<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- - - - - - - - - -
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
- - - - - - - - - -
CHORUS COMMUNICATIONS GROUP, LTD.
(Exact name of registrant as specified in its charter)
Wisconsin 39-1880843
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8501 EXCELSIOR DRIVE, MADISON, WISCONSIN 53717-1932
(Address of principal executive offices) (Zip Code)
Employee Stock Purchase Plan
(Full title of plan)
Darold J. Londo
Vice President and Corporate Counsel
Chorus Communications Group, Ltd.
1912 Parmenter Street, Middleton, WI 53562
(Name and address of agent for service)
608-828-2000
(Telephone number, including area code, of agent for service of
process)
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Proposed Max. Proposed Max. Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Price per Share Price Per Share Fee
Common Stock ________ ____________ ____________ _____________
no par value 250,000 $16.375<F1> $4,093,750 $1,112
<FN>
<F1> Estimated solely for the purpose of determining the
registration fee, computed in accordance with Rule 457(h)
and Rule 457(c) on the basis of the lowest daily average of
the high and low reported prices during the five trading
days preceding this registration as reported by the OTC
Bulletin Board.
</FN>
</TABLE>
PART I.
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION.*
* Information required by Part I to be contained in the
Section 10(a) prospectus is omitted from this Registration
Statement in accordance with Rule 428 under the Securities Act of
1933 and the note to Part I of Form S-8.
PART II.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Company with the
Securities and Exchange Commission are incorporated by reference
in this Registration Statement:
a. Annual Report on Form 10-K for the fiscal
year ended December 31, 1997, filed pursuant to Section
13 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act");
b. Each Quarterly Report filed on Form 10-Q and
each Current Report filed on Form 8-K since December
31, 1997;
c. The description of the Company's Common Stock
contained in the Form 8-A filed on December 2, 1997,
including any amendment or report filed for the purpose
of updating such description.
<PAGE>
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all
securities offered hereby have been sold, or which de-
registers all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration
Statement, and to be a part hereof from the date of filing of
such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to the Wisconsin Business Corporation Law and
the Company's Bylaws, directors and officers of the Company
are entitled to mandatory indemnification from the Company
against certain liabilities and expenses (i) to the extent
such officers or directors are successful in the defense of a
proceeding and (ii) in proceedings in which the director or
officer is not successful in the defense thereof, unless (in
the latter case only) it is determined that the director or
officer breached or failed to perform his/her duties to the
Company and such breach or failure constituted: (a) a willful
failure to deal fairly with the Company or it shareholders in
connection with a matter in which the director or officer had
a material conflict of interest; (b) a violation of the
criminal law, unless the director or officer had reasonable
cause to believe his or her conduct was lawful or had no
reasonable cause to believe his or her conduct was unlawful;
(c) a transaction from which the director or officer derived
an improper personal profit; or (d) willful misconduct. The
Wisconsin Business Corporation Law specifically states that it
is the policy of Wisconsin to require or permit indemnification
in connection with a proceeding involving securities regulation
as described therein, to the extent required or permitted as
described above. Additionally, under the Wisconsin Business
Corporation Law directors of the Company are not subject to
personal liability to the Company, its shareholders or any
person asserting rights on behalf thereof for certain breaches
or failure to perform any duty resulting solely from their
status except in circumstances paralleling those in subparagraphs
(a) through (d) outlined above.
The Company under certain circumstances may advance
expenses for the defense of any action for which
indemnification may be available.
The indemnification provided by the Wisconsin Business
Corporation Law and the Company's Bylaws is not exclusive of
any other rights to which a director or officer of the Company
may be entitled. The general effect of the foregoing
provisions may be to reduce the circumstances which an officer
or director may be required to bear the economic burden of the
foregoing liabilities and expense.
<PAGE>
The Company maintains a liability insurance policy for
its directors and officers as permitted by Wisconsin law,
which may extend to, among other things, liability arising
under the Securities Act of 1933, as amended. The Company
pays the entire premium for this policy.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT INDEX
Exhibit No.
5. Opinion of Counsel
23. Consent of Independent Auditors
99. Employee Stock Purchase Plan
ITEM 9. UNDERTAKINGS.
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that paragraphs (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 contained in
periodic reports filed with or furnished to the Securities and
Exchange Commission by the Company pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934, as
amended, that are incorporated by reference in the
Registration Statement.
<PAGE>
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
that remain unsold at the termination of the offering.
(b) The undersigned Company hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the Company's annual report pursuant
to Section 13(a) or Section 13(d) of the 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 of 1933 may be permitted to
directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Company 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 Madison, State of Wisconsin, on
December 11, 1998.
CHORUS COMMUNICATIONS GROUP, LTD. (Company)
By: /S/ DEAN W. VOEKS (Signature)
Name: DEAN W. VOEKS
Title: CEO/PRESIDENT
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the date indicated.
By: /S/ HOWARD G. HOPEMAN (Signature)
Name: HOWARD G. HOPEMAN
Title: EVP/CFO
Date: DECEMBER 11, 1998
Pursuant to the requirements of the Securities Act of
1933, the trustees (or other persons who administer the
employee benefit plan) have duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Madison, State of
Wisconsin, on December 11, 1998.
EMPLOYEE STOCK PURCHASE PLAN (Plan)
By: /S/ DEAN W. VOEKS (Signature)
Name: DEAN W. VOEKS
Title: CEO/PRESIDENT, CHORUS COMMUNICATION GROUP, LTD.
Pursuant to the requirements of the Securities Act of
1933, as amended, the following persons have signed this
Registration Statement in the capacity indicated.
SIGNATURE TITLE DATE
/S/ G. BURTON BLOCH Director December 3, 1998
G. Burton Bloch
/S/ CHARLES MAULBETSCH Director December 3, 1998
Charles Maulbetsch
/S/ H. LEE SWANSON Director December 3, 1998
H. Lee Swanson
/S/ DOUGLAS J. TIMMERMAN Director December 3, 1998
Douglas J. Timmerman
/S/ DEAN W. VOEKS Director December 3, 1998
Dean W. Voeks
<PAGE>
Exhibit 5
December 11, 1998
Chorus Communications Group, Ltd.
8501 Excelsior Drive
Madison, Wisconsin 53717
Gentlemen:
You have requested our opinion as counsel for Chorus
Communications Group, Ltd., a Wisconsin corporation (the
"Company"), in connection with the registration under the
Securities Act of 1933, as amended, and the Rules and
Regulations promulgated thereunder, of 250,000 shares of
Common Stock ("Stock") of the Company pursuant to the
Company's Employee Stock Purchase Plan ("Plan"), which is
expected to be approved by the Company's stockholders at the
April 21, 1999 Annual Meeting.
We have examined the Company's Registration Statement on Form
S-8 filed with the Securities and Exchange Commission on or
about the date hereof (the "Registration Statement"). We
further have examined the certificate of incorporation, the
Bylaws, the minutes of the Board of Directors of the Company
regarding approval of the Plan, a certificate of an officer of
the Company and such other documents as we deemed pertinent as
a basis for the opinion hereinafter expressed.
In connection with this opinion we have assumed the following:
(a) the authenticity of original documents and genuineness of
all signatures; (b) the conformity to the originals of all
documents submitted to us as copies; and (c) the truth,
accuracy and completeness of the information contained in the
certificates we have reviewed. As to matters of fact material
to our opinions, we have relied on our review of the documents
referred to above and on statements made to us by officers of
the Company. We have not independently verified any factual
matters or any assumptions made by us in this letter and
disclaim any inference as to the reasonableness of any such
assumption.
Based on the foregoing examination, we are of the opinion that
Stock sold pursuant to the Plan will, when issued to the
respective participants, be legally issued, fully paid and
nonassessable, except for up to six months unpaid employee wages,
but not in excess of the consideration paid for the shares, as
provided in Paragraph 180.0622(2)(b), Wisconsin Statutes.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
AXLEY BRYNELSON, LLP
/s/ Daniel T. Hardy
Daniel T. Hardy
DTH:dmr
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of our report dated February 6, 1998, on our audits of the consolidated
financial statements of Chorus Communications Group, Ltd. and subsidiaries as of
December 31, 1997 and 1996, and for each of the three years in the period ended
December 31, 1997, which report is included in the Company's Annual Report on
Form 10-K for the year ended December 31, 1997.
/s/Kiesling Associates LLP
Kiesling Associates LLP
Madison, Wisconsin
December 11, 1998
<PAGE>
Exhibit 99
CHORUS COMMUNICATIONS GROUP, LTD.
EMPLOYEE STOCK PURCHASE PLAN
GENERAL INFORMATION
Chorus Communications Group, Ltd. (the "Company") has its
principal executive offices at 8501 Excelsior Drive, Madison,
Wisconsin.
The Company's Employee Stock Purchase Plan (the "Plan") was
adopted by the Board of Directors on December 3, 1998. It is the
intention of the Company to have the Plan qualify as an "employee
stock purchase plan" under Section 423 of the Internal Revenue
Code of 1986, as amended. The Plan is not subject to the
provisions of the Employee Retirement Income Security Act of
1974. The Plan provides that eligible employees of the Company
and certain designated related companies may purchase shares of
Common Stock of the Company through payroll deductions and/or
cash payments.
EMPLOYEE STOCK PURCHASE PLAN
1. PURPOSE. The Plan provides Eligible Employees of the
Company and its Designated Subsidiaries a convenient and
economical way to commence or increase their ownership of shares
of the Company's Common Stock, and, thereby, to develop a
stronger incentive to work for the continued success of the
Company and the Designated Subsidiaries. Once such an individual
is enrolled as a Participant in the Plan, her/his payroll
deductions or cash payments will be used to purchase Common Stock
under the terms of the Plan. The Participant pays no brokerage
commissions or service charges for purchases under the Plan.
2. DEFINITIONS. As used herein, the following definitions
shall apply:
(a) "Board" shall mean the Board of Directors of the
Company.
(b) "Code" shall mean the Internal Revenue Code of
1986, as amended.
(c) "Committee" shall mean the committee selected by
the Board to administer the Plan.
(d) "Common Stock" shall mean the common stock of the
Company, no par value per share.
(e) "Compensation" shall mean the total cash
remuneration received by an Eligible Employee from
the Company or a Subsidiary as salary, wages, commissions
or other compensation.
<PAGE>
(f) "Designated Subsidiaries" shall mean Subsidiaries
that have been designated by the Board from time to
time in its sole discretion as to whose employees are
eligible to participate in the Plan.
(g) "Effective Date" shall mean, the effective date of
the registration statement filed with the Securities
Exchange Commission.
(h) "Eligible Employee" shall mean any full or part
time employee of the Company or any Designated
Subsidiary regularly scheduled to work 20 or more hours
per week during the respective Offering Period, who is
expected to work a minimum of 20 hours per week more than
five (5) months in a calendar year,and who has completed
three (3) months of employment with the Company or any of
the Designated Subsidiaries at the time of any Common Stock
purchase under the Plan. Any employee who after grant of an
option under the Plan has more than five percent (5%)
of the voting power of the Company or five percent (5%) of the
value of all shares of the Company's common stock will not be
an Eligible Employee.
(i) "Enrollment Date" shall mean the first day of each
Offering Period.
(j) "Exchange Act" means the Securities Exchange Act
of 1934, as amended.
(k) "Exercise Date" shall mean the last day of each
Offering Period.
(l) "Fair Market Value" shall mean, as of any Exercise Date, the
value of Common Stock as of the Trading Day immediately
preceding any Exercise Date determined in the following manners:
(i) If the Common Stock is listed on any
established stock exchange or a national
market system, including without limitation
the National Market System of the National
Association of Securities Dealers, Inc.
Automated Quotation System ("NASDAQ"), the
Fair Market Value shall be the mean between
the highest and lowest quoted selling prices
of the Common Stock (or the mean of the
lowest bid and highest asked prices, if no
sales were reported), as quoted on such
exchange (or the exchange with the greatest
volume of trading in Common Stock) or system
on the date of such determination, as
reported in THE WALL STREET JOURNAL or such
other source as the Committee deems reliable;
or
<PAGE>
(ii) If the Common Stock is quoted on NASDAQ (but
not on the National Market System thereof) or
is regularly quoted by a recognized
securities dealer but selling prices are not
reported, its Fair Market Value shall be the
mean of the closing bid and asked prices for
the Common Stock on the date of such
determination, as reported in THE WALL STREET
JOURNAL or such other source as the Committee
deems reliable; or
(iii)In the absence of an established market
for the Common Stock, its Fair Market Value
shall be determined in good faith by the
Committee.
(m) "Insider" shall mean any director, officer or
principal stockholder as defined under Section 16 of the Exchange
Act.
(n) "Offering Period" shall be a period of
approximately three months, commencing on the first Trading Day
on or after the first day of each calendar quarter and
terminating on the last Trading Day on or prior to the last day
of each calendar quarter.
(o) "Participant" shall mean an Eligible Employee who
elects to participate in the Plan.
(p) "Plan" shall mean this Chorus Communications
Group, Ltd. Employee Stock Purchase Plan.
(q) "Purchase Price" shall mean an amount equal to
100% of the Fair Market Value of one (1) share of Common Stock on
the first day of an Offering Period, or such other percentage
(which may be no less than 85% and no more than 100%) of such
Fair Market Value as may be set by the Board at the beginning of
an Offering Period.
(r) "Stock Subscription Agreement" shall mean the
written subscription agreement of an Eligible Employee for the
purchase of Common Stock in such form as required by the
Committee.
(s) "Subsidiary" shall mean a corporation, which is a
"subsidiary corporation" of the Company within the meaning of
Section 424(f) of the Code or any other entity of which
the Company possesses fifty (50%) percent or more of the total
combined voting power of all classes of ownership interests in
such entity.
(t) "Trading Day" shall mean a day on which NASDAQ is
open for trading.
<PAGE>
3. SHARES SUBJECT TO THE PLAN.
(a) The aggregate number of shares of Common Stock,
which may be issued pursuant to this Plan, shall not exceed
250,000 shares, subject to adjustment upon changes in
capitalization of the Company resulting from a stock split,
reverse stock split, stock dividend, or any other increase or
decrease in the number of shares of Common Stock without receipt
of consideration by the Company. If on a given Exercise Date the
number of shares with respect to which options are to be
exercised exceeds the number of shares then available under the
Plan, then the Company shall make a pro rata allocation of the
shares remaining available for purchase in as uniform a manner as
shall be practicable and as it shall determine to be equitable in
its sole discretion.
(b) The Common Stock subject to the Plan may be newly
issued shares or reacquired shares purchased by the Company on
the open market or otherwise.
4. ADMINISTRATION OF THE PLAN.
(a) APPOINTMENT OF COMMITTEE. The Board shall appoint
the Committee to administer the Plan, which shall consist of no
fewer than three (3) persons who may be either members of the
Board of Directors or employees of the Company.
(b) RULES GOVERNING THE ADMINISTRATION OF
THE COMMITTEE. The Board may from time to time appoint members
of the Committee in substitution for or in addition to members
previously appointed and may fill vacancies, however caused, in
the Committee. The Committee may select one of its members as
its Chairman and shall hold its meetings at such times and places
as it shall deem advisable and may hold telephonic meetings. A
majority of its members shall constitute a quorum. All
determinations of the Committee shall be made by a majority of
its members. The Committee may correct any defect or omission or
reconcile any inconsistency in the Plan, in the manner and to the
extent it shall deem desirable. Any decision or determination
reduced to writing and signed by a majority of the members of
the Committee shall be as fully effective as if it has been made
by a majority vote at a meeting duly called and held. The
Committee may appoint a secretary and shall make such rules and
regulations for the conduct of its business as it shall deem
advisable.
(c) AUTHORITY OF COMMITTEE. Subject to the express
provisions of the Plan, the Committee shall have plenary
authority in its discretion to interpret and construe any and all
provisions of the Plan, to adopt rules and regulations for
administering the Plan, and to make all other determinations
deemed necessary or advisable for administering the Plan. The
Committee's determination on the foregoing matters shall be
conclusive. In administering the Plan, the Committee is
authorized to:
(i) determine the Fair Market Value of the Common
Stock as appropriate under Section 2(l)
above;
(ii) determine if the Company should offer shares
of Common Stock for sale to Eligible
Employees during any given Offering Period;
<PAGE>
(iii)accept or reject for appropriate reasons
the Stock Subscription Agreement tendered by
any Eligible Employee during any Offering
Period;
(iv) determine the maximum amount of money that
may be deducted from payroll and/or
contributed in cash payments during any
Offering Period by all Eligible Employees
collectively;
(v) designate Eligible Employees;
(vi) interpret the Plan and establish rules and
procedures relating to it; and
(vii)make all other determinations necessary
or advisable in order to administer the Plan.
(d) The Committee shall maintain a written record of
their proceedings relating to the administration of the Plan.
All decisions or determinations of the Committee shall be made by
not less than a majority of its members.
(e) All decisions, determinations and interpretations
of the Committee shall be final and conclusive on all persons
affected thereby.
5. EFFECTIVE DATE AND DURATION OF PLAN. The Plan shall
become effective on the Effective Date. The Plan shall continue
in effect from Offering Period to Offering Period, but it may be
amended or terminated by the Company at any time.
6. PURCHASE OF STOCK.
(a) All shares sold to an Eligible Employee under the
Plan shall be sold at the Purchase Price per share.
(b) Each Eligible Employee who elects to purchase
Common Stock pursuant to this Plan must contribute a minimum of
$100 through payroll deductions or cash payments during each
Offering Period in which s/he participates.
(c) Subject to the 10% of compensation and $7,500
limitations as set forth in Section 7(b) below, each Eligible
Employee who elects to purchase Common Stock pursuant to this
Plan may either (1) tender a check payable to the Company in an
amount not less than $100 at least three business days prior to
the Exercise Date, and complete a Stock Subscription Agreement or
(2) complete an authorization for a payroll deduction as set
forth in Section 7 below.
<PAGE>
7. PAYROLL DEDUCTIONS.
(a) An Eligible Employee may become a Participant by
completing a Stock Subscription Agreement and an authorization
for a payroll deduction on the form provided by the Company and
filing it with her/his payroll department on or before the date
set therefor by the Committee, which date shall be prior to the
Enrollment Date. Payroll deductions for a Participant shall
commence on the first payroll following the applicable Enrollment
Date when her/his authorization for a payroll deduction becomes
effective and shall end on the Exercise Date to which such
authorization is applicable.
(b) At the time a Participant files her/his
authorization for payroll deductions, s/he shall elect to have
deductions made from her/his pay on each payday during such time
s/he is a Participant in an Offering Period in an amount
(expressed as a whole number percentage) not exceeding ten
percent (10%) of the Compensation which s/he receives on each pay
day during the Offering Period; provided, however, that in no
event may any Participant have payroll deductions made for any
Offering Period or make cash payments which would result in the
aggregate amount of such deductions and cash payments for the
calendar year containing such Offering Period to exceed $7,500.
(c) All payroll deductions made for a Participant
shall be credited to her/his share purchase account under the
Plan and will be withheld in whole percentages only. A
Participant making payroll deductions may not make any additional
payments into such share purchase account if doing so would
exceed the aggregate dollar limitation set forth in
subsection (b) above. No interest will be paid on payroll
deductions or cash payments credited to, or on deposit in, a
Participant's share purchase account.
(d) (i) Subject to Section 7(d)(ii), a Participant
may discontinue her/his participation in the Plan, as provided in
Section 13 at any time during the Offering Period. Once an
Offering Period has commenced, a Participant may not increase or
decrease the rate of her/his payroll deductions for that Offering
Period, but may, during that Offering Period, increase or
decrease the rate of her/his payroll deductions for the next
succeeding Offering Period, by completing or filing with his/her
payroll department a new payroll authorization form, at least
fifteen (15) business days prior to the end of that Offering
Period, authorizing a change in payroll deduction rate. A
Participant's Stock Subscription Agreement shall remain in effect
for successive Offering Periods unless terminated as provided in
Section 13.
(ii) Sections 7(d)(i) and 13 notwithstanding, the
Committee may require that any election by an Insider to make
cash contributions or payroll deductions during an Offering
Period, or to increase or decrease the rate of such payroll
deductions, shall be made pursuant to an irrevocable election at
least six (6) months prior to the Exercise Date to which such
election relates. For this purpose, the Committee may allow
Insiders to make standing elections that will remain in effect
for consecutive Offering Periods until revoked or changed by the
Insider pursuant to a subsequent six-month advance irrevocable
election.
<PAGE>
(e) In accordance with Section 16 below, at the time
the option is exercised, in whole or in part, or at the time some
or all of the Company's Common Stock issued under the Plan is
disposed of, the Participant must make adequate provisions for
the Company's federal, state, or other tax withholding
obligations, if any, which arise upon the exercise of the option
or the disposition of the Common Stock. At any time, the Company
may, but will not be obligated to, withhold from the
Participant's Compensation the amount necessary for the Company
to meet applicable withholding obligations, including any
withholding required to make available to the Company any tax
deductions or benefits attributable to the sale or early
disposition of Common Stock by the Eligible Employee.
8. GRANT OF OPTION. On the Enrollment Date of each
Offering Period, each Eligible Employee participating in such
Offering Period shall be deemed to have been granted an option to
purchase on the Exercise Date (at the applicable Purchase Price)
up to a number of shares of the Company's Common Stock determined
by dividing such Eligible Employee's payroll deductions and cash
contributions accumulated prior to such Exercise Date and
retained in the Participant's share purchase account as of the
Exercise Date by the applicable Purchase Price; provided,
however, that such purchase shall be subject to the limitations
set forth in Section 7(b). Exercise of the option shall occur as
provided in Section 9, unless the Participant has withdrawn
pursuant to Sections 7(d) and 13. The option shall expire on the
close of business on the Exercise Date.
9. EXERCISE OF OPTION. Unless the Participant withdraws
from the Plan as provided in and Sections 7(d) and 13, his/her
option for the purchase of shares will be exercised automatically
on the Exercise Date, and, subject to the limitations set forth
in Sections 3(a), 6(c) and 7(b), the maximum number of shares
subject to the option shall be purchased for such Participant at
the applicable Purchase Price with the accumulated payroll
deductions and/or cash contributions in his/her share purchase
account. Fractional shares of Common Stock may be purchased at
the discretion of the Committee; if the purchase of fractional
shares is not allowed, any balance remaining in the Participant's
share purchase account will be carried over to the next Offering
Period. No interest will accrue or become payable with respect
to any of the payroll deductions or cash payments of the
Participant.
10. STATEMENT OF ACCOUNT. The Company or its agent will
provide each Participant with a statement within a reasonable
time following the end of each Offering Period that will reflect
the number of shares purchased during the most recent Offering
Period.
11. LEAVE OF ABSENCE. If a Participant goes on a leave of
absence, such Participant shall have the right to elect: (a) to
withdraw the balance in her/his account pursuant to Section 13,
(b) to discontinue contributions to the Plan but remain a
Participant in the Plan, or (c) to remain a Participant in the
Plan during such leave of absence, authorizing deductions to be
made from payments by the Company to the Participant during such
leave of absence and undertaking to make cash payments to the
Plan at the end of each payroll period to the extent that amounts
payable by the Company to such Participant are insufficient to
meet such Participant's authorized Plan deductions.
<PAGE>
A Participant on leave of absence shall, subject to the
election made above, continue to be a Participant in the Plan so
long as such Participant is on continuous leave of absence. A
Participant who has been on leave of absence for more than 90
days and who therefore is not an Eligible Employee for the
purpose of the Plan shall not be entitled to participate in an
Offering Period commencing after the 90th day of such leave of
absence. Notwithstanding any other provisions of the Plan,
unless a Participant on leave of absence returns to regular full
time or part time employment with the Company, or its Designated
Subsidiaries, at the earlier of: (a) the termination of such
leave of absence or (b) three months from the 90th day of such
leave of absence, such Participant's participation in the Plan
shall terminate on whichever of such dates first occurs.
12. ISSUANCE; DELIVERY; RESTRICTION. The shares of Common
Stock purchased for a Participant on or about the Exercise Date
of an Offering Period shall be deemed to have been issued by the
Company for all purposes as of the first business day following
the Exercise Date. Prior to such date, none of the rights and
privileges of a shareholder of the Company shall exist with
respect to such Common Stock. Such issuance shall be evidenced
in the books of the Company in book entry form. Certificates
representing shares of Common Stock acquired under the Plan shall
be delivered in accordance with the written direction of a
Participant made upon the Company's transfer agent.
13. WITHDRAWAL OF SHARE PURCHASE ACCOUNT. A Participant
may withdraw payroll deductions credited to her/his account under
the Plan at any time prior to the Exercise Date by giving written
notice to her/his payroll department. Such notice shall be
effective at the close of four (4) business days after delivery
to the Company. All of the Participant's payroll deductions
credited to her/his share purchase account will be paid to
her/him promptly after receipt of her/his notice of withdrawal,
and no further payroll deductions will be made from her/his pay
during such Offering Period.
14. EFFECT ON SUBSEQUENT PARTICIPATION. A Participant's
withdrawal from any Offering Period will not have any effect upon
her/his eligibility to participate in any succeeding Offering
Period or in any similar plan that may hereafter be adopted by
the Company.
15. TERMINATION OF EMPLOYMENT. Upon termination of a
Participant's employment for any reason, or no reason, including
retirement (but excluding continuation of a leave of absence for
a period beyond 90 days), the Company will deliver to that
Participant the money held in his/her share purchase account
under the Plan.
16. TAX CONSIDERATIONS. Payroll deductions under the Plan
will be made on an after-tax basis. Participants will not be
taxed as a result of participation in the Plan until the time of
disposition of shares acquired under the Plan or the death of the
Participant, provided the holding periods described below are
satisfied. Participants will have a basis in their shares equal
to the Purchase Price plus any amount that must be treated as
ordinary income at the time of disposition of the shares, as
described below. Any additional gain or loss realized on the
disposition of shares acquired under the Plan will be capital
gain or loss.
<PAGE>
In order for a Participant to receive the favorable tax
treatment provided in Section 421(a) of the Code, Section 423(a)
requires that the Participant make no disposition of the shares
within two years from the date the option was granted or within
one year from the date such option was exercised and the shares
were transferred to him/her, whichever is later. If a
Participant disposes of Common Stock acquired pursuant to this
Plan before the expiration of the holding period requirements set
forth above, the Participant will realize, at the time of the
disposition, ordinary income to the extent the Fair Market Value
of the Common Stock on the date the shares were purchased exceeds
the Purchase Price. The difference between the Fair Market Value
on the date the shares were purchased and the amount realized on
disposition is generally treated as long-term or short-term
capital gain or loss, depending on the Participant's holding
period in the Common Stock. The amount treated as ordinary
income may be subject to the income tax withholding requirements
of the Code and any applicable state or local taxing
jurisdictions and FICA withholding requirements. The Participant
will be required to reimburse the Company or the applicable
Designated Subsidiary, either directly or through payroll
deduction, for all withholding taxes (e.g. federal, state and
local income tax, and FICA) the Company or the applicable
Designated Subsidiary is required to pay on behalf of the
Participant. At the time of the disposition, the Company and any
applicable Designated Subsidiary may adopt procedures to assist
it in identifying such deductions. A Participant is required to
notify the Company of any intention to make an early disposition.
The income tax laws are from time to time subject to
legislative changes and new or revised judicial or administrative
interpretations. It is important for each Participant to keep a
record of all withholdings and cash payments for shares, the
number of shares acquired, and the timing of such share
purchases. Each Participant is encouraged to periodically review
with his/her own tax adviser his or her tax status with respect
to participation in the Plan and, prior to disposing of the
shares acquired thereunder, to consult a tax adviser as to the
income tax consequences of such a disposition.
17. TRANSFERABILITY OF PARTICIPANT'S RIGHTS. The
Participant's rights under the Plan may not be transferred during
the life of the Participant and the Participant's option to
purchase Common Stock may be exercised only by the Participant
during the Participant's life. After a Participant's death, the
Participant's rights under the Plan are terminated and his/her
share purchase account under the Plan will be repaid in
accordance with Section 15.
18. GENERAL PROVISIONS.
(a) NO RIGHT TO EMPLOYMENT. Nothing in the Plan or in
any instrument executed pursuant thereto shall confer upon any
Eligible Employee any right to continue in the employ of
the Company or any of the Designated Subsidiaries or shall affect
the right of management to terminate the employment of any
Eligible Employee, with or without cause.
<PAGE>
(b) VOTING RIGHTS. No Participant shall have any
interest or voting right in shares covered by her/his option
until such option has been exercised.
(c) DELIVERY OF SHARES. Shares to be delivered to a
Participant under the Plan will be registered in the name of the
Participant or in the name of the Participant and his/her spouse.
The Company shall assume that the shares are to be registered in
the name of the Participant alone unless it is notified otherwise
prior to the Exercise Date.
(d) LEGAL RESTRICTIONS. The Company will not be
obligated to issue Shares of Common Stock or make any payment if
counsel to the Company determines that such issuance or payment
would violate any law or regulation of any governmental authority
or any agreement between the Company and NASDAQ or any national
securities exchange upon which the Common Stock is listed. In
connection with any stock issuance or transfer, the person
acquiring the shares shall, if requested by the Company, give
assurances satisfactory to counsel to the Company regarding such
matters as the Company may deem desirable to assure compliance
with all legal requirements. The Company shall in no event be
obligated to take any affirmative action in order to cause the
delivery of shares of Common Stock or other payment by the
Company to comply with any law or regulation of any governmental
authority.
(e) CHOICE OF LAW. The place of administration of the
Plan shall be within the State of Wisconsin and the validity,
interpretation and administration of the Plan and any rules,
regulations, determinations or decisions made thereunder and the
rights of any and all persons having or claiming to have any
interest therein or thereunder, shall be determined exclusively
in accordance with the internal laws of the State of Wisconsin.
Without limiting the generality of the foregoing, the period
within which any action in connection with the Plan must be
commenced shall be governed by the laws of the State of
Wisconsin, without regard to the place where the act or omission
complained of took place, the residents of any party to such
action or the place where the action may be brought.
(f) FINANCIAL STATEMENTS. Each year the Plan is in
effect, the Company shall deliver a copy of its annual financial
statements to each Participant in the Plan.
(g) TENSE AND GENDER. As used herein, the singular
shall include the plural, the plural the singular, and the use of
any gender shall include all genders.
(h) AMENDMENT AND TERMINATION OF THE PLAN. The Board
may alter, suspend or discontinue the Plan at any time, and for
any reason.
19. AVAILABLE INFORMATION. The Company is subject to the
informational and reporting requirements of the Exchange Act and
in accordance therewith files reports and other information with
the Securities and Exchange Commission (the "Commission").
Reports, proxy statements and other information filed by the
Company with the Commission can be obtained from the Public
Reference Section of the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, DC. 20549, at prescribed rates. Such
reports, proxy statements and other information concerning the
Company may be obtained from the Commission web-site at
www.sec.com.
<PAGE>
The Company will provide without charge to each person
to whom a copy of this Plan is delivered, on the written or oral
request of any such person, a copy of any or all of the documents
referred to above. Requests for such copies should be directed
to Secretary, Chorus Communications Group, Ltd., 8501 Excelsior
Drive, Madison, Wisconsin 53717.
Dated this 11th day of December, 1998.
CHORUS COMMUNICATIONS GROUP, LTD.
BY: /S/ Dean W. Voeks
Dean W. Voeks, CEO/President
