SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Citizens Communications Company
(Exact name of registrant as specified in its charter)
DELAWARE 06-0619596
(State or other jurisdiction of (I.R.S. employer identification number)
incorporation or organization)
3 High Ridge Park, Stamford, Connecticut 06905
(Address of principal executive offices) (Zip Code)
Frontier Union 401(k) Savings Plan
(full title of the plan)
Scott N. Schneider
Vice Chairman of the Board and
Executive Vice President
Citizens Communications Company
3 High Ridge Park
Stamford, Connecticut 06905
(Name and address of agent for service)
Tel. No. (203) 614-5600
(Telephone number, including area code, of agent for service)
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Copies to:
David F. Kroenlein, Esq.
Winston & Strawn
200 Park Avenue
New York, NY 10166
(212) 294-2645
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CALCULATION OF REGISTRATION FEE
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Proposed maximum
Title of securities to be Amount to be Proposed maximum aggregate offering Amount of
registered registered offering price per share price registration fee
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Common Stock, par value $.25 (1) $ 9.19 (3) $22,975,000 (3) $2,114 (4)
per Share 2,500,000
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Interests in the Plan (2)
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(1) The amount to be registered shall be deemed to include additional securities
to be issued in connection with, or as a result of, stock splits, stock
dividends and similar transactions.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(3) The proposed maximum aggregate offering price listed above has been
determined pursuant to Rule 457(h) of the Securities Act of 1933, as amended,
with respect to the the maximum number of shares issuable under the Plan and a
price per share of $9.19 the average of the reported high and low prices on the
New York Stock Exchange on June 18, 2002. (4) Estimated solely for the purpose
of calculating the registration fee pursuant to Rule 457.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Citizens Communications Company ("Company"
or "Citizens") with the Securities and Exchange Commission ("Commission" or
"SEC") are hereby incorporated by reference in this registration statement:
1. The Company's Annual Report on Form 10-K for the year ended December
31, 2001, filed on March 12, 2002.
2. The Company's Quarterly Report on Form 10-Q for the three months ended
March 31, 2002, filed on May 15, 2002.
3. The Company's Current Reports on Form 8-K filed on June 18, 2002, May
20, 2002, May 16, 2002, May 14, 2002, March 22, 2002, March 8, 2002,
February 21, 2002, January 30, 2002, January 15, 2002, January 9, 2002
and Current Report on Form 8-K/A filed on January 15, 2002.
4. The description of the Common Stock of the Company contained in the
"Description of Capital Stock" section of the Company's Registration
Statement on Form 8-A filed on March 22, 2002 as well as the
description of the adoption of a rights plan and related matters
contained in Exhibit 1 to that Registration Statement.
All documents filed by Citizens pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), after
the date of the initial filing of this registration statement and prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which de-registers all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents, provided, however,
that the documents enumerated above or subsequently filed by Citizens pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act in each year during
which the offering made pursuant to this registration statement is in effect
shall not be incorporated by reference in this registration statement after the
filing of the Company's Annual Report on Form 10-K for such year.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
Citizens is incorporated under the Delaware General Corporation Law and is
empowered by Section 145 of that law to indemnify officers and directors against
certain expenses, liabilities and payments, including liabilities arising under
the Securities Act of 1933, (the "Securities Act") as therein provided. In
addition, Citizens' By-Laws 24 and 24A and a resolution adopted by the Board of
Directors in connection with the issuance of certain securities of Citizens
provide for indemnification of specified persons, including officers and
directors of Citizens, for liabilities, including those arising under the
Securities Act, as provided in the By-Laws and resolution. Generally, By-Laws 24
and 24A provide that, to the fullest extent permitted by applicable law,
Citizens shall indemnify and hold harmless, among others, any of Citizens'
officers or directors or of any other entity for which he or she is acting at
the request of Citizens, from and against any loss, damage, or claim incurred by
such person by reason of any act or omission performed or omitted by such person
on Citizens' behalf. Such By-Laws, generally speaking, also provide that,
consistent with applicable law, expenses incurred by the indemnitee in
connection with such proceeding be advanced by Citizens, subject to specified
conditions. Citizens' Certificate of Incorporation further provides that no
director shall be liable to Citizens or its stockholders for monetary damages
for breach of fiduciary duty as a director, with stated exceptions.
Citizens also maintains insurance providing coverage for the Company and
its subsidiaries against obligations incurred as a result of indemnification of
officers and directors. The coverage also insures the officers and directors for
a liability against which they may not be indemnified by the Company or its
subsidiaries but excludes specified dishonest acts.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See Exhibit Index.
Item 9. Undertakings
(a) The Company hereby undertakes:
(1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
registration statement; and
(iii) to include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission
by the registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the
registration statement;
(2) that, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of the Plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunder duly authorized, in the City
of Stamford, and State of Connecticut, on the 24th day of June, 2002.
CITIZENS COMMUNICATIONS COMPANY
By: /s/ Scott N. Schneider
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Scott N. Schneider
Vice Chairman of the Board and Executive Vice President
POWER OF ATTORNEY
Each of the undersigned directors and officers of the Company, individually
as such director or officer, hereby makes, constitutes and appoints Scott N.
Schneider with full power of substitution, as his or her true and lawful
attorney-in-fact and agent to execute in his or her name, place and stead, in
any and all capacities, and to file with the SEC, the registration statement on
Form S-8 of the Company relating to the issuance of shares of common stock
pursuant to the Frontier Union 401(k) Savings Plan and any and all amendments,
including post-effective amendments, to such registration statement, hereby
ratifying and confirming all that said attorney-in-fact or his substitute or
substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
Chairman of the Board,
Chief Executive Officer (principal
/s/ Leonard Tow executive officer), and Director June 24 , 2002
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Leonard Tow
Vice Chairman of the Board, Chief
Operating Officer, President and
/s/ Rudy J. Graf Director June 24 , 2002
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Rudy J. Graf
Vice Chairman of the Board,
/s/ Scott N. Schneider Executive Vice President and Director June 24 , 2002
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Scott N. Schneider
Chief Financial Officer and Vice
/s/ Jerry Elliott President June 24 , 2002
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Jerry Elliott (principal financial officer)
Vice President and Chief Accounting
Officer
/s/ Robert J. Larson (principal accounting officer) June 24 , 2002
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Robert J. Larson
/s/ Norman I. Botwinik Director June 24 , 2002
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Norman I. Botwinik
/s/ Aaron I. Fleischman Director June 24 , 2002
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Aaron I. Fleischman
Director , 2002
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Stanley Harfenist
/s/ Andrew N. Heine Director June 24 , 2002
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Andrew N. Heine
/s/ John L. Schroeder Director June 24 , 2002
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John L. Schroeder
/s/ Robert A. Stanger Director June 24 , 2002
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Robert A. Stanger
/s/ Edwin Tornberg Director June 24 , 2002
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Edwin Tornberg
Director , 2002
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Claire L. Tow
Pursuant to the requirements of the Securities Act of 1933, the Plan
sponsor has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunder duly authorized in the City of Stamford, and
State of Connecticut, on the 24th day of June, 2002.
FRONTIER UNION 401(K) SAVINGS PLAN
By: Citizens Communications Company,
as Plan Sponsor
By: /s/ Scott N. Schneider
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Scott N. Schneider
Vice Chairman of the Board and Executive Vice President
EXHIBIT INDEX
Exhibit No. Description
4.1 Restated Certificate of Incorporation of Citizens Communications
Company, dated as of May 19, 2000 (incorporated herein by
reference to Exhibit 3.1 to the Company's Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 2000)
4.2 By-Laws of Citizens Communications Company, as amended to date
(incorporated herein by reference to Exhibit 3.1 to the Company's
Current Report on Form 8-K filed with the SEC on March 22, 2002)
4.3 Frontier Union 401(k) Plan
5.1 In lieu of an IRS determination letter that the Frontier Union
401 (k) Savings Plan is qualified under Section 401 of the
Internal Revenue Code, the undersigned registrant hereby
undertakes that it will submit or has submitted the Frontier
Union 401(k) Savings Plan and any amendments thereto to the IRS
in a timely manner and has made or will make all changes required
by the IRS in order to qualify the Frontier Union 401(k) Savings
Plan.
23.1 Consent of KPMG LLP
24 Power of Attorney (included on signature page hereof)