UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  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):  December 30, 2015
 
 

 
Shenandoah Telecommunications Company
 
 
(Exact name of registrant as specified in its charter)
 
 

Virginia
000-09881
54-1162807
     
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

500 Shentel Way
P.O. Box 459
Edinburg, VA
 
22824
   
(Address of principal executive offices)
(Zip Code)
 
Registrant’s telephone number, including area code:  (540) 984-4141

 
Not applicable
 
  (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):

☐ 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 CFR 240.13e-4(c))
 
Item 5.03 
Amendments to Articles of Incorporation or Bylaws

Effective December 30, 2015, the Company amended its Articles of Incorporation to increase the number of shares authorized for issuance from 48,000,000 shares to 96,000,000 shares.
 
A copy of the amendment is included as Exhibit 3.3 to this report.

Item 9.01 Financial Statements and Exhibits.

 
(c)
Exhibits

 
Articles of Amendment of Shenandoah Telecommunications Company
 
SIGNATURE

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 thereunto duly authorized.

SHENANDOAH TELECOMMUNICATIONS COMPANY

 
(Registrant)
   
       
 
January 5, 2016
/S/ Adele M. Skolits
 
   
Adele M. Skolits
 
   
Vice President - Finance and
 
     Chief Financial Officer  
   
(Duly Authorized Officer)
 
 
 
2
Exhibit 3.3

ARTICLES OF AMENDMENT OF

SHENANDOAH TELECOMMUNICATIONS COMPANY

The undersigned corporation, pursuant to Title 13.1, Chapter 9, Article 11 of the Code of Virginia, hereby executes the following articles of amendment and sets forth:

1.
The name of the Corporation is Shenandoah Telecommunications Company.

2. The amendment adopted is as follows:  Article 3 of the Corporation’s Articles of Incorporation is deleted in its entirety and the following is substituted in its place:

“ARTICLE 3

The Corporation shall have authority to issue 96,000,000 shares.”

3. The amendment was adopted on October 19, 2015 by the Board of Directors in connection with a change of each issued and unissued authorized share of Common Stock of the Corporation as authorized by Section 13.1-706 of the Code of Virginia, as amended.  Pursuant to that Code section, no shareholder action on the Amendment is required and no shareholder action was taken.

4. The Certificate of Amendment shall become effective at 11:59 p.m. on December 30, 2015.
 
Executed in the name of the Corporation:

  Shenandoah Telecommunications Company,  
 
a Virginia corporation
 
       
  By:
  /s/  Christopher E. French
 
   
 Christopher E. French, President
 
       
  Date: 
December 15, 2015