UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8/A
Post Effective Amendment No. 1
to Form S-8 Registration Statement
Under The Securities Act of 1933
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Hector Communications Corporation
(Exact name of registrant as specified in its charter)
Minnesota 41-166660
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
211 South Main Street
Hector, Minnesota 55342
(Address of Principal Executive Offices and zip code)
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HECTOR COMMUNICATIONS CORPORATION 1999 STOCK PLAN
(Full title of the Plan)
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Curtis A. Sampson Copy to:
Chief Executive Officer Richard A. Primuth, Esq.
Hector Communications Corporation Lindquist & Vennum P.L.L.P.
211 South Main Street 4200 IDS Center
Hector, Minnesota 55342 80 South Eighth Street
(320) 848-6611 Minneapolis, MN 55402
(Name, address and telephone (612) 371-3211
number, including area code,
of agent for service)
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CALCULATION OF REGISTRATION FEE*
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registra-
Registered Registered Per Share(1) Price(1) tion Fee
Common Stock, 300,000 shares $15.75 $4,725,000 $1,331.55
$.01 par value,
to be issued pursuant
to Hector Communications
Corporation 1999 Stock Plan
*No additional securities are to be registered and registration fees were paid
upon the filing of the original Registration Statement File No. 333-91967.
Therefore, no further registration fee is required.
<PAGE>
Explanatory Note:
This Post-Effective Amendment to the Form S-8 Registration Statement as
filed with the Commission December 2, 1999 (File No. 333-91967) is being filed
solely to amend the Independent Auditor's Consent, Exhibit 23.2 as follows:
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Hector Communications Corporation on Form S-8 relating to the increase in
authorized shares of common stock under the Hector Communications Corporation
1999 Stock Plan of our report dated February 17, 1999 on the 1998 financial
statements, appearing in the Annual Report on Form 10-K of Hector Communications
Corporation for the year ended December 31, 1998.
OLSEN THIELEN & CO., LTD.
/s/Olsen Thielen & Co., Ltd.
December 1, 1999
St. Paul, Minnesota
Item 8. Exhibits.
Exhibit
23.2 Consent of Olsen Thielen & Co., Ltd., independent public accountants
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Post-Effective Amendment to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Hector, Minnesota on December 10, 1999.
HECTOR COMMUNICATIONS CORPORATION
By /s/ Curtis A. Sampson
Curtis A. Sampson, Chairman and
Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment to the Form S-8 Registration Statement has been signed by the
following persons in the capacities indicated on December 10, 1999
/s/ Curtis A. Sampson Chairman of the Board of Directors,
Curtis A. Sampson Chief Executive Officer and Director
* President, Chief Operating Officer,
Steven H. Sjogren and Director
* Vice President, Treasurer
Paul N. Hanson and Director
* Director
Charles R. Dickman
* Director
James O. Ericson
* Director
Paul A. Hoff
* Director
Wayne E. Sampson
* Director
Edward E. Strickland
* By /s/ Curtis A. Sampson
Curtis A. Sampson,
Attorney-In-Fact
<PAGE>
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Hector Communications Corporation on Form S-8 relating to the increase in
authorized shares of common stock under the Hector Communications Corporation
1999 Stock Plan of our report dated February 17, 1999 on the 1998 financial
statements, appearing in the Annual Report on Form 10-K of Hector Communications
Corporation for the year ended December 31, 1998.
OLSEN THIELEN & CO., LTD.
/s/ Olsen Thielen & Co., Ltd.
December 1, 1999
St. Paul, Minnesota
