8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549	OMB APPROVAL
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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 21, 2005

FairPoint Communications, Inc.

(Exact name of registrant as specified in its charter)

Delaware	333-56365	13-3725229
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

521 East Morehead Street, Suite 250, 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):

|_|  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

Item 1.01 – Entry into a Material Definitive Agreement

On September 21, 2005, the Board of Directors (the “Board”) of FairPoint Communications, Inc. (the “Company”) approved a grant of 50,000 restricted shares (the “Restricted Stock”) of the Company’s common stock, par value $.01 per share (the “Common Stock”), under the Company’s 2005 Stock Incentive Plan to John P. Crowley, the Company’s Executive Vice President and Chief Financial Officer, pursuant to the terms of a restricted stock agreement dated September 21, 2005 (the “Restricted Stock Agreement”). The Restricted Stock will vest in four equal annual installments beginning on September 22, 2006. Unlike the shares of Common Stock awarded to certain of the Company’s executive officers in connection with the Company’s initial public offering which are not entitled to receive dividends until such shares have vested, the Restricted Stock is entitled to receive dividends immediately. The Restricted Stock Agreement is filed as Exhibit 10.1 hereto.

Item 7.01 – Regulation FD Disclosure

On September 21, 2005, the Board declared a dividend of $0.39781 per share (the “Dividend”) on the Common Stock. The Dividend is payable on October 19, 2005 to shareholders of record at the close of business on October 3, 2005.

Item 8.01 – Other Events

On September 21, 2005, the Company issued a press release announcing the Dividend. A copy of the press release is being furnished by being attached hereto as Exhibit 99.1.

Item 9.01 – Financial Statements and Exhibits

(c) Exhibits

Exhibit Number	Description
10.1	Restricted Stock Agreement with John Crowley dated September 21, 2005.
99.1	Press Release dated September 21, 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.

FAIRPOINT COMMUNICATIONS, INC.

By: /s/ John P. Crowley                    

Name:		John P. Crowley
Title:			Executive Vice President and
	Chief Financial Officer

Date: September 23, 2005

EX-10

Exhibit 10.1

RESTRICTED STOCK AGREEMENT

This Restricted Stock Agreement, dated as of the Grant Date set forth on the signature page hereof, between FairPoint Communications, Inc., a Delaware corporation (the “Company”), and the grantee whose name appears on Schedule A hereto (the “Grantee”), is being entered into pursuant to the FairPoint Communications, Inc. 2005 Stock Incentive Plan (the “Plan”). Capitalized terms used herein without definition have the meaning given in the Plan.

1. Grant of Restricted Stock. The Company hereby evidences and confirms its grant to the Grantee, effective as of the date hereof (the “Grant Date”), of the number of Shares specified on Schedule A hereto under the heading “Restricted Stock.” All Shares received by the Grantee under this Agreement are subject to the restrictions contained herein and are referred to as “Restricted Stock.” This Agreement is subordinate to, and the terms and conditions of the Restricted Stock granted hereunder are subject to, the terms and conditions of the Plan, which are incorporated by reference herein. If there is any inconsistency between the terms hereof and the terms of the Plan, the terms of the Plan shall govern.

2. Vesting of Restricted Stock.

(a) Restricted Period. Except for transfers to Permitted Transferees approved by the Committee and transfers by will or by the laws of descent and distribution, the Restricted Stock granted hereby may not be sold, assigned, transferred, pledged, hypothecated or otherwise directly or indirectly encumbered or disposed of until the end of the Period of Restriction. Subject to the Grantee’s continuous employment with the Company or a Subsidiary, and except as provided in Section 2(b)(i) or Article IX of the Plan, the Period of Restriction shall lapse, and the Restricted Stock shall become vested, according to the schedule set forth below:

Date	% of Restricted Stock Becoming Vested
September 22, 2006	25%
September 22, 2007	25%
September 22, 2008	25%
September 22, 2009	25%

(b) Termination of Employment. Notwithstanding anything contained in this Agreement to the contrary, (i) if the Grantee’s employment is terminated by reason of a Qualifying Termination of Employment during the Period of Restriction, a pro rata portion of any Shares underlying the Restricted Stock shall become vested and nonforfeitable, based upon the percentage of which the numerator is the portion of the Period of Restriction that expired prior to the Grantee’s termination and the denominator is the number of days in the Period of Restriction, and the remaining Restricted Stock for

which the Period of Restriction has not then expired shall be forfeited and canceled as of the date of such termination, (ii) if the Grantee’s employment is terminated because of the Grantee’s death during the Period of Restriction, any Shares underlying the Restricted Stock shall become vested and nonforfeitable, and (iii) if the Grantee’s employment is terminated for any reason other than death or a Qualifying Termination of Employment during the Period of Restriction, any Restricted Stock held by the Grantee for which the Period of Restriction has not then expired shall be forfeited and canceled as of the date of such termination.

(c) Committee Discretion. Notwithstanding anything contained in this Agreement to the contrary, the Committee, in its sole discretion, may accelerate the expiration date of the Period of Restriction with respect to any Restricted Stock under this Agreement, at such times and upon such terms and conditions as the Committee shall determine.

3. Grantee’s Representations, Warranties and Covenants.

(a) Investment Intention. The Grantee represents and warrants that the Restricted Stock has been, and any Shares will be, acquired by the Grantee solely for the Grantee’s own account for investment and not with a view to or for sale in connection with any distribution thereof. The Grantee further understands, acknowledges and agrees that the Restricted Stock, and any Shares, may not be transferred, sold, pledged, hypothecated or otherwise disposed of except to the extent expressly permitted hereby and at all times in compliance with the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Securities Exchange Commission thereunder, and in compliance with applicable state securities or “blue sky” laws and non-U.S. securities laws.

4. Grantee’s Rights with Respect to Restricted Stock.

(a) Rights as Stockholder. The Grantee shall have, with respect to all Restricted Stock, the right to vote such Restricted Stock and the right to receive dividends, but shall otherwise enjoy none of the rights of a stockholder unless and until the expiration of the Period of Restriction with respect to such Restricted Stock. Any securities issued to or received by the Grantee with respect to Restricted Stock as a result of a stock split, a combination of shares or any other change or exchange of the Restricted Stock for other securities, by reclassification, reorganization, distribution, liquidation, merger, consolidation, or otherwise, shall have the same status, be subject to the same restrictions and bear the same legend as the Shares of Restricted Stock such securities are issued for, and shall be held by the Company for as long as the Shares of Restricted Stock such securities are issued for are so held, unless otherwise determined by the Committee.

(b) Legend. Until the expiration of the Period of Restriction, each certificate evidencing Shares subject to the Grantee’s Restricted Stock shall be registered in the

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Grantee’s name and shall bear the following legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) CONTAINED IN THE FAIRPOINT COMMUNICATIONS, INC. 2005 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK AGREEMENT ENTERED INTO THEREUNDER, AND NEITHER THIS CERTIFICATE NOR THE SHARES REPRESENTED BY IT ARE ASSIGNABLE OR OTHERWISE TRANSFERABLE EXCEPT IN ACCORDANCE WITH SUCH PLAN AND AGREEMENT, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY.”

5. Change in Control. In the event of a Change in Control, all of the Grantee’s Shares of Restricted Stock shall be treated in accordance with the provisions of Article IX of the Plan.

6. Section 409A of the Code. In connection with the Grantee’s termination of employment, the settlement of the Grantee’s Restricted Stock shall not be made before the first business day that is six months and one day after the date of the Grantee’s termination of employment (or, if earlier, upon death) if the Committee reasonably believes the Grantee is a “specified employee” (within the meaning of Section 409A of the Code) and the Restricted Stock is subject to Section 409A(a)(2)(B) of the Code. Notwithstanding anything to the contrary in the Plan or this Agreement, the Committee may in its absolute discretion alter or amend any of the provisions of this Agreement if such alteration or amendment would be required to comply with Section 409A of the Code or any regulations promulgated thereunder.

7. Miscellaneous.

(a) Binding Effect; Benefits. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended or shall be construed to give any person other than the parties to this Agreement or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.

(b) Amendment. This Agreement may not be amended, modified or supplemented orally, but only by a written instrument executed by the Grantee and the Company.

(c) Assignability. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the Company or Grantee without the prior written consent of the other party; provided that the Company may assign all or any portion of its rights or obligations under this Agreement to one or more persons or other entities designated by it.

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(d) Applicable Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware, without reference to principles of conflict of laws which would require application of the law of another jurisdiction, except to the extent that the corporate law of the State of Delaware specifically and mandatorily applies.

(e) Severability; Blue Pencil. In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby. If, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended.

(f) Consent to Electronic Delivery. By executing this Agreement, Grantee hereby consents to the delivery of information (including, without limitation, information required to be delivered to the Grantee pursuant to applicable securities laws) regarding the Company and the Subsidiaries, the Plan, and the Restricted Stock via Company web site or other electronic delivery.

(g) Section and Other Headings, etc. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

(h) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

– Signature page follows –

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IN WITNESS WHEREOF, the Company and Grantee have executed this Agreement as of the Grant Date.

FAIRPOINT COMMUNICATIONS, INC.

By: /s/ Eugene B. Johnson

       Name: Eugene B. Johnson

       Title: Chairman & Chief Executive Officer

GRANTEE

/s/ John P. Crowley

Name: John P. Crowley

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Schedule A

Grantee	John P. Crowley
Grantee’s Address	1320 Fillmore Avenue, Apt. #516 Charlotte, NC 28203
Grant Date	September 21, 2005
Total Number of Shares of Restricted Stock Which Have Been Granted	50,000

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STOCK POWER

FOR VALUE RECEIVED, the undersigned, ______________,

hereby assigns and transfers to the Secretary of FairPoint Communications, Inc., a Delaware corporation (the “Company”), ____ shares of common stock, par value $.01 per share, of the Company, standing in the undersigned’s name on the books of the Company, represented by Certificate No. ____ herewith and does hereby irrevocably constitute and appoint the Secretary of the Company attorney to transfer said stock on the books of the Company with full power of substitution in the premises.

Dated: __________, ______

By: ________________________________

EX-99

Exhibit 99.1

FOR IMMEDIATE RELEASE

FAIRPOINT COMMUNICATIONS DECLARES

THIRD QUARTER DIVIDEND

CHARLOTTE, N.C. (PR NEWSWIRE) - September 21, 2005 – The Board of Directors of FairPoint Communications, Inc. (NYSE: FRP) today declared a dividend of $0.39781 per share on FairPoint’s common stock. The dividend is payable on October 19, 2005 to shareholders of record at the close of business on October 3, 2005.

About FairPoint

FairPoint is a leading provider of communications services to rural communities across the country. Incorporated in 1991, FairPoint's mission is to acquire and operate telecommunications companies that set the standard of excellence for the delivery of service to rural communities. Today, FairPoint owns and operates 28 rural local exchange companies (RLECs) located in 17 states offering an array of services, including local and long distance voice, data, Internet and broadband offerings.

This press release may contain forward-looking statements that are not based on historical fact, including, without limitation, statements containing the words "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" and similar expressions. 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, including, without limitation, the risks described in FairPoint’s most recent Annual Report on Form 10-K on file with the Securities and Exchange Commission. 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)

CONTACTS:	Investors - Brett Ellis, 866-377-3747; bellis@fairpoint.com or
	Media - Jennifer Sharpe, 704-227-3629; jsharpe@fairpoint.com