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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
DAKOTA TELECOMMUNICATIONS GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 91-1845100
(State of incorporation or organization) (IRS Employer Identification No.)
29705 453RD AVENUE
IRENE, SOUTH DAKOTA 57037-0066
(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box [ ] box [X]
Securities Act registration statement file number to which this form
relates: NOT APPLICABLE
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK
(Title of Class)
PREFERRED STOCK PURCHASE RIGHTS
(Title of Class)
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
CAPITAL STOCK
Currently, the authorized capital stock of Dakota Telecommunications
Group, Inc. (the "Company") consists of 5,000,000 shares of common stock,
no par value ("Common Stock"), and 250,000 shares of preferred stock, no
par value ("Preferred Stock"). However, at the May 13, 1998 annual meeting
the Company's stockholders will vote on whether to amend Article IV of the
Company's Certificate of Incorporation to increase the Company's authorized
capital stock to 10,000,000 shares of Common Stock and 250,000 shares of
Preferred Stock. As of March 16, 1998, 1,907,255 authorized shares of
Common Stock were issued and outstanding.
COMMON STOCK. Holders of 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 the Company. Certain covenants in existing loan
agreements between the Company and the Rural Telephone Finance Cooperative
("RTFC") limit the circumstances under which Company would be permitted to
pay dividends or make other distributions to Company 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 the Company's Common Stock also are subject to the
rights of any Company Preferred Stock which has been or may be issued.
Since the formation of the Company in 1997, the Company has not paid cash
dividends on Common Stock.
Each holder of the Company's Common Stock is entitled to one vote for
each share held on each matter presented for stockholder action. Company
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 the Company, holders of the Company's Common Stock would be
entitled to receive, pro rata, any assets distributable to common
stockholders in respect of the number of shares held by them. The
liquidation rights of the Company's Common Stock would be subject to the
rights of holders of any Company Preferred Stock which could be issued in
the future.
All outstanding shares of the Company's Common Stock are fully paid
and nonassessable.
PREFERRED STOCK. The Company is authorized to issue, without further
stockholder approval, up to 250,000 shares of the Company's Preferred Stock
from time to time in one or more series with such designations, powers,
preferences and relative voting, distribution, dividend, liquidation,
transfer, redemption, conversion and other rights, preferences,
qualifications, limitations or restrictions as may be provided for the
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issue of such series by resolution adopted by Company's Board of Directors.
Such Preferred Stock could have priority over Common Stock as to dividends
and as to the distribution of the Company's assets upon any liquidation,
dissolution or winding up of the Company.
The Board of Directors has implemented a Preferred Stock Purchase
Rights Plan. In connection with such plan, the Company's Certificate of
Incorporation designates 15,000 shares of Preferred Stock as Series A
Junior Participating Preferred Stock for use in connection with such plan,
which is described below.
OTHER PROVISIONS AFFECTING CONTROL OF THE COMPANY
Some provisions of the Company's Certificate of Incorporation may have
an anti-takeover impact and may make tender offers, proxy contests and
certain mergers more difficult to consummate.
PROVISIONS REGARDING THE BOARD OF DIRECTORS.
CLASSIFIED BOARD. The Company'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 the Company even though opposed by the
holders of a majority of the outstanding shares of Common Stock.
NOMINATION OF DIRECTORS. Under the Company's Certificate of
Incorporation, all nominations for directors by stockholders would be
required to be delivered to the Company 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 would be
elected, at least seven days after the notice of the special meeting. A
nomination that is not received prior to these deadlines would not be
placed on the ballot. The Board believes that advance notice of
nominations by stockholders would afford a meaningful opportunity to
consider the qualifications of the proposed nominees and, to the extent
deemed necessary or desirable by the Board of Directors, would provide an
opportunity to inform stockholders about such qualifications. Although
this nomination procedure would 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 were not followed.
REMOVAL OF DIRECTORS. Under the Company'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
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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 could only be present in the
circumstances specified in the Company's Certificate of Incorporation.
"Cause" is present when: (i) the 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
Company in a matter of substantial importance to the Company 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 Company; or (iv) the director's actions or failure to act have been in
derogation of the director's duties, as provided in the Company'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 shall not be entitled to vote
thereon.
QUALIFICATION OF DIRECTORS. Under the Company's Certificate of
Incorporation, no person who has asserted or asserts any "Claim" (defined
below) against the Company or any subsidiary (a "Plaintiff"), and no person
who was or became associated or affiliated with any Plaintiff (a "Related
Person"), would be eligible to be elected or to serve as a director until
the Claim was "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 would be 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 has not been
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 Company or any subsidiary that have
not been Finally Resolved, could not, if decided adversely to the Company
or a subsidiary, along with all other aggregated claims, cross-claims,
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counterclaims and third-party claims, result in liability in excess of 10%
of the consolidated current assets of the Company as of the most recent
quarter or render the Company insolvent; (ii) one arising pursuant to a
contract between the Company and the pertinent Plaintiff or Related Person
that was approved by a majority of the Continuing Directors (as defined
below), including without limitation, claims arising under any indemnity or
employment contract; and (iii) claims asserted in the right of the Company
(i.e., derivative actions).
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 Company 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 could (but would not be 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 would be
Finally Resolved or such director would cease to be both a Plaintiff and a
Related Person during that extra 15-day period.
The Board of Directors would 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 could 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 would be
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
would operate as a waiver of the time limits otherwise applicable to the
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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 would operate as a waiver of the time limits otherwise
applicable 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 Company 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 Company, they may have the
effect of making stockholder nominations of director candidates more
difficult.
BOARD EVALUATION OF CERTAIN OFFERS. The Company's Certificate of
Incorporation provides that the Board of Directors would not initiate,
approve, adopt or recommend any offer of any person or entity (other than
the Company) to make a tender or exchange offer for any of the Company's
Common Stock or Preferred Stock, to merge or consolidate the Company with
any other entity, or to purchase or acquire all or substantially all of the
Company'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 the Company and its stockholders. In
doing so, the Board could 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 Company and its stockholders, the Board would be
required to consider all factors it deemed relevant, including but not
limited to: (i) the adequacy and fairness of the consideration to be
received by the Company and/or its stockholders, considering historical
trading prices of the Company's Common Stock, the price that could be
achieved in a negotiated sale of the Company as a whole, past offers to
other corporations and the future prospects of the Company; (ii) the
possible social and economic impact of the proposed transaction on the
Company, its employees, customers and suppliers; (iii) the potential social
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and economic impact of the proposed transaction on the communities in which
the Company 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 the Company to finance the transaction.
"BLANK CHECK" PREFERRED STOCK AND PREFERRED STOCK RIGHTS PLAN. The
Company's Certificate of Incorporation authorizes the Board of Directors to
issue up to 250,000 shares of the Company's Preferred Stock from time to
time in one or more series with such designations, powers, preferences and
relative 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 the Company's Board of Directors. The Certificate of
Incorporation also designates 15,000 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 the
Company enacted following the consummation of the Merger. No stockholder
vote was taken in connection with the implementation of that plan.
SUPERMAJORITY VOTE PROVISIONS. The Company'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% of the outstanding shares of
"voting stock" (which is defined as all shares of the Company's stock that
are entitled to vote generally in the election of directors, voting as a
single class) would be required for the approval of certain "business
combinations" between the Company 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 Company and certain other transactions. An "interested stockholder" is
defined as a person (other than the Company, its majority-owned
subsidiaries or their employee benefit plans), who, alone or together with
affiliated persons, beneficially owns 10% or more of the voting stock of
the Company, as well as certain other persons that are affiliated with an
interested stockholder.
These requirements would not apply when the transaction was 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
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became directors as a result of election contests within the meaning of
Rule 14a-11 under the Securities Exchange Act of 1934, as amended (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% of the shares held by persons who are
not interested stockholders (as defined in Article X) would be required to
approve business combinations (as defined in Article X) of the Company or a
majority owned subsidiary with any interested stockholder. This
requirement would 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.
RESTRICTIONS ON AMENDMENTS TO CERTIFICATE OF INCORPORATION AND BYLAWS
OF THE COMPANY. Several provisions of the Company'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 could 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% of the outstanding shares of
voting stock held by stockholders who are not interested stockholders.
Also, Article XV(B) of the Company'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 Company, unless such amendment, alteration,
modification or repeal is adopted by the affirmative vote of the holders of
not less than 80% of the outstanding shares of voting stock. However, the
provisions of Article XV(B) would not apply to, and such 80% vote would not
be required for, any amendment, alteration, modification or repeal which
has first been approved by (i) the affirmative vote of 80% 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.
STANDSTILL AGREEMENTS. In connection with certain acquisitions by the
Company (or its corporate predecessor), the Company has entered into
certain standstill agreements (the "Standstill Agreements") with the former
stockholders of the acquired companies (collectively, the "Sellers").
These Standstill Agreements are applicable to shares of the Company's
Common Stock held by the Sellers and restrict their ability to dispose of
shares of the Company's Common Stock and require them to refrain from
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certain other actions related to the Company's Common Stock. The
Standstill Agreements could have the effect of delaying, deterring or
preventing a change in control of the Company.
PREFERRED STOCK PURCHASE RIGHTS
On July 22, 1997, the Board of Directors of the Company declared a
dividend of one Preferred Stock Purchase Right (the "Rights") on each
outstanding share of Common Stock, of the Company to stockholders of record
on August 5, 1997. Due to a two-for-one stock split pursuant to a share
dividend paid to persons who were stockholders of record on January 1, 1998
(the "Stock Split"), each currently outstanding share of Common Stock would
have one-half of a Right. Each Right will entitle the holder thereof until
August 4, 2007 (or, if earlier, until the redemption of the Rights), to buy
one one-hundredth of a share (a "Unit") of Series A Junior Participating
Preferred Stock at an exercise price of $100 per Unit, subject to certain
antidilution adjustments. The Rights will be represented by certificates
for Common Stock and will not be exercisable or transferable apart from the
Common Stock until the earlier of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons
acquired, or obtained the right to acquire, beneficial ownership of 15% or
more of the outstanding shares of Common Stock (such person being referred
to as an "Acquiring Person" and the date upon which such person becomes an
Acquiring Person being referred to as the "Stock Acquisition Date"), (ii)
10 business days following the commencement or announcement of an intention
to commence a tender or exchange offer, the consummation of which would
result in beneficial ownership by a person of 15% or more of the
outstanding shares of Common Stock, or (iii) 10 business days after the
Company's Board of Directors determines, pursuant to certain criteria set
forth in the Rights Agreement, that a person beneficially owning 10% or
more of the outstanding shares of Common Stock is an "Adverse Person" (the
earlier of such dates being called the "Distribution Date"). Separate
certificates representing the Rights will be mailed to record holders of
Common Stock as of the Distribution Date. The Rights will first become
exercisable on the Distribution Date, unless earlier redeemed, and could
then begin trading separately from the Common Stock. Until a right is
exercised, the holder thereof, as such, will have no rights as a
stockholder of the Company with respect to the shares for which the right
is exercisable, including the right to vote or to receive dividends. The
description and terms of the Rights are set forth in a Rights Agreement
(the "Rights Agreement") between the Company and Norwest Bank Minnesota,
N.A., as Rights Agent (the "Rights Agent").
Each share of Preferred Stock purchasable upon exercise of the Rights
will have a minimum preferential quarterly dividend rate of $10 per share
but will be entitled to an aggregate dividend of 100 times the dividend
declared on the shares of Common Stock. In the event of liquidation, the
holders of Preferred Stock will receive a minimum preferred liquidation
payment of $100 per share but will be entitled to receive an aggregate
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liquidation payment equal to 100 times the payment made per share of Common
Stock. Each share of Preferred Stock will have 100 votes, voting together
with the Common Stock. In the event of any merger, consolidation or other
transaction in which shares of Common Stock are exchanged, each share of
Preferred Stock will be entitled to receive 100 times the amount received
per share of Common Stock. The rights of the holders of Preferred Stock as
to dividends, liquidation and voting, and in the event of mergers and
consolidations, are protected by customary antidilution provisions.
Because of the nature of the Preferred Stock's dividend, liquidation and
voting rights, the value of the interest in a share of Preferred Stock
purchasable upon the exercise of each Right should approximate the value of
one share of Common Stock.
In the event that, any time following the Stock Acquisition Date, the
Company were acquired in a merger or other business combination transaction
or in the event 50% or more of its assets or earning power is sold, proper
provision will be made so that each holder of a Right shall thereafter have
the right to receive, upon the exercise thereof at the then current
exercise price of the Right, that number of shares of common stock of the
acquiring company which at the time of such transaction would have a market
value of two times the exercise price of the Right. Alternatively, in the
event that, any time following the Distribution Date, the Company were the
surviving corporation in a merger with an Acquiring Person and its Common
Stock was not changed or exchanged, or an Acquiring Person were to engage
in certain specified self-dealing transactions with the Company, or an
Acquiring Person becomes the beneficial owner of more than 15% of the then
outstanding shares of Common Stock, or a person had been or was designated
as an Adverse Person by the Company's Board of Directors in accordance with
the criteria set forth in the Rights Agreement, proper provision shall be
made so that each holder of a Right, other than the Acquiring Person,
Adverse Person and certain related parties (whose Rights will thereafter be
void), will thereafter have the right to receive upon exercise of a Right
that number of shares of Common Stock having a market value of two times
the exercise price of such Right.
The Rights are redeemable, in whole but not in part, at a price of
$.01 per Right at any time prior to the designation of a person as an
Adverse Person under the Rights Plan or the fifteenth day after the Stock
Acquisition Date. Immediately upon the action of the Board of Directors
ordering redemption of the Rights, the Rights will terminate and
thereafter, the only right of holders of the Rights will be to receive the
redemption price. The Rights will expire on August 4, 2007 (unless earlier
redeemed).
The purchase price payable, and the number of one one-hundredths of a
share of Preferred Stock or other securities or property issuable, upon
exercise of the Rights is subject to adjustment from time to time to
prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Preferred Stock,
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(ii) as a result of the grant to holders of the Preferred Stock of certain
rights or warrants to subscribe for Preferred Stock or convertible
securities at less than the current market price of the Preferred Stock, or
(iii) upon the distribution to holders of the Preferred Stock of evidences
of indebtedness or assets (excluding regular periodic cash dividends) or of
subscription rights or warrants (other than those referred to above). With
certain exceptions, no adjustment in the purchase price will be required
until cumulative adjustments require an adjustment of at least 1% in such
purchase price.
Other than those provisions relating to the principal economic terms
of the Rights, any of the provisions of the Rights Agreement may be amended
by the Board of Directors of the Company prior to the Distribution Date.
After the Distribution Date, the provisions of the Rights Agreement may be
amended by the Board in order to cure any ambiguity, to make changes which
do not adversely affect the interests of holders of Rights, or to shorten
or lengthen any time period under the Rights Agreement, so long as no
amendment to adjust the time period governing redemption shall be made at a
time when the Rights are not redeemable.
As of August 5, 1997, there were 985,216 shares of Common Stock
outstanding. One Right was distributed to stockholders of the Company for
each share of Common Stock owned of record by them on August 5, 1997. As a
result of the Stock Split, each share of Common Stock has one-half of a
Right associated with it. As long as the Rights are attached to the Common
Stock, the Company will issue one-half of a Right with each new share of
Common Stock issued. The Company's Board of Directors has reserved for
issuance upon exercise of the Rights 15,000 shares of Preferred Stock.
The Rights have certain antitakeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the
Company on terms not approved by the Company's Board of Directors, except
pursuant to an offer conditioned on the Rights being redeemed. The Rights
should not interfere with any merger or other business combination approved
by the Board of Directors prior to the fifteenth day after the Stock
Acquisition Date since the Rights may be redeemed by the Company at $.01
per Right prior to such time.
The Rights Agreement, dated as of July 22, 1997, between the Company
and Norwest Bank Minnesota, N.A., as Rights Agent, specifying the terms of
the Rights (which includes as Exhibit A the form of Rights Certificate and
as Exhibit B the Summary of Rights to Purchase Preferred Stock) is filed as
an exhibit to this Registration Statement and incorporated herein by
reference. The foregoing description of the Rights is qualified by
reference to such exhibits.
Item 2. EXHIBITS.
The following exhibits are filed as part of this Registration
Statement:
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NUMBER EXHIBIT
1 Certificate of Incorporation of Dakota Telecommunications Group,
Inc., a Delaware corporation. Filed as Exhibit 3.1 to the
Registrant's Report on Form 10-QSB for the quarter ended June 30,
1997 and here incorporated by reference.
2 Bylaws of Dakota Telecommunications Group, Inc., a Delaware
corporation, as amended. Filed as Exhibit 3.2 to the
Registrant's Registration Statement on Form SB-2 (Reg. No.
333-43709) and here incorporated by reference.
3 Rights Agreement, dated as of July 22, 1997, between the Company
and Norwest Bank Minnesota, N.A., which includes the form of
Rights Certificate as Exhibit A and the Summary of Rights to
Purchase Preferred Stock as Exhibit B. Filed as Exhibit 4.3 to
the Registrant's Report on Form 10-QSB for the quarter ended
September 30, 1997 and here incorporated by reference.
4 Standstill Agreement dated November 27, 1996, among Dakota
Cooperative Telecommunications, Inc. and the Selling Shareholders
of TCIC Communications, Inc. Filed as Exhibit 4.7 to the
Registrant's Registration Statement on Form S-4 (Reg. No.
333-22025) (the "S-4 Registration Statement") and here incorporated
by reference.
5 Standstill Agreement dated November 27, 1996, among Dakota
Cooperative Telecommunications, Inc. and the Selling Shareholders
of I-Way Partners, Inc. Filed as Exhibit 4.8 to the S-4
Registration Statement and here incorporated by reference.
6 Dakota Cooperative Telecommunications, Inc. Form of Warrant
Agreement. Filed as Exhibit 4.11 to the S-4 Registration
Statement and here incorporated by reference.
7 Dakota Cooperative Telecommunications, Inc. Form of Option
Agreement. Filed as Exhibit 4.12 to the S-4 Registration
Statement and here incorporated by reference.
8 Agreement Regarding Stock (I-Way Partners, Inc.) dated November
27, 1996. Filed as Exhibit 4.13 to the S-4 Registration
Statement and here incorporated by reference.
9 Agreement Regarding Stock (TCIC Communications, Inc.) dated
November 27, 1996. Filed as Exhibit 4.14 to the S-4 Registration
Statement and here incorporated by reference.
10 Dakota Telecommunications Group, Inc. Common Stock Certificate.
Filed as Exhibit 4.16 to the S-4 Registration Statement and here
incorporated by reference.
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NUMBER EXHIBIT
11 Dakota Telecom, Inc. Loan Agreement with Rural Telephone Finance
Cooperative dated January 29, 1996. Filed as Exhibit 4.34 to the
S-4 Registration Statement and here incorporated by reference.
12 Dakota Cooperative Telecommunications, Inc. and Dakota Telecom,
Inc. Loan Agreement with Rural Telephone Finance Cooperative
dated June 24, 1997. Filed as Exhibit 4.31 to the Registrant's
Report on Form 10-QSB for the quarter ended June 30, 1997 and
here incorporated by reference.
13 Dakota Cooperative Telecommunications, Inc. and Dakota Telecom,
Inc. Mortgage and Security Agreement with Rural Telephone Finance
Cooperative dated June 24, 1997. Filed as Exhibit 4.32 to the
Registrant's Report on Form 10-QSB for the quarter ended June 30,
1997 and here incorporated by reference.
14 Dakota Cooperative Telecommunications, Inc. and Dakota Telecom,
Inc. Pledge and Security Agreement with Rural Telephone Finance
Cooperative dated June 24, 1997. Filed as Exhibit 4.33 to the
Registrant's Report on Form 10-QSB for the quarter ended June 30,
1997 and here incorporated by reference.
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<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
DAKOTA TELECOMMUNICATIONS GROUP, INC.
(Registrant)
Dated: April 28, 1998 By /s/Craig A. Anderson
Craig A. Anderson
President and Chief Financial Officer
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<PAGE>
EXHIBIT INDEX
NUMBER EXHIBIT
1 Certificate of Incorporation of Dakota Telecommunications Group,
Inc., a Delaware corporation. Filed as Exhibit 3.1 to the
Registrant's Report on Form 10-QSB for the quarter ended June 30,
1997 and here incorporated by reference.
2 Bylaws of Dakota Telecommunications Group, Inc., a Delaware
corporation, as amended. Filed as Exhibit 3.2 to the
Registrant's Registration Statement on Form SB-2 (Reg. No.
333-43709) and here incorporated by reference.
3 Rights Agreement, dated as of July 22, 1997, between the Company
and Norwest Bank Minnesota, N.A., which includes the form of
Rights Certificate as Exhibit A and the Summary of Rights to
Purchase Preferred Stock as Exhibit B. Filed as Exhibit 4.3 to
the Registrant's Report on Form 10-QSB for the quarter ended
September 30, 1997 and here incorporated by reference.
4 Standstill Agreement dated November 27, 1996, among Dakota
Cooperative Telecommunications, Inc. and the Selling Shareholders
of TCIC Communications, Inc. Filed as Exhibit 4.7 to the
Registrant's Registration Statement on Form S-4 (Reg. No.
333-22025) (the "S-4 Registration Statement") and here incorporated
by reference.
5 Standstill Agreement dated November 27, 1996, among Dakota
Cooperative Telecommunications, Inc. and the Selling Shareholders
of I-Way Partners, Inc. Filed as Exhibit 4.8 to the S-4
Registration Statement and here incorporated by reference.
6 Dakota Cooperative Telecommunications, Inc. Form of Warrant
Agreement. Filed as Exhibit 4.11 to the S-4 Registration
Statement and here incorporated by reference.
7 Dakota Cooperative Telecommunications, Inc. Form of Option
Agreement. Filed as Exhibit 4.12 to the S-4 Registration
Statement and here incorporated by reference.
8 Agreement Regarding Stock (I-Way Partners, Inc.) dated November
27, 1996. Filed as Exhibit 4.13 to the S-4 Registration
Statement and here incorporated by reference.
9 Agreement Regarding Stock (TCIC Communications, Inc.) dated
November 27, 1996. Filed as Exhibit 4.14 to the S-4 Registration
Statement and here incorporated by reference.
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<PAGE>
NUMBER EXHIBIT
10 Dakota Telecommunications Group, Inc. Common Stock Certificate.
Filed as Exhibit 4.16 to the S-4 Registration Statement and here
incorporated by reference.
11 Dakota Telecom, Inc. Loan Agreement with Rural Telephone Finance
Cooperative dated January 29, 1996. Filed as Exhibit 4.34 to the
S-4 Registration Statement and here incorporated by reference.
12 Dakota Cooperative Telecommunications, Inc. and Dakota Telecom,
Inc. Loan Agreement with Rural Telephone Finance Cooperative
dated June 24, 1997. Filed as Exhibit 4.31 to the Registrant's
Report on Form 10-QSB for the quarter ended June 30, 1997 and
here incorporated by reference.
13 Dakota Cooperative Telecommunications, Inc. and Dakota Telecom,
Inc. Mortgage and Security Agreement with Rural Telephone Finance
Cooperative dated June 24, 1997. Filed as Exhibit 4.32 to the
Registrant's Report on Form 10-QSB for the quarter ended June 30,
1997 and here incorporated by reference.
14 Dakota Cooperative Telecommunications, Inc. and Dakota Telecom,
Inc. Pledge and Security Agreement with Rural Telephone Finance
Cooperative dated June 24, 1997. Filed as Exhibit 4.33 to the
Registrant's Report on Form 10-QSB for the quarter ended June 30,
1997 and here incorporated by reference.
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