As filed with the Securities and Exchange Commission on November 30, 2022 | |
| Registration No. 333- |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
under
The Securities Act of 1933
CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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 13(a) of the Exchange Act. ☐
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified in Part I of Form S-8 to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with the rules and regulations of the Securities and Exchange Commission (the Commission). The documents containing the information specified in Part I of Form S-8 will be delivered to the individual covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the Securities Act).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant are incorporated herein by reference:
(a) | The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021; |
(b) | All other reports of the Registrant filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), since December 31, 2021; and |
(c) | The description of the Registrant’s Common Stock contained in the Registration Statement on Form 8-A (File No. 000-51446), filed with the Commission on July 19, 2005, including any amendments or reports filed for the purpose of updating such description. |
All documents subsequently filed by the Registrant or the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the Exchange Act), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant is incorporated under the laws of the State of Delaware. Section 145 (Section 145) of the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (the DGCL), provides that a Delaware corporation may indemnify any persons who were, are or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was illegal. A Delaware corporation may indemnify any persons who are, were or are threatened to be made, a party to any threatened, pending or completed action or suit by or in the right of the corporation by reason of the fact that such person was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests, provided that no indemnification is permitted without judicial approval if the officer, director, employee or agent is adjudged to be liable to the corporation. Where an officer, director, employee or agent is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or director has actually and reasonably incurred.
Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 145.
Section 102(b)(7) of the DGCL permits a corporation to include in its certificate of incorporation a provision eliminating or limiting the personal liability of a director of a corporation to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the directors’ duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL (relating to unlawful payment of dividends and unlawful stock purchase and redemption) or (iv) for any transaction from which the director derived an improper personal benefit.
The Registrant’s amended and restated certificate of incorporation provides that, to the fullest extent permitted by the DGCL and except as otherwise provided in the Registrant’s amended and restated bylaws, none of the Registrant’s directors will be liable to the Registrant or its stockholders for monetary damages for a breach of fiduciary duty. In addition, the Registrant’s amended and restated certificate of incorporation permits indemnification of any person who was or is made, or threatened to be made, a party to any action, suit or other proceeding, whether criminal, civil, administrative or investigative, because of his or her status as a director or officer of the Registrant, or service as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise at the Registrant’s request to the fullest extent authorized under the DGCL against all expenses, liabilities and losses reasonably incurred by such person. Further, the Registrant’s amended and restated bylaws provide that such indemnification must be provided to directors and officers, and further provide that the Registrant may purchase and maintain insurance on the Registrant’s own behalf and on behalf of any other person who is or was a director, officer or agent of the Registrant or was serving at the Registrant’s request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.
In addition, the Registrant has entered into customary indemnification agreements with each of the Registrant’s directors and officers.
Item 8. Exhibits.
Exhibit | Description of Exhibit | Location |
4.1 | Exhibit 3.1 to Amendment No. 7 to the Registrant’s Registration Statement on Form S-1 dated July 19, 2005. | |
4.2 | Certificate of Amendment of the Amended and Restated Certificate of Incorporation. | Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated May 4, 2011. |
4.3 | Exhibit 3.2 to the Registrant’s Current Report on Form 8-K dated June 29, 2014. | |
4.4 | Restricted Stock Grant Agreement by and between the Company and Fred A. Graffam III. | Filed herewith. |
4.5 | Performance Restricted Stock Grant Agreement by and between the Company and Fred A. Graffam III. | Filed herewith. |
5 | Filed herewith. | |
23.1 | Filed herewith. | |
23.2 | Consent of ArentFox Schiff LLP (contained in the Opinion filed as Exhibit 5). | Filed herewith. |
24 | Powers of Attorney (contained on the signature pages hereto). | Filed herewith. |
107 | Filed herewith. |
Item 9. Undertakings.
The undersigned Registrant 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 of 1933;
(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 (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.
(2)That, for the purpose of determining any liability under the Securities Act of 1933, 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.
(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.
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of such issue.
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mattoon, State of Illinois, on the 30th day of November, 2022.
| CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. | |
By: | /s/ J. Garrett Van Osdell | |
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes C. Robert Udell and J. Garrett Van Osdell, and each of them, his true and lawful attorneys-in-fact, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments (including any post-effective amendments and supplements) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully and to all intents and purposes such person might or could do in person, hereby ratifying and confirming all that said attorneys-in fact and agents may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 30th day of November, 2022.
Signature | Title | Date |
|---|---|---|
/s/ C. Robert Udell, Jr. C. Robert Udell, Jr. | President, Chief Executive Officer and Director (Principal Executive Officer) | November 30, 2022 |
/s/ Steven L. Childers Steven L. Childers | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | November 30, 2022 |
/s/ Robert J. Currey Robert J. Currey | Chairman of the Board | November 30, 2022 |
/s/ Andrew S. Frey Andrew S. Frey | Director | November 30, 2022 |
| | |
/s/ David G. Fuller David G. Fuller | Director | November 30, 2022 |
/s/ Thomas A. Gerke Thomas A. Gerke | Director | November 30, 2022 |
/s/ Roger H. Moore Roger H. Moore | Director | November 30, 2022 |
/s/ Maribeth S. Rahe Maribeth S. Rahe | Director | November 30, 2022 |
/s/ Marissa M. Solis Marissa M. Solis | Director | November 30, 2022 |
Exhibit 4.4
CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.
RESTRICTED STOCK GRANT AGREEMENT
This Restricted Stock Grant Agreement (the “Agreement”) evidences an inducement award granted by the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Consolidated Communications Holdings, Inc. (the “Company”) to Fred A. Graffam “Employee”) of 103,306 shares of common stock of the Company (“Stock”) that are subject to vesting restrictions described below. This Restricted Stock Grant (the “Grant”) is granted effective as of December 1, 2022, which shall be referred to as the "Grant Date."
TERMS AND CONDITIONS
| (a) | Subject to Section 2(b), Employee's interest in the Stock subject to this Grant shall vest and become nonforfeitable as follows: |
| (i) | Employee’s interest in the first one quarter of the shares of Stock subject to this Grant shall vest and become nonforfeitable only if Employee remains continuously employed by the Company or a subsidiary until December 5, 2022; |
| (ii) | Employee’s interest in the second one quarter of the shares of Stock subject to this Grant shall vest and become nonforfeitable only if Employee remains continuously employed by the Company or a subsidiary until December 5, 2023; |
| (iii) | Employee’s interest in the third one quarter of the shares of Stock subject to this Grant shall vest and become nonforfeitable only if Employee remains continuously employed by the Company or a subsidiary until December 5, 2024; and |
| (iv) | Employee’s interest in the balance of the shares of Stock subject to this Grant shall vest and become nonforfeitable only if Employee remains continuously employed by the Company or a subsidiary until December 5, 2025. |
| (b) | If Employee's continuous employment with the Company or its subsidiaries terminates for any reason whatsoever before Employee’s interest in all of the shares of Stock subject to this Grant have become nonforfeitable under Section 2(a), then |
| Employee shall (except as provided in Section 3) forfeit all of the shares of Stock subject to this Grant that are not yet vested as of the date of such employment termination. |
| (a) | If a Change in Control occurs and there is no assumption or substitution of the Grant for a comparable grant with comparable intrinsic value, then as of the effective date of the Change in Control, all then unvested shares of Stock subject to this Grant shall vest and become nonforfeitable. |
| (b) | If a Change in Control occurs and the Grant is assumed or substituted for a comparable grant with comparable intrinsic value, the assumed or substituted award shall continue to vest in accordance with Section 2(a) if Employee remains in continuous employment with the successor employer or its affiliates through the applicable vesting date; provided that if within 24 months following the Change in Control Employee’s employment is terminated without Cause or Employee terminates for Good Reason, all then unvested shares of Stock shall vest and become nonforfeitable. |
| (c) | For purposes of this Section 3: |
(i) | “Change in Control” means the earliest to occur of: |
(A) | any “person” (as that term is used in Sections 13(d) and 14(d)(2) of the 1934 Act), other than an “affiliate” (as that term is defined in Section 5 of Article IV of the Company’s amended and restated certificate of incorporation) of Richard A. Lumpkin, is or becomes the beneficial owner (as defined in Rule 13d-3 under the 1934 Act) directly or indirectly, of securities representing a majority of the combined voting power for election of directors of the then outstanding securities of the Company or any successor to the Company; |
(B) | during any period of two consecutive years or less, individuals who at the beginning of such period constitute the Board cease, for any reason, to constitute at least a majority of the Board, unless the election or nomination for election of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period; |
(C) | the consummation of a reorganization, merger, consolidation or share exchange as a result of which the common stock of the Company shall be changed, converted or exchanged into or for securities of another corporation (other than a merger with a wholly-owned subsidiary of the Company) or any dissolution or liquidation of the Company or any sale or the disposition of 50% or more of the assets or business of the Company; or |
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(D) | the consummation of a reorganization, merger, consolidation or share exchange involving the Company unless (i) the persons who were the beneficial owners of the outstanding shares of the common stock of the Company immediately before the consummation of such transaction beneficially own at least a majority of the outstanding shares of the common stock of the successor or survivor corporation in such transaction immediately following the consummation of such transaction and (ii) the number of shares of the common stock of such successor or survivor corporation beneficially owned by the persons described in (D)(i) immediately following the consummation of such transaction is beneficially owned by each such person in substantially the same proportion that each such person had beneficially owned shares of the Company common stock immediately before the consummation of such transaction, provided (iii) the percentage described in (D)(i) of the beneficially owned shares of the successor or survivor corporation and the number described in (D)(ii) of the beneficially owned shares of the successor or survivor corporation shall be determined exclusively by reference to the shares of the successor or survivor corporation which result from the beneficial ownership of shares of common stock of the Company by the persons described in (D)(i) immediately before the consummation of such transaction. |
(ii) | “Cause” means (A) Employee’s conviction of, pleading guilty to, or confessing or otherwise admitting to any felony or any act of fraud, misappropriation or embezzlement; (B) the act or omission by Employee involving malfeasance or gross negligence in the performance of Employee’s duties and responsibilities to the material detriment of the Company; or (c) the breach of any provision of any code of conduct adopted by the Company which applies to the Company if the consequence to such violation for Employee ordinarily would be a termination of employment by the Company. |
No such act or omission or event shall be treated as “Cause” under this Agreement unless (i) Employee has been provided a detailed, written statement of the basis for belief that such act or omission or event constitutes “Cause” and an opportunity to meet with the Committee (together with Employee’s counsel if the individual chooses to have counsel present at such meeting) after Employee has had a reasonable period in which to review such statement and, if the act or omission or event is one which can be cured by Employee, Employee has had at least a 30 day period to take corrective action and (ii) a majority of the Committee after such meeting (if Employee exercises Employee’s right to have a meeting) and after the end of such 30 day correction period (if applicable) determines reasonably and in good faith that “Cause” does exist.”
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(iii) | “Good Reason” means (A) a material reduction in Employee’s base salary and/or bonus opportunity without Employee’s express written consent; (B) a material reduction in the scope, importance or prestige of Employee’s duties, responsibilities or powers at the Company or subsidiary, as applicable, without Employee’s express written consent; or (C) the Company transfers Employee’s primary work site to a new primary work site which is more than 30 miles (measured along a straight line) from Employee’s then current primary work site unless such new primary work site is closer (measured along a straight line) to Employee’s primary residence than Employee’s then current primary work site. |
No such act or omission shall be treated as “Good Reason” under this Agreement unless (i) (A) Employee delivers to the Committee a detailed, written statement of the basis for Employee’s belief that such act or omission constitutes Good Reason, (B) Employee delivers such statement before the later of (I) the end of the 90 day period which starts on the date there is an act or omission which forms the basis for Employee’s belief that Good Reason exists or (II) the end of the period mutually agreed upon for purposes of this paragraph in writing by Employee and the Committee, (C) Employee gives the Committee a 30 day period after the delivery of such statement to cure the basis for such belief and (D) Employee actually submits his written resignation to the Committee during the 60 day period which begins immediately after the end of such 30 day period if Employee reasonably and in good faith determines that Good Reason continues to exist after the end of such 30 day period; or (ii) the Company states in writing to Employee that Employee has the right to treat any such act or omission as Good Reason under this Agreement and Employee resigns during the 60 day period which starts on the date such statement is actually delivered to Employee.
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5
CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.
BY:
By accepting this Agreement, the Employee agrees to be bound by the terms hereof.
Employee
Date
6
Exhibit 4.5
CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.
PERFORMANCE STOCK GRANT AGREEMENT
This Performance Stock Grant Agreement (the “Agreement”) evidences an inducement award granted by the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Consolidated Communications Holdings, Inc. (the “Company”) to Fred A. Graffam (“Employee”) that entitles Employee to shares of common stock of the Company (“Stock”) as described below. This Performance Stock Grant (the “Grant”) is granted effective as of December 1, 2022, which shall be referred to as the “Grant Date.”
TERMS AND CONDITIONS
| (a) | The target number of shares of Stock subject to the Grant is 113,636 shares. If Employee remains employed through the last day of the three-year performance period that began on January 1, 2022 and ends on December 31, 2024 (the “Performance Period”), the target number of shares subject to the Grant shall be adjusted based on the level of achievement of the performance goals established with respect to the Performance Period, including the TSR Modifier, as set forth on the attached Exhibit A (the “Performance Goals”). If the Performance Goals are achieved at the target level, the target number of shares subject to the Grant shall not be adjusted. If the Performance Goals are achieved at above or below the target level, the target number of shares shall be adjusted as described on Exhibit A. |
| (b) | Notwithstanding the foregoing, Employee shall not be entitled to receive any shares of Stock subject to the Grant if Employee does not remain continuously employed by the Company or any subsidiary from December 1, 2022 until the date the Committee determines Performance Goal achievement as described in (a) above (the “Vesting Date”). |
| (a) | Except as set forth in Section 4 below, Employee’s interest in the Stock subject to the Grant shall vest and become nonforfeitable only if Employee remains continuously employed by the Company or a subsidiary from December 1, 2022 through the Vesting Date. The Vesting Date shall occur as soon as reasonably practicable following the end of the Performance Period, but in no event later than 75 days following the end of such period. |
| (b) | If Employee’s continuous employment with the Company and its subsidiaries terminates prior to the Vesting Date for any reason, then Employee shall (except as provided in Section 4) forfeit all of the shares of Stock subject to the Grant to the Company for no consideration. |
| (a) | If a Change in Control occurs and there is no assumption or substitution of the Grant for a comparable grant with comparable intrinsic value, then as of the effective date of the Change in Control, all then unvested shares of Stock subject to the Grant shall vest and become nonforfeitable, and if the Change in Control occurs prior to the Vesting Date, the Performance Goals will be deemed met at target, unless actual Performance Goal achievement as of such date exceeds target, in which case the Performance Goals will be deemed met at the actual level of achievement. |
| (b) | If a Change in Control occurs and the Grant is assumed or substituted for a comparable grant with comparable intrinsic value, the assumed or substituted award shall continue to vest in accordance with Section 2 and 3 if Employee remains in continuous employment with the successor employer or its affiliates through the Vesting Date; provided that if prior to the Vesting Date and within 24 months following the Change in Control Employee’s employment is terminated without Cause or Employee terminates for Good Reason, the Performance Goals will be deemed met at target, unless actual Performance Goal achievement as of such date exceeds target, in which case the Performance Goals will be deemed met at the actual level of achievement. |
| (c) | For purposes of this Section 4: |
(i) | “Change in Control” means the earliest to occur of: |
(A) | any “person” (as that term is used in Sections 13(d) and 14(d)(2) of the 1934 Act), other than an “affiliate” (as that term is defined in Section 5 of Article IV of the Company’s amended and restated certificate of incorporation) of Richard A. Lumpkin, is or becomes the beneficial owner (as defined in Rule 13d-3 under the 1934 Act) directly or indirectly, of securities representing a majority of the combined voting power for election of directors of the then outstanding securities of the Company or any successor to the Company; |
(B) | during any period of two consecutive years or less, individuals who at the beginning of such period constitute the Board cease, for any reason, to constitute at least a majority of the Board, unless the election or nomination for election of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period; |
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(C) | the consummation of a reorganization, merger, consolidation or share exchange as a result of which the common stock of the Company shall be changed, converted or exchanged into or for securities of another corporation (other than a merger with a wholly-owned subsidiary of the Company) or any dissolution or liquidation of the Company or any sale or the disposition of 50% or more of the assets or business of the Company; or |
(D) | the consummation of a reorganization, merger, consolidation or share exchange involving the Company unless (i) the persons who were the beneficial owners of the outstanding shares of the common stock of the Company immediately before the consummation of such transaction beneficially own at least a majority of the outstanding shares of the common stock of the successor or survivor corporation in such transaction immediately following the consummation of such transaction and (ii) the number of shares of the common stock of such successor or survivor corporation beneficially owned by the persons described in (D)(i) immediately following the consummation of such transaction is beneficially owned by each such person in substantially the same proportion that each such person had beneficially owned shares of the Company common stock immediately before the consummation of such transaction, provided (iii) the percentage described in (D)(i) of the beneficially owned shares of the successor or survivor corporation and the number described in (D)(ii) of the beneficially owned shares of the successor or survivor corporation shall be determined exclusively by reference to the shares of the successor or survivor corporation which result from the beneficial ownership of shares of common stock of the Company by the persons described in (D)(i) immediately before the consummation of such transaction. |
(ii) | “Cause” means (A) Employee’s conviction of, pleading guilty to, or confessing or otherwise admitting to any felony or any act of fraud, misappropriation or embezzlement; (B) the act or omission by Employee involving malfeasance or gross negligence in the performance of Employee’s duties and responsibilities to the material detriment of the Company; or (c) the breach of any provision of any code of conduct adopted by the Company which applies to the Company if the consequence to such violation for Employee ordinarily would be a termination of employment by the Company. |
No such act or omission or event shall be treated as “Cause” under this Agreement unless (i) Employee has been provided a detailed, written statement of the basis for belief that such act or omission or event constitutes “Cause” and an opportunity to meet with the Committee (together with Employee’s counsel if the individual chooses to have counsel present at such meeting) after Employee has had a reasonable period in which to
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review such statement and, if the act or omission or event is one which can be cured by Employee, Employee has had at least a 30 day period to take corrective action and (ii) a majority of the Committee after such meeting (if Employee exercises Employee’s right to have a meeting) and after the end of such 30 day correction period (if applicable) determines reasonably and in good faith that “Cause” does exist.”
(iii) | “Good Reason” means (A) a material reduction in Employee’s base salary and/or bonus opportunity without Employee’s express written consent; (B) a material reduction in the scope, importance or prestige of Employee’s duties, responsibilities or powers at the Company or subsidiary, as applicable, without Employee’s express written consent; or (C) the Company transfers Employee’s primary work site to a new primary work site which is more than 30 miles (measured along a straight line) from Employee’s then current primary work site unless such new primary work site is closer (measured along a straight line) to Employee’s primary residence than Employee’s then current primary work site. |
No such act or omission shall be treated as “Good Reason” under this Agreement unless (i) (A) Employee delivers to the Committee a detailed, written statement of the basis for Employee’s belief that such act or omission constitutes Good Reason, (B) Employee delivers such statement before the later of (I) the end of the 90 day period which starts on the date there is an act or omission which forms the basis for Employee’s belief that Good Reason exists or (II) the end of the period mutually agreed upon for purposes of this paragraph in writing by Employee and the Committee, (C) Employee gives the Committee a 30 day period after the delivery of such statement to cure the basis for such belief and (D) Employee actually submits his written resignation to the Committee during the 60 day period which begins immediately after the end of such 30 day period if Employee reasonably and in good faith determines that Good Reason continues to exist after the end of such 30 day period; or (ii) the Company states in writing to Employee that Employee has the right to treat any such act or omission as Good Reason under this Agreement and Employee resigns during the 60 day period which starts on the date such statement is actually delivered to Employee.
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CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.
By:
By accepting this Agreement, the Employee agrees to be bound by the terms hereof.
Employee
Date
6
EXHIBIT A
[AS DETERMINED BY THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS]
EXHIBIT 5
November 30, 2022
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re:Consolidated Communications Holdings, Inc.
Registration Statement on Form S-8
We have acted as counsel to Consolidated Communications Holdings, Inc., a Delaware corporation (the “Company”), in connection with the Company’s filing of a Registration Statement on Form S-8 (the “Registration Statement”) covering the registration of 216,942 shares of its Common Stock, $.01 par value per share (the “Common Stock”).
In that capacity, we have considered such questions of law and have examined such documents necessary for the purpose of this opinion. Upon the basis of such examination, it is our opinion that those shares of Common Stock that are originally issued shares will be, when issued and sold as contemplated by the Registration Statement, validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the General Corporation Law of the State of Delaware, and we express no opinions with respect to the laws of any other jurisdiction. The opinion expressed in this opinion letter is as of the date of this opinion letter only and as to laws covered hereby only as they are in effect on that date, and we assume no obligation to update or supplement such opinion to reflect any facts or circumstances that may come to our attention after that date or any changes in law that may occur or become effective after that date.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
ARENTFOX SCHIFF LLP
By:/s/ Alex B. Young
Alex B. Young
EXHIBIT 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to Consolidated Communications Holdings, Inc.’s Inducement Restricted Stock Grant and Inducement Performance Restricted Stock Unit Grant of our report dated March 4, 2022, with respect to the consolidated financial statements of Consolidated Communications Holdings, Inc. and subsidiaries and the effectiveness of internal control over financial reporting of Consolidated Communications Holdings, Inc., and subsidiaries included in its Annual Report (Form 10-K) for the year ended December 31, 2021 filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
St. Louis, Missouri
November 30, 2022
Exhibit 107
Calculation of Filing Fee Table
Form S-8
(Form Type)
CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type | Security | Fee Calculation Rule | Amount Registered(1) | Proposed Maximum Offering Price Per Share | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | ||||||||||||||||
Equity | Common stock, par value $0.01 per share | Other (2) | 103,306 (3) | $4.48 (2) | $462,810.88 (2) | $0.0001102 | $51.00 | ||||||||||||||||
Equity | Common stock, par value $0.01 per share | Other (2) | 113,636 (4) | $4.48 (2) | $509,089.28 (2) | $0.0001102 | $56.11 | ||||||||||||||||
Total Offering Amounts | $971,900.16 | $107.11 | |||||||||||||||||||||
Total Fee Offsets | $0.00 | ||||||||||||||||||||||
Net Fee Due | $107.11 | ||||||||||||||||||||||
(1) Pursuant to Rule 416(a) under the Securities Act of 1933 (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock that become issuable under the by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected that results in an increase to the number of outstanding shares of the Registrant’s common stock.
(2) Estimated in accordance with Rule 457(c) and Rule 457(h) under the Securities Act, solely for the purpose of calculating the registration fee, based on the average of the $4.55 (high) and $4.41 (low) sales prices of the Registrant’s common stock as reported on The Nasdaq Global Market on November 29, 2022, which date is within five business days prior to the date of filing of this Registration Statement.
(3) Consists of shares issued under an inducement restricted stock grant awarded by the Registrant as a material inducement to an individual’s acceptance of employment with the Registrant in accordance with Nasdaq Listing Rule 5635(c)(4).
(4) Consists of shares issuable under an inducement performance restricted stock unit grant awarded by the Registrant as a material inducement to an individual’s acceptance of employment with the Registrant in accordance with Nasdaq Listing Rule 5635(c)(4).