-----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, I4KQ0kLkRxsUThGdo6D3q0Nf2pwvqDNmivV6e3YaTNLsa7Z5t3nMnLysV2I9fYWG AP/m5A64nQL7/snqAtihkA== 0000950137-08-011122.txt : 20080826 0000950137-08-011122.hdr.sgml : 20080826 20080826163407 ACCESSION NUMBER: 0000950137-08-011122 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080826 DATE AS OF CHANGE: 20080826 EFFECTIVENESS DATE: 20080826 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RURAL CELLULAR CORP CENTRAL INDEX KEY: 0000869561 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 411693295 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-105866 FILM NUMBER: 081039646 BUSINESS ADDRESS: STREET 1: 3905 DAKOTA ST SW STREET 2: P O BOX 2000 CITY: ALEXANDRIA STATE: MN ZIP: 56308 BUSINESS PHONE: 3207622000 MAIL ADDRESS: STREET 1: P O BOX 2000 CITY: ALEXANDRIA STATE: MN ZIP: 56308 S-8 POS 1 c35172a1sv8pos.htm POST-EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT sv8pos
As filed with the Securities and Exchange Commission on August 26, 2008
Registration No. 333-105866
 
 
UNITED STATES
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
 
RURAL CELLULAR CORPORATION
(Exact Name of Registrant as specified in its Charter)
 
     
Minnesota   41-1693295
(State or other jurisdiction of
incorporation or organization) 		  (I.R.S. Employer
Identification No.)
3905 Dakota Street S.W.,
P.O. Box 2000
Alexandria, Minnesota 56308
(320) 762-2000
(Address, including zip code, and telephone number, including area code, of principal executive offices)
 
Rural Cellular Corporation Employee Stock Purchase Plan
(Full title of the plan)
 
Margaret Feldman
Vice President, Business Development
Rural Cellular Corporation
3905 Dakota Street S.W.
P.O. Box 2000
Alexandria, Minnesota 56308
(320) 762-2000
(Name, address and telephone number, including area code, of agent for service)
      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 o    Accelerated filer þ    Non-accelerated filer   o
(Do not check if a smaller reporting company)		   Smaller Reporting Company o 
 
 

 

 

TERMINATION OF REGISTRATION
     This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (Registration No. 333-105866) of Rural Cellular Corporation (“RCC”).
     RCC, Cellco Partnership, a Delaware general partnership doing business as Verizon Wireless (“Verizon Wireless”), and AirTouch Cellular, a California corporation, have entered into an Agreement and Plan of Merger, dated as of July 29, 2007, pursuant to which, among other things, RCC has merged with and into Rhino Merger Sub Corporation, a Minnesota corporation and wholly-owned subsidiary of Verizon Wireless (the “Merger”). The Merger was consummated on August 7, 2008.
     In connection with the Merger, RCC hereby removes from registration all of its securities registered pursuant to this Registration Statement that remain unsold.

 

 

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Alexandria, State of Minnesota, on August 26, 2008.
         
  RURAL CELLULAR CORPORATION
 		  
  By:   /s/ Margaret Feldman    
    Margaret Feldman   
    Vice President, Business Development   
 
DATE:  August 26, 2008  

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