NTLS » Topics » PART IV

These excerpts taken from the NTLS 10-K filed Feb 27, 2009.

PART I

FACE="Times New Roman" SIZE="2">FORWARD-LOOKING STATEMENTS

Any statements contained in this report that are not statements of historical fact,
including statements about our beliefs and expectations, are forward-looking statements and should be evaluated as such. The words “anticipates,” “believes,” “expects,” “intends,” “plans,”
“estimates,” “targets,” “projects,” “should,” “may,” “will” and similar words and expressions are intended to identify forward-looking statements. These forward-looking statements are
contained throughout this report, for example in “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Such forward-looking statements reflect,
among other things, our current expectations, plans and strategies, and anticipated financial results, all of which are subject to known and unknown risks, uncertainties and factors that may cause our actual results to differ materially from those
expressed or implied by these forward-looking statements. Many of these risks are beyond our ability to control or predict. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety
by the cautionary statements contained throughout this report. Because of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements. These risks and other factors include those listed under
“Risk Factors” and elsewhere in this report. Furthermore, forward-looking statements speak only as of the date they are made. We do not undertake any obligation to update or review any forward-looking information, whether as a result of
new information, future events or otherwise.

 





Item 1.Business.

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance.

The information required by this item is incorporated herein by reference from the registrant’s definitive Proxy Statement for the Annual Meeting of Stockholders to be held on May 5, 2009 to be filed with the Commission pursuant to Regulation 14A.

The Company has adopted a Code of Business Conduct and Ethics pursuant to section 406 of the Sarbanes-Oxley Act. A copy of our Code of Business Conduct and Ethics is publicly available on our Company website at

http://www.ir-site.com/images/library/ntelos/CodeofConduct-Board_10-2006.pdf. The information contained on our website is not incorporated by reference into this Report on Form 10-K.

 

Item 11. Executive Compensation.

The information required by this item is incorporated herein by reference from the registrant’s definitive Proxy Statement for the Annual Meeting of Stockholders.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth information as of December 31, 2008 concerning the shares of Common Stock which are authorized for issuance under our equity compensation plans.

 

Plan Category

   Number of
Securities to be
Issued on
Exercise of
Outstanding
Options and
Warrants

(a)
   Weighted
Average
Exercise
Price of
Outstanding
Options and
Warrants

(b)
   Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(Excluding Securities
Reflected in Column
(a))

(c)

Equity Compensation Plans Approved by Stockholders

        

Equity Incentive Plan

   775,658    $ 17.87    1,396,243

Non-Employee Director Equity Plan

   86,000    $ 22.63    314,000

Employee Stock Purchase Plan

   —      $ —      185,087

Equity Compensation Plans Not Approved by Stockholders

   —      $ —      —  

Total

   861,658    $ 18.34    1,895,330

All other information required by this item is incorporated herein by reference from the registrant’s definitive Proxy Statement for the Annual Meeting of Stockholders.

 

Item 13. Certain Relationships and Related Transactions, and Director Independence.

The information required by this item is incorporated herein by reference from the registrant’s definitive Proxy Statement for the Annual Meeting of Stockholders.

 

Item 14. Principal Accountant Fees and Services.

The information required by this item is incorporated herein by reference from the registrant’s definitive Proxy Statement for the Annual Meeting of Stockholders.

 

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PART IV

 

Item 15. Exhibits, Financial Statement Schedules.

(a) The following documents are filed as a part of this Annual Report on Form 10-K:

(1) Consolidated Financial Statements

The consolidated financial statements required to be filed in the Annual Report on Form 10-K are listed in Item 8 hereof.

(3) Exhibits

The exhibits listed below and on the accompanying Index to Exhibits immediately following the signature page hereto are filed as part of, or incorporated by reference into, this Report on Form 10-K.

 

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PART IV

 





Item 15.Exhibits, Financial Statement Schedules.

(a) The following
documents are filed as a part of this Annual Report on Form 10-K:

(1) Consolidated Financial Statements

STYLE="margin-top:12px;margin-bottom:0px">The consolidated financial statements required to be filed in the Annual Report on Form 10-K are listed in Item 8 hereof.

STYLE="margin-top:12px;margin-bottom:0px">(3) Exhibits

The exhibits listed below and on the accompanying
Index to Exhibits immediately following the signature page hereto are filed as part of, or incorporated by reference into, this Report on Form 10-K.

 


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These excerpts taken from the NTLS 10-K filed Feb 28, 2008.

PART IV

 

Item 15. Exhibits, Financial Statement Schedules.

(a) The following documents are filed as a part of this Annual Report on Form 10-K:

(1) Consolidated Financial Statements

The consolidated financial statements required to be filed in the Annual Report on Form 10-K are listed in Item 8 hereof.

(3) Exhibits

The exhibits listed below and on the accompanying Index to Exhibits immediately following the signature page hereto are filed as part of, or incorporated by reference into, this Report on Form 10-K.

 

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PART IV

 






Item 15.
Exhibits, Financial Statement Schedules.

(a) The following
documents are filed as a part of this Annual Report on Form 10-K:

(1) Consolidated Financial Statements

STYLE="margin-top:6px;margin-bottom:0px">The consolidated financial statements required to be filed in the Annual Report on Form 10-K are listed in Item 8 hereof.

STYLE="margin-top:12px;margin-bottom:0px">(3) Exhibits

The exhibits listed below and on the accompanying Index
to Exhibits immediately following the signature page hereto are filed as part of, or incorporated by reference into, this Report on Form 10-K.

 


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This excerpt taken from the NTLS 10-K filed Mar 28, 2006.

PART IV

 

Item 15. Exhibits, Financial Statement Schedules.

 

(a) The following documents are filed as a part of this Annual Report on Form 10-K:

 

(1) Consolidated Financial Statements

The consolidated financial statements required to be filed in the Annual Report on Form 10-K are listed in Item 8 hereof.

 

(3) Exhibits

 

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The exhibits listed below and on the accompanying Index to Exhibits immediately following the signature page hereto are filed as part of, or incorporated by reference into, this Report on Form 10-K.

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