As filed with the Securities and Exchange Commission on June 24, 2004
Registration No. 33-46836
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WARWICK VALLEY TELEPHONE COMPANY
(Exact name of registrant as specified in its charter)
NEW YORK NO. 14-1160510
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
47 MAIN STREET
WARWICK, NEW YORK 10990
(Address of principal executive offices, including zip code)
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THE WARWICK VALLEY TELEPHONE COMPANY 401(k) SAVINGS PLAN (f/k/a THE WARWICK
VALLEY TELEPHONE COMPANY SAVINGS PLAN FOR MANAGEMENT EMPLOYEES, THE WVTEA 401(k)
PLAN AND THE IBEW 401(k) PLAN)
(Full title of the plans)
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HERBERT GAREISS, JR.
Vice President and Secretary
Warwick Valley Telephone Company
47 Main Street
Warwick, New York 10990
(845) 986-8080
(Name, address and telephone number, including area code, of agent for service)
Copies to:
GEORGE M. WILLIAMS, JR., ESQ.
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
125 West 55th Street
New York, New York 10019
(212) 424-8000
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This Post-Effective Amendment No. 2 to the Registration Statement on
Form S-8 (the "Registration Statement") of Warwick Valley Telephone Company (the
"Company") filed by the Company with the Securities and Exchange Commission on
March 31, 1992 (SEC File No. 33-46836), as amended by Post-Effective Amendment
No. 1 filed on September 30, 1998, is filed pursuant to Rule 416(b) under the
Securities Act of 1933 to reflect the increase in the number of the Registrant's
Common Shares registered under the Registration Statement as a result of the
Registrant's three-for-one stock split, which had a record date of October 6,
2003. The Registration Statement relates to Common Shares registered for The
Warwick Valley Telephone Company Savings Plan For Management Employees, The
WVTEA 401(k) Plan And The IBEW 401(k) Plan, which plans are now known
collectively as The Warwick Valley Telephone Company 401(k) Savings Plan.
Pursuant to General Instruction E to Form S-8, the contents of the Registration
Statement are incorporated by reference in this Post-Effective Amendment No. 2.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
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*4(a) Restated Certificate of Incorporation of the Company, filed as
Exhibit 3(i) to the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 2003, filed on November
14, 2003, in File No. 0-11174.
*4(b) By-laws of the Company, as amended, filed as Exhibit 3(b) to
the Company's Annual Report on Form 10-K for the year ended
December 31, 2002, filed on March 26, 2003, in File No.
0-11174.
23(a) Consent of PricewaterhouseCoopers LLP
23(b) Consent of Bush & Germain, P.C.
23(c) Consent of Deloitte & Touche LLP
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*Incorporated herein by reference as indicated.
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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Village of Warwick, State of New York, on June 24, 2004.
WARWICK VALLEY TELEPHONE COMPANY
By: /s/ M. Lynn Pike
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M. Lynn Pike
President, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
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/s/ M. Lynn Pike President, Chief Executive June 24, 2004
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M. Lynn Pike
/s/Herbert Gareiss, Jr. Vice President, Secretary and June 24, 2004
- ----------------------- Director
Herbert Gareiss, Jr.
/s/Philip A. Grybas Vice President and Treasurer June 24, 2004
- ------------------- (Principal Financial and
Philip A. Grybas Accounting Officer)
/s/Fred M. Knipp Director June 24, 2004
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Fred M. Knipp
/s/Wisner H. Buckbee Director June 24, 2004
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Wisner H. Buckbee
/s/Rafael Collado Director June 24, 2004
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Rafael Collado
/s/Joseph E. DeLuca Director June 24, 2004
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Joseph E. DeLuca
/s/Philip S. Demarest Director June 24, 2004
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Philip S. Demarest
Signature Title Date
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/s/Robert J. DeValentino Director June 24, 2004
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Robert J. DeValentino
/s/Corinna S. Lewis Director June 24, 2004
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Corinna S. Lewis
THE PLANS
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer The Warwick Valley Telephone Company
401(k) Savings Plan) have duly caused this Post-Effective Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Village of Warwick, State of New York, on June 24, 2004.
THE WARWICK VALLEY TELEPHONE
COMPANY 401(k) SAVINGS PLAN
WARWICK VALLEY TELEPHONE
COMPANY, Human Resources Dept.
By: /s/Colleen Shannon
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Colleen Shannon
Benefits Administrator
EXHIBIT INDEX
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*4(a) Restated Certificate of Incorporation of the Company, filed as
Exhibit 3(i) to the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 2003, filed on November
14, 2003, in File No. 0-11174.
*4(b) By-laws of the Company, as amended, filed as Exhibit 3(b) to
the Company's Annual Report on Form 10-K for the year ended
December 31, 2002, filed on March 26, 2003, in File No.
0-11174.
23(a) Consent of PricewaterhouseCoopers LLP
23(b) Consent of Bush & Germain, P.C.
23(c) Consent of Deloitte & Touche LLP
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*Incorporated herein by reference as indicated.