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 )   August 22, 2007

	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):

[X] 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 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 22, 2007, Jane E. Newman was appointed to the board of directors of FairPoint Communications, Inc. (the “Company”) by the Company’s existing directors to fill a vacancy on the board of directors.  Ms. Newman was selected by Verizon Communications Inc. (“Verizon”)  as one of its designees to the Company’s board of directors in connection with the Company’s proposed merger (the “Merger”) with Northern New England Spinco Inc., a subsidiary of Verizon (“Spinco”), pursuant to the Agreement and Plan of Merger, dated as of January 15, 2007, by and among the Company, Verizon and Spinco, as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of April 20, 2007, Amendment No. 2 to Agreement and Plan of Merger, dated as of June 28, 2007, and Amendment No. 3 to Agreement and Plan of Merger, dated as of July 3, 2007, in each case, by and among the Company, Verizon and Spinco.

Jane E. Newman, age 62, served as the Interim President of the University of New Hampshire in Durham, New Hampshire from 2006 to June 2007.  Prior to assuming this role, Ms. Newman served as the Executive Dean of the John F. Kennedy School of Government at Harvard University beginning in 2000.  Ms. Newman served as the Interim Dean of Whittemore School of Business and Economics from 1998 to 1999.  Ms. Newman has served as President of the Business and Industry Association of New Hampshire and later as President of the New England Council.  From 1995 to 1998 Ms. Newman was employed in various capacities by Exeter Trust Company.  Prior to joining Exeter, Ms. Newman was President, Founder and CEO of Coastal Broadcasting Corporation.  Ms. Newman has also previously served as a director for various audit committees, including the Compensation and Audit Committee for Markem Corporation, the Audit Committee for Consumers Water Company in Portland, Maine and the Audit Committee at both the Public Service Company of New Hampshire and the Nellie Mae Foundation.  Ms. Newman has further served as a director of Fleet Bank and Indian Heads Bank, located in Nashua, New Hampshire.

Item 8.01 – Other Events.

On August 27, 2007, the Company issued a press release entitled “FairPoint’s Board of Directors Appoints New Director with Close Ties to Northern New England” (the “Press Release”). The Press Release is being furnished by being attached hereto as Exhibit 99.1.

The Company has filed, and the Securities and Exchange Commission (“SEC”) has declared effective, a registration statement in connection with the Merger.  The Company urges investors to read this document and other materials filed and to be filed by the Company relating to the Merger because they contain and will contain important information.  Investors may obtain free copies of the registration statement, as well as other filed documents containing information about the Company and the Merger, at www.sec.gov, the SEC’s website.  Investors may also obtain free copies of these documents and the Company’s other SEC filings at www.fairpoint.com under the Investor Relations section, or by written request to FairPoint Communications, Inc., 521 E. Morehead Street, Suite 250, Charlotte, NC 28202, Attention: Investor Relations.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such

offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.  No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(c)Exhibits
Exhibit Number	Description
99.1	Press Release, dated August 27, 2007

The information in Item 8.01 of this Current Report, including the exhibits attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section.  The information in Item 8.01 of this Current Report, including the exhibits attached hereto, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing.

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:  August 27, 2007

EX-99.1

Exhibit 99.1

 

CONTACTS:
Investor Contact:	Brett Ellis
	(866) 377-3747
	bellis@fairpoint.com
Media Contact:	Rob Thompson
	(704) 227-3633
	rjthompson@fairpoint.com

FAIRPOINT’S BOARD OF DIRECTORS APPOINTS NEW DIRECTOR WITH

CLOSE TIES TO NORTHERN NEW ENGLAND

Bonnie Newman Fills Vacancy on FairPoint’s Board of Directors

CHARLOTTE, N.C. (August 27, 2007)– FairPoint Communications, Inc. (NYSE: FRP) (“FairPoint” or the “Company”), a leading provider of communications services to rural and small urban communities across the country, announced today that its Board of Directors has appointed Jane E. (“Bonnie”) Newman to serve as a director until the 2010 annual meeting of stockholders, increasing  the board to six members. Ms. Newman has been selected by Verizon Communications Inc. (“Verizon”) as one of its designees to the FairPoint Board of Directors pursuant to the terms of the merger agreement under which FairPoint has agreed to acquire Verizon’s landline operations in Maine, Vermont and New Hampshire.  Ms. Newman was appointed to fill a vacancy on the board. 

Ms. Newman has served in various capacities in academia, business and government. She recently served as Interim President of the University of New Hampshire, beginning in 2006. Prior to assuming that role, Ms. Newman served as Executive Dean of the John F. Kennedy School of Government at Harvard University, beginning in 2000. She also served at the University of New Hampshire as Interim Dean of the Whittemore School of Business and Economics from 1998-1999, Dean of Students from 1972-1978 and Assistant Dean of Students from 1969-1972.

In her business career, Ms. Newman has served as President of the Business and Industry Association of New Hampshire and later as President of the New England Council. From 1995 to 1998 Ms. Newman held several positions at Exeter Trust Company, a New Hampshire-based affiliate of Manning and Napier Advisors, Inc., an investment management firm, where she was a Director and Executive Vice President. Prior to joining Exeter, Ms. Newman was President, Founder and CEO of Coastal Broadcasting Corporation located in Hampton, New Hampshire, licensee of WZEA-FM radio.

Ms. Newman’s public sector experience includes serving in the administrations of President Ronald Reagan and President George H.W. Bush and on Capitol Hill. From 1989 until 1991 she served as Assistant to the President for Management and Administration, where she oversaw all administrative operations for the White House and Executive Office of the President during the

transition and administration of President George H.W. Bush.  President Ronald Reagan nominated Ms. Newman to the position of Assistant Secretary of Commerce for Economic Development and the United States Senate confirmed her appointment in February 1984.  Earlier she served as Associate Director of the Office of Presidential Personnel at the White House and Chief of Staff for New Hampshire Congressman Judd Gregg.

Ms. Newman also possesses extensive board experience, having previously served as a director on numerous boards in the New England region. She served as a Director and Chair, Compensation and Audit Committees for Markem Corporation in Keene, New Hampshire and as Director and Chair, Audit Committee for Consumers Water Company in Portland, Maine. She also served as a Director and Member, Audit Committee at both the Public Service Company of New Hampshire and the Nellie Mae Foundation, located in Manchester, New Hampshire and Braintree, Massachusetts, respectively. She further served as a Director at Fleet Bank of New Hampshire and Indian Head Banks, both located in Nashua, New Hampshire.

“The addition of Bonnie Newman will complement the existing strengths of our board and provide a strong New England voice in our boardroom,” stated Gene Johnson, Chairman and Chief Executive Officer of FairPoint. “She has a tremendous amount of experience and her extensive knowledge of and contributions to northern New England will be invaluable.  I am extremely pleased she has joined our board.”

About FairPoint

FairPoint is a leading provider of communications services to rural and small urban 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 and small urban communities. Today, FairPoint owns and operates 30 local exchange companies located in 18 states offering an array of services, including local and long distance voice, data, Internet and broadband offerings. FairPoint is traded on the New York Stock Exchange under the symbol “FRP”.

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 related to potential cost savings and synergies expected to be realized in the merger. 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 Annual Report on Form 10-K 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.

FairPoint has filed, and the SEC has declared effective, a registration statement in connection with the proposed merger.  FairPoint urges investors to read these documents and other materials filed and to be filed by FairPoint relating to the proposed merger because they contain and will contain important information.  Investors can obtain copies of the registration statement, as well as other filed documents containing information about FairPoint and the proposed merger, at www.sec.gov, the SEC’s website.  Investors may also obtain free copies of these

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documents and FairPoint’s other SEC filings at www.fairpoint.com under the Investor Relations section, or by written request to FairPoint Communications, Inc., 521 E. Morehead Street, Suite 250, Charlotte, NC 28202, Attention: Investor Relations.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.  No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

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