<PAGE>
Registration No. 333-_____________
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
DAKOTA TELECOMMUNICATIONS GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
--------------------
DELAWARE 91-1845100
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
29705 453RD AVENUE, IRENE, SOUTH DAKOTA 57037-0066
(Address of Principal Executive Offices) (Zip Code)
DAKOTA TELECOMMUNICATIONS GROUP, INC.
1997 STOCK INCENTIVE PLAN
(Full Title of the Plan)
CRAIG A. ANDERSON Copies to: TRACY T. LARSEN
DAKOTA TELECOMMUNICATIONS GROUP, INC. JEFFREY A. OTT
29705 453RD AVENUE WARNER NORCROSS & JUDD LLP
IRENE, SOUTH DAKOTA 57037-0066 900 OLD KENT BUILDING
111 LYON STREET, N.W.
GRAND RAPIDS, MICHIGAN 49503-2487
(Name and Address of Agent for Service)
(605) 263-3301
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Maximum Proposed Maximum
Securities to Amount to be Offering Price Aggregate Amount of
be Registered Registered Per Share<F2><F3> Offering Price<F2><F3> Registration Fee
<S> <C> <C> <C> <C>
Common Stock, 175,000 shares<F1> $4.84 $847,000.00 $256.67
No Par Value
<FN>
<F1> Plus an indeterminate number of additional shares as may be required
to be issued in the event of an adjustment as a result of an increase
in the number of issued shares of Common Stock resulting from a
<PAGE>
subdivision of such shares, the payment of stock dividends or certain
other capital adjustments.
<F2> Estimated solely for the purpose of calculating the registration fee.
<F3> On September 30, 1997, the book value of the Common Stock of Dakota
Telecommunications Group, Inc. ("Dakota") was $4.84 per share. The
registration fee is computed in accordance with Rule 457(h)(1).
</TABLE>
=============================================================================
<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Dakota Telecommunications Group,
Inc. ("DTG" or the "Registrant") with the Securities and Exchange
Commission are incorporated in this registration statement by reference:
(a) The Registrant's Prospectus and Ballot/Proxy Statement
filed as part of its Registration Statement on Form S-4 (No.
333-22025), dated June 13, 1997.
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") since the end of the Registrant's latest fiscal
year covered by the financial statements included in the
Prospectus and Ballot/Proxy Statement referred to in (a) above.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment that indicates that all securities offered
have been sold or that deregisters all securities remaining unsold from the
date of filing of such documents shall be deemed to be incorporated by
reference in this registration statement and to be a part of this
registration statement from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
COMMON STOCK. Holders of common stock, no par value, of DTG
("Common Stock") are entitled to dividends out of funds legally available
for that purpose if, as and when declared by the Board of Directors of DTG.
Certain covenants in existing loan agreements between DTG and the Rural
Telephone Finance Cooperative ("RTFC") would limit the circumstances under
which DTG would be permitted to pay dividends or make other distributions
to stockholders. Under these agreements, the RTFC must authorize
distributions other than in shares of stock unless certain financial ratio
requirements are met. The dividend rights of Common Stock also are subject
to the rights of any share of preferred stock, no par value, of DTG
("Preferred Stock") which have been or may be issued. Each holder of
Common Stock is entitled to one vote for each share held on each matter
presented for stockholder action. Common Stock has no preemptive rights,
cumulative voting rights, conversion rights or redemption provisions.
In the case of any liquidation, dissolution or winding up of the
affairs of DTG, holders of Common Stock would be entitled to receive, pro
-2-
<PAGE>
rata, any assets distributable to common stockholders in respect of the
number of shares held by them. The liquidation rights of Common Stock
would be subject to the rights of holders of any DTG Preferred Stock which
could be issued in the future.
All outstanding shares of Common Stock are, and all shares to be
issued under the Plan when issued will be, fully paid and nonassessable.
PROVISIONS AFFECTING CONTROL OF DTG
Some provisions of DTG's Certificate of Incorporation may have an
anti-takeover impact and may make tender offers, proxy contests and certain
mergers more difficult to consummate.
CLASSIFIED BOARD. DTG's Certificate of Incorporation classifies
the Board of Directors into three classes serving staggered, three-year
terms. Classification of the Board could have the effect of extending the
time during which the existing Board of Directors could control the
operating policies of DTG even though opposed by the holders of a majority
of the outstanding shares of Common Stock.
NOMINATION OF DIRECTORS. Under DTG's Certificate of
Incorporation, all nominations for directors by stockholders are required
to be delivered to DTG in writing at least 120 days prior to the notice of
an annual meeting of stockholders or, in the case of a special meeting of
stockholders at which a director or directors are to be elected, at least
seven days after the notice of the special meeting. A nomination that is
not received prior to these deadlines will not be placed on the ballot.
The Board believes that advance notice of nominations by stockholders
affords a meaningful opportunity to consider the qualifications of the
proposed nominees and, to the extent deemed necessary or desirable by the
Board of Directors, provides an opportunity to inform stockholders about
such qualifications. Although this nomination procedure does not give the
Board of Directors any power to approve or disapprove stockholder
nominations for the election of directors, the nomination procedure could
have the effect of precluding a nomination for the election of directors at
a particular meeting if the proper procedures are not followed.
REMOVAL OF DIRECTORS. Under DTG's Certificate of Incorporation,
subject to the rights of any class of stock then outstanding, any director
could be removed from office, but only for cause, and only by stockholder
action. Generally, the vote for removal would require the affirmative vote
of a majority of shares entitled to vote at an election of directors.
However, if less than the entire Board was to be removed, no single
director could be removed if the votes cast against the director's removal
would be sufficient to elect the director if then cumulatively voted at an
election of the class of directors of which the director is a part.
"Cause" for removal can only be present in the circumstances specified in
DTG's Certificate of Incorporation. "Cause" is present when: (i) the
-3-
<PAGE>
director whose removal is proposed has been convicted of a felony by a
court of competent jurisdiction and such conviction is no longer subject to
direct appeal; (ii) the director has been adjudicated by a court of
competent jurisdiction to be liable for negligence, or misconduct, in the
performance of such person's duty to the corporation in a matter of
substantial importance to the corporation and such adjudication is no
longer subject to a direct appeal; (iii) the director has become mentally
incompetent, whether or not so adjudicated, which mental incompetency
directly affects such person's ability as a director of the corporation; or
(iv) the director's actions or failure to act have been in derogation of
the director's duties, as provided in DTG's Bylaws or otherwise provided by
law. Any proposal for removal pursuant to (iii) or (iv) that is initiated
by the Board of Directors for submission to the stockholders would require
the affirmative vote of at least two-thirds of the total number of
directors then in office, excluding the director who is the subject of the
removal action and who is not entitled to vote thereon.
QUALIFICATION OF DIRECTORS. Under DTG's Certificate of
Incorporation, no person who has asserted or asserts any "Claim" (defined
below) against the corporation or any subsidiary (a "Plaintiff"), and no
person who was or became associated or affiliated with any Plaintiff (a
"Related Person"), is eligible to be elected or to serve as a director
until the Claim is "Finally Resolved" (defined below). A director who was
validly nominated and elected as a director and who thereafter became a
Plaintiff or Related Person would continue as a director for the remainder
of the term for which the director was elected or until the director's
resignation or removal. A director who was or became a Plaintiff or a
Related Person is required to either (i) promptly take all steps necessary
to cause the director to be neither a Plaintiff nor Related Person or (ii)
if the director cannot do so and the Claim is not Finally Resolved within
the "Resolution Period" (defined below), resign as a director, effective
immediately, at or before the end of such Resolution Period.
A "Claim" means any claim, cross-claim, counterclaim or third-party
claim pled in any action, suit or proceeding before any court,
governmental agency or instrumentality, arbitrator or similar body or
authority. However, certain claims are excluded, including: (i) one which,
when aggregated with all other claims asserted by the Plaintiff or any
Related Person of such Plaintiff against the corporation or any subsidiary
that have not been Finally Resolved, could not, if decided adversely to the
corporation or a subsidiary, along with all other aggregated claims,
cross-claims, counterclaims and third-party claims, result in liability in
excess of 10 percent of the consolidated current assets of the corporation as
of the most recent quarter or render the corporation insolvent; (ii) one
arising pursuant to a contract between the corporation and the pertinent
Plaintiff or Related Person that was approved by a majority of the
"continuing directors," including without limitation, claims arising under
any indemnity or employment contract; and (iii) claims asserted in the
right of the corporation (i.e., derivative actions).
-4-
<PAGE>
The term "Finally Resolved" means that a final order has been
rendered with respect to the Claim and all available appeals from such
order have been exhausted or the time for seeking such review has expired.
The term "Resolution Period" means the 30-day period beginning on the
earlier of (i) the date on which a director of the corporation notifies the
Board that the director has become a Plaintiff or Related Person or
(ii) the date on which the Board determines that a director has become a
Plaintiff or Related Person. However, the Board can (but is not required
to) extend a Resolution Period by up to 15 days if the director establishes
to the Board's satisfaction a reasonable likelihood that the Claim will be
Finally Resolved or such director will cease to be both a Plaintiff and a
Related Person during that extra 15-day period.
The Board of Directors will not nominate any person for election
as a director unless (i) the prospective nominee has provided the Board
with (A) all information necessary or appropriate to enable the Board to
determine whether the nominee is a Plaintiff or a Related Person and (B) a
signed statement that the prospective nominee is not aware of any reason
not disclosed to the Board why the prospective nominee would or might be
considered a Plaintiff or Related Person and (ii) after receipt of the
items the Board determines that the prospective nominee is not a Plaintiff
or Related Person.
Any stockholder who is uncertain whether any person the
stockholder desires to nominate for election as a director is a Plaintiff
or Related Person may request a determination from the Board concerning
that matter, upon delivering to the Board certain information and other
items and complying with certain deadlines. Within 10 days after receiving
a properly submitted request (or, if it is impossible or impracticable to
do so during such period, as soon as practicable thereafter), the Board is
required to consider the request and determine whether or not the candidate
is a Plaintiff or Related Person who could not be nominated for election to
the Board.
If a candidate who was the subject of a proper and timely
submitted request was determined not to be a Plaintiff or Related Person
and the request was submitted at least five days in advance of the last
date on which the requesting stockholder otherwise would have been entitled
to give notice of intent to nominate the candidate, then the Board's
determination operates as a waiver of the time limits otherwise applicable
to the giving of such notice of intent to the extent, if any, necessary to
afford the stockholder a period of five days after receipt of the Board's
notice within which to give notice of intent to nominate the candidate.
If the Board determined that the candidate was a Plaintiff or
Related Person and the request was submitted at least five days in advance
of the last date on which the requesting stockholder otherwise would have
been entitled to give notice of intent to nominate, then the Board's
determination operates as a waiver of the time limits otherwise applicable
-5-
<PAGE>
to the giving of notice of intent to nominate to the extent, if any,
necessary to afford the requesting stockholder a period of 15 days after
receipt of the Board's notice within which to give notice of intent to
nominate another person in lieu of the ineligible candidate.
Whenever any stockholder was afforded an additional time period
within which to give notice of intention to nominate, the Board may afford
the other stockholders of the corporation a comparable additional period of
time within which to give such notice.
While the Board of Directors believes that these provisions
ensure that directors and nominees for election as directors will not have
significant conflicts of interest with the corporation, they may have the
effect of making stockholder nominations of director candidates more
difficult.
BOARD EVALUATION OF CERTAIN OFFERS. DTG's Certificate of
Incorporation provides that the Board of Directors will not initiate,
approve, adopt or recommend any offer of any person or entity (other than
DTG) to make a tender or exchange offer for any Common Stock or Preferred
Stock, to merge or consolidate DTG with any other entity, or to purchase or
acquire all or substantially all of DTG's assets, unless and until the
Board has evaluated the offer and determined that it would be in compliance
with all applicable laws and that the offer is in the best interests of DTG
and its stockholders. In doing so, the Board may rely on an opinion of
legal counsel who is independent from the offeror, and/or may test such
legal compliance in front of any court or agency that may have appropriate
jurisdiction over the matter.
In making its determination as to whether the transaction would
be in the best interests of the corporation and its stockholders, the Board
is required to consider all factors it deems relevant, including but not
limited to: (i) the adequacy and fairness of the consideration to be
received by DTG and/or its stockholders, considering historical trading
prices of Common Stock, the price that could be achieved in a negotiated
sale of DTG as a whole, past offers to other corporations and the future
prospects of DTG; (ii) the possible social and economic impact of the
proposed transaction on DTG, its employees, customers and suppliers; (iii)
the potential social and economic impact of the proposed transaction on the
communities in which DTG and its subsidiaries operate or are located; (iv)
the business and financial condition and earnings prospects of the offering
party; (v) the competence, experience and integrity of the offering party
and its management; and (vi) the intentions of the offering party regarding
the use of the assets of DTG to finance the transaction.
"BLANK CHECK" PREFERRED STOCK AND PREFERRED STOCK RIGHTS PLAN.
DTG's Certificate of Incorporation authorizes the Board of Directors to
issue up to 250,000 shares of DTG Preferred Stock from time to time in one
or more series with such designations, powers, preferences and relative
-6-
<PAGE>
voting, distribution, dividend, liquidation, transfer, redemption,
conversion and other rights, preferences, qualifications, limitations or
restrictions as may be provided for the issue of such series by resolution
adopted by DTG's Board of Directors. The Certificate of Incorporation also
designates 15,000 of such 250,000 shares as Series A Junior Participating
Preferred Stock for possible issuance in connection with a Preferred Stock
Purchase Rights Plan which the Board of Directors of DTG enacted following
the consummation of the Merger. No additional stockholder action is
necessary to issue any of such Preferred Stock.
SUPERMAJORITY VOTE PROVISIONS. DTG's Certificate of
Incorporation contains certain provisions that impose a supermajority vote
requirement to approve certain "business combinations" involving an
"interested stockholder." Article X provides that, in addition to any vote
required by law or other provisions of the Certificate of Incorporation,
the affirmative vote of not less than 80 percent of the outstanding shares
of "voting stock" (which is defined as all shares of DTG's stock that are
entitled to vote generally in the election of directors, voting as a single
class) is required for the approval of certain "business combinations"
between the corporation or a subsidiary and any "interested stockholder."
A "business combination" is generally defined for purposes of
Article X as including mergers, sales of all or substantially all of the
assets of the corporation and certain other transactions. An "interested
stockholder" is defined as a person (other than DTG, its majority-owned
subsidiaries or their employee benefit plans), who, alone or together with
affiliated persons, beneficially owns 10 percent or more of the voting
stock of DTG, as well as certain other persons that are affiliated with an
interested stockholder.
These requirements do not apply if the transaction is approved by
a majority of the "continuing directors," which are directors who are not
affiliated with an interested stockholder and who were either (i) elected
to the Board prior to the time that the interested stockholder became an
interested stockholder or (ii) designated, before their initial election as
directors, as continuing directors by a majority of the then-continuing
directors. The term excludes, however, certain persons that became
directors as a result of election contests within the meaning of Rule 14a-11
under the Exchange Act or other types of proxy solicitations.
In addition, Article XII provides that, in addition to any vote
required by law or other provisions of the Certificate of Incorporation,
the affirmative vote of at least 80 percent of the shares held by persons
who are not interested stockholders (as defined in Article X) is required
to approve business combinations (as defined in Article X) of the
corporation or a majority owned subsidiary with any interested stockholder.
This requirement does not apply if (i) the business combination was
approved by a majority of the continuing directors (as defined in Article
X) or (ii) certain other detailed conditions are satisfied.
-7-
<PAGE>
RESTRICTIONS ON AMENDMENTS TO CERTIFICATE OF INCORPORATION AND
BYLAWS OF DTG. Several provisions of DTG's Certificate of Incorporation
require a greater-than-majority vote to be amended. Specifically, Article
XV(A) provides that no amendment to the Certificate of Incorporation may
alter, modify or repeal any or all of the provisions of Article XII
(supermajority vote/fair price requirement for certain business
combinations) or Article XV(A), unless the amendment is adopted by the
affirmative vote of not less than 80 percent of the outstanding shares of
voting stock held by stockholders who are not interested stockholders.
Also, Article XV(B) of DTG's Certificate of Incorporation
provides that no amendment shall alter, modify or repeal any or all of the
provisions of Articles VII (powers of the Board of Directors), VIII (Board
of Directors classification, nomination, qualification, etc.), IX
(stockholder action by written consent), X (supermajority vote required for
certain business combinations), XI (non-stockholder constituency provision)
or XIII (limitation of certain director liability), and the stockholders
would not have the right to alter, modify or repeal any or all provisions
of the Bylaws of the corporation, unless such amendment, alteration,
modification or repeal is adopted by the affirmative vote of the holders of
not less than 80 percent of the outstanding shares of voting stock.
However, the provisions of Article XV(B) do not apply to, and such 80
percent vote is not required for, any amendment, alteration, modification
or repeal which has first been approved by (i) the affirmative vote of 80
percent of the entire Board of Directors, including the affirmative vote of
at least one director of each class of the Board of Directors and (ii) the
affirmative vote of two-thirds of the continuing directors.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
DTG's Certificate of Incorporation requires indemnification of
DTG's directors and executive officers to the maximum extent permitted by
Delaware law. As to other persons who are not directors or executive
officers but who may be eligible for indemnification, the Certificate of
Incorporation provides that such persons may be indemnified by DTG to the
extent permissible by law and the Certificate and authorized by the Board
of Directors. The Certificate further provides that DTG may purchase and
maintain insurance to cover such expenses, whether or not indemnification
would be permissible under the Delaware law in the absence of insurance.
Delaware law generally permits indemnification of expenses
incurred in the defense or settlement of a derivative or third-party
action, provided that there is a determination by a majority vote of
disinterested directors (even though less than a quorum) or, if there are
-8-
<PAGE>
no such directors, or if such directors so direct, by independent legal
counsel in a written opinion or by the stockholders, that the person
seeking indemnification acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to a criminal proceeding, which the person
had no reasonable cause to believe the person's conduct was unlawful.
Without court approval, however, no indemnification may be made in respect
of any derivative action in which the person is adjudged liable to the
corporation. Delaware law requires indemnification of expenses when the
individual being indemnified has successfully defended the action on the
merits or otherwise.
DTG has entered into Indemnity Agreements with each of its
directors and executive officers ("Business Leaders") which indemnifies the
Business Leaders to the maximum extent allowable by law. The
indemnification required under the Agreements could include indemnification
for liabilities arising under the Securities Act of 1933.
All of the above provisions could affect the liability of DTG's
directors and officers in their capacities as such.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits have been filed or incorporated by
reference as part of this registration statement:
EXHIBIT
NUMBER DOCUMENT
4(a) The Corporation's Certificate of Incorporation as amended,
previously filed as Exhibit 3.1 to the Registrant's
Quarterly Report on Form 10-QSB for the period ended June
30, 1997, is incorporated herein by reference.
4(b) The Corporation's Bylaws, previously filed as Exhibit 3.2 to the
Registrant's Registration Statement on Form S-4 (No. 333-22025)
dated June 13, 1997, are incorporated herein by reference.
4(c) The Dakota Telecommunications Group, Inc. 1997 Stock Incentive
Plan, included as Appendix J of the Prospectus and Ballot/Proxy
Statement filed as part of the Registrant's Registration
Statement on Form S-4 (No. 333-22025) dated June 13, 1997, is
incorporated herein by reference.
-9-
<PAGE>
5(a) Opinion Regarding Legality of Securities Offered.
23(a) Consent of Warner Norcross & Judd LLP--Included in Exhibit
5(a) and incorporated herein by reference.
23(b) Consent of Independent Auditors.
24 Powers of Attorney.
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:
(i) include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933 (the
"Securities Act");
(ii) reflect in the prospectus any facts or events
which, individually or together, represent a
fundamental change in the information set forth in the
registration statement;
(iii) include any additional or changed
material information on the plan of distribution;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is incorporated
by reference from periodic reports filed by the Registrant
pursuant to the Exchange Act.
(2) That, for determining any liability under the
Securities Act, it will treat each post-effective amendment
as a new registration statement of the securities offered,
and the offering of such securities at that time to be the
initial BONA FIDE offering.
(3) To file to a post-effective amendment to remove
from registration any of the securities that remain unsold
at the end of the offering.
(b) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
-10-
<PAGE>
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 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.
-11-
<PAGE>
SIGNATURES
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 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 City of Irene and the State of South
Dakota, on this 21st day of November, 1997.
DAKOTA TELECOMMUNICATIONS
GROUP, INC.
By /S/THOMAS W. HERTZ
Thomas W. Hertz
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Form S-8 Registration Statement has been signed by the following persons in
the capacities and on the date indicated.
SIGNATURE TITLE DATE
/S/ROSS L. BENSON* Director November 21, 1997
Ross L. Benson
/S/DALE Q. BYE* Director November 21, 1997
Dale Q. Bye
/S/ D. CHRISTENSEN, JR.* Director November 21, 1997
Edward D. Christensen, Jr.
/S/JEFFREY J. GOEMAN* Director November 21, 1997
Jeffrey J. Goeman
/S/JAMES H. JIBBEN* Director November 21, 1997
James H. Jibben
/S/PALMER O. LARSON* Director November 21, 1997
Palmer O. Larson
/S/JEFFREY PARKER* Director November 21, 1997
Jeffrey Parker
-12-
<PAGE>
SIGNATURE TITLE DATE
/S/JOHN (JACK) A. ROTH* Director November 21, 1997
John (Jack) A. Roth
/S/JOHN A. SCHAEFER* Director November 21, 1997
John A. Schaefer
/S/CRAIG A. ANDERSON Director, Executive Vice November 21, 1997
Craig A. Anderson President - Marketing and
Chief Financial Officer and
Treasurer
(Principal Accounting and
Financial Officer)
/S/THOMAS W. HERTZ Director, President and November 21, 1997
Thomas W. Hertz Chief Executive Officer
(Principal Executive Officer)
*By /S/THOMAS W. HERTZ November 21, 1997
Thomas W. Hertz
Attorney-in-Fact
-13-
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DOCUMENT
4(a) The Corporation's Certificate of Incorporation as
amended, filed as Exhibit 3.1 to the Registrant's
Quarterly Report on Form 10-QSB for the period ended
June 30, 1997, is incorporated herein by reference.
4(b) The Corporation's Bylaws, filed as Exhibit 3.2 to the
Registrant's Registration Statement on Form S-4 (No.
333-22025) dated June 13, 1997, are incorporated herein
by reference.
4(c) The Dakota Telecommunications Group, Inc. 1997 Stock
Incentive Plan, included as Appendix J of the
Prospectus and Ballot/Proxy Statement filed as part of
the Registrant's Registration Statement on Form S-4
(No. 333-22025), dated June 13, 1997, is incorporated
herein by reference.
5(a) Opinion Regarding Legality of Securities Offered.
23(a) Consent of Warner Norcross & Judd LLP--Included in
Exhibit 5(a) and incorporated herein by reference.
23(b) Consent of Independent Auditors.
24 Powers of Attorney.
<PAGE>
EXHIBIT 5(a) AND 23(a)
WARNER NORCROSS & JUDD LLP
Attorneys At Law
900 Old Kent Building
111 Lyon Street, N.W.
Grand Rapids, Michigan 49503-2487
Telephone: (616) 752-2000
Fax: (616) 752-2500
November 21, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Dakota Telecommunications Group, Inc.
Registration Statement on Form S-8
Dakota Telecommunications Group, Inc.
1997 STOCK INCENTIVE PLAN
Dear Sir or Madam:
We represent Dakota Telecommunications Group, Inc., a Delaware
corporation (the "Company"), with respect to the above-captioned
Registration Statement on Form S-8 (the "Registration Statement") filed
pursuant to the Securities Act of 1933 (the "Act") to register 175,000
shares of Common Stock.
As counsel for the Company, we are familiar with its Certificate
of Incorporation and Bylaws and have reviewed the various proceedings taken
by the Company to authorize the issuance of the Common Stock to be sold
pursuant to the Registration Statement. We have also reviewed and assisted
in preparing the Registration Statement. In our review, we have assumed
the genuineness of all signatures, the legal capacity of all natural
persons, the authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to us as
certified or photostatic copies and the authenticity of the originals of
such copies.
On the basis of the foregoing, and except as stated herein, we
are of the opinion that when the Registration Statement has become
effective under the Act, any and all shares of Common Stock which are the
subject of the Registration Statement will, when issued upon payment of the
purchase price therefore to the Company, be validly issued, fully paid and
nonassessable.
<PAGE>
Securities and Exchange Commission
November 21, 1997
Page 2
___________________________________
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement on Form S-8 covering the Common Stock to be issued
pursuant to the 1997 Stock Incentive Plan.
Very truly yours,
WARNER NORCROSS & JUDD LLP
By: /S/JEFFREY A. OTT
Jeffrey A. Ott
A Partner
<PAGE>
EXHIBIT 23(b)
CONSENT OF INDEPENDENT PUBLIC AUDITORS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 18, 1997, on our audits of
the consolidated financial statements of Dakota Cooperative
Telecommunications, Inc. and subsidiaries as of December 31, 1996 and 1995
and for the years then ended, which report is included in Appendix G of the
Prospectus and Ballot/Proxy Statement filed as part of the Registration
Statement (No. 333-22025) dated June 13, 1997.
/S/OLSEN THIELEN & CO., LTD.
OLSEN THIELEN & CO., LTD.
St. Paul, Minnesota
November 21, 1997
<PAGE>
EXHIBIT 24
LIMITED POWER OF ATTORNEY
The undersigned, in his or her capacity as a director
or officer, or both, as the case may be, of Dakota
Telecommunications Group, Inc., does hereby appoint THOMAS W.
HERTZ and CRAIG A. ANDERSON, and either of them, his or her
attorney or attorneys with full power of substitution to execute
in his or her name, in his or her capacity as a director or
officer, as the case may be, of Dakota Telecommunications Group,
Inc., a Form S-8 Registration Statement of Dakota
Telecommunications Group, Inc. for the 1997 Stock Incentive Plan,
any and all pre-effective of post-effective amendments to such
Registration Statement, and to file the same with all exhibits
thereto and all other documents in connection therewith with the
Securities and Exchange Commission.
Dated September 30, 1997.
/s/James H. Jibben
James H. Jibben
/s/John Schaefer
John Schaefer
/s/Palmer Larson
Palmer Larson
/s/Jeffrey Parker
Jeffrey Parker
/s/Jeff Goeman
Jeff Goeman
/s/Edward Christensen, Jr.
Edward Christensen, Jr.
/s/Dale Q. Bye
Dale Q. Bye
/s/Ross L. Benson
Ross L. Benson
/s/John A. Roth
John A. Roth
