As filed with the Securities and Exchange Commission on May 8, 2015

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)

 

 

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
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
Suite 6600
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.

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Securities to be Registered		Amount to be registered		Proposed maximum offering price per share		Proposed maximum aggregate offering price		Amount of registration fee
Common Stock, par value $.01 per share		1,000,000(2)		$20.60(1)		$20,600,000(1)		$2,394.00(1)

(1)                                 Estimated on the basis of $20.60 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 6, 2015 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 Statements on Form S-8 (File Nos. 333-121086 and 333-166757), filed by the Registrant with the Securities and Exchange Commission on October 11, 2005 and May 10, 2012, respectively, 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 Statements (other than the exhibits and the signature page) is set forth in the Registration Statements on Form S-8 (File Nos. 333-121086 and 333-166757), 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.

 

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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, 2015.

 

	CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.
	By:	/s/ Steven L. Childers
		Steven L. Childers
		Chief Financial Officer

 

POWER OF ATTORNEY

 

Each person whose signature appears below hereby authorizes C. Robert Udell and Steven L. Childers, and each of them, his true and lawful attorneys-in-fact, 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 attorneys-in-fact and agents 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 attorneys-in fact and agents 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, 2015.

 

Signature		Title		Date
/s/ C. Robert Udell, Jr.		President, Chief Executive Officer and		May 4, 2015
C. Robert Udell, Jr.		Director (Principal Executive Officer)
/s/ Steven L. Childers		Chief Financial Officer (Principal		May 4, 2015
Steven L. Childers		Financial Officer and Principal Accounting Officer)

 

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/s/ Robert J. Currey		Executive Chairman of the Board		May 4, 2015
Robert J. Currey		and Director
/s/ Thomas A. Gerke		Director		May 4, 2015
Thomas A. Gerke
/s/ Richard A. Lumpkin		Founding Director		May 4, 2015
Richard A. Lumpkin
/s/ Roger H. Moore		Director		May 4, 2015
Roger H. Moore
/s/ Dale E. Parker		Director		May 4, 2015
Dale E. Parker
/s/ Maribeth S. Rahe		Director		May 4, 2015
Maribeth S. Rahe
/s/ Timothy D. Taron		Director		May 4, 2015
Timothy D. Taron

 

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INDEX TO EXHIBITS

 

Exhibit Number		Exhibit
3.1		Form of 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)
3.2		Certificate of Amendment of the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated May 4, 2011)
3.3		Amended and Restated Bylaws, as amended (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K dated June 29, 2014)
4		Consolidated Communications Holdings, Inc. 2005 Long-Term Incentive Plan (incorporated by reference to Exhibit A to the Registrant’s Proxy Statement filed on March 27, 2015)
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)

 

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