8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): October 14, 2011

Otelco Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-32362	52-2126395
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

505 Third Avenue East, Oneonta, AL 35121

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (205) 625-3574

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 1.01. Entry into a Material Definitive Agreement.

On October 14, 2011, in connection with the matters described in Item 2.01 of this report, Otelco Inc. (“Otelco”) entered into a Sixth Supplemental Indenture (the “Sixth Supplemental Indenture”) among itself, Shoreham Telephone LLC, a direct wholly-owned subsidiary of Otelco (“Shoreham”), the existing guarantors listed on the signature pages thereto (the “Existing Guarantors”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”), to the Indenture (the “Indenture”), dated as of December 21, 2004, among Otelco, the Existing Guarantors and the Trustee, as trustee, as supplemented by the First Supplemental Indenture, dated as of July 3, 2006, the Second Supplemental Indenture, dated as of July 5, 2007, the Third Supplemental Indenture, dated as of October 31, 2008, the Fourth Supplemental Indenture, dated as of June 8, 2010, and the Fifth Supplemental Indenture, dated as of October 1, 2011. Each Existing Guarantor is a direct or indirect wholly-owned subsidiary of Otelco. Pursuant to the Sixth Supplemental Indenture, Shoreham, jointly and severally with all of the Existing Guarantors, unconditionally guaranteed Otelco’s obligations under the notes issued pursuant to the Indenture (the “Notes”) and agreed to be bound by all other applicable provisions of the Indenture and the Notes. The foregoing description of the Sixth Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Sixth Supplemental Indenture, a copy of which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

Also on October 14, 2011, pursuant to that certain Stock Purchase Agreement (the “Stock Purchase Agreement”), dated as of April 1, 2011, by and among Shoreham, Donald S. Arnold, III, James C. Arnold, Susan E. Arnold (the foregoing three individuals, collectively, the “Sellers”) and Shoreham Telephone Company, Inc. (the “Company”), as amended on October 14, 2011, Shoreham purchased all of the issued and outstanding capital stock of the Company from the Sellers (the “Stock Purchase”). The aggregate consideration paid by Shoreham to the Sellers for the issued and outstanding capital stock of the Company was approximately $4.5 million in cash, subject to adjustment as provided in the Stock Purchase Agreement. The Stock Purchase was financed from Otelco’s cash on hand. Immediately following the closing of the Stock Purchase, the Company merged with and into Shoreham, with Shoreham continuing as the surviving entity in the merger. A copy of the press release announcing the closing of the Stock Purchase is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.                      Financial Statements and Exhibits.

(a)           Financial Statements of Businesses Acquired.

All required financial statements with respect to the Company will be filed by amendment pursuant to Item 9.01(a)(4) of Form 8-K within 71 calendar days following the date that this report was required to be filed.

(b)           Pro Forma Financial Information.

All required pro forma financial information will be filed by amendment pursuant to Item 9.01(b)(2) of Form 8-K within 71 calendar days following the date that this report was required to be filed.

(d)           Exhibits.

Exhibit No.	Description
4.1	Sixth Supplemental Indenture, dated as of October 14, 2011, among Otelco, Shoreham, the Existing Guarantors and the Trustee, as trustee
99.1	Press Release, dated October 14, 2011

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.

	OTELCO INC.
	(Registrant)
Date: October 14, 2011
	By:	/s/ Curtis L. Garner, Jr.
		Name: Curtis L. Garner, Jr.
		Title: Chief Financial Officer

EX-4.1

Exhibit 4.1

SIXTH SUPPLEMENTAL INDENTURE

SIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 14, 2011, among Otelco Inc., a Delaware corporation (the “Company”), Shoreham Telephone LLC, a Delaware limited liability company and a direct subsidiary of the Company (the “New Guarantor”), each other subsidiary of the Company listed on the signature pages hereto (the “Existing Guarantors”) and Wells Fargo Bank, National Association, a national banking association, as trustee under the Indenture referred to below (the “Trustee”).

WITNESSETH:

WHEREAS, the Company and the Existing Guarantors have heretofore executed and delivered to the Trustee an Indenture (the “Indenture”), dated as of December 21, 2004, providing for the issuance of an unlimited aggregate principal amount of 13% senior subordinated notes due 2019 of the Company (the “Notes”), as supplemented by the First Supplemental Indenture, dated as of July 3, 2006 (the “First Supplemental Indenture”), providing for the guarantee of the Company’s obligations under the Indenture by certain additional Guarantors, the Second Supplemental Indenture, dated as of July 5, 2007 (the “Second Supplemental Indenture”), providing for the issuance of additional Notes, the Third Supplemental Indenture, dated as of October 31, 2008 (the “Third Supplemental Indenture”), providing for the guarantee of the Company’s obligations under the Indenture by certain additional Guarantors, the Fourth Supplemental Indenture, dated as of June 8, 2010 (the “Fourth Supplemental Indenture”), providing for the issuance of additional Notes, and the Fifth Supplemental Indenture, dated as of October 1, 2011 (the “Fifth Supplemental Indenture”), providing for the guarantee of the Company’s obligations under the Indenture by a certain additional Guarantor;

WHEREAS, $107,660,530 in aggregate principal amount of the Notes have been issued and are outstanding under the Indenture, as supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture and the Fifth Supplemental Indenture;

WHEREAS, Section 4.12 of the Indenture provides that under certain circumstances the Company is required to cause the New Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantor shall unconditionally guarantee all the Company’s obligations under the Notes pursuant to a Guarantee on the terms and conditions set forth herein; and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee, the Company and the Existing Guarantors are authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the New Guarantor, the Existing Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:

1.Agreement to Guarantee. The New Guarantor hereby agrees, jointly and severally with all the Existing Guarantors, to unconditionally guarantee the Company’s obligations under the Notes on the terms and subject to the conditions set forth in Article 11 of the Indenture and to be bound by all other applicable provisions of the Indenture, as supplemented hereby and by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture and the Fifth Supplemental Indenture, and the Notes.

2.Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby and by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture and the Fifth Supplemental Indenture, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture, as supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture and the Fifth Supplemental Indenture, for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

3.      Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. THE TRUSTEE, THE COMPANY, ANY OTHER OBLIGOR IN RESPECT OF THE NOTES AND (BY THEIR ACCEPTANCE OF THE NOTES) THE HOLDERS AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, AS SUPPLEMENTED HEREBY AND BY THE FIRST SUPPLEMENTAL INDENTURE, THE SECOND SUPPLEMENTAL INDENTURE, THE THIRD SUPPLEMENTAL INDENTURE, THE FOURTH SUPPLEMENTAL INDENTURE AND THE FIFTH SUPPLEMENTAL INDENTURE, OR THE NOTES.

4.Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

5.Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

6.Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.

7.Definitions. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

[Signature Pages Follow.]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

OTELCO INC.
By:	/s/ Curtis L. Garner, Jr.
	Name: Curtis L. Garner, Jr.
	Title: Chief Financial Officer
SHOREHAM TELEPHONE LLC
(As New Guarantor)
By:	/s/ Curtis L. Garner, Jr.
	Name: Curtis L. Garner, Jr.
	Title: Chief Financial Officer
BLOUNTSVILLE TELEPHONE COMPANY, INC.
(As Existing Guarantor)
By:	/s/ Curtis L. Garner, Jr.
	Name: Curtis L. Garner, Jr.
	Title: Chief Financial Officer
BRINDLEE MOUNTAIN TELEPHONE
COMPANY
(As Existing Guarantor)
By:	/s/ Curtis L. Garner, Jr.
	Name: Curtis L. Garner, Jr.
	Title: Chief Financial Officer

[Signature Pages to Sixth Supplemental Indenture]

COMMUNICATIONS DESIGN ACQUISITION
CORPORATION
(As Existing Guarantor)
By:	/s/ Curtis L. Garner, Jr.
	Name: Curtis L. Garner, Jr.
	Title: Chief Financial Officer
CRC COMMUNICATIONS OF MAINE, INC.
(As Existing Guarantor)
By:	/s/ Curtis L. Garner, Jr.
	Name: Curtis L. Garner, Jr.
	Title: Chief Financial Officer
HOPPER TELECOMMUNICATIONS
COMPANY, INC.
(As Existing Guarantor)
By:	/s/ Curtis L. Garner, Jr.
	Name: Curtis L. Garner, Jr.
	Title: Chief Financial Officer
IMAGINATION, INC.
(As Existing Guarantor)
By:	/s/ Curtis L. Garner, Jr.
	Name: Curtis L. Garner, Jr.
	Title: Chief Financial Officer
MID-MAINE TELPLUS
(As Existing Guarantor)
By:	/s/ Curtis L. Garner, Jr.
	Name: Curtis L. Garner, Jr.
	Title: Chief Financial Officer

[Signature Pages to Sixth Supplemental Indenture]

MID-MISSOURI HOLDING CORP.
(As Existing Guarantor)
By:	/s/ Curtis L. Garner, Jr.
	Name: Curtis L. Garner, Jr.
	Title: Chief Financial Officer
MID-MISSOURI TELEPHONE COMPANY
(As Existing Guarantor)
By:	/s/ Curtis L. Garner, Jr.
	Name: Curtis L. Garner, Jr.
	Title: Chief Financial Officer
OTELCO TELECOMMUNICATIONS LLC
(As Existing Guarantor)
By:	/s/ Curtis L. Garner, Jr.
	Name: Curtis L. Garner, Jr.
	Title: Chief Financial Officer
OTELCO TELEPHONE LLC
(As Existing Guarantor)
By:	/s/ Curtis L. Garner, Jr.
	Name: Curtis L. Garner, Jr.
	Title: Chief Financial Officer
SACO RIVER TELEGRAPH AND TELEPHONE
COMPANY
(As Existing Guarantor)
By:	/s/ Curtis L. Garner, Jr.
	Name: Curtis L. Garner, Jr.
	Title: Chief Financial Officer

[Signature Pages to Sixth Supplemental Indenture]

THE GRANBY TELEPHONE & TELEGRAPH
CO. OF MASS.
(As Existing Guarantor)
By:	/s/ Curtis L. Garner, Jr.
	Name: Curtis L. Garner, Jr.
	Title: Chief Financial Officer
THE PINE TREE TELEPHONE AND
TELEGRAPH COMPANY
(As Existing Guarantor)
By:	/s/ Curtis L. Garner, Jr.
	Name: Curtis L. Garner, Jr.
	Title: Chief Financial Officer

WELLS FARGO BANK, NATIONAL
ASSOCIATION, AS TRUSTEE
By:	/s/ Martin Reed
	Name: Martin Reed
	Title: Vice President

[Signature Pages to Sixth Supplemental Indenture]

EX-99.1

Exhibit 99.1

Contact:	Curtis Garner
	Chief Financial Officer
	Otelco Inc.
	205-625-3580
	Curtis@otelcotel.com

Otelco Completes Acquisition of Shoreham Telephone

ONEONTA, Alabama (October 14, 2011) – Otelco Inc. (NASDAQ: OTT; TSX: OTT.un), a wireline telecommunication services provider in Alabama, Maine, Massachusetts, Missouri, New Hampshire and West Virginia, today announced that it has completed its previously announced acquisition of Shoreham Telephone Company, Inc. for approximately $4.5 million in cash, plus certain purchase price adjustments.

Shoreham Telephone, a privately owned company located in Shoreham, Vermont, has provided telecommunications solutions to residential and business customers for nearly a century.  The company offers a complete set of voice, data and Internet services to its customers in middle Vermont.  As of September 30, 2011, the company serves approximately 5,019 voice and data lines (or access line equivalents).

“We are excited to add Shoreham and Vermont to our service area in New England,” said Mike Weaver, President and Chief Executive Officer of Otelco.  “Shoreham has similar roots to Otelco as a rural wireline telecommunications services provider. This year, they have substantially improved their broadband offering with significant capital investment. We expect to expand from Shoreham’s base in central Vermont to bring new and creative services through our OTT Communications team to other Vermont businesses. Clearly, this demonstrates our commitment to continue to grow our presence and impact in New England.”

ABOUT OTELCO

Otelco Inc. provides wireline telecommunications services in Alabama, Maine, Massachusetts, Missouri, New Hampshire, Vermont and West Virginia.  The Company’s services include local and long distance telephone, network access, transport, digital high-speed data lines and dial-up internet access, cable television and other telephone related services. With more than 102,000 voice and data access lines, which are collectively referred to as access line equivalents, Otelco is among the top 25 largest local exchange carriers in the United States based on number of access lines.  Otelco operates ten incumbent telephone companies serving rural markets, or rural local exchange carriers.  It also provides competitive retail and wholesale communications services through several subsidiaries.  For more information, visit the Company’s website at www.OtelcoInc.com.

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