================================================================================
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
COMMONWEALTH TELEPHONE ENTERPRISES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Pennsylvania
(State of Incorporation or Organization)
23-2093008
(I.R.S. Employer Identification No.)
100 CTE Drive
Dallas, PA 18612-9774
(717) 674-2700
(Address including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
<TABLE>
<S> <C> <C>
If this form relates to the registration of a class of If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the securities pursuant to Section 12(g) of the
Exchange Act and is effective pursuant to General Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [ ] Instruction A.(d), please check the following box. [X]
Securities Act registration statement file number to which this form relates: 333-59747
-------------------------------------------
(If applicable)
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
Title of Class
----------------
Rights to Purchase Common Stock
================================================================================
Item 1: Description of Registrants' Securities to be Registered
The description of the rights to purchase common stock
described under the caption "The Rights Offering" in the Prospectus Supplement
to the Prospectus contained in the Registrant's Registration Statement on Form
S-3 (File No. 333-59747) (the "Registration Statement"), filed with the
Securities and Exchange Commission, is hereby incorporated by reference.
Item 2: Exhibits
1. Form of Registrant's Subscription Certificate (incorporated
herein by reference to Exhibit 99.01 of the Registration
Statement).
2. (a) Articles of Incorporation of Registrant as amended and
restated on April 24, 1986, and as further amended on
November 25, 1991 (incorporated herein by reference to
Exhibit 3(a) to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1994).
(b) Amendment to Articles of Incorporation of Registrant dated
September 21, 1995 (incorporated herein by reference to
Exhibit 3(b) to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1995).
(c) Amendments to Articles of Incorporation of Registrant dated
October 1, 1997 and October 8, 1997 (incorporated herein by
reference to Exhibits 3(c) and (d) to the Registrant's
Annual Report on Form 10-K for the year ended December 31,
1997).
(d) By-laws of Registrant as amended through October 28, 1993
(incorporated herein by reference to Exhibit 3(b) to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1993).
(e) Amendments to By-laws of Registrant dated as of December 13,
1994 (incorporated herein by reference to the Registrant's
Annual Report of Form 10-K for the year ended December 31,
1994).
SIGNATURE
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, thereto duly
authorized.
COMMONWEALTH TELEPHONE ENTERPRISES, INC.
By: /s/Bruce C. Godfrey
---------------------------------
Name: Bruce C. Godfrey
Title: Executive Vice President
and Chief Financial Officer
Date: September 25, 1998