UNITED STATES
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): August 22, 2006
NTELOS HOLDINGS CORP.
(Exact Name of Registrant as Specified in Charter)
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| Delaware | | 000-51798 | | 36-4573125 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
401 Spring Lane, Suite 300, PO Box 1990, Waynesboro, Virginia 22980
(Address of Principal Executive Offices) (Zip Code)
(540) 946-3500
(Registrant’s telephone number, including area code)
N/A
(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 (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events.
On August 22, 2006, in connection with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, the Board of Directors of NTELOS Holdings Corp. (Nasdaq: NTLS) (the “Company”) approved the establishment of sales plans for its five executive officers (the “10b5-1 Plans”): James S. Quarforth, Chief Executive Officer and President; Carl A. Rosberg, Executive Vice President, President - Wireless; David R. Maccarelli, Executive Vice President, President - Wireline; Michael B. Moneymaker, Executive Vice President and Chief Financial Officer, Treasurer and Secretary; and Mary McDermott, Senior Vice President - Legal and Regulatory Affairs. The shares subject to each of the 10b5-1 Plans represent less than 25% of the total number of shares each executive officer beneficially owns. Shares will be sold under the plans on the open market over the periods of time and according to the other parameters set forth under each executive officer’s plan. All shares are to be sold at prices higher than the closing price of NTELOS common stock on August 22, 2006.
Rule 10b5-1 allows officers and directors to adopt written, pre-arranged stock trading plans at a time when they are not in possession of material nonpublic information. Once a plan is established, the executive does not retain or exercise any discretion over sales of stock under the plan and the pre-planned trades can be executed at later dates as set forth in the plan while avoiding concerns about whether the executive is in possession of material nonpublic information when the stock is sold.
In addition, the Company has adopted stock ownership guidelines for its executive officers, which seek to align the interests of the Company’s executive officers with the interests of stockholders. These guidelines provide that the Company’s executive officers should own specific minimum levels of the Company’s common stock. The stock ownership guidelines provide that each executive officer should hold Company common stock with a value, as of the date of adoption of the ownership guidelines, equal to the following multiples of base salary: Chief Executive Officer - five times base salary; Executive Vice Presidents - three times base salary; and Senior Vice Presidents - two times base salary. The Company’s executive officers currently satisfy the ownership guidelines and after taking into account the sale of all of the above shares under the 10b5-1 Plans, the Company’s executive officers will continue to satisfy these ownership guidelines. The guidelines are subject to review periodically by the Company’s Nominating and Governance Committee.
SIGNATURE
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.
Date: August 22, 2006
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| NTELOS HOLDINGS CORP. |
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| By: | | /s/ Michael B. Moneymaker |
| | Michael B. Moneymaker |
| | Executive Vice President and |
| | Chief Financial Officer |
