As filed with the Securities and Exchange Commission on November 17, 2017
RegistrationNo. 333-195767
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORMS-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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 Number) |
One Lumos Plaza, P.O. Box 1068, Waynesboro, Virginia 22980
(Address of Principal Executive Offices) (Zip Code)
Lumos Networks Corp. 2011 Equity and Cash Incentive Plan
(Full title of the plan)
Johan G. Broekhuysen
Executive Vice President, Chief Financial Officer and Chief Accounting Officer
Lumos Networks Corp.
One Lumos Plaza, P.O. Box 1068
Waynesboro, Virginia 22980
(Name and address of agent for service)
(540)946-2000
(Telephone number, including area code, of agent for service)
Copy to:
David M. Carter
Troutman Sanders LLP
Troutman Sanders Building
1001 Haxall Point
Richmond, Virginia 23219
(804)697-1200
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-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 Rule12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
| Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | 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 Securities Act. ☐
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 relates to the Registration Statement on FormS-8 (RegistrationNo. 333-195767) filed by Lumos Networks Corp., a Delaware corporation (the “Company”), on May 7, 2014. The Registration Statement registered 1,500,000 total shares of the Company’s common stock, par value $0.01 per share, pursuant to the Lumos Networks Corp. 2011 Equity and Cash Incentive Plan, as amended.
On February 18, 2017, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with MTN Infrastructure TopCo, Inc., a Delaware corporation (“Parent”), and MTN Infrastructure BidCo, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, on November 17, 2017, Merger Sub merged with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent (the “Merger”).
As a consequence of the Merger, the Company has terminated all offerings of its securities under its existing registration statements on FormS-8, including this Registration Statement. Accordingly, and in accordance with the undertakings made by the Company in this Registration Statement, the Company is filing this Post-Effective Amendment No. 1 to this Registration Statement pursuant to Rule 478 under the Securities Act of 1933, as amended, solely to deregister any and all securities previously registered under the Registration Statement that remain unsold.
2
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 FormS-8 and has duly caused this post-effective amendment to this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Waynesboro, Commonwealth of Virginia, on November 17, 2017.
| LUMOS NETWORKS CORP. | ||||
| By: | /s/ Johan G. Broekhuysen | |||
| Name: | Johan G. Broekhuysen | |||
| Title: | Executive Vice President, Chief Financial Officer and Chief Accounting Officer | |||
Note: No other person is required to sign this post-effective amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
