As filed with the Securities and Exchange Commission on August 31, 2007
Registration No. 333-65846
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3D
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CT COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
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| North Carolina | | 56-1837282 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
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4001 Rodney Parham Road Little Rock, Arkansas 72212-2442 | | 72212 |
(Address of principal executive offices) | | (Zip Code) |
John P. Fletcher, Esq.
Executive Vice President and General Counsel
Windstream Corporation
4001 Rodney Parham Road
Little Rock, Arkansas 72212-2442
(Name and address of agent for service)
(501) 748-7000
(Telephone number, including area code, of agent for service)
With a copy to:
Daniel L. Heard, Esq.
Kutak Rock LLP
124 West Capitol Ave. Suite 2000
Little Rock, Arkansas 72201
Tel. (501) 975-3000
Fax (501) 975-3001
RECENT EVENTS: DEREGISTRATION
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-3D (No. 333-65846), filed by CT Communications, Inc. (“CT”) with the Securities and Exchange Commission on July 25, 2001 (the “Registration Statement”), registering 500,000 shares of common stock (“CT Common Stock”), to be issued pursuant to CT’s Dividend Reinvestment and Share Purchase Plan.
Effective as of August 31, 2007, pursuant to an Agreement and Plan of Merger, dated as of May 25, 2007, by and among CT, Windstream Corporation (“Parent”), and Windstream Marlin, Inc. (“Merger Sub”), Merger Sub, a wholly owned subsidiary of Parent, merged with and into CT with CT continuing as the surviving corporation (the “Merger”).
As a result of the Merger, CT has terminated all offerings of CT Common Stock pursuant to its existing registration statements, including the Registration Statement. In accordance with an undertaking made by CT in the Registration Statement to remove from registration, by means of a post-effective amendment, any shares of CT Common Stock which remain unsold at the termination of the offering, CT hereby removes from registration all shares of CT Common Stock registered under the Registration Statement which remain unsold as of the effective date of the Merger.
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-3D and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3D to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Little Rock, Arkansas, on the 31st day of August, 2007.
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| CT COMMUNICATIONS, INC. |
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| By: | | /s/ Jeffery R. Gardner |
| Name: | | Jeffery R. Gardner |
| Title: | | President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3D has been signed by the following persons on the 31st day of August, 2007 in the capacities indicated:
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Name | | | | Title |
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| /s/ Jeffery R. Gardner | | | | Director, President and Chief Executive Officer (Principal Executive Officer) |
| Jeffery R. Gardner | | | |
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| /s/ Brent K. Whittington | | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
| Brent K. Whittington | | | |
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| /s/ Anthony W. Thomas | | | | Corporate Controller (Principal Accounting Officer) |
| Anthony W. Thomas | | | |
| | |
| /s/ Francis X. Frantz | | | | Chairman, Director |
| Francis X. Frantz | | | |
