Form 8-K
0000354963 False 0000354963 2019-10-30 2019-10-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  October 29, 2019

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logo 

SHENANDOAH TELECOMMUNICATIONS CO/VA/

(Exact name of registrant as specified in its charter)

_______________________________

Virginia 0-9881 54-1162807
(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

500 Shentel Way, P.O. Box 459

Edinburg, Virginia 22824

(Address of Principal Executive Offices) (Zip Code)

(540) 984-4141

(Registrant's telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock (No Par Value) SHEN NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 
 
Item 8.01. Other Events.

       On October 29, 2019, the Board of Directors of Shenandoah Telecommunications Company (the “Company”) authorized a share repurchase program, under which the Company may purchase up to an aggregate of $80 million of the Company’s outstanding common stock. The share repurchase program will become effective November 4, 2019. While the share repurchase program does not have an expiration date, management expects to fully complete the program within the next twelve months. Shares may be purchased from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, privately negotiated transactions, or other means. The share repurchase program may be suspended, discontinued or terminated at any time at the Company’s discretion.

       Additionally, on October 29, 2019, the Company’s Board of Directors declared a cash dividend of $0.29 per share. The dividend will be payable December 2, 2019, to stockholders of record as of the close of business on November 14, 2019.

       On October 30, 2019, the Company issued a press release related to the share repurchase program and the cash dividend, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.   Description
     
99.1   Press Release dated October 30, 2019.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  SHENANDOAH TELECOMMUNICATIONS CO/VA/
     
   
Date: October 30, 2019 By:  /s/ James J. Volk        
    James J. Volk
    Senior Vice President – Chief Financial Officer
(Principal Financial Officer)
   

 

EdgarFiling

EXHIBIT 99.1

Shenandoah Telecommunications Company Announces Dividend and Share Repurchase Program

EDINBURG, Va., Oct. 30, 2019 (GLOBE NEWSWIRE) -- The Board of Directors of Shenandoah Telecommunications Company (Shentel) (NASDAQ: SHEN) declared a cash dividend of $0.29 per share and authorized a share repurchase program, under which the Company may purchase up to an aggregate of $80 million of its outstanding common stock.

The dividend is an increase of $0.02 per share or 7.4% over the 2018 dividend.  The dividend will be payable December 2, 2019, to shareholders of record as of the close of business on November 14, 2019.  The Company has paid an annual dividend for 59 consecutive years and has increased the dividend in each of the past seven years.

The share repurchase program will become effective November 4, 2019 and is expected to be executed over the next twelve months.  Shares may be purchased from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, privately negotiated transactions, or other means.  The share repurchase program may be suspended, discontinued or terminated at any time at the Company’s discretion.

“Our track record of paying and increasing our dividend along with the adoption of the share repurchase program demonstrates our confidence in the strong cash flow generation of our businesses,” said President and CEO Christopher E. French.  “We will continue to invest in the long-term growth of our business segments while returning capital to our shareholders.”

About Shenandoah Telecommunications

Shenandoah Telecommunications Company (Shentel) provides a broad range of diversified communications services through its high speed, state-of-the-art network to customers in the Mid-Atlantic United States. The Company’s services include: wireless voice and data; cable video, internet and digital voice; fiber network and services; and regulated local and long distance telephone. Shentel is the exclusive personal communications service (“PCS”) Affiliate of Sprint in a multi-state area covering large portions of central and western Virginia, south-central Pennsylvania, West Virginia, and portions of Maryland, North Carolina, Kentucky, and Ohio. For more information, please visit www.shentel.com.

For further information, please contact Jim Volk, Senior Vice President-Finance and Chief Financial Officer, at 540-984-5168.

This release contains forward-looking statements that are subject to various risks and uncertainties. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of unforeseen factors. A discussion of factors that may cause actual results to differ from management’s projections, forecasts, estimates and expectations is available in the Company’s filings with the SEC. Those factors may include changes in general economic conditions, increases in costs, changes in regulation and other competitive factors.