As filed with the Securities and Exchange Commission
on January 27, 1999
Registration No. 333-41283
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POSTEFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CONESTOGA ENTERPRISES, INC.
Pennsylvania 23-256-5087
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
202 East First Street, Birdsboro, Pennsylvania 19508
(Address of Principal Executive Offices) (Zip Code)
THE CONESTOGA TELEPHONE AND TELEGRAPH COMPANY EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
John S. Hibschman, Esquire
Barley, Snyder, Senft & Cohen, LLC
P.O. Box 942
542 Court Street
Reading, Pennsylvania 19603-0942
(Name and Address of Agent for Service)
(610) 376-6651
(Telephone Number of Agent for Service)
The Exhibit Index is listed on Page 7.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
By a Registration Statement on Form S-8, Registration No. 333-41283 filed
on December 1, 1997, the Corporation registered 100,000 shares of the
Corporation's Common Stock, par value $5.00 per share (the "Common Stock"), in
connection with the Conestoga Enterprises, Inc. Employee Stock Purchase Plan
(the "Plan"). The original Plan permitted employees to have the Corporation
withhold from 2% to 10% of their annual pay, as defined in the Plan. The
Corporation has amended the Plan, effective February 1, 1999, to permit
employees to have the Corporation withhold from 1% to 10% of their annual pay.
The Registrant's Form S-8 Registration Statement is hereby amended to
incorporate such amendment in the Plan and the Prospectus therefor.
Item 3. Incorporation of Documents by Reference
The Corporation hereby incorporates herein by reference into this
Registration Statement the documents listed in (a) through (c) below. The
Corporation also incorporates all documents subsequently filed by it with the
Securities and Exchange Commission (the "Commission") 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 which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold from the date of filing of such documents:
(a) The latest annual report of the Corporation pursuant to
Section 13(a) or 15(d) under the Exchange Act;
(b) All other reports of the Corporation filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act since the end of the fiscal year
covered by the annual report referred to in (a) above; and
(c) The description of the capital stock of the Corporation
contained in the Corporation's Registration Statement on Form 8-A filed
pursuant to Section 12 of the Securities Exchange Act, including any
amendment or report filed for the purpose of updating such description.
Item 4. Description of Securities
Not Applicable
Item 5. Interests on Named Experts and Counsel
The validity of the shares of Common Stock to be issued in
connection with the Plan is being passed upon by Barley, Snyder, Senft & Cohen,
LLC, Reading, Pennsylvania. James H. Murray, of counsel to Barley, Snyder,
Senft Cohen, LLC, is Vice President and a Director of the Corporation and
owns 37,050 shares. John S. Hibschman, the partner of Barley, Snyder, Senft
& Cohen, LLC, participating in this matter owns of record, or beneficially,
5,214 Shares. <PAGE>
Item 6. Indemnification of Directors and Officers
As permitted by the Pennsylvania Business Corporation Law (the
"PBCL"), the Corporation's Bylaws provide that directors shall not be
personally liable to the Corporation or its shareholders for monetary damages
for any action taken, or any failure to take any action, unless the director
has breached or failed to perform the duties of his or her office under
applicable Pennsylvania law and the breach or failure to perform constitutes
self-dealing, willful misconduct or recklessness. These provisions, however,
do not apply to the responsibility or liability of a director pursuant to any
criminal statute or the liability of a director for the payment of taxes
pursuant to local, state or federal law.
Sections 1741 and 1742 of the PBCL generally provide that a
corporation may indemnify directors and officers against liabilities they may
incur in such capacity provided that the particular person acted in good faith
and in a manner he or she reasonably believed to be in, or not opposed to, the
best interests of the corporation, and, with respect to any criminal
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
In the case of actions against a director or officer by or in the right of the
corporation, the power to indemnify extends only to expenses (not judgments and
amounts paid in settlement) and such power generally does not exist if the
person otherwise entitled to indemnification shall have been adjudged to be
liable to the corporation unless it is judicially determined that, despite the
adjudication of liability but in view of all the circumstances of the case,
the person is fairly and reasonably entitled to indemnification for specified
expenses. Section 1743 of the PBCL also requires a corporation to indemnify
directors and officers against expenses they may incur in defending actions
against them in such capacities if they are successful on the merits or
otherwise in the defense of such actions.
Section 1746 of the PBCL also grants a corporation broad authority,
beyond the power granted under Sections 1741 and 1742, to indemnify its
directors, officers and other agents for liabilities and expenses incurred in
such capacity, except in circumstances where the act or failure to act giving
rise to the claim for indemnification is determined by a court to have
constituted willful misconduct or recklessness. Pursuant to the authority of
Section 1746 of the PBCL, the Corporation's Bylaws provide for indemnification
of directors, officers and other agents of the Corporation to the extent
otherwise permitted by Section 1741 of the PBCL and also in certain
circumstances not otherwise permitted by Sections 1741 and 1742 of the PBCL.
Item 7. Exemption from Registration Claimed
Not Applicable
Item 8. Exhibits
Exhibit
Number Description
4.1 Articles of Incorporation of the Corporation. (1)
4.2 Bylaws of the Corporation. (2)
<PAGE>
5.1 Opinion of Barley, Snyder, Senft & Cohen, LLC regarding
legality of the Common shares being issued under the
Plan.
23.1 Consent of Barley, Snyder, Senft & Cohen, LLC.
23.2 Consent of Beard and Company, Inc.
24.1 Powers of Attorney (included on the signature page).
99.1 Conestoga Enterprises, Inc. Employee Stock Purchase Plan
as amended December 22, 1998.
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(1) Incorporated herein by reference to sequentially numbered
pages 53-56 to the Corporation's Annual Report on Form 10-K
for the year ended December 31, 1992.
(2) Incorporated herein by reference to sequentially numbered 57-66
to the Corporation's Annual Report on Form 10-K for the
year ended December 31, 1992.
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 to
include any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change to
such information in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933 (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 Securities Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
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 provisions described in Item 6 of this
Registration Statement, 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 of 1933, as amended,
this 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 Borough of Birdsboro, Commonwealth of Pennsylvania, on
January 26, 1999.
CONESTOGA ENTERPRISES, INC.
By:/s/ Albert H. Kramer
Albert H. Kramer
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on January 26, 1999.
Signature Title Date
/s/ F. M. Brown Director 01/26/99
F. M. Brown
/s/ John R. Bentz Chairman of the Board
John R. Bentz and a Director 01/26/99
/s/ James H. Murray Vice President and a Director 01/26/99
James H. Murray
/s/ Kenneth A. Benner Secretary/Treasurer and a 01/26/99
Kenneth A. Benner Director
/s/ Albert H. Kramer President 01/26/99
Albert H. Kramer
/s/ Donald R. Breitenstein Controller and a Director 01/26/99
Donald R. Breitenstein (principal accounting officer)
/s/ Robert E. Myers Director 01/26/99
Robert E. Myers
/s/ Jean M. Ruhl Director 01/26/99
Jean M. Ruhl
/s/ John M. Sausen Director 01/26/99
John M. Sausen
/s/ Richard G. Weidner Director 01/26/99
Richard G. Weidner
Pursuant to the requirements of the Securities Act of 1933, the Plan has
duly caused this Amended Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the Borough of Birdsboro, County
of Berks and Commonwealth of Pennsylvania, on the day of January, 1999.
CONESTOGA ENTERPRISES, INC.
EMPLOYEE STOCK PURCHASE PLAN
By:
Chairman of Administration
Committee
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
this 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 Borough of Birdsboro, Commonwealth of
Pennsylvania, on January 26, 1999.
CONESTOGA ENTERPRISES, INC.
By:
Albert H. Kramer
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on January 26, 1999.
Signature Title Date
Director 01/26/99
F. M. Brown
Chairman of the Board
John R. Bentz and a Director 01/26/99
Vice President and a Director 01/26/99
James H. Murray
Secretary/Treasurer and a 01/26/99
Kenneth A. Benner Director
President 01/26/99
Albert H. Kramer
Controller and a Director 01/26/99
Donald R. Breitenstein (principal accounting officer)
Director 01/26/99
Robert E. Myers
Director 01/26/99
Jean M. Ruhl
Director 01/26/99
John M. Sausen
Director 01/26/99
Richard G. Weidner
Pursuant to the requirements of the Securities Act of 1933, the Plan has
duly caused this Amended Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the Borough of Birdsboro,
County of Berks and Commonwealth of Pennsylvania, on the day of January, 1999.
CONESTOGA ENTERPRISES, INC.
EMPLOYEE STOCK PURCHASE PLAN
By:
Chairman of Administration
Committee
EXHIBIT INDEX
Sequential Page Number
Exhibit No. or Reference
4.1 Articles of Incorporation of the Incorporated by reference.
Corporation
4.2 Bylaws of the Corporation Incorporated by reference.
5.1 Opinion of Barley, Snyder, Senft
& Cohen, LLC regarding Filed herewith at Page .
legality of the Common Shares
being registered
23.1 Consent of Barley, Snyder, Senft Filed herewith at Page .
& Cohen, LLC
23.2 Consent of Beard and Company, Inc. Filed herewith at Page .
24.1 Powers of Attorney Included on the Signature
Page.
99.1 Conestoga Enterprises, Inc. Filed herewith at Page .
Employee Stock Purchase Plan 260
January 26, 1999
Securities and Exchange Commission
Washington, D.C. 20549
Re: Amendment #1 to Form S-8 Registration Statement of 100,000 Shares
to be Issued Pursuant to the Conestoga Enterprises, Inc. Employee
Stock Purchase Plan as amended on December 22, 1998
Gentlemen:
It is the opinion of this firm, counsel for the above registrant, that
the above stock can be legally registered and when said stock is sold will be
legally issued, fully paid and non-assessable under the laws of the
Commonwealth of Pennsylvania and the United States of America.
Very truly yours,
BARLEY, SNYDER, SENFT & COHEN, LLC
jms
Exhibit 5
260
January 26, 1999
Securities and Exchange Commission
Washington, D.C. 20549
Re: Amendment #1 to Form S-8 Registration Statement of 100,000 Shares
to be Issued Pursuant to the Conestoga Enterprises, Inc. Employee
Stock Purchase Plan as amended on December 22, 1998
Gentlemen:
On behalf of Barley, Snyder, Senft & Cohen, LLC, we consent to the
reference to us in the registrant's Prospectus and Amendment #1 to Registration
Statement on Form S-8 as to the giving of legal opinions in matters pertaining
to the Prospectus and Registration Statement, and, also, we consent to the use
of our name with respect to the opinion letter, being Exhibit No. 5 of the
Registration Statement, as amended.
Very truly yours,
BARLEY, SNYDER, SENFT & COHEN, LLC
jms
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
Conestoga Enterprises, Inc.
Birdsboro, Pennsylvania 19508
In connection with the foregoing Amendment #1 to Registration Statement
on Form S-8 and the related Prospectus, we hereby consent to the incorporation
by reference herein of our report dated January , 1998, which appears in the
annual report on Form 10-K of Conestoga Enterprises, Inc.
We also consent to the reference to our firm under the caption
"Experts" in the Prospectus referred to in this Registration Statement.
BEARD & COMPANY, INC.
Reading, Pennsylvania
January 26, 1999
Exhibit 23.2
