UNITED STATES OF AMERICA

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

FORM 10-Q/A

(Amendment No. 1)

 

(Mark One)

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2008

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from__________ to __________

 

Commission File No.: 000-09881

 

SHENANDOAH TELECOMMUNICATIONS COMPANY

(Exact name of registrant as specified in its charter)

 

VIRGINIA

54-1162807

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer Identification No.)

 

500 Shentel Way, Edinburg, Virginia 22824

(Address of principal executive offices) (Zip Code)

 

(540) 984-4141

(Registrant's telephone number, including area code)

 


 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x  No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer o

Accelerated filer x

Non-accelerated filer o  

Smaller reporting company o


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o

No x

 

The number of shares of the registrant’s common stock outstanding on July 28, 2008 was

23,534,890.

 

---------------------------------

 

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Explanatory Statement

 

The Company inadvertently omitted the results of voting held at its Annual Meeting of Shareholders from its Quarterly Report on Form 10-Q for the period ended June 30, 2008. Accordingly, Shenandoah Telecommunications Company is filing this amendment to its Form 10-Q to include the information required under Item II, Part 4. Submission of Matters to a Vote of Security Holders.

 

PART II.

OTHER INFORMATION

 

ITEM 4.

Submission of Matters to a Vote of Security Holders

 

On May 6, 2008, the Company held its Annual Meeting of Shareholders. At the meeting, by proxy or in person, the following directors were appointed to three year terms, and one proposal, to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2008, was approved. Vote totals for each director and the one proposal were as follows:

 

 

 

 

Votes

 

Votes

 

 

 

For

 

 

Withheld

 

 

 

 

 

 

 

Appointment of directors to three year terms:

 

 

 

Douglas C. Arthur

 

15,220,577

 

 

3,137,584

Tracy Fitzsimmons

 

14,817,774

 

 

3,540,387

John W. Flora

 

17,684,742

 

 

673,419

 

 

 

 

 

 

 

 

 

 

Votes For

 

Votes Against

 

Abstentions

 

 

 

 

 

 

Ratify selection of KPMG

17,946,113

 

233,471

 

178,577

 

 

2

 

 



ITEM 6.

Exhibits

 

 

(a)

The following exhibits are filed with this Amended Quarterly Report on Form 10-Q:

 

10.37

Asset Purchase Agreement dated August 6, 2008, between Rapid Communications, LLC, Rapid Acquisition Company, LLC, and Shentel Cable Company, filed as Exhibit 10.37 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008, and incorporated herein by reference.

31.1

Certification of President and Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

 

31.2

Certification of Vice President - Finance and Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

 

32

Certifications pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. § 1350.

 

 

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 thereunto duly authorized.

 

 

SHENANDOAH TELECOMMUNICATIONS COMPANY

 

(Registrant)

 

 

 

/S/ Adele M. Skolits      

Adele M. Skolits, Vice President - Finance and Chief Financial Officer

Date: November 3, 2008

 

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EXHIBIT INDEX

 


 

Exhibit No.

Exhibit  


 

10.37

Asset Purchase Agreement dated August 6, 2008, between Rapid Communications, LLC, Rapid Acquisition Company, LLC, and Shentel Cable Company, filed as Exhibit 10.37 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008, and incorporated herein by reference.

 

31.1

Certification of President and Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

 

31.2

Certification of Vice President – Finance and Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

 

32

Certifications pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. 1350.

 

 

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