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 )  September 2, 2008

FairPoint Communications, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-32408	13-3725229
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

521 East Morehead Street, Suite 500, Charlotte, North Carolina	28202
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code  (704) 344-8150

N/A

(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 (see General Instruction A.2. below):

o Written communications 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  5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Appointment of Alfred C. Giammarino as Executive Vice President and Chief Financial Officer

On September 2, 2008, FairPoint Communications, Inc. (the “Company”) appointed Alfred C. Giammarino as its Executive Vice President and Chief Financial Officer, succeeding John P. Crowley, who resigned effective August 15, 2008.  Mr. Giammarino will serve as the Company’s principal financial officer.  While the Company conducted its search for Mr. Crowley’s successor, Lisa R. Hood, the Company’s Senior Vice President and Controller, performed the duties of Chief Financial Officer and principal financial officer.  Ms. Hood will continue her duties as the Company’s Senior Vice President and Controller and principal accounting officer.

Mr. Giammarino’s Professional Background

Mr. Giammarino, age 52, has served as Chief Financial Officer and, most recently, as Senior Financial Consultant for Sensus Metering Systems in Raleigh, North Carolina since 2007.  Before that, Mr. Giammarino served as Executive Vice President and Chief Financial Officer of Stratos Global Corporation in Bethesda, Maryland from 2004 to 2007, and also served as Senior Vice President and Chief Financial Officer of International and Information Services at Verizon Communications Inc. in New York, New York from 2000 to 2003.

Change in Control and Severance Agreement Entered Into With Mr. Giammarino

On September 3, 2008, the Company entered into a Change in Control and Severance Agreement (the “Severance Agreement”) with Mr. Giammarino.  The Severance Agreement provides that the Company will pay severance and provide benefits to Mr. Giammarino (i) in the event of his termination without cause or following a change in control or, (ii) within two years of a change in control, upon his resignation within 45 days following (A) a significant or material reduction of his key responsibilities or duties, (B) a reduction in his overall compensation opportunities, (C) the diminishment or elimination of his rights to “Severance Benefits” as defined in the Severance Agreement, or (D) any material breach by the Company of the Severance Agreement.  The severance payable and benefits required to be provided to Mr. Giammarino include unpaid base salary, lump sum cash payments equal to two times his annual base salary and annual bonus, COBRA premiums, disability and life insurance premiums for 24 months and the vesting of all non-performance based, non-vested and/or unearned long-term incentive awards, among others.  The payments and benefits are subject to “golden parachute” provisions and Section 409A of the Internal Revenue Code, and are not triggered if Mr. Giammarino is terminated for cause, on account of death or disability or upon resignation for reasons not listed in clauses (A) through (D) above.

The Severance Agreement also contains provisions pursuant to which Mr. Giammarino, for a period of 12 months following termination of his employment, promises to refrain from certain activities, including (1) soliciting any of the Company’s employees or consultants to leave the Company or to perform services for another company, or (2) accepting any employment or similar arrangement with certain of the Company’s competitors.

2

Restricted Stock Granted to Mr. Giammarino

On September 3, 2008, Mr. Giammarino was granted 50,000 shares of restricted stock, representing shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”).  The restricted stock was granted pursuant to the FairPoint Communications, Inc. 2008 Long Term Incentive Plan (the “Plan”) and will vest in equal installments on December 31, 2009 and December 31, 2010.

Performance Units Awarded to Mr. Giammarino

On September 3, 2008, Mr. Giammarino was awarded performance units (the “Units”), pursuant to the Plan, for both the April 1, 2008 to December 31, 2009 performance period, with a target award of 14,476 Units, and the April 1, 2008 to December 31, 2010 performance period, with a target award of 32,734 Units.  The number of Units included in the target award for Mr. Giammarino was prorated to reflect the period of time that Mr. Giammarino will be employed during the performance periods.

Item 7.01Regulation FD Disclosure

On September 3, 2008, the Board of Directors of the Company declared a dividend of $0.2575 per share (the “Dividend”) on the Company’s Common Stock.  The Dividend is payable on October 17, 2008 to shareholders of record at the close of business on September 30, 2008.

Item 8.01Other Events

On September 4, 2008, the Company issued a press release entitled “FairPoint Communications Appoints Chief Financial Officer.”  A copy of the press release is being furnished by being attached hereto as Exhibit 99.1.

On September 4, 2008, the Company issued a press release announcing the Dividend.  A copy of the press release is being furnished by being attached hereto as Exhibit 99.2.

Item 9.01               Financial Statements and Exhibits

(d) Exhibits

Exhibit Number Description

3

99.1	Press Release, dated September 4, 2008
99.2	Press Release, dated September 4, 2008

4

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.

FAIRPOINT COMMUNICATIONS, INC.
By:	/s/ Alfred C. Giammarino
	Name:	Alfred C. Giammarino
	Title:	Executive Vice President and Chief Financial Officer

Date:  September 4, 2008

5

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Investor Contact:	Brett Ellis
	(866) 377-3747
	bellis@fairpoint.com
Media Contact:	Rose Cummings
	(704) 602-7304
	rcummings@fairpoint.com

FAIRPOINT COMMUNICATIONS APPOINTS CHIEF FINANCIAL OFFICER

Telecom Industry Veteran Joins Company

CHARLOTTE, N.C. (September 4, 2008) — FairPoint Communications, Inc. (NYSE: FRP) announced that Alfred C. Giammarino has been appointed executive vice president and chief financial officer (CFO), effective immediately. He succeeds John P. Crowley who resigned in August to join an international finance firm.

Giammarino, 52, will report to Chairman and Chief Executive Officer Gene Johnson and will be responsible for all aspects of FairPoint’s finance function, including accounting, financial planning and analysis, tax, treasury, audit, investor relations and risk management.

Johnson commented, “Al brings to FairPoint a wealth of telecom industry knowledge, financial acumen and veteran leadership. His past experiences as senior vice president and chief financial officer of Verizon Communications Inc.’s (Verizon) international and information services group, as well as his 15 years with GTE Corporation, a Verizon predecessor company, will be extremely valuable as we continue to integrate the wireline assets in Maine, New Hampshire and Vermont acquired from Verizon. We look forward to Al’s contributions in the areas of financial discipline and leadership as FairPoint continues to provide leading communications services to communities across the country.”

Giammarino began his telecom career at GTE Corporation (a predecessor company to Verizon), spending 15 years in various positions with increasing responsibility leading to senior vice president of finance and planning, overseeing all of GTE’s international operations. After GTE, Giammarino spent three years as senior vice president and chief financial officer of international and information services at Verizon. In that role he also had operational responsibility for all European and Asian affiliates as well as the domestic Airfone business.

More recently, Giammarino worked at Sensus Metering Systems in Raleigh, North Carolina where he was initially chief financial officer and most recently senior financial consultant for the company.Before that he was executive vice president and chief financial officer of Stratos Global Corporation in Bethesda, Maryland, a remote satellite communications solutions company.

A native of New York City, he holds a Bachelor of Science degree in accounting from St. John’s University in New York and is a certified public accountant licensed in New York. He is a member of the American Institute of Certified Public Accountants (AICPA).

About FairPoint

FairPoint Communications, Inc. is an industry leading provider of communications services to communities across the country. Today, FairPoint owns and operates local exchange companies in 18 states offering advanced communications with a personal touch, including local and long

distance voice, data, Internet, television and broadband services. FairPoint is traded on the New York Stock Exchange under the symbol FRP.  Learn more at www.fairpoint.com.

This press release may contain forward-looking statements by FairPoint that are not based on historical fact, including, without limitation, statements containing the words “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions and statements. Because these forward-looking statements involve known and unknown risks and uncertainties, there are important factors that could cause actual results, events or developments to differ materially from those expressed or implied by these forward-looking statements. Such factors include those risks described from time to time in FairPoint’s filings with the Securities and Exchange Commission (“SEC”), including, without limitation, the risks described in FairPoint’s most recent Quarterly Report on Form 10-Q on file with the SEC.  These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements.  All information is current as of the date this press release is issued, and FairPoint undertakes no duty to update this information.

Source: FairPoint Communications, Inc., www.fairpoint.com.

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EX-99.2

Exhibit 99.2

FOR IMMEDIATE RELEASE

Investor Contact:	Brett Ellis
	(866) 377-3747
	bellis@fairpoint.com
Media Contact:	Rose Cummings
	(704) 602-7304
	rcummings@fairpoint.com

FAIRPOINT COMMUNICATIONS DECLARES

THIRD QUARTER DIVIDEND

CHARLOTTE, N.C. (September 4, 2008) — The Board of Directors of FairPoint Communications, Inc. (NYSE: FRP) declared a quarterly dividend of $0.2575 per share on FairPoint’s common stock.  This dividend will be payable on October 17, 2008 to stockholders of record at the close of business on September 30, 2008.

About FairPoint

FairPoint Communications, Inc. is an industry leading provider of communications services to communities across the country. Today, FairPoint owns and operates local exchange companies in 18 states offering advanced communications with a personal touch, including local and long distance voice, data, Internet, television and broadband services. FairPoint is traded on the New York Stock Exchange under the symbol FRP.  Learn more at www.fairpoint.com.

This press release may contain forward-looking statements by FairPoint that are not based on historical fact, including, without limitation, statements containing the words “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions and statements. Because these forward-looking statements involve known and unknown risks and uncertainties, there are important factors that could cause actual results, events or developments to differ materially from those expressed or implied by these forward-looking statements. Such factors include those risks described from time to time in FairPoint’s filings with the Securities and Exchange Commission (“SEC”), including, without limitation, the risks described in FairPoint’s most recent Quarterly Report on Form 10-Q on file with the SEC.  These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements.  All information is current as of the date this press release is issued, and FairPoint undertakes no duty to update this information.

Source: FairPoint Communications, Inc., www.fairpoint.com.

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