<PAGE>
As filed with Securities and Exchange Commission on May 7, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under The Securities Act of 1933
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HICKORY TECH CORPORATION
(Exact name of registrant as specified in its charter)
Minnesota 41-1524393
(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification No.)
221 East Hickory Street
Mankato, Minnesota 56002-3248
(507) 387-3355
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
David A. Christensen Copy to: Jay L. Swanson
Hickory Tech Corporation Dorsey & Whitney LLP
221 East Hickory Street 220 South Sixth Street
Mankato, Minnesota 56002-3248 Minneapolis, Minnesota 55402-1498
(507) 387-3355 (612) 340-2600
(Name, address, including zip code,
and telephone number, including area
code, of agent for service)
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. /x/
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Title of Each Class of Amount Maximum Offering Maximum Aggregate Amount of
Securities to be Registered to be Registered Price per Share(1) Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, no par value 650,000 Shares $10.25 $6,662,500 $1,853
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee based
upon the average of the high and low sales prices for the Common Stock on
May 3, 1999 as reported on the Nasdaq National Market.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE>
PROSPECTUS
HICKORY TECH CORPORATION
AUTOMATIC DIVIDEND REINVESTMENT PLAN
Our Automatic Dividend Reinvestment Plan (the "Plan") provides our
shareholders with a simple and convenient method of investing cash dividends in
additional shares of Common Stock (the "HTC Common Stock") of Hickory Tech
Corporation ("HTC"). Purchases of HTC Common Stock can be made under the Plan
without payment of any brokerage commission or service charge. The price of
shares of HTC Common Stock purchased with automatically reinvested dividends
will be the closing price of HTC Common Stock as reported on the Nasdaq National
Market System on each dividend payment date.
As a participant in the Plan, you may reinvest all or any part of your cash
dividends in additional shares of HTC Common Stock. If you do not participate
in the Plan, you will receive cash dividends, as declared, in the usual manner.
This Prospectus relates to 650,000 shares of HTC Common Stock registered
for sale under the Plan. Participants should retain this Prospectus for future
reference.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE NOR HAS THE COMMISSION OR ANY STATE PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is May 7, 1999.
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
Federal securities law requires us to file information with the SEC
concerning our business and operations. We file annual, quarterly and special
reports, proxy statements and other information with the SEC. You can read and
copy these documents at the public reference facility maintained by the SEC at
Judiciary Plaza, 450 Fifth Street, Northwest, Room 1024, Washington, D.C. 20549.
You can also copy and inspect such reports, proxy statements and other
information at the following regional offices of the SEC:
New York Regional Office Chicago Regional Office
Seven World Trade Center Citicorp Center
Suite 1300 500 West Madison Street,
New York, NY 10048 Suite 1400
Chicago, Illinois 60661
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Our SEC filings are also available to the public on the SEC's
web site at http://www.sec.gov. You can also inspect our reports, proxy
statements and other information at the offices of the Nasdaq Stock Market.
The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring you to those documents. The information that we incorporate by
reference is considered to be part of this Prospectus, and later information
that we file with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934:
- Annual report on Form 10-K for the fiscal year ended December 31,
1998;
- Quarterly report on Form 10-Q for the quarterly period ended March 31,
1999; and
- The description of the HTC Common Stock contained in the Registration
Statement on Form 8-A, dated June 2, 1985.
This Prospectus is part of a registration statement we filed with the SEC.
You may request a free copy of the registration statement or any of the above
filings by writing or calling:
David A. Christensen
Hickory Tech Corporation
221 East Hickory Street
Mankato, Minnesota 56002-3248
(507) 387-3355
You should rely only on the information incorporated by reference or
provided in this Prospectus or any supplement to this Prospectus. We have not
authorized anyone else to provide you with different information. You should
not assume that the information in this Prospectus or any supplement to this
Prospectus is accurate as of any date other than the date on the cover page of
this Prospectus or any supplement.
----------------------------------
The principal executive office of Hickory Tech Corporation is located at
221 East Hickory Street, Mankato, Minnesota 56002-3248, and its telephone number
is (507) 387-3355.
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<PAGE>
THE PLAN
The Plan was adopted by the Board of Directors of HTC on April 12, 1999.
The text of the Plan is as follows:
PURPOSE
1. What is the purpose of the Plan?
The Plan provides holders of HTC Common Stock with a simple and convenient
way to invest cash dividends in additional shares of HTC Common Stock,
without payment of any brokerage commission or service charge.
ADVANTAGES
2. What are the advantages of the Plan?
A shareholder who wishes to participate in the Plan (a "Participant") may
reinvest all or part of the Participant's dividends in additional shares of
HTC Common Stock. No commission or service charge is paid by a Participant
in connection with purchases under the Plan. Full investment of funds is
possible under the Plan because fractions of shares, as well as whole
shares, will be credited to a Participant's account. A Participant can
avoid the need for safekeeping of certificates for shares credited to his
or her account under the Plan through the free custodial service described
in paragraph 16 below. Regular statements of account will provide
simplified record keeping.
ADMINISTRATION
3. Who administers the Plan?
Norwest Bank - Shareowner Services ("Norwest") of St. Paul, Minnesota, as
Plan Administrator, administers the Plan, keeps records, sends statements
of account to Participants and performs other duties relating to the Plan.
Shares of HTC Common Stock deposited under the Plan ("Plan Shares") will be
registered in the name of Norwest (or its nominee), as agent for each
Participant in the Plan, and will be credited to the accounts of the
respective Participants.
PARTICIPATION
4. Who is eligible to participate?
All shareholders of record of HTC Common Stock are eligible to participate
in the Plan. If HTC Common Stock is currently registered in a
shareholder's own name, the shareholder may participate directly in the
Plan. A beneficial owner whose shares are registered in a name other than
his or her own (for example, in the name of a broker or bank nominee) must
either become a shareholder of record by having such shares transferred
into his or her own name or make arrangements with his or her broker or
bank to participate in the Plan on his or her behalf.
5. How does an eligible shareholder participate?
Any eligible holder of HTC Common Stock may join the Plan by completing and
signing the accompanying Enrollment Authorization Card and returning it to
Norwest. A postage-paid envelope is provided for this purpose. Additional
Enrollment Authorization Cards may be obtained at any time by written
request to Norwest at the address given in paragraph 29 below. Enrollment
Authorization Cards will also be mailed periodically with quarterly
dividend checks.
6. When may an eligible shareholder join the Plan?
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<PAGE>
An eligible holder of HTC Common Stock may join the Plan at any time.
If an Enrollment Authorization Card requesting reinvestment of dividends is
received by Norwest on or before the record date established for a
particular dividend, reinvestment will commence with that dividend. The
record date is usually set in the middle of the calendar quarter, but will
vary from quarter to quarter. Dividend payment dates usually occur in the
months of March, June, September and December. The payment dates are
usually set for the fifth of the month, but the actual payment date will
vary from quarter to quarter.
If an Enrollment Authorization Card is received from a shareholder after
the record date established for a particular dividend, the reinvestment of
dividends will begin on the dividend payment date following the next record
date if such shareholder is still a holder of record.
7. What does the Enrollment Authorization Card provide?
The Enrollment Authorization Card provides for the following options:
- full reinvestment of dividends in HTC Common Stock; or
- partial reinvestment of dividends (where the Participant
indicates the percentage of shares with respect to which
dividends are to be reinvested in HTC Common Stock, and dividends
on all remaining shares are received in cash).
8. How may a Participant change options under the Plan?
A Participant may change options by requesting a new Enrollment
Authorization Card and returning it to Norwest at the address given in
paragraph 29.
9. What is the source of HTC Common Stock purchased under the Plan?
Plan Shares will be authorized but unissued shares of HTC Common Stock.
10. When will shares be purchased under the Plan?
Purchases will be made from HTC on the applicable dividend payment date
(the "Dividend Payment Date").
11. What will be the price to the Participant of shares purchased under the
Plan?
The price to the Participant of shares purchased under the Plan with
reinvested dividends will be 100% of the market price. The market price is
determined by taking the closing price of HTC Common Stock as reported on
the Nasdaq National Market System on the Dividend Payment Date. If no
trading in HTC Common Stock occurs on Nasdaq on the Dividend Payment Date,
the purchase price per share will be determined by averaging the closing
price per share on the trading day immediately preceding the Dividend
Payment Date and the trading day immediately following the Dividend Payment
Date.
12. How will the number of shares purchased for a Participant be determined?
A Participant's account in the Plan will be credited with that number of
shares, including fractions computed to three decimal places, equal to the
total dollar amount to be invested by such Participant divided by the
purchase price per share.
COSTS
13. What are the costs to a Participant in the Plan?
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<PAGE>
A Participant will incur no brokerage commissions or service charges for
purchases made under the Plan. Any brokerage commission, service fee or
transfer tax in connection with a sale by Norwest of all or a part of the
shares held for a Participant under the Plan will be charged to such
Participant. See paragraph 18 below for additional information. All costs
of administration of the Plan and brokerage commission or service fees
incurred in connection with the purchase of the shares will be paid by HTC.
REPORTS TO PARTICIPANTS
14. What kinds of reports will be sent to Participants?
As soon as practicable after each purchase of shares on behalf of a
Participant, the Participant will receive a statement of account. These
statements are a record of the cost of purchase of shares under the Plan
and should be retained for tax purposes. In addition, each Participant
will receive, from time to time, copies of all communications sent to
shareholders. In addition, each Participant will receive annually Internal
Revenue Service information (on Form 1099-DIV) for reporting dividend
income received.
CERTIFICATES FOR SHARES
15. Will certificates be issued for shares purchased?
Plan Shares will be held by Norwest in the name of Norwest or its nominee.
This service protects against the loss, theft or destruction of the stock
certificates evidencing Plan Shares. However, certificates will be issued
to any Participant upon specific written request. No certificate for a
fractional share will be issued, but dividends for a fractional interest in
a share will be credited to the Participant's account. The number of
shares purchased for a Participant's account under the Plan will be shown
on such Participant's statement of account.
Each account under the Plan will be maintained in the name in which
certificates of the Participant were registered at the time such
Participant entered the Plan. If the Participant wants to change the name
in which the account is maintained, the Participant must so indicate in a
written request and comply with any applicable transfer requirements. A
Participant who wishes to pledge shares credited to his or her Plan account
must first withdraw such shares from the account.
SAFEKEEPING SERVICE
16. How may stock certificates be deposited with Plan Shares?
A Participant may deposit with Norwest any HTC Common Stock certificates
now or hereafter registered in his or her name together with instructions
to deposit the shares into the Plan. There is no charge for this custodial
service, and by making the deposit, a Participant will be relieved of the
responsibility for loss, theft or destruction of the certificate. These
shares will be held in the dividend reinvestment account until such time as
the Participant requests a certificate, sale or termination of his or her
participation in the Plan. Participants should note that a cost basis
record for any deposited shares cannot be provided by Norwest. A record of
purchase prices should be retained by a Participant.
Because Participants bear the risk of loss in sending stock certificates,
it is recommended that they use certified mail, return receipt requested,
and that the mailing be properly insured. Certificates need not be
endorsed.
WITHDRAWAL OF SHARES FROM PLAN ACCOUNTS
17. How and when may shares be withdrawn from the Plan?
Plan Shares credited to a Participant's Plan account may be withdrawn by a
Participant by notifying Norwest in writing or by telephone specifying the
number of whole shares to be withdrawn. Certificates for whole shares of
HTC Common Stock so withdrawn will be issued to and registered in the name
of the
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<PAGE>
Participant. In no case will certificates for fractional shares be issued.
The Participant's interest in a fractional share will be paid in cash based
on the then current market price of HTC Common Stock, less any related
brokerage commissions, any service fee and any other costs of sale.
SALE OR TRANSFER OF SHARES
18. How and when may Plan Shares be sold?
A Participant may request at any time the sale of all or any whole shares
held in his or her account under the Plan by notifying Norwest in writing
or by telephone. The proceeds from such sale, less any related brokerage
commissions, a service fee and any other costs of sale, will be remitted to
the Participant. Each sale request will be processed and a check for the
net proceeds will be mailed as promptly as possible after Norwest receives
such sale request.
TERMINATION OF PARTICIPATION
19. How and when may a Participant terminate participation in the Plan?
A Participant may terminate the account at any time by writing to Norwest.
Any such notice received after a dividend record date shall not be
effective until dividends paid for such record date have been credited to
the Participant's account. Norwest may terminate the account at any time
by notice in writing mailed to the Participant. A Participant requesting
termination may elect to receive shares of HTC Common Stock or cash for all
the full shares in the account. If cash is elected, Norwest will sell such
shares at the then current market value, and Norwest will send the net
proceeds to the Participant, after deducting brokerage commissions and
service charges. If no election is made in the request for termination,
stock certificates will be issued for full shares. In either case, the
Participant will receive cash at the then current market value in lieu of
any fractional interest in a share.
RIGHTS OFFERING; STOCK DIVIDENDS OR STOCK SPLITS
20. If HTC has a rights offering, how will the rights on Plan Shares be
handled?
Participation in any rights offering will be based upon both shares of HTC
Common Stock registered in a Participant's name and any whole plan Shares
credited to such Participant's Plan account.
21. What happens if HTC issues a dividend payable in stock or declares a stock
split?
Any stock dividends or split shares distributed by HTC on shares of HTC
Common Stock held by Norwest in a Participant's Plan account will be
credited to the Participant's account.
VOTING RIGHTS
22. How will Norwest vote shares credited to a Participant's account in the
Plan at shareholders' meetings?
Norwest will vote all shares held in the Participant's account in the same
way in which Participant votes shares of HTC Common Stock standing of
record in the Participant's name by the regular proxy returned by
Participants to HTC, or, if Norwest sends to Participant a separate proxy
covering the shares credited to Participant's dividend reinvestment
account, then such shares will be voted as designated in such separate
proxy. In the event Participant does not direct the voting of shares by
either such regular or separate proxy, the shares credited to Participant's
dividend reinvestment account will not be voted. If a Participant elects,
he or she may vote his or her shares, including all whole Plan Shares held
for his or her account under the Plan, in person at the shareholders'
meeting.
PAYMENT OF CASH DIVIDENDS
23. What is the effect of not participating in the Plan?
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If you do not enroll in the Plan, dividends that are paid to you in cash
will be mailed to you by check.
INCOME TAX CONSEQUENCES
24. What are the income tax consequences of participation in the Plan?
When Norwest acquires shares for a Participant's Plan account, the
Participant must include in ordinary gross income a dividend equal to the
number of shares purchased with the Participant's reinvested dividends
multiplied by the fair market value of HTC Common Stock on the applicable
Dividend Payment Date. The Participant's basis in those shares will also
equal the fair market value of the shares on such Dividend Payment Date.
A Participant will not realize any taxable income when he or she receives
certificates for whole shares credited to his or her account under the
Plan. However, a participant who receives a cash payment for the sale of
Plan Shares held for such Participant's account under the Plan or for a
fractional share then held in his or her Plan account will realize gain or
loss measured by the difference between the amount of the cash received and
the Participant's basis in such shares or fractional shares. If, as
usually is the case, the HTC Common Stock is a capital asset in the hands
of a Participant, such gain will be short-term or long-term capital gain,
depending upon the holding period for such shares. The holding period for
the Plan Shares will begin the day the shares are acquired for a
Participant's Plan account.
For further information as to tax consequences of participation in the
Plan, including the availability of a dividends received deduction for
certain corporate shareholders. Participants should consult with their own
tax advisors.
RESPONSIBILITY OF HTC AND NORWEST
25. What are the responsibilities of HTC and Norwest under the Plan?
Neither HTC, nor Norwest, as Plan Administrator, will be liable for any act
done in good faith or for any good faith omission to act, including,
without limitation, any claim of liability arising out of failure to
terminate a Participant's Plan account upon such Participant's death, the
prices at which shares are purchased or sold for the Participant's Plan
account, the times when purchases or sales are made or fluctuations in the
market value of HTC Common Stock.
26. Who bears the risk of market fluctuations in HTC Common Stock?
A Participant's investment in shares held in the Plan account is no
different than an investment in directly-held shares. The Participant
bears the risk of loss and the benefits of gain from market price changes
with respect to all shares.
Neither HTC nor Norwest can guarantee the value of a Participant's
investment in shares purchased under the Plan at any particular time. The
Participant should recognize that neither HTC nor Norwest provide any
assurance of a profit or protection against loss on any shares purchased
under the Plan. Investments through the Plan involve risks, including
possible loss of principal invested. As with any investment, the past
performance of HTC Common Stock is not a guarantee or indicator of future
results.
SUSPENSION, MODIFICATION OR TERMINATION OF THE PLAN
27. May the Plan be suspended, modified or terminated?
While the Plan is intended to continue indefinitely, HTC reserves the right
to suspend or terminate the Plan at any time, including during the period
between a dividend record date and the related Dividend Payment Date. HTC
also reserves the right to make modifications to the Plan at any time.
Participants will be
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notified of any such suspension, termination or modification. Following
any such action, Norwest may or may not continue to maintain shares in
book-entry form. See paragraph 18 above for more information.
HTC and Norwest reserve the right to terminate any Participant's
participation in the reinvestment of dividends at any time, including
during the period between a dividend record date and the related Dividend
Payment Date.
INTERPRETATION OF THE PLAN
28. How is the Plan to be interpreted?
Any question of interpretation arising under the plan will be determined by
HTC, and any such determination will be final. The terms and conditions of
the Plan shall be governed by the laws of the State of Minnesota.
WHO TO CONTACT
29. Who should be contacted about the Plan?
Any notice, instruction, request, election or direction which is required
or permitted under the Plan to be given by the Participant to Norwest shall
be written and will become effective when received by Norwest. Such
notice, instruction, request, election or direction shall be mailed postage
prepaid, addressed to:
Norwest Bank Minnesota, N.A.
Investment Plan Services
P.O. Box 64856
St. Paul, MN 55164-0856
Telephone: 1-800-468-9716 or 651-450-4064 (Direct telephone numbers for
Shareowner Services)
EXPERTS
The audited financial statements incorporated in this Prospectus by
reference have been audited by various independent accountants. The periods
covered by these audits are indicated in the individual accountants' reports.
Such financial statements have been so incorporated by reference in reliance on
reports of the various independent accountants given on the authority of such
firms as experts in auditing and accounting.
LEGAL MATTERS
The validity of the HTC Common Stock offered hereby has been passed upon
for HTC by Dorsey & Whitney LLP, Minneapolis, Minnesota.
INDEMNIFICATION
The Bylaws of HTC provide that the officers and directors of HTC shall be
indemnified under such circumstances and to the extent permitted by Minnesota
law. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling HTC,
pursuant to the foregoing provisions or otherwise, HTC has been informed that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.
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<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
SEC Registration Fee. . . . . . . . . . $ 1,853
Accounting Fees and Expenses. . . . . . 6,000
Legal Fees and Expenses . . . . . . . . 5,000
Printing Expenses . . . . . . . . . . . 3,000
Miscellaneous . . . . . . . . . . . . . 1,147
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Total. . . . . . . . . . . . . . . $ 17,000
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</TABLE>
All fees and expenses other than the SEC registration fee are estimated.
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The following description of indemnification allowed under Minnesota
statutory law is a summary rather than a complete description. Reference is
made to Section 302A.521 of the Minnesota Statutes, which is incorporated herein
by reference. The following summary is qualified in its entirety by that
reference.
Minnesota Statutes Section 302A.521 provides that a corporation shall
indemnify any person made or threatened to be made a party to a proceeding by
reason of the former or present official capacity of such person against
judgments, penalties, fines (including, without limitation, excise taxes
assessed against such person with respect to any employee benefit plan),
settlements and reasonable expenses, including attorneys' fees and
disbursements, incurred by such person in connection with the proceeding, if,
with respect to the acts or omissions of such person complained of in the
proceeding, such person (1) has not been indemnified therefor by another
organization or employee benefit plan; (2) acted in good faith; (3) received no
improper personal benefit and Section 302A.255 (with respect to director
conflicts of interest), if applicable, has been satisfied; (4) in the case of a
criminal proceeding, had no reasonable cause to believe the conduct was
unlawful; and (5) reasonably believed that the conduct was in the best interests
of the corporation in the case of acts or omissions in such person's official
capacity for the corporation or reasonably believed that the conduct was not
opposed to the best interests of the corporation in the case of acts or
omissions in such person's official capacity for other affiliated organizations.
HTC's Bylaws provide that HTC shall indemnify its officers and directors
under such circumstances and to the extent permitted by Section 302A.521 as now
enacted or hereafter amended.
ITEM 16. LIST OF EXHIBITS
5 Opinion of Dorsey & Whitney LLP regarding legality.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Olsen Thielen & Co., Ltd.
23.3 Consent of Dorsey & Whitney LLP (included in Exhibit 5 to this
Registration Statement).
24 Power of Attorney.
ITEM 17. UNDERTAKINGS
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 of 1933;
(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,
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<PAGE>
individually or in the aggregate, represent a fundamental change to
such information in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) under the
Securities Act if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective 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 in the information set forth in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and 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 Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(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 which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
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 Act and will be governed by the final adjudication of
such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Mankato, State of Minnesota, on May 7, 1999.
HICKORY TECH CORPORATION
By /s/ David A. Christensen
-----------------------------------------------------
David A. Christensen
Vice President and Chief Financial Officer
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.
Name Title Date
---- ----- ----
* Chairman, President and Chief May 7, 1999
- --------------------------------- Executive Officer (principal
Robert D. Alton executive officer)
/s/ David A. Christensen Vice President and Chief May 7, 1999
- --------------------------------- Financial Officer (principal
David A. Christensen financial officer and principal
accounting officer)
* Director May 7, 1999
- ---------------------------------
Lyle T. Bosacker
* Director May 7, 1999
- ---------------------------------
Myrita P. Craig
* Director May 7, 1999
- ---------------------------------
Robert K. Else
* Director May 7, 1999
- ---------------------------------
James H. Holdrege
* Director May 7, 1999
- ---------------------------------
Lyle G. Jacobson
* Director May 7, 1999
- ---------------------------------
R. Wynn Kearney, Jr.
* Director May 7, 1999
- ---------------------------------
Starr J. Kirklin
* Director May 7, 1999
- ----------------------------------
Robert E. Switz
* Director May 7, 1999
- ---------------------------------
Brett M. Taylor, Jr.
*By: /s/ David A. Christensen May 7, 1999
-----------------------------
David A. Christensen
Attorney-in-fact
II-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
- ------- -----------
<S> <C>
5 Opinion of Dorsey & Whitney LLP regarding legality
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Olsen Thielen & Co., Ltd.
23.3 Consent of Dorsey & Whitney LLP (included in Exhibit 5 to this Registration Statement).
24 Power of Attorney
</TABLE>
II-4
<PAGE>
EXHIBIT 5
[Dorsey & Whitney LLP Letterhead]
Hickory Tech Corporation
221 East Hickory Street
Mankato, MN 56002-3248
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Hickory Tech Corporation, a Minnesota
corporation (the "Company"), in connection with a Registration Statement on Form
S-3 (the "Registration Statement") to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to the sale
from time to time of up to 650,000 shares of common stock of the Company, no par
value ("Common Stock"), by the Company pursuant to its Automatic Dividend
Reinvestment Plan (the "Plan").
We have examined such documents and have reviewed such questions of law as
we have considered necessary and appropriate for the purposes of our opinions
set forth below. In rendering our opinions set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to us as copies. We have also assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all parties
to agreements or instruments relevant hereto other than the Company, that such
parties had the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. As to questions of fact material to our opinions, we have relied
upon certificates of officers of the Company and of public officials.
Based on the foregoing, we are of the opinion that the shares of Common
Stock to be sold by the Company pursuant to the Registration Statement have been
duly authorized by all requisite corporate action and, upon issuance and payment
therefor in accordance with the Plan, will be validly issued, fully paid and
nonassessable.
Our opinions expressed above are limited to the laws of the State of
Minnesota.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the reference to our firm under the heading
"Legal Matters" in the Prospectus constituting part of the Registration
Statement.
Dated: May 7, 1999
Very truly yours,
/s/ Dorsey & Whitney LLP
JLS
II-5
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 (File No. 000-13721) of our report dated January 29, 1999
relating to the financial statements, which appears in the 1998 Annual Report to
Shareholders of Hickory Tech Corporation, which is incorporated by reference in
Hickory Tech Corporation's Annual Report on Form 10-K for the year ended
December 31, 1998. We also consent to the reference to us under the heading
"Experts" in such Registration Statement.
PricewaterhouseCoopers LLP
Minneapolis, Minnesota
May 3, 1999
II-6
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Hickory Tech
Corporation and subsidiaries for the registration of 650,000 shares of common
stock and to the incorporation by reference therein of our report dated
January 30, 1998, on our audits of the consolidated financial statements of
Hickory Tech Corporation and subsidiaries as of December 31, 1997 and for the
years ended December 31, 1997 and 1996, which report is included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1998.
St. Paul, Minnesota OLSEN, THIELEN & CO., LTD.
May 3, 1999
II-7
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert D. Alton, Jr. and David A.
Christensen, and each of them, his or her true and lawful attorneys-in-fact and
agents, each acting alone, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-3 of Hickory Tech
Corporation and any additional Registration Statement pursuant to Rule 462(b)
under the Securities Act of 1933, as amended, and any and all amendments
(including post-effective amendments) to the Registration Statement (or
Registration Statements, if an additional Registration Statement is filed
pursuant to Rule 462(b)), 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, each acting alone,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, each acting alone, or
the substitutes for such attorneys-in-fact and agents, may lawfully do or cause
to be done by virtue hereof.
Name Date
---- ----
/s/ Robert D. Alton, Jr. April 12, 1999
------------------------------
Robert D. Alton, Jr.
/s/ David A. Christensen April 12, 1999
------------------------------
David A. Christensen
/s/ Robert K. Else April 12, 1999
------------------------------
Robert K. Else
/s/ Lyle T. Bosacker April 12, 1999
------------------------------
Lyle T. Bosacker
/s/ Myrita P. Craig April 12, 1999
------------------------------
Myrita P. Craig
/s/ James H. Holdrege April 12, 1999
------------------------------
James H. Holdrege
/s/ Lyle G. Jacobson April 12, 1999
------------------------------
Lyle G. Jacobson
/s/ R. Wynn Kearney, Jr. April 12, 1999
------------------------------
R. Wynn Kearney, Jr.
/s/ Starr J. Kirklin April 12, 1999
------------------------------
Starr J. Kirklin
/s/ Robert E. Switz April 12, 1999
------------------------------
Robert E. Switz
/s/ Brett M. Taylor, Jr. April 12, 1999
------------------------------
Brett M. Taylor, Jr.
