As filed with the Securities and Exchange Commission on September 8, 2011
File No. 001-35180
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3
to
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF
THE SECURITIES EXCHANGE ACT OF 1934
Lumos Networks Corp.
(Exact name of registrant as specified in its charter)
Delaware | 80-0697274 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
401 Spring Lane, Suite 300
Waynesboro, Virginia 22980
(540) 946-3500
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Registered | Name of Each Exchange on Which Such Class will be Registered | |
Common Stock, par value $0.01 per share | NASDAQ Global Select Market |
Securities to be registered pursuant to Section 12(g) of the Act:
None.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
INFORMATION REQUIRED IN REGISTRATION STATEMENT
AND INCORPORATED BY REFERENCE INTO FORM 10
CROSS REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10
Certain information required to be included herein is incorporated by reference to specifically identified portions of the body of the information statement filed herewith as Exhibit 99.1. For your convenience, we have provided a cross-reference sheet where the items required by Form 10 can be found in our information statement. None of the information contained in the information statement shall be incorporated by reference herein or deemed to be a part hereof unless such information is specifically incorporated by reference.
Item No | Item Caption | Location in Information Statement | ||
Item 1. | Business | See “Summary,” “Risk Factors,” “Cautionary Statement Regarding Forward-Looking Statements,” “The Separation,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” “Agreements with NTELOS,” and “Index to Financial Statements” and the statements referenced thereon. | ||
Item 1A. | Risk Factors | See “Risk Factors.” | ||
Item 2. | Financial Information | See “Summary,” “Selected Combined Financial Data,” “Unaudited Pro Forma Combined Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” | ||
Item 3. | Properties | See “Business—Properties.” | ||
Item 4. | Security Ownership of Certain Beneficial Owners and Management | See “Security Ownership of Certain Beneficial Owners.” | ||
Item 5. | Directors and Executive Officers | See “Management.” | ||
Item 6. | Executive Compensation | See “The Separation—Treatment of Stock Options and Other Stock-based Awards,” “Management,” “Compensation Discussion and Analysis” and “Agreements with NTELOS—Employee Matters Agreement.” | ||
Item 7. | Certain Relationships and Related Transactions, and Director Independence | See “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Management” and “Agreements with NTELOS.” | ||
Item 8. | Legal Proceedings | See “Business—Legal Proceedings.” | ||
Item 9. | Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters | See “Summary,” “The Separation,” “Dividend Policies” and “Description of Our Capital Stock.” | ||
Item 10. | Recent Sales of Unregistered Securities | See “Description of Our Capital Stock—Sales of Unregistered Securities.” | ||
Item 11. | Description of Registrant’s Securities to be Registered | See “The Separation,” “Dividend Policies” and “Description of Our Capital Stock.” | ||
Item 12. | Indemnification of Directors and Officers | See “Indemnification of Directors and Officers.” | ||
Item 13. | Financial Statements and Supplementary Data | See “Index to Financial Statements” and the statements referenced thereon. | ||
Item 14. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | Not applicable. |
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Item 15. Financial Statements and Exhibits.
(a) Financial Statements
The information required by this item is contained under the section “Index to Financial Statements” (and the statements referenced therein) beginning on page F-1 of the information statement. That section is incorporated herein by reference.
(b) Exhibits
The following documents are furnished as exhibits hereto:
Number | Description | |
2.1* | Form of Separation and Distribution Agreement | |
3.1* | Form of Amended and Restated Certificate of Incorporation of the registrant | |
3.2* | Form of Amended and Restated Bylaws of the registrant | |
4.1 | Form of Common Stock Certificate | |
4.2* | Form of Shareholders Agreement by and among the registrant and the shareholders listed on the signature pages thereto | |
10.1* | Form of Transition Services Agreement | |
10.2* | Form of Employee Matters Agreement | |
10.3* | Form of Tax Matters Agreement | |
10.4* | Form of Trademark and Domain Name Assignment and License Agreement | |
10.5* | Form of Software and Proprietary Information Agreement | |
10.6(1) | Employment Agreement, dated December 7, 2010, between NTELOS Holdings Corp. and James A. Hyde | |
10.7(1) | Employment Agreement, dated December 7, 2010, between NTELOS Holdings Corp. and Frank L. Berry | |
10.8(1) | Employment Agreement, dated December 7, 2010, between NTELOS Holdings Corp. and Mary McDermott | |
10.9(2) | Employment Agreement, dated July 29, 2011, between NTELOS Wireline One Inc. and Michael B. Moneymaker | |
10.10* | Form of 2011 Equity and Cash Incentive Plan | |
10.11 | Credit Agreement, dated as of September 8, 2011 | |
21.1* | Subsidiaries of the registrant | |
99.1 | Preliminary Information Statement |
* | Previously filed. |
(1) | Incorporated by reference to NTELOS Holdings Corp.’s Current Report on Form 8-K (Commission File No. 000-51798) filed December 9, 2010. |
(2) | Incorporated by reference to NTELOS Holdings Corp.’s Current Report on Form 8-K (Commission File No. 000-51798) filed August 1, 2011. |
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: September 8, 2011 | LUMOS NETWORKS CORP. | |||||
By: | /S/ MICHAEL B. MONEYMAKER | |||||
Name: | Michael B. Moneymaker | |||||
Title: | President and Chief Financial Officer |
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Index to Exhibits
Number | Description | |
2.1* | Form of Separation and Distribution Agreement | |
3.1* | Form of Amended and Restated Certificate of Incorporation of the registrant | |
3.2* | Form of Amended and Restated Bylaws of the registrant | |
4.1 | Form of Common Stock Certificate | |
4.2* | Form of Shareholders Agreement by and among the registrant and the shareholders listed on the signature pages thereto | |
10.1* | Form of Transition Services Agreement | |
10.2* | Form of Employee Matters Agreement | |
10.3* | Form of Tax Matters Agreement | |
10.4* | Form of Trademark and Domain Name Assignment and License Agreement | |
10.5* | Form of Software and Proprietary Information Agreement | |
10.6(1) | Employment Agreement, dated December 7, 2010, between NTELOS Holdings Corp. and James A. Hyde | |
10.7(1) | Employment Agreement, dated December 7, 2010, between NTELOS Holdings Corp. and Frank L. Berry | |
10.8(1) | Employment Agreement, dated December 7, 2010, between NTELOS Holdings Corp. and Mary McDermott | |
10.9(2) | Employment Agreement, dated July 29, 2011, between NTELOS Wireline One Inc. and Michael B. Moneymaker | |
10.10* | Form of 2011 Equity and Cash Incentive Plan | |
10.11 | Credit Agreement, dated as of September 8, 2011 | |
21.1* | Subsidiaries of the registrant | |
99.1 | Preliminary Information Statement |
* | Previously filed. |
(1) | Incorporated by reference to NTELOS Holdings Corp.’s Current Report on Form 8-K (Commission File No. 000-51798) filed December 9, 2010. |
(2) | Incorporated by reference to NTELOS Holdings Corp.’s Current Report on Form 8-K (Commission File No. 000-51798) filed August 1, 2011. |
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