As filed with the Securities and Exchange Commission on May 12, 2010
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
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 HOLDINGS, INC.
2005 LONG-TERM INCENTIVE PLAN
(Full title of each 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)
CALCULATION OF REGISTRATION FEE
-------------------------------
Proposed Proposed
Amount maximum maximum
to be offering price aggregate Amount of
Title of Securities to be Registered registered per share offering price registration fee
------------------------------------ ---------- -------------- -------------- ----------------
Common Stock, par value $.01 per share 900,000(2) $17.43(1) $15,687, 000(1) $1,118.48(1)
(1) Estimated on the basis of $17.43 per share, the average of the
high and low sales prices of the Registrant's Common Stock as
reported on the NASDAQ Global Select Market on May 7, 2010
solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) of the Securities Act of 1933.
(2) Pursuant to Rule 416 of the Securities Act of 1933, this
Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Plan pursuant to
this Registration Statement by reason of any stock dividend,
stock split, recapitalization or any other similar transaction
which results in an increase in the number of the Registrant's
outstanding shares of Common Stock.
STATEMENT PURSUANT TO GENERAL INSTRUCTION E
OF FORM S-8 "REGISTRATION OF ADDITIONAL SECURITIES"
The contents of the Registration Statement on Form S-8 (File No.
333-128934), filed by the Registrant with the Securities and Exchange
Commission on October 11, 2005, registering shares of its Common
Stock, par value $0.01 per share, issuable under the Plan, are hereby
incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
All information required in the Registration Statement (other
than the exhibits and the signature page) is set forth in the
Registration Statement on Form S-8 (File No. 333-128934), as described
above, and is incorporated herein by reference.
Item 8. Exhibits.
The exhibits filed herewith or incorporated by reference herein
are set forth in the Exhibit Index filed as part of this Registration
Statement.
2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing this Registration Statement
and 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 4th day of May, 2010.
CONSOLIDATED COMMUNICATIONS
HOLDINGS, INC.
By: /s/ Steven L. Childers
-------------------------
Steven L. Childers
Senior Vice President and
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes
Robert J. Currey and Steven L. Childers his true and lawful attorney-
in-fact, acting alone, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and
all capacities, to sign on such person's behalf, individually and in
each capacity stated below, any and all amendments (including any
post-effective amendments and supplements) to this Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the SEC, granting unto said
attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as
fully and to all intents and purposes such person might or could do in
person, hereby ratifying and confirming all that said attorney-in fact
and agent, or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 4th day of May, 2010.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Robert J. Currey President, Chief May 4, 2010
----------------------------- Executive Officer and
Robert J. Currey Director (Principal
Executive Officer)
3
/s/ Steven L. Childers Senior Vice President May 4, 2010
----------------------------- and Chief Financial
Steven L. Childers Officer (Principal
Financial Officer and
Principal Accounting
Officer)
/s/ Jack W. Blumenstein Director May 4, 2010
-----------------------------
Jack W. Blumenstein
/s/ Richard A. Lumpkin Chairman of the Board May 4, 2010
----------------------------- and Director
Richard A. Lumpkin
/s/ Roger H. Moore Director May 4, 2010
-----------------------------
Roger H. Moore
/s/ Maribeth S. Rahe Director May 4, 2010
-----------------------------
Maribeth S. Rahe
4
INDEX TO EXHIBITS
EXHIBIT
NUMBER Exhibit
------ -------
4.1 Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 to
Amendment No. 7 to the Registrant's Registration
Statement on Form S-1 dated July 19, 2005 (File
No. 333-121086))
4.2 Amended and Restated Bylaws (incorporated by
reference to Exhibit 3.1 to the Registrant's Form
10-Q for the period ended September 30, 2009)
4.3 Consolidated Communications Holdings, Inc. 2005
Long-Term Incentive Plan (incorporated by reference
to May 10 Exhibit 99.1 to the Registrant's Form 8-K
filed on May 10, 2010)
5 Opinion of Schiff Hardin LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Schiff Hardin LLP (included as part of
Exhibit 5)
24 Power of Attorney (set forth on the signature page)
5