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As filed with the Securities and Exchange Commission on March 1, 2023 | |
| 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 incorporation or organization) |
| (I.R.S. Employer Identification No.) |
2116 South 17th Street, Mattoon, Illinois |
| 61938 |
(Address of Principal Executive Offices) |
| (ZIP Code) |
Amended and Restated Consolidated Communications Holdings, Inc. Long-Term Incentive Plan
(Full title of the plan)
J. Garrett Van Osdell
Chief Legal Officer
Consolidated Communications Holdings, Inc.
2116 South 17th Street
Mattoon, Illinois 61938
(Name and address of agent for service)
(217) 235-3311
(Telephone number, including area code, of agent for service)
Copy to:
David J. Miller
Latham & Watkins LLP
301 Congress Avenue, Suite 900
Austin, Texas 78701
(737) 910-7363
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
| ☐ |
| Accelerated filer |
| ☒ |
Non-accelerated filer |
| ☐ |
| Smaller reporting company |
| ☐ |
|
| Emerging growth company |
| ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 10,680,000 shares of the Registrant’s Common Stock, par value $0.01 per share (the “Shares”) all of which is issuable or may become issuable in the future pursuant to the Registrant’s Amended and Restated Long-Term Incentive Plan (the “Plan”).
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENTS ON FORM
S-8
The contents of the Registration Statements on Forms S-8 (File Nos. 333-128934, 333-166757, 333-203974, and 333-228199), including any amendments thereto, filed with the Securities and Exchange Commission (the “SEC”) and relating to the Plan, are incorporated herein by reference.
Item 8. Exhibits.
Exhibit |
| Exhibit Index |
4.1 |
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4.2 |
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4.3 | | |
4.4 | | |
4.5 | | |
4.6 |
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5.1* |
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23.1* |
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23.2* |
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24 |
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107* |
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* | Filed herewith. |
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 on Form S-8 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 1st day of March, 2023.
| CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. | |
| By: | /s/ J. Garrett Van Osdell |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints C. Robert Udell and J. Garrett Van Osdell, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents and each of them, 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 each of said attorneys-in fact and agents or their 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 1st day of March, 2023.
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Signature | Title | Date |
/s/ C. Robert Udell, Jr. C. Robert Udell, Jr. | President, Chief Executive Officer and Director (Principal Executive Officer) | March 1, 2023 |
/s/ Fred A. Graffam III Fred A. Graffam III | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | March 1, 2023 |
/s/ Robert J. Currey Robert J. Currey | Chairman of the Board | March 1, 2023 |
/s/ Andrew S. Frey Andrew S. Frey | Director | March 1, 2023 |
| | |
/s/ David G. Fuller David G. Fuller | Director | March 1, 2023 |
/s/ Thomas A. Gerke Thomas A. Gerke | Director | March 1, 2023 |
/s/ Roger H. Moore Roger H. Moore | Director | March 1, 2023 |
/s/ Maribeth S. Rahe Maribeth S. Rahe | Director | March 1, 2023 |
/s/ Marissa M. Solis Marissa M. Solis | Director | March 1, 2023 |