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 5, 2013

Warwick Valley Telephone Company

(Exact name of registrant as specified in its charter)

New York	1-35724	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

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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 5, 2013, Warwick Valley Telephone Company (the “Company”) announced the termination of an employment agreement between the Company and Mr. Albro, dated December 14, 2011 (the “Employment Agreement”), and the departure of Duane W. Albro as Chief Executive Officer of the Company, effective immediately.  The Company also announced that Mr. Albro will continue to serve as a member of the Company’s Board of Directors until his term expires at the Company’s 2013 Annual Meeting of Shareholders, which the Company expects will be held in May 2013 (the “2013 Meeting”).  Mr. Albro will not stand for reelection at the 2013 Meeting.

Under the terms of the Employment Agreement, Mr. Albro is entitled to receive the following payments and benefits due to his departure: (i) payment of his base salary and other benefits through the date of termination; (ii) a lump-sum cash payment of $53,365.84, which represents Mr. Albro’s accrued and unused vacation time; and (iii) a lump-sum cash payment for the reimbursement of any appropriately documented and accrued but unpaid expense reimbursements, if any.  Further, under the Employment Agreement, Mr. Albro is entitled to receive the following payments and benefits, provided that he executes, and does not revoke, a release and waiver of claims in favor of the Company: (i) a lump-sum cash payment equal to $375,000, which represents one year’s annual salary, payable within 90 days of the date of Mr. Albro’s termination; and (ii) the continuation of Mr. Albro’s welfare benefits for one year from the date of Mr. Albro’s termination.  The Company and Mr. Albro are currently negotiating a separation and release agreement that, if executed, will include a release and waiver of claims in favor of the Company.

David J. Cuthbert, currently the Company’s President and Chief Operating Officer, has been appointed as the Company’s President and Chief Executive Officer, effective immediately.    Mr. Cuthbert will continue to serve as a Director of the Company, and will stand for reelection as a Director at the 2013 Annual Meeting of Shareholders.

Mr. Cuthbert, age 38, was appointed the Company’s Chief Operating Officer in August 2011, and the Company’s President in July 2012.  Mr. Cuthbert joined the Company in August 2011 in connection with the Company’s acquisition of substantially all of the assets of Alteva, LLC, a cloud-based Unified Communications solutions provider and enterprise hosted Voice over Internet Protocol provider.  Mr. Cuthbert has 14 years of broad operational management and leadership experience.  He joined Alteva, LLC in 2006 as the Director of Operations and in August 2010 became President and Chief Executive Officer.  Mr. Cuthbert is a graduate of the United States Naval Academy and a former Naval Special Operations Officer. In this capacity, he led underwater and land bomb disposal teams domestically and abroad.  In 2003, Mr. Cuthbert was assigned leadership responsibility for the Navy’s leading nuclear weapon casualty response detachment. His process innovation and mission accomplishment record earned him several high level unit and individual awards for leadership.  Mr. Cuthbert is active in groups advocating cloud-based unified communications solutions and is a founding member of “The Captains”— a Naval Academy networking group focused on professional development, peer mentorship, and social responsibility.  Mr. Cuthbert also serves on the Board of Trustees for the United States Naval Academy Foundation.

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On October 21, 2012, the Company purchased 25,148 shares of the Company’s common stock directly from David Cuthbert pursuant to a Lockup and Put Agreement between the Company and Mr. Cuthbert.  The shares were purchased for an aggregate purchase price of $369,172.64. The Company entered into such Lockup and Put Agreement with Mr. Cuthbert in connection with the Company’s acquisition of substantially all the assets of Alteva, LLC, and there are no additional shares outstanding that are subject to the Lockup and Put Agreement.  The Company’s Board approved Mr. Cuthbert’s exercise of his put option under the Lockup and Put Agreement.

Item 9.01              Financial Statements and Exhibits

(d)  Exhibits.

Exhibit No.	Description
99.1	Press Release issued by Warwick Valley Telephone Company on March 5, 2013.

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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: March 11, 2013	By:	/s/ Brian H. Callahan
		Brian H. Callahan
		Executive Vice President, Chief Financial Officer and Treasurer

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EX-99.1

Exhibit 99.1

ALTEVA NAMES DAVID CUTHBERT AS CHIEF EXECUTIVE OFFICER

WARWICK, NY — March 5, 2013 — The Board of Directors of Alteva (the “Company”) (NYSE MKT: ALTV) announced the election of David Cuthbert to replace Duane Albro as Chief Executive Officer, effective today, March 5, 2013.  Mr. Cuthbert was the CEO and President of Alteva, LLC, a nationally ranked cloud-based Unified Communications solutions provider and enterprise hosted Voice over Internet Protocol provider headquartered in Philadelphia, which was acquired by the Company in August 2011.  At that time, Mr. Cuthbert was named COO of the parent company and President of its primary operating subsidiary.  In December 2011, Mr. Cuthbert was appointed to the Company’s Board of Directors and in August 2012 was named President of the parent company, thus carrying out the first steps of the CEO succession plan.  Reflecting the prominence of the Alteva subsidiary in the communications industry which continued to be led by Mr. Cuthbert and a singular vision for generating profitable growth throughout the organization, the entire Company began conducting business as Alteva in January 2013.

Mr. Cuthbert is a graduate of the United States Naval Academy and a former Naval Special Operations Officer. In this capacity he has led underwater and land bomb disposal teams domestically and abroad. In 2004, Mr. Cuthbert was assigned the leadership responsibility of a nuclear weapon casualty response detachment. He left Navy Special Operations in 2006 and joined Alteva, LLC as Director of Operations.

Duane W. Albro will continue as a Director until the Company’s Annual Meeting of Shareholders in May 2013.

Robert DeValentino, Chairman stated, “We are extremely pleased with the transition process and the positive impact David has made since joining the Company. We are excited about the continued growth and direction of the Company and know that David is the best possible choice in leading Alteva into the future.  We appreciate Duane’s support and assistance to David during this transition process and wish him continued success.”

About Alteva

Alteva (the trade name for Warwick Valley Telephone Company, and previously referred to as WVT Communications Group) is a world technology leader in providing cloud-based Unified Communications (UC) solutions for small, medium and enterprise businesses. Founded in 1902, the Company has continued to adapt and remain on the forefront of technology, chiseling its position among the most stable and respected communications vendors around the globe. Alteva continues to forge the new model that communications providers, large and small, are striving to emulate. Alteva continues to integrate new innovations with proven technology from industry leaders like Microsoft, Cisco, BroadSoft, Level 3, and Polycom to provide best-in-class hosted unified communications solutions.

Alteva is enabling businesses of any size to communicate more efficiently with hassle-free communications tools.  By overlaying a UC division on its stable, regional broadband company, Alteva has positioned itself in front of its peer group of companies and created an evolutionary change in its strategy. Visit www.alteva.com or call 855-U-GO-CLOUD for more information.

All trademarks are the properties of their respective owners.

Safe Harbor Statement

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements, without limitation, regarding expectations, beliefs, intentions or strategies regarding the future. Alteva intends that such forward-looking statements be subject to the safe-harbor provided by the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Alteva’s actual results, performance or achievements or industry results to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: general economic and business conditions, both nationally and in the geographic regions in which Alteva operates; industry capacity; demographic changes; technological changes and changes in consumer demand; the successful integration of Alteva’s acquired businesses; existing governmental regulations and changes in, or the failure to comply with, governmental regulations; legislative proposals relating to the businesses in which Alteva operates; reduction in cash distributions from the Orange County-Poughkeepsie Limited Partnership; competition; or the loss of any significant ability to attract and retain qualified personnel. Given these uncertainties, current and prospective investors should be cautioned in their reliance on such forward-looking statements. Except as required by law, Alteva disclaims any obligation to update any such factors or to publicly announce the results of any revision to any of the forward-looking statements contained herein to reflect future events or developments. A more comprehensive discussion of risks, uncertainties and forward-looking statements may be seen in Alteva’s Annual Report on Form 10-K and other periodic filings with the U.S. Securities and Exchange Commission.

Investor contact:

Jordan Darrow

Darrow Associates, Inc.

(631) 367-1866

jdarrow@darrowir.com

Media Contact:

Jaymie Scotto & Associates

1-866-695-3629

pr@jaymiescotto.com