-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NKNuejQTjv2OqA3lbyGYuUtgulWsyscMztxBgsOTRYz+zWoDm+VbQOlRgbVW+YmL mVemeDtKpgSUWllakIOQ4w== 0000950152-05-000117.txt : 20050107 0000950152-05-000117.hdr.sgml : 20050107 20050107165053 ACCESSION NUMBER: 0000950152-05-000117 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050107 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050107 DATE AS OF CHANGE: 20050107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WARWICK VALLEY TELEPHONE CO CENTRAL INDEX KEY: 0000104777 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 141160510 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11174 FILM NUMBER: 05518757 BUSINESS ADDRESS: STREET 1: 47 49 MAIN ST CITY: WARWICK STATE: NY ZIP: 10990 BUSINESS PHONE: 9149861101 MAIL ADDRESS: STREET 1: 47 49 MAIN ST STREET 2: PO BOX 592 CITY: WARWICK STATE: NY ZIP: 10990 8-K 1 l11367ae8vk.txt WARWICK VALLEY TELEPHONE COMPANY FORM 8-K 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) January 7, 2005 ---------------- WARWICK VALLEY TELEPHONE COMPANY --------------------------------- (Exact Name of Registrant as Specified in Charter) NEW YORK 0-11174 14-1160510 - ------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS employer of Incorporation) File Number) Identification No.) 47 MAIN STREET, WARWICK, NEW YORK 10990 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (845) 986-8080 ---------------- - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 1.01. Entry into a Material Definitive Agreement The information regarding the terms of employment of Michael A. Cutler as Vice President, Chief Financial Officer and Treasurer of Warwick Valley Telephone Company are incorporated in this Item 1.01 by reference. Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. (c) Warwick Valley Telephone Company (the "Company") has appointed Michael A. Cutler as Vice President, Chief Financial Officer and Treasurer of the Company, effective January 24, 2005. Prior to joining the Company, Mr. Cutler, 55, served from 2003 to January 2005 as Director of Finance of Gibraltar Industries Corporation - Hubbell Division. Prior to his current position, Mr. Cutler spent over 20 years in telecommunications, primarily with SBC/Ameritech, a national telecommunications company providing voice, video and data services to both business and residential customers. From 2001 to 2003, Mr. Cutler was a consultant / project manager for Telkon South Africa (a telecommunications subsidiary of SBC); from 2000 to 2001 was a consultant for RSM International, a consulting subsidiary of R. S. McGladry, an accounting firm; from 1993 to 2000 he served as Executive Director of Finance for SBC/Ameritech; from 1979 to 1999 he held the positions of Project Manager of Centertel Mobil Phone Company (a subsidiary of Ameritech) and Staff Accounting Manager for Ameritech/Illinois Bell. None of these companies is a parent or subsidiary of the Company. Mr. Cutler is not a director of any reporting company or registered investment company. In addition to being a CPA, Mr. Cutler holds an MBA, Finance & Accounting from Roosevelt University and a B.A. in Philosophy from Northwestern University. The Company has not entered into any employment agreement with Mr. Cutler nor does it offer any of its executive officers or senior management equity-based compensation. Mr. Cutler's appointment as Vice President, Chief Financial Officer and Treasurer was pursuant to an offer that included an annual salary of $158,000 with the possibility of an annual performance bonus as determined by the Board of Directors. Mr. Cutler will also be entitled to certain benefits, including health insurance, life insurance, the right to participate in the Company 401(k) plan which has a Company match of up to 9% of salary, several service concessions and use of a Company car. There was no arrangement or understanding between Mr. Cutler and any other person pursuant to which he was selected as an officer, and there is no family relationship between him and any director or executive officer of the Company. The Company's press release announcing the appointment of Mr. Cutler is attached hereto and incorporated herein by reference as Exhibit 99.1 Item 9.01. Financial Statements and Exhibits 99.1 Press Release entitled "WVTC Announces Appointment of CFO", dated January 7, 2005. SIGNATURES 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. WARWICK VALLEY TELEPHONE COMPANY Dated: January 7, 2005 By: /s/ Herbert Gareiss, Jr. ------------------------- Name: Herbert Gareiss, Jr. Title: President, Chief Executive Officer EX-99.1 2 l11367aexv99w1.txt EXHIBIT 99.1 - PRESS RELEASE Exhibit 99.1 Warwick Valley Telephone Company (Nasdaq: WWVY) announced that on January 24, 2005, Mr. Michael A. Cutler will join the Company as Vice President, Chief Financial Officer and Treasurer. Mr. Cutler currently serves as the Director of Finance of Gibraltar Industries Corporation - Hubbell Division. Prior to joining Gibraltar in 2003, Mr. Cutler spent over 20 years in the telecommunications industry, primarily with SBC/Ameritec/ Illinois Bell, holding various senior financial positions. -----END PRIVACY-ENHANCED MESSAGE-----