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
April 15, 2019
Date of report (Date of earliest event reported)
NUVERA COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
| Minnesota | 0-3024 | 41-0440990 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
27 North Minnesota Street
New Ulm, Minnesota 56073
(Address of principal executive offices, including zip code)
(507) 354-4111
(Registrant's telephone number, including area code)
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):
[ ] 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
Emerging growth company Yes £
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. £
ITEM 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Retirement of Chief Executive Officer
On April 15, 2019, Nuvera Communications, Inc. (the “Company”), announced that it’s Chief Executive Officer Bill D. Otis will be retiring after 40 years with the Company. Mr. Otis will remain with the Company in his current role until a successor is named and then will provide consulting services to ensure a smooth and successful leadership transition. Mr. Otis intends to continue to serve on the Board of Directors after the effective date of his retirement.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
99.1 Press release dated April 15, 2019.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 contains certain safe harbor provisions regarding forward-looking statements. This Report on Form 8-K may include forward-looking statements. These statements may include, without limitation, statements with respect to anticipated future operating and financial performance, growth opportunities and growth rates, acquisition and divestiture opportunities, business strategies, business and competitive outlook, and other similar forecasts and statements of expectation. Words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “targets”, “projects”, “will”, “may”, “continues”, and “should”, and variations of these words and similar expressions, are intended to identify these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause our actual results to differ materially from such statements.
Because of these risks, uncertainties and assumptions and the fact that any forward-looking statements made by us and our management are based on estimates, projections, beliefs and assumptions of management, they are not guarantees of future performance and you should not place undue reliance on them. In addition, forward-looking statements speak only as of the date they are made, which is the filing date of this Form 8-K. With the exception of the requirements set forth in the federal securities laws or the rules and regulations of the SEC, we do not undertake any obligation to update or review any forward-looking information, whether as a result of new information, future events or otherwise.
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.
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| Nuvera Communications, Inc. |
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| Date: April 15, 2019 | By: /s/Bill Otis Bill Otis President and Chief Executive Officer |
Exhibit 99.1
FOR RELEASE: Immediate
FROM:
Nuvera Communications, Inc.
27 N. Minnesota
New Ulm, MN 56073
Phone 507-354-4111
CONTACT: Bill Otis
Nuvera Communications, Inc.
507-354-4111
E-mail: billotis@nuvera.net
Nuvera CEO Bill Otis to retire after 40 years. Otis continues through transition and remains on the Board of Directors
NEW ULM, Minnesota (April 15, 2019) – Nuvera Communications, Inc. (OTC: NUVR), a diversified communications company headquartered in New Ulm, Minnesota, has announced its Chief Executive Officer Bill Otis, 61, will be retiring after 40 years with the company. He will remain in his current role until a successor is named and then provide consulting services to ensure a smooth and successful leadership transition. He will continue to serve on the Board of Directors.
“On behalf of the Board, I want to recognize Bill’s tremendous contributions over the past 40 years. Nuvera could not be better positioned for continued success. Through his extraordinary leadership and vision, Bill has developed a management team that delivers incredible value to our communities and shareholders,” Board Chair Perry Meyer said. “He has cultivated a culture where employees are empowered to achieve excellence and customers are treated like family.”
“After a long and satisfying career, this is the perfect time to pass the leadership mantle and move to the next phase of my life,” Otis said. “I am very proud of our Nuvera team and our achievements over the past four decades. I know that even greater accomplishments lie ahead.”
After graduating from Winona State University with a Bachelor of Science in Accounting and Business Administration, Otis joined New Ulm Rural Telephone as Controller in 1979. Five years later, he was named General Manager. His position transitioned to the company’s first Chief Executive Officer and he has held the role ever since. After a series of name changes, the company was rebranded to Nuvera in 2018.
The Board of Directors has engaged a search firm to conduct an executive search.
About Nuvera
Nuvera is a well-established communications company with headquarters in New Ulm, MN that provides Internet, digital TV, voice, hosted and managed services, computer sales and computer repair services. Nuvera sells and services cellular phones and accessories and customer premise equipment. Nuvera has customer solutions centers in the Minnesota communities of New Ulm, Glencoe, Goodhue, Hutchinson, Litchfield, Prior Lake, Redwood Falls, Sleepy Eye and Springfield as well as Aurelia, Iowa. Nuvera also operates TechTrends, a technology retail store, located in New Ulm. In addition, Nuvera offers television and Internet services in Cologne, Mayer, New Germany and Plato MN. Nuvera also holds partial ownership in FiberComm, LC, based in Sioux City, Iowa.
Nuvera Communications, Inc. is a publicly held corporation. For more information on the company or purchasing stock, visit www.nuvera.net.
Press Contacts:
Bill Otis Nuvera 507-233-4201 billotis@nuvera.net