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): February 24, 2011 (February 22, 2011)
NTELOS HOLDINGS CORP.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-51798 | 36-4573125 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
401 Spring Lane, Suite 300, PO Box 1990, Waynesboro, Virginia 22980
(Address of Principal Executive Offices) (Zip Code)
(540) 946-3500
(Registrant’s telephone number, including area code)
N/A
(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 (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 5.02. | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
Director Resignation and Appointment of New Director
On February 22, 2011, Daniel Fine tendered his resignation from the Board of Directors (the “Board”) of NTELOS Holdings Corp. (the “Company”).
On February 24, 2011, the Board elected Steven G. Felsher as a director to serve until the Company’s 2011 Annual Meeting of Stockholders. In accordance with the Company’s shareholders agreement, Mr. Felsher was designated by affiliates of Quadrangle Group LLC (“Quadrangle”) to replace Mr. Fine on the Board. Mr. Felsher, age 61, joined Quadrangle in January 2011 and currently serves as a Senior Advisor. Mr. Felsher previously served as vice chairman and chief financial officer for Grey Global Group Inc., a global marketing services company, until 2007, and has since been involved in board, consulting and advisory assignments.
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.
Date: February 24, 2011
| NTELOS HOLDINGS CORP. | ||
| By: | /s/ Michael B. Moneymaker | |
| Michael B. Moneymaker | ||
| Executive Vice President and Chief Financial Officer | ||