-----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, DPgkrqXVK4TA5Qs+srkvkQfVs6nYgMU4eS/hPbvofJW+5zQG/SgkGq+GtViD50jy catHpqaDUaK4iSnOkrA9hQ== 0000950130-02-002022.txt : 20020415 0000950130-02-002022.hdr.sgml : 20020415 ACCESSION NUMBER: 0000950130-02-002022 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020327 EFFECTIVENESS DATE: 20020327 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMONWEALTH TELEPHONE ENTERPRISES INC /NEW/ CENTRAL INDEX KEY: 0000310433 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 232093008 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-84962 FILM NUMBER: 02587467 BUSINESS ADDRESS: STREET 1: 100 CTE DRIVE STREET 2: PO BOX 800 CITY: DALLAS STATE: PA ZIP: 18612-9799 BUSINESS PHONE: 7176742700 FORMER COMPANY: FORMER CONFORMED NAME: C TEC CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: COMMONWEALTH TELEPHONE ENTERPRISES INC DATE OF NAME CHANGE: 19860501 S-3MEF 1 ds3mef.txt FORM S-3 As filed with the Securities and Exchange Commission on March 26, 2002 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COMMONWEALTH TELEPHONE ENTERPRISES, INC. (Exact Name of Registrant as Specified in Its Charter) PENNSYLVANIA 23-2093008 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 100 CTE Drive Dallas, Pennsylvania 18612-9774 (570) 631-2700 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) ------------------------ MICHAEL J. MAHONEY President and Chief Executive Officer Commonwealth Telephone Enterprises, Inc. 100 CTE Drive Dallas, Pennsylvania 18612-9774 (570) 631-2700 ------------------------ (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------------ Copies to: LUCIANA FATO JOHN S. D'ALIMONTE STEPHEN L. BURNS Davis Polk & Wardwell Willkie Farr & Gallagher Cravath, Swaine & Moore 450 Lexington Avenue 787 Seventh Avenue Worldwide Plaza, New York, New York 10017 New York, New York 10019 825 Eighth Avenue (212) 450-4000 (212) 728-8000 New York, New York 10019 (212) 474-1000 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box. [_] __________ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333 - 82366 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] __________ If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] __________ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_] ------------------------ CALCULATION OF REGISTRATION FEE
===================================================================================================== Proposed Maximum Proposed Maximum Title of Each Class Amount to be Offering Price Aggregate Amount of of Securities to be Registered Registered Per Unit Offering Price Registration Fee - ----------------------------------------------------------------------------------------------------- Common Stock, par value $1.00 per share....................... 873,000 $36.00 $31,428,000.00 $2,892.00 =====================================================================================================
Explanatory Note and Incorporation by Reference of Registration Statement on Form S-3, File No. 333-82366 Commonwealth Telephone Enterprises, Inc. (the "Company") hereby incorporates by reference into this Registration Statement on Form S-3 in its entirety the Registration Statement on Form S-3 (File No. 333-82366) declared effective on March 26, 2002 by the Securities and Exchange Commission (the "Commission"), including each of the documents filed by the Company with the Commission and incorporated or deemed to be incorporated by reference therein and all exhibits thereto. The Company is filing this Registration Statement to register 873,000 shares of its common stock, par value, $1.00 per share. Exhibits The following documents are filed as exhibits to this Registration Statement. Exhibit Number Description - -------------- ----------- 5.1 Opinion of Ken Lee, Vice President, General Counsel and Secretary 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of Ken Lee, Vice President, General Counsel and Secretary (included in Exhibit 5.1) 25.1 Powers of Attorney (included on signature page to the Registration Statement on Form S-3, File No. 333-82366) 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 the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 26th day of March, 2002. COMMONWEALTH TELEPHONE ENTERPRISES, INC. By: /s/ MICHAEL J. MAHONEY ------------------------------------ Name: Michael J. Mahoney Title: President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacity and on the dates indicated. Signature Title Date --------- ----- ---- /s/ MICHAEL J. MAHONEY President, Chief Executive March 26, 2002 - ---------------------------- Officer and Director (principal executive officer) /s/ DONALD P. CAWLEY Senior Vice President and March 26, 2002 - ---------------------------- Chief Accounting Officer (principal accounting officer) * Chairman of the Board of - ---------------------------- Directors David C. McCourt * Director - ---------------------------- Michael A. Adams * Director - ---------------------------- James Q. Crowe * Director - ---------------------------- Stuart E. Graham * Director - ---------------------------- Frank M. Henry * Director - ---------------------------- Richard R. Jaros * Director - ---------------------------- Daniel E. Knowles * Director - ---------------------------- David C. Mitchell * Director - ---------------------------- Eugene Roth * Director - ---------------------------- Walter Scott, Jr. * Director - ---------------------------- Timothy J. Stoklosa * Director - ---------------------------- John S. Whyte Signature Title Date --------- ----- ---- *By: /s/ MICHAEL J. MAHONEY March 26, 2002 ------------------------ Michael J. Mahoney Attorney-in-fact EXHIBITS Exhibit Number Description ------- ----------- 5.1 Opinion of Ken Lee, Vice President, General Counsel and Secretary 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of Ken Lee, Vice President, General Counsel and Secretary (included in Exhibit 5.1) 25.1 Powers of Attorney (included on signature page of Registration Statement on Form S-3, File No. 333-82366) OFFICER'S CERTIFICATE The undersigned, a duly appointed officer of Commonwealth Telephone Enterprises, Inc., a Pennsylvania corporation (the "Company"), does hereby certify as follows: a. The Company has instructed PNC Bank ("PNC") to transmit, before the close of business on March 27, 2002 the amount of $2,892 to the account of the Securities and Exchange Commission at Mellon Bank, such amount representing the registration fee in respect of 873,000 shares of the Company's common stock being registered by the Company under the Securities Act of 1933, as amended; b. The Company will not revoke such instructions; and c. The Company has sufficient funds in its account at PNC to cover the amount of such filing fee. The Company hereby undertakes that it will confirm receipt of such instructions by PNC during regular business hours on March 27, 2002. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 26th day of March, 2002. /s/ Michael J. Mahoney ----------------------------------- Michael J. Mahoney President, Chief Executive Officer and Director EX-5.1 3 dex51.txt OPINION OF KEN LEE EXHIBIT 5.1 and 23.2 [CTE Logo] OPINION OF REGISTRANT'S COUNSEL March 26, 2002 Commonwealth Telephone Enterprises, Inc. 100 CTE Drive Dallas, PA 18612 Ladies & Gentlemen: Commonwealth Telephone Enterprises, Inc., a Pennsylvania corporation (the "Company"), is filing with the Securities and Exchange Commission a Registration Statement on Form S-3 (the "Abbreviated Registration Statement") pursuant to the Securities Act of 1933, as amended (the "Securities Act"), for the registration of 873,000 shares of its common stock, par value $1.00 per share (the "Securities"). The Securities are to be purchased by certain underwriters and offered for sale to the public together with the securities registered pursuant to a Registration Statement of Form S-3 (File No. 333-82366) of the Company that was declared effective earlier today (the "Initial Registration Statement"). I have examined such documents and such matters of fact and law that I have deemed necessary for the purpose of rendering the opinion expressed herein. Based on the foregoing, I am of the opinion that, when the price at which the Securities to be sold has been approved by or on behalf of the Board of Directors of the Company and when the Securities have been duly issued and delivered against payment therefor in accordance with the terms of the Underwriting Agreement referred to in the Prospectus which is a part of the Initial Registration Statement, the Securities will be validly issued, fully paid and non-assessable. I hereby consent to the filing of this opinion as an Exhibit to the Abbreviated Registration Statement referred to above, and further consent to the reference to my name under the caption "Legal Matters" in the Prospectus which is a part of the Initial Registration Statement, without admitting that I am an expert within the meaning of the Securities Act. Very truly yours, /s/ KENNETH E. LEE ---------------------------------------- Kenneth E. Lee Vice President, General Counsel & Secretary EX-23.1 4 dex231.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in the Registration Statement of Commonwealth Telephone Enterprises, Inc. on Form S-3 of our report dated February 11, 2002, and to the reference to us under the heading "Experts" in the Prospectus, which is incorporated by reference in the Registration Statement. /s/ PricewaterhouseCoopers LLP March 26, 2002 -----END PRIVACY-ENHANCED MESSAGE-----