Registration No. 33-78592
As filed with the Securities and Exchange Commission on June 11, 1996
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------
POST EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
OF
DENVER AND EPHRATA TELEPHONE AND TELEGRAPH COMPANY
UNDER
THE SECURITIES ACT OF 1933
-----------------------------------
D & E COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2837108
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
124 East Main Street 17522
Ephrata, Pennsylvania (Zip Code)
(Address of principal executive offices)
-----------------------------------
D & E COMMUNICATIONS, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
------------------------------------
Anne B. Sweigart, Chairman,
President and Chief Executive Officer
D & E Communications, Inc.
Brossman Business Complex
124 East Main Street
Ephrata, Pennsylvania 17522
(Name and address of agent for service)
717 733-4101
(Telephone number of agent for service)
------------------------------------
Copies of communications to:
Vincent C. Deluzio, Esquire
Buchanan Ingersoll Professional Corporation
301 Grant Street, One Oxford Centre, 21st Floor
Pittsburgh, PA 15219-1410
(412) 562-8800
------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================= ===================== ========================= ============================ =====================
Proposed Maximum Proposed Maximum Aggregate
Title of Securities To Be Amount To Be Offering Price Per Offering Price(2) Amount of
Registered Registered(1) Share(2) Registration Fee(3)
- ----------------------------- --------------------- ------------------------- ---------------------------- ---------------------
<S> <C> <C> <C> <C>
Common Stock (par value 300,000 Shares $20.75 $6,225,000 $1,556.25
$.16 per share)
============================= ===================== ========================= ============================ =====================
</TABLE>
(1) Represents the maximum number of shares that will be issued by Registrant
under the Plan and adjusted to account for the three-for-one share exchange
of the Restructuring described herein.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h). Such price, which is the average, adjusted to account for
the share exchange, of the bid and ask prices for the Common Stock of
$62.25 as reported in the "Pink Sheets" published by the National Quotation
Bureau on April 29, 1994, has been determined in accordance with Rule
457(c).
(3) No amount is being paid with respect to this Post-Effective Amendment No. 1
because the required payment was made at the time of the filing of the
original Registration Statement on Form S-8 on May 5, 1994.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement relates to the D & E Communications, Inc.
Employee Stock Purchase Plan (the "Plan"). D & E Communications, Inc. (the
"Corporation" or the "registrant") is incorporated in the Commonwealth of
Pennsylvania. Pursuant to an Agreement and Plan of Exchange between the
Corporation and Denver and Ephrata Telephone and Telegraph Company ("D and E"),
the Corporation became the parent company of D and E effective June 7, 1996. As
part of this restructuring, each share of the common stock, par value $.50 per
share (the "D and E Common Stock"), of D and E was automatically exchanged for
three shares of the common stock, par value $.16 per share (the "Common Stock"),
of the Corporation. The Plan is the successor to D and E's Employee Stock
Purchase Plan (the "Predecessor Plan"). As a result, the Plan is identical in
its terms to the Predecessor Plan except that the 100,000 shares of the D and E
Common Stock reserved for issuance under the Predecessor Plan have been
converted into 300,000 shares of the Common Stock, of which 286,788 remain
available for issuance by the Corporation under the Plan.
Item 3. Incorporation of Documents by Reference
The Corporation hereby incorporates herein by reference into this
Registration Statement the documents listed in (a) through (c) below. The
Corporation also incorporates all documents subsequently filed by it with the
Securities and Exchange Commission (the "Commission") pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold from the date of filing of such documents:
(a) The latest annual report of D and E filed pursuant to Section 13(a) or
15(d) under the Exchange Act;
(b) All other reports of D and E filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act since the end of the fiscal year covered by the
annual report referred to in (a) above; and
(c) The description of the capital stock of the Corporation contained in
the Corporation's Registration Statement on Form 8-B filed pursuant to Section
12 of the Securities Exchange Act, including any amendment or report filed for
the purpose of updating such description.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Subchapter D of Chapter 17 of the Pennsylvania Business Corporation Law of
1988, as amended (the "PBCL"), provides in general that a corporation may
indemnify any person, including its directors, officers and employees, who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action or proceeding, whether civil, criminal, administrative or
investigative (including actions by or in the right of the corporation) by
reason of the fact that he or she is or was a representative of or serving at
the request of the corporation, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him or her in connection with the action or proceeding if he or she is
determined by the board of directors, or in certain circumstances by independent
legal counsel to the shareholders, to have acted in good faith and
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<PAGE>
in a manner he or she reasonably believed to be in, or not opposed to, the
best interests of the corporation and, with respect to any criminal proceeding,
had no reason to believe his conduct was unlawful. In the case of actions by or
in the right of the corporation, indemnification is not permitted in respect of
any claim, issue or matter as to which the person has been adjudged to be liable
to the corporation except to the extent a court determines that the person is
fairly and reasonably entitled to indemnification. In any case, to the extent
that the person has been successful on the merits or otherwise in defense of any
claim, issue or matter, he or she shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him or her in
connection therewith. Subchapter D of Chapter 17 of the PBCL also provides that
the indemnification permitted or required thereby is not exclusive of any other
rights to which a person seeking indemnification may be entitled.
As permitted by the PBCL, the Corporation's Articles of Incorporation (the
"Articles") provide that the Corporation shall indemnify and hold harmless to
the full extent not prohibited by law, as the same exists or may hereafter be
amended, interpreted or implemented (but, in the case of any amendment, only to
the extent that such amendment permits the Corporation to provide broader
indemnification rights than are permitted the Corporation to provide prior to
such amendment), each person who was or is made a party or is threatened to be
made a party to or is otherwise involved in (as a witness or otherwise) any
threatened, pending or completed claim, action, suit, or proceeding, whether
civil, criminal, administrative, investigative or other and whether or not by or
in the right of the corporation or otherwise (hereinafter, a "proceeding"), by
reason of the fact that he or she, or a person of whom he or she is the heir,
executor, or administrator, is or was a director or officer of the Corporation
or is or was serving at the request of the Corporation as a director, officer,
employee, fiduciary, trustee or other representative of another corporation or
of a partnership, joint venture, trust or other enterprise (including without
limitation service with respect to employee benefit plans), or where the basis
of such proceeding is any alleged action or failure to take any action by any
such of the foregoing persons while acting in an official capacity as a director
or officer of the Corporation or in any other capacity on behalf of the
Corporation while such person is or was serving as a director or officer of the
Corporation, against all expenses, liability and loss, including but not limited
to attorneys' fees, judgments, fines, ERISA excise taxes or penalties and
amounts paid or to be paid in settlement whether with or without court approval,
actually incurred or paid by such person in connection therewith. Such
indemnification includes the right to be paid by the Corporation the expenses
incurred in defending any such proceeding (or part thereof) or in enforcing his
or her indemnification rights under the Articles in advance of the final
disposition thereof promptly after receipt by the Corporation of a request
therefor stating in reasonable detail the expenses incurred, subject to certain
conditions to the extent required by law. Persons who are not directors or
officers of the Corporation may be similarly indemnified in respect of service
to the Corporation, or to another such entity at the request of the Corporation,
to the extent the Board of Directors designates. Under the PBCL, indemnification
pursuant to this provision of the Articles is not permitted in any case in which
the act or failure to act giving rise to the claim for indemnification is
determined by a court to have constituted willful misconduct or recklessness.
There may be other circumstances where indemnification may not be permitted as a
matter of public policy.
The Articles also provide that to the fullest extent that the laws of
the Commonwealth of Pennsylvania, as now in effect or as hereafter amended,
permit elimination or limitation of the liability of directors, no director of
the Corporation shall be personally liable for monetary
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<PAGE>
damages as such for any action taken, or any failure to take any action, as a
director. Under Section 1713 of the PBCL, the personal liability of a director
may not be eliminated or limited if: (1) the director has breached or failed to
perform the duties of his office under Subchapter B of Chapter 17 of the PBCL
(relating to the fiduciary duties of directors; and (2) the breach or failure to
perform constitutes self-dealing, willful misconduct or recklessness.
Furthermore, this limitation on the personal liability of directors of the
Corporation does not apply to: (1) the responsibility or liability of a director
pursuant to any criminal statute; or (2) the liability of a director for the
payment of taxes pursuant to local, state or federal law.
The Articles also provide that the Corporation may purchase and maintain
insurance on behalf of any person who is or was a director or officer or
representative of the Corporation, or is or was serving at the request of the
Corporation as a representative of another corporation, partnership, joint
venture, trust or other enterprise, against any liability asserted against such
person or incurred by such person in any such capacity, or arising out of his or
her status as such, whether or not the Corporation has the power to indemnify
such person against such liability under the laws of this or any other state.
The Corporation may create a fund, of any nature, which may, but need not be,
under the control of a trustee, or otherwise secure or insure in any manner its
indemnification obligations arising under the Articles or otherwise.
Insofar as indemnification by the Corporation for liabilities arising under
the Securities Act of 1933, as amended (the "Securities Act"), may be permitted
to directors, officers and controlling persons of the Corporation pursuant to
the foregoing provisions, the Corporation has been informed that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
The following is a complete list of exhibits filed as part of this
Registration Statement, which are incorporated herein by reference:
<TABLE>
<CAPTION>
Exhibit
Number Description Method of Filing
- ------ ----------- ----------------
<S> <C> <C>
4.1 Articles of Incorporation of D & E Incorporated herein by reference from Amendment No. 2
Communications, Inc. to the Corporation's Registration Statement on
Form S-4 (Registration No. 333-2960), Exhibit 3.1.
II-3
<PAGE>
4.2 Note Agreement between Allstate Life Insurance Incorporated herein by reference from
Company, Allstate Life Insurance Company of D and E's Registration Statement on Form 10,
New York, and Denver and Ephrata Telephone and Exhibit 4.1.
Telegraph Company, dated as of November 15,
1991, Re: $10,000,000 9.18% Senior Notes due
November 15, 2021
4.3 First Amendment to Note Agreement dated as of Incorporated herein by reference from
November 15, 1991 between Allstate Life D and E's 1993 Annual Report on Form 10-K,
Insurance Company, Allstate Life Insurance Exhibit 4.2.
Company of New York, and Denver and Ephrata
Telephone and Telegraph Company, dated as of
January 14, 1994, due November 15, 2021,
Re: $10,000,000 9.18% Senior Notes due
November 15, 2021
4.4 Note Agreement between Allstate Life Incorporated herein by reference from
Insurance Company and Denver and Ephrata D and E's 1993 Annual Report on Form 10-K,
Telephone and Telegraph Company, dated as of Exhibit 4.3.
January 14, 1994, Re: $10,000,000 6.49%
Senior Notes due January 14, 2004
4.5 Second Amendment to Note Agreement dated as Incorporated herein by reference from
of November 15, 1991 between Allstate Life D and E's Registration Statement on
Insurance Company, Allstate Life Insurance Form S-3 (Registration No. 33-85896),
Company of New York, and Denver and Ephrata Exhibit 4.3.
Telephone and Telegraph Company, dated as of
September 27, 1994, Re: $10,000,000 9.18%
Senior Notes due November 15, 2021
4.6 First Amendment to Note Agreement dated as of Incorporated herein by reference from
January 14, 1994 between Allstate Life D and E's Registration Statement on Form
Insurance Company and Denver and Ephrata S-3 (Registration No. 33-85896),
Telephone and Telegraph Company, dated as of Exhibit 4.5.
September 27, 1994, Re: $10,000,000 6.49%
Senior Notes due January 14, 2004
II-4
<PAGE>
4.7 Second Amendment to Note Agreement dated as Incorporated herein by reference from
of January 14, 1994 between Allstate Life D and E's 1995 Annual Report on Form 10-K,
Insurance Company and Denver and Ephrata Exhibit 4.6.
Telephone and Telegraph Company, dated as of
September 1, 1995, Re: $10,000,000 6.49%
Senior Notes due January 14, 2004
4.8 Third Amendment to Note Agreement dated as of Incorporated herein by reference from
November 15, 1991 between Allstate Life D and E's 1995 Annual Report on Form 10-K,
Insurance Company, Allstate Life Insurance Exhibit 4.7.
Company of New York, and Denver and Ephrata
Telephone and Telegraph Company, dated as
of September 1, 1995, Re: $10,000,000 9.18%
Senior Notes due November 15, 2021
5.1 Opinion of Buchanan Ingersoll Professional Filed herewith.
Corporation
23.1 Consent of Buchanan Ingersoll Professional See Exhibit 5.1 hereof.
Corporation
23.2 Consent of Coopers & Lybrand L.L.P. Filed herewith.
24.1 Powers of Attorney for D & E Communications, Filed herewith.
Inc.
99.1 D & E Communications, Inc. Employee Stock Filed herewith.
Purchase Plan
</TABLE>
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<PAGE>
Item 9. Undertakings
(a) 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 to include any
material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933 (the "Securities Act"), 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act) 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 6 of this Registration
Statement, 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 Securities 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
Securities Act and will be governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
this 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 Borough of Ephrata, Commonwealth of Pennsylvania, on
June 11, 1996.
D & E COMMUNICATIONS, INC.
By: /s/ Anne B. Sweigart
--------------------------------------
Mrs. Anne B. Sweigart
Chairman of the Board, President
and Chief Executive Officer
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 June 11, 1996.
Signature Capacity
--------- --------
/s/ Anne B. Sweigart Chairman of the Board, President and Chief
- ----------------------- Executive Officer (Principal Executive Officer)
Mrs. Anne B. Sweigart
/s/ Thomas E. Morell Chief Financial Officer and Treasurer
- ----------------------- (Principal Financial and Accounting Officer)
Thomas E. Morell
John Amos Director )
Paul W. Brubaker Director )
Ronald E. Frisbie Director )
Robert M. Lauman Director ) By: /s/ W. Garth Sprecher
G. William Ruhl Director ) ------------------------------
Steven B. Silverman Director ) W. Garth Sprecher
W. Garth Sprecher Director ) Attorney-In-Fact
Anne B. Sweigart Director )
Charles E. Thomas Director )
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<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description Method of Filing
- ------ ----------- ----------------
<S> <C> <C>
4.1 Articles of Incorporation of D & E Incorporated herein by reference from Amendment No. 2 to
Communications, Inc. the Corporation's Registration Statement on Form
S-4 (Registration No. 333-2960), Exhibit 3.1.
4.2 Note Agreement between Allstate Life Insurance Incorporated herein by reference from
Company, Allstate Life Insurance Company of D and E's Registration Statement on Form 10,
New York, and Denver and Ephrata Telephone and Exhibit 4.1.
Telegraph Company, dated as of November 15,
1991, Re: $10,000,000 9.18% Senior Notes due
November 15, 2021
4.3 First Amendment to Note Agreement dated as of Incorporated herein by reference from
November 15, 1991 between Allstate Life D and E's 1993 Annual Report on Form 10-K,
Insurance Company, Allstate Life Insurance Exhibit 4.2.
Company of New York, and Denver and Ephrata
Telephone and Telegraph Company, dated as of
January 14, 1994, due November 15, 2021,
Re: $10,000,000 9.18% Senior Notes due
November 15, 2021
4.4 Note Agreement between Allstate Life Insurance Incorporated herein by reference from
Company and Denver and Ephrata Telephone and D and E's 1993 Annual Report on Form 10-K,
Telegraph Company, dated as of January 14, Exhibit 4.3.
1994, Re: $10,000,000 6.49% Senior Notes due
January 14, 2004
4.5 Second Amendment to Note Agreement dated as of Incorporated herein by reference from
November 15, 1991 between Allstate Life D and E's Registration Statement on Form S-3
Insurance Company, Allstate Life Insurance (Registration No. 33-85896), Exhibit 4.3.
Company of New York, and Denver and Ephrata
Telephone and Telegraph Company, dated as of
September 27, 1994, Re: $10,000,000 9.18%
Senior Notes due November 15, 2021
<PAGE>
4.6 First Amendment to Note Agreement dated as of Incorporated herein by reference from
January 14, 1994 between Allstate Life D and E's Registration Statement on Form S-3
Insurance Company and Denver and Ephrata (Registration No. 33-85896), Exhibit 4.5.
Telephone and Telegraph Company, dated as of
September 27, 1994, Re: $10,000,000 6.49%
Senior Notes due January 14, 2004
4.7 Second Amendment to Note Agreement dated as of Incorporated herein by reference from
January 14, 1994 between Allstate Life D and E's 1995 Annual Report on Form 10-K,
Insurance Company and Denver and Ephrata Exhibit 4.6.
Telephone and Telegraph Company, dated as of
September 1, 1995, Re: $10,000,000 6.49%
Senior Notes due January 14, 2004
4.8 Third Amendment to Note Agreement dated as Incorporated herein by reference from
of November 15, 1991 between Allstate Life D and E's 1995 Annual Report on Form 10-K,
Insurance Company, Allstate Life Insurance Exhibit 4.7.
Company of New York, and Denver and Ephrata
Telephone and Telegraph Company, dated as of
September 1, 1995, Re: $10,000,000 9.18%
Senior Notes due November 15, 2021
5.1 Opinion of Buchanan Ingersoll Professional Filed herewith.
Corporation
23.1 Consent of Buchanan Ingersoll Professional See Exhibit 5.1 hereof.
Corporation
<PAGE>
23.2 Consent of Coopers & Lybrand L.L.P. Filed herewith.
24.1 Powers of Attorney for D & E Communications, Filed herewith.
Inc.
99.1 D & E Communications, Inc. Employee Stock Filed herewith.
Purchase Plan
</TABLE>
EXHIBIT 5.1
June 10, 1996
D & E Communications, Inc.
Brossman Business Complex
124 East Main Street
Ephrata, PA 17522
Ladies and Gentlemen:
We have acted as counsel to D & E Communications, Inc., a Pennsylvania
corporation ("D & E"), in connection with the registration under the Securities
Act of 1933, as amended, of shares of common stock, par value $.16 per share
(the "D & E Common Stock"), of D & E reserved for issuance pursuant to
D & E's Employee Stock Purchase Plan (the "Plan") which is the successor to
the Employee Stock Purchase Plan (the "Predecessor Plan") of Denver and Ephrata
Telephone and Telegraph Company ("D and E") and which is identical in its terms
to the Predecessor Plan except that 100,000 shares of common stock of D and E
reserved for issuance under the Predecessor Plan have been converted (pursuant
to the Restructuring (as defined below)) into 300,000 shares of the D & E Common
Stock, of which 286,788 remain available for issuance by D & E under the Plan
on the date hereof. In such capacity, we have examined the following:
1. The By-Laws and Articles of Incorporation of D & E;
2. The Registration Statement on Form S-4, as amended (the "S-4"), with
respect to the Restructuring (as therein defined), filed by D & E with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Act of 1933, as amended (the "Securities Act");
3. The Registration Statement on Form S-8 with respect to the Predecessor
Plan (the "Registration Statement"), filed by D and E with the Commission
pursuant to the Securities Act;
4. The Post-Effective Amendment No. 1 to the Registration Statement with
respect to the Plan (the "PE Amendment"), filed by D & E with the Commission
pursuant to the Securities Act to which this opinion is an exhibit;
5. Proceedings of the Board of Directors of D & E relating to the
successorship of the Plan to the Predecessor Plan, the issuance of shares of the
D & E Common Stock under the Plan and the authorization, execution and filing
of the PE Amendment;
6. Proceedings of the Board of Directors of D and E relating to the
adoption of the Predecessor Plan, the successorship of the Plan to the
Predecessor Plan and the authorization, execution and filing of the Registration
Statement; and
7. Such other documents, certificates, records, statutes and decisions as
we considered necessary to express the opinion contained herein.
Based upon the foregoing, we are of the opinion that the D & E Common Stock
to be issued pursuant to the Plan, when and to the extent issued by D & E in
accordance with the Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to be named in the PE Amendment, and in the Prospectus
in respect thereof, as counsel which has passed upon the legality of the
shares of D & E Common Stock to be issued pursuant to the Plan. We further
consent to the filing of a copy of this opinion as an exhibit to the
PE Amendment.
BUCHANAN INGERSOLL
PROFESSIONAL CORPORATION
By: /s/ Stephen W. Johnson
---------------------------------
Stephen W. Johnson
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to the Registration Statement on Form S-8 (File No. 33-78592) of our
reports dated March 15, 1996, on our audits of the consolidated financial
statements of the Denver and Ephrata Telephone and Telegraph Company and
Subsidiaries and Monor Communications Group, Inc., which reports are included in
the 1995 Form 10-K/A of the Denver and Ephrata Telephone and Telegraph Company.
We also consent to the reference therein to our firm under the caption
"Experts."
/s/ Coopers & Lybrand L.L.P.
- ------------------------------
Coopers & Lybrand L.L.P
Philadelphia, Pennsylvania
June 10, 1996
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of D & E Communications, Inc. hereby constitutes and appoints Mrs. Anne B.
Sweigart and W. Garth Sprecher and each of them, the undersigned's true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution in each, for the undersigned in his or her name, place and stead,
in any and all capacities (including the undersigned's capacity as a director
and/or officer of D & E Communications, Inc.) granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
execute any and all instruments which said attorneys-in-fact and agents, or any
of them, may deem necessary or advisable or which may be required to enable
D & E Communications, Inc. to comply with the Securities Act of 1933, as
amended, and any rules, regulations or requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration
under said Act of up to 300,000 shares of Common Stock and the offering
thereof, pursuant to the D & E Communications, Inc. Employee Stock Purchase
Plan, as fully to all intents and purposes as the undersigned might or could
do in person, including specifically, but without limiting the generality of
the foregoing, the power and authority to sign the name of the undersigned in
the capacity of director and/or officer of D & E Communications, Inc. to any
registration statement to be filed with the Securities and Exchange Commission
in respect of said Common Stock, to any and all amendments and supplements to
any such registration statements, including post-effective amendments thereto,
and to any instruments or documents filed as part of or in connection with any
such registration statements or amendments or supplements thereof, and to file
such documents with the Securities and Exchange Commission; and to do any and
all acts and things and to execute any and all instruments that said attorneys
and agents and each of them may deem necessary or desirable to enable D & E
Communications, Inc. to comply with the Securities Exchange Act of 1934, as
amended, and any requirements of the Securities and Exchange Commission
thereunder including specifically, but without limiting the generality of the
foregoing, power and authority to sign the name of the undersigned director
and/or officer in such capacity, to any application, report, instrument,
certificate, form or other document, and any and all supplements and amendments
thereto, to be filed on behalf of said corporation with the Securities and
Exchange Commission; and the undersigned hereby ratifies and confirms all
that said attorneys-in-fact and agents, or any of them, or their or his
or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents on the date
set forth opposite his or her name below.
/s/ John Amos
Date: June 3, 1996 ____________________________________
John Amos
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of D & E Communications, Inc. hereby constitutes and appoints Mrs. Anne B.
Sweigart and W. Garth Sprecher and each of them, the undersigned's true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution in each, for the undersigned in his or her name, place and stead,
in any and all capacities (including the undersigned's capacity as a director
and/or officer of D & E Communications, Inc.) granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
execute any and all instruments which said attorneys-in-fact and agents, or any
of them, may deem necessary or advisable or which may be required to enable
D & E Communications, Inc. to comply with the Securities Act of 1933, as
amended, and any rules, regulations or requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration
under said Act of up to 300,000 shares of Common Stock and the offering
thereof, pursuant to the D & E Communications, Inc. Employee Stock Purchase
Plan, as fully to all intents and purposes as the undersigned might or could
do in person, including specifically, but without limiting the generality of
the foregoing, the power and authority to sign the name of the undersigned in
the capacity of director and/or officer of D & E Communications, Inc. to any
registration statement to be filed with the Securities and Exchange Commission
in respect of said Common Stock, to any and all amendments and supplements to
any such registration statements, including post-effective amendments thereto,
and to any instruments or documents filed as part of or in connection with any
such registration statements or amendments or supplements thereof, and to file
such documents with the Securities and Exchange Commission; and to do any and
all acts and things and to execute any and all instruments that said attorneys
and agents and each of them may deem necessary or desirable to enable D & E
Communications, Inc. to comply with the Securities Exchange Act of 1934, as
amended, and any requirements of the Securities and Exchange Commission
thereunder including specifically, but without limiting the generality of the
foregoing, power and authority to sign the name of the undersigned director
and/or officer in such capacity, to any application, report, instrument,
certificate, form or other document, and any and all supplements and amendments
thereto, to be filed on behalf of said corporation with the Securities and
Exchange Commission; and the undersigned hereby ratifies and confirms all
that said attorneys-in-fact and agents, or any of them, or their or his
or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents on the date
set forth opposite his or her name below.
/s/ Paul W. Brubaker
Date: May 9, 1996 ____________________________________
Paul W. Brubaker
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of D & E Communications, Inc. hereby constitutes and appoints Mrs. Anne B.
Sweigart and W. Garth Sprecher and each of them, the undersigned's true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution in each, for the undersigned in his or her name, place and stead,
in any and all capacities (including the undersigned's capacity as a director
and/or officer of D & E Communications, Inc.) granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
execute any and all instruments which said attorneys-in-fact and agents, or any
of them, may deem necessary or advisable or which may be required to enable
D & E Communications, Inc. to comply with the Securities Act of 1933, as
amended, and any rules, regulations or requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration
under said Act of up to 300,000 shares of Common Stock and the offering
thereof, pursuant to the D & E Communications, Inc. Employee Stock Purchase
Plan, as fully to all intents and purposes as the undersigned might or could
do in person, including specifically, but without limiting the generality of
the foregoing, the power and authority to sign the name of the undersigned in
the capacity of director and/or officer of D & E Communications, Inc. to any
registration statement to be filed with the Securities and Exchange Commission
in respect of said Common Stock, to any and all amendments and supplements to
any such registration statements, including post-effective amendments thereto,
and to any instruments or documents filed as part of or in connection with any
such registration statements or amendments or supplements thereof, and to file
such documents with the Securities and Exchange Commission; and to do any and
all acts and things and to execute any and all instruments that said attorneys
and agents and each of them may deem necessary or desirable to enable D & E
Communications, Inc. to comply with the Securities Exchange Act of 1934, as
amended, and any requirements of the Securities and Exchange Commission
thereunder including specifically, but without limiting the generality of the
foregoing, power and authority to sign the name of the undersigned director
and/or officer in such capacity, to any application, report, instrument,
certificate, form or other document, and any and all supplements and amendments
thereto, to be filed on behalf of said corporation with the Securities and
Exchange Commission; and the undersigned hereby ratifies and confirms all
that said attorneys-in-fact and agents, or any of them, or their or his
or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents on the date
set forth opposite his or her name below.
/s/ Ronald E. Frisbie
Date: May 9, 1996 ____________________________________
Ronald E. Frisbie
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of D & E Communications, Inc. hereby constitutes and appoints Mrs. Anne B.
Sweigart and W. Garth Sprecher and each of them, the undersigned's true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution in each, for the undersigned in his or her name, place and stead,
in any and all capacities (including the undersigned's capacity as a director
and/or officer of D & E Communications, Inc.) granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
execute any and all instruments which said attorneys-in-fact and agents, or any
of them, may deem necessary or advisable or which may be required to enable
D & E Communications, Inc. to comply with the Securities Act of 1933, as
amended, and any rules, regulations or requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration
under said Act of up to 300,000 shares of Common Stock and the offering
thereof, pursuant to the D & E Communications, Inc. Employee Stock Purchase
Plan, as fully to all intents and purposes as the undersigned might or could
do in person, including specifically, but without limiting the generality of
the foregoing, the power and authority to sign the name of the undersigned in
the capacity of director and/or officer of D & E Communications, Inc. to any
registration statement to be filed with the Securities and Exchange Commission
in respect of said Common Stock, to any and all amendments and supplements to
any such registration statements, including post-effective amendments thereto,
and to any instruments or documents filed as part of or in connection with any
such registration statements or amendments or supplements thereof, and to file
such documents with the Securities and Exchange Commission; and to do any and
all acts and things and to execute any and all instruments that said attorneys
and agents and each of them may deem necessary or desirable to enable D & E
Communications, Inc. to comply with the Securities Exchange Act of 1934, as
amended, and any requirements of the Securities and Exchange Commission
thereunder including specifically, but without limiting the generality of the
foregoing, power and authority to sign the name of the undersigned director
and/or officer in such capacity, to any application, report, instrument,
certificate, form or other document, and any and all supplements and amendments
thereto, to be filed on behalf of said corporation with the Securities and
Exchange Commission; and the undersigned hereby ratifies and confirms all
that said attorneys-in-fact and agents, or any of them, or their or his
or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents on the date
set forth opposite his or her name below.
/s/ Robert M. Lauman
Date: May 9, 1996 ____________________________________
Robert M. Lauman
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of D & E Communications, Inc. hereby constitutes and appoints Mrs. Anne B.
Sweigart and W. Garth Sprecher and each of them, the undersigned's true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution in each, for the undersigned in his or her name, place and stead,
in any and all capacities (including the undersigned's capacity as a director
and/or officer of D & E Communications, Inc.) granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
execute any and all instruments which said attorneys-in-fact and agents, or any
of them, may deem necessary or advisable or which may be required to enable
D & E Communications, Inc. to comply with the Securities Act of 1933, as
amended, and any rules, regulations or requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration
under said Act of up to 300,000 shares of Common Stock and the offering
thereof, pursuant to the D & E Communications, Inc. Employee Stock Purchase
Plan, as fully to all intents and purposes as the undersigned might or could
do in person, including specifically, but without limiting the generality of
the foregoing, the power and authority to sign the name of the undersigned in
the capacity of director and/or officer of D & E Communications, Inc. to any
registration statement to be filed with the Securities and Exchange Commission
in respect of said Common Stock, to any and all amendments and supplements to
any such registration statements, including post-effective amendments thereto,
and to any instruments or documents filed as part of or in connection with any
such registration statements or amendments or supplements thereof, and to file
such documents with the Securities and Exchange Commission; and to do any and
all acts and things and to execute any and all instruments that said attorneys
and agents and each of them may deem necessary or desirable to enable D & E
Communications, Inc. to comply with the Securities Exchange Act of 1934, as
amended, and any requirements of the Securities and Exchange Commission
thereunder including specifically, but without limiting the generality of the
foregoing, power and authority to sign the name of the undersigned director
and/or officer in such capacity, to any application, report, instrument,
certificate, form or other document, and any and all supplements and amendments
thereto, to be filed on behalf of said corporation with the Securities and
Exchange Commission; and the undersigned hereby ratifies and confirms all
that said attorneys-in-fact and agents, or any of them, or their or his
or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents on the date
set forth opposite his or her name below.
/s/ G. William Ruhl
Date: May 9, 1996 ____________________________________
G. William Ruhl
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of D & E Communications, Inc. hereby constitutes and appoints Mrs. Anne B.
Sweigart and W. Garth Sprecher and each of them, the undersigned's true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution in each, for the undersigned in his or her name, place and stead,
in any and all capacities (including the undersigned's capacity as a director
and/or officer of D & E Communications, Inc.) granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
execute any and all instruments which said attorneys-in-fact and agents, or any
of them, may deem necessary or advisable or which may be required to enable
D & E Communications, Inc. to comply with the Securities Act of 1933, as
amended, and any rules, regulations or requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration
under said Act of up to 300,000 shares of Common Stock and the offering
thereof, pursuant to the D & E Communications, Inc. Employee Stock Purchase
Plan, as fully to all intents and purposes as the undersigned might or could
do in person, including specifically, but without limiting the generality of
the foregoing, the power and authority to sign the name of the undersigned in
the capacity of director and/or officer of D & E Communications, Inc. to any
registration statement to be filed with the Securities and Exchange Commission
in respect of said Common Stock, to any and all amendments and supplements to
any such registration statements, including post-effective amendments thereto,
and to any instruments or documents filed as part of or in connection with any
such registration statements or amendments or supplements thereof, and to file
such documents with the Securities and Exchange Commission; and to do any and
all acts and things and to execute any and all instruments that said attorneys
and agents and each of them may deem necessary or desirable to enable D & E
Communications, Inc. to comply with the Securities Exchange Act of 1934, as
amended, and any requirements of the Securities and Exchange Commission
thereunder including specifically, but without limiting the generality of the
foregoing, power and authority to sign the name of the undersigned director
and/or officer in such capacity, to any application, report, instrument,
certificate, form or other document, and any and all supplements and amendments
thereto, to be filed on behalf of said corporation with the Securities and
Exchange Commission; and the undersigned hereby ratifies and confirms all
that said attorneys-in-fact and agents, or any of them, or their or his
or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents on the date
set forth opposite his or her name below.
/s/ Steven B. Silverman
Date: May 9, 1996 ____________________________________
Steven B. Silverman
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of D & E Communications, Inc. hereby constitutes and appoints Mrs. Anne B.
Sweigart and W. Garth Sprecher and each of them, the undersigned's true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution in each, for the undersigned in his or her name, place and stead,
in any and all capacities (including the undersigned's capacity as a director
and/or officer of D & E Communications, Inc.) granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
execute any and all instruments which said attorneys-in-fact and agents, or any
of them, may deem necessary or advisable or which may be required to enable
D & E Communications, Inc. to comply with the Securities Act of 1933, as
amended, and any rules, regulations or requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration
under said Act of up to 300,000 shares of Common Stock and the offering
thereof, pursuant to the D & E Communications, Inc. Employee Stock Purchase
Plan, as fully to all intents and purposes as the undersigned might or could
do in person, including specifically, but without limiting the generality of
the foregoing, the power and authority to sign the name of the undersigned in
the capacity of director and/or officer of D & E Communications, Inc. to any
registration statement to be filed with the Securities and Exchange Commission
in respect of said Common Stock, to any and all amendments and supplements to
any such registration statements, including post-effective amendments thereto,
and to any instruments or documents filed as part of or in connection with any
such registration statements or amendments or supplements thereof, and to file
such documents with the Securities and Exchange Commission; and to do any and
all acts and things and to execute any and all instruments that said attorneys
and agents and each of them may deem necessary or desirable to enable D & E
Communications, Inc. to comply with the Securities Exchange Act of 1934, as
amended, and any requirements of the Securities and Exchange Commission
thereunder including specifically, but without limiting the generality of the
foregoing, power and authority to sign the name of the undersigned director
and/or officer in such capacity, to any application, report, instrument,
certificate, form or other document, and any and all supplements and amendments
thereto, to be filed on behalf of said corporation with the Securities and
Exchange Commission; and the undersigned hereby ratifies and confirms all
that said attorneys-in-fact and agents, or any of them, or their or his
or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents on the date
set forth opposite his or her name below.
/s/ W. Garth Sprecher
Date: June 3, 1996 ____________________________________
W. Garth Sprecher
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of D & E Communications, Inc. hereby constitutes and appoints Mrs. Anne B.
Sweigart and W. Garth Sprecher and each of them, the undersigned's true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution in each, for the undersigned in his or her name, place and stead,
in any and all capacities (including the undersigned's capacity as a director
and/or officer of D & E Communications, Inc.) granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
execute any and all instruments which said attorneys-in-fact and agents, or any
of them, may deem necessary or advisable or which may be required to enable
D & E Communications, Inc. to comply with the Securities Act of 1933, as
amended, and any rules, regulations or requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration
under said Act of up to 300,000 shares of Common Stock and the offering
thereof, pursuant to the D & E Communications, Inc. Employee Stock Purchase
Plan, as fully to all intents and purposes as the undersigned might or could
do in person, including specifically, but without limiting the generality of
the foregoing, the power and authority to sign the name of the undersigned in
the capacity of director and/or officer of D & E Communications, Inc. to any
registration statement to be filed with the Securities and Exchange Commission
in respect of said Common Stock, to any and all amendments and supplements to
any such registration statements, including post-effective amendments thereto,
and to any instruments or documents filed as part of or in connection with any
such registration statements or amendments or supplements thereof, and to file
such documents with the Securities and Exchange Commission; and to do any and
all acts and things and to execute any and all instruments that said attorneys
and agents and each of them may deem necessary or desirable to enable D & E
Communications, Inc. to comply with the Securities Exchange Act of 1934, as
amended, and any requirements of the Securities and Exchange Commission
thereunder including specifically, but without limiting the generality of the
foregoing, power and authority to sign the name of the undersigned director
and/or officer in such capacity, to any application, report, instrument,
certificate, form or other document, and any and all supplements and amendments
thereto, to be filed on behalf of said corporation with the Securities and
Exchange Commission; and the undersigned hereby ratifies and confirms all
that said attorneys-in-fact and agents, or any of them, or their or his
or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents on the date
set forth opposite his or her name below.
/s/ Anne B. Sweigart
Date: June 3, 1996 ____________________________________
Anne B. Sweigart
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of D & E Communications, Inc. hereby constitutes and appoints Mrs. Anne B.
Sweigart and W. Garth Sprecher and each of them, the undersigned's true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution in each, for the undersigned in his or her name, place and stead,
in any and all capacities (including the undersigned's capacity as a director
and/or officer of D & E Communications, Inc.) granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
execute any and all instruments which said attorneys-in-fact and agents, or any
of them, may deem necessary or advisable or which may be required to enable
D & E Communications, Inc. to comply with the Securities Act of 1933, as
amended, and any rules, regulations or requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration
under said Act of up to 300,000 shares of Common Stock and the offering
thereof, pursuant to the D & E Communications, Inc. Employee Stock Purchase
Plan, as fully to all intents and purposes as the undersigned might or could
do in person, including specifically, but without limiting the generality of
the foregoing, the power and authority to sign the name of the undersigned in
the capacity of director and/or officer of D & E Communications, Inc. to any
registration statement to be filed with the Securities and Exchange Commission
in respect of said Common Stock, to any and all amendments and supplements to
any such registration statements, including post-effective amendments thereto,
and to any instruments or documents filed as part of or in connection with any
such registration statements or amendments or supplements thereof, and to file
such documents with the Securities and Exchange Commission; and to do any and
all acts and things and to execute any and all instruments that said attorneys
and agents and each of them may deem necessary or desirable to enable D & E
Communications, Inc. to comply with the Securities Exchange Act of 1934, as
amended, and any requirements of the Securities and Exchange Commission
thereunder including specifically, but without limiting the generality of the
foregoing, power and authority to sign the name of the undersigned director
and/or officer in such capacity, to any application, report, instrument,
certificate, form or other document, and any and all supplements and amendments
thereto, to be filed on behalf of said corporation with the Securities and
Exchange Commission; and the undersigned hereby ratifies and confirms all
that said attorneys-in-fact and agents, or any of them, or their or his
or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents on the date
set forth opposite his or her name below.
/s/ Charles E. Thomas
Date: May 9, 1996 ____________________________________
Charles E. Thomas
EXHIBIT 99.1
D & E COMMUNICATIONS, INC.
EMPLOYEE STOCK PURCHASE PLAN
The following constitutes the Employee Stock Purchase Plan of D & E
Communications, Inc. (the "Company").
Section 1. Purpose. The D & E Communications, Inc. Employee Stock Purchase
Plan (the "Plan") is intended to facilitate, through accumulated employee
payroll deductions, the participation by eligible employees of the Company and
its Designated Subsidiaries in the ownership and economic progress of the
Company by offering such employees the opportunity to purchase shares of the
Company's Common Stock, par value $.16 per share ("Common Stock"), during
defined stock purchase periods.
Section 2. Administration.
a. Committee. The Plan shall be administered by a committee (the
"Committee") appointed by the Board of Directors of the Company. The Committee
shall be constituted so that at all relevant times it meets the then-applicable
requirements of Rule 16b-3 (or its successor) promulgated under the Securities
Exchange Act of 1934, as amended ("Rule 16b-3"). Subject to the direction of the
Board of Directors and the express provisions of the Plan, the Committee shall
be authorized: to prescribe, amend and rescind rules and regulations relating to
the Plan and the Committee's administration thereof; to interpret the Plan; to
fix the terms of the offering under the Plan; to restrict participation in the
Plan consistent with any requirement of law or regulation; to suspend the
operation of the Plan; and to make all other determinations necessary to the
administration of the Plan, including the appointment of individuals to
facilitate the day-to-day operation thereof. The Committee's determinations as
to the interpretation and operation of the Plan shall be final and conclusive.
b. Secretary. The Secretary of the Company (the "Secretary"), or such other
person as the Committee may designate, shall, under the direction of the
Committee, maintain records, send detailed statements of account to Participants
and perform such other duties relating to the Plan as the Committee may specify
from time to time. The Secretary will hold for safekeeping the shares purchased
under the Plan in accounts for the Participants ("Plan Accounts") until
termination of participation in the Plan or until a written request is received
for withdrawal of all or part of a Participant's shares. Shares acquired under
the Plan and held by the Secretary may be registered in the name of a nominee as
agent for Participants in the Plan.
Section 3. Shares Subject to the Plan. Shares of Common Stock to be
acquired by Participants under the Plan shall be acquired from the Company and
may be either original issue or treasury shares. Subject to adjustment under
Section 19, not more than 300,000 shares of Common Stock may be acquired by
Participants under the Plan.
<PAGE>
Section 4. Eligibility. "Eligible Employee" shall mean each person who, on
any day during an Enrollment Period (as defined in Section 7) is an Employee (as
defined in Section 5) of the Company or a Designated Subsidiary, and has
completed at least one year of Continuous Service.
As a condition to being or remaining an Eligible Employee, the
Committee may also require that the legal guardian of a Participant who is not,
for any reason, competent to enter into a contract, affirm the Participant's
actions with respect to the Plan. The Committee may develop rules and make
determinations as to the effect of temporary or longer-term interruptions in
services and in active employment on an Employee's eligibility for purposes of
the Plan.
Section 5. Certain Definitions. The following definitions shall apply for
purposes of the Plan:
"Designated Subsidiary" shall mean the Subsidiaries which have been
designated by the Board from time to time in its sole discretion as eligible to
participate in the Plan.
"Subsidiary" shall mean any corporation in which the Company owns, directly
or indirectly, shares in number exceeding 50% of the voting capital stock
thereof, whether or not such corporation now exists or is hereafter organized or
acquired by the Company.
"Employee" shall mean each person, including an officer, on the
then-current payroll of employees of the Company or a Designated Subsidiary,
excluding (1) a person whose customary employment is less than 19 hours per week
and in aggregate less than 1,000 hours annually and (2) a person whose customary
employment is not for more than five months in any calendar year.
"Continuous Service" shall mean the period of time that an Employee has
been continually on the payroll of employees of the Company and/or one or more
of the Designated Subsidiaries.
Section 6. Stock Purchase Periods. The opportunity to purchase such shares
of Common Stock under the Plan shall be offered during continuous periods of one
calendar month each in duration ("Stock Purchase Period"). From time to time,
the Committee, in its sole discretion, may limit the aggregate number of shares
of Common Stock to be available, or may limit the maximum number of shares which
may be purchased by each Participant, during any Stock Purchase Period. If the
Plan becomes oversubscribed for any Stock Purchase Period, the Committee may
adopt rules for prorating the available Common Stock among Participants and
refunding excess amounts held in the Participant's Stock Purchase Accounts
established by Section 7 of the Plan.
Section 7. Enrollment and Payroll Deductions.
a. An Eligible Employee may enroll as a Participant in the Plan no later
than the fifteenth (15th) business day of the month preceding the month in which
payroll deductions under the Plan commence ("Enrollment Period") or during any
such other Enrollment Period as may be established by the Committee. Enrollment
in the Plan shall be made by completing and filing the prescribed payroll
deduction authorization form provided by the Company and filing such form with
the Company.
-2-
<PAGE>
b. A participant may elect payroll deductions of any whole percentage from
two percent (2%) through ten percent (10%) of the Participant's regular pay,
shift pay, overtime and double-time pay, vacation, personal illness pay, holiday
pay, jury duty, personal holidays, commissions, funeral pay and paid time off
and such other amounts as may be included by the Committee ("Current
Compensation"). All other elements of compensation are excluded from Current
Compensation. Such elected percentage may be increased or decreased under the
Plan by the Participant's filing of a new authorization form with the Company's
payroll office during a subsequent Enrollment Period, but the Participant shall
not be entitled to suspend payroll deductions except by withdrawing from the
Plan pursuant to Section 14.
c. The Company or the Designated Subsidiary will maintain a bookkeeping
account in U.S. dollars to reflect each Participant's payroll deductions
hereunder ("Stock Purchase Account"). The funds recorded in the Stock Purchase
Accounts will be included in general corporate funds, and no interest will be
paid by the Company or a Designated Subsidiary on such funds. A Participant may
not pay into a Stock Purchase Account other than by payroll deduction.
Section 8. Fair Market Value. In any determination of fair market value
under the Plan, the fair market value of one share of Common Stock shall mean
the average of the average bid and asked prices per share of Common Stock for
each trading day during the 30 calendar days prior to the day for which the
determination of fair market value is required, as reported in the "pink sheets"
by the National Association of Securities Dealers; provided, that if the Common
Stock is reported on the National Association of Securities Dealers, Inc.,
Automated Quotation System, or any similar system of automated dissemination of
quotations of securities, then the fair market value of the Common Stock will be
the average of the high and low sales prices of the Common Stock on the day in
question or, if no trades are reported for such day, on the last trading day, or
if last sale prices are reported, then the fair market value of the Common Stock
will be the last sale price of the Common Stock on that day or trading day, as
the case may be; provided, that if the Common Stock is listed on a national
securities exchange, the fair market value shall be the last sale price on the
day in question, or if no trades were reported for such day, on the last trading
day; provided, however, that, in any case, if the Committee determines for any
reason that the fair market value as so determined does not accurately reflect
the fair market value of the Common Stock, then the Committee may, in its sole
and absolute discretion, establish the fair market value of the Common Stock for
purposes of the Plan, which fair market value shall be conclusive and binding
for all purposes hereunder. For purposes of purchasing Common Stock for the
Participants' Plan Accounts, the fair market value shall be calculated on the
last business day of each Stock Purchase Period. For purposes of determining the
value of fractional shares upon withdrawal or Plan termination, the fair market
value shall be determined as soon as practicable after withdrawal or Plan
termination. For purposes of dividend reinvestment under the Plan (see Section
17), the fair market value shall be determined on such basis as the Committee
shall deem appropriate.
-3-
<PAGE>
No shares shall be sold by the Company to Participants in the Plan at less
than the par value of such shares.
Section 9. Purchases of Common Stock. As soon as practicable after the last
business day of each Stock Purchase Period, the Company shall transfer to the
Secretary shares of Common Stock with a fair market value, as defined in Section
8, equal to the combined balance of all Participants' Stock Purchase Accounts on
the last day of the Stock Purchase Period; provided, however, that the fair
market value of the shares so transferred may be less than the combined balance
of all Participants' Stock Purchase Accounts on the last day of the Stock
Purchase Period in the event of an oversubscription during any Stock Purchase
Period as provided in Section 3 and provided, further, that no such transfer
shall be made by the Company in the event the Plan is terminated as provided in
Section 21. The Secretary shall allocate the Common Stock among the
Participants' Plan Accounts established pursuant to Section 2 in proportion to
the funds in their respective Stock Purchase Accounts.
Section 10. Fractional Shares. Unless otherwise determined by the
Committee, fractional shares of Common Stock, computed to four decimal places,
shall be allocated under the Plan and credited to the Plan Account of each
Participant; however, no certificates will be issued for fractional share
interests credited to a Participant under the Plan. In the event the Committee
determines that fractional shares shall not be so allocated and credited, it
shall establish rules dealing with any amount in a Participant's Stock Purchase
Account or the amount of any dividend to be reinvested under the Plan's dividend
reinvestment program that is insufficient to purchase a whole share of Common
Stock under the Plan.
Section 11. Reports to Participants. As soon as practicable after March,
June, September and December of each year, a quarterly statement of account will
be sent to each Participant. The statement is a Participant's continuing record
of the cost of purchases and should be retained for income tax purposes. In
addition, each Participant will be sent copies of other communications sent to
holders of the Company's Common Stock, including the Company's Annual Report,
the Notice of Annual Meeting and Proxy Statement, and any Internal Revenue
Service information for reporting dividend income.
Section 12. Certificates for Shares.
a. No certificate will be issued to a Participant for shares credited to
his or her account until withdrawal of the Participant from the Plan or unless
he or she so requests the Secretary in writing. The number of shares credited to
a Participant's Plan Account will be shown on the Participant's quarterly
statement of account.
b. At any time, a Participant may withdraw shares from his or her Plan
Account by requesting in writing that the Secretary send him or her a
certificate for all or part of the whole shares credited to his or her Plan
Account (see the final paragraph of this Section 12 if shares are to be issued
in other than the Participant's name). This request should be mailed to the
D & E Communications, Inc. Employee Stock Purchase Plan, Brossman Business
Complex, 124 East Main Street, Ephrata, PA 17522, Attention: W. Garth Sprecher.
If, however, a request for withdrawal is received on or after the record
date for a dividend, any cash dividend paid on that dividend payment date
with respect to such shares will still be reinvested for the Participant and
credited to his or her Plan Account. Any remaining whole shares and fractions of
a share will continue to be credited to the Participant's Plan Account.
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c. Certificates will only be issued for whole shares. Certificates for
fractional share interests will not be issued to Participants under any
circumstances.
d. Plan Accounts are maintained in the name of the Participant only and
certificates for whole shares, when issued, will be registered in the name of
the Participant only. Should a Participant want these shares re-registered in
any name other than his or her own name, he or she must make a separate request
for such re-registration indicating such name in his or her request. In the
event of such re-registration, a Participant would be responsible for any
possible transfer taxes and for compliance with any applicable transfer
requirements.
Section 13. Voting Shares Held by the Plan.
a. Both whole and fractional shares (unless the Committee determines not to
allocate fractional shares pursuant to Section 10 hereof) credited to a
Participant's Plan Account will be voted at shareholders' meetings, with
fractional shares having proportionate voting rights, as the Participant directs
in the manner hereinafter provided.
b. A proxy card, together with the Company's proxy statement, will be sent
to each Participant in connection with any annual or special meeting of
shareholders, as in the case of other shareholders who are not Participants.
This proxy will apply only to all shares credited to the Participant's Plan
Account. A separate proxy card and proxy statement will be sent with respect to
any shares registered in the Participant's own name.
c. As in the case of non-Participant shareholders, if no instructions are
indicated on a properly signed and returned proxy card, all of the Participant's
shares -- those registered in his or her name, if any, or those credited to such
Participant's Plan Account, whichever is applicable -- will be voted in
accordance with the proxy card. If the proxy card is not returned or is returned
unsigned, the Participant's shares may be voted only if the Participant or a
duly appointed representative votes in person at the meeting and, as to the
shares credited to the Participant's Plan Account, obtains a proxy from the
shareholder of record of the credited shares, specifically the Secretary or its
nominee.
Section 14. Withdrawal and Termination of Employment.
a. A Participant may withdraw from the Plan at any time by giving notice to
the Company in accordance with rules established by the Committee. This notice
shall be effective in suspending payroll deductions under the Plan as soon as
practicable after receipt by the Company. However, the balance in the
Participant's Stock Purchase Account existing at the time notice becomes
effective in suspending payroll deductions will be utilized for acquisition of
Common Stock pursuant to the Plan. Termination of employment, including death,
of a Participant or failure of a Participant to continue to be an Eligible
Employee shall result in automatic withdrawal from the Plan in accordance with
rules established by the Committee.
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b. Upon withdrawal from the Plan, a certificate shall be issued to the
participant as soon as practicable for the number of whole shares in the
Participant's Plan Account and a check equal to the fair market value
(determined as provided in Section 8) of any fractional shares shall be issued
to the Participant.
c. A Participant who has withdrawn from the Plan shall not be eligible to
re-enroll in the Plan until the third Enrollment Period following the date of
receipt of such Participant's prior notice of withdrawal.
Section 15. Plan Expenses and Responsibilities.
a. The Company shall bear all expenses of administering and operating the
Plan. Such administration and operation by the Company with respect to shares
purchased under the Plan shall cease when a certificate for such shares is
issued (or cash paid for fractional shares in the event of withdrawal or Plan
termination) to the Participant.
b. Neither the Company, the Committee nor the Secretary will be liable
under the Plan for any act done in good faith or for any good-faith omission to
act, including without limitation any claim of liability arising out of failure
to terminate a Participant's Plan Account upon such Participant's death or with
respect to the prices at which shares are purchased for the Participant's Plan
Account, the times when such purchases are made, or with respect to any
fluctuation in market value of the Common Stock.
c. The Participant should recognize that the Company cannot assure the
Participant of a gain or protect him or her against a loss on the shares
purchased under the Plan.
d. The Company reserves the right to interpret and regulate the Plan as it
deems necessary or desirable in connection with the Plan's operation.
Section 16. Rights Non-transferable. Neither the Participant's right to
purchase Common Stock under the Plan nor the funds accumulated in the
Participant's Stock Purchase Account may be sold, transferred, pledged, assigned
or otherwise disposed of by the Participant, and such right is exercisable only
by the Participant or by his or her guardian or legal representative.
Section 17. Dividend Reinvestment Program. All Common Stock held by the
Secretary in a Participant's Plan Account will automatically participate in the
Plan's dividend reinvestment program, whereby any dividends paid with respect to
the Common Stock in a Participant's Plan Account will be reinvested in
additional shares of Common Stock. Such shares will be purchased from the
Company at their fair market value (as defined in Section 8 of the Plan) and
transferred by the Secretary to the Participant's Plan Account. The number of
shares purchased will depend on the amount of the dividends on the shares in the
Participant's Plan Account and the fair market value per share. A Participant's
Plan Account will be credited with that number of shares, including fractions,
if any, as set forth in Section 10 of the Plan, equal to the amount of dividends
to be invested divided by the applicable purchase price per share. If a
Participant is subject to backup withholding under the then applicable Federal
income tax laws, the amount of dividends to be reinvested will be reduced by the
amount required to be withheld by the Company. Participants' Plan Accounts will
be credited with dividends with respect to fractions as well as whole shares.
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Section 18. Rights Offerings, Stock Dividends and Stock Splits.
a. If a Participant is entitled to participate in a rights offering by the
Company, entitlement will be based on his or her total holdings, including
shares credited to the Participant pursuant to the Plan. Rights certificates
will, however, be issued for the number of whole shares only.
b. Any dividend payable in stock or split shares distributed by the Company
on shares held in a Participant's Plan Account will be added to and become part
of such Plan Account. The portion of such dividend distributed on shares
registered in the Participant's own name, if any, will be mailed directly to the
Participant in the same manner as to shareholders who are not Participants.
Section 19. Adjustments in Number of Shares.
a. In the event that a dividend shall be declared upon the Common Stock
payable in shares of said stock, the number of shares of Common Stock available
for issuance pursuant to the Plan shall be adjusted by adding thereto the number
of shares which would have been distributable thereon if such shares had been
outstanding on the date fixed for determining the shareholders entitled to
receive such stock dividend.
b. In the event that the outstanding shares of Common Stock shall be
changed into or exchanged for a different number or kind of shares of stock or
other securities of the Company or of another corporation, whether through
reorganization, recapitalization, stock split-up, combination of shares, merger
or consolidation, then there shall be substituted for the shares available for
issuance pursuant to the Plan, the number and kind of shares of stock or other
securities which would have been substituted therefor if such shares had been
outstanding on the date fixed for determining the shareholders entitled to
receive such changed or substituted stock or other securities.
c. In the event there shall be any change, other than specified in this
Section 19, in the number or kind of outstanding shares of Common Stock of the
Company or of any stock or other securities into which such Common Stock shall
be changed or for which it shall have been exchanged, then if the Board of
Directors shall determine, in its discretion, that such change equitably
requires an adjustment in the number or kind of shares which are available for
issuance pursuant to the Plan, such adjustment shall be made by the Board of
Directors and shall be effective and binding for all purposes of the Plan.
d. No adjustment or substitution provided for in this Section 19 shall
require the Company to issue or to sell a fractional share under the Plan, and
the total adjustment or substitution may be limited accordingly.
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Section 20. Government Regulation. Notwithstanding any provision of the
Plan, the Company's sale and delivery of Common Stock under the Plan is at all
time subject to obtaining any and all approvals of any governmental authority
required in connection with the authorization, issuance, sale, or delivery of
such Common Stock.
Section 21. Effective Date and Amendment or Termination of Plan.
a. The Plan became effective on June 1, 1994 (the "Effective Date"). The
Plan is the successor to the Denver and Ephrata Telephone and Telegraph Company
Employee Stock Purchase Plan, which successorship became effective on June 7,
1996. The Plan shall automatically terminate ten years from the Effective Date,
unless otherwise terminated or extended by the Board of Directors; provided,
however, that unless otherwise provided by the Committee, payroll deductions
shall not be made with respect to compensation for work completed less than one
month prior to such automatic termination date. Unless shareholder approval
would be required to meet the applicable requirements of Rule 16b-3, the Board
of Directors may by resolution alter, amend, suspend, extend or terminate the
Plan at any time.
b. Upon termination of the Plan, any funds in each Participant's Stock
Purchase Account shall be refunded to the Participant within 30 days of such
termination, a certificate for the whole number of shares in each Participant's
Plan Account shall be issued to the Participant and a check equal to the fair
market value (determined as provided in Section 8) of any fractional shares
shall be issued to the Participant. However, in the event the Company or its
successor terminates the Plan for the purpose of establishing another employee
stock purchase plan, a Participant in the Plan will be enrolled automatically in
such other plan and shares credited to his or her Plan Accounts will be credited
automatically under such other plan, unless proper notice is received to the
contrary.
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