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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) June 13, 2005
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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 (Commission File Number) (IRS Employer
of incorporation) Identification No.)
521 East Morehead Street,
Suite 250,
Charlotte, North Carolina 28202
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(Address of principal executive (Zip Code)
offices)
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))
Item 1.01 - Entry Into a Material Definitive Agreement
As previously disclosed, on May 18, 2005, the Board of Directors (the "Board of
Directors") of FairPoint Communications, Inc. (the "Company") approved an annual
award to each of the Company's non-employee directors of approximately $30,000
in the form of restricted stock or restricted units (collectively, the
"Restricted Stock"), at the recipient's option, issued under the Company's 2005
Stock Incentive Plan. On June 15, 2005, the Compensation Committee of the Board
of Directors approved the issuance of the Restricted Stock and the forms of
restricted stock agreement and restricted unit agreement under which the
Restricted Stock will be issued. The Restricted Stock will vest in four equal
quarterly installments on the first day of each of the first four calendar
quarters following the grant date, commencing on July 1, 2005, and the holders
thereof will be entitled to receive dividends from the date of grant, whether or
not vested. The forms of restricted stock agreement and restricted unit
agreement are filed as Exhibits 10.1 and 10.2 hereto.
Item 7.01 - Regulation FD Disclosure
On June 16, 2005, the Board of Directors declared a dividend of $0.39781 per
share (the "Dividend") on the Company's common stock, par value $0.01 per share
(the "Common Stock"). The Dividend is payable on July 19, 2005 to shareholders
of record at the close of business on June 30, 2005.
Item 8.01 - Other Events
Press Release
On June 16, 2005, the Company issued a press release announcing the Dividend
(the "Dividend Announcement"). A copy of the Dividend Announcement is being
furnished by being attached hereto as Exhibit 99.1.
Litigation
On June 6, 2005, a purported class action complaint was filed in the General
Court of Justice, Superior Court Division, of the State of North Carolina by
Robert Lowinger on behalf of himself and all other similarly situated persons
against the Company, the Company's Chairman and Chief Executive Officer, certain
of the Company's current and former directors and certain of the Company's
stockholders. The Company received the complaint on June 13, 2005. The complaint
alleges violations of Sections 11 and 12(a)(2) and liability under Section 15 of
the Securities Act of 1933, and alleges that the Company's Registration
Statement on Form S-1 (which was declared effective by the Securities and
Exchange Commission on February 3, 2005) and the related Prospectus dated
February 3, 2005, each relating to the Company's initial public offering of the
Common Stock, contained certain material misstatements and omitted certain
material information necessary to be included relating to the Company's
broadband products and access line trends. The plaintiff seeks rescission rights
and unspecified damages on behalf of a purported class of purchasers of the
Common Stock "issued pursuant and/or traceable to the Company's IPO during the
period from February 3, 2005 through March 21, 2005". The Company believes that
the complaint is without merit and intends to defend the litigation vigorously.
Note Regarding Forward Looking Statements
Some statements in this Current Report are known as "forward looking statements"
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. These forward looking statements include
statements about the Company's beliefs and intentions regarding the reported
lawsuit. Because these forward looking statements involve known and unknown
risks and uncertainties, there are important factors that could cause actual
results, events or developments to differ materially from those expressed or
implied by these forward looking statements, including a ruling by a court that
is adverse to the Company's position and other uncertainties and matters beyond
the Company's control inherent in legal proceedings. These forward looking
statements are based on the information currently available to the Company and
speak only as of the date on which this Current Report was filed with the
Securities and Exchange Commission. The Company undertakes no obligation to
publicly update or revise any forward looking statements, whether as a result of
new information, future events or otherwise.
Item 9.01 - Financial Statements and Exhibits
(c) Exhibits
Exhibit Number Description
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10.1 Restricted Stock Agreement.
10.2 Restricted Unit Agreement.
99.1 Press Release dated June 16, 2005.
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: June 20, 2005