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
11,
2007
CONSOLIDATED
COMMUNICATIONS HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or Other Jurisdiction of Incorporation)
|
000-51446
(Commission
File Number)
|
35-2108964
(IRS
employer
identification no.)
|
|
121
South 17th Street
Mattoon,
Illinois
(Address
of principal executive offices)
|
61938-3987
(Zip
code)
|
Registrant's
telephone number, including area code: (217)
235-3311
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:
|
|
o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
|
|
o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
|
o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2 (b))
|
| o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4 (c))
|
Item
5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On
September 11,
2007,
the Board of Directors of Consolidated Communications Holdings, Inc. (the
“Company”) adopted amendments to the Company’s Amended and Restated Bylaws. The
amendments to the existing Amended and Restated Bylaws took effect immediately
upon adoption by the Board of Directors. A copy of the Amended and Restated
Bylaws of the Company, marked to show the changes resulting from the amendments
reported in this Current Report on Form 8-K, is attached hereto as Exhibit
3.1.
A complete copy of the Amended and Restated Bylaws of the Company, as amended,
is attached hereto as Exhibit 3.2.
These
amendments to the Amended and Restated Bylaws include the
following:
(i)
Amendment
to Section 1.01 to add the following as the new second and third sentences
thereof, reflecting the requirements of the Delaware General Corporation Law
(“DGCL”): “The name of its registered agent is National Registered Agents, Inc.
The Corporation shall designate a natural person to receive communications
from
the registered agent.”
(ii)
Amendment
to Section 2.05 to add the following as the new fourth sentence thereof in
order
to specifically provide for electronic proxies: “Such proxy shall be in writing
or electronic transmission and shall be filed with the secretary of the
Corporation before or at the time of the meeting or the giving of such written
consent, as the case may be.”
(iii) Amendment
to Section 2.07 to add the following as the new last sentence thereof, to
provide for the security of electronic stockholder information: “In the event
that the Corporation determines to make the list available on an electronic
network, the Corporation may take reasonable steps to ensure that such
information is available only to stockholders of the Corporation.”
(iv) Amendments
to Section 3.01, to reflect in the Bylaws the standard used by the Company
in
the election of directors, by (a) adding the words “Election, Qualification and
Tenure” after the word “Number” in the heading thereof and (b) adding the
following as the new second, third and fourth sentences thereof: “Directors of
the Corporation shall be elected by the holders of a plurality of the voting
power of the capital stock present in person or represented by proxy at a
meeting of the stockholders and entitled to vote on the election of directors.
Except
as
provided in Section 3.02, the directors shall be elected by class at the annual
meeting of the stockholders and each director elected shall hold office (A)
until the next annual meeting when such class is to be elected and until
his
or her
successor is elected and qualified or (B) until his
or
her earlier resignation or removal. Directors need not be residents of the
State
of Delaware or stockholders of the Corporation.”
(v) Amendments
to Article IV to provide in the Bylaws for the office of Chief Financial Officer
by adding a new Section 4.06 with (a) the following heading: “Chief Financial
Officer” and (b) the following two sentences under such heading: “The Chief
Financial Officer shall have general supervision of the financial operations
of
the Corporation. The Chief Financial Officer shall also perform such duties
and
have such other powers as may from time to time be prescribed to them by the
Board of Directors or the Chief Executive Officer.”
(vi)
Amendments
to Section 5.01 to specifically provide for uncertificated shares by (a) adding
the words “Uncertificated Shares” before the words “Form of Certificates” in the
heading thereof, (b) adding the following as the new first sentence thereof:
“Some, all, or any classes or series of shares of the Corporation may be
uncertificated shares” and (c) inserting “Notwithstanding the Company’s
authority to issue uncertificated share,” before the word “every” in what will
then be the second sentence.
(vii)
Amendment
to Section 5.04 to provide for further regulation of uncertificated shares
by
adding the following as the new last sentence thereof: “The Board of Directors
may make such additional rules and regulations concerning the issue, transfer,
and registration of certificates for shares or uncertificated shares as it
may
deem necessary but that are not inconsistent with these Bylaws.”
(viii)
Amendments
to Section 5.05 to reflect provisions of the DGCL in the Bylaws by (a) adding
the clause “or entitled to consent to corporate action without a meeting” after
the word “thereof” in the first sentence thereof; (b) adding the following
sentences as the new second paragraph thereof:
“If
no
record date is fixed by the Board of Directors with regard to determining
stockholders entitled to notice of or to vote at any meeting of stockholders,
the record date shall be at the close of business on the next day preceding
the
day on which notice is given, or, if notice is waived, at the close of business
on the day next preceding the day on which the meeting is held. If no record
date is fixed by the Board of Directors with regard to determining stockholders
entitled to consent to corporate action without a meeting, when no prior action
by the Board of Directors is required by the Certificate of Incorporation of
the
Corporation or by statute, the record date shall be the first date on which
a
signed written consent setting forth the action taken or proposed to be taken
is
delivered in the manner required by law to the Corporation at its registered
office in the State of Delaware or at its principal place of business or to
an
officer or agent of the Corporation having custody of the book in which
proceedings of meetings of the Corporation’s stockholders are recorded; and if
no record date has been fixed by the Board of Directors and prior action by
the
Board of Directors is required by the Certificate of Incorporation or by
statute, the record date for determining stockholders entitled to consent to
corporate action without a meeting shall be at the close of business on the
day
on which the Board of Directors adopts the resolution taking such prior action.
If no record date is fixed by the Board of Directors with regard to determining
the stockholders entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights
in
respect of any change, conversion or exchange of stock, or for the purpose
of
any other lawful action, the record date shall be at the close of business
on
the day on which the Board of Directors adopts the resolution relating thereto;”
and
(c)
adding the following sentences as the new third paragraph thereof:
“Only
those who shall be stockholders of record on the record date so fixed as
aforesaid shall be entitled to such notice of, and to vote at, such meeting
and
any adjournment thereof, or to consent to such corporate action in writing,
or
to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock,
as the
case may be, notwithstanding the transfer of any stock on the books of the
Corporation after the applicable record date.”
(ix) Amendments
to Article VII defining “electronic transmission” by adding a new Section 7.05
with (a) the following heading: “Electronic Transmission” and (b) the following
sentence under such heading: “For purposes of these Bylaws, “electronic
transmission” means any form of communication, not directly involving the
physical transmission of paper, that creates a record that may be retained,
retrieved, and reviewed by a recipient, and that may be directly reproduced
in
paper form by such recipient through an automated process.”
(x)
Amendments
to Section 8.01 to provide for mandatory indemnification of directors and
officers in certain circumstances by (a) replacing the words “may indemnify and
hold harmless” in the first sentence thereof with the following words:
“shall
indemnify any director or officer of the Corporation, and may, upon the act
of
the Board of Directors, indemnify any other person whom it shall have the power
to indemnify under applicable law, in each case;”
(b)
adding the words “acting in his or her official capacity as” before the words “a
director” in the first sentence thereof; (c) adding the following sentences as
the new second paragraph thereof:
“The
Corporation shall indemnify any director or officer of the Corporation, and
may,
upon the act of the Board of Directors, indemnify any other person whom it
shall
have the power to indemnify under applicable law, in each case to the fullest
extent permitted by applicable law, any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action
or
suit by or in the right of the Corporation to procure a judgment in its favor
by
reason of the fact that he or she is or was acting in his or her official
capacity as a director, officer, employee or agent of the Corporation, as the
case may be, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys’ fees)
actually and reasonably incurred by him or her in connection with the defense
or
settlement of such action or suit;” and
(d)
adding the following sentences as the new third paragraph thereof:
“Any
indemnification under this Section 8.01 (unless ordered by a court) shall be
made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the director,
officer employee or agent is proper in the circumstances because he or she
has
met the applicable standard of conduct set forth in this Section 8.01. Such
determination shall be made (1) by the Board of Directors by a majority vote
of
a quorum consisting of directors who were not parties to such action, suit
or
proceeding, or (2)
by a
committee of such directors designated by majority vote of such directors,
even
though less than a quorum, or (3)
if such
a quorum is not obtainable, or, even if obtainable a quorum of disinterested
directors so directs, by independent legal counsel
in
a written opinion, or (4)
by the
stockholders.”
(xi)
Amendments
to Article VIII to provide that the indemnification rights of directors and
officers are contractual by adding a new Section 8.05 with (a) the following
heading: “General” and (b) the following sentence under such heading: “The
provisions of this Article VIII shall be deemed to be a contract between the
Corporation and each person who serves as such director or officer in any such
capacity at any time while this Article VIII and the relevant provisions of
the
DGCL or other applicable laws, if any, are in effect, and any repeal or
modification of any such law or of this Article VIII shall not affect any rights
or obligations then existing with respect to any state of facts then or
theretofore existing or any action, suit or proceeding theretofore or thereafter
brought or threatened based in whole or in part upon any such state of facts.”
(xii)
In
addition, non-substantive language and conforming changes, generally to make
the
provisions gender neutral, and other technical updates were made in Sections
2.05 (Voting), 3.10 (Interested Directors), 4.05 (President), 4.07 as amended
(Vice Presidents), 4.08 as amended (Secretary), 4.09 as amended (Assistant
Secretaries), 4.10 as amended (Treasurer), 4.11 as amended (Assistant
Treasurer), 5.02 (Signatures), 5.03 (Lost Certificates), 5.04 (Transfers),
6.01
(Notices), 8.01 (Power to Indemnify in Actions, Suits or Proceedings other
Than
Those by or in the Right of the Corporation), 8.02 (Expenses Payable in
Advance), 8.03 (Non-Exclusivity and Survival of Indemnification) and 8.04
(Insurance), and certain sections were renumbered to reflect the addition of
new
sections.
The
foregoing is merely a summary of the material terms of the amendments to the
Amended and Restated By-Laws and does not purport to be complete and is
qualified in its entirety by the Amended and Restated By-Laws marked to show
the
changes resulting from the amendments reported in this Current Report on Form
8-K, a copy if which is attached hereto as Exhibit 3.1, and the Amended and
Restated By-Laws, as amended, a copy of which is attached hereto as Exhibit
3.2,
each of which is incorporated herein by reference.
Item
9.01 - Financial Statements and Exhibits
(d)
Exhibits
Exhibit
Number Description
|
3.1
|
|
|
Amended
and Restated By-Laws of Consolidated Communications Holdings, Inc.,
as
amended as of September 11,
2007, marked to show the changes resulting from the amendments reported
in
this Current Report on Form 8-K.
|
|
3.2
|
|
|
Amended
and Restated By-Laws of Consolidated Communications Holdings, Inc.,
as
amended as of September 11,
2007.
|
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 thereunto
duly authorized.
| |
|
|
| |
CONSOLIDATED
COMMUNICATIONS HOLDINGS, INC. |
|
|
|
| Date: September
11,
2007 |
By: |
/s/ Steven
L.
Childers |
| |
Name:
Steven L. Childers |
| |
Title:
Chief Financial Officer |