------------------------------ OMB APPROVAL ------------------------------ OMB Number: 3235-0060 Expires: March 31, 2006 Estimated average burden hours per response.....28.00 ------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 20, 2004 ---------------------- FairPoint Communications, Inc. ---------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 333-56365 13-3725229 - ------------------------------ ------------------ --------------------------- (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 521 East Morehead Street, Suite 250, Charlotte, North Carolina 28202 ----------------------------------- ------------------ (Address of principal executive (Zip Code) offices) Registrant's telephone number, including area code (704) 344-8150 ------------------ N/A ---------------------------------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Section 5 - Corporate Governance and Management FairPoint Communications, Inc. (the "Company") has decided to eliminate the position of President - Public Policy and Industry Relations. Accordingly, John P. Duda's employment with the Company will end effective as of September 30, 2004. Mr. Duda has been primarily responsible for industry relations, public policy and federal regulatory and legislative affairs. These functions will be performed in the future by certain of the Company's other executive officers and employees. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FAIRPOINT COMMUNICATIONS, INC. By: /s/ Walter E. Leach, Jr. ------------------------------------ Name: Walter E. Leach, Jr. Title: Executive Vice President and Chief Financial Officer Date: September 23, 2004