SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): June 8, 2010
Otelco Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 1-32362 | 52-2126395 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
505 Third Avenue East, Oneonta, AL 35121
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (205) 625-3574
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) |
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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)) |
| Item 1.01. | Entry into a Material Definitive Agreement. |
On June 8, 2010, Otelco Inc. (the “Company”), in connection with the exchange of 544,671 of its Income Deposit Securities (each representing one share of its Class A common stock, $0.01 par value per share, and a 13% senior subordinated note due 2019 with a $7.50 principal amount (each, a “Note”)) for 544,671 shares of its issued and outstanding Class B common stock, $0.01 par value per share (the “Exchange Transaction”), entered into a Fourth Supplemental Indenture (the “Fourth Supplemental Indenture”) to the Indenture, dated as of December 21, 2004, among the Company, the Company’s subsidiary guarantors from time to time party thereto (the “Guarantors”) and Wells Fargo Bank, National Association, as trustee, pursuant to whi ch the Company issued, and the Guarantors guaranteed, $4,085,032.50 aggregate principal amount of Notes forming part of the IDSs issued in the Exchange Transaction. The foregoing description of the Fourth Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth Supplemental Indenture, a copy of which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
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| Exhibit No. | Description |
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| 4.1 | Fourth Supplemental Indenture, dated as of June 8, 2010, among the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee |
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.
| | OTELCO INC. | |
| | (Registrant) | |
| Date: June 8, 2010 | | |
| | | |
| | By: | /s/ Curtis L. Garner, Jr. | |
| | | Name: Curtis L. Garner, Jr. | |
| | | Title: Chief Financial Officer | |
