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): April 23, 2019
Shenandoah Telecommunications Company
(Exact Name of Registrant as Specified in Charter)
| Virginia | 0-9881 | 54-1162807 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 500 Shentel Way P.O. Box 459, Edinburg, Virginia 22824 |
| (Address of Principal Executive Offices) (Zip Code) |
(540) 984-4141
(Registrant's telephone number, including area code)
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)) | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 23, 2019, the Company announced that Jim Woodward has notified the Company that he is resigning as Senior Vice President and Chief Financial Officer of the Company effective June 28, 2019. A copy of the Company’s press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Press Release entitled “Shenandoah Telecommunications Company Announces Resignation of Chief Financial Officer Jim Woodward”
SIGNATURE
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.
| Shenandoah Telecommunications Company | ||
| Date: April 23, 2019 | By: | /s/ Raymond B. Ostroski |
| Raymond B. Ostroski | ||
| Vice President – Legal and General Counsel (Duly Authorized Officer) | ||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release entitled “Shenandoah Telecommunications Company Announces Resignation of Chief Financial Officer Jim Woodward” |
EXHIBIT 99.1
Shenandoah Telecommunications Company Announces Resignation of Chief Financial Officer James Woodward
EDINBURG, Va., April 23, 2019 (GLOBE NEWSWIRE) -- Shenandoah Telecommunications Company (“Shentel” or the “Company”) (NASDAQ:SHEN) announced today that Senior Vice President-Finance and Chief Financial Officer James F. Woodward will be resigning from the Company, having successfully completed the reorganization of the finance function and strengthening of the Company’s financial reporting procedures and processes. His departure is not based on any disagreement with the Company’s accounting principles, practices or financial statement disclosures. Mr. Woodward will remain in his position until June 28, 2019 to assist in the orderly transition of his responsibilities.
Mr. Woodward joined Shentel in 2017, following a period of rapid growth for the Company. During his tenure, Mr. Woodward led the successful reorganization of the finance and accounting department and the strengthening of the Company’s financial reporting processes and procedures. He leaves Shentel in a strong financial position, having renegotiated the Company’s credit agreement, resulting in reductions to interest expense and more favorable amortization and maturities.
“On behalf of the Board of Directors and executive team at Shentel, I would like to thank Jim for his contribution and leadership at the Company. His depth of public company experience and expertise as a seasoned senior executive were a welcome addition to the senior leadership team,” said President and CEO Christopher E. French. “Jim’s insight and guidance has helped us develop a robust financial organization capable of supporting our organization’s continued growth.”
Mr. Woodward commented, "I have enjoyed working with the Shentel team. With the support of the Board and the many talented people at Shentel, we were able to accomplish our goals of strengthening the balance sheet, the finance and accounting department and our quarterly and annual reporting practices. Shentel is well positioned to continue to grow and prosper."
Shentel has retained a leading executive search firm to conduct an open and comprehensive search for Mr. Woodward’s replacement.
About Shenandoah Telecommunications
Shenandoah Telecommunications Company (Shentel) provides a broad range of diversified telecommunications services through its high speed, state-of-the-art network to customers in the Mid-Atlantic United States. The Company's services include: wireless voice and data; cable video, internet and voice; fiber network and services; and local and long distance telephone. Shentel is the exclusive personal communications service ("PCS") Affiliate of Sprint in portions of Pennsylvania, Maryland, Virginia and West Virginia. For more information, please visit www.shentel.com.
For further information, please contact Christopher E. French at 540-984-4141.
John Nesbett/Jennifer Belodeau
IMS Investor Relations
(203)972-9200
jnesbett@institutionalms.com