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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) October 20, 2004
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FairPoint Communications, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 333-56365 13-3725229
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(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
521 East Morehead Street,
Suite 250,
Charlotte, North Carolina 28202
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (704) 344-8150
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N/A
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(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
Item 5.02 - Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
FairPoint Communications, Inc. (the "Company") announced that it will
appoint Valeri Marks as the Company's President effective October 25, 2004. Ms.
Marks will be primarily responsible for sales, marketing, customer service,
wholesale long distance services, wireless broadband services and business
development. Certain of these duties were formerly performed by Peter Nixon, the
Company's Chief Operating Officer. Mr. Nixon will continue to be the Company's
Chief Operating Officer and will be primarily responsible for operations,
network planning and engineering, information systems and technology and
regulatory matters.
Ms. Marks is forty-six years old and is a twenty-three year veteran of
the telecommunications industry. From 2001 to 2003, she served as Chairman and
Chief Executive Officer of Sockeye Networks (which was acquired by Intermap
Network Services Corporation) in Waltham, Massachusetts, where she developed the
company's business plan, grew revenues, developed channel partnerships and led
the mergers and acquisitions process. From 2000 to 2001, Ms. Marks served as
President and Chief Executive Officer of Digital Broadband Communications, Inc.
and from 1999 to 2000, she served as the President and Chief Executive Officer
of the Internet division of SBC Communications Inc. Ms. Marks is a director of
Amerivault, a data back-up and recovery solutions business.
The Company will enter into a letter agreement with Ms. Marks which
will provide that upon the termination of her employment with the Company
without cause, she will be entitled to receive from the Company in a lump sum
payment an amount equal to twelve months of her base salary as of the date of
termination, plus the continuation of certain benefits, including medical
benefits, for twelve months.
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.
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Name: Walter E. Leach, Jr.
Title: Executive Vice President and
Chief Financial Officer
Date: October 22, 2004