As filed with the Securities and Exchange Commission on May 4, 2007
Registration No. 333-71821
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Post-Effective Amendment No. 1 to
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
(State or other jurisdiction of 06-0619596
incorporation or organization) (I.R.S. Employer Identification No.)
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3 High Ridge Park
Stamford, Connecticut 06905
(203) 614-5600
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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CITIZENS UTILITIES COMPANY
NON-EMPLOYEE DIRECTORS' DEFERRED FEE EQUITY PLAN
(Full Title of Plan)
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Donald R. Shassian
Chief Financial Officer
Citizens Communications Company
3 High Ridge Park
Stamford, Connecticut 06905
(203) 614-5600
(Name and address, including zip code,
and telephone number, including area code, of agent for service)
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Copy to:
Hilary E. Glassman, Esq.
Senior Vice President, General Counsel and Secretary
Citizens Communications Company
3 High Ridge Park
Stamford, Connecticut 06905
(212) 614-5600
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EXPLANATORY STATEMENT
A total of 1,200,000 shares of common stock, par value $0.25 per share, of
Citizens Communications Company (formerly Citizens Utilities Company), a
Delaware corporation (the "Company") (as adjusted for stock dividends and stock
splits), were registered in connection with the Company's Non-Employee
Directors' Deferred Fee Equity Plan (the "Deferred Fee Plan"), which shares were
registered on a Registration Statement on Form s-8 filed on February 5, 1999
(Registration No. 333-71821) (the "February 1999 Form S-8"). Of the 1,200,000
shares registered in the February 1999 Form S-8, 540,761 shares were not subject
to outstanding awards at the time the Company determined not to issue any
further awards under the Deferred Fee Plan and such shares were carried forward
to the Company's Non-Employee Directors' Equity Incentive Plan (the "Equity
Incentive Plan"). Pursuant to Instruction E to Form S-8 and the telephonic
interpretation of the Securities and Exchange Commission set forth in Section G.
Securities Act Forms, No. 89, of the Division of Corporation Finance's Manual of
Publicly Available Telephone Interpretations dated July 1997, 540,761 shares of
the Company's common stock registered on the February 1999 Form S-8 are being
carried forward to, and deemed covered by, the registration statement on the
separate Form S-8 filed concurrently herewith in connection with the Company's
Equity Incentive Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Pursuant to General Instruction E to Form S-8, the contents of the February
1999 Form S-8 filed by the Company with respect to the securities offered by the
Deferred Fee Plan are hereby incorporated by reference.
SIGNATURE
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
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, thereunto duly
authorized, in the City of Stamford, State of Connecticut, on this 4th day of
May, 2007.
CITIZENS COMMUNICATIONS COMPANY
By: /s/ Robert J. Larson
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Robert J. Larson
Senior Vice President and
Chief Accounting Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Citizens Communications
Company, hereby severally constitute and appoint Donald R. Shassian and Robert
J. Larson, and each of them singly, our true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, to sign for us and in
our name in the capacities indicated below, any and all amendments to this
registration statement on Form S-8 filed by Citizens Communications Company with
the Securities and Exchange Commission, and generally to do all such things in
our name and behalf in such capacities to enable Citizens Communications Company
to comply with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, and we hereby ratify and
confirm our signatures as they may be signed by our said attorneys, or any of
them, to any and all such amendments.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
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/s/ Mary Agnes Wilderotter Chairman of the Board, Chief May 4, 2007
------------------------------------ Executive Officer and President
Mary Agnes Wilderotter (Principal Executive Officer)
/s/ Donald R. Shassian Chief Financial Officer May 4, 2007
------------------------------------ (Principal Financial Officer)
Donald R. Shassian
/s/ Robert J. Larson Senior Vice President and Chief May 4, 2007
------------------------------------ Accounting Officer
Robert J. Larson (Principal Accounting Officer)
/s/ Kathleen Q. Abernathy Director May 4, 2007
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Kathleen Q. Abernathy
/s/ Leroy T. Barnes, Jr. Director May 4, 2007
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Leroy T. Barnes, Jr.
/s/ Michael T. Dugan Director May 4, 2007
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Michael T. Dugan
/s/ Jeri B. Finard Director May 4, 2007
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Jeri B. Finard
/s/ Lawton Wehle Fitt Director May 4, 2007
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Lawton Wehle Fitt
/s/ Stanley Harfenist Director May 4, 2007
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Stanley Harfenist
/s/ William M. Kraus Director May 4, 2007
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William M. Kraus
/s/ Howard L. Schrott Director May 4, 2007
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Howard L. Schrott
/s/ Larraine D. Segil Director May 4, 2007
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Larraine D. Segil
/s/ Bradley E. Singer Director May 4, 2007
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Bradley E. Singer
/s/ Edwin Tornberg Director May 4, 2007
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Edwin Tornberg
/s/ David H. Ward Director May 4, 2007
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David H. Ward
/s/ Myron A. Wick, III Director May 4, 2007
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Myron A. Wick, III