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FAIRPOINT COMMUNICATIONS INC Form 8-K: Current report, 2011

FAIRPOINT COMMUNICATIONS INC Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2011-11-08: Form 8-K; Period of report 2011-11-08; Description 7.01 Regulation FD Disclosure; Details 7.01.
  • 2011-11-02: Form 8-K; Period of report 2011-11-02; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
  • 2011-10-05: Form 8-K; Period of report 2011-10-05; Description 7.01 Regulation FD Disclosure; Details 7.01.
  • 2011-09-13: Form 8-K; Period of report 2011-09-13; Description 7.01 Regulation FD Disclosure; Details 7.01.
FiledFormPeriod of reportDescriptionDetailsDocument
2011-11-088-K2011-11-087.01 Regulation FD Disclosure7.01 FairPoint Communications, Inc. (the “Company”) plans to conduct a series of investor presentations and meetings at which the Company will use the presentation included as Exhibit 99.1 to this Current Report on Form 8-K (the “Investor Presentation”).d253437d8k.htm
2011-11-028-K2011-11-022.02 Results of Operations and Financial Condition2.02 On November 2, 2011, FairPoint Communications, Inc. (the “Company”) issued a press release reporting the financial results for its third quarter ended September 30, 2011 (the “Earnings Release”).d250289d8k.htm
2011-10-058-K2011-10-057.01 Regulation FD Disclosure7.01 FairPoint Communications, Inc. (the “Company”) plans to conduct a series of investor presentations and meetings at which the Company will use the presentation included as Exhibit 99.1 to this Current Report on Form 8-K (the “Investor Presentation”).d239475d8k.htm
2011-09-138-K2011-09-137.01 Regulation FD Disclosure7.01 FairPoint Communications, Inc. (the “Company”) plans to conduct a series of investor presentations and meetings at which the Company will use the presentation included as Exhibit 99.1 to this Current Report on Form 8-K (the “Investor Presentation”).d231203d8k.htm
2011-09-088-K2011-09-082.05 Costs Associated with Exit or Disposal Activities; 8.01 Other Events2.05 On September 8, 2011, FairPoint Communications, Inc. (the “Company”) announced plans to reduce its workforce to ensure that the Company is staffed appropriately to serve its customers well, while prudently managing expenses.
8.01 and the exhibit attached to this Current Report are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section.
d8k.htm
2011-08-088-K2011-08-082.02 Results of Operations and Financial Condition2.02 On August 8, 2011, FairPoint Communications, Inc. (the “Company”) issued a press release reporting the financial results for its second quarter ended June 30, 2011 (the “Earnings Release”).d8k.htm
2011-05-318-K2011-05-317.01 Regulation FD Disclosure7.01 FairPoint Communications, Inc. (the “Company”) plans to conduct a series of investor presentations and meetings at which the Company will use the presentation included as Exhibit 99.1 to this Current Report on Form 8-K (the “Investor Presentation”).g27408e8vk.htm
2011-05-168-K2011-05-162.02 Results of Operations and Financial Condition2.02 On May 16, 2011, FairPoint Communications, Inc. (the “Company”) issued a press release reporting the financial results for its first quarter ended March 31, 2011 (the “Earnings Release”).g27239k8e8vk.htm
2011-04-058-K2011-03-312.02 Results of Operations and Financial Condition2.02 On March 31, 2011, FairPoint Communications, Inc. (the “Company”) issued a press release reporting the financial results for its fourth quarter ended December 31, 2010 and the year ended December 31, 2010 (the “Earnings Release”).g26746e8vk.htm
2011-03-228-K2011-03-224.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review4.02 In connection with the preparation of the consolidated financial statements of FairPoint Communications, Inc. (the “Company”) for the year ended December 31, 2010, management has discovered accounting errors that impact the accuracy of the Company’s previously issued unaudited 2010 interim consolidated financial statements for the quarterly periods ended March 31, 2010, June 30, 2010 and September 30, 2010 (collectively, the “2010 Interim Consolidated Financial Statements”), which 2010 Interim Consolidated Financial Statements were contained in the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2010, June 30, 2010 and September 30, 2010 (collectively, the “2010 Quarterly Reports”).a11-8536_18k.htm
2011-02-118-K2011-02-117.01 Regulation FD Disclosure7.01 FairPoint Communications, Inc. (the “Company”) plans to conduct a series of investor presentations and meetings at which the Company will use the presentation included as Exhibit 99.1 to this Current Report on Form 8-K (the “Investor Presentation”).a11-5790_18k.htm
2011-01-268-K2011-01-258.01 Other Events8.01 On January 25, 2011, FairPoint Communications, Inc. issued a press release entitled “FairPoint Communications Stock Begins Trading on Nasdaq” (the “Press Release”).a11-4318_48k.htm
2011-01-258-K2011-01-195.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics5.02 Pursuant to the Plan, as of the Effective Date, the following directors ceased to serve on the Company’s board of directors: Claude C. Lilly, Robert S. Lilien, Jane E. Newman, Thomas F. Gilbane, Jr., and Michael R. Tuttle.
5.03 Pursuant to the Plan, on the Effective Date, the Company filed with the Secretary of State of the State of Delaware the Ninth Amended and Restated Certificate of Incorporation of FairPoint Communications, Inc. (the “Certificate of Incorporation”) and adopted the By-laws.
5.05 On the Effective Date, the Company re-adopted its Code of Business Conduct and Ethics (“Code of Ethics”) as filed as Exhibit 14.1 to the Company’s Annual Report on Form 10-K, which was filed on March 14, 2006 and which is incorporated herein by reference.
a11-4318_38k.htm
2011-01-258-K2011-01-241.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 1.03 Bankruptcy or Receivership; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
1.03 As discussed above, on January 13, 2011, the Bankruptcy Court entered the Confirmation Order confirming the Plan, which order was dated January 13, 2011.
2.03 The information regarding the Company’s Exit Facility Loans set forth in Item 1.01 of this Current Report is incorporated by reference in this Item 2.03.
3.02 The Ninth Amended and Restated Certificate of Incorporation of FairPoint Communications, Inc. (the “Certificate of Incorporation”), which became effective on the Effective Date, authorizes the Company to issue up to 37,500,000 fully paid and non-assessable shares of New Common Stock and up to 2,500,000 shares of preferred stock, par value $0.01 per share.
3.03 The information regarding the cancellation of the debt securities and equity interests of the Company set forth in Item 1.02 of this Current Report is incorporated by reference in this Item 3.03.
5.01 On the Effective Date, by operation of the Plan and as discussed under “Equity Interests” in Item 1.02 of this Current Report, all of the Old Common Stock and other equity interests were cancelled and New Common Stock was issued as described in “Item 1.03.
8.01 On January 24, 2011, the New Common Stock was approved for listing and authorized for trading on the Nasdaq Capital Market.
a11-4318_28k.htm
2011-01-148-K2011-01-131.03 Bankruptcy or Receivership; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers1.03 As previously disclosed, on October 26, 2009, FairPoint Communications, Inc. (the “Company”) and substantially all of its direct and indirect subsidiaries filed voluntary petitions for relief under chapter 11 of title 11 (“Chapter 11”) of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) (Case No. 09-16335) (collectively, the “Chapter 11 Cases”).
5.02 The Long Term Incentive Plan reserves for issuance under the Long Term Incentive Plan 3,134,603 shares of New Common Stock.
a11-3795_18k.htm