<PAGE>
As filed with the Securities and Exchange Commission on May 18, 2000
Registration No. 333-
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 issuer as specified in its charter)
Wisconsin 39-1880843
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
8501 Excelsior Drive, Madison, Wisconsin 53717-0070
(Address of principal executive offices and zip code)
Chorus Communications Group, Ltd. Stock Incentive Plan
(Full title of the plan)
John F. Kearney, Esq.
Dyer Ellis & Joseph
600 New Hampshire Avenue, N.W.
Washington, D.C. 20037
(Name and address of agent for service)
(202) 944-3000
(Telephone number, including area code, of agent for service)
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Title of securities Amount to Proposed Proposed Amount of
to be registered be maximum maximum registration
registered offering aggregate fee (1)
price per offering
share (1) price (1)
Common Stock, no 500,000 $14.94 $7,470,000 $1,972
par value shares
<FN>
<F1>
(1) Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(h) and (c) under the Securities Act of 1933, as amended,
on the basis of the average of the high and low prices for the Common Stock
on May 10, 2000, as reported by the OTC Bulletin Board.
</FN>
</TABLE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Chorus Communications Group, Ltd. (the Registrant) hereby incorporates
by reference into this Registration Statement the following documents filed
by the Registrant with the Securities and Exchange Commission (the
Commission):
(a) The Registrants Annual Report on Form 10-K for the fiscal year
ended December 31, 1999;
(b) The Registrants Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000;
(c) The Registrants Current Report on Form 8-K dated March 22, 2000;
(d) The Registrants Current Report on Form 8-K dated April 27, 2000;
(e) The description of Registrant's Common Stock, no par value, contained
in the Registrants Registration Statement on Form 8-A filed with
the Commission on December 2, 1997, and any amendment or report filed for
the purpose of updating such description.
<PAGE>
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the Exchange Act), prior to the filing of a post-effective amendment that
indicates that all securities offered have been sold or that deregisters 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. Interests 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 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 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 states that it is the policy of the state
to require indemnification in connection with a proceeding involving
securities regulation as described therein, to the extent required as set
forth 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 similar to those set forth in subsections (a) through
(d) 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 Company maintains a liability
insurance policy for its directors and officers as permitted by Wisconsin
law, which may extend to liability arising under the Securities Act.
<PAGE>
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Chorus Communications Group, Ltd. Stock Incentive Plan
5.1 Opinion of Counsel
23.1 Consent of Deloitte & Touche LLP,
Independent Auditors
23.2 Consent of Kiesling Associates LLP,
Independent Certified Public Accountants
24.1 Power 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:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
Provided, however, that paragraphs (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 by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the 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.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 the Madison, Wisconsin on the 15th day of May,
2000.
CHORUS COMMUNICATIONS GROUP,LTD.
By: /s/ DEAN W. VOEKS
Dean W. Voeks
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Dean W. Voeks Principal Executive Officer May 15, 2000
and Director
/s/ Howard G. Hopeman Principal Financial and May 15, 2000
Accounting Officer
/s/ Carrie L. Bennett-Barndt Director May 15, 2000
/s/ Charles Maulbetsch Director May 15,2000
/s/ Harold L. (Lee) Swanson Director May 15, 2000
/s/ Douglas J. Timmerman Director May 15, 2000
<PAGE>
Exhibit 4.1
CHORUS COMMUNICATIONS GROUP, LTD
STOCK INCENTIVE PLAN
1. Purpose
The purpose of the Chorus Communications Group, Ltd. Stock Incentive Plan is
to provide incentives and rewards for Employees of the Company and its
Subsidiaries (i) to support the execution of the Company's business and human
resource strategies and the achievement of its goals and (ii) to associate
the interests of Employees with those of the Company's stockholders.
2. Definitions
(a) "Award" includes, without limitation, stock options , performance share
awards, dividend or equivalent rights, stock awards, restricted share awards,
or other awards that are valued in whole or in part by reference to, or are
otherwise based on, the Company's Common Stock ("other Common Stock-based
Awards"), all on a stand alone, combination or tandem basis, as described in
or granted under this Plan.
(b) "Award Summary" means a written summary setting forth the terms and
conditions of each Award made under this Plan.
(c) "Board" means the Board of Directors of the Company.
(d) "Code" means the Internal Revenue Code of 1986, as amended from time to
time.
(e) "Committee" means the Compensation Committee of the Board or such other
committee of the Board as may be designated by the Board from time to time to
administer this Plan, provided that the Committee shall be composed solely of
two or more Non-Employee Directors within the meaning of Rule 16b-3 of the
Securities and Exchange Commission.
(f) "Common Stock" means the Common Stock of the Company.
(g) "Company" means Chorus Communications Group, Ltd., a Wisconsin
corporation.
(h) "Employee" means an employee of Chorus Communications Group, Ltd. or a
Subsidiary.
(i) "Exchange Act" means the Securities Exchange Act of 1934, as amended.
(j) "Fair Market Value" means the average of the highest and the lowest
quoted selling price on the Over the Counter Bulletin Board on the relevant
valuation date or, if there were no sales on the valuation date, on the next
preceding date on which such selling prices were recorded; provided, however,
that the Committee may specify some other definition of Fair Market Value
with respect to any particular Award.
(k) "Participant" means an Employee who has been granted an Award under the
Plan.
(1) "Plan" means this Chorus Communications Group, Ltd. Stock Incentive Plan.
(m) "Plan Year" means a twelve-month period beginning with January 1 of each
year.
(n) "Subsidiary" means any corporation or other entity, whether domestic or
foreign, in which the Company has or obtains, directly or indirectly, a
proprietary interest of more than 50% by reason of stock ownership or
otherwise.
3. Eligibility
Any Employee selected by the Committee is eligible to receive an Award.
4. Plan Administration
(a) Except as otherwise determined by the Board, the Plan shall be
administered by the Committee. The Committee shall periodically make
determinations with respect to the participation of Employees in the Plan
and, except as otherwise required by law or this Plan, the form of Award
Summaries and the grant terms of Awards, including vesting schedules, price,
length of relevant performance, restriction or option period, dividend
rights, post-retirement and termination rights, payment alternatives such as
cash, stock, contingent awards or other means of payment consistent with the
purposes of this Plan, and such other terms and conditions as the Committee
deems appropriate.
(b) The Committee shall have authority to interpret and construe the
provisions of the Plan and the Award Summaries and make determinations
pursuant to any Plan provision or Award Summary which shall be final and
binding on all persons. No member of the Committee shall be liable for any
action or determination made in good faith, and the members shall be entitled
to indemnification and reimbursement in the manner provided in the Company's
Certificate of Incorporation, as it may be amended from time to time.
(c) The Committee may designate persons other than its members to carry out
its responsibilities under such conditions or limitations as it may set,
other than its authority with regard to Awards granted to Employees who are
officers or directors of the Company for purposes of Section 16 of the
Exchange Act.
(d) The Committee shall have the authority at any time prior to a Change of
Control (as defined in Section 12(b)) to cancel Awards for reasonable cause
and to provide for the conditions and circumstances under which Awards shall
be forfeited.
5. Stock Subject To The Provisions Of This Plan
(a) The stock subject to the provisions of this Plan shall be shares of
authorized but unissued Common Stock and shares of Common Stock held as
treasury stock. Subject to adjustment in accordance with the provisions of
Section 10, the total number of shares of Common Stock available for grants
of Awards shall not exceed 500,000.
(b) The exercise of an option will reduce the number of shares subject to the
tandem stock appreciation right or option to the extent of such exercise. In
addition, any shares ceasing to be subject to the related option or right
because of such reduction shall not increase the number of shares of Common
Stock available for future Awards granted under the Plan. The grant of a
performance or restricted share unit Award shall be deemed to be equal to the
maximum number of shares which may be issued under the Award. Where the
value of an Award is variable on the date it is granted, the value shall be
deemed to be the maximum limitation of the Award. Awards payable solely in
cash, and shares represented by Awards which are cancelled, forfeited,
surrendered, terminated, paid in cash or expire unexercised, will not reduce
the number of shares available for Awards granted under the Plan.
6. Awards Under This Plan
As the Committee may determine, the following types of Awards and other
Common Stock-based Awards may be granted under this Plan on a stand alone,
combination or tandem basis:
(a) Stock Option. A right to buy a specified number of shares of Common
Stock at a fixed exercise price during a specified time, all as the Committee
may determine; provided that the exercise price of any option shall not be
less than 100% of the Fair Market Value of the Common Stock on the date of
grant of the Award. The maximum number of Stock Options that can be granted
to any one individual in any five year period is 100,000.
(b) Restricted And Performance Shares. A transfer of Common Stock to a
Participant, subject to such restrictions on transfer or other incidents of
ownership, or subject to specified performance standards, for such periods of
time as the Committee may determine.
(c) Dividend Or Equivalent Right. A right to receive dividends or their
equivalent in value in Common Stock, cash or in a combination of both with
respect to any new or previously existing Award.
(d) Stock Award. An unrestricted transfer of ownership of Common Stock which
may only be made to Employees other than Employees who are officers or
directors of the Company for purposes of Section 16 of the Exchange Act.
(h) Other Stock-Based Awards. Other Common Stock-based Awards that are
related to or serve a similar function to those Awards set forth in this
Section 6.
In addition to granting Awards for purposes of incentive compensation, Awards
may also be made in tandem with or in lieu of current or deferred Employee
compensation.
7. Award Summaries
Each Award under the Plan shall be evidenced by an Award Summary. Delivery
of an Award Summary to each Participant shall constitute an agreement,
subject to Section 4(d) and Section 9 hereof, between the Company and the
Participant as to the terms and conditions of the Award.
8. Other Terms and Conditions
(a) Assignability. No Award shall be assignable or transferable except by
will, by the laws of descent and distribution or pursuant to a qualified
domestic relations order as defined by the Code, and during the lifetime of a
Participant, the Award shall be exercisable only by such Participant or such
Participant's guardian, legal representative or assignee pursuant to a
qualified domestic relations order.
(b) Termination Of Employment. The Committee shall determine the disposition
of the grant of each Award in the event of the retirement, disability, death
or other termination of a Participant's employment.
(c) Rights As A Stockholder. A Participant shall have no rights as a
stockholder with respect to shares covered by an Award until the date the
Participant or his nominee, guardian or legal representative is the holder of
record. No adjustment will be made for dividends or other rights for which
the record date is prior to such date.
(d) No Obligation To Exercise. The grant of an Award shall impose no
obligation upon the Participant to exercise the Award.
(e) Payments By Participants. The Committee may determine that Awards for
which a payment is due from a Participant may be payable: (i) in U.S. dollars
by personal check, bank draft or money order payable to the order of the
Company, by money transfers or direct account debits; (ii) through the
delivery or deemed delivery based on attestation to the ownership of shares
of Common Stock with a Fair Market Value equal to the total payment due from
the Participant; (iii) by a combination of the methods described in (i) and
(ii) above; or (iv) by such other methods as the Committee may deem
appropriate.
(f) Withholding. Except as otherwise provided by the Committee, (i) the
deduction of withholding and any other taxes required by law will be made
from all amounts paid in cash and (ii) in the case of payments of Awards -in
shares of Common Stock, the Participant shall be required to pay the amount
of any taxes required to be withheld prior to receipt of such stock, or
alternatively, a number of shares the Fair Market Value of which equals the
amount required to be withheld may be deducted from the payment. The
Committee may provide for shares of Common Stock to be withheld for tax
withholding purposes in excess of the required minimum amount but not in
excess of a Participant's maximum marginal tax rate.
(g) Restrictions On Sale and Exercise. With respect to Employees who are
officers and directors for purposes of Section 16 of the Exchange Act, and if
required to comply with rules promulgated thereunder, (i) no Award providing
for exercise, a vesting period, a restriction period or the attainment of
performance standards shall permit unrestricted ownership of Common Stock by
the Participant until at least six months after the date of grant, and (ii)
Common Stock acquired pursuant to this Plan (other than Common Stock acquired
as a result of the exercise or conversion of a "derivative security") may not
be sold for at least six months after acquisition, provided that, in the case
of a derivative security, six months shall have elapsed from the date of
acquisition to the date of disposition of the derivative security (other than
upon exercise or conversion) or its underlying equity security.
9. Amendments
The Board may alter, amend, suspend or discontinue the Plan or at any time
prior to a Change of Control (as defined in Section 12(b)), and the Committee
may alter or amend any or all Award Summaries granted under the Plan to the
extent permitted by law. Any such action of the Board may be taken without
the approval of the Company's stockholders, but only to the extent that such
stockholder approval is not required by applicable law or regulation,
including specifically Rule 16b-3 of the Securities and Exchange Commission.
10. Recapitalization
The aggregate number of shares of Common Stock as to which Awards may be
granted to Participants, the number of shares thereof covered by each
outstanding Award, and the price per share thereof in each such Award, shall
all be proportionately adjusted for any increase or decrease in the number of
issued shares of Common Stock resulting from a subdivision or consolidation
of shares or other capital adjustment, or the payment of a stock dividend or
other increase or decrease in such shares, effected without receipt of
consideration by the Company, or other change in corporate or capital
structure; provided, however, that any fractional shares resulting from any
such adjustment shall be eliminated. The Committee may also make the
foregoing changes and any other changes, including changes in the classes of
securities available, to the extent it is deemed necessary or desirable to
preserve the intended benefits of the Plan for the Company and the
Participants in the event of any other reorganization, recapitalization,
merger, consolidation, spin-off, extraordinary dividend or other distribution
or similar transaction.
11. No Right To Employment
No person shall have any claim or right to be granted an Award, and the grant
of an Award shall not be construed as giving a Participant the right to be
retained in the employ of the Company or a Subsidiary. Further, the Company
and each Subsidiary expressly reserve the right at any time to dismiss a
Participant free from any liability or claim under the Plan, except as
provided herein or in any Award Summary issued hereunder.
12. Change Of Control
(a) Notwithstanding anything contained in this Plan or any Award Summary to
the contrary, in the event of a Change of Control, as defined below, the
following shall occur with respect to any and all Awards outstanding as of
such Change of Control:
(i) automatic maximization of performance standards, lapse of all
restrictions and acceleration of any time periods relating to the exercise,
realization or vesting of such Awards so that such Awards may be immediately
exercised, realized or vested in full on or before the relevant date fixed in
the Award Summary;
(ii) performance shares or performance units shall be paid entirely in cash;
(iii) upon exercise of a stock option or an incentive stock option
(collectively an "Option") during the 60-day period from and after the date
of a Change of Control, the Participant exercising the Option may in lieu of
the receipt of Common Stock upon the exercise of the Option, elect by written
notice to the Company to receive an amount in cash equal to the excess of the
aggregate Value (as defined below) of the shares of Common Stock covered by
the Option or portion thereof surrendered determined on the date the Option
is exercised, over the aggregate exercise price of the Option (such excess is
referred to herein as the "Aggregate Spread"); provided, however, and
notwithstanding any other provision of the Plan, if the end of such 60-day
period from and after the date of a Change of Control is within six months of
the date of grant of an Option held by a Participant who is an officer or
director of the Company (within the meaning of Section 16(b) of the Exchange
Act), such Option shall be cancelled in exchange for a cash payment to the
Participant equal to the Aggregate Spread on the day which is six months and
one day after the date of grant of such Option. As used in this Section
12(a)(iii) the term "Value" means the higher of (i) the highest Fair Market
Value during the 60-day period from and after the date of a Change of Control
and (ii) if the Change of Control is the result of a transaction or series of
transactions described in paragraphs (i) or (iii) of the definition of Change
of Control set forth in Section 12(b), the highest price per share of the
Common Stock paid in such transaction or series of transactions (which in the
case of paragraph (i) shall be the highest price per share of the Common
Stock as reflected in a Schedule 13D by the person having made the
acquisition);
(iv) if a Participant's employment terminates for any reason other than
retirement or death following a Change of Control, any Options held by the
Participant may be exercised by the Participant until the earlier of three
months after such termination of employment or the expiration date of such
Options; and
(v) all Awards become non-cancellable.
(b) "Change in Control" means the occurrence as of the first day that any one
or more of the following conditions shall have been satisfied, including, but
not limited to, signing of documents by all parties and approval by all
regulatory agencies, if required:
(1) Any Person (other than those Persons in control of the Company as of the
Effective Date, or other than a trustee or other fiduciary holding securities
under an employee benefit plan of the Company, or a corporation owned
directly or indirectly by the stockholders of the Company in substantially
the same proportions as their ownership of stock of the Company), becomes the
Beneficial Owner, directly or indirectly, of securities of the Company
representing 30% or more of the combined voting power of the Company's then
outstanding securities;
(2) During any two-consecutive years, after execution of this Agreement,
individuals who at the beginning of the two-year period constitute the Board,
cease for any reason to constitute a majority of the Board; however, a Change
in Control shall not occur pursuant to this provision if a new Director is
approved by a vote of at least two-thirds of the Directors serving on the
Board and these Directors either were Directors at the beginning of the
two-year period or whose election or nomination for election was so approved;
or
(3) The stockholders of the Company approve: (a) a plan of complete
liquidation of the Company; or (b) an agreement of the sale or disposition of
all or substantially all the Company's assets; or (c) a merger,
consolidation, or reorganization of the Company with or involving any other
corporation, other than a merger, consolidation, or reorganization that would
result in the voting securities of the company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity), at least 50% of
the combined voting power of the voting securities of the Company (or such
surviving entity) outstanding immediately after or within one~year following
such merger, consolidation, or reorganization.
13. Governing Law
To the extent that federal laws do not otherwise control, the Plan shall be
construed in accordance with and governed by the law of the State of
Wisconsin.
14. Savings Clause
This Plan is intended to comply in all aspects with applicable law and
regulation, including, with respect to those Employees who are officers or
directors for purposes of Section 16 of the Exchange Act, Rule 16b-3 of the
Securities and Exchange Commission. In case any one or more of the
provisions of this Plan shall be held invalid, illegal or unenforceable in
any respect under applicable law and regulation (including Rule 16b-3), the
validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby and the invalid, illegal or
unenforceable provision shall be deemed null and void; however, to the extent
permissible by law, any provision which could be deemed null and void shall
first be construed, interpreted or revised retroactively to permit this Plan
to be construed in compliance with all applicable laws (including Rule 16b-3)
so as to foster the intent of this Plan.
15. Effective Date and Term
The effective date of this Plan is January 1, 2000, subject to its approval
by the stockholders of the Company at the annual meeting to be held on April
26, 2000, or any adjournment thereof. The Plan shall remain in effect until
terminated by the Board.
<PAGE>
Exhibit 5.1
May 15, 2000
Chorus Communications Group, Ltd.
8501 Excelsior Drive
Madison, Wisconsin 53717-0070
Ladies and Gentlemen:
We have acted as counsel for Chorus Communications Group, Ltd., a
corporation organized under the laws of the state of Wisconsin (the "Company"),
in connection with the Company's authorization of issuance of up to 500,000
shares (the "Shares") of the Company's Common Stock, no par value, pursuant to
the Company's Stock Incentive Plan (the "Plan"). Based upon our examination of
such corporate records and other documents and such questions of law as we have
deemed necessary and appropriate, we are of the opinion that the Shares, as and
when issued under the Plan, and upon receipt by the Company of the consideration
therefor, will be duly and validly issued, fully paid, and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
registration statement on Form S-8 filed with respect to the Shares.
Very truly yours,
/s/Dyer Ellis & Joseph
DYER ELLIS & JOSEPH
Counsel
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Chorus Communications Group, Ltd. on Form S-8 of our report dated February
11, 2000, appearing in the Annual Report on Form 10-K of Chorus
Communications Group, Ltd. for the year ended December 31, 1999.
/s/Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Milwaukee, Wisconsin
May 15, 2000
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
Chorus Communications Group, Ltd. related to the Stock Incentive Plan on Form
S-8 of our report dated February 6, 1998, on the consolidated financial
statements of Chorus Communications Group, Ltd., and its subsidairies for the
year ended December 31, 1997, included in the 1999 Annual Report of Chorus
Communications Group, Ltd. on Form 10-K.
/s/Kiesling Associates LLP
Kiesling Associates LLP
Madison, Wisconsin
May 15, 2000
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that Chorus Communications Group, Ltd. a
corporation organized under the laws of the State of Wisconsin (the
"Corporation"), and the undersigned officers and directors of the Corporation,
individually and in their respective capacities indicated below, hereby make,
constitute and appoint Grant B. Spellmeyer its and their true and lawful
attorneys with power of substitution, to execute, deliver and file in its or
their behalf, and in each person's respective capacity or capacities as shown
below, a Registration Statement on Form S-8 under the Securities Act of 1933,
as amended, any and all documents in support of or supplemental to said
registration statement and any and all amendments thereto with respect to the
500,000 shares of the Common Stock, no par value, reserved for issuance under
the Corporation's Stock Incentive Plan; and the Corporation and each said
person hereby grant to said attorney full power and authority to do and
perform each and every act and thing whatsoever as said attorney may deem
necessary or advisable to carry out the full intent of this power of attorney
to the same extent and with the same effect as the Corporation or said
persons might or could do personally in its or their capacity or capacities
as aforesaid; and the Corporation and each of said persons hereby ratify,
confirm and approve all acts and things that Grant B. Spellmeyer may do or
cause to be done by virtue of this power of attorney and its signature or
their signatures as the same may be signed by said attorney to said
registration statement and any and all documents in support of or
supplemental to said registration statement and any and all amendments
thereto.
Dated as of the 15th day of May, 2000.
CHORUS COMMUNICATIONS GROUP, LTD.
Attest: By: /s/ DEAN W. VOEKS
Dean W. Voeks
President and Chief
Executive Officer
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/s/DEAN W. VOEKS
Dean W. Voeks
Principal Executive Officer and
Director
/s/HOWARD G. HOPEMAN
Howard G. Hopeman
Principal Financial and Accounting
Officer
/s/CARRIE L. BENNETT-BARNDT
Carrie L. Bennett-Barndt
Director
/s/CHARLES MAULBETSCH
Charles Maulbetsch
Director
/s/HAROLD L. (LEE) SWANSON
Harold L. (Lee) Swanson
Director
/s/DOUGLAS J. TIMMERMAN
Douglas J. Timmerman
Director
