8-K

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

Date of Report (Date of earliest event reported):  August 1, 2008

RURAL CELLULAR CORPORATION

(Exact name of Registrant as Specified in its Charter)

Minnesota	0-27416	41-1693295
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3905 Dakota Street S.W., Alexandria, Minnesota	56308
(Address of Principal Executive Offices)	(Zip Code)
Registrant’s Telephone Number, Including Area Code		(320) 762-2000

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.

Amendment of Rights Agreement

The disclosure in Item 3.03 is incorporated in this Item 1.01 by reference.

Item 3.03.            Material Modification to Rights of Security Holders.

As previously reported, on July 29, 2007, Rural Cellular Corporation (the “Company”), Verizon Wireless (“Verizon”), Airtouch Cellular and Rhino Merger Sub Corporation (“Merger Sub”) entered into an Agreement and Plan of Merger pursuant to which Merger Sub, an indirect wholly-owned subsidiary of Verizon, will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and becoming a subsidiary of Verizon.

In connection with the consummation of the Merger and transactions related thereto, on August 1, 2008, the board of directors of the Company approved the Third Amendment (the “Amendment”) to the Class A Share Rights Agreement, dated as of April 30, 1999, as amended on March 31, 2000 and July 29, 2007, between the Company and Wells Fargo Bank, N.A., as successor rights agent (as so amended, the “Rights Agreement”).   The Amendment, effective prior to the consummation of the Merger and certain transactions related thereto, renders the Rights Agreement inapplicable to such transactions related to the consummation of the Merger.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 4.1 hereto and is incorporated herein by reference.

Item 5.03.            Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Also in connection with the consummation of the Merger and transactions related thereto, on August 1, 2008, the board of directors of the Company amended, effective prior to the consummation of the Merger and certain transactions related thereto, Section 5.01 of the Company’s Amended and Restated Bylaws, as amended through May 3, 2007, to provide that shares of the Company’s class A common stock may be issued in certificated form by resolution of the board of directors of the Company.  The text of the bylaw amendment is set forth in Exhibit 3.1 hereto.

Item 9.01.            Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
3.1	Amendment to Amended and Restated Bylaws of Rural Cellular Corporation
4.1	Third Amendment to Class A Share Rights Agreement, dated as of August 6, 2008

EXHIBIT INDEX

Exhibit No.	Description
3.1	Amendment to Amended and Restated Bylaws of Rural Cellular Corporation
4.1	Third Amendment to Class A Share Rights Agreement, dated as of August 6, 2008

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 thereunto duly authorized.

	RURAL CELLULAR CORPORATION
	/s/ Richard P. Ekstrand
	Richard P. Ekstrand
	President and Chief Executive Officer
August 6, 2008

EX-3.1

Exhibit 3.1

Amendment to

Amended and Restated Bylaws of

Rural Cellular Corporation

On August 1, 2008, the board of directors of Rural Cellular Corporation passed a resolution amending and restating Section 5.01 of the Amended and Restated Bylaws of the Company, as amended through May 3, 2007, in its entirety as follows:

“Section 5.01.  Uncertificated and Certificated Shares.  Except as otherwise provided in this Article V or as may be provided in a resolution approved by the Board of Directors, the shares of the corporation’s Class A Common Stock shall be uncertificated shares beginning on May 31, 2007.  Notwithstanding the foregoing, shares of Class A Common Stock represented by a certificate issued prior to May 31, 2007, shall be certificated shares until such certificate is surrendered to the corporation.  After May 31, 2007, any shares of Class A Common Stock that are, pursuant to a Board resolution, represented by a certificate shall be issued only in connection with a private placement of such shares and shall not be transferable unless such certificate is first surrendered to the corporation for reissue of the shares as uncertificated shares, which reissuance shall be effected as promptly as practicable and at no expense to the holder of such certificate.  Shares of other classes and series of the corporation’s capital stock may be either certificated or uncertificated, as may be determined from time to time by a resolution of the Board of Directors.”

EX-4.1

Exhibit 4.1

THIRD AMENDMENT TO CLASS A SHARE RIGHTS AGREEMENT

This THIRD AMENDMENT (this “Third Amendment”) is made and entered into as of this 6th day of July 2008 by and between Rural Cellular Corporation, a Minnesota corporation (the “Company”), and Wells Fargo Bank, N.A., successor to Norwest Bank Minnesota, National Association, as rights agent (the “Rights Agent”).  Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Rights Agreement (as defined below).

W I T N E S S E T H

WHEREAS, the Company and the Rights Agent are parties to the Class A Share Rights Agreement, dated as of April 30, 1999, as amended on March 31, 2000 and on July 29, 2007 (the “Rights Agreement”);

WHEREAS, the Company entered into an Agreement and Plan of Merger, dated as of July 29, 2007, by and among Cellco Partnership, a Delaware general partnership doing business as Verizon Wireless (“Parent”), Airtouch Cellular, a California corporation (“Holdings”), and the Company (the “Merger Agreement”), pursuant to which, among other things, a Minnesota corporation to be formed in accordance with the Merger Agreement as a wholly-owned subsidiary of Holdings (“Merger Sub”) will merge with and into the Company (the “Merger”), with each then issued and outstanding share of the Company’s class A common stock, par value $.01 per share (“Class A Common Stock”), and class B common stock, par value $.01 per share (“Class B Common Stock” and, together with the Class A Common Stock, “Company Common Stock”), excluding shares of Company Common Stock owned by the Company as treasury stock, any shares of Company Common Stock owned by Parent, Merger Sub or any direct or indirect subsidiary of Parent or shares of Company Common Stock held by shareholders who validly perfect appraisal rights, being cancelled and converted into the right to receive $45.00 in cash, without interest;

WHEREAS, the Disinterested Director Committee of the Board of Directors of the Company (the “Board”) approved the Merger Agreement and the transactions contemplated thereby, including the Merger;

WHEREAS, the Board and the shareholders of the Company have approved the Merger Agreement and the transactions contemplated thereby, including the Merger;

WHEREAS, pursuant to Section 27 of the Rights Agreement, prior to the Distribution Date, the Company may and the Rights Agent shall, if so directed by the Company, from time to time supplement or amend the Rights Agreement without the approval of any holders of Class A Common Stock or Class A Rights Certificates; and

WHEREAS, the Board has determined that an amendment to the Rights Agreement as set forth herein is necessary and desirable in connection with the foregoing.

NOW, THEREFORE, in consideration of the premises and agreements set forth herein and in the Rights Agreement, the parties hereto, intending to be legally bound, agree as follows:

Section 1.            Amendment to Definition of Acquiring Person.  The definition of “Acquiring Person” set forth in Section 1(a) of the Rights Agreement is hereby amended and supplemented by adding the following sentence to the end thereof:

Further, and notwithstanding anything in this Agreement to the contrary, neither Parent nor any of its existing or future Affiliates or Associates, including, without limitation, Holdings, shall be deemed to be an Acquiring Person solely by virtue of the purchase from the Company of shares of Class A common stock by Parent or any of its existing or future Affiliates or Associates in connection with any transactions relating to or contemplated by the Merger Agreement.

Section 2.            Rights Agent Direction.  The Rights Agent is directed to immediately execute this Third Amendment.

Section 3.            Effectiveness.  This Third Amendment shall be deemed effective as of the date set forth above.  Except as amended by this Third Amendment, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected by this Third Amendment.

Section 4.            Severability.  If any term, provision, covenant, or restriction of this Third Amendment is held by a court of competent jurisdiction or other authority to be invalid, void, or unenforceable, the remainder of the terms, provisions, covenants, or restrictions of this Third Amendment shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.

Section 5.            Counterparts.  This Third Amendment may be executed in any number of counterparts, and each of such counterparts shall for all purposes be deemed an original, and all such counterparts shall together constitute but one and the same instrument.

Section 6.            Governing Law.  This Third Amendment shall be deemed to be a contract made under the laws of the State of Minnesota and for all purposes shall be governed by and construed in accordance with the laws of the State of Minnesota applicable to contracts to be made and performed entirely within such state.

Section 7.            Waiver of Notice.  The Company and the Rights Agent hereby waive any notice requirement under the Rights Agreement pertaining to the matters covered by this Third Amendment.

Section 8.            Descriptive Headings.  Descriptive headings of the several sections of this Third Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Third Amendment.

IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to Class A Share Rights Agreement to be duly executed as of the day and year first above written.

RURAL CELLULAR CORPORATION
By:	/s/  Richard P. Ekstrand
Name:   Richard P. Ekstrand
Title:   President and CEO

WELLS FARGO BANK, N.A.,
successor to
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
By:	/s/ Steven J. Hoffman
Name:   Steven J. Hoffman
Title:   Assistant Vice President