As filed with the Securities and Exchange Commission on May 4, 2007
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CITIZENS COMMUNICATIONS COMPANY
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of 06-0619596
incorporation or organization) (I.R.S. Employer Identification No.)
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3 High Ridge Park
Stamford, Connecticut 06905
(203) 614-5600
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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CITIZENS COMMUNICATIONS COMPANY
NON-EMPLOYEE DIRECTORS' EQUITY INCENTIVE PLAN
(Full Title of Plan)
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Donald R. Shassian
Chief Financial Officer
Citizens Communications Company
3 High Ridge Park
Stamford, Connecticut 06905
(203) 614-5600
(Name and address, including zip code,
and telephone number, including area code, of agent for service)
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Copy to:
Hilary E. Glassman, Esq.
Senior Vice President, General Counsel and Secretary
Citizens Communications Company
3 High Ridge Park
Stamford, Connecticut 06905
(212) 614-5600
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered Offering Price Per Aggregate Offering Registration Fee
Share Price
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Common Stock, par value $0.25 per share 2,540,761 shares (1)(2) $15.625 (3) $31,250,000 (4) $960.00
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(1) Pursuant to instruction E to Form S-8 and the telephonic interpretation of
the Securities and Exchange Commission set forth in Section G. Securities
Act Forms, No. 89, of the Division of Corporation Finance's Manual of
Publicly Available Telephone Interpretations dated July 1997, of the
2,540,761 shares of the Company's common stock, par value $0.25 per share,
registered hereby, 540,761 shares are being carried forward from a
Registration Statement on Form S-8 filed on February 5, 1999 (Registration
No. 333-71821) (the "February 1999 Form S-8") in connection with the
Citizens Communications Company (formerly Citizens Utilities Company)
Non-Employee Directors' Deferred Fee Equity Plan. A total registration fee
of $2,575 was paid with respect to the February 1999 Form S-8. Pursuant to
Instruction E to Form S-8 and Interpretation 89, no additional registration
fee is due with respect to the 540,761 shares carried forward from the
February 1999 Form S-8 and registered hereby.
(2) This registration statement also covers an indeterminate number of shares
of common stock that may be issued by reason of stock splits, stock
dividends or similar transactions in accordance with Rule 416 of the
Securities Act of 1933.
(3) Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933,
based upon the average of the high and low sales prices of the common stock
as reported on the New York Stock Exchange Composite Tape on April 27,
2007.
(4) Based on 2,000,000 shares. Does not include the 540,761 shares as described
in note (1) above.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Citizens Communications Company (the "Company") will send or give the
documents containing the information specified in Part I of Form S-8 to
participants in the Non-Employee Directors' Equity Incentive Plan as specified
by Rule 428(b)(1) under the Securities Act of 1933. The Company is not required
to file these documents with the Commission either as part of this registration
statement or as reoffer prospectuses or reoffer prospectus supplements under
Rule 424 of the Securities Act. These documents and the documents incorporated
by reference in this registration statement pursuant to Item 3 of Part II of
this Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Citizens Communications Company (the
"Company") with the Securities and Exchange Commission pursuant to Section 13 of
the Exchange Act of 1934 and any future filings under Section 13(a), 13(c), 14
or 15(d) of the Exchange Act made prior to the termination of the offering are
incorporated by reference:
* the Annual Report on Form 10-K for the fiscal year ended December 31,
2006;
* the Current Reports on Form 8-K filed on March 1, 2007, March 9, 2007
(as amended on Form 8-K/A on April 11, 2007), March 15, 2007, March
19, 2007, March 20, 2007, March 23, 2007, March 27, 2007 and March 28,
2007; and
* the description of the Company's common stock contained under
"Description of Capital Stock" in the Company Registration Statement
on Form 8-A filed on March 22, 2002 as well as the description of the
adoption of a rights plan and related matters contained in Exhibit 1
to that Registration Statement, including any amendment or report
filed for the purpose of updating the description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, after the date of the initial filing of this
registration statement and prior to the filing of a post-effective amendment
indicating that all securities offered hereby have been sold or deregistering
all securities then remaining unsold, shall be deemed to be incorporated by
reference into this registration statement and to be a part hereof from the date
of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporations Law ("Delaware Law")
permits a corporation, under specified circumstances, to indemnify its
directors, officers, employees and agents against expenses (including attorneys'
fees) and other liabilities actually and reasonably incurred by them as a result
of any suit (other than a suit brought by or in the right of the corporation)
brought against them in their capacity as such, if they acted in good faith and
in a manner they reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, if they had no reasonable cause to believe their conduct was
unlawful. Section 145 of the Delaware Law also provides that directors,
officers, employees and agents may also be indemnified against expenses
(including attorneys' fees) incurred by them in connection with a suit brought
by or in the right of the corporation if they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the corporation, except that no indemnification may be made, unless otherwise
determined by the court, if such person was adjudged liable to the corporation.
The Delaware Law also provides that the indemnification described above
will not be deemed exclusive of other indemnification that may be granted by a
corporation pursuant to its by-laws, disinterested directors' vote,
stockholders' vote, agreement or otherwise.
The Delaware Law also provides corporations with the power to purchase and
maintain insurance 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 in a similar capacity for another corporation, partnership, joint
venture, trust or other enterprise, against any liability asserted against him
or her in any such capacity, or arising out of his or her status, whether or not
the corporation would have the power to indemnify him or her against such
liability as described above.
As permitted by sections 102 and 145 of Delaware Law, the registrant's
Restated Certificate of Incorporation eliminates the liability of a director to
Citizens and its stockholders for monetary damages for breach of a director's
fiduciary duty except for liability under section 174 of Delaware Law, for any
breach of the director's duty of loyalty to Citizens or its stockholders, for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law or for any transaction from which the director derived
an improper personal benefit.
The registrant's By-laws provide that to the fullest extent permitted by
applicable law as then in effect, the registrant shall indemnify any person (the
"Indemnitee") who was or is involved in any manner (including, without
limitation, as a party or witness) or was or is threatened to be made so
involved in any threatened, pending or completed investigation, claim, action,
suit or proceeding, whether civil, criminal, administrative, or investigative
(including, without limitation, any action or proceeding by or in the right of
the registrant to procure a judgment in its favor) (a "Proceeding"), by reason
of the fact that he is or was a director or officer of the registrant, or is or
was serving at the request of the registrant as a director or officer of another
corporation, or of a partnership, joint venture, trust or other enterprise
(including, without limitation, service with respect to any employee benefit
plan), whether the basis of any such Proceeding is alleged action in an official
capacity as director or officer or in any other capacity while serving as a
director or officer, against all expenses, liability and loss (including,
without limitation, attorneys' fees, judgments, fines, ERISA excise taxes or
penalties, and amounts paid or to be paid in settlement) actually and reasonably
incurred by him in connection with such Proceeding. Such indemnification shall
continue as to a person who has ceased to be a director or officer and shall
inure to the benefit of his heirs, executors, administrators and legal
representatives. The right to indemnification conferred in the registrant's
By-laws includes the right to receive payment of any expenses incurred by the
Indemnitee in connection with such Proceeding in advance of the final
disposition of the Proceeding, consistent with applicable law as then in effect.
The above discussion of the Delaware Law and the registrant's Restated
Certificate of Incorporation and By-laws is not intended to be exhaustive and is
qualified in its entirety by such statutes, the Restated Certificate of
Incorporation and the By-laws.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
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4.1 Restated Certificate of Incorporation (filed as Exhibit 3.1 to the
Company's Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2000).*
4.2 Bylaws as amended to date (filed as Exhibit 99.2 to the Company's
Current Report on Form 8-K dated May 25, 2006).*
4.3 Non-Employee Directors' Equity Incentive Plan (filed as Annex B to
the Company's Proxy Statement dated April 17, 2006).*
5.1 Opinion of Hilary E. Glassman, S enior Vice President, General
Counsel and Secretary of the Company.**
23.1 Consent of KPMG LLP.**
23.2 Consent of Hilary E. Glassman (included in the opinion filed as
Exhibit 5.1 to this registration statement).**
24.1 Power of Attorney (included in the signature pages of this
registration statement).**
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* Incorporated by reference.
** Filed herewith.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act;
(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; and
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
provided, however, that the undertakings in paragraph (a)(1)(i)
and (a)(1)(ii) do not apply if 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 Exchange Act, that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each
filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Stamford, State of Connecticut, on this 4th day of
May, 2007.
CITIZENS COMMUNICATIONS COMPANY
By: /s/ Robert J. Larson
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Robert J. Larson
Senior Vice President and
Chief Accounting Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Citizens Communications
Company, hereby severally constitute and appoint Donald R. Shassian and Robert
J. Larson, and each of them singly, our true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, to sign for us and in
our name in the capacities indicated below, any and all amendments to this
registration statement on Form S-8 filed by Citizens Communications Company with
the Securities and Exchange Commission, and generally to do all such things in
our name and behalf in such capacities to enable Citizens Communications Company
to comply with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, and we hereby ratify and
confirm our signatures as they may be signed by our said attorneys, or any of
them, to any and all such amendments.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
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/s/ Mary Agnes Wilderotter Chairman of the Board, Chief May 4, 2007
------------------------------------ Executive Officer and President
Mary Agnes Wilderotter (Principal Executive Officer)
/s/ Donald R. Shassian Chief Financial Officer May 4, 2007
------------------------------------ (Principal Financial Officer)
Donald R. Shassian
/s/ Robert J. Larson Senior Vice President and Chief May 4, 2007
------------------------------------ Accounting Officer
Robert J. Larson (Principal Accounting Officer)
/s/ Kathleen Q. Abernathy Director May 4, 2007
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Kathleen Q. Abernathy
/s/ Leroy T. Barnes, Jr. Director May 4, 2007
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Leroy T. Barnes, Jr.
/s/ Michael T. Dugan Director May 4, 2007
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Michael T. Dugan
/s/ Jeri B. Finard Director May 4, 2007
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Jeri B. Finard
/s/ Lawton Wehle Fitt Director May 4, 2007
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Lawton Wehle Fitt
/s/ Stanley Harfenist Director May 4, 2007
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Stanley Harfenist
/s/ William M. Kraus Director May 4, 2007
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William M. Kraus
/s/ Howard L. Schrott Director May 4, 2007
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Howard L. Schrott
/s/ Larraine D. Segil Director May 4, 2007
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Larraine D. Segil
/s/ Bradley E. Singer Director May 4, 2007
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Bradley E. Singer
/s/ Edwin Tornberg Director May 4, 2007
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Edwin Tornberg
/s/ David H. Ward Director May 4, 2007
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David H. Ward
/s/ Myron A. Wick, III Director May 4, 2007
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Myron A. Wick, III