UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) Of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 25, 2006
Citizens Communications Company
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
001-11001 06-0619596
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(Commission File Number) (IRS Employer Identification No.)
3 High Ridge Park, Stamford, Connecticut 06905
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(Address of principal executive offices) (Zip Code)
(203) 614-5600
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
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On May 25, 2006, the stockholders of Citizens Communications Company (the
"Company") approved the adoption of the Company's Non-Employee Directors' Equity
Incentive Plan (the "Plan"). The Plan will expire in 2016. Upon approval of the
Plan, no further equity awards will be made pursuant to the Amended and Restated
Citizens Utilities Company Non-Employee Directors' Deferred Fee Equity Plan (the
"Predecessor Plan"), which is scheduled to terminate on May 22, 2007.
Subject to certain adjustments, a maximum of 2,000,000 shares of the
Company's common stock may be issued and delivered under the Plan. In addition,
shares of common stock that are available under the Predecessor Plan (536,751
shares as of March 28, 2006) and shares of common stock that are subject to
awards that are terminated, cancelled, forfeited, or that expire under the
Predecessor Plan will be available for issuance under the Plan.
The Plan is available to all of the Company's non-employee directors.
The Plan provides that non-employee directors may be granted options to
purchase shares of the Company's common stock, subject to the terms of the Plan.
Options granted under the Plan will vest and become exercisable six months after
the date on which the option was granted, unless the Board of Directors has
specified otherwise. Generally, options granted under the Plan expire ten years
after the date on which they were granted or, if earlier, on the first
anniversary of a director's resignation, death, retirement or other termination
of service as a director. The exercise price of a share of common stock
purchased pursuant to such an option may not be less than 100% of the fair
market value of a share of our common stock on the date the option was granted.
Unless otherwise determined by the Board of Directors, each non-employee
director will receive a grant of 3,500 stock units at the beginning of each plan
year. In addition, non-employee directors may be granted certain of their fees,
such as their annual retainer fees, in the form of stock units. Non-employee
directors may also elect to defer receipt of cash fees in the form of stock
units. Each stock unit represents the economic equivalent of one share of common
stock.
With respect to the cash fees that directors have elected to defer and
receive in the form of stock units, in the absence of a determination by the
Board of Directors to the contrary, each non-employee director will be credited
with a number of stock units determined by dividing the total amount of cash
fees deferred in that quarter by 85% of the closing price of our common stock on
the last business day of the quarter. Stock unit accounts are also adjusted to
reflect changes in the Company's capitalization. In addition, if a dividend is
paid in cash or property, or if there is another distribution payable to holders
of common stock, a non-employee director's stock unit account will be credited
with additional stock units with a fair market value equal to such dividend or
distribution. Payments made to directors from their stock unit accounts are
payable after the director ceases his or her service as a director. Non-employee
directors may either receive one share of stock per stock unit (and cash for any
fractional share) or cash representing the fair market value of the stock units
on the date of the non-employee director's termination of service as a director.
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In the event of a "change in control" of the Company (as defined), all
options granted under the Plan will become immediately exercisable in full and
will remain exercisable in accordance with their terms.
The Plan is intended to comply with the deferred compensation rules imposed
by Section 409A of the Internal Revenue Code and with the requirements of Rule
16b-3 of the Securities Exchange Act of 1934.
The foregoing summary description of the Plan is qualified in its entirety
by reference to the actual terms of the Plan, which is filed hereto as Exhibit
99.1 and incorporated herein by reference. For additional information regarding
the Plan, see "Proposed Non-Employee Directors' Equity Incentive Plan" on pages
23-25 of the Company's 2006 Proxy Statement, as filed with the Securities and
Exchange Commission on April 17, 2006, which is incorporated herein by
reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
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Fiscal Year
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On May 25, 2006, the Board of Directors of the Company amended the
Company's Bylaws. The Bylaws, as amended, are filed herewith as Exhibit 99.2 and
incorporated herein by reference. The amendments to the Bylaws provide as
follows:
(1) Ability to Call Special Stockholder Meetings and Board Meetings.
Special meetings of the stockholders and Board meetings may be called
by the Chairman of the Board and/or the Chief Executive Officer.
Previously, the Bylaws provided that special meetings of the
stockholders and Board meetings may be called by the Chief Executive
Officer. The ability of a majority of the Board or stockholders
holding 50% of the capital stock to call special meetings of the
stockholders and the ability of the Board by resolution to call Board
meetings remain unchanged.
(2) Notice of Business by Stockholders. For stockholders to properly bring
business before an annual meeting of stockholders, including
nominations for director, in circumstances where an annual meeting was
not held in the prior year or if the annual meeting is called for a
date that is more than thirty (30) days from the anniversary of the
prior year's annual meeting, notice must be received not less than a
reasonable time, as determined by the Board of Directors, prior to the
printing and mailing of the proxy materials for the applicable annual
meeting. Previously, the Bylaws provided that in the event a meeting
was called for a date that was not within twenty-five (25) days before
or after the anniversary date, notice must have been received not
later than the close of business on the tenth (10th) day following the
day on which notice of the date of the annual meeting was mailed or
public disclosure of the annual meeting was made, whichever occurred
first. Previously, the Bylaws did not address situations in which
annual meeting was not held in the prior year.
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(3) Director Emeritus. The position of Director Emeritus was eliminated.
No Director Emeritus was designated at the time of the amendment.
(4) Board Committees. The provisions setting forth committees of the
Board, requiring an Executive Committee, a Nominating and Corporate
Governance Committee, a Compensation Committee and an Audit Committee,
and including a list of duties of each committee and membership
requirements were replaced with a general provision authorizing the
Board of Directors to designate such committees with such powers as
the Board provides. The Company is required by New York Stock Exchange
Listing Requirements to have and does have an Audit Committee,
Nominating and Corporate Governance Committee and Compensation
Committee, the responsibilities of which are set forth in their
respective charters adopted by the Board. The Company also has a
Retirement Plan Committee.
(5) Independence Requirements. The provisions requiring a majority of
Directors to be independent and setting forth the independence
requirements have been deleted. The Company is required to and does
comply with the independence requirements of the New York Stock
Exchange and Securities and Exchange Commission. Accordingly, such
Bylaw provisions were unnecessary.
(6) Officers. The list of officers that the Board is required to elect has
been modified. The Chief Executive Officer has been empowered to fill
officer vacancies (except in the position of Chief Executive Officer).
Detailed provisions setting out the duties of the Company's officers
have been deleted to allow the Board of Directors flexibility in
setting the duties of the Company's officers.
(7) Uncertificated Stock/Lost Certificates. Provisions have been added
clarifying that stock may be issued in uncertificated book-entry stock
form and providing procedures for transfers of uncertificated stock.
In addition, provisions regarding lost certificate procedures have
been updated to include procedures for the issuance of uncertificated
stock in place of lost certificates.
(8) Dividends. The provision setting out what funds shall be used when the
Board declares dividends has been replaced with a general provision
providing that the Board may declare dividends subject to the
restrictions contained in the Delaware General Corporation Law.
(9) Updating of Notice Provisions. Archaic notice methods (such as
telegram and telex) have been deleted and modern notice methods (such
as facsimile, email and other electronic transmission) have been
added.
Item 8.01 Other Events
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On May 25, 2006, the Company announced that its Board of Directors declared
a regular quarterly cash dividend of $0.25 per share, payable on June 30, 2006
to holders of record at the close of business on June 9, 2006. A copy of the
Company's press release issued on May 25, 2006 announcing the declaration of the
dividend is filed herewith as Exhibit 99.3 and incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits
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(d) Exhibits
99.1 Citizens Communications Company Non-Employee Directors'
Equity Incentive Plan (attached as Appendix B to the
Company's 2006 Proxy Statement, as filed with the Securities
and Exchange Commission on April 17, 2006, and incorporated
herein by reference).
99.2 Bylaws of Citizens Communications Company.
99.3 Press Release of Citizens Communications Company released
May 25, 2006.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CITIZENS COMMUNICATIONS COMPANY
Date: May 31, 2006 By: /s/ Robert J. Larson
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Robert J. Larson
Senior Vice President and
Chief Accounting Officer