S-8 1 x0512-s8.txt As filed with the Securities and Exchange Commission on May 12, 2010 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ FORM S-8 Registration Statement Under The Securities Act of 1933 ___________________ CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 02-0636095 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 121 South 17th Street Mattoon, Illinois 61938-3987 (Address of principal executive offices, including zip code) CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. 2005 LONG-TERM INCENTIVE PLAN (Full title of each plan) Steven L. Childers Senior Vice President and Chief Financial Officer Consolidated Communications Holdings, Inc. 121 South 17th Street Mattoon, Illinois 61938-3987 (Name and address of agent for service) (217) 235-3311 (Telephone number, including area code, of agent for service) With a copy to: Lauralyn G. Bengel Schiff Hardin LLP 233 South Wacker Drive 66th Floor Chicago, Illinois 60606 (312) 258-5670 ____________________ 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 definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [X] Non-accelerated filer [ ] Smaller reporting company [ ] Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE ------------------------------- Proposed Proposed Amount maximum maximum to be offering price aggregate Amount of Title of Securities to be Registered registered per share offering price registration fee ------------------------------------ ---------- -------------- -------------- ---------------- Common Stock, par value $.01 per share 900,000(2) $17.43(1) $15,687, 000(1) $1,118.48(1)
(1) Estimated on the basis of $17.43 per share, the average of the high and low sales prices of the Registrant's Common Stock as reported on the NASDAQ Global Select Market on May 7, 2010 solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) of the Securities Act of 1933. (2) Pursuant to Rule 416 of the Securities Act of 1933, this Registration Statement shall also cover any additional shares of Common Stock which become issuable under the Plan pursuant to this Registration Statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction which results in an increase in the number of the Registrant's outstanding shares of Common Stock. STATEMENT PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8 "REGISTRATION OF ADDITIONAL SECURITIES" The contents of the Registration Statement on Form S-8 (File No. 333-128934), filed by the Registrant with the Securities and Exchange Commission on October 11, 2005, registering shares of its Common Stock, par value $0.01 per share, issuable under the Plan, are hereby incorporated by reference. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT All information required in the Registration Statement (other than the exhibits and the signature page) is set forth in the Registration Statement on Form S-8 (File No. 333-128934), as described above, and is incorporated herein by reference. Item 8. Exhibits. The exhibits filed herewith or incorporated by reference herein are set forth in the Exhibit Index filed as part of this Registration Statement. 2 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 this Registration Statement and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mattoon, State of Illinois, on the 4th day of May, 2010. CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. By: /s/ Steven L. Childers ------------------------- Steven L. Childers Senior Vice President and Chief Financial Officer POWER OF ATTORNEY Each person whose signature appears below hereby authorizes Robert J. Currey and Steven L. Childers his true and lawful attorney- in-fact, acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign on such person's behalf, individually and in each capacity stated below, any and all amendments (including any post-effective amendments and supplements) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said 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, as fully and to all intents and purposes such person might or could do in person, hereby ratifying and confirming all that said 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, this Registration Statement has been signed by the following persons in the capacities indicated on the 4th day of May, 2010. SIGNATURE TITLE DATE --------- ----- ---- /s/ Robert J. Currey President, Chief May 4, 2010 ----------------------------- Executive Officer and Robert J. Currey Director (Principal Executive Officer) 3 /s/ Steven L. Childers Senior Vice President May 4, 2010 ----------------------------- and Chief Financial Steven L. Childers Officer (Principal Financial Officer and Principal Accounting Officer) /s/ Jack W. Blumenstein Director May 4, 2010 ----------------------------- Jack W. Blumenstein /s/ Richard A. Lumpkin Chairman of the Board May 4, 2010 ----------------------------- and Director Richard A. Lumpkin /s/ Roger H. Moore Director May 4, 2010 ----------------------------- Roger H. Moore /s/ Maribeth S. Rahe Director May 4, 2010 ----------------------------- Maribeth S. Rahe 4 INDEX TO EXHIBITS EXHIBIT NUMBER Exhibit ------ ------- 4.1 Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Amendment No. 7 to the Registrant's Registration Statement on Form S-1 dated July 19, 2005 (File No. 333-121086)) 4.2 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Registrant's Form 10-Q for the period ended September 30, 2009) 4.3 Consolidated Communications Holdings, Inc. 2005 Long-Term Incentive Plan (incorporated by reference to May 10 Exhibit 99.1 to the Registrant's Form 8-K filed on May 10, 2010) 5 Opinion of Schiff Hardin LLP 23.1 Consent of Ernst & Young LLP 23.2 Consent of Schiff Hardin LLP (included as part of Exhibit 5) 24 Power of Attorney (set forth on the signature page) 5