SEC Form S-8 POS filed by Consolidated Communications Holdings Inc.
As filed with the Securities and Exchange Commission on December 27, 2024
Registration No. 333-128934
Registration No. 333-166757
Registration No. 333-182597
Registration No. 333-203974
Registration No. 333-228199
Registration No. 333-268623
Registration No. 333-270202
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-128934
FORM S-8 REGISTRATION STATEMENT NO. 333-166757
FORM S-8 REGISTRATION STATEMENT NO. 333-182597
FORM S-8 REGISTRATION STATEMENT NO. 333-203974
FORM S-8 REGISTRATION STATEMENT NO. 333-228199
FORM S-8 REGISTRATION STATEMENT NO. 333-268623
FORM S-8 REGISTRATION STATEMENT NO. 333-270202
UNDER
THE SECURITIES ACT OF 1933
CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation or organization) |
02-0636095 (IRS Employer Identification No.) |
| 2116 South 17th Street, Mattoon, Illinois | 61938 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Amended and Restated Consolidated Communications Holdings, Inc. Long-Term Incentive Plan
Inducement Restricted Stock Grant
Inducement Performance Restricted Stock Grant
SureWest KSOP
Consolidated Communications Holdings, Inc. 2005 Long-Term Incentive Plan
(Full Title of the Plan)
J. Garrett Van Osdell
Chief Legal Officer
Consolidated Communications Holdings, Inc.
2116 South 17th Street
Mattoon, Illinois 61938
(Name and address of agent for service)
(217) 235-3311
(Telephone number, including area code, of agent for service)
Copies of all Correspondence to:
Ryan J. Maierson
David J. Miller
Ryan J. Lynch
Latham & Watkins LLP
811 Main Street
Houston, TX 77002
(713) 546-7420
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | x |
| Non-accelerated filer | ¨ | Smaller reporting company | ¨ |
| Emerging growth company | ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
DEREGISTRATION OF SECURITIES
These post-effective amendments (these “Post-Effective Amendments”) relate to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”) filed by Consolidated Communications Holdings, Inc. (the “Registrant”):
| · | Registration Statement on Form S-8 (No. 333-128934), filed with the Securities and Exchange Commission (“SEC”) on October 11, 2005. |
| · | Registration Statement on Form S-8 (No. 333-166757), filed with the SEC on May 12, 2010. |
| · | Registration Statement on Form S-8 (No. 333-182597), filed with the SEC on July 10, 2012. |
| · | Registration Statement on Form S-8 (No. 333-203974), filed with the SEC on May 8, 2015. |
| · | Registration Statement on Form S-8 (No. 333-228199), filed with the SEC on November 6, 2018. |
| · | Registration Statement on Form S-8 (No. 333-268623), filed with the SEC on December 1, 2022. |
| · | Registration Statement on Form S-8 (No. 333-270202), filed with the SEC on March 2, 2023. |
On December 27, 2024, pursuant to the Agreement and Plan of Merger, dated as of October 15, 2023, by and among the Registrant, Condor Holdings LLC, a Delaware limited liability company, and Condor Merger Sub Inc., a Delaware corporation (“Merger Sub”), Merger Sub merged with and into the Registrant (the “Merger”), with the Registrant continuing as the surviving corporation.
As a result of the Merger, the Registrant has terminated any and all offerings of the Registrant’s securities pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statements. In accordance with undertakings made by the Registrant in the Registration Statements to remove from registration by means of post-effective amendments any of the securities registered that remain unsold at the termination of the offerings, the Registrant hereby terminates the effectiveness of the Registration Statements and removes from registration any and all securities of the Registrant registered for sale under the Registration Statements that remain unsold as of the date of these Post-Effective Amendments. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities.
SIGNATURES
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 these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mattoon, State of Illinois, on December 27, 2024.
| CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. | |||
| By: | /s/ J. Garrett Van Osdell | ||
| Name: | J. Garrett Van Osdell | ||
| Title: | Chief Legal Officer & Secretary | ||
No other person is required to sign these Post-Effective Amendments to the Registration Statements in reliance on Rule 478 under the Securities Act of 1933, as amended.