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) November 18, 2005
WARWICK VALLEY TELEPHONE COMPANY
(Exact Name of Registrant as Specified in Charter)
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NEW YORK | | 0-11174 | | 14-1160510 |
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(State or Other Jurisdiction | | (Commission | | (IRS employer |
of Incorporation) | | File Number) | | Identification No.) |
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47 MAIN STREET, WARWICK, NEW YORK | | | | 10990 |
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(Address of principal executive offices) | | | | (Zip Code) |
Registrant’s telephone number, including area code (845) 986-8080
(Former name or former address, if changed since last report)
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:
o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 7.01. | | Regulation FD Disclosure |
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| | At the Company’s 2005 Annual Meeting of Common Shareholders held on November 17, 2005, Herbert Gareiss, Jr., President, responding to a shareholder’s question, indicated that the Board of Directors is considering share buyback programs and dividend reinvestment plans. Such plans are under consideration, but there can be no assurances as to whether or when such programs or plans will be implemented, or as to what their terms might be if they were implemented. |
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Item 8.01. | | Other Events |
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| | Matters Subject to a Vote of Securities Holders |
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| | At the Company’s 2005 Annual Meeting of Common Shareholders held on November 17, 2005, Philip S. Demarest, Herbert Gareiss, Jr. and Corinna S. Lewis were elected for three-year terms in Class III and Joseph J. Morrow was elected as director to fill the remaining one-year portion of the unexpired term of M. Lynn Pike in Class I. The terms of Wisner H. Buckbee, Joseph E. Deluca, Fred M. Knipp, Rafael Collado and Robert J. DeValentino continued after the meeting. |
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| | Matters voted on at the meeting and the results of each vote are as follows: |
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| | For | | | Against | | | Abstain | |
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Proposal I: | | | | | | | | | | | | |
To fix the number of directors at nine until the next annual meeting: | | | 4,301,161 | | | | 581,999 | | | | 75,413 | |
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To elect three (3) Directors to Class III: | | | | | | | | | | | | |
Philip S. Demarest | | | 4,147,200 | | | | 811,776 | | | | | |
Herbert Gareiss, Jr. | | | 4,190,040 | | | | 768,936 | | | | | |
Corinna S. Lewis | | | 4,095,814 | | | | 863,162 | | | | | |
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To elect one (1) Director to Class I: | | | | | | | | | | | | |
Joseph J. Morrow | | | 4,316,632 | | | | 642,344 | | | | | |
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Proposal II: | | | | | | | | | | | | |
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To approve the selection of WithumSmith+Brown, P.C. as the Company’s independent accountants for the year ending December 31, 2005. | | | 4,453,590 | | | | 386,566 | | | | 118,819 | |
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Proposal III: | | | | | | | | | | | | |
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That the shareholders urge the Board of Directors to arrange for the prompt sale of Warwick Valley Telephone Company to the highest bidder. | | | 1,098,147 | | | | 3,063,844 | | | | 62,514 | |
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| | Other Information |
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| | Election of Officers |
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| | At its reorganizational meeting on November 17, 2005, the Board of Directors elected the following persons to the positions set forth opposite their names: |
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| Wisner H. Buckbee | | Chairman of the Board |
| Fred M. Knipp | | Vice Chairman of the Board |
| Herbert Gareiss, Jr. | | President, Chief Executive Officer |
| Michael A. Cutler | | Vice President, Chief Financial Officer, Treasurer |
| Brenda A. Schadt | | Vice President |
| Zigmund C. Nowicki, Jr. | | Secretary |
| Dorinda M. Masker | | Assistant Secretary |
In announcing the results of the Annual Meeting of Shareholders, the Company also issued a press release which is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
99.1 Press Release entitled “WVT Shareholders Vote “No Sale””, dated November 18, 2005.
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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| WARWICK VALLEY TELEPHONE COMPANY | |
Dated: November 18, 2005 | By: | /s/ Herbert Gareiss, Jr. | |
| | Name: | Herbert Gareiss, Jr. | |
| | Title: | President | |
Exhibit Index
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Exhibit No. | | Description |
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99.1 | | Press release entitled “WVT Shareholders Vote “No Sale””, dated November 18, 2005. |