SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
[ ] Preliminary information statement [ ] Confidential, for Use of the
Commission Only (as permitted by
[x] Definitive information statement Rule 14c-5(d)(2))
CENTENNIAL COMMUNICATIONS CORP.
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(Name of Registrant as Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14c-5(g).
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-
11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
CENTENNIAL COMMUNICATIONS CORP.
1305 CAMPUS PARKWAY
NEPTUNE, NJ 07753
June 16, 2000
Dear Stockholder:
We have obtained the written consent of certain of our stockholders
of record as of May 31, 2000 to approve an amendment to our Amended and
Restated Certificate of Incorporation authorizing 10,000,000 shares of
Preferred Stock, par value $.01 per share, which may be issued in series from
time to time. This amendment would change the authorized shares of capital
stock such that 10,000,000 shares would be Preferred Stock, par value $.01
per share, and 140,000,000 shares would be Common Stock, par value $.01 per
share. The amendment will be reflected in a newly Amended and Restated
Certificate of Incorporation. Our board of directors has also approved the
amendment. Your consent is not required and is not being solicited in
connection with these actions.
Pursuant to Section 228 of the Delaware General Corporation Law,
you are hereby being provided with notice of the approval of these actions by
less than unanimous written consent of our stockholders. Pursuant to the
Securities Exchange Act of 1934, with this letter you are being furnished an
information statement relating to these actions.
By Order of the Board of Directors
/s/ Tony L. Wolk
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Tony L. Wolk
Vice President, General Counsel
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<PAGE>
CENTENNIAL COMMUNICATIONS CORP.
1305 CAMPUS PARKWAY
NEPTUNE, NJ 07753
INFORMATION STATEMENT
GENERAL
This information statement is being mailed on or about June 16,
2000 to holders of record as of May 31, 2000 of our common stock, par value
$.01 per share (the "Common Stock"). This statement is furnished in
connection with the taking of action by written consent of the holders of a
majority of the outstanding shares of Common Stock approving an amendment to
our Amended and Restated Certificate of Incorporation authorizing 10,000,000
shares of Preferred Stock, par value $.01 per share, which may be issued in
series from time to time. This amendment would change the authorized shares
of capital stock such that 10,000,000 shares would be Preferred Stock, par
value $.01 per share, and 140,000,000 would be Common Stock, par value $.01
per share (the "Amendment"). The Amendment will be reflected in a newly
Amended and Restated Certificate of Incorporation. THE COMPANY IS NOT ASKING
YOU FOR A PROXY OR CONSENT AND YOU ARE REQUESTED NOT TO SEND US A PROXY OR
CONSENT.
As of May 31, 2000, there were outstanding 94,343,211 shares of
Common Stock held of record by 122 stockholders. Each share of Common Stock
is entitled to one vote. The record date for purposes of the written consent
to this action was May 31, 2000. However, because Welsh, Carson, Anderson &
Stowe VIII, L.P., Welsh, Carson, Anderson & Stowe VII, L.P., WCAS Capital
Partners III, L.P., WCAS Information Partners, L.P., Blackstone CCC Capital
Partners L.P., Blackstone CCC Offshore Capital Partners L.P. and Blackstone
Family Investment Partnership III L.P. together hold at least a majority of
the issued and outstanding shares of Common Stock and, therefore, had
sufficient voting power to approve the Amendment through their ownership of
our Common Stock, no other stockholder consents are being solicited and no
stockholders' meeting is being held in connection with these actions.
SECURITIES OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
PRINCIPAL STOCKHOLDERS OF THE COMPANY
The table below contains information regarding the beneficial
ownership of our Common Stock as of May 31, 2000 by each stockholder who owns
beneficially five percent or more of our Common Stock. Holders of Common
Stock are entitled to one vote per share.
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<PAGE>
As used in this table, "beneficial ownership" means the sole or
shared power to vote, or to direct the voting of, a security, or the sole or
shared investment power with respect to a security (i.e., the power to
dispose of, or to direct the disposition of, a security). In addition, for
purposes of this table, a person is deemed, as of any date, to have
"beneficial ownership" of any security that such person has the right to
acquire within 60 days after such date. The number of shares beneficially
owned by each stockholder is determined according to the rules of the
Securities and Exchange Commission, and the information is not necessarily
indicative of ownership for any other purpose. Under current rules,
beneficial ownership includes any shares as to which the individual or entity
has sole or shared voting power or investment power. As a consequence,
several persons may be deemed to be the "beneficial owners" of the same
shares.
Unless otherwise noted in the footnotes to this table, each of the
stockholders named in this table has sole voting and investment power with
respect to Common Stock shown as beneficially owned. The percentage
ownership of each stockholder is calculated based on 94,343,211 shares of
Common Stock outstanding on May 31, 2000.
<TABLE>
<CAPTION>
Beneficial
Ownership of Percent of
Name and Address Shares Class Owned
---------------- ------------ -----------
<S> <C> <C>
Welsh, Carson, Anderson & Stowe VIII, L.P.<F1> 51,747,078 55.0
WCAS Capital Partners III, L.P.<F1> 4,879,521 5.2
Blackstone Investors<F2> 28,172,043 29.9
Thomas E. McInerney<F3> 56,626,599 60.2
Anthony J. de Nicola<F4> 56,626,599 60.2
Rudolph E. Rupert<F5> 56,626,599 60.2
Mark T. Gallogly<F6> 28,172,043 29.9
Lawrence H. Guffey<F6> 28,172,043 29.9
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<FN>
<F1> The address for Welsh, Carson, Anderson & Stowe VIII, L.P., Mr.
McInerney, Mr. de Nicola, Mr. Rupert and WCAS Capital Partners III, L.P.
is 320 Park Avenue, Suite 2500, New York, New York 10022. Certain of the
shares reflected as owned by Welsh, Carson, Anderson & Stowe VIII, L.P.
are owned beneficially and of record by Welsh, Carson, Anderson & Stowe
VII, L.P. (5,833,053) and WCAS Information Partners, L.P. (204,669),
limited partnerships and corporations affiliated with Welsh, Carson,
Anderson & Stowe VIII, L.P. Up to an aggregate 2,587,356 shares
included as beneficially owned by Welsh, Carson, Anderson & Stowe VIII,
L.P. are owned beneficially and of record by individuals who are members
of the limited liability company that serves as its sole general
partner, including Messrs. McInerney, de Nicola and Rupert, and
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<PAGE>
individuals employed by its investment advisor. Messrs. McInerney, de
Nicola and Rupert may be deemed to share beneficial ownership of the
shares owned by Welsh, Carson, Anderson & Stowe VIII, L.P., and disclaim
beneficial ownership of such shares except to the extent owned of record
by them.
<F2> The total number of shares beneficially owned by Blackstone Investors
are owned by Blackstone CCC Capital Partners L.P. (22,413,222),
Blackstone CCC Offshore Capital Partners L.P. (4,068,495) and Blackstone
Family Investment Partnership III L.P. (1,690,326). Blackstone
Management Associates III L.L.C. ("BMA") is the general partner of each
of these partnerships, and Messrs. Peter G. Peterson and Stephen A.
Schwarzman, as the founding members of BMA, may be deemed to share,
together with BMA, beneficial ownership of such shares. The address of
the Blackstone Investors, BMA and Messrs. Peterson, Gallogly, Guffey and
Schwarzman is c/o The Blackstone Group, 345 Park Avenue, New York, New
York 10154. Mr. Gallogly, who is a member of BMA, and Mr. Guffey, who
is an employee of affiliates of BMA, disclaim beneficial ownership of
such shares.
<F3> Mr. McInerney, a director of the Company, owns of record 465,984 shares
of Common Stock. Welsh, Carson, Anderson & Stowe VIII, L.P., Welsh,
Carson, Anderson & Stowe VII, L.P., WCAS Information Partners, L.P.,
WCAS Capital Partners III, L.P. and individuals who are members of the
limited liability company that serves as Welsh, Carson, Anderson & Stowe
VIII's general partner, affiliates of Mr. McInerney, own the remaining
shares of common stock. Mr. McInerney disclaims beneficial ownership of
such shares except to the extent owned of record by him.
<F4> Mr. de Nicola, a director of the Company, owns of record 40,932 shares
of Common Stock. Welsh, Carson, Anderson & Stowe VIII, L.P., Welsh,
Carson, Anderson & Stowe VII, L.P., WCAS Information Partners, L.P.,
WCAS Capital Partners III, L.P., and individuals who are members of the
limited liability company that serves as Welsh, Carson, Anderson & Stowe
VIII's general partner, affiliates of Mr. de Nicola, own the remaining
shares of Common Stock. Mr. de Nicola disclaims beneficial ownership of
such shares except to the extent owned of record by him.
<F5> Mr. Rupert, a director of the Company, owns of record 40,932 shares of
Common Stock. Welsh, Carson, Anderson & Stowe VIII, L.P., Welsh, Carson,
Anderson & Stowe VII, L.P., WCAS Information Partners, L.P., WCAS
Capital Partners III, L.P., and individuals who are members of the
limited liability company that serves as Welsh, Carson, Anderson & Stowe
VIII's general partner, affiliates of Mr. Rupert, own the remaining
shares of Common Stock. Mr. Rupert disclaims beneficial ownership of
such shares except to the extent owned of record by him.
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<PAGE>
<F6> Messrs. Gallogly and Guffey, each directors of the Company, do not own
of record any shares of Common Stock. Blackstone CCC Capital Partners
L.P., Blackstone CCC Offshore Partners L.P. and Blackstone Family
Investment Partnership III L.P., affiliates of Messrs. Gallogly and
Guffey, own all of the shares of Common Stock. Messrs. Gallogly and
Guffey disclaim beneficial ownership of such shares except to the extent
owned of record by either of them.
</TABLE>
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<PAGE>
BENEFICIAL OWNERSHIP BY MANAGEMENT
The following table sets forth, as of May 31, 2000, certain
information with respect to the beneficial ownership of shares of Common
Stock of certain of our directors, our Chief Executive Officer, each of our
other four most highly compensated executive officers (based on amounts
reported as salary and bonus for the fiscal year ended May 31, 2000) and all
directors, nominees for director and executive officers as a group. See
"Principal Stockholders of the Company" for ownership by directors not listed
below.
<TABLE>
<CAPTION>
Beneficial Percent of
Name Ownership of Shares Class Owned
----- ------------------- -----------
<S> <C> <C>
Michael J. Small 483,750<F2> <F1>
J. Stephen Vanderwoude 7,500<F3> <F1>
John M. Scanlon 4,500<F4> <F1>
Phillip Mayberry 135,000<F5> <F1>
Thomas Cogar 48,750<F6> <F1>
Kari Jordan 105,000<F7> <F1>
Peter W. Chehayl 93,750<F8> <F1>
All directors and executive 85,967,154<F9> 92
officers as a group (16 persons)
<FN>
<F1> Less than 1%.
<F2> Consists of 111,669 shares which Mr. Small owns directly and 372,081
shares which Mr. Small has the right to acquire pursuant to a stock
option grant.
<F3> Consists of 3,000 shares which Mr. Vanderwoude owns directly and 4,500
shares which Mr. Vanderwoude has the right to acquire pursuant to a
stock option grant.
<F4> Consists of 4,500 shares which Mr. Scanlon has the right to acquire
pursuant to a stock option grant.
<F5> Consists of 21,669 shares which Mr. Mayberry owns directly and 113,331
shares which Mr. Mayberry has the right to acquire pursuant to a stock
option grant.
<F6> Consists of 21,669 shares which Mr. Cogar owns directly and 27,081
shares which Mr. Cogar has the right to acquire pursuant to a stock
option grant.
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<F7> Consists of 105,000 shares which Ms. Jordan has the right to acquire
pursuant to a stock option grant.
<F8> Consists of 44,169 shares which Mr. Chehayl owns directly and 49,581
shares which Mr. Chehayl has the right to acquire pursuant to a stock
option grant.
<F9> Consists of 85,000,830 shares owned directly by such persons and 966,324
shares which may be acquired by such persons pursuant to stock option
grants.
</TABLE>
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<PAGE>
AUTHORIZATION OR ISSUANCE OF SECURITIES
OTHERWISE THAN FOR EXCHANGE FOR OUTSTANDING SECURITIES
The terms of any series of Preferred Stock, including dividend or
interest rates, conversion prices, voting rights, redemption prices, maturity
dates and similar matters will be determined by the board of directors from
time to time. The Preferred Stock may be sold in multiple series, from time
to time, either publicly under a registration statement filed with the
Securities and Exchange Commission or privately pursuant to exemptions from
the Securities Act of 1933, as amended. The purpose of authorizing the
Preferred Stock is to provide the board of directors with more flexibility in
raising capital for the Company in the future. Further authorization for the
issuance of any Preferred Stock by a vote of security holders is not expected
to be solicited prior to such issuance.
AMENDMENT TO CERTIFICATE OF INCORPORATION
On June 5, 2000, our board of directors adopted resolutions
authorizing, and on June 5, 2000 the holders of in excess of a majority of
the outstanding shares of Common Stock approved, an amendment to our Amended
and Restated Certificate of Incorporation authorizing 10,000,000 shares of
Preferred Stock, par value $.01 per share, which may be issued in series from
time to time. The Amendment would change the authorized shares of capital
stock such that 10,000,000 shares would be Preferred Stock, par value $.01
per share, and 140,000,000 shares would be Common Stock, par value $.01 per
share. The amendment will be reflected in a newly Amended and Restated
Certificate of Incorporation of the Company.
ON WRITTEN REQUEST OF ANY STOCKHOLDER, A COPY OF OUR ANNUAL REPORT
ON FORM 10-K FOR THE FISCAL YEAR ENDED MAY 31, 1999, INCLUDING THE FINANCIAL
STATEMENTS AND THE SCHEDULES THERETO, AND THE QUARTERLY REPORTS FOR THE FIRST
THREE FISCAL QUARTERS IN THE FISCAL YEAR ENDED MAY 31, 2000 REQUIRED TO BE
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 13a-1
UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED, MAY BE OBTAINED
WITHOUT CHARGE FROM TONY WOLK, VICE PRESIDENT, GENERAL COUNSEL, CENTENNIAL
COMMUNICATIONS CORP., 1305 CAMPUS PARKWAY, NEPTUNE, NEW JERSEY 07753.
By Order of the Board of Directors
/s/ Tony L. Wolk
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Tony L. Wolk
Vice President, General Counsel
June 16, 2000
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