-----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, H/oS+yvyh0q13cNIYVg5aOd8opWAfEHzX/LVlEjyQx6iqifUhHleuRPWF+yZFg10 kCriOsJOpDmdpVgHScgQdQ== 0000020520-07-000027.txt : 20070504 0000020520-07-000027.hdr.sgml : 20070504 20070504162745 ACCESSION NUMBER: 0000020520-07-000027 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070504 DATE AS OF CHANGE: 20070504 EFFECTIVENESS DATE: 20070504 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITIZENS COMMUNICATIONS CO CENTRAL INDEX KEY: 0000020520 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 060619596 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-71821 FILM NUMBER: 07820795 BUSINESS ADDRESS: STREET 1: HIGH RIDGE PK BLDG 3 CITY: STAMFORD STATE: CT ZIP: 06905 BUSINESS PHONE: 2036145600 MAIL ADDRESS: STREET 1: THREE HIGH RIDGE PARK CITY: STAMFORD STATE: CT ZIP: 06905 FORMER COMPANY: FORMER CONFORMED NAME: CITIZENS UTILITIES CO DATE OF NAME CHANGE: 19920703 S-8 POS 1 posts-8noneddeffeeplan.txt POST EFFECTIVE S-8 NON EED DEF FEE PLAN As filed with the Securities and Exchange Commission on May 4, 2007 Registration No. 333-71821 =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------------- Post-Effective Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------------- CITIZENS COMMUNICATIONS COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of 06-0619596 incorporation or organization) (I.R.S. Employer Identification No.) -------------------------------- 3 High Ridge Park Stamford, Connecticut 06905 (203) 614-5600 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) -------------------------------- CITIZENS UTILITIES COMPANY NON-EMPLOYEE DIRECTORS' DEFERRED FEE EQUITY PLAN (Full Title of Plan) -------------------------------- Donald R. Shassian Chief Financial Officer Citizens Communications Company 3 High Ridge Park Stamford, Connecticut 06905 (203) 614-5600 (Name and address, including zip code, and telephone number, including area code, of agent for service) -------------------------------- Copy to: Hilary E. Glassman, Esq. Senior Vice President, General Counsel and Secretary Citizens Communications Company 3 High Ridge Park Stamford, Connecticut 06905 (212) 614-5600 -------------------------------- ================================================================================ EXPLANATORY STATEMENT A total of 1,200,000 shares of common stock, par value $0.25 per share, of Citizens Communications Company (formerly Citizens Utilities Company), a Delaware corporation (the "Company") (as adjusted for stock dividends and stock splits), were registered in connection with the Company's Non-Employee Directors' Deferred Fee Equity Plan (the "Deferred Fee Plan"), which shares were registered on a Registration Statement on Form s-8 filed on February 5, 1999 (Registration No. 333-71821) (the "February 1999 Form S-8"). Of the 1,200,000 shares registered in the February 1999 Form S-8, 540,761 shares were not subject to outstanding awards at the time the Company determined not to issue any further awards under the Deferred Fee Plan and such shares were carried forward to the Company's Non-Employee Directors' Equity Incentive Plan (the "Equity Incentive Plan"). Pursuant to Instruction E to Form S-8 and the telephonic interpretation of the Securities and Exchange Commission set forth in Section G. Securities Act Forms, No. 89, of the Division of Corporation Finance's Manual of Publicly Available Telephone Interpretations dated July 1997, 540,761 shares of the Company's common stock registered on the February 1999 Form S-8 are being carried forward to, and deemed covered by, the registration statement on the separate Form S-8 filed concurrently herewith in connection with the Company's Equity Incentive Plan. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. Pursuant to General Instruction E to Form S-8, the contents of the February 1999 Form S-8 filed by the Company with respect to the securities offered by the Deferred Fee Plan are hereby incorporated by reference. SIGNATURE 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 Stamford, State of Connecticut, on this 4th day of May, 2007. CITIZENS COMMUNICATIONS COMPANY By: /s/ Robert J. Larson -------------------------------- Robert J. Larson Senior Vice President and Chief Accounting Officer POWER OF ATTORNEY We, the undersigned officers and directors of Citizens Communications Company, hereby severally constitute and appoint Donald R. Shassian and Robert J. Larson, and each of them singly, our true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to sign for us and in our name in the capacities indicated below, any and all amendments to this registration statement on Form S-8 filed by Citizens Communications Company with the Securities and Exchange Commission, and generally to do all such things in our name and behalf in such capacities to enable Citizens Communications Company to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, and we hereby ratify and confirm our signatures as they may be signed by our said attorneys, or any of them, to any and all such amendments. Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ Mary Agnes Wilderotter Chairman of the Board, Chief May 4, 2007 - ------------------------------------ Executive Officer and President Mary Agnes Wilderotter (Principal Executive Officer) /s/ Donald R. Shassian Chief Financial Officer May 4, 2007 - ------------------------------------ (Principal Financial Officer) Donald R. Shassian /s/ Robert J. Larson Senior Vice President and Chief May 4, 2007 - ------------------------------------ Accounting Officer Robert J. Larson (Principal Accounting Officer) /s/ Kathleen Q. Abernathy Director May 4, 2007 - ------------------------------------ Kathleen Q. Abernathy /s/ Leroy T. Barnes, Jr. Director May 4, 2007 - ------------------------------------ Leroy T. Barnes, Jr. /s/ Michael T. Dugan Director May 4, 2007 - ------------------------------------ Michael T. Dugan /s/ Jeri B. Finard Director May 4, 2007 - ------------------------------------ Jeri B. Finard /s/ Lawton Wehle Fitt Director May 4, 2007 - ------------------------------------ Lawton Wehle Fitt /s/ Stanley Harfenist Director May 4, 2007 - ------------------------------------ Stanley Harfenist /s/ William M. Kraus Director May 4, 2007 - ------------------------------------ William M. Kraus /s/ Howard L. Schrott Director May 4, 2007 - ------------------------------------ Howard L. Schrott /s/ Larraine D. Segil Director May 4, 2007 - ------------------------------------ Larraine D. Segil /s/ Bradley E. Singer Director May 4, 2007 - ------------------------------------ Bradley E. Singer /s/ Edwin Tornberg Director May 4, 2007 - ------------------------------------ Edwin Tornberg /s/ David H. Ward Director May 4, 2007 - ------------------------------------ David H. Ward /s/ Myron A. Wick, III Director May 4, 2007 - ------------------------------------ Myron A. Wick, III
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