UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) Of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 14, 2009
Frontier Communications Corporation
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
001-11001 06-0619596
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(Commission File Number) (IRS Employer Identification No.)
3 High Ridge Park, Stamford, Connecticut 06905
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(Address of principal executive offices) (Zip Code)
(203) 614-5600
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed
since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|X| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
| | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
| | Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
| | Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
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On May 14, 2009, the stockholders of Frontier Communications
Corporation (the "Company") approved the adoption of the
Company's 2009 Equity Incentive Plan (the "Plan").
A description of the material terms and conditions of the
Plan were previously reported in the Company's Proxy Statement
dated April 6, 2009 (the "Proxy Statement") under the heading
"Proposed 2009 Equity Incentive Plan." Such description from the
Proxy Statement is incorporated herein by reference. The
description is qualified by reference to the Plan, which is
attached as Appendix A to the Proxy Statement and incorporated
herein by reference.
Item 5.02 Departure of Directors or Principal Officers; Election of
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Directors; Appointment of Principal Officers; Compensatory
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Arrangements of Certain Officers.
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The information set forth under Item 1.01 of this Current
Report on Form 8-K is incorporated herein by reference.
Item 5.04 Temporary Suspension of Trading under Registrant's Employee
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Benefit Plans
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(b) On March 23, 2009, the Company sent a notice (the
"Original Notice") to its directors and executive officers
informing them of a proposed blackout period (the "Blackout
Period") regarding the Frontier Communications Corporation 401(k)
Savings Plan (the "401(k) Plan"). A copy of the Original Notice
was attached as Exhibit 99.1 to the Company's Current Report on
Form 8-K filed on March 23, 2009 and is incorporated herein by
reference.
The Blackout Period was required in order to effect a
transition of the administration of the 401(k) Plan to a new
service provider and was expected to commence during the week
beginning April 19, 2009 and to end during the week beginning May
17, 2009.
Completion of the transition occurred earlier than
anticipated. On May 18, 2009, the Company sent an updated notice
(the "Updated Notice") to its directors and executive officers
informing them that the Blackout Period had ended on May 14,
2009.
The Updated Notice was provided to the Company's directors
and executive officers pursuant to the requirements of Section
306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of the
Securities and Exchange Commission's Regulation BTR. A copy of
the Updated Notice is attached as Exhibit 99.1 to this Current
Report on Form 8-K and incorporated by reference herein.
Item 8.01 Other Events
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The information set forth in the press release issued by
Frontier Communications Corporation on May 18, 2009 is attached
hereto as Exhibit 99.2 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
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(d) Exhibits
99.1 Notice of Lifting of Blackout Period provided to Frontier
Communications Corporation directors and executive officers
99.2 Press Release of Frontier Communications Corporation issued
May 18, 2009.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FRONTIER COMMUNICATIONS CORPORATION
Date: May 18, 2009 By: /s/ Robert J. Larson
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Robert J. Larson
Senior Vice President and
Chief Accounting Officer