As filed with the Securities and Exchange Commission on August 5, 2010
Registration No. 333-135440
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8
Registration Statement
under
The Securities Act of 1933
Consolidated Communications Holdings, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 02-0636095
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
121 South 17th Street
Mattoon, Illinois 61938-3987
(Address of principal executive offices, including zip code)
CONSOLIDATED COMMUNICATIONS, INC. 401(k) PLAN
CONSOLIDATED COMMUNICATIONS 401(k) PLAN FOR TEXAS BARGAINING
ASSOCIATES
(Full title of the plan)
Steven L. Childers
Senior Vice President and Chief Financial Officer
Consolidated Communications Holdings, Inc.
121 South 17th Street
Mattoon, Illinois 61938-3987
(Name and address of agent for service)
(217) 235-3311
(Telephone number, including area code, of agent for service)
With a copy to:
Lauralyn G. Bengel
Schiff Hardin LLP
233 South Wacker Drive
66th Floor
Chicago, Illinois 60606
(312) 258-5670
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company. See definitions of "large accelerated filer,"
"accelerated filer" and "smaller reporting company" in Rule 12b-2 of
the Exchange Act.
Large accelerated filer [_] Accelerated filer [X]
Non-accelerated filer [_] Smaller reporting company [_]
Do not check if a smaller
reporting company)
EXPLANATORY NOTE
On June 29, 2006, Consolidated Communications Holdings, Inc. (the
"Registrant") filed a Registration Statement on Form S-8 (File No.
333-135440) to register an aggregate of 1,000,0000 shares of its
Common Stock issuable under the Consolidated Communications, Inc.
401(k) Plan and the Consolidated Communications 401(k) Plan For Texas
Bargaining Associates. This Post-Effective Amendment No. 1 is being
filed to allocate 500,000 of the registered shares to the Consolidated
Communications, Inc. 401(k) Plan and 500,000 of the registered shares
to the Consolidated Communications 401(k) Plan for Texas Bargaining
Associates.
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities
Act of 1933, as amended, the Registrant certifies that it has
reasonable grounds to believe that it meets all the requirements for
filing this Post-Effective Amendment No. 1 to Form S-8 Registration
Statement and has duly caused this Post-Effective Amendment No. 1 to
Form S-8 Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Mattoon, State
of Illinois, on this 2nd day of August, 2010.
CONSOLIDATED COMMUNICATIONS
HOLDINGS, INC.
(Registrant)
By: /s/ Steven L. Childers
-------------------------
Steven L. Childers
Senior Vice President and
Chief Financial Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment No. 1 to Form S-8 Registration
Statement has been signed by the following persons in the capacities
and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Robert J. Currey* President and Chief
-------------------------- Executive Officere
Robert J. Currey (Principal Executive
Officer) and Director
Steven L. Childers Senior Vice President August 2, 2010
-------------------------- and Chief Financial
Steven L. Childers Officer (Principal
Financial Officer and
Principal Accounting
Officer)
/s/ Jack W. Blumenstein* Director
-------------------------
Jack W. Blumenstein
/s/ Richard A. Lumpkin* Chairman of the Board
-------------------------- and Director
Richard A. Lumpkin
/s/ Roger H. Moore* Director
--------------------------
Roger H. Moore
/s/ Maribeth S. Rahe* Director
--------------------------
Maribeth S. Rahe
*By: /s/ Steven L. Childers August 2, 2010
----------------------
Steven L. Childers
Attorney-In-Fact and
Agent for Service
THE PLANS. Pursuant to the requirements of the Securities Act of
1933, each of the Consolidated Communications, Inc. 401(k) Plan and
the Consolidated Communications 401(k) Plan for Texas Bargaining
Associates has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City
of Mattoon, State of Illinois, on the 2nd day of August, 2010.
CONSOLIDATED COMMUNICATIONS,
INC. 401(k) PLAN
CONSOLIDATED COMMUNICATIONS
401(k) PLAN FOR TEXAS BARGAINING
ASSOCIATES
By: /s/ Vivian Schott
---------------------------
Vivian Schott
Authorized Signatory