S-8 1 d248320ds8.htm FORM S-8 FORM S-8

As filed with the Securities and Exchange Commission on October 31, 2011

Registration Statement No. 333-

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

LUMOS NETWORKS CORP.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   80-0697274

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

One Lumos Plaza, P.O. Box 1068, Waynesboro, Virginia 22980

(Address of Principal Executive Offices) (Zip Code)

 

 

Lumos Networks Corp. 2011 Equity and Cash Incentive Plan

Lumos Networks Corp. Employee Stock Purchase Plan

(Full title of the plans)

 

 

Michael B. Moneymaker

President

Lumos Networks Corp.

One Lumos Plaza, P.O. Box 1068

Waynesboro, Virginia 22980

(Name and address of agent for service)

(540) 946-3500

(Telephone number, including area code, of agent for service)

 

 

Copies to:

David M. Carter

David I. Meyers

Troutman Sanders LLP

Troutman Sanders Building

1001 Haxall Point

Richmond, Virginia 23219

(804) 697-1200

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

(Check one):

 

Large accelerated filer   ¨    Accelerated filer   ¨
Non-accelerated filer   ¨    Smaller reporting company   ¨

 

 

CALCULATION OF REGISTRATION FEE

 

Name of Plan  

Title of securities

to be registered

  

Amount to be

registered(1)

  

Proposed maximum

offering price

per share(2)

  

Proposed maximum

aggregate

offering price(2)

  

Amount of

registration fee(2)

Lumos Networks Corp. 2011 Equity and Cash Incentive Plan(3)

   Common Stock, $0.01 par value per share   4,000,000 shares   $12.80   $51,200,000   $5,868

Lumos Networks Corp. Employee Stock Purchase Plan(3)

   Common Stock, $0.01 par value per share   100,000 shares   $12.80   $1,280,000   $147

 

 

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Company’s Common Stock that become issuable under the Lumos Networks Corp. 2011 Equity and Cash Incentive Plan and the Lumos Networks Corp. Employee Stock Purchase Plan (collectively, the “Plans”) by reason of any stock splits, stock dividends or similar transactions.
(2) Pursuant to Rule 457(h)(1) of the Securities Act, the proposed maximum offering price per share, the proposed maximum aggregate offering price and the amount of registration fee are estimated solely for the purpose of calculating the amount of the registration fee and are based on the book value of the Company’s Common Stock as of the latest practicable date prior to the date of filing this Registration Statement.
(3) The Lumos Networks Corp. 2011 Equity and Cash Incentive Plan and the Lumos Networks Corp. Employee Stock Purchase Plan becomes effective on the date all of the outstanding shares of the Company’s Common Stock are distributed to the stockholders of NTELOS Holdings Corp.

 

 

 

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

Not required to be filed with the Securities and Exchange Commission (the “Commission”).

Item 2. Registrant Information and Employee Plan Annual Information.

Lumos Networks Corp. (the “Company”) will provide the participants, upon written or oral request and without charge, a copy of the documents incorporated by reference in Item 3 of Part II of this Registration Statement, which are incorporated by reference in the Section 10(a) prospectus, and all documents required to be delivered to employees pursuant to Rule 428(b) under the Securities Act. Request for such documents should be directed to Lumos Networks Corp., One Lumos Plaza, P.O. Box 1068, Waynesboro, Virginia 22980, Attention: Secretary, telephone number (540) 946-3500.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Document by Reference.

The following documents filed by the Company with the Commission are incorporated herein by reference and made a part hereof:

 

  •  

The Company’s effective registration statement on Form 10 (File No. 001-35180), initially filed by the Company with the Commission on May 16, 2011, as amended by Amendment No. 1 filed on July 13, 2011, Amendment No. 2 filed on August 9, 2011, Amendment No. 3 filed on September 8, 2011, Amendment No. 4 filed on September 12, 2011 and Amendment No. 5 filed on October 18, 2011; and

 

  •  

The description of the Company’s common stock, $0.01 par value per share, contained in the Company’s Preliminary Information Statement, filed as Exhibit 99.1 to the Form 10, including any amendment or report filed for the purpose of updating such description.

All documents subsequently filed with the Commission by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that is incorporated by reference herein modifies or supersedes such earlier statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers

The Company is incorporated under the laws of the State of Delaware. Section 145 (“Section 145”) of the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (the “DGCL”), provides that a Delaware corporation may indemnify any persons who were, are or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include

expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was illegal. A Delaware corporation may also indemnify any persons who are, were or are threatened to be made, a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person was or is a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity for such action or suit by or in the right of the corporation may include expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests, provided further that no indemnification is permitted without judicial approval if the officer, director, employee or agent is adjudged to be liable to the corporation. Where an officer, director, employee or agent is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or director has actually and reasonably incurred.

Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 145.

Section 102(b)(7) of the DGCL permits a corporation to include in its certificate of incorporation a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the directors’ duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL (relating to unlawful payment of dividends and unlawful stock purchase and redemption) or (iv) for any transaction from which the director derived an improper personal benefit.

The Company’s certificate of incorporation provides that to the fullest extent permitted by the DGCL and except as otherwise provided in its bylaws, none of the Company’s directors shall be liable to it or its stockholders for monetary damages for a breach of fiduciary duty. In addition, the Company’s certificate of incorporation provides for indemnification of any person who was or is made or threatened to be made a party to any action, suit or other proceeding, whether criminal, civil, administrative or investigative, because of his or her status as a director or officer of the Company, or service as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise at the request of the Company to the fullest extent authorized under the DGCL against all expenses, liabilities and losses reasonably incurred by such person. Similarly, the Company’s bylaws provide that we will indemnify our officers and directors to the fullest extent permitted by Delaware law. Further, all of the directors and officers of the Company are covered by insurance policies maintained and held in effect by the Company against certain liabilities for actions taken in their capacities as such, including liabilities under the Securities Act.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

 

Exhibit
No.

   

Description

  4.1    Form of Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 10, as amended (File No. 001-35180), filed September 8, 2011).
  4.2    Shareholders Agreement, by and among the Company and the shareholders listed on the signature pages thereto (incorporated herein by reference to Exhibit 4.2 to the Company’s Registration Statement on Form 10, as amended (File No. 001-35180), filed August 9, 2011).

  4.3    Amended and Restated Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 10, as amended (File No. 001-35180), filed August 9, 2011)
  4.4    Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 10, as amended (File No. 001-35180), filed August 9, 2011).
  4.5    Company 2011 Equity and Cash Incentive Plan (filed herewith).
  4.6    Company Employee Stock Purchase Plan (filed herewith).
  5.1    Opinion of Troutman Sanders LLP as to the legality of the securities being registered (filed herewith).
23.1    Consent of Troutman Sanders LLP (included in the opinion filed as Exhibit 5.1 to this Registration Statement).
23.2    Consent of KPMG LLP (filed herewith).
24.1    Powers of Attorney (included on signature page).

Item 9. Undertakings

 

  (a) The undersigned Company hereby undertakes:

 

  (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

  (i) To include any prospectus required by Section 10(a)(3) of the Securities Act,

 

  (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement,

 

  (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement,

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Company pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

 

  (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

  (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

  (b)

The undersigned Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to

  Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.

 

  (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Waynesboro, State of Virginia, on this 31st day of October, 2011.

 

LUMOS NETWORKS CORP.
(Registrant)
By:  

/s/ Michael B. Moneymaker

  Michael B. Moneymaker
  President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and appoints James A. Hyde, Michael B. Moneymaker and Harold L. Covert, and each of them individually, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the undersigned and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this registration statement (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as to all intents and purposes as he might or could in person, hereby ratifying and confirming all that such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ James A. Hyde

James A. Hyde

   

Chief Executive Officer, Director

(principal executive officer)

   October 31, 2011

/s/ Harold L. Covert

Harold L. Covert

   

Executive Vice President,

Chief Financial Officer and Treasurer

(principal financial and accounting officer)

   October 31, 2011

/s/ Frank L. Berry

Frank L. Berry

   

Chief Operating Officer and Secretary,

Director

   October 31, 2011

EXHIBIT INDEX

 

Exhibit
No.

   

Description

  4.1    Form of Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 10, as amended (File No. 001-35180), filed September 8, 2011).
  4.2    Shareholders Agreement, by and among the Company and the shareholders listed on the signature pages thereto (incorporated herein by reference to Exhibit 4.2 to the Company’s Registration Statement on Form 10, as amended (File No. 001-35180), filed August 9, 2011).
  4.3    Amended and Restated Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 10, as amended (File No. 001-35180), filed August 9, 2011)
  4.4    Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 10, as amended (File No. 001-35180), filed August 9, 2011).
  4.5    Company 2011 Equity and Cash Incentive Plan (filed herewith).
  4.6    Company Employee Stock Purchase Plan (filed herewith).
  5.1    Opinion of Troutman Sanders LLP as to the legality of the securities being registered (filed herewith).
23.1    Consent of Troutman Sanders LLP (included in the opinion filed as Exhibit 5.1 to this Registration Statement).
23.2    Consent of KPMG LLP (filed herewith).
24.1    Powers of Attorney (included on signature page).