As filed with the Securities and Exchange Commission on May 17, 2007
Registration No. 333-117450
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Post-Effective Amendment No. 1 to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COMMONWEALTH TELEPHONE ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Pennslyvania 23-2093008
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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100 CTE Drive
Dallas, Pennsylvania 18612-9774
(203) 614-5600
(Address, including
zip code, and
telephone number,
including area code, of registrant's principal executive offices)
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COMMONWEALTH BUILDER 401(k) PLAN
(Full Title of Plan)
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Donald R. Shassian
Vice President and Chief Financial Officer
Commonwealth Telephone Enterprises, Inc.
3 High Ridge Park
Stamford, Connecticut 06905
(203) 614-5600
(Name and address, including zip code,
and telephone number, including area code, of agent for service)
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Copy to:
Hilary E. Glassman, Esq.
Senior Vice President, General Counsel and Secretary
Citizens Communications Company
3 High Ridge Park
Stamford, Connecticut 06905
(212) 614-5600
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RECENT EVENTS--DEREGISTRATION
This Post-Effective Amendment No. 1 on Form S-8 relates to the Registration
Statement on Form S-8 (Registration No. 333-117450) (the "Registration
Statement") of Commonwealth Telephone Enterprises, Inc., a Pennsylvania
corporation ("Commonwealth"), pertaining to the registration of 400,000 shares
of Commonwealth common stock, par value $1.00 per share, filed with the
Securities and Exchange Commission on July 16, 2004.
On March 8, 2007 (the "Effective Time"), a wholly owned subsidiary of
Citizens Communications Company ("Citizens") merged with and into Commonwealth
pursuant to an Agreement and Plan of Merger dated September 17, 2006 between
Citizens, its wholly owned subsidiary and Commonwealth (the "Merger"). As a
result of the Merger, the separate corporate existence of Citizens' wholly owned
subsidiary ceased and Commonwealth continued as the surviving corporation in the
Merger and a wholly owned subsidiary of Citizens.
As a result of the Merger, Commonwealth terminated all offerings of
Commonwealth common stock pursuant to its existing registration statements,
including the Registration Statement. In accordance with an undertaking made by
Commonwealth in the Registration Statement to remove from registration, by means
of a post-effective amendment, any shares of Commonwealth common stock which
remain unsold at the termination of the offering, Commonwealth hereby removes
from registration all shares of Commonwealth common stock registered under the
Registration Statement which remain unsold as of the Effective Time.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Stamford, State of Connecticut, on this 17th day of
May, 2007.
CITIZENS COMMUNICATIONS COMPANY
By:/s/ Donald R. Shassian
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Donald R. Shassian
Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
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/s/ Mary Agnes Wilderotter
- ------------------------------------ Chairman of the Board May 17, 2006
Mary Agnes Wilderotter (Principal Executive Officer)
/s/ Donald R. Shassian
- ------------------------------------ Director, Vice President and Chief May 17, 2006
Donald R. Shassian Financial Officer
(Principal Financial Officer)
/s/ Robert J. Larson
- ------------------------------------ Vice President and Chief Accounting May 17, 2006
Robert J. Larson Officer
(Principal Accounting Officer)
/s/ Daniel J. McCarthy
- ------------------------------------ Director May 17, 2006
Daniel J. McCarthy