Warwick Valley Telephone Company 8-K

0000950152-06-001614.txt : 20060302 0000950152-06-001614.hdr.sgml : 20060302 20060301182957 ACCESSION NUMBER: 0000950152-06-001614 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060301 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: 20060302 DATE AS OF CHANGE: 20060301 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: 06657381 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 l18948ae8vk.htm WARWICK VALLEY TELEPHONE COMPANY 8-K Warwick Valley Telephone Company 8-K

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): March 1, 2006

Warwick Valley Telephone Company

(Exact name of registrant as specified in its charter)


0-11174		14-1160510
(Commission File No.)		(I.R.S. Employer Identification No.)

New York
(State or other jurisdiction of incorporation or organization)

47 Main Street
Warwick, New York 10990
(845) 986-8080
(Address, including zip code, and telephone number,
including area code, of Registrant’s principal executive offices)

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

o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Principal Officers.

On February 27, 2006, the following directors of Warwick Valley Telephone Company resigned: Rafael Collado, Joseph E. DeLuca, MD, and Fred M. Knipp. Mr. DeLuca served on the Audit Committee and on the Governance and Nominating Committee. Mr. Knipp served as chairman of the Governance and Nominating Committee and the recently established Strategic Option Evaluation Committee. All three resigned for personal reasons. As a result of these resignations, the Company is considering, among other things, replacing all three Directors with new candidates for election at the upcoming Annual Meeting of Shareholders, or, as an alternative, amending its By-Laws to eliminate the classification of its Board into three classes and reduce the number of Board members. Such an amendment, if that were the alternative presented to the shareholders, would require the affirmative vote of 70% of the Company’s Common Shares.

A press release relating to this matter is attached as Exhibit 99.1 hereto and is filed herewith.

Item 9.01. Financial Statements and Exhibits.

99.1 Press Release entitled “WVT Announces Director Resignations,” dated March 1, 2006.

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
	(Registrant)

Date: March 1, 2006		By:	/s/ Herbert Gareiss, Jr.

		Name:	Herbert Gareiss, Jr.
		Title:	President

Exhibit Index


Exhibit No.		Description

99.1		Press Release entitled “WVT Announces Director Resignations,” dated March 1, 2006.

EX-99.1 2 l18948aexv99w1.htm EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1

Exhibit 99.1

WVT Announces Director Resignations

(Warwick, NY, March 1, 2006) Warwick Valley Telephone Company (Nasdaq: WWVY) (the “Company”) announced today that on February 27, 2006, the following directors of the Company had resigned: Rafael Collado, Joseph E. DeLuca, MD, and Fred M. Knipp. Mr. DeLuca served on the Audit Committee and on the Governance and Nominating Committee. Mr. Knipp served as chairman of the Governance and Nominating Committee and the recently established Strategic Options Evaluation Committee. All three resigned for personal reasons. As a result of these resignations, the Company is considering, among other things, replacing all three Directors with new candidates for election at the upcoming Annual Meeting of Shareholders, or, as an alternative, amending its By-Laws to eliminate the classification of its Board into three classes and reduce the number of Board members. Such an amendment, if that were the alternative presented to the shareholders, would require the affirmative vote of 70% of the Company’s Common Shares.

Wisner Buckbee, Chairman of the Board, stated: “We all express our deep appreciation for the years of dedicated service provided to the Company by all three directors, especially Fred Knipp, who has devoted a substantial part of his life to the Company in various capacities. We understand how time-consuming and challenging work on the board of a public company can be.”


Contact:		Warwick Valley Telephone Co.
		Herbert Gareiss, Jr.
		President & CEO
		(845) 986-8080