<PAGE>
As Filed with the Securities and Exchange Commission on July 5, 2000
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
____________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_______________
COMMONWEALTH TELEPHONE ENTERPRISES, INC.
(Exact Name of Registrant as Specified in Charter)
PENNSYLVANIA 23-2093008
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Identification
Organization) Number)
100 CTE Drive
Dallas, Pennsylvania 18612
(570) 631-2700
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
COMMONWEALTH TELEPHONE ENTERPRISES, INC.
1997 NON-MANAGEMENT DIRECTORS'
STOCK COMPENSATION PLAN
(Full title of the plan)
John J. Jones, Executive Vice President,
General Counsel and Corporate Secretary
Commonwealth Telephone Enterprises, Inc.
100 CTE Drive
Dallas, Pennsylvania 18612
(Name and address of agent for service)
(570) 631-2700
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================
Proposed Proposed
Title of shares to be Amount to be maximum maximum Amount of
registered registered offering Price per aggregate offering registration fee
Share (1) price (1)
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<S> <C> <C> <C> <C>
Common Stock 100,000 $47.41 $4,741,000 $1,252
($1.00 par value)
---------------------------------------------------------------------------------------------------------
=========================================================================================================
</TABLE>
(1) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933 (the "Act") on the
basis of the last reported price of the registrant's Common Stock on June 30,
2000.
Pursuant to General Instruction E of Form S-8, this Registration Statement
is being filed in order to register additional shares of Common Stock, $1.00 par
value per share, of Commonwealth Telephone Enterprises, Inc. (the "Company"),
with respect to a currently effective Registration Statement on Form S-8 of the
Company relating to Commonwealth Telephone Enterprises, Inc. 1997 Non-Management
Directors' Stock Compensation Plan (the "Plan").
The contents of the Registration Statement on Form S-8 as filed on April 4,
1997, Registration No. 333-24609, are incorporated by reference into this
Registration Statement.
Item 8. Exhibits.
Exhibit No. Description
----------- -----------
5 Opinion of John J. Jones, Esquire
23.1 Consent of Independent Accountants.
23.2 Consent of John J. Jones, Esquire (included in Exhibit 5)
24 Power of Attorney (See Signature Page at page 3)
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<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 Dallas, Pennsylvania, on June 30, 2000.
COMMONWEALTH TELEPHONE ENTERPRISES, INC.
By: /s/ Peter D. Ley
--------------------------------------------
Peter D. Ley, Executive Vice President and
Chief Financial Officer, principal financial
officer
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Peter D. Ley, Michael I. Gottdenker and
John J. Jones, and each or any of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or any of them, or their, his or her substitutes or substitute,
may lawfully do or cause to be done by virtue hereof.
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 dates indicated.
Date: June 30, 2000 /s/ Michael I. Gottdenker
------------------------------------------
Michael I. Gottdenker, President and Chief
Executive Officer, principal executive officer
Date: June 30, 2000 /s/ Peter D. Ley
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Peter D. Ley, Executive Vice President and
Chief Financial Officer, principal financial
officer
-3-
<PAGE>
Date: June 30, 2000 /s/ James DePolo
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James DePolo, Executive Vice President and
Chief Operating Officer, principal operating
officer
Date: June 30, 2000 /s/ Donald P. Cawley
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Donald P. Cawley, Senior Vice President and
Chief Accounting Officer, principal
accounting
officer
Date: June 30, 2000 /s/ David C. McCourt
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David C. McCourt, Chairman
Date: June 30, 2000 /s/ James Q. Crowe
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James Q. Crowe, Director
Date: June 30, 2000 /s/ Stuart E. Graham
----------------------------------------------
Stuart E. Graham, Director
Date: June 30, 2000 /s/ Frank M. Henry
----------------------------------------------
Frank M. Henry, Director
Date: June 30, 2000 /s/ Richard R. Jaros
----------------------------------------------
Richard R. Jaros, Director
Date: June 30, 2000 /s/ Daniel E. Knowles
----------------------------------------------
Daniel E. Knowles, Director
Date: June 30, 2000 /s/ Michael A. Adams
----------------------------------------------
Michael A. Adams, Director
Date: June 30, 2000 /s/ David C. Mitchell
----------------------------------------------
David C. Mitchell, Director
Date: June 30, 2000 /s/ Eugene Roth
----------------------------------------------
Eugene Roth, Director
-4-
<PAGE>
Date: June 30, 2000 /s/ Walter Scott, Jr.
----------------------------------------------
Walter Scott, Jr., Director
Date: June 30, 2000 /s/ Timothy J. Stoklosa
----------------------------------------------
Timothy J. Stoklosa, Director
Date: June 30, 2000 /s/ John J. Whyte
----------------------------------------------
John J. Whyte, Director
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