-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Idi/ewgMTRkUzq0J5ngxDX70XrWwbMx+UEDoQaX1RbQdAhAKH/hU0kvwuJsafgLc qvLU8FMoCZyGe9fyju6JCg== 0001116679-08-001000.txt : 20080403 0001116679-08-001000.hdr.sgml : 20080403 20080403170023 ACCESSION NUMBER: 0001116679-08-001000 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080401 FILED AS OF DATE: 20080403 DATE AS OF CHANGE: 20080403 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FAIRPOINT COMMUNICATIONS INC CENTRAL INDEX KEY: 0001062613 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 133725229 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 521 EAST MOREHEAD ST STREET 2: STE 250 CITY: CHARLOTTE STATE: NC ZIP: 28202 BUSINESS PHONE: 7043448150 FORMER COMPANY: FORMER CONFORMED NAME: MJD COMMUNICATIONS INC DATE OF NAME CHANGE: 19980527 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Johnson Eugene B CENTRAL INDEX KEY: 0001315611 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32408 FILM NUMBER: 08738127 BUSINESS ADDRESS: BUSINESS PHONE: 704-227-3620 MAIL ADDRESS: STREET 1: FAIRPOINT COMMUNICATIONS, INC. STREET 2: 521 E. MOREHEAD STREET, SUITE 250 CITY: CHARLOTTE STATE: NC ZIP: 28202 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2008-04-01 0001062613 FAIRPOINT COMMUNICATIONS INC FRP 0001315611 Johnson Eugene B C/O FAIRPOINT COMMUNICATIONS, INC. 521 E. MOREHEAD STREET, SUITE 250 CHARLOTTE NC 28202 0 1 0 0 Chairman of the Board and CEO Performance Units 2008-04-01 4 A 0 408333 A Common Stock, par value $.01 per share 408333 476196 D These derivative securities are performance units ("Performance Units") issued pursuant to the FairPoint Communications, Inc. (the "Company") 2008 Long Term Incentive Plan (the "2008 Plan") subject to approval of the 2008 Plan by the Company's stockholders. If the 2008 Plan is not approved by the Company's stockholders, the Company will pay Mr. Johnson cash in satisfaction of the Performance Units. These derivative securities do not have an exercise price. Reported number is based on the Company achieving a value on its common stock, par value $0.01 per share ("Common Stock"), of $25.94 or higher on December 31, 2009. The actual number of Performance Units earned by Mr. Johnson will be based on the table set forth in Exhibit 99.1 hereto (and incorporated herein by reference) and the "value" of the Company's Common Stock as of December 31, 2009. The number of Performance Units earned for a value between any of the amounts set forth in Exhibit 99.1 will be determined by linear interpolation. For these purposes, "value" means the sum of (i) the average of the closing prices for shares of the Company's common stock during the 30 day trading period ending December 31, 2009 and (ii) all cash dividends paid by the Company with respect to a share of its common stock during the period from April 1, 2008 through December 31, 2009. These Performance Units are convertible on a one for one basis into shares of Common Stock based on the value of the Company's Common Stock on December 31, 2009. All Performance Units will be forfeited if (a) the Company's Common Stock fails to achieve the applicable value on December 31, 2009 or (b) the Company's stockholders do not approve the 2008 Plan. These Performance Units may be forfeited upon certain events set forth in the Performance Unit Award Agreement under which the Performance Units were issued. No consideration was paid for these Performance Units. /s/ Eugene B. Johnson 2008-04-01 EX-99 2 ex99-1.txt Exhibit 99.1 The actual number of Performance Units earned by Mr. Johnson will be based on the following table and the value of the Company's Common Stock as of December 31, 2009: -------------------------------------------------------------------- Value of the Company's Common Stock as Number of Performance of December 31, 2009 Units Earned -------------------------------------------------------------------- Less than $19.94 0 -------------------------------------------------------------------- $19.94 136,111 -------------------------------------------------------------------- $21.94 245,000 -------------------------------------------------------------------- $23.94 334,100 -------------------------------------------------------------------- $25.94 or higher 408,333 -------------------------------------------------------------------- All defined terms used but not defined in this Exhibit 99.1 shall have the meanings ascribed to such term in the Form 4 for which this is a part. -----END PRIVACY-ENHANCED MESSAGE-----