FAIRPOINT COMMUNICATIONS INC
8-K, 2000-05-10
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                        _______________________________

                                   Form 8-K

                                Current Report
    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



       Date of Report (Date of earliest event reported):    May 9, 2000
                                                         -----------------



                        FAIRPOINT COMMUNICATIONS, INC.
                        ------------------------------
            (Exact Name of Registrant as specified in its charter)



               Delaware                   333-56365           13-3725229
      ----------------------------    ----------------   -------------------
      (State or other jurisdiction    (Commission File   (IRS Employer
         of incorporation)                 Number)       Identification No.)


     521 East Morehead Street, Suite 250, Charlotte, North Carolina 28202
     --------------------------------------------------------------------
              (Address of Principal Executive Offices) (Zip Code)



      Registrant's telephone number, including area code: (704) 344-8150
                                                          --------------


                                      N/A
        --------------------------------------------------------------
        (Former name or former address, if changed since last report):
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Item 5. Other Events

      On May 9, 2000, FairPoint Communications, Inc., a Delaware corporation
(the "Company"), issued a press release (the "Press Release") announcing its
intention to file a registration statement for an underwritten public offering
of its common stock.  The Company anticipates making the offering of these
securities as soon as possible after this registration statement is declared
effective by the Securities and Exchange Commission.  The Press Release is
hereby incorporated by reference herein and is attached hereto as Exhibit 99.1.

Item 7.   Exhibits

          99.1  Press Release, dated May 9, 2000
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                                  SIGNATURES



      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                           FAIRPOINT COMMUNICATIONS, INC.



                           By: /s/ Walter E. Leach, Jr.
                               ---------------------------------
                               Walter E. Leach, Jr.
                               Senior Vice President and
                               Chief Financial Officer



Date: May 10, 2000

                                      S-1
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                                 EXHIBIT INDEX


     Exhibit No.    Exhibit
     -----------    -------


         99.1       Press Release, dated May 9, 2000

                                      S-2

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                                                                    EXHIBIT 99.1

FOR IMMEDIATE RELEASE
- ---------------------


CONTACT:    Tim Henry
            Vice President of Finance and Treasurer
            FairPoint Communications, Inc.
            704/344-8150


                        FAIRPOINT COMMUNICATIONS, INC.
                        ------------------------------
                        TO FILE REGISTRATION STATEMENT
                        ------------------------------

Charlotte, NC May 9, 2000. FairPoint Communications, Inc., formerly MJD
Communications, Inc., expects to soon file a registration statement for an
underwritten public offering of its common stock. FairPoint anticipates making
the offering of these securities as soon as possible after this registration
statement is declared effective by the Securities and Exchange Commission. Sales
of these securities and offers to buy these securities will not be accepted
prior to the time this registration statement becomes effective. This
communication shall not constitute an offer to sell or the solicitation of an
offer to buy, nor shall there be any sale of these securities in any state in
which such an offer, solicitation or sale would be unlawful prior to the
registration or qualification of these securities under the securities laws of
any such state. The offering of these securities will be made only by means of a
prospectus complying with applicable federal and state securities laws.

Forward-looking statements and comments in this news release are made pursuant
to safe harbor provisions of the Securities Exchange Act of 1934.

                                      S-3


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