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): December 1, 2010

Alaska Communications Systems Group, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	000-28167	52-2126573
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
600 Telephone Avenue, Anchorage, Alaska		99503-6091
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: (907) 297-3000

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:

[  ]  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 December 1, 2010, Alaska Communications Systems Group, Inc. (the "Company") issued a press release announcing that its Board of Directors had approved a Chief Executive Officer succession plan. A copy of the press release is attached as Exhibit 99.1 to this report and incorporated herein by reference.

In connection with this succession plan, on December 1, 2010, President and Chief Executive Officer Liane Pelletier provided the Company’s Board of Directors a letter of amendment to her employment agreement. This amendment provides for her role to change, effective February 1, 2011, from President and Chief Executive Officer to a transition officer. She will retain her role as Chairman of the Board of Directors. All other material provisions of Ms. Pelletier’s employment agreement will continue until April 1, 2011, at which time she will terminate her employment. A copy of the amendment to Ms. Pelletier's employment agreement is attached as Exhibit 10.1 to this report and incorpora ted herein by reference. The Board of Directors also approved the appointment of Anand Vadapalli as President and Chief Executive Officer, effective February 1, 2011. Mr. Vadapalli will also join the Company's Board of Directors on February 1, 2011.

Mr. Vadapalli, 45, has served as Executive Vice President and our Chief Operations Officer since October 2009. Mr. Vadapalli previously served as the Company’s Executive Vice President of Operations and Technology from December 2008 to October 2009. From 2006 to 2008, he was the Company’s Senior Vice President, Network and Information Technology. Prior to joining us, Mr. Vadapalli had most recently served as Vice President of Information Technology at Valor Telecom since February 2004. Prior to Valor, from January 2003 to February 2004, he served as Executive Vice President and CIO at Network Telephone Corporation, and from January 1996 through January 2003 at various positions at Broadwing / Cincinnati Bell, most recently as Vice Presid ent, Information Technology. Mr. Vadapalli holds a B.E. in Mechanical Engineering from Osmania University in Hyderabad, India as well as a P.G.D.M. from the Indian Institute of Management in Calcutta, India. He currently serves as a member of the Board of the Anchorage Economic Development Corporation.

The Company is in the process of negotiating a new employment agreement with Mr. Vadapalli with respect to his new role, which it plans to have in place prior to his assuming the role of Chief Executive Officer on February 1, 2011.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

10.1 Letter of Amendment to Employment Agreement for Liane Pelletier
99.1 Press Release of the Company, dated December 1, 2010.

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.

	Alaska Communications Systems Group, Inc.
December 3, 2010	By:	/s/ Leonard A. Steinberg
		Name: Leonard A. Steinberg
		Title: Corporate Secretary

Exhibit Index

Exhibit No.	Description
10.1	Letter of Amendment to Employment Agreement for Liane Pelletier
99.1	Press Release of the Company, dated December 1, 2010

EX-10.1

Annette Jacobs
Lead Director
Board of Directors
Alaska Communications Systems
600 Telephone Avenue
Anchorage, AK 99503

December 1, 2010

Dear Annette:

This letter sets forth the terms of our agreement regarding a transition of my employment with Alaska Communications Systems Group, Inc., (“ACS or “Company”) (which includes all subsidiaries, affiliates, etc.). In exchange for the promises and valuable consideration described in this letter agreement, which both parties agree are sufficient, the ACS Board of Directors and I have agreed to certain amendments to my Employment Agreement dated September 22, 2008 (the “Agreement”), which are set forth in this letter.

As I complete the term of my employment agreement, in order to facilitate a smooth and orderly transition in leadership, I am resigning my position as President and Chief Executive Officer (“CEO”) of ACS effective February 1, 2011, and retaining my position as Chairman of the Board through the term of my agreement, April 1, 2011. I will continue to be employed by ACS until April 1, 2011 in a transition officer role, in which I will provide transition assistance as reasonably requested by the ACS Board of Directors (“Board”) and/or the new CEO, with no other members of management or employees reporting to me, except that I will be provided reasonable administrative assistance as necessary to fulfill my transition duties. To be clear, my transition assistance may be provided by phone, email or in person, and only to the extent it is reasonable and requested by the Board or the CEO. My separation from the Company will be effective on April 1, 2011, and this letter will serve as written notice to the Company that the Agreement will terminate on that date with no extensions. Notwithstanding the change in my position and duties on February 1, 2011, I will continue to be paid the same Base Salary through April 1, 2011 and be eligible for earned 2010 cash bonuses and 2010 equity vesting.

I understand that this letter shall not be a basis for, nor will I otherwise be eligible for, and ACS shall not be obligated to pay, any Severance Payments, Benefits or Amounts of any kind or amount (other than relocation benefits pursuant to the terms of the Agreement and standard employee plan benefits which are generally available to all ACS employees, subject to the terms of those respective plans). In this regard, my resignation as President and CEO and my change in position to a transition officer are completely voluntary on my part and are designed to establish a smooth transition in leadership. Therefore, I agree to waive, relinquish and release all claims for Severance Benefits or Payments of any kind whatsoever as against ACS or its Board of Directors, including but not limited to any benefits in connection with a termination “Without Cause,” resignation for “Good Reason,” or any “Change in Control” benefits as those terms are described in the Agreement or in any ACS severance policy. This waiver and release specifically includes all severance claims or causes of action that I may now have or have ever had against the Company, or which may arise from or relate to changes in my position with the Company or my termination of employment as provided in this letter.

On other matters, I agree that, on or prior to April 1, 2011, I will execute a general form of Officer’s Release in which I will agree to be bound by the standard form release language and the non-compete, non-solicitation and non-disparagement provisions as set forth in the ACS 2010 Officer Severance Policy. The Company will provide me with a written form agreement for these purposes within fifteen (15) days of both parties’ execution of this letter agreement. Finally, I agree to cooperate fully with the Company in the future in response to reasonable requests for information, affidavits, depositions, testimony or other assistance concerning the business, or in connection with any regulatory or other reviews or investigations or the defense or prosecution or any claims, which are now in existence or which relate to actions or events taking place while I was employed by the Company, and includes taking such other actions as may reasonably be requested by the Company or its counsel to effectuate the foregoing. My cooperation shall be provided without the necessity of any subpoenas, and the Company agrees to reimburse me for reasonable, out-of-pocket travel, hotel and meal expenses incurred in connection with providing such cooperation at the Company’s request.

This letter sets forth the entirety of our agreement and supersedes any contemporaneous or prior discussions, understandings or agreements as to its subject matter. Both parties acknowledge and agree that the terms of this letter have been freely negotiated between them, that both parties have had ample opportunity to consult with their respective attorneys and have been fully advised as to its contents; and, accordingly, this letter shall not be subject to any presumptions or rules of construction in favor or against either party’s position. Except as amended by this letter agreement, which amendment shall control, all other provisions of the Agreement shall remain in full force and effect in accordance with their terms.

Upon my signature and counter-signature by ACS, below, this letter shall be deemed a fully executed amendment to my September 22, 2008 Employment Agreement and is binding on both parties.

Thank you.

/s/ Liane Pelletier
Liane Pelletier

Accepted and Agreed to by:

/s/ Leonard A. Steinberg
Leonard Steinberg
Corporate Secretary acting on behalf of the
Board of Directors

Alaska Communications Systems Group, Inc.

DATE ACCEPTED by ACS: December 1, 2010

Alaska Communications Board Announces CEO Succession Plan

ANCHORAGE, Alaska, December 1, 2010 — The Alaska Communications board of directors announced today its CEO succession plan. Liane Pelletier, currently chairman, CEO and president, will transition her roles as CEO and president to Anand Vadapalli effective February 1, 2011, at which time Anand will also join the board; Liane will retain her role as chairman of the board.

“This transition reflects significant long-term planning by the board of directors. The development of a strong internal candidate in Anand Vadapalli, the phase-in of new roles over the next 60 days and the retention of Liane Pelletier as chairman all reflect the care taken to assure that all of the company’s interests are well-served,” said Annette Jacobs, lead independent director.

“The board is thrilled to have one strong leader followed by another. Liane brought a compelling vision and strategy to ACS starting in late 2003, along with a laser focus on customers and process improvement. During the last seven years, the company has been reshaped to compete in the fastest growing segments of the telecom space, all reflected in growth and transformation of the company’s results. Under her leadership, ACS extended well beyond core communications and extended beyond Alaska, positioning for success with its target customers,” continued Jacobs.

“I have been privileged to lead this organization over the last seven years, and am thrilled to see the implementation of our succession plan play out as we had planned. Over the last four years, Anand has grown tremendously as a leader within our organization. His experience and skills equip him to both execute the strategy we have put in place, as well as to evolve the strategy for long-term success,” said Pelletier.

Anand Vadapalli joined Alaska Communications in August 2006 as senior vice president of network and information technology building on a successful career in telecommunications in the Lower 48. Over the last four years at ACS, Anand gained increasingly greater responsibility across the organization, and was promoted to COO in November 2009.

“We have observed Anand’s passion for the company vision, the Alaska market, our employees and our customers. We look forward to seeing Anand take the company to the next level. And, we thank Liane for her service and her continued role as chairman. We are happy for Liane as she applies her talents to new opportunities,” continued Jacobs.

“I appreciate the confidence Liane and the rest of the board has placed in me. Our talented and deeply committed employee base, the trust our customers have placed in us and the strategic choices we have made all provide a sound basis for growing the company. We have transformed significantly over the last several years and I can only see that pace of transformation accelerate as we position for long-term growth. I am honored to take this role, optimistic about our future and look forward to creating great value for our employees, customers and shareholders,” added Vadapalli.

About Alaska Communications
Headquartered in Anchorage, Alaska Communications Systems Group, Inc. (“ACS”) (NASDAQ: ALSK), through its subsidiaries, provides Alaska Communications services and is Alaska’s leading provider of broadband and other wireline and wireless solutions across businesses and consumers. The Alaska Communications wireline operations include the state’s most advanced data networks and the most diverse undersea fiber optic system connecting Alaska to the contiguous United States. The company’s wireless operations include a statewide 3G CDMA network, reaching across Alaska from the North Slope to Ketchikan, with coverage extended via best-in-class CDMA carriers in the Lower 49 and Canada. By investing in the fastest-growing market segments and attracting the highest-quality customers, Alaska Communications seeks to drive top and bottom-line growth, while continually improving the customer experience and cost structure through process improvement. More information can be found on the company’s website at www.alaskacommunications.com or at its investor site at www.alsk.com.

Forward-Looking Statements
This press release may include certain “forward-looking statements,” as that term is defined in the Private Securities Litigation Reform Act of 1995. In particular, statements about the timeline for the executive transition are based on our current expectations and beliefs about an orderly transition process.  While we expect and plan for the transition discussed in this press release to occur on February 1, 2011, events and circumstances (some of which may be beyond our control) may occur that lead us to change our plans.  Therefore, readers are cautioned not to put undue reliance on the specific details of the executive transition.      

Contact:
ACS Corporate Communications:
Heather Cavanaugh, Director, Corporate Communications
(907) 564-7722
heather.cavanaugh@acsalaska.com

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