Fairpoint Communications 8-K 2005
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On September 21, 2005, the Board of Directors (the Board) of FairPoint Communications, Inc. (the Company) approved a grant of 50,000 restricted shares (the Restricted Stock) of the Companys common stock, par value $.01 per share (the Common Stock), under the Companys 2005 Stock Incentive Plan to John P. Crowley, the Companys Executive Vice President and Chief Financial Officer, pursuant to the terms of a restricted stock agreement dated September 21, 2005 (the Restricted Stock Agreement). The Restricted Stock will vest in four equal annual installments beginning on September 22, 2006. Unlike the shares of Common Stock awarded to certain of the Companys executive officers in connection with the Companys initial public offering which are not entitled to receive dividends until such shares have vested, the Restricted Stock is entitled to receive dividends immediately. The Restricted Stock Agreement is filed as Exhibit 10.1 hereto.
Item 7.01 Regulation FD Disclosure
On September 21, 2005, the Board declared a dividend of $0.39781 per share (the Dividend) on the Common Stock. The Dividend is payable on October 19, 2005 to shareholders of record at the close of business on October 3, 2005.
Item 8.01 Other Events
On September 21, 2005, the Company issued a press release announcing the Dividend. A copy of the press release is being furnished by being attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
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.
Date: September 23, 2005