UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): December 4, 2009
CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-51446 02-0636095
(State or Other Jurisdiction (Commission (IRS employer
of Incorporation) File Number) identification no.)
121 South 17th Street
Mattoon, Illinois 61938-3987
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (217) 235-3311
Not Applicable
(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:
[ ] 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.
The information set forth in Item 5.02 below is incorporated herein by
reference.
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS
OF CERTAIN OFFICERS.
Employment Security Agreements
------------------------------
On December 4, 2009, Consolidated Communications Holdings, Inc. (the
"Company") approved entering into amended Employment Security
Agreements (the "Agreements") with the following executive officers of
the Company: Robert J. Currey, Steven L. Childers, Joseph R. Dively,
Steven J. Shirar, C. Robert Udell, Jr., and Christopher A. Young. The
Agreements supercede the employment security agreements previously
entered into with these executives. The Agreements are substantially
identical, except with respect to Mr. Currey's agreement, as noted
below. Complete copies of the forms of the Agreements are filed with
this Current Report as Exhibits 10.1 (the form of Agreement with Mr.
Currey) and 10.2 (the form Agreement with each of the other executive
officers named above) and incorporated herein by this reference.
Payments under the Agreements are provided if (i) there is a change in
control of the Company and (ii) within two years following the change
in control, either the executive's employment is terminated by the
Company without "cause" (i.e., commission of a felony, fraud,
negligence in the performance of duties, or violation of the Company's
code of conduct resulting in termination of employment) or the
executive terminates his employment for "good reason" (i.e., reduction
in salary, bonus or job responsibilities, or relocation more than 30
miles away). Change in control is defined in the Agreements and
includes the acquisition of a majority of the Company's common stock,
certain mergers, consolidations and asset transfers, or the election
of a majority of the directors not recommended by the incumbent board.
Change in control benefits under the Agreements generally include (i)
a lump sum cash payment equal to three years base salary and target
bonus in the case of the CEO and two years base salary and target
bonus in the case of all other executives, (ii) a prorata target bonus
(if the bonus would not otherwise be paid) and (iii) continuation of
medical, dental, life insurance and similar benefits for three years
in the case of the CEO and two years in the case of all other
executives. The Agreements also limit the amount of payments to be
made thereunder to the extent necessary to avoid the imposition of any
excise tax pursuant to Section 280G of the Internal Revenue Code. The
Agreements include covenants that prohibit the executives from
competing and from soliciting Company employees for one year following
a termination of employment.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit No. Description
----------- -----------
10.1 Form of Employment Security Agreement with Robert J.
Currey.
10.2 Form of Employment Security Agreement with certain of
the Company's other executive officers.
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.
Date: December 10, 2009
Consolidated Communications Holdings, Inc.
By: /s/ Steven L. Childers
--------------------------------------
Name: Steven L. Childers
Title: Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
10.1 Form of Employment Security Agreement with Robert J.
Currey.
10.2 Form of Employment Security Agreement with certain of
the Company's other executive officers.