________________
NAME OF PARTICIPANT(S) (AS IT APPEARS ON YOUR DIVIDEND CHECK)
_____________________________________ ___________________________________
STREET ADDRESS SIGNATURE
_____________________________________ ___________________________________
CITY STATE ZIP TITLE IF SIGNING IN A
REPRESENTATIVE CAPACITY
( ) ____________________ DAYTIME PHONE NUMBER
MAIL TO: SHENANDOAH TELECOMMUNICATIONS COMPANY, POST OFFICE BOX 459, EDINBURG,
VIRGINIA 22824
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14
Other expenses of issuance and distribution.
The following is an estimate of all expenses expected to be incurred by
the Registrant in connection with the issuance and distribution of the
securities registered hereby:
Registration Fees $ 828.79
Federal Taxes 0.00
State Taxes and Fees 1,000.00
Trustees and Transfer Agents Fees 0.00
Costs of Printing and Engraving 2,000.00
Legal Fees 8,000.00
Accounting Fees 1,000.00
Engineering Fees 0.00
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TOTAL $12,828.79
The Company has not paid a premium on any policy obtained in connection
with the offering and sale of the securities registered herein which insures or
indemnifies directors or officers against any liabilities they may incur in
connection with the registration, offering or sale of such securities.
ITEM 15
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. 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 and 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 registrant'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 registrant
carries insurance on behalf of directors, officers, employees or agents that may
cover liabilities under the Securities Act.] The registrant's Articles of
Incorporation also provide that, to the full extent the Virginia Stock
Corporation Act (as it presently exists or may hereafter be amended) permits the
limitation or elimination of the liability of directors and officers, no
director or officer of the registrant shall be liable to the registrant or its
shareholders for monetary damages with respect to any transaction, occurrence or
course of conduct. Section 13.1-692.1 of the Virginia Stock Corporation Act
presently permits the elimination of liability of directors and officers in any
proceeding brought by or in the right of the registrant or brought by or on
behalf of shareholders of the registrant, 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. Sections 13.1-692.1 and 13.1-696 to -704 of the Virginia Stock
Corporation Act are hereby incorporated by reference herein.
ITEM 16
Exhibits Filed Pursuant to Item 601 of Regulation S-K.
4.1 Articles of Incorporation, as amended (filed herewith)
4.2 Bylaws, as amended (filed herewith)
4.3 Rights Agreement, dated as of February 8, 1998 between the Company and
Crestar Bank (incorporated by .reference to Exhibit 1 to the Company's
Current Report on Form 8-K, dated February 9, 1998).
4.4 Shenandoah Telecommunications Company Dividend Reinvestment Plan
(filed herewith)
5.1 Opinion of Hunton & Williams (filed herewith)
23.1 Consent of McGladrey & Pullen, LLP (filed herewith)
23.2 Consent of Hunton & Williams (included in Exhibit 5)
24.1 Power of Attorney (filed herewith)
ITEM 17
Undertakings Required by Item 512 of Regulation S-K.
The undersigned registrant hereby undertakes:
(a) 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 the registration statement. Notwithstanding the foregoing,
any increase or decease 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 and 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 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement.
(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 the
registration statement;
provided, however, that paragraphs (a) (i) and (a) (ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
(b) 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.
(c) 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.
(d) 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
Section 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 the registration statement 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.
SIGNATURES
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 Form S-3 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 February 8, 1999.
Shenandoah Telecommunications Company
(Registrant)
By: /s/Christopher E. French
Christopher E. French
President
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities indicated
on February 8, 1999. Each of the directors and/or officers of Shenandoah
Telecommunications Company whose signature appears below hereby appoints
Christopher E. French as his attorney-in-fact to sign in his name and behalf, in
any and all capacities stated below and to file with the Commission any and all
amendments, including post-effective amendments to this registration statement,
making such changes in the registration statement as appropriate, and generally
to do all such things in their behalf in their capacities as officers and
directors to enable Shenandoah Telecommunications Company to comply with the
provisions of the Securities Act of 1933, and all requirements of the Securities
and Exchange Commission.
Signature Title
/s/Douglas C. Arthur Director
Douglas C. Arthur.
/s/Noel M. Borden Vice President and Director
Noel M. Borden
/s/Dick D. Bowman Treasurer and Director
Dick D. Bowman
/s/Ken L. Burch Director
Ken L. Burch
/s/Christopher E. French President and Director
Christopher E . French (Principal Executive Officer)
/s/Grover M. Holler, Jr. Director
Grover M. Holler, Jr.
/s/Harold Morrison, Jr. Secretary and Director
Harold Morrison, Jr.
/s/Zane Neff Assistant Secretary and Director
Zane Neff
/s/Laurence F. Paxton Vice President - Finance
Laurence F. Paxton (Principal Financial and Accounting Officer)
/s/James E. Zerkel, II Director
James E. Zerkel, II
EXHIBIT INDEX
Exhibit Exhibit Index
4.1 Articles of Incorporation, as amended
4.2 Bylaws, as amended
4.3 Rights Agreement, dated as of February 8, 1998 between the
Company and Crestar Bank (incorporated by reference to Exhibit 1
to the Company's Current Report on Form 8-K, dated
February 9, 1998)
4.4 Shenandoah Telecommunications Company Dividend Reinvestment Plan
5.1 Opinion of Hunton & Williams
23.1 Consent of McGladrey & Pullen, LLP
23.2 Consent of Hunton & Williams (included in Exhibit 5)
24.1 Power of Attorney (located on signature page)
Exhibit 4.1
January 29, 1981
As Amended: April 22, 1986
April 19, 1988
December 1, 1990
January 23, 1995
May 18, 1998
SHENANDOAH TELECOMMUNICATIONS COMPANY
Date of Incorporation: February 4, 1981
ARTICLES OF INCORPORATION
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
No stockholder shall have the preemptive right to acquire unissued shares
of the Corporation or securities convertible into such shares or warrants,
options or rights to acquire such shares.
ARTICLE V
The initial registered office shall be located at 11th Floor, 707 East Main
Street, Richmond, Virginia, in the City of Richmond, and the initial registered
agent is John W. Riely, whose business address is the same as the address of the
initial registered office and who is a resident of Virginia and a member of the
Virginia State Bar.
ARTICLE VI
The authorized number of directors of this Corporation shall be not less
than seven (7) and not more than nine (9). The number of directors within this
range shall be stated in the Corporation's Bylaws, as may be amended from time
to time. When the number of directors is changed the Board of Directors shall
determine the class or classes to which the increased or decreased number of
directors shall be apportioned; provided that the directors in each class shall
be as nearly equal in number as possible. No decrease in the number of directors
shall have the effect of shortening the term of any incumbent director.
Effective as of the annual meeting of shareholders in 1998, the Board of
Directors shall be divided into three classes, designated as Class I, Class II
and Class III, as nearly equal in number as possible, and the term of office of
directors of one class shall expire at each annual meeting of shareholders, and
in all cases until their successors shall be elected and shall qualify, or until
their earlier resignation, removal from office, death or incapacity. The initial
term of office of Class I shall expire at the annual meeting of shareholders in
1999, that of Class II shall expire at the annual meeting in 2000, and that of
Class III shall expire at the annual meeting in 2001, and in all cases as to
each director until his successor shall be elected and shall qualify, or until
his earlier resignation, removal from office, death or incapacity.
Subject to the foregoing, ateach meeting of shareholders the successors to
the class of directors whose term shall then expire shall be elected to hold
office for a term expiring at the third succeeding annual meeting and until
their successors shall be elected and qualified.
The directors remaining in office acting by a majority vote, or a sole
remaining director, although less than a quorum, are hereby expressly delegated
the power to fill any vacancies in the Board of Directors, however occurring,
whether by an increase in the number of directors, death, resignation,
retirement, disqualification, removal from office or otherwise, and any director
so chosen shall hold office until the next shareholder meeting at which
directors are elected and until his successor shall have been elected and
qualified, or until his earlier resignation, removal from office, death or
incapacity.
Any director may be removed from office at a meeting called expressly for
that purpose by the vote of shareholders holding not less that 75% of the shares
entitled to vote at the election of directors.
ARTICLE VII
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 (a) 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 (b) 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 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.
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 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 3 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 a 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 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
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.
Dated January 29, 1981
(s) John W. Riely
Exhibit 4.2
Amended 1-12-98
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 of 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 stockholders 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.
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 - At each annual meeting of shareholders (or
any meeting held in lieu of the annual meeting for that purpose) the successors
to the class of directors whose term shall then expire shall be elected to hold
office for a term expiring at the third proceeding annual meeting and until
their successors shall be elected and qualified.
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 time 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.
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.
ARTICLE IV
OFFICERS
SECTION 1. Election - The officers of the company shall consist of a president,
a vice 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.
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.
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
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 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.
Exhibit 4.4
SHENANDOAH TELECOMMUNICATIONS COMPANY
DIVIDEND REINVESTMENT PLAN
DESCRIPTION, TERMS AND CONDITIONS
1. PURPOSE OF THE PLAN
The purpose of this Dividend Reinvestment Plan (the "Plan") is to provide
the participating shareholders of Shenandoah Telecommunications Company (the
"Company") with a convenient method of investing cash dividends in additional
shares of the common stock of the Company at a cost that may, because of the
Company's payment of brokerage fees associated with the purchases of Common
Stock under the Plan, represent a savings over that available in normal market
purchases.
2. DEFINITIONS.
For purposes of the Plan, the following words or phrases shall have
meanings assigned to them below:
(a) "Common Stock" shall mean the common stock, without par value, of the
Company.
(b) "Company" shall mean Shenandoah Telecommunications Company.
(c) "Dividend Reinvestment Plan Committee" shall mean the committee so
designated by the Board of Directors of the Company. The Dividend
Reinvestment Committee shall be composed of at least three directors,
the majority of whom shall be outside directors.
(d) "Investment Date" shall mean the date a dividend is actually paid by
the Company.
(e) "Outside Advisor" shall mean a non-Board member chosen by the Dividend
Reinvestment Plan Committee who is experienced in the
telecommunications markets and the securities business.
(f) "Participant" shall mean a holder of Common Stock of the Company who
has elected to participate in the Plan by delivering an executed
Participant Card to the Plan Agent.
(g) "Participant Card" shall mean the card or other document designated by
the Plan Agent as the required evidence of a shareholder's election to
participate in the Plan.
(h) "Plan Agent" shall mean the Company, and shall also mean any other
entity to which the Company has delegated all or any part of its
responsibilities hereunder, with the exception of purchasing Plan
Shares pursuant to the Plan.
(i) "Plan Shares" shall mean shares of Common Stock that have been
purchased by the Purchasing Agent on behalf of a Participant under the
Plan.
(j) "Purchasing Agent" shall mean the entity designated by the Plan Agent
to purchase Plan Shares for the Participants.
(k) "Record Date" shall mean the date on which a person must be registered
as a shareholder on the stock books of the Company in order to receive
a dividend.
3. ADMINISTRATION
The Plan shall be administered by the Company; however, the purchase of
Plan Shares will be delegated to an unaffiliated third party (the "Purchasing
Agent"). The initial Purchasing Agent shall be Legg Mason Wood Walker, Inc.
4. PARTICIPATION
Subject to the provisions of Sections 4, 5, and 13 herein, all holders of
record of the Common Stock of the Company are eligible to participate in the
Plan. A beneficial owner whose shares are registered in a name other than his
own must become a shareholder of record with respect to any such shares that the
shareholder desires to participate in the Plan by transferring such shares into
his own name in order to participate in the Plan.
The Company reserves the right not to offer participation in the Plan to
those holders of record who reside in jurisdictions that require registration of
the Plan with the securities commission of that jurisdiction.
5. ENROLLMENT
A shareholder of record may enroll in the Plan at any time, unless (a) the
Plan Agent or the Purchasing Agent has reason to believe that such enrollment is
not, at such time, permitted under the laws of the jurisdiction in which such
shareholder resides or under the laws of the United States, or (b) the Plan is
suspended or terminated as hereinafter provided, by completing and signing a
Participant Card and returning it to the Plan Agent. If a Participant Card
requesting reinvestment of dividends is received by the Plan Agent on or before
the Record Date established for a particular dividend, reinvestment will
commence with that dividend. If a Participant Card is received from a
shareholder after the Record Date established for a particular dividend, the
reinvestment of dividends will begin on the Investment Date following the next
Record Date if the shareholder is still a holder of record. A shareholder who
elects to enroll in the Plan may participate with respect to some or all shares
of Common Stock owned of record by that shareholder. Once a shareholder has
enrolled in the Plan, his participation continues with respect to his
participating shares until terminated by such shareholder or by the Company
pursuant to the terms of the Plan.
6. PURCHASES
On each Investment Date, the Company will pay to the Purchasing Agent the
total amount of dividends payable on each Participant's shares of Common Stock
enrolled in the Plan (including Plan Shares) and, except as otherwise directed
by the Company, the Purchasing Agent shall use that amount to purchase Common
Stock in the open market, from the Company, or a combination of both, for the
Participant.
Purchases will be made as soon as possible after the applicable Investment
Date, but not more than thirty (30) days after such date. The purchase price to
a Participant of Common Stock purchased in the open market will be the cost
(excluding brokerage commissions) to the Purchasing Agent of such purchases. The
price of shares purchased from the Company on behalf of the Participants shall
be a price determined by the Dividend Reinvestment Plan Committee of the
Company, as advised by the Outside Advisor. In determining the per share
purchase price, the Committee, in consultation with the Outside Advisor, may
take into consideration, among other factors, the book value of the Common Stock
of the Company, the relationship between the traded price and book value of
shares for telecommunications companies of similar size and similar operating
results to the Company, any recent trades of the Common Stock of the Company
brought to the attention of the Committee and such additional information as the
Committee in its judgment deems appropriate. No shares of Common Stock will be
issued to a Participant until the date on which the Purchasing Agent has
purchased sufficient shares of Common Stock to cover purchases for all
Participants in the Plan. If purchases occur at different prices, the purchase
price per share of Common Stock to all Participants will be based upon the
average of the prices of all shares of Common Stock purchased.
7. TEMPORARY CURTAILMENT OF PURCHASES OR SALES
Temporary curtailment or suspension of purchases of shares may be made at
any time when such purchases would, in the judgment of the Plan Agent,
contravene or be restricted by applicable regulations, interpretations or orders
of the Securities and Exchange Commission, or any other governmental commission,
agency or instrumentality, of any court or securities exchange or of the
National Association of Securities Dealers, Inc. The Plan Agent shall not be
accountable or otherwise liable for failure to make purchases at such times.
8. COSTS
Participants will be charged the actual cost (excluding brokerage
commissions, which shall be paid by the Company) of all Common Stock purchased.
All costs of administration of the Plan will be borne by the Company; however,
reasonable service charges may be assessed by the Company upon thirty (30) days'
notice to the Participants.
9. REPORTS TO PARTICIPANTS
As soon as practicable after completion of each investment on behalf of a
Participant, the Plan Agent will mail to such Participant a statement of account
showing (i) the amount of the dividend applied toward such investment, (ii) the
taxes withheld, if any, (iii) the net amount invested, (iv) the number of shares
purchased, (v) the average cost per share, (vi) the cost basis of whole shares
purchased, (vii) the date of purchase and (viii) the amount of the dividend paid
in cash in lieu of the issuance of fractional shares. Each Participant will
receive annually Internal Revenue Service Form 1099, or any successor form,
reporting dividend income received.
10. CERTIFICATES FOR SHARES
Certificates for whole Plan Shares will be issued to Participants as soon
as practicable following each Investment Date. Certificates for fractional
shares will not be issued under any circumstances. Participants shall receive
cash in lieu of fractional shares.
11. TERMINATION OF ACCOUNT AND WITHDRAWALS
A Participant may terminate his account at any time prior to a Record Date
by giving written notice of termination to the Plan Agent. Any notice received
after a Record Date shall not be effective until the following Record Date.
Within a reasonable time after termination, the Plan Agent will deliver to
the Participant (i) a certificate representing any previously unissued Plan
Shares held under the Plan, if any, and (ii) a check for any uninvested
dividends, if any.
12. STOCK DIVIDENDS; STOCK SPLITS
Certificates representing any stock dividends or split shares distributed
by the Company will be mailed to each Participant. At such time, Participants
may elect to reinvest dividends received in the future on all or any of such
shares, unless the Participant has elected the Full Dividend Reinvestment
option, in which case dividends on such shares shall automatically be enrolled
in the Plan, unless the Participant notifies the Plan Agent to the contrary.
13. AMENDMENT OR DISCONTINUANCE OF THE PLAN
The Company may amend, supplement, suspend, modify or terminate the Plan
at any time without the approval of the Participants. Thirty (30) days' notice
of any suspension or material amendment shall be sent to all Participants, who
shall in all events have the right to withdraw from the Plan.
14. INTERPRETATION OF THE PLAN
Any question of interpretation arising under the Plan will be determined
by the Board of Directors of the Company pursuant to applicable federal and
state law and the rules and regulations of all regulatory authorities, and such
determination shall be final and binding on all Participants.
15. NOTICES
All communications with or notices to the Participants may be given by
letter addressed to the Participant at the Participant's last address of record
with the Company. The Participant agrees to give prompt written notice to the
Company of any change of address.
All communications with or notices required to be given to the Plan Agent
should be addressed to:
Shenandoah Telecommunications Company
Post Office Box 459
124 South Main Street
Edinburg, Virginia 22824
Attention: Dividend Reinvestment Plan
Additional Participant Cards may be requested and inquiries made about the
Plan by writing to the mailing address shown above or by calling the Plan Agent
at (540) 984-4141.
In the event of any change in or substitution of the Plan Agent, a notice
of the new Plan Agent's address and telephone number shall be sent to all
participants and this Section 15 shall be amended accordingly.
16. DUTIES AND RESPONSIBILITIES
Neither the Company, the Plan Agent nor its nominees shall have any
responsibility beyond the exercise of ordinary care for any action taken or
omitted pursuant to the Plan, nor shall they have any duties, responsibilities
or liabilities, except such as are expressly set forth herein. Neither the
Company nor the Plan Agent shall be liable for any act done in good faith, or
for any good faith omission to act, including, without limitation, any claims of
liability (a) with respect to the time or prices at which Common Stock is
purchased for a Participant, or any inability to purchase Common Stock for any
reason or (b) for any fluctuation in the market value of the Common Stock.
17. GOVERNING LAW
This Plan is governed by the laws of the Commonwealth of Virginia.
18. NO TERMINATION BY OPERATION OF LAW
The delivery by a Participant of a signed Participant Card to the Plan
Agent shall constitute an irrevocable appointment of the Plan Agent as such
Participant's agent, which appointment can only be terminated by terminating
such Participant's account in the manner provided in Section 11. The authority
conferred by the Participant Card shall not be terminated by operation of law,
whether by the death or incapacity of the Participant, the termination of any
trust, the dissolution of any corporation or the occurrence of any other event.
19. GENDER AND NUMBER
Except when otherwise indicated by the context, the masculine gender shall
also include the feminine gender, and the definition of any term herein in the
singular shall also include the plural.
20. EFFECTIVE DATE
The effective date of the Plan is February 8, 1999.
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANT
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report, dated January 30, 1998, which appears on
page 17 of the Annual Report on Form 10-K of Shenandoah Telecommunications
Company and Subsidiaries for the year ended December 31, 1997. We also consent
to the reference to our Firm under the caption "Experts" in the aforementioned
Registration Statement.
MCGLADREY & PULLEN, LLP
Richmond, Virginia
March 10, 1999
Exhibit 23.2
File No.: 29353.44
March 11, 1999
Board of Directors
Shenandoah Telecommunications Company
124 South Main Street
Edinburg, Virginia 22824
Registration Statement on Form S-3
Shenandoah Telecommunications Company
Dividend Reinvestment Plan
Gentlemen:
We are acting as counsel for Shenandoah Telecommunications Company (the
"Company") in connection with its registration under the Securities Act of 1933,
as amended, of 150,000 shares of its common stock, including the accompanying
common stock purchase rights attached thereto (collectively, the "Shares"),
which are proposed to be offered and sold as described in the Company's
Registration Statement on Form S-3 for the Company's Dividend Reinvestment Plan
(the "Registration Statement") to be filed with the Securities and Exchange
Commission (the "Commission") on March 11, 1999.
In rendering this opinion, we have relied upon, among other things, our
examination of such records of the Company and certificates of its officers and
of public officials as we have deemed necessary.
Based upon the foregoing, weare 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. With respect to Shares that may be issued and sold by the Company
pursuant to the Dividend Reinvestment Plan, after appropriate authorization by
the Board of Directors of the Company of the issue and sale of such Shares and a
good faith determination by the Board of Directors that the consideration to be
received therefor is adequate and, upon issuance and sale of such Shares under
the terms of the Dividend Reinvestment Plan and receipt by the Company of full
payment therefor in accordance with the corporate authorization, such Shares
will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement.
Very truly yours,
/s/ Hunton & Williams
04659/08184