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<P ALIGN=center><font size=2 color=#ff0000>As filed with the Securities and Exchange Commission on August 24, 2001.</font><BR>

<P ALIGN=center><FONT FACE="Times New Roman, Times, Serif" size=2><b>SECURITIES AND EXCHANGE COMMISSION<BR>
WASHINGTON, D.C. 20549</b></FONT>
<HR noshade size=1 width=35%>
<P ALIGN=center><FONT FACE="Times New Roman, Times, Serif" size=4><b>FORM S-8</b></FONT><BR>

<FONT FACE="Times New Roman, Times, Serif" size=2><b>REGISTRATION STATEMENT<BR>UNDER<BR>THE SECURITIES ACT OF 1933</b></FONT><BR>

<FONT FACE="Times New Roman, Times, Serif" size=4><b>NuVox, Inc.</b></FONT><BR>
<FONT FACE="Times New Roman, Times, Serif" size=2>(Exact name of registrant as specified in its charter)</font></P>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 width=100%>
<TR align=center>
     <TD width=55%><p><FONT FACE="Times New Roman, Times, Serif" size=2><b>Delaware</b><BR>(State or Other Jurisdiction of Incorporation or Organization)</FONT></TD>
     <TD width=10%>&nbsp;</TD>
     <TD width=35%><p><FONT FACE="Times New Roman, Times, Serif" size=2><b>43-1820855</b><BR>(I.R.S. Employer Identification No.)</FONT></TD>
</TR>
<tr align=center>
     <TD colspan=2><BR><p><FONT FACE="Times New Roman, Times, Serif" size=2><b>16090 Swingley Ridge Road, Suite 500, Chesterfield, Missouri</b><BR>
(Address of Principal Executive Offices)</FONT></TD>
     <TD><BR><p><FONT FACE="Times New Roman, Times, Serif" size=2><b>63017</b><BR>(Zip Code)</FONT></TD>
</tr>
</TABLE>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" size=2><b>NuVox, Inc. 2001 Stock Incentive Plan</b><BR>
(Full title of plan)</FONT></P>

                                               <P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" size=2><b>John P. Denneen, Esq.<BR>
                                  Executive Vice President, Corporate Development<BR>
                                         and Legal Affairs, and Secretary<BR>
                                                    NuVox, Inc.<BR>
                        16090 Swingley Ridge Road, Suite 500, Chesterfield, Missouri 63017</b><BR>
                                      (Name and address of agent for service)<BR>
                                                  <b>(636) 537-5700</b><BR>
                           (Telephone number, including area code, of agent for service)<BR><BR>

                                         Copies of all correspondence to:<BR>
                                                 <b>Denis P. McCusker<BR>
                                                  Bryan Cave LLP<BR>
                                            211 N. Broadway, Suite 3600<BR>
                                          St. Louis, Missouri 63102-2750<BR>
                                       (314) 259-2000; (314) 259-2020 (fax)</b></FONT></P>

<H5 ALIGN=CENTER>CALCULATION OF REGISTRATION FEE</H5>

<TABLE CELLPADDING=5 CELLSPACING=1 BORDER=1 align=center width=100%>
<TR align=center valign=bottom>
     <Th width=25%><font size=2>Title of Securities to be <BR>Registered</font></th>
     <Th width=20%><font size=2>Amount to be Registered</font></th>
     <Th width=20%><font size=2>Proposed Maximum <BR>Offering Price <BR>Per Share</font></th>
     <Th width=20%><font size=2>Proposed Maximum <BR>Aggregate Offering <BR>Price</font></th>
     <Th width=15%><font size=2>Amount of <BR>Registration Fee</font></th>
</tr>
<TR align=center>
     <TD width=25% align=left><font size=2>Series D Preferred Stock,<br>&nbsp;&nbsp;&nbsp;$0.01 Par Value </font></TD>
     <TD width=20%><font size=2>3,770,266 (1)</font> </TD>
     <TD width=20%><font size=2>$1.50 (2)</font> </TD>
     <TD width=20%><font size=2>$5,655,399 (2)</font></TD>
     <TD width=15%><font size=2>$1,414</font></TD>
</TR>

<TR align=center>
     <TD width=25% align=left><font size=2>Series E-3 Preferred Stock,<br>&nbsp;&nbsp;&nbsp;$0.01 Par Value </font></TD>
     <TD width=20%><font size=2>109,178 (1)</font> </TD>
     <TD width=20%><font size=2>$1.01 (2)</font> </TD>
     <TD width=20%><font size=2>$110,270 (2)</font></TD>
     <TD width=15%><font size=2>$28</font></TD>
</TR>


<TR align=center>
     <TD width=25% align=left><font size=2>Series E-4 Preferred Stock,<br>&nbsp;&nbsp;&nbsp;$0.01 Par Value </font></TD>
     <TD width=20%><font size=2>742,084 (1)</font> </TD>
     <TD width=20%><font size=2>$1.05 (2)</font> </TD>
     <TD width=20%><font size=2>$779,188 (2)</font></TD>
     <TD width=15%><font size=2>$195</font></TD>
</TR>

<TR align=center>
     <TD width=25% align=left><font size=2>Series E-5 Preferred Stock,<br>&nbsp;&nbsp;&nbsp;$0.01 Par Value </font></TD>
     <TD width=20%><font size=2>1,603,660 (1)</font> </TD>
     <TD width=20%><font size=2>$1.06 (2)</font> </TD>
     <TD width=20%><font size=2>$1,699,880 (2)</font></TD>
     <TD width=15%><font size=2>$425</font></TD>
</TR>

<TR align=center>
     <TD width=25% align=left><font size=2>Series E-6 Preferred Stock,<br>&nbsp;&nbsp;&nbsp;$0.01 Par Value </font></TD>
     <TD width=20%><font size=2>9,996,988 (1)</font> </TD>
     <TD width=20%><font size=2>$1.00 (2)</font> </TD>
     <TD width=20%><font size=2>$9,996,988 (2)</font></TD>
     <TD width=15%><font size=2>$2,499</font></TD>
</TR>

<TR align=center>
     <TD width=25% align=left><font size=2>Series E-8 Preferred Stock,<br>&nbsp;&nbsp;&nbsp;$0.01 Par Value </font></TD>
     <TD width=20%><font size=2>591,302 (1)</font> </TD>
     <TD width=20%><font size=2>$0.90 (2)</font> </TD>
     <TD width=20%><font size=2>$532,172 (2)</font></TD>
     <TD width=15%><font size=2>$133</font></TD>
</TR>

<TR align=center>
     <TD width=25% align=left><font size=2>Series E-9 Preferred Stock,<br>&nbsp;&nbsp;&nbsp;$0.01 Par Value </font></TD>
     <TD width=20%><font size=2>2,115,000 (1)</font> </TD>
     <TD width=20%><font size=2>$0.50 (2)</font> </TD>
     <TD width=20%><font size=2>$1,057,500 (2)</font></TD>
     <TD width=15%><font size=2>$264</font></TD>
</TR>

<TR align=center>
     <TD width=25% align=left><font size=2>Series E-11 Preferred Stock,<br>&nbsp;&nbsp;&nbsp;$0.01 Par Value </font></TD>
     <TD width=20%><font size=2>913,307 (1)</font> </TD>
     <TD width=20%><font size=2>$0.13 (2)</font> </TD>
     <TD width=20%><font size=2>$118,730 (2)</font></TD>
     <TD width=15%><font size=2>$30</font></TD>
</TR>

<TR align=center>
     <TD width=25% align=left><font size=2>Series E-12 Preferred Stock,<br>&nbsp;&nbsp;&nbsp;$0.01 Par Value </font></TD>
     <TD width=20%><font size=2>4,645,939 (1)</font> </TD>
     <TD width=20%><font size=2>$0.11 (2)</font> </TD>
     <TD width=20%><font size=2>$511,053 (2)</font></TD>
     <TD width=15%><font size=2>$128</font></TD>
</TR>
<TR align=center>
     <TD width=25% align=left><font size=2>Series E-13 Preferred Stock,<br>&nbsp;&nbsp;&nbsp;$0.01 Par Value </font></TD>
     <TD width=20%><font size=2>11,060 (1)</font> </TD>
     <TD width=20%><font size=2>$0.0045 (2)</font> </TD>
     <TD width=20%><font size=2>$50 (2)</font></TD>
     <TD width=15%><font size=2>$1</font></TD>
</TR>
<TR align=center>
     <TD width=25% align=left><font size=2>Series E-14 Preferred Stock,<br>&nbsp;&nbsp;&nbsp;$0.01 Par Value </font></TD>
     <TD width=20%><font size=2>3,747,639 (1)</font> </TD>
     <TD width=20%><font size=2>$1.08 (2)</font> </TD>
     <TD width=20%><font size=2>$4,047,450 (2)</font></TD>
     <TD width=15%><font size=2>$1,012</font></TD>
</TR>
</table>
<PAGE>
<TABLE CELLPADDING=5 CELLSPACING=1 BORDER=1 align=center width=100%>

<TR align=center valign=bottom>
     <Th width=25%><font size=2>Title of Securities to be <BR>Registered</font></th>
     <Th width=20%><font size=2>Amount to be Registered</font></th>
     <Th width=20%><font size=2>Proposed Maximum <BR>Offering Price <BR>Per Share</font></th>
     <Th width=20%><font size=2>Proposed Maximum <BR>Aggregate Offering <BR>Price</font></th>
     <Th width=15%><font size=2>Amount of <BR>Registration Fee</font></th>
</tr>

<TR align=center>
     <TD width=30% align=left><font size=2>Warrants to Purchase Series D<br>&nbsp;&nbsp;&nbsp; Preferred Stock </font></TD>
     <TD width=15%><font size=2>1,885,133 (1)</font> </TD>
     <TD width=20%><font size=2>$1.50 (3)</font> </TD>
     <TD width=20%><font size=2>$2,827,699 (3)</font></TD>
     <TD width=15%><font size=2>$707</font></TD>
</TR>

<TR align=center>
     <TD width=25% align=left><font size=2>Warrants to Purchase Series <br>&nbsp;&nbsp;&nbsp; E-3 Preferred Stock </font></TD>
     <TD width=20%><font size=2>109,178 (1)</font> </TD>
     <TD width=20%><font size=2>$1.00 (3)</font> </TD>
     <TD width=20%><font size=2>$109,178 (3)</font></TD>
     <TD width=15%><font size=2>$27</font></TD>
</TR>


<TR align=center>
     <TD width=25% align=left><font size=2>Warrants to Purchase Series <br>&nbsp;&nbsp;&nbsp; E-4 Preferred Stock </font></TD>
     <TD width=20%><font size=2>742,084 (1)</font> </TD>
     <TD width=20%><font size=2>$1.00 (3)</font> </TD>
     <TD width=20%><font size=2>$742,084 (2)</font></TD>
     <TD width=15%><font size=2>$186</font></TD>
</TR>


<TR align=center>
     <TD width=25% align=left><font size=2>Warrants to Purchase Series <br>&nbsp;&nbsp;&nbsp; E-5 Preferred Stock </font></TD>
     <TD width=20%><font size=2>1,603,660 (1)</font> </TD>
     <TD width=20%><font size=2>$1.00 (3)</font> </TD>
     <TD width=20%><font size=2>$1,603,660 (2)</font></TD>
     <TD width=15%><font size=2>$401</font></TD>
</TR>

<TR align=center>
     <TD width=25% align=left><font size=2>Warrants to Purchase Series <br>&nbsp;&nbsp;&nbsp; E-6 Preferred Stock </font></TD>
     <TD width=20%><font size=2>9,996,988 (1)</font> </TD>
     <TD width=20%><font size=2>$1.00 (3)</font> </TD>
     <TD width=20%><font size=2>$9,996,988 (3)</font></TD>
     <TD width=15%><font size=2>$2,499</font></TD>
</TR>


<TR align=center>
     <TD width=25% align=left><font size=2>Warrants to Purchase Series <br>&nbsp;&nbsp;&nbsp; E-8 Preferred Stock </font></TD>
     <TD width=20%><font size=2>591,302 (1)</font> </TD>
     <TD width=20%><font size=2>$1.00 (3)</font> </TD>
     <TD width=20%><font size=2>$591,302 (3)</font></TD>
     <TD width=15%><font size=2>$148</font></TD>
</TR>

<TR align=center>
     <TD width=25% align=left><font size=2>Warrants to Purchase Series <br>&nbsp;&nbsp;&nbsp; E-9 Preferred Stock </font></TD>
     <TD width=20%><font size=2>2,115,000 (1)</font> </TD>
     <TD width=20%><font size=2>$1.00 (3)</font> </TD>
     <TD width=20%><font size=2>$2,115,000 (3)</font></TD>
     <TD width=15%><font size=2>$528</font></TD>
</TR>

<TR align=center>
     <TD width=25% align=left><font size=2>Warrants to Purchase Series <br>&nbsp;&nbsp;&nbsp; E-11 Preferred Stock </font></TD>
     <TD width=20%><font size=2>913,307 (1)</font> </TD>
     <TD width=20%><font size=2>$1.00 (3)</font> </TD>
     <TD width=20%><font size=2>$913,307 (3)</font></TD>
     <TD width=15%><font size=2>$228</font></TD>
</TR>

<TR align=center>
     <TD width=25% align=left><font size=2>Warrants to Purchase Series <br>&nbsp;&nbsp;&nbsp; E-12 Preferred Stock </font></TD>
     <TD width=20%><font size=2>4,645,939 (1)</font> </TD>
     <TD width=20%><font size=2>$1.00 (3)</font> </TD>
     <TD width=20%><font size=2>$4,645,939 (2)</font></TD>
     <TD width=15%><font size=2>$1,161</font></TD>
</TR>

<TR align=center>
     <TD width=25% align=left><font size=2>Warrants to Purchase Series <br>&nbsp;&nbsp;&nbsp; E-13 Preferred Stock </font></TD>
     <TD width=20%><font size=2>11,060 (1)</font> </TD>
     <TD width=20%><font size=2>$1.00 (3)</font> </TD>
     <TD width=20%><font size=2>$11,060 (3)</font></TD>
     <TD width=15%><font size=2>$3</font></TD>
</TR>

<TR align=center>
     <TD width=25% align=left><font size=2>Warrants to Purchase Series <br>&nbsp;&nbsp;&nbsp; E-14 Preferred Stock </font></TD>
     <TD width=20%><font size=2>3,747,639 (1)</font> </TD>
     <TD width=20%><font size=2>$1.00 (3)</font> </TD>
     <TD width=20%><font size=2>$3,747,639 (3)</font></TD>
     <TD width=15%><font size=2>$937</font></TD>
</TR>


<TR align=center>
     <TD width=25% align=left><font size=2>Series F-1 Preferred Stock,<br>&nbsp;&nbsp;&nbsp;$0.01 Par Value </font></TD>
     <TD width=20%><font size=2>24,000,000 (1)</font> </TD>
     <TD width=20%><font size=2>$0.59 (2)</font> </TD>
     <TD width=20%><font size=2>$14,160,000 (2)</font></TD>
     <TD width=15%><font size=2>$3,540</font></TD>
</TR>

<TR align=center>
     <TD width=25% align=left><font size=2>Common Stock, $0.01 Par <br>&nbsp;&nbsp;&nbsp; Value </font></TD>
     <TD width=20%><font size=2>52,246,423 (1)</font> </TD>
     <TD width=20%><font size=2>(4)</font> </TD>
     <TD width=20%><font size=2>(4)</font></TD>
     <TD width=15%><font size=2>(4)</font></TD>
</TR>
</TABLE>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=3%><P><FONT SIZE=1>(1)</FONT></P></TD>
<TD WIDTH=97%><P>
<FONT SIZE=1>3,770,266 shares of the Series D preferred stock, $0.01 par value per share, 109,178 shares of the Series E-3
preferred stock, $0.01 par value per share, 742,084 shares of the Series E-4 preferred stock, $0.01 par value per
share, 1,603,660 shares of the Series E-5 preferred stock, $0.01 par value per share, 9,996,988 shares of the
Series E-6 preferred stock, $0.01 par value per share, 591,302 shares of the Series E-8 preferred stock, $0.01
par value per share, 2,115,000 shares of the Series E-9 preferred stock, $0.01 par value per share, 913,307
shares of the Series E-11 preferred stock, $0.01 par value per share, 4,645,939 shares of the Series E-12
preferred stock, $0.01 par value per share, 11,060 shares of the Series E-13 preferred stock, $0.01 par value per
share, 3,747,639 shares of the Series E-14 preferred stock, $0.01 par value per share, warrants to purchase up to
1,885,133 shares of Series D preferred stock for $1.50 per share, warrants to purchase up to 109,178 shares of
the Series E-3 preferred stock for $1.00 per share, warrants to purchase up to 742,084 shares of the Series E-4
preferred stock for $1.00 per share, warrants to purchase up to 1,603,660 shares of the Series E-5 preferred
stock for $1.00 per share, warrants to purchase up to 9,996,988 shares of the Series E-6 preferred stock for
$1.00 per share, warrants to purchase up to 591,302 shares of the Series E-8 preferred stock for $1.00 per share,
warrants to purchase up to 2,115,000 shares of the Series E-9 preferred stock for $1.00 per share, warrants to
purchase up to 913,307 shares of the Series E-11 preferred stock for $1.00 per share, warrants to purchase up to
4,645,939 shares of the Series E-12 preferred stock for $1.00 per share, warrants to purchase up to 11,060 shares
of the Series E-13 preferred stock for $1.00 per share, warrants to purchase up to 3,747,639 shares of the Series
E-14 preferred stock for $1.00 per share, 24,000,000 shares of the Series F-1 preferred stock, $0.01 par value
per share, and 52,246,423 shares of the common stock of NuVox, Inc., $0.01 par value per share, are being
registered pursuant to the NuVox, Inc. 2001 Stock Incentive Plan.  Pursuant to Rule 416, promulgated under the
Securities Act of 1933, as amended, an additional undetermined number of shares of Series D preferred stock,
Series E-3 preferred stock, Series E-4 preferred stock, Series E-5 preferred stock, Series E-6 preferred stock,
Series E-8 preferred stock, Series E-9 preferred stock, Series E-11 preferred stock, Series E-12 preferred stock,
Series E-13 preferred stock, Series E-14 preferred stock, Series F-1 preferred stock, common stock and warrants
are being registered to cover any adjustment in the number of shares of Series D preferred stock, Series E-3
preferred stock, Series E-4 preferred stock, Series E-5 preferred stock, Series E-6 preferred stock, Series E-8
preferred stock, Series E-9 preferred stock, Series E-11 preferred stock, Series E-12 preferred stock, Series
E-13 preferred stock, Series E-14 preferred stock, Series F-1 preferred stock, and common stock issuable pursuant
to the anti-dilution provisions applicable to the Series D preferred stock, Series E-3 preferred stock, Series
E-4 preferred stock, Series E-5 preferred stock, Series E-6 preferred stock, Series E-8 preferred stock, Series
E-9 preferred stock, Series E-11 preferred stock, Series E-12 preferred stock, Series E-13 preferred stock,
Series E-14 preferred stock, Series F-1 preferred stock, the warrants, and the 2001 Stock Incentive Plan.  In
addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.</FONT></P>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=3%><P><FONT SIZE=1>(2)</FONT></P></TD>
<TD WIDTH=97%><P>
<FONT SIZE=1>Estimated  solely for the  purpose of  calculating  the amount of the  registration  fee  pursuant to Rule
457(h) of the  Securities  Act of 1933, as amended,  based on the aggregate  amount  payable upon the  liquidation,
which is the pro forma book value,  of such shares and  warrants  computed as of August 24, 2001.  There is no current
market for any of the shares.</FONT></P>
</TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=3%><P><FONT SIZE=1>(3)</FONT></P></TD>
<TD WIDTH=97%><P>
<FONT SIZE=1>Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) of the Securities Act of 1933, as amended, based on the exercise price of the warrants.  There is no current market for any of the warrants.</FONT></P>
</TD>
</TR>


<TR VALIGN=TOP>
<TD WIDTH=3%><P><FONT SIZE=1>(4)</FONT></P></TD>
<TD WIDTH=97%><P>
<FONT SIZE=1>No additional  consideration will be received for the common stock, and therefore,  no registration fee is
required pursuant to Rule 457(i).</FONT></P>
</TD>
</TR>
</table>
<PAGE>
<h5 align=center>                                                      PART I<BR>
                               INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</h5>

<h5>Item 1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Plan Information.*</h5>

<h5>Item 2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Registrant Information and Employee Plan Annual Information.*</h5>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=3%><P><FONT FACE="Times New Roman, Times, Serif" size=2>*</font></P></TD>
<TD WIDTH=97%><P><FONT FACE="Times New Roman, Times, Serif" size=2>
Information required by Part I of Form S-8 to be contained in the Section 10(a) prospectus is omitted from
    this registration statement in accordance with Rule 428 of the Securities Act of 1933, as amended, and the
    Note to Part I of Form S-8.</font></P>
</TD>
</TR>
</TABLE>

<h5 align=center>PART II<BR>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</h5>

<h5>Item 3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Incorporation of Documents by Reference</h5>

<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         The  following   documents  filed  by  NuVox,  Inc.  with  the  Securities  and  Exchange  Commission  are
incorporated in the registration statement by reference:</font></p>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" size=2>(a)</font></TD>
<td width=5% align=right>&nbsp;</td>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" size=2>NuVox's  Annual Report on Form 10-K for the fiscal year ended December 31, 2000 filed with the Commission on April 2, 2001;</font>
</TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=RIGHT><BR><FONT FACE="Times New Roman, Times, Serif" size=2>(b)</font></TD>
<td width=5% align=right>&nbsp;</td>
<TD WIDTH=85%><BR><FONT FACE="Times New Roman, Times, Serif" size=2>NuVox's Form 8-K dated and filed with the Commission on February 13, 2001; and</font>
</TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=RIGHT><BR><FONT FACE="Times New Roman, Times, Serif" size=2>(c)</font></TD>
<td width=5% align=right>&nbsp;</td>
<TD WIDTH=85%><BR><FONT FACE="Times New Roman, Times, Serif" size=2>NuVox's  Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2001 filed with the Commission on August 13, 2001.</font>
</TD>
</TR>

</TABLE>

<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         All  documents  subsequently  filed by NuVox  pursuant  to  Sections  13(a)  and (c),  14 and 15(d) of the
Securities Exchange Act of 1934, as amended, prior to the filing of a  post-effective  amendment which indicates that all securities  offered have
been sold or which  deregisters all securities  remaining  unsold,  shall be deemed to be incorporated by reference
in this registration statement and to be a part hereof from the date of filing of such documents.</font></P>

<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         Any  statement  contained in a document  incorporated  or deemed to be  incorporated  by reference  herein
shall be deemed to be modified or superseded  for the purpose of this  registration  statement to the extent that a
statement  contained  herein  or in any  other  subsequently  filed  document  which  also  is or is  deemed  to be
incorporated by reference herein modifies or supersedes such statement.</font></P>

<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         This  offering  is  contingent  upon the  closing of a sale of at least 50 million  Units  (with each Unit
consisting  of one share of Series D preferred  stock, five-year warrant to purchase  one  additional  share of Series D
preferred  stock at an exercise  price of $1.50 per share and additional warrants expiring March 31, 2002 to acquire shares of various series of Series E preferred stock) at $1.50 per Unit,  which sale will be made pursuant to
the terms of a Securities  Purchase  Agreement to be entered  into by the Company and certain  stockholders  of the
Company or their permitted transferees (the "Securities Purchase Agreement").</font></P>

<p align=center><FONT FACE="Times New Roman, Times, Serif" size=2>1</font>
<page>


<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         The  shares of Series D, each of the  series of Series E and  Series F-1  preferred  stock and the shares of
common stock issuable upon conversion  which may be issued pursuant to rights,  awards or warrants issued under the
NuVox,  Inc. 2001 Stock  Incentive Plan have not yet become  authorized  shares of capital stock of NuVox. In order
for such shares to become  authorized  shares of capital stock of NuVox,  a Certificate of Amendment of Amended and
Restated  Certificate of Incorporation  in  substantially  the form of Exhibit 4.3 hereto will have to be filed and
become  effective in accordance  with  applicable law. All statements in this  registration  statement  relating to
the capital stock of NuVox (including,  without limitation,  the description thereof contained in Item 4 below) are
based and premised upon the  assumption  that a  Certificate  of Amendment of Amended and Restated  Certificate  of
Incorporation  of NuVox in substantially  the form attached as Exhibit 4.3 and incorporated  herein by reference is
filed and becomes  effective in accordance with applicable law.  References in this Form S-8 to "Series E preferred
stock" mean  collectively,  the Series E-1, Series E-2, Series E-3, Series E-4, Series E-5, Series E-6, Series E-7,
Series E-8, Series E-9, Series E-10, Series E-11, Series E-12, Series E-13 and Series E-14 preferred stock.</font></P>

<h5>Item 4. Description of Securities</h5>

<h5>General</h5>

<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         Pursuant to the form of Certificate of Amendment of Amended and Restated Certificate of Incorporation
filed herein, NuVox's authorized capital stock will consist of 900,000,000 shares of common stock, par value $.01
per share, and 800,000,000 shares of preferred stock, par value $0.01 per share.  Of the preferred stock,</font></P>

<UL>
<li><FONT FACE="Times New Roman, Times, Serif" size=2>26,850,000 shares are designated as Series A convertible preferred stock,</font><BR><BR>

<li><FONT FACE="Times New Roman, Times, Serif" size=2>3,125,000 shares are designated as Series A-1 convertible preferred stock,</font><BR><BR>

<li><FONT FACE="Times New Roman, Times, Serif" size=2>32,500,000 shares are designated as Series B convertible preferred stock,</font><BR><BR>

<li><FONT FACE="Times New Roman, Times, Serif" size=2>6,000,000 shares are designated as Series C-1 convertible preferred stock,</font><BR><BR>

<li><FONT FACE="Times New Roman, Times, Serif" size=2>16,500,000 shares are designated as Series C-2 convertible preferred stock,</font><BR><BR>

<li><FONT FACE="Times New Roman, Times, Serif" size=2>18,500,000 shares are designated as Series C-3 convertible preferred stock,</font><BR><BR>

<li><FONT FACE="Times New Roman, Times, Serif" size=2>155,000,000 shares are designated as Series D convertible preferred stock,</font><BR><BR>

<li><FONT FACE="Times New Roman, Times, Serif" size=2>80,550,000 shares are designated as Series E-1 convertible preferred stock,</font><BR><BR>



<li><FONT FACE="Times New Roman, Times, Serif" size=2>12,500,000 shares are designated as Series E-2 convertible preferred stock,</font><BR><BR>
<li><FONT FACE="Times New Roman, Times, Serif" size=2>12,442,157 shares are designated as Series E-3 convertible preferred stock,</font><BR><BR>
<li><FONT FACE="Times New Roman, Times, Serif" size=2>53,034,870 shares are designated as Series E-4 convertible preferred stock,</font><BR><BR>
<li><FONT FACE="Times New Roman, Times, Serif" size=2>57,665,089 shares are designated as Series E-5 convertible preferred stock,</font><BR><BR>
<li><FONT FACE="Times New Roman, Times, Serif" size=2>14,925,025 shares are designated as Series E-6 convertible preferred stock,</font><BR><BR>
<li><FONT FACE="Times New Roman, Times, Serif" size=2>281,415 shares are designated as Series E-7 convertible preferred stock,</font><BR><BR>
<li><FONT FACE="Times New Roman, Times, Serif" size=2>659,175 shares are designated as Series E-8 convertible preferred stock,</font><BR><BR>
<li><FONT FACE="Times New Roman, Times, Serif" size=2>5,060,000 shares are designated as Series E-9 convertible preferred stock,</font><BR><BR>
<li><FONT FACE="Times New Roman, Times, Serif" size=2>663,599 shares are designated as Series E-10 convertible preferred stock,</font><BR><BR>
<li><FONT FACE="Times New Roman, Times, Serif" size=2>1,369,458 shares are designated as Series E-11 convertible preferred stock,</font><BR><BR>
<li><FONT FACE="Times New Roman, Times, Serif" size=2>4,985,847 shares are designated as Series E-12 convertible preferred stock,</font><BR><BR>
<li><FONT FACE="Times New Roman, Times, Serif" size=2>212,352 shares are designated as Series E-13 convertible preferred stock,</font><BR><BR>
</ul>
<p align=center><FONT FACE="Times New Roman, Times, Serif" size=2>2</font>
<page>
<ul>
<li><FONT FACE="Times New Roman, Times, Serif" size=2>204,379,749 shares are designated as Series E-14 convertible preferred stock,</font><BR><BR>

<li><FONT FACE="Times New Roman, Times, Serif" size=2>24,000,000 shares are designated as Series F-1 convertible preferred stock, and</font><BR><BR>

<li><FONT FACE="Times New Roman, Times, Serif" size=2>68,796,264 shares of preferred stock remain to be designated.</font>
</ul>
<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         As of June 30, 2001, there were 19,778,401 shares of common stock, 26,850,000 shares of Series A
preferred stock, 3,125,000 shares of Series A-1 preferred stock, 30,430,612 shares of Series B preferred stock,
5,374,481 shares of Series C-1 preferred stock, 15,786,710 shares of Series C-2 preferred stock, and 17,735,703
shares of Series C-3 preferred stock issued and outstanding, all of which were fully paid and nonassessable.</font></P>

<h5>Common Stock</h5>

<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         <B><I>Voting Rights.</I></B>  Each holder of common stock is entitled to cast one vote for each share held of record
on all matters submitted to a vote of stockholders, including the election of directors.  Holders of common stock
have no cumulative voting rights. The holders of the shares of common stock, along with the holders of any series
of preferred stock entitled to vote with the holders of common stock, will vote together as a single class on all
matters as to which such holders are entitled to vote, except when voting separately by class is required by
Delaware law.</font></P>

<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         <B><I>Dividends.</I></B>  No cash dividends may be declared or paid upon the common stock so long as any Series A,
Series A-1, Series B, Series C-1, Series C-2, Series C-3, Series D, any series of Series E or Series F-1 preferred stock is outstanding. At such point as there are no shares of Series A, Series A-1, Series B, Series C-1, Series C-2,
Series C-3, Series D, Series any series of E or Series F-1 preferred stock or other securities ranking prior to common stock outstanding, holders of common stock will be entitled
to receive dividends or other distributions declared by the board of directors. The right of the board of
directors to declare dividends, however, is subject to the availability of sufficient funds under Delaware law to
pay dividends.</font></P>

<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         <B><I>Liquidation Rights.</I></B>  In the event of the dissolution of NuVox, common stockholders will share ratably in
the distribution of all assets that remain after NuVox pays all of its liabilities and satisfies its obligations
to the holders of any preferred stock, as described below.</font></P>

<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         <B><I>Preemptive and Other Rights.</I></B>  Except as provided under the stockholders' agreement described below, no
stockholder of any class of stock has any preemptive right to purchase or subscribe for any stock or other
securities of NuVox.  In addition, there are no conversion rights or redemption or sinking fund provisions with
respect to the common stock.</font></P>

<h5>Preferred Stock</h5>

<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         The board of directors is authorized to issue shares of preferred stock from time to time, without
stockholder approval, in one or more series. Subject to the requirements under Delaware law, the board has the
authority to fix the designations, preferences and rights of additional preferred stock, including the following:</font></P>
<UL>
<li><FONT FACE="Times New Roman, Times, Serif" size=2>the designation and number of shares up to the maximum authorized by the amended and restated
              certificate of incorporation,</font><BR><BR>

<li><FONT FACE="Times New Roman, Times, Serif" size=2>dividend rates and preferences,</font><BR><BR>
</ul>
<p align=center><FONT FACE="Times New Roman, Times, Serif" size=2>3</font>
<page>
<ul>
<li><FONT FACE="Times New Roman, Times, Serif" size=2>voting rights,</font><BR><BR>

<li><FONT FACE="Times New Roman, Times, Serif" size=2>conversion and exchange rights,</font><BR><BR>

<li><FONT FACE="Times New Roman, Times, Serif" size=2>terms of redemption, including redemption prices,</font><BR><BR>

<li><FONT FACE="Times New Roman, Times, Serif" size=2>sinking fund provisions,</font><BR><BR>

<li><FONT FACE="Times New Roman, Times, Serif" size=2>liquidation rights and preferences, and</font><BR><BR>

<li><FONT FACE="Times New Roman, Times, Serif" size=2>any other relative powers, preferences and rights.</font>
</ul>
<P><FONT FACE="Times New Roman, Times, Serif" size=2>Any of these terms could
have an adverse effect on the availability of earnings for distribution to the
holders of NuVox stock or for other corporate purposes. The voting rights of
holders of any shares of preferred stock could adversely affect the voting power of
NuVox&#146;s other stockholders and could have the effect of delaying, deferring
or impeding a change of control of NuVox.</font></P>

<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         <B><I>Voting Rights.</I></B>  On all matters submitted to a vote of stockholders, each holder of Series A, Series A-1,
Series B, Series C-1, Series C-2, Series C-3, Series D, each of the series of Series E and Series F-1 preferred stock is entitled to cast
one vote per share of common stock into which the shares of Series A, Series A-1, Series B, Series C-1, Series
C-2, Series C-3, Series D, each of the series of Series E and Series F-1 preferred stock held by the holder are then convertible. The
holders of the Series A, Series A-1, Series B, Series C-1, Series C-2, Series C-3, Series D, Series each of the series of E and Series
F preferred stock and common stock will vote together as a single class on all matters as to which such holders
are entitled to vote, except when voting separately by class is required by Delaware law.</font></P>

<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         <B><I>Dividends.</I></B>  No fixed dividends will be payable on the Series A, Series A-1, Series B, Series
C-1, Series C-2, Series C-3, Series D, Series E or Series F-1 preferred stock.</font></P>

<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         <B><I>Conversion Rights.</I></B>  Each outstanding share of the Series A, Series A-1, Series B, Series C-1, Series
C-2, Series C-3, Series D, each of the series of Series E and Series F-1 preferred stock is convertible at any time at the option of the
holder into that number of whole shares of common stock as is equal to the stated liquidation preference for the
particular series of preferred stock divided by the conversion price of that series.  The current conversion
prices are as follows:</font></P>

<UL>
<li><FONT FACE="Times New Roman, Times, Serif" size=2>$3.00, with respect to the Series A preferred stock,</font><BR><BR>

<li><FONT FACE="Times New Roman, Times, Serif" size=2>$4.00 with respect to the Series A-1 preferred stock,</font><BR><BR>

<li><FONT FACE="Times New Roman, Times, Serif" size=2>$7.00, with respect to the Series B preferred stock,</font><BR><BR>

<li><FONT FACE="Times New Roman, Times, Serif" size=2>$2.17 with respect to the Series C-1 preferred stock,</font><BR><BR>

<li><FONT FACE="Times New Roman, Times, Serif" size=2>$3.39 with respect to the Series C-2 preferred stock,</font><BR><BR>

<li><FONT FACE="Times New Roman, Times, Serif" size=2>$3.84 with respect to the Series C-3 preferred stock,</font><BR><BR>

<li><FONT FACE="Times New Roman, Times, Serif" size=2>$1.50 with respect to the Series D preferred stock,</font><BR><BR>

<li><FONT FACE="Times New Roman, Times, Serif" size=2>$1.00 with respect to the Series E-1 preferred stock,</font><BR><BR>

<li><FONT FACE="Times New Roman, Times, Serif" size=2>$1.00 with respect to the Series E-2 preferred stock,</font><BR><BR>

<li><FONT FACE="Times New Roman, Times, Serif" size=2>$1.00 with respect to the Series E-3 preferred stock,</font><BR><BR>

<li><FONT FACE="Times New Roman, Times, Serif" size=2>$1.00 with respect to the Series E-4 preferred stock,</font><BR><BR>

<li><FONT FACE="Times New Roman, Times, Serif" size=2>$1.00 with respect to the Series E-5 preferred stock,</font><BR><BR>

<li><FONT FACE="Times New Roman, Times, Serif" size=2>$1.00 with respect to the Series E-6 preferred stock,</font><BR><BR>
</ul>
<p align=center><FONT FACE="Times New Roman, Times, Serif" size=2>4</font>
<page>
<ul>
<li><FONT FACE="Times New Roman, Times, Serif" size=2>$0.92 with respect to the Series E-7 preferred stock,</font><BR><BR>

<li><FONT FACE="Times New Roman, Times, Serif" size=2>$0.90 with respect to the Series E-8 preferred stock,</font><BR><BR>

<li><FONT FACE="Times New Roman, Times, Serif" size=2>$0.50 with respect to the Series E-9 preferred stock,</font><BR><BR>

<li><FONT FACE="Times New Roman, Times, Serif" size=2>$0.30 with respect to the Series E-10 preferred stock,</font><BR><BR>

<li><FONT FACE="Times New Roman, Times, Serif" size=2>$0.13 with respect to the Series E-11 preferred stock,  </font><BR><BR>

<li><FONT FACE="Times New Roman, Times, Serif" size=2>$0.11 with respect to the Series E-12 preferred stock, </font><BR><BR>

<li><FONT FACE="Times New Roman, Times, Serif" size=2>$0.0045 with respect to the Series E-13 preferred stock,</font><BR><BR>

<li><FONT FACE="Times New Roman, Times, Serif" size=2>$1.00 with respect to the Series E-14 preferred stock,</font><BR><BR>

<li><FONT FACE="Times New Roman, Times, Serif" size=2>$0.59 with respect to the Series F-1 preferred stock (equal to the option exercise prices
              of the initial grants of options for such shares).</font>
</ul>

<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         We refer to the initial conversion price and the conversion price, as it may be adjusted in accordance
with anti-dilution provisions of the preferred stock, as the conversion price. The conversion price of outstanding preferred stock will be subject to anti-dilution adjustment upon the closing of
the sale of units described in Item 3 hereof.  The Series A, Series A-1, Series
B, Series C-1, Series C-2, Series C-3, Series D, each of the series of Series E and Series F-1 preferred stock also will be automatically
converted into common stock at the then-effective applicable conversion price in the event of a firm commitment,
underwritten public offering of common stock registered under the Securities Act of 1933, which we refer to as a qualified initial public offering, subject to limited
exceptions and to the following conditions:</font></P>

<UL>
<li><FONT FACE="Times New Roman, Times, Serif" size=2>the public offering price per share of the common stock, prior to underwriters' discounts and expenses,
              must be at least $1.00, as adjusted for any common stock dividends, combinations or splits;
              and</font><BR><BR>

<li><FONT FACE="Times New Roman, Times, Serif" size=2>the offering must generate aggregate proceeds to NuVox and any selling stockholders, prior to
              underwriters' discounts and expenses, of at least $50 million;</font>

</ul>
<P><FONT FACE="Times New Roman, Times, Serif" size=2>provided that if such
offering price is less than $3.00 per share, the number of shares of common
stock to be issued on such conversion of shares of Series D preferred stock
shall be increased by multiplying such number by a fraction, the numerator of
which shall be $3.00 and the denominator of which shall be such public offering
price per share.</font></P>

<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         Upon any issuance or sale of shares of common stock or any securities convertible into or exchangeable
for shares of common stock without consideration or for a consideration per share of less than the then-existing
conversion price of the Series D preferred stock, subject to certain exceptions, the conversion price of Series D
preferred stock will be adjusted so that it is not greater than the lowest consideration per share received or to
be received by NuVox in such issuance or conversion.  This "full ratchet" formula provides a greater adjustment
for shares of Series D preferred stock than the weighted average adjustment formula applicable to the existing
series of preferred stock and the Series E and Series F-1 preferred stock.</font></P>

<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         The conversion price is subject to customary adjustments for stock dividends, for combinations or
subdivisions of common stock and as a result of any capital reorganization or reclassification. The conversion
price is also subject to adjustment for any issuance or sale of shares of common stock or any securities
convertible into or exchangeable for shares of common stock without consideration or for consideration per share
of less than the then-existing conversion price, except for issuances:</font></P>

<p align=center><FONT FACE="Times New Roman, Times, Serif" size=2>5</font>
<page>


<UL>
<li><FONT FACE="Times New Roman, Times, Serif" size=2>upon conversion of shares of Series A, Series A-1, Series B, Series C-1, Series C-2, Series C-3, Series
              D, any series of Series E or Series F-1 preferred stock,</font><BR><BR>

<li><FONT FACE="Times New Roman, Times, Serif" size=2>to officers, directors, employees, consultants or advisers of NuVox pursuant to stock option or stock
              purchase plans, warrants or agreements from time to time approved by the board of directors,</font><BR><BR>

<li><FONT FACE="Times New Roman, Times, Serif" size=2>upon the issuance or exercise of our $1.81, $2.03, $3.00, $6.00 and $10.25 warrants,</font><BR><BR>

<li><FONT FACE="Times New Roman, Times, Serif" size=2>in connection with board-approved acquisitions,</font><BR><BR>

<li><FONT FACE="Times New Roman, Times, Serif" size=2>upon issuance or exercise of the warrants to purchase Series D preferred stock that are being registered
              hereunder or that are being issued as specified in the securities purchase agreement that
              will be entered into in connection with the issuance of the Series D preferred stock,</font><BR><BR>

<li><FONT FACE="Times New Roman, Times, Serif" size=2>upon issuance or exercise of the warrants to purchase any series of Series E preferred stock that are
     being registered hereunder or that are being issued as specified in the securities purchase
     agreement that will be entered into in connection with the issuance of any series of Series
     E preferred stock, or</font><BR><BR>




<li><FONT FACE="Times New Roman, Times, Serif" size=2>as a dividend or distribution on shares of Series A, Series A-1, Series B, Series C-1, Series C-2,
              Series C-3, Series D, any series of Series E and Series F-1 preferred stock.</font><BR><BR>
</ul>
<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         <B><I>Redemption Provisions.</I></B>NuVox may not redeem the Series A, Series A-1, Series B, Series C-1, Series C-2,
Series C-3, Series D, any of the series of Series E, or Series F-1 preferred stock at any time, except pursuant to
the terms of an agreement between NuVox and the holder or holders of such stock.  No shares of any such series of
preferred stock shall be reacquired for value by NuVox other than (i) pursuant to a purchase offer made on a pro
rata basis to all holders of each such series of preferred stock, (ii) in connection with any "cashless exercise"
or "net issue exercise" of a warrant in accordance with the terms of any such warrant, including without
limitation any of the warrants to purchase Series D preferred stock that are being registered hereunder or that
are being issued as specified in the Securities Purchase Agreement or any of the warrants to purchase the various series of Series E
preferred stock that are being registered hereunder or that are being issued as specified in the Securities
Purchase Agreement.</font></P>

<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         <B><I>Liquidation Rights.</I></B></font></P>

<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  <B><I>Series D Preferred Stock Liquidation Rights.</I></B>   In the event of the liquidation, dissolution or
winding up of the business of NuVox, the holders of Series D preferred stock will be entitled to receive, prior
to and in preference to any distribution to the holders of common stock or to holders of the Series A, Series
A-1, Series B, Series C-1, Series C-2, Series C-3, Series E or Series F-1 preferred stock, a liquidation preference
for each share in an amount equal to the greater of:</font></P>


<UL>
<li><FONT FACE="Times New Roman, Times, Serif" size=2>$3.00 per share (as adjusted for any stock dividends, combinations or splits
with respect to NuVox&#146;s capital stock), plus an amount equal to a preferred
return of 8% per annum, for each share of Series D preferred stock, on an amount
of $1.50 per share, with such return to begin accruing as of the original issue
date of the Series D preferred stock (or, for Series D preferred stock used upon exercise of Series D warrants, the date on which the Series D warrants were first issued), or</font><BR><BR>
</ul>
<p align=center><FONT FACE="Times New Roman, Times, Serif" size=2>6</font>
<page>
<ul>
<li><FONT FACE="Times New Roman, Times, Serif" size=2>the amount such holder of Series D preferred stock would have received as a
holder of shares of common stock issuable upon conversion of such Series D
preferred stock immediately prior to the liquidation.</font>
</ul>

<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         After receiving the per share liquidation preference, holders of the Series D preferred stock will have
no right or claim to NuVox's remaining assets and funds, if any.</font></P>




<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  <B><I>Series E Preferred Stock Liquidation Rights.</I></B>   In the event of the liquidation, dissolution or
winding up of the business of NuVox, the holders of the various series of Series E preferred stock, in parity
with the holders of Series F-1 preferred stock, will be entitled to receive, after the distribution of the full
preferential amount to holders of Series D preferred stock, but prior in preference to any distribution of any of
the assets or surplus funds of NuVox to the holders of the common stock or to the holders of the Series A, Series
A-1, Series B, Series C, Series C-1 or Series C-3 preferred stock, a liquidation preference for each share in the
amount equal to the greater of</font></P>

<UL>
<li><FONT FACE="Times New Roman, Times, Serif" size=2>$1.18, $1.14, $1.01, $1.05, $1.06, $1.00, $0.92, $0.90, $0.50, $0.30, $0.13, $0.11, $0.0045 or $1.08, per
              share as applicable for such series (as adjusted for any stock dividends, combinations or splits with respect to NuVox's
              capital stock), plus an amount equal to a preferred return of 8% per annum, for each share of such series
              of preferred stock, on the respective initial liquidation preference amount, with such
              return to begin accruing as of the original issue date on which the Series E warrants were
              first issued, or</font><BR><BR>


<li><FONT FACE="Times New Roman, Times, Serif" size=2>the amount such holders of Series E preferred stock would have received as a holder of shares of common stock issuable upon conversion of such Series E preferred stock
immediately prior to the liquidation.</font>
</ul>
<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         After receiving the per share liquidation preference, holders of any of the Series E preferred stock
will have no right or claim to NuVox's remaining assets and funds, if any.</font></P>

<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  <B><I> Series F-1 Preferred Stock Liquidation Rights.</I></B>   In the event of the liquidation, dissolution or winding up of the business of NuVox, the holders of Series F-1
preferred stock, in parity with the holders of the various series of Series E preferred stock, will be entitled
to receive, after the distribution of the full preferential amount to holders of Series D preferred stock, but
prior in preference to any distribution of any of the assets or surplus funds of NuVox to the holders of the
common stock or to the holders of the Series A, Series A-1, Series B, Series C-1, Series C-2 or Series C-3
preferred stock, a liquidation preference for each share in the amount equal to the greater of:</font></P>

<UL>
<li><FONT FACE="Times New Roman, Times, Serif" size=2>
$0.59 per share, plus an amount equal to a preferred return on such amount of 8% per annum, with such return to begin accruing as of the original issue date of
the Series F-1 preferred stock, or </FONT><BR><BR>

<li><FONT FACE="Times New Roman, Times, Serif" size=2>
the amount such holder of Series F-1 preferred stock would have received as a
holder of shares of common stock issuable upon conversion of such Series F-1
preferred stock immediately prior to the liquidation. </FONT>
</ul>

<p align=center><FONT FACE="Times New Roman, Times, Serif" size=2>7</font>
<page>
<P>

<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;          After receiving the per share liquidation preference, holders of the Series F-1 preferred stock will have
no right or claim to NuVox's remaining assets and funds, if any.</FONT></P>

<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><I>Series A, Series A-1, Series B, Series C-1, Series C-2 and Series C-3 Preferred Stock
Liquidation Rights.</I></B>                     In the event of the liquidation, dissolution or winding up of the business of NuVox, the
holders of Series A, Series A-1, Series B, Series C-1, Series C-2 or Series C-3 preferred stock will be entitled
to receive, after the distribution of the full preferential amounts to holders of Series D, Series E and Series F-1
preferred stock, but prior to and in preference to any distribution to the holders of common stock, a liquidation
preference for each share in an amount equal to the greater of:
</font></P>

<UL>
<li><FONT FACE="Times New Roman, Times, Serif" size=2>$3.00, $4.00, $7.00, $2.17, $3.39 and $3.84 per share (as adjusted for any stock
dividends, combinations or splits with respect to NuVox&#146;s capital stock),
respectively, plus an amount equal to a preferred return of 8% per annum, for
each share of such series of preferred stock, on the respective initial
liquidation preference amount, with such return to begin accruing as of the
original issue date of the Series A, Series A-1 and Series B preferred stock and
as of September&#160;1, 2000 for the Series C-1, Series C-2 and Series C-3
preferred stock, or</font><BR><BR>

<li><FONT FACE="Times New Roman, Times, Serif" size=2>the amount such holders would have received as a holder of shares of common stock issuable upon conversion of their
preferred stock immediately prior to the liquidation.</font>
</ul>

<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         After receiving the per share liquidation preference, holders of the Series A, Series A-1, Series B,
Series C-1, Series C-2 or Series C-3 preferred stock will have no right or claim to NuVox's remaining assets and
funds, if any.</font></P>

<h5>Stockholders&#146; Agreement</h5>

<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         All NuVox stockholders are parties to a stockholders' agreement by and among NuVox and its stockholders.
The stockholders' agreement provides the holders preemptive rights and sets forth restrictions on the
transferability of their shares.  These rights and restrictions will exist until NuVox completes a qualified initial
public offering pursuant to which all shares of its preferred stock are automatically converted into shares of
NuVox common stock pursuant to the terms of its amended and restated certificate of incorporation.  The
description below assumes that the amendment to the stockholders' agreement in the form attached is in effect at
the time of the sale.  The effectiveness of this form of amendment is a condition to the sale of the Units
pursuant to the Securities Purchase Agreement.  A copy of the stockholders' agreement and form of amendment to
the stockholders' agreement are incorporated by reference as exhibits to this registration statement.</font></P>

<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         <B><I>Preemptive Rights.</I></B>  The stockholders' agreement affords preemptive rights to the holders of NuVox's
common stock and preferred stock. Subject to exceptions, if NuVox issues or sells any equity securities, or
securities convertible into or containing any options or rights to acquire any equity securities, NuVox will
first offer to sell to the stockholders who are parties to the agreement an aggregate of 80% of those securities.
Within 35 days of receiving notice of such offer from NuVox, each stockholder may then purchase an amount of the
offered securities based on the percentage of all outstanding stock of NuVox then held by the stockholder, on a
fully diluted basis. Each stockholder will be entitled to purchase all or part of the offered securities at the
same price and on the same terms as the securities are offered to any other person. If the stockholders do not
fully subscribe to all of the offered</FONT>

<p align=center><FONT FACE="Times New Roman, Times, Serif" size=2>8</font>
<page>
<P>

<FONT FACE="Times New Roman, Times, Serif" size=2> securities, then NuVox will reoffer the unsubscribed securities to the
stockholders who have elected to purchase their full allotment and who elect to purchase any of such securities
within 10 days of receiving notice of such reoffer. After the expiration of the 35-day period and, if applicable,
the 10-day period, NuVox may sell any unsubscribed securities to other purchasers on terms no more favorable than
those offered to the stockholders.</font></P>

<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         <B><I>Restrictions on Transfer.</I></B>  In the event a holder of preferred stock desires to sell or otherwise
transfer any of its shares of preferred stock or any shares of stock issued upon conversion of or with respect to
such stock, the selling stockholder must first offer the shares to NuVox and the other stockholders. If terms
cannot be agreed upon with NuVox or the other stockholders in 30 days, the selling stockholder may then offer the
shares to a third party, but at terms no less favorable to the selling stockholder than those terms offered to
NuVox and the other stockholders. Such restrictions will not apply to transfers to "affiliates," transfers
pursuant to a "public sale" or a "capital transaction," as each of these terms is defined in the stockholders
agreement, or transfers pursuant to a distribution to a stockholder's partners, members or stockholders.</font></P>

<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         In the event that any stockholder or group of stockholders elects to sell 51% or more of the stock then
issued and outstanding and has received a bona fide written offer for the purchase of such stock, the stockholder
or group of stockholders must notify NuVox and the other stockholders in writing of its intention to sell. Each
other stockholder may elect to participate in the intended sale by delivering written notice to the selling
stockholder or group of stockholders and NuVox not more than 25 days after the original notice from the selling
stockholder(s). Each selling stockholder and participating stockholder will be entitled to sell its pro rata
portion of the number of shares to be purchased, based upon the number of shares owned by all of the selling and
participating stockholders, on the same terms and at the same price offered to the selling stockholder(s).</font></P>

<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         <B><I>Supermajority Vote Requirement.</I></B>  The affirmative vote of the holders of 66 2/3% of the outstanding
common stock and preferred stock of NuVox, voting as a single class, is required for the authorization of any
additional class of capital stock or an increase in the number of shares of authorized capital stock. This
supermajority vote is also required for approval of the sale of NuVox, whether by merger, consolidation, sale of
stock or assets or otherwise.</font></P>

<h5>Registration Rights Agreement</h5>

<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         All NuVox stockholders are parties to a registration rights agreement by and among NuVox and its
stockholders. Pursuant to the registration rights agreement, holders of common and preferred stock have rights to
register under the Securities Act the common stock they own, which are issuable upon conversion of their shares
of preferred stock or which are issuable upon exercise of any warrants or options.  The description below assumes that the amendment to the registration rights agreement in the
form attached is in effect at the time of the sale.  The effectiveness of this form of amendment is a
condition to the sale of the Units pursuant to the Securities Purchase Agreement.  A copy of the registration
rights agreement and form of amendment to the registration rights agreement are incorporated by reference as
exhibits to this registration statement.</font></P>

<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         <B><I>Demand Registration.</I></B>  Holders of not less than 20% of the total number of outstanding shares of
preferred stock or common stock, including common stock issuable upon conversion of preferred stock or issuable
upon the exercise of any outstanding warrants or options, may demand that NuVox register the resale of the number
of shares of stock that holders then desire to sell.  Holders may make this demand at any time after the
effective date of NuVox's initial public offering of common stock.  In addition, at such time as securities,</FONT>

<p align=center><FONT FACE="Times New Roman, Times, Serif" size=2>9</font>
<page>

<P>
<FONT FACE="Times New Roman, Times, Serif" size=2>then NuVox will securities, then NuVox will than 10% of the total number of
outstanding shares of NuVox's preferred and common stock, including common stock issuable upon conversion of
preferred stock or issuable upon the exercise of any outstanding warrants or options, may demand that NuVox
register the resale of the number of shares of its common stock that such holders then desire to sell on SEC Form
S-3 or any successor form. In any request for a demand registration on SEC Form S-3 or any successor form
thereto, the proposed aggregate public offering price must be at least $5 million.</font></P>

<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         <B><I>Piggyback Registration.</I></B>  If NuVox proposes to register any of its equity securities or securities
convertible into equity securities under the Securities Act of 1933, other than a registration for an employee
plan or an acquisition, the holders of the outstanding preferred stock and common stock will be entitled to
notice of the proposed registration and the opportunity to include a resale of their shares of common stock in
the registration. The holders of preferred stock must convert their shares of preferred stock to common stock
prior to the effectiveness of the registration.</font></P>

<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         <B><I>Restrictions.</I></B>  In the event the managing underwriter of any underwritten offering initiated by NuVox for
its own account determines that the amount of stock included in any such registration should be limited, the
number of shares included by holders may be limited to the amount determined by the managing underwriter. The
registration rights agreement contains provisions restricting sales of any equity securities of NuVox, except
securities sold as part of the offering, during the period commencing on the seventh day prior to, and ending on
the ninetieth day, or later, if so required by the managing underwriter, following the effective date of any
underwritten offering.</font></P>

<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         <B><I>Expenses and Indemnification.</I></B>  The registration rights agreement requires NuVox, in connection with the
first two demand registrations and each piggyback registration, to pay all registration and filing fees and
expenses, printing expenses, fees and disbursements of counsel for NuVox, one counsel representing all of the
holders of the stock included in the registration and the accountants for NuVox and some other expenses. The
registration rights agreement also contains customary cross-indemnification by NuVox and the holders of the stock
included in the registration for liabilities arising under the Securities Act of 1933 as a result of any
registration.</font></P>

<h5>Employee Shareholders Agreement</h5>

<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         All employees of NuVox who own NuVox common stock or Series E preferred stock are parties to a shareholders agreement, by and between NuVox
and the shareholders named therein. This agreement governs the transfer of the shareholders' shares, the
re-purchase by NuVox of NuVox shares and contains confidentiality and non-solicitation provisions.  The
description below assumes that the amendment to the employee shareholders' agreement in the form attached is in
effect at the time of the sale.  The effectiveness of this form of amendment is a condition to the sale of
the Units pursuant to the Securities Purchase Agreement.  A copy of the employee shareholders' agreement and form
of amendment to the employee shareholders' agreement are incorporated by reference as exhibits to this
registration statement.</font></P>

<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         <B><I>Restrictions on Transfer.</I></B>
To sell shares of stock to a party other than NuVox, a shareholder must give 30 days prior written notice to
NuVox, the other common shareholders and preferred stockholders (in each case, to the extent the same are
accredited investors). NuVox will then have a 60 day option to purchase all of the shares, and after this period,
the other common shareholders will have an additional 30 day option to purchase a proportionate number of all of the shares
offered. The shareholders may transfer their shares to or for the benefit of family members if the board of
directors approves, the consideration does not exceed the original payment for the shares, and other conditions
are met.</font></P>

<p align=center><FONT FACE="Times New Roman, Times, Serif" size=2>10</font>
<page>

<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         Upon an involuntary transfer of a shareholder's shares, i.e. property division in divorce, distribution
by bankruptcy trustee, etc., NuVox and the remaining shareholders will have a 70-day option to purchase all, but
not less than all, of the shares transferred. The purchase price for the shares pursuant to an option granted
upon an involuntary transfer will be the lesser of:</font></p>

<UL>
<li><FONT FACE="Times New Roman, Times, Serif" size=2>the fair market value,</font><BR><BR>

<li><FONT FACE="Times New Roman, Times, Serif" size=2>the latest price per share at which the shares were traded in an arm's-length transaction, or</font><BR><BR>

<li><FONT FACE="Times New Roman, Times, Serif" size=2>the price at which the shares are being transferred.</font>
</ul>
<P><FONT FACE="Times New Roman, Times, Serif" size=2>If neither NuVox nor the
common shareholders choose to exercise their options described above, the
preferred shareholders will have a 10-day option to purchase all of the shares
subject to the option.</font></p>


<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         <B><I>Confidentiality and Noncompetition Provisions.</I></B>  During the period during which a party to the
shareholders agreement is a shareholder and for two years following the date on which the shareholder ceases to
own NuVox stock, the shareholder will not divulge any confidential information to anyone or use this confidential
information to compete with NuVox. During this same period, no shareholder may knowingly solicit any material
client or customer of NuVox for the provision of competitive local communications services. In addition, no
shareholder may solicit for employment any NuVox employee during the period which the shareholder owns any NuVox
stock.</font></p>

<h5>Classified Board of Directors and Other Anti-Takeover Considerations</h5>

<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         NuVox's by-laws provide for a classified board of directors. One-third of the directors will be elected
at each annual meeting of stockholders to serve for three-year terms. As a result, at least two annual meetings
of shareholders may be required for the shareholders to change a majority of NuVox's board of directors. Because
the stockholders never elect a majority of the board members at one time, the classified board could delay or
prevent a change in control or make removal of NuVox's management more difficult. In addition, NuVox's amended
and restated certificate of incorporation allows its board to issue, without stockholder approval, preferred
stock with terms set by the board. The preferred stock could be issued quickly with terms that delay or prevent a
change in control or make removal of NuVox's management more difficult.</font></p>

<p align=center><FONT FACE="Times New Roman, Times, Serif" size=2>11</font>
<page>

<h5>Item 5. Interests of Named Experts and Counsel</h5>

<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         Not applicable.</font></p>

<h5>Item 6. Indemnification of Directors and Officers</h5>

<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         Section 145 of the General Corporation Law of the State of Delaware provides, among other things:</font></p>

<ol type=a>
         <li><FONT FACE="Times New Roman, Times, Serif" size=2>for permissive indemnification for expenses, judgments, fines and amounts paid in settlement
                  actually and reasonably incurred by designated persons, including directors and officers of a
                  corporation, in the event such persons are parties to litigation other than stockholder
                  derivative actions if certain conditions are met;</font><BR><BR>

         <li><FONT FACE="Times New Roman, Times, Serif" size=2>for permissive indemnification for expenses actually and reasonably incurred by designated
                  persons, including directors and officers of a corporation, in the event such persons are
                  parties to stockholder derivative actions if certain conditions are met;</font><BR><BR>

         <li><FONT FACE="Times New Roman, Times, Serif" size=2>for mandatory indemnification for expenses actually and reasonably incurred by designated
                  persons, including directors and officers of a corporation, in the event such persons are
                  successful on the merits or otherwise in litigation covered by a. and b. above; and</font><BR><BR>

         <li><FONT FACE="Times New Roman, Times, Serif" size=2>that the indemnification provided for by Section 145 shall not be deemed exclusive of any other
                  rights which may be provided under any by-law, agreement, stockholder or disinterested director
                  vote, or otherwise.</font>
</ol>

<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         NuVox's amended and restated certificate of incorporation and by-laws provide that each person who was
or is a party or is threatened to be made a party to, or is involved in, any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that
he or she is or was a director or officer of NuVox, or is or was serving at the request of NuVox or for its
benefit as a director, officer, employee or agent of any other corporation, or as the representative of NuVox in
a partnership, joint venture, trust or other entity, shall be indemnified and held harmless by NuVox to the
fullest extent legally permissible under the General Corporation Law of the State of Delaware, as amended from
time to time, against all expenses, liabilities and losses (including attorneys' fees, judgments, fines and
amounts paid or to be paid in settlement) reasonably paid or incurred by such person in connection with such
action, suit or proceeding.  The amended and restated certificate and by-laws also provide that this right of
indemnification shall be a contract right that may be enforced in any manner desired by such person and shall
include the right to be paid by NuVox the expenses incurred in defending any such action, suit or proceeding in
advance of its final disposition upon receipt of an undertaking by or on behalf of such person to repay such
amount if ultimately it should be determined that such person is not entitled to be indemnified by the
Corporation under the General Corporation Law of the State of Delaware.  This right of indemnification shall not
be exclusive of any other right which such directors, officers or representatives may have or hereafter acquire
and, without limiting the generality of such statement, they shall be entitled to their respective rights of
indemnification under NuVox's amended and restated certificate of incorporation and by-laws or any agreement,
vote of stockholders, provision of law or otherwise.</font></p>

<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         NuVox's by-laws also provide that no person shall be indemnified in respect of any claim, action, suit
or proceeding initiated by any such person or in which any such person has voluntarily intervened, other than an
action initiated by such person to enforce indemnification rights hereunder or an action initiated with the
approval of a majority of the board of directors of NuVox.</font></p>


<p align=center><FONT FACE="Times New Roman, Times, Serif" size=2>12</font>
<page>


<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         NuVox's amended and restated certificate of incorporation provides that a director shall not be
personally liable to NuVox or our stockholders for monetary damages for breach of fiduciary duty as a director
except for liability (i) for any breach of the director's duty of loyalty to NuVox or our stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii)
for paying a dividend or approving a stock repurchase in violation of Section 174 of the General Corporation Law
of the State of Delaware or (iv) for any transaction from which the director derived an improper personal benefit.</font></p>

<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         Delaware law gives a corporation the power to purchase and maintain insurance on behalf of any director
against any liability asserted against, and incurred in his or her capacity as a director, whether or not the
corporation would have the power to indemnify the director against this liability under Delaware law.  NuVox's
amended and restated certificate of incorporation and by-laws provide that we may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of NuVox, or is or was serving at
our request or for our benefit as a director, officer, employee or agent of any other corporation, or as the
representative of NuVox in a partnership, joint venture, trust or other entity, against any expense, liability or
loss asserted against or incurred by any such person in any such capacity or arising out of such status, whether
or not NuVox would have the power to indemnify such person against such expense, liability or loss.  NuVox has in
effect directors' and officers' liability insurance indemnifying, respectively, ourselves and our directors and
officers within specific limits for certain liabilities incurred by them, subject to the conditions and
exclusions and deductible provisions of the policies.</font></p>


<h5>Item 7.
Exemption from Registration Claimed</h5>

<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         Not Applicable.</font></p>

<h5>Item 8. Exhibits</h5>

<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         See Index to Exhibits.</font></p>

<h5>Item 9. Undertakings</h5>

<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         NuVox hereby undertakes:</font></p>

<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         1.&nbsp;&nbsp;&nbsp;       To file,  during any period in which offers or sales are being made, a  post-effective  amendment
to this Registration Statement:</font></p>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=7%><p></TD>
<TD WIDTH=4%><P><FONT FACE="Times New Roman, Times, Serif" size=2>(i)</font></P></TD>
<TD WIDTH=89%><P><FONT FACE="Times New Roman, Times, Serif" size=2>

                        To include any  prospectus  required by Section  10(a)(3) of the Securities Act of 1933,
                           as amended;</font><BR><BR></TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=7%><p></TD>
<TD WIDTH=4%><P><FONT FACE="Times New Roman, Times, Serif" size=2>(ii)</font></TD>
<TD WIDTH=89%><P><FONT FACE="Times New Roman, Times, Serif" size=2>

                        To reflect in the  prospectus  any facts or events  arising after the effective  date of
                           the  Registration  Statement  (or the  most  recent  post-effective  amendment  thereof)
                           which,  individually  or in  the  aggregate,  represent  a  fundamental  change  in  the
                           information  set forth in the  Registration  Statement.  Notwithstanding  the foregoing,
                           any increase or decrease in volume of  securities  offered (if the total dollar value of
                           securities  offered would not exceed that which was  registered)  and any deviation from
                           the low or high end of the  estimated  maximum  offering  range may be  reflected in the
                           form of  prospectus  filed  with the  Commission  pursuant  to Rule  424(b)  if,  in the
                           aggregate,  the changes in volume and price  represent  no more than a 20% change in the
                           maximum  aggregate  offering price set forth in the  "Calculation of  Registration  Fee"
                           table in the effective registration statement;</font>

<BR><BR></TD>
</TR>
</table>
<p align=center><FONT FACE="Times New Roman, Times, Serif" size=2>13</font>
<page>
<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0>

<TR VALIGN=TOP>
<TD WIDTH=7%><P></TD>
<TD WIDTH=4%><P><FONT FACE="Times New Roman, Times, Serif" size=2>(iii)</font></TD>
<TD WIDTH=89%><P><FONT FACE="Times New Roman, Times, Serif" size=2>

                        To  include  any  material  information  with  respect to the plan of  distribution  not
                           previously  disclosed  in the  Registration  Statement  or any  material  change to such
                           information in the Registration Statement;</font>

<BR><BR></TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=7%></TD>
<TD WIDTH=4% colspan=2><P><FONT FACE="Times New Roman, Times, Serif" size=2>provided,  however,  that paragraphs (i) and (ii) do not apply if the information  required to be
                  included in a  post-effective  amendment by those  paragraphs  is  contained in periodic  reports
                  filed with or furnished to the  Commission  by NuVox  pursuant to Section 13 or Section  15(d) of
                  the  Securities  Exchange  Act of 1934,  as amended,  that are  incorporated  by reference in the
                  Registration Statement;</font></TD></TR>


</TABLE>



<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         2.&nbsp;&nbsp;&nbsp;       That,  for the  purpose  of  determining  any  liability  under  the  Securities  Act,  each such
post-effective  amendment shall be deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such  securities  at that time shall be deemed to be the initial  bona fide  offering
thereof;</font></p>

<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         3.&nbsp;&nbsp;&nbsp;       To remove from  registration by means of a  post-effective  amendment any of the securities being
registered which remain unsold at the termination of the offering;</font></p>

<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         4.&nbsp;&nbsp;&nbsp;       That,  for  purposes of  determining  any  liability  under the  Securities  Act,  each filing of
NuVox's  annual  report  pursuant to Section  13(a) or Section  15(d) of the Exchange Act that is  incorporated  by
reference  in the  Registration  Statement  shall be  deemed to be a new  registration  statement  relating  to the
securities  offered  therein,  and the  offering  of such new  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof; and</font></p>

<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         5.&nbsp;&nbsp;&nbsp;       Insofar as indemnification  for liabilities  arising under the Securities Act may be permitted to
directors,  officers and controlling  persons of NuVox pursuant to the foregoing  provisions,  or otherwise,  NuVox
has been advised that, in the opinion of the Securities and Exchange  Commission,  such  indemnification is against
public policy as expressed in the Securities Act and is,  therefore,  unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than the  payment by NuVox of  expenses  incurred or paid by a
director,  officer or controlling person of NuVox in the successful  defense of any action,  suit or proceeding) is
asserted by such  director,  officer or controlling  person in connection  with the  securities  being  registered,
NuVox will,  unless in the opinion of its counsel the matter has been settled by controlling  precedent,  submit to
a court of appropriate  jurisdiction  the question whether such  indemnification  by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication of such issue.</font></p>


<p align=center><FONT FACE="Times New Roman, Times, Serif" size=2>14</font>
<page>

<h5 align=center>SIGNATURES</h5>

<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Chesterfield, State of Missouri on the 23rd day of August, 2001.</font></p>

<TABLE width=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR>
<TD WIDTH=50%>&nbsp;</TD>
<TD COLspan=2><FONT FACE="Times New Roman, Times, Serif" size=2>NuVox, Inc.<BR><BR>
<BR></font></TD>
</TR>
<TR valign=top>
<TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" size=2></font></TD>
<TD WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" size=2>By:</font></TD>
<TD WIDTH=48%><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;/s/ DAVID L. SOLOMON</font><hr size=1 noshade></td></tr>
<tr><td>&nbsp;</td><td>&nbsp;</td><td><FONT FACE="Times New Roman, Times, Serif" size=2>David L. Solomon<BR>
Chief Executive Officer and Chairman</font>
</td>
</tr>
</TABLE>

<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;     Each person whose signature  appears below hereby  constitutes and appoints David L. Solomon,  John P. Denneen
and  Michael  E.  Gibson,  and each of them (with  full  power to each of them to act  alone),  his true and lawful
attorneys-in-fact  and  agents  for  him  and on his  behalf  and in his  name,  place  and  stead,  in any and all
capacities to sign any and all amendments  (including  post-effective  amendments) to this Registration  Statement,
and to file the  same,  with  exhibits  and any and all  other  documents  filed  with  respect  thereto,  with the
Securities  and Exchange  Commission  (or any other  governmental  or  regulatory  authority),  granting  unto said
attorneys,  and each of them,  full power and authority to do and to perform each and every act and thing requisite
and  necessary  to be done in and about the  premises in order to  effectuate  the same as fully to all intents and
purposes  as he  might  or  could  do if  personally  present,  hereby  ratifying  and  confirming  all  that  said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.</font></p>

<p><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;     Pursuant to the  requirements  of the  Securities  Act of 1933,  this  registration  statement has been signed
below by the following persons in the capacities indicated on the date indicated.</font></p>

<TABLE width=100% CELLPADDING=5 CELLSPACING=5 BORDER=0>

<TR>
     <TH width=40% align=center><FONT FACE="Times New Roman, Times, Serif" size=2><U>Name</U></font></TH>
     <TH width=30% align=center><FONT FACE="Times New Roman, Times, Serif" size=2><U>Title</U></font></TH>
     <TH width=30% align=center><FONT FACE="Times New Roman, Times, Serif" size=2><U>Date</U></font></TH>
</tr>

<TR valign=top>
<TD width=40% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>/s/ DAVID L. SOLOMON</FONT><hr noshade size=1>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>David L. Solomon</FONT></TD>
<TD width=38%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Chief Executive Officer, Chairman<BR>
of the Board and Director<BR></FONT></TD>
<TD width=24% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>August 24, 2001</FONT></TD>
</TR>

<TR valign=top>
<TD width=40% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>/s/ MICHAEL E. GIBSON</FONT><hr noshade size=1>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>Michael E. Gibson</FONT></TD>
<TD width=38%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Senior Vice President and Chief<BR>
Financial Officer (Principal<BR>
Accounting Officer and Principal<BR>
Financial Officer)<BR></FONT></TD>
<TD width=24% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>August 24, 2001<BR></FONT></TD>
</TR>

<TR valign=top>
<TD width=40% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>/s/ G. MICHAEL CASSITY</FONT><hr noshade size=1>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>G. Michael Cassity</FONT></TD>
<TD width=38%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Director<BR></FONT></TD>
<TD width=24% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>August 24, 2001</FONT></TD>
</TR>


<TR valign=top>
<TD width=40% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>/s/ JOHN P. DENNEEN</FONT><hr noshade size=1>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>John P. Denneen</FONT></TD>
<TD width=38%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Director<BR></FONT></TD>
<TD width=24% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>August 24, 2001</FONT></TD>
</TR>


<TR valign=top>
<TD width=40% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>/s/ CHARLES S. HOUSER</FONT><hr noshade size=1>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>Charles S. Houser</FONT></TD>
<TD width=38%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Director<BR></FONT></TD>
<TD width=24% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>August 24, 2001</FONT></TD>
</TR>


<TR valign=top>
<TD width=40% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>/s/ WATTS HAMRICK</FONT><hr noshade size=1>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>Watts Hamrick</FONT></TD>
<TD width=38%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Director<BR></FONT></TD>
<TD width=24% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>August 24, 2001</FONT></TD>
</TR>


<TR valign=top>
<TD width=40% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>/s/ MICHAEL R. HANNON</FONT><hr noshade size=1>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>Michael R. Hannon</FONT></TD>
<TD width=38%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Director<BR></FONT></TD>
<TD width=24% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>August 24, 2001</FONT></TD>
</TR>


<TR valign=top>
<TD width=40% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>/s/ WILLIAM LAVCRACK, JR.</FONT><hr noshade size=1>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>William Lavcrack, Jr.</FONT></TD>
<TD width=38%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Director<BR></FONT></TD>
<TD width=24% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>August 24, 2001</FONT></TD>
</TR>


<TR valign=top>
<TD width=40% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>/s/ BYRON D. TROTT</FONT><hr noshade size=1>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>Byron D. Trott</FONT></TD>
<TD width=38%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Director<BR></FONT></TD>
<TD width=24% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>August 24, 2001</FONT></TD>
</TR>


<TR valign=top>
<TD width=40% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>/s/ JACK TYRRELL</FONT><hr noshade size=1>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>Jack Tyrrell</FONT></TD>
<TD width=38%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Director<BR></FONT></TD>
<TD width=24% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>August 24, 2001</FONT></TD>
</TR>
</table>

<p align=center><FONT FACE="Times New Roman, Times, Serif" size=2>15</font>
<page>

<h4 align=center>INDEX TO EXHIBITS</h4>

<TABLE width=100% CELLPADDING=5 CELLSPACING=5 BORDER=0>
<TR valign=bottom>
<Th colspan=2 width=5% align=center><FONT FACE="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Exhibit<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Number</U></B><BR><BR></font></Th>
<Th width=90%><FONT FACE="Times New Roman, Times, Serif" size=2><B><u>Description</U></B><BR><BR></font></Th>
</TR>

<TR valign=top>
<TD width=5%>&nbsp;</td>
<TD width=5%><FONT FACE="Times New Roman, Times, Serif" size=2>4.1</font></td>
<TD width=90%><FONT FACE="Times New Roman, Times, Serif" size=2>Amended and Restated Certificate of Incorporation, incorporated herein by reference to
                           Exhibit 3.1 to the registrant's Annual Report on Form 10-K for the fiscal year ended
                           December 31, 2000 (the "2000 Form 10-K").</font></td>
</TR>

<TR valign=top>
<TD width=5%></td>
<TD width=5%><FONT FACE="Times New Roman, Times, Serif" size=2>4.2</font></td>
<TD width=90%><FONT FACE="Times New Roman, Times, Serif" size=2>Certificate of Amendment of Amended and Restated Certificate of Incorporation,
                           incorporated herein by reference to Exhibit 3.2 to the 2000 Form 10-K.</font></td>
</TR>

<TR valign=top>
<TD width=5%></td>
<TD width=5%><FONT FACE="Times New Roman, Times, Serif" size=2>4.3</font></td>
<TD width=90%><FONT FACE="Times New Roman, Times, Serif" size=2>Form of Certificate of Amendment of Amended and Restated Certificate of Incorporation.</font></td>
</TR>

<TR valign=top>
<TD width=5%></td>
<TD width=5%><FONT FACE="Times New Roman, Times, Serif" size=2>4.4</font></td>
<TD width=90%><FONT FACE="Times New Roman, Times, Serif" size=2>By-laws, as amended as of March 21, 2000, incorporated herein by reference to Exhibit
                           3.2 to the registrant's Registration Statement on Form S-4 (File No. 333-41040) (the
                           "Form S-4").</font></td>
</TR>


<TR valign=top>
<TD width=5%></td>
<TD width=5%><FONT FACE="Times New Roman, Times, Serif" size=2>4.5</font></td>
<TD width=90%><FONT FACE="Times New Roman, Times, Serif" size=2>Shareholders Agreement dated August 14, 1998, as amended as of November 18, 1998 and
                           December 13, 1999 by and among the registrant and its employee stockholders,
                           incorporated herein by reference to Exhibit 4.3 to the Form S-4.</font></td>
</TR>
<TR valign=top>
<TD width=5%></td>
<TD width=5%><FONT FACE="Times New Roman, Times, Serif" size=2>4.6</font></td>
<TD width=90%><FONT FACE="Times New Roman, Times, Serif" size=2>Form of Amendment to Shareholders Agreement among the registrant and its employee stockholders.
</font></td>
</TR>

<TR valign=top>
<TD width=5%></td>
<TD width=5%><FONT FACE="Times New Roman, Times, Serif" size=2>4.7</font></td>
<TD width=90%><FONT FACE="Times New Roman, Times, Serif" size=2>Amended and Restated Stockholders' Agreement dated as of March 31, 2000 among the
                           registrant and the stockholders of the registrant, incorporated herein by reference to
                           Exhibit 4.4 to the Form S-4.</font></td>
</TR>


<TR valign=top>
<TD width=5%></td>
<TD width=5%><FONT FACE="Times New Roman, Times, Serif" size=2>4.8</font></td>
<TD width=90%><FONT FACE="Times New Roman, Times, Serif" size=2>Form of Amendment to Amended and Restated Stockholders' Agreement among the registrant
                           and the stockholders of the registrant.</font></td>
</TR>


<TR valign=top>
<TD width=5%></td>
<TD width=5%><FONT FACE="Times New Roman, Times, Serif" size=2>4.9</font></td>
<TD width=90%><FONT FACE="Times New Roman, Times, Serif" size=2>Amended and Restated Registration Rights Agreement dated as of March 31, 2000 among
                           the registrant and the stockholders of the registrant, incorporated herein by
                           reference to Exhibit 4.5 to the Form S-4.</font></td>
</TR>

<TR valign=top>
<TD width=5%></td>
<TD width=5%><FONT FACE="Times New Roman, Times, Serif" size=2>4.10</font></td>
<TD width=90%><FONT FACE="Times New Roman, Times, Serif" size=2>Form of Amendment to Amended and Restated Registration Rights Agreement among the
                           registrant and the stockholders of the registrant.</font></td>
</TR>



<TR valign=top>
<TD width=5%></td>
<TD width=5%><FONT FACE="Times New Roman, Times, Serif" size=2>4.11 </font></td>
<TD width=90%><FONT FACE="Times New Roman, Times, Serif" size=2>Form of Incentive Stock Option Agreement under the NuVox, Inc. 2001 Stock Incentive
                           Plan.</font></td>
</TR>


<TR valign=top>
<TD width=5%></td>
<TD width=5%><FONT FACE="Times New Roman, Times, Serif" size=2>4.12 </font></td>
<TD width=90%><FONT FACE="Times New Roman, Times, Serif" size=2>Form of Non-Qualified Stock Option Agreement under the NuVox, Inc. 2001 Stock Option Plan.</font></td>
</TR>




<TR valign=top>
<TD width=5%></td>
<TD width=5%><FONT FACE="Times New Roman, Times, Serif" size=2>4.13 </font></td>
<TD width=90%><FONT FACE="Times New Roman, Times, Serif" size=2>Form of Series D Warrant</font></td>
</TR>


<TR valign=top>
<TD width=5%></td>
<TD width=5%><FONT FACE="Times New Roman, Times, Serif" size=2>4.14</font></td>
<TD width=90%><FONT FACE="Times New Roman, Times, Serif" size=2>Form of Series E Warrant</font></td>
</TR>

<TR valign=top>
<TD width=5%></td>
<TD width=5%><FONT FACE="Times New Roman, Times, Serif" size=2>5.1</font></td>
<TD width=90%><FONT FACE="Times New Roman, Times, Serif" size=2>Opinion of Bryan Cave LLP.</font></td>
</TR>

<TR valign=top>
<TD width=5%></td>
<TD width=5%><FONT FACE="Times New Roman, Times, Serif" size=2>23.1 </font></td>
<TD width=90%><FONT FACE="Times New Roman, Times, Serif" size=2>Consent of KPMG LLP.</font></td>
</TR>

<TR valign=top>
<TD width=5%></td>
<TD width=5%><FONT FACE="Times New Roman, Times, Serif" size=2>24.1 </font></td>
<TD width=90%><FONT FACE="Times New Roman, Times, Serif" size=2>Power of attorney (included on signature page).</font></td>
</TR>

<TR valign=top>
<TD width=5%></td>
<TD width=5%><FONT FACE="Times New Roman, Times, Serif" size=2>99.1 </font></td>
<TD width=90%><FONT FACE="Times New Roman, Times, Serif" size=2>Form of NuVox, Inc. 2001 Stock Incentive Plan.</font></td>
</TR>

</table>

<p align=center><FONT FACE="Times New Roman, Times, Serif" size=2>16</font>

</BODY>
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EDGARizing to HTML Testing
As filed with the Securities and Exchange Commission on August 24, 2001.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NuVox, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
43-1820855
(I.R.S. Employer Identification No.)
16090 Swingley Ridge Road, Suite 500, Chesterfield, Missouri
(Address of Principal Executive Offices)
63017
(Zip Code)
NuVox, Inc. 2001 Stock Incentive Plan
(Full title of plan)
John P. Denneen, Esq.
Executive Vice President, Corporate Development
and Legal Affairs, and Secretary
NuVox, Inc.
16090 Swingley Ridge Road, Suite 500, Chesterfield, Missouri 63017
(Name and address of agent for service)
(636) 537-5700
(Telephone number, including area code, of agent for service)
Copies of all correspondence to:
Denis P. McCusker
Bryan Cave LLP
211 N. Broadway, Suite 3600
St. Louis, Missouri 63102-2750
(314) 259-2000; (314) 259-2020 (fax)
CALCULATION OF REGISTRATION FEE
Title of Securities to be
Registered
Amount to be Registered
Proposed Maximum
Offering Price
Per Share
Proposed Maximum
Aggregate Offering
Price
Amount of
Registration Fee
Series D Preferred Stock,
$0.01 Par Value
3,770,266 (1)
$1.50 (2)
$5,655,399 (2)
$1,414
Series E-3 Preferred Stock,
$0.01 Par Value
109,178 (1)
$1.01 (2)
$110,270 (2)
$28
Series E-4 Preferred Stock,
$0.01 Par Value
742,084 (1)
$1.05 (2)
$779,188 (2)
$195
Series E-5 Preferred Stock,
$0.01 Par Value
1,603,660 (1)
$1.06 (2)
$1,699,880 (2)
$425
Series E-6 Preferred Stock,
$0.01 Par Value
9,996,988 (1)
$1.00 (2)
$9,996,988 (2)
$2,499
Series E-8 Preferred Stock,
$0.01 Par Value
591,302 (1)
$0.90 (2)
$532,172 (2)
$133
Series E-9 Preferred Stock,
$0.01 Par Value
2,115,000 (1)
$0.50 (2)
$1,057,500 (2)
$264
Series E-11 Preferred Stock,
$0.01 Par Value
913,307 (1)
$0.13 (2)
$118,730 (2)
$30
Series E-12 Preferred Stock,
$0.01 Par Value
4,645,939 (1)
$0.11 (2)
$511,053 (2)
$128
Series E-13 Preferred Stock,
$0.01 Par Value
11,060 (1)
$0.0045 (2)
$50 (2)
$1
Series E-14 Preferred Stock,
$0.01 Par Value
3,747,639 (1)
$1.08 (2)
$4,047,450 (2)
$1,012
Title of Securities to be
Registered
Amount to be Registered
Proposed Maximum
Offering Price
Per Share
Proposed Maximum
Aggregate Offering
Price
Amount of
Registration Fee
Warrants to Purchase Series D
Preferred Stock
1,885,133 (1)
$1.50 (3)
$2,827,699 (3)
$707
Warrants to Purchase Series
E-3 Preferred Stock
109,178 (1)
$1.00 (3)
$109,178 (3)
$27
Warrants to Purchase Series
E-4 Preferred Stock
742,084 (1)
$1.00 (3)
$742,084 (2)
$186
Warrants to Purchase Series
E-5 Preferred Stock
1,603,660 (1)
$1.00 (3)
$1,603,660 (2)
$401
Warrants to Purchase Series
E-6 Preferred Stock
9,996,988 (1)
$1.00 (3)
$9,996,988 (3)
$2,499
Warrants to Purchase Series
E-8 Preferred Stock
591,302 (1)
$1.00 (3)
$591,302 (3)
$148
Warrants to Purchase Series
E-9 Preferred Stock
2,115,000 (1)
$1.00 (3)
$2,115,000 (3)
$528
Warrants to Purchase Series
E-11 Preferred Stock
913,307 (1)
$1.00 (3)
$913,307 (3)
$228
Warrants to Purchase Series
E-12 Preferred Stock
4,645,939 (1)
$1.00 (3)
$4,645,939 (2)
$1,161
Warrants to Purchase Series
E-13 Preferred Stock
11,060 (1)
$1.00 (3)
$11,060 (3)
$3
Warrants to Purchase Series
E-14 Preferred Stock
3,747,639 (1)
$1.00 (3)
$3,747,639 (3)
$937
Series F-1 Preferred Stock,
$0.01 Par Value
24,000,000 (1)
$0.59 (2)
$14,160,000 (2)
$3,540
Common Stock, $0.01 Par
Value
52,246,423 (1)
(4)
(4)
(4)
(1)
3,770,266 shares of the Series D preferred stock, $0.01 par value per share, 109,178 shares of the Series E-3
preferred stock, $0.01 par value per share, 742,084 shares of the Series E-4 preferred stock, $0.01 par value per
share, 1,603,660 shares of the Series E-5 preferred stock, $0.01 par value per share, 9,996,988 shares of the
Series E-6 preferred stock, $0.01 par value per share, 591,302 shares of the Series E-8 preferred stock, $0.01
par value per share, 2,115,000 shares of the Series E-9 preferred stock, $0.01 par value per share, 913,307
shares of the Series E-11 preferred stock, $0.01 par value per share, 4,645,939 shares of the Series E-12
preferred stock, $0.01 par value per share, 11,060 shares of the Series E-13 preferred stock, $0.01 par value per
share, 3,747,639 shares of the Series E-14 preferred stock, $0.01 par value per share, warrants to purchase up to
1,885,133 shares of Series D preferred stock for $1.50 per share, warrants to purchase up to 109,178 shares of
the Series E-3 preferred stock for $1.00 per share, warrants to purchase up to 742,084 shares of the Series E-4
preferred stock for $1.00 per share, warrants to purchase up to 1,603,660 shares of the Series E-5 preferred
stock for $1.00 per share, warrants to purchase up to 9,996,988 shares of the Series E-6 preferred stock for
$1.00 per share, warrants to purchase up to 591,302 shares of the Series E-8 preferred stock for $1.00 per share,
warrants to purchase up to 2,115,000 shares of the Series E-9 preferred stock for $1.00 per share, warrants to
purchase up to 913,307 shares of the Series E-11 preferred stock for $1.00 per share, warrants to purchase up to
4,645,939 shares of the Series E-12 preferred stock for $1.00 per share, warrants to purchase up to 11,060 shares
of the Series E-13 preferred stock for $1.00 per share, warrants to purchase up to 3,747,639 shares of the Series
E-14 preferred stock for $1.00 per share, 24,000,000 shares of the Series F-1 preferred stock, $0.01 par value
per share, and 52,246,423 shares of the common stock of NuVox, Inc., $0.01 par value per share, are being
registered pursuant to the NuVox, Inc. 2001 Stock Incentive Plan.  Pursuant to Rule 416, promulgated under the
Securities Act of 1933, as amended, an additional undetermined number of shares of Series D preferred stock,
Series E-3 preferred stock, Series E-4 preferred stock, Series E-5 preferred stock, Series E-6 preferred stock,
Series E-8 preferred stock, Series E-9 preferred stock, Series E-11 preferred stock, Series E-12 preferred stock,
Series E-13 preferred stock, Series E-14 preferred stock, Series F-1 preferred stock, common stock and warrants
are being registered to cover any adjustment in the number of shares of Series D preferred stock, Series E-3
preferred stock, Series E-4 preferred stock, Series E-5 preferred stock, Series E-6 preferred stock, Series E-8
preferred stock, Series E-9 preferred stock, Series E-11 preferred stock, Series E-12 preferred stock, Series
E-13 preferred stock, Series E-14 preferred stock, Series F-1 preferred stock, and common stock issuable pursuant
to the anti-dilution provisions applicable to the Series D preferred stock, Series E-3 preferred stock, Series
E-4 preferred stock, Series E-5 preferred stock, Series E-6 preferred stock, Series E-8 preferred stock, Series
E-9 preferred stock, Series E-11 preferred stock, Series E-12 preferred stock, Series E-13 preferred stock,
Series E-14 preferred stock, Series F-1 preferred stock, the warrants, and the 2001 Stock Incentive Plan.  In
addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.
(2)
Estimated  solely for the  purpose of  calculating  the amount of the  registration  fee  pursuant to Rule
457(h) of the  Securities  Act of 1933, as amended,  based on the aggregate  amount  payable upon the  liquidation,
which is the pro forma book value,  of such shares and  warrants  computed as of August 24, 2001.  There is no current
market for any of the shares.
(3)
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) of the Securities Act of 1933, as amended, based on the exercise price of the warrants.  There is no current market for any of the warrants.
(4)
No additional  consideration will be received for the common stock, and therefore,  no registration fee is
required pursuant to Rule 457(i).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1.        Plan Information.*
Item 2.        Registrant Information and Employee Plan Annual Information.*
*
Information required by Part I of Form S-8 to be contained in the Section 10(a) prospectus is omitted from
    this registration statement in accordance with Rule 428 of the Securities Act of 1933, as amended, and the
    Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.        Incorporation of Documents by Reference
The  following   documents  filed  by  NuVox,  Inc.  with  the  Securities  and  Exchange  Commission  are
incorporated in the registration statement by reference:
(a)
NuVox's  Annual Report on Form 10-K for the fiscal year ended December 31, 2000 filed with the Commission on April 2, 2001;
(b)
NuVox's Form 8-K dated and filed with the Commission on February 13, 2001; and
(c)
NuVox's  Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2001 filed with the Commission on August 13, 2001.
All  documents  subsequently  filed by NuVox  pursuant  to  Sections  13(a)  and (c),  14 and 15(d) of the
Securities Exchange Act of 1934, as amended, prior to the filing of a  post-effective  amendment which indicates that all securities  offered have
been sold or which  deregisters all securities  remaining  unsold,  shall be deemed to be incorporated by reference
in this registration statement and to be a part hereof from the date of filing of such documents.
Any  statement  contained in a document  incorporated  or deemed to be  incorporated  by reference  herein
shall be deemed to be modified or superseded  for the purpose of this  registration  statement to the extent that a
statement  contained  herein  or in any  other  subsequently  filed  document  which  also  is or is  deemed  to be
incorporated by reference herein modifies or supersedes such statement.
This  offering  is  contingent  upon the  closing of a sale of at least 50 million  Units  (with each Unit
consisting  of one share of Series D preferred  stock, five-year warrant to purchase  one  additional  share of Series D
preferred  stock at an exercise  price of $1.50 per share and additional warrants expiring March 31, 2002 to acquire shares of various series of Series E preferred stock) at $1.50 per Unit,  which sale will be made pursuant to
the terms of a Securities  Purchase  Agreement to be entered  into by the Company and certain  stockholders  of the
Company or their permitted transferees (the "Securities Purchase Agreement").
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The  shares of Series D, each of the  series of Series E and  Series F-1  preferred  stock and the shares of
common stock issuable upon conversion  which may be issued pursuant to rights,  awards or warrants issued under the
NuVox,  Inc. 2001 Stock  Incentive Plan have not yet become  authorized  shares of capital stock of NuVox. In order
for such shares to become  authorized  shares of capital stock of NuVox,  a Certificate of Amendment of Amended and
Restated  Certificate of Incorporation  in  substantially  the form of Exhibit 4.3 hereto will have to be filed and
become  effective in accordance  with  applicable law. All statements in this  registration  statement  relating to
the capital stock of NuVox (including,  without limitation,  the description thereof contained in Item 4 below) are
based and premised upon the  assumption  that a  Certificate  of Amendment of Amended and Restated  Certificate  of
Incorporation  of NuVox in substantially  the form attached as Exhibit 4.3 and incorporated  herein by reference is
filed and becomes  effective in accordance with applicable law.  References in this Form S-8 to "Series E preferred
stock" mean  collectively,  the Series E-1, Series E-2, Series E-3, Series E-4, Series E-5, Series E-6, Series E-7,
Series E-8, Series E-9, Series E-10, Series E-11, Series E-12, Series E-13 and Series E-14 preferred stock.
Item 4. Description of Securities
General
Pursuant to the form of Certificate of Amendment of Amended and Restated Certificate of Incorporation
filed herein, NuVox's authorized capital stock will consist of 900,000,000 shares of common stock, par value $.01
per share, and 800,000,000 shares of preferred stock, par value $0.01 per share.  Of the preferred stock,
26,850,000 shares are designated as Series A convertible preferred stock,
3,125,000 shares are designated as Series A-1 convertible preferred stock,
32,500,000 shares are designated as Series B convertible preferred stock,
6,000,000 shares are designated as Series C-1 convertible preferred stock,
16,500,000 shares are designated as Series C-2 convertible preferred stock,
18,500,000 shares are designated as Series C-3 convertible preferred stock,
155,000,000 shares are designated as Series D convertible preferred stock,
80,550,000 shares are designated as Series E-1 convertible preferred stock,
12,500,000 shares are designated as Series E-2 convertible preferred stock,
12,442,157 shares are designated as Series E-3 convertible preferred stock,
53,034,870 shares are designated as Series E-4 convertible preferred stock,
57,665,089 shares are designated as Series E-5 convertible preferred stock,
14,925,025 shares are designated as Series E-6 convertible preferred stock,
281,415 shares are designated as Series E-7 convertible preferred stock,
659,175 shares are designated as Series E-8 convertible preferred stock,
5,060,000 shares are designated as Series E-9 convertible preferred stock,
663,599 shares are designated as Series E-10 convertible preferred stock,
1,369,458 shares are designated as Series E-11 convertible preferred stock,
4,985,847 shares are designated as Series E-12 convertible preferred stock,
212,352 shares are designated as Series E-13 convertible preferred stock,
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204,379,749 shares are designated as Series E-14 convertible preferred stock,
24,000,000 shares are designated as Series F-1 convertible preferred stock, and
68,796,264 shares of preferred stock remain to be designated.
As of June 30, 2001, there were 19,778,401 shares of common stock, 26,850,000 shares of Series A
preferred stock, 3,125,000 shares of Series A-1 preferred stock, 30,430,612 shares of Series B preferred stock,
5,374,481 shares of Series C-1 preferred stock, 15,786,710 shares of Series C-2 preferred stock, and 17,735,703
shares of Series C-3 preferred stock issued and outstanding, all of which were fully paid and nonassessable.
Common Stock
Voting Rights.
Each holder of common stock is entitled to cast one vote for each share held of record
on all matters submitted to a vote of stockholders, including the election of directors.  Holders of common stock
have no cumulative voting rights. The holders of the shares of common stock, along with the holders of any series
of preferred stock entitled to vote with the holders of common stock, will vote together as a single class on all
matters as to which such holders are entitled to vote, except when voting separately by class is required by
Delaware law.
Dividends.
No cash dividends may be declared or paid upon the common stock so long as any Series A,
Series A-1, Series B, Series C-1, Series C-2, Series C-3, Series D, any series of Series E or Series F-1 preferred stock is outstanding. At such point as there are no shares of Series A, Series A-1, Series B, Series C-1, Series C-2,
Series C-3, Series D, Series any series of E or Series F-1 preferred stock or other securities ranking prior to common stock outstanding, holders of common stock will be entitled
to receive dividends or other distributions declared by the board of directors. The right of the board of
directors to declare dividends, however, is subject to the availability of sufficient funds under Delaware law to
pay dividends.
Liquidation Rights.
In the event of the dissolution of NuVox, common stockholders will share ratably in
the distribution of all assets that remain after NuVox pays all of its liabilities and satisfies its obligations
to the holders of any preferred stock, as described below.
Preemptive and Other Rights.
Except as provided under the stockholders' agreement described below, no
stockholder of any class of stock has any preemptive right to purchase or subscribe for any stock or other
securities of NuVox.  In addition, there are no conversion rights or redemption or sinking fund provisions with
respect to the common stock.
Preferred Stock
The board of directors is authorized to issue shares of preferred stock from time to time, without
stockholder approval, in one or more series. Subject to the requirements under Delaware law, the board has the
authority to fix the designations, preferences and rights of additional preferred stock, including the following:
the designation and number of shares up to the maximum authorized by the amended and restated
              certificate of incorporation,
dividend rates and preferences,
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voting rights,
conversion and exchange rights,
terms of redemption, including redemption prices,
sinking fund provisions,
liquidation rights and preferences, and
any other relative powers, preferences and rights.
Any of these terms could
have an adverse effect on the availability of earnings for distribution to the
holders of NuVox stock or for other corporate purposes. The voting rights of
holders of any shares of preferred stock could adversely affect the voting power of
NuVox's other stockholders and could have the effect of delaying, deferring
or impeding a change of control of NuVox.
Voting Rights.
On all matters submitted to a vote of stockholders, each holder of Series A, Series A-1,
Series B, Series C-1, Series C-2, Series C-3, Series D, each of the series of Series E and Series F-1 preferred stock is entitled to cast
one vote per share of common stock into which the shares of Series A, Series A-1, Series B, Series C-1, Series
C-2, Series C-3, Series D, each of the series of Series E and Series F-1 preferred stock held by the holder are then convertible. The
holders of the Series A, Series A-1, Series B, Series C-1, Series C-2, Series C-3, Series D, Series each of the series of E and Series
F preferred stock and common stock will vote together as a single class on all matters as to which such holders
are entitled to vote, except when voting separately by class is required by Delaware law.
Dividends.
No fixed dividends will be payable on the Series A, Series A-1, Series B, Series
C-1, Series C-2, Series C-3, Series D, Series E or Series F-1 preferred stock.
Conversion Rights.
Each outstanding share of the Series A, Series A-1, Series B, Series C-1, Series
C-2, Series C-3, Series D, each of the series of Series E and Series F-1 preferred stock is convertible at any time at the option of the
holder into that number of whole shares of common stock as is equal to the stated liquidation preference for the
particular series of preferred stock divided by the conversion price of that series.  The current conversion
prices are as follows:
$3.00, with respect to the Series A preferred stock,
$4.00 with respect to the Series A-1 preferred stock,
$7.00, with respect to the Series B preferred stock,
$2.17 with respect to the Series C-1 preferred stock,
$3.39 with respect to the Series C-2 preferred stock,
$3.84 with respect to the Series C-3 preferred stock,
$1.50 with respect to the Series D preferred stock,
$1.00 with respect to the Series E-1 preferred stock,
$1.00 with respect to the Series E-2 preferred stock,
$1.00 with respect to the Series E-3 preferred stock,
$1.00 with respect to the Series E-4 preferred stock,
$1.00 with respect to the Series E-5 preferred stock,
$1.00 with respect to the Series E-6 preferred stock,
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$0.92 with respect to the Series E-7 preferred stock,
$0.90 with respect to the Series E-8 preferred stock,
$0.50 with respect to the Series E-9 preferred stock,
$0.30 with respect to the Series E-10 preferred stock,
$0.13 with respect to the Series E-11 preferred stock,
$0.11 with respect to the Series E-12 preferred stock,
$0.0045 with respect to the Series E-13 preferred stock,
$1.00 with respect to the Series E-14 preferred stock,
$0.59 with respect to the Series F-1 preferred stock (equal to the option exercise prices
              of the initial grants of options for such shares).
We refer to the initial conversion price and the conversion price, as it may be adjusted in accordance
with anti-dilution provisions of the preferred stock, as the conversion price. The conversion price of outstanding preferred stock will be subject to anti-dilution adjustment upon the closing of
the sale of units described in Item 3 hereof.  The Series A, Series A-1, Series
B, Series C-1, Series C-2, Series C-3, Series D, each of the series of Series E and Series F-1 preferred stock also will be automatically
converted into common stock at the then-effective applicable conversion price in the event of a firm commitment,
underwritten public offering of common stock registered under the Securities Act of 1933, which we refer to as a qualified initial public offering, subject to limited
exceptions and to the following conditions:
the public offering price per share of the common stock, prior to underwriters' discounts and expenses,
              must be at least $1.00, as adjusted for any common stock dividends, combinations or splits;
              and
the offering must generate aggregate proceeds to NuVox and any selling stockholders, prior to
              underwriters' discounts and expenses, of at least $50 million;
provided that if such
offering price is less than $3.00 per share, the number of shares of common
stock to be issued on such conversion of shares of Series D preferred stock
shall be increased by multiplying such number by a fraction, the numerator of
which shall be $3.00 and the denominator of which shall be such public offering
price per share.
Upon any issuance or sale of shares of common stock or any securities convertible into or exchangeable
for shares of common stock without consideration or for a consideration per share of less than the then-existing
conversion price of the Series D preferred stock, subject to certain exceptions, the conversion price of Series D
preferred stock will be adjusted so that it is not greater than the lowest consideration per share received or to
be received by NuVox in such issuance or conversion.  This "full ratchet" formula provides a greater adjustment
for shares of Series D preferred stock than the weighted average adjustment formula applicable to the existing
series of preferred stock and the Series E and Series F-1 preferred stock.
The conversion price is subject to customary adjustments for stock dividends, for combinations or
subdivisions of common stock and as a result of any capital reorganization or reclassification. The conversion
price is also subject to adjustment for any issuance or sale of shares of common stock or any securities
convertible into or exchangeable for shares of common stock without consideration or for consideration per share
of less than the then-existing conversion price, except for issuances:
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upon conversion of shares of Series A, Series A-1, Series B, Series C-1, Series C-2, Series C-3, Series
              D, any series of Series E or Series F-1 preferred stock,
to officers, directors, employees, consultants or advisers of NuVox pursuant to stock option or stock
              purchase plans, warrants or agreements from time to time approved by the board of directors,
upon the issuance or exercise of our $1.81, $2.03, $3.00, $6.00 and $10.25 warrants,
in connection with board-approved acquisitions,
upon issuance or exercise of the warrants to purchase Series D preferred stock that are being registered
              hereunder or that are being issued as specified in the securities purchase agreement that
              will be entered into in connection with the issuance of the Series D preferred stock,
upon issuance or exercise of the warrants to purchase any series of Series E preferred stock that are
     being registered hereunder or that are being issued as specified in the securities purchase
     agreement that will be entered into in connection with the issuance of any series of Series
     E preferred stock, or
as a dividend or distribution on shares of Series A, Series A-1, Series B, Series C-1, Series C-2,
              Series C-3, Series D, any series of Series E and Series F-1 preferred stock.
Redemption Provisions.
NuVox may not redeem the Series A, Series A-1, Series B, Series C-1, Series C-2,
Series C-3, Series D, any of the series of Series E, or Series F-1 preferred stock at any time, except pursuant to
the terms of an agreement between NuVox and the holder or holders of such stock.  No shares of any such series of
preferred stock shall be reacquired for value by NuVox other than (i) pursuant to a purchase offer made on a pro
rata basis to all holders of each such series of preferred stock, (ii) in connection with any "cashless exercise"
or "net issue exercise" of a warrant in accordance with the terms of any such warrant, including without
limitation any of the warrants to purchase Series D preferred stock that are being registered hereunder or that
are being issued as specified in the Securities Purchase Agreement or any of the warrants to purchase the various series of Series E
preferred stock that are being registered hereunder or that are being issued as specified in the Securities
Purchase Agreement.
Liquidation Rights.
Series D Preferred Stock Liquidation Rights.
In the event of the liquidation, dissolution or
winding up of the business of NuVox, the holders of Series D preferred stock will be entitled to receive, prior
to and in preference to any distribution to the holders of common stock or to holders of the Series A, Series
A-1, Series B, Series C-1, Series C-2, Series C-3, Series E or Series F-1 preferred stock, a liquidation preference
for each share in an amount equal to the greater of:
$3.00 per share (as adjusted for any stock dividends, combinations or splits
with respect to NuVox's capital stock), plus an amount equal to a preferred
return of 8% per annum, for each share of Series D preferred stock, on an amount
of $1.50 per share, with such return to begin accruing as of the original issue
date of the Series D preferred stock (or, for Series D preferred stock used upon exercise of Series D warrants, the date on which the Series D warrants were first issued), or
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the amount such holder of Series D preferred stock would have received as a
holder of shares of common stock issuable upon conversion of such Series D
preferred stock immediately prior to the liquidation.
After receiving the per share liquidation preference, holders of the Series D preferred stock will have
no right or claim to NuVox's remaining assets and funds, if any.
Series E Preferred Stock Liquidation Rights.
In the event of the liquidation, dissolution or
winding up of the business of NuVox, the holders of the various series of Series E preferred stock, in parity
with the holders of Series F-1 preferred stock, will be entitled to receive, after the distribution of the full
preferential amount to holders of Series D preferred stock, but prior in preference to any distribution of any of
the assets or surplus funds of NuVox to the holders of the common stock or to the holders of the Series A, Series
A-1, Series B, Series C, Series C-1 or Series C-3 preferred stock, a liquidation preference for each share in the
amount equal to the greater of
$1.18, $1.14, $1.01, $1.05, $1.06, $1.00, $0.92, $0.90, $0.50, $0.30, $0.13, $0.11, $0.0045 or $1.08, per
              share as applicable for such series (as adjusted for any stock dividends, combinations or splits with respect to NuVox's
              capital stock), plus an amount equal to a preferred return of 8% per annum, for each share of such series
              of preferred stock, on the respective initial liquidation preference amount, with such
              return to begin accruing as of the original issue date on which the Series E warrants were
              first issued, or
the amount such holders of Series E preferred stock would have received as a holder of shares of common stock issuable upon conversion of such Series E preferred stock
immediately prior to the liquidation.
After receiving the per share liquidation preference, holders of any of the Series E preferred stock
will have no right or claim to NuVox's remaining assets and funds, if any.
Series F-1 Preferred Stock Liquidation Rights.
In the event of the liquidation, dissolution or winding up of the business of NuVox, the holders of Series F-1
preferred stock, in parity with the holders of the various series of Series E preferred stock, will be entitled
to receive, after the distribution of the full preferential amount to holders of Series D preferred stock, but
prior in preference to any distribution of any of the assets or surplus funds of NuVox to the holders of the
common stock or to the holders of the Series A, Series A-1, Series B, Series C-1, Series C-2 or Series C-3
preferred stock, a liquidation preference for each share in the amount equal to the greater of:
$0.59 per share, plus an amount equal to a preferred return on such amount of 8% per annum, with such return to begin accruing as of the original issue date of
the Series F-1 preferred stock, or
the amount such holder of Series F-1 preferred stock would have received as a
holder of shares of common stock issuable upon conversion of such Series F-1
preferred stock immediately prior to the liquidation.
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After receiving the per share liquidation preference, holders of the Series F-1 preferred stock will have
no right or claim to NuVox's remaining assets and funds, if any.
Series A, Series A-1, Series B, Series C-1, Series C-2 and Series C-3 Preferred Stock
Liquidation Rights.
In the event of the liquidation, dissolution or winding up of the business of NuVox, the
holders of Series A, Series A-1, Series B, Series C-1, Series C-2 or Series C-3 preferred stock will be entitled
to receive, after the distribution of the full preferential amounts to holders of Series D, Series E and Series F-1
preferred stock, but prior to and in preference to any distribution to the holders of common stock, a liquidation
preference for each share in an amount equal to the greater of:
$3.00, $4.00, $7.00, $2.17, $3.39 and $3.84 per share (as adjusted for any stock
dividends, combinations or splits with respect to NuVox's capital stock),
respectively, plus an amount equal to a preferred return of 8% per annum, for
each share of such series of preferred stock, on the respective initial
liquidation preference amount, with such return to begin accruing as of the
original issue date of the Series A, Series A-1 and Series B preferred stock and
as of September 1, 2000 for the Series C-1, Series C-2 and Series C-3
preferred stock, or
the amount such holders would have received as a holder of shares of common stock issuable upon conversion of their
preferred stock immediately prior to the liquidation.
After receiving the per share liquidation preference, holders of the Series A, Series A-1, Series B,
Series C-1, Series C-2 or Series C-3 preferred stock will have no right or claim to NuVox's remaining assets and
funds, if any.
Stockholders' Agreement
All NuVox stockholders are parties to a stockholders' agreement by and among NuVox and its stockholders.
The stockholders' agreement provides the holders preemptive rights and sets forth restrictions on the
transferability of their shares.  These rights and restrictions will exist until NuVox completes a qualified initial
public offering pursuant to which all shares of its preferred stock are automatically converted into shares of
NuVox common stock pursuant to the terms of its amended and restated certificate of incorporation.  The
description below assumes that the amendment to the stockholders' agreement in the form attached is in effect at
the time of the sale.  The effectiveness of this form of amendment is a condition to the sale of the Units
pursuant to the Securities Purchase Agreement.  A copy of the stockholders' agreement and form of amendment to
the stockholders' agreement are incorporated by reference as exhibits to this registration statement.
Preemptive Rights.
The stockholders' agreement affords preemptive rights to the holders of NuVox's
common stock and preferred stock. Subject to exceptions, if NuVox issues or sells any equity securities, or
securities convertible into or containing any options or rights to acquire any equity securities, NuVox will
first offer to sell to the stockholders who are parties to the agreement an aggregate of 80% of those securities.
Within 35 days of receiving notice of such offer from NuVox, each stockholder may then purchase an amount of the
offered securities based on the percentage of all outstanding stock of NuVox then held by the stockholder, on a
fully diluted basis. Each stockholder will be entitled to purchase all or part of the offered securities at the
same price and on the same terms as the securities are offered to any other person. If the stockholders do not
fully subscribe to all of the offered
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securities, then NuVox will reoffer the unsubscribed securities to the
stockholders who have elected to purchase their full allotment and who elect to purchase any of such securities
within 10 days of receiving notice of such reoffer. After the expiration of the 35-day period and, if applicable,
the 10-day period, NuVox may sell any unsubscribed securities to other purchasers on terms no more favorable than
those offered to the stockholders.
Restrictions on Transfer.
In the event a holder of preferred stock desires to sell or otherwise
transfer any of its shares of preferred stock or any shares of stock issued upon conversion of or with respect to
such stock, the selling stockholder must first offer the shares to NuVox and the other stockholders. If terms
cannot be agreed upon with NuVox or the other stockholders in 30 days, the selling stockholder may then offer the
shares to a third party, but at terms no less favorable to the selling stockholder than those terms offered to
NuVox and the other stockholders. Such restrictions will not apply to transfers to "affiliates," transfers
pursuant to a "public sale" or a "capital transaction," as each of these terms is defined in the stockholders
agreement, or transfers pursuant to a distribution to a stockholder's partners, members or stockholders.
In the event that any stockholder or group of stockholders elects to sell 51% or more of the stock then
issued and outstanding and has received a bona fide written offer for the purchase of such stock, the stockholder
or group of stockholders must notify NuVox and the other stockholders in writing of its intention to sell. Each
other stockholder may elect to participate in the intended sale by delivering written notice to the selling
stockholder or group of stockholders and NuVox not more than 25 days after the original notice from the selling
stockholder(s). Each selling stockholder and participating stockholder will be entitled to sell its pro rata
portion of the number of shares to be purchased, based upon the number of shares owned by all of the selling and
participating stockholders, on the same terms and at the same price offered to the selling stockholder(s).
Supermajority Vote Requirement.
The affirmative vote of the holders of 66 2/3% of the outstanding
common stock and preferred stock of NuVox, voting as a single class, is required for the authorization of any
additional class of capital stock or an increase in the number of shares of authorized capital stock. This
supermajority vote is also required for approval of the sale of NuVox, whether by merger, consolidation, sale of
stock or assets or otherwise.
Registration Rights Agreement
All NuVox stockholders are parties to a registration rights agreement by and among NuVox and its
stockholders. Pursuant to the registration rights agreement, holders of common and preferred stock have rights to
register under the Securities Act the common stock they own, which are issuable upon conversion of their shares
of preferred stock or which are issuable upon exercise of any warrants or options.  The description below assumes that the amendment to the registration rights agreement in the
form attached is in effect at the time of the sale.  The effectiveness of this form of amendment is a
condition to the sale of the Units pursuant to the Securities Purchase Agreement.  A copy of the registration
rights agreement and form of amendment to the registration rights agreement are incorporated by reference as
exhibits to this registration statement.
Demand Registration.
Holders of not less than 20% of the total number of outstanding shares of
preferred stock or common stock, including common stock issuable upon conversion of preferred stock or issuable
upon the exercise of any outstanding warrants or options, may demand that NuVox register the resale of the number
of shares of stock that holders then desire to sell.  Holders may make this demand at any time after the
effective date of NuVox's initial public offering of common stock.  In addition, at such time as securities,
9
then NuVox will securities, then NuVox will than 10% of the total number of
outstanding shares of NuVox's preferred and common stock, including common stock issuable upon conversion of
preferred stock or issuable upon the exercise of any outstanding warrants or options, may demand that NuVox
register the resale of the number of shares of its common stock that such holders then desire to sell on SEC Form
S-3 or any successor form. In any request for a demand registration on SEC Form S-3 or any successor form
thereto, the proposed aggregate public offering price must be at least $5 million.
Piggyback Registration.
If NuVox proposes to register any of its equity securities or securities
convertible into equity securities under the Securities Act of 1933, other than a registration for an employee
plan or an acquisition, the holders of the outstanding preferred stock and common stock will be entitled to
notice of the proposed registration and the opportunity to include a resale of their shares of common stock in
the registration. The holders of preferred stock must convert their shares of preferred stock to common stock
prior to the effectiveness of the registration.
Restrictions.
In the event the managing underwriter of any underwritten offering initiated by NuVox for
its own account determines that the amount of stock included in any such registration should be limited, the
number of shares included by holders may be limited to the amount determined by the managing underwriter. The
registration rights agreement contains provisions restricting sales of any equity securities of NuVox, except
securities sold as part of the offering, during the period commencing on the seventh day prior to, and ending on
the ninetieth day, or later, if so required by the managing underwriter, following the effective date of any
underwritten offering.
Expenses and Indemnification.
The registration rights agreement requires NuVox, in connection with the
first two demand registrations and each piggyback registration, to pay all registration and filing fees and
expenses, printing expenses, fees and disbursements of counsel for NuVox, one counsel representing all of the
holders of the stock included in the registration and the accountants for NuVox and some other expenses. The
registration rights agreement also contains customary cross-indemnification by NuVox and the holders of the stock
included in the registration for liabilities arising under the Securities Act of 1933 as a result of any
registration.
Employee Shareholders Agreement
All employees of NuVox who own NuVox common stock or Series E preferred stock are parties to a shareholders agreement, by and between NuVox
and the shareholders named therein. This agreement governs the transfer of the shareholders' shares, the
re-purchase by NuVox of NuVox shares and contains confidentiality and non-solicitation provisions.  The
description below assumes that the amendment to the employee shareholders' agreement in the form attached is in
effect at the time of the sale.  The effectiveness of this form of amendment is a condition to the sale of
the Units pursuant to the Securities Purchase Agreement.  A copy of the employee shareholders' agreement and form
of amendment to the employee shareholders' agreement are incorporated by reference as exhibits to this
registration statement.
Restrictions on Transfer.
To sell shares of stock to a party other than NuVox, a shareholder must give 30 days prior written notice to
NuVox, the other common shareholders and preferred stockholders (in each case, to the extent the same are
accredited investors). NuVox will then have a 60 day option to purchase all of the shares, and after this period,
the other common shareholders will have an additional 30 day option to purchase a proportionate number of all of the shares
offered. The shareholders may transfer their shares to or for the benefit of family members if the board of
directors approves, the consideration does not exceed the original payment for the shares, and other conditions
are met.
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Upon an involuntary transfer of a shareholder's shares, i.e. property division in divorce, distribution
by bankruptcy trustee, etc., NuVox and the remaining shareholders will have a 70-day option to purchase all, but
not less than all, of the shares transferred. The purchase price for the shares pursuant to an option granted
upon an involuntary transfer will be the lesser of:
the fair market value,
the latest price per share at which the shares were traded in an arm's-length transaction, or
the price at which the shares are being transferred.
If neither NuVox nor the
common shareholders choose to exercise their options described above, the
preferred shareholders will have a 10-day option to purchase all of the shares
subject to the option.
Confidentiality and Noncompetition Provisions.
During the period during which a party to the
shareholders agreement is a shareholder and for two years following the date on which the shareholder ceases to
own NuVox stock, the shareholder will not divulge any confidential information to anyone or use this confidential
information to compete with NuVox. During this same period, no shareholder may knowingly solicit any material
client or customer of NuVox for the provision of competitive local communications services. In addition, no
shareholder may solicit for employment any NuVox employee during the period which the shareholder owns any NuVox
stock.
Classified Board of Directors and Other Anti-Takeover Considerations
NuVox's by-laws provide for a classified board of directors. One-third of the directors will be elected
at each annual meeting of stockholders to serve for three-year terms. As a result, at least two annual meetings
of shareholders may be required for the shareholders to change a majority of NuVox's board of directors. Because
the stockholders never elect a majority of the board members at one time, the classified board could delay or
prevent a change in control or make removal of NuVox's management more difficult. In addition, NuVox's amended
and restated certificate of incorporation allows its board to issue, without stockholder approval, preferred
stock with terms set by the board. The preferred stock could be issued quickly with terms that delay or prevent a
change in control or make removal of NuVox's management more difficult.
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Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware provides, among other things:
for permissive indemnification for expenses, judgments, fines and amounts paid in settlement
                  actually and reasonably incurred by designated persons, including directors and officers of a
                  corporation, in the event such persons are parties to litigation other than stockholder
                  derivative actions if certain conditions are met;
for permissive indemnification for expenses actually and reasonably incurred by designated
                  persons, including directors and officers of a corporation, in the event such persons are
                  parties to stockholder derivative actions if certain conditions are met;
for mandatory indemnification for expenses actually and reasonably incurred by designated
                  persons, including directors and officers of a corporation, in the event such persons are
                  successful on the merits or otherwise in litigation covered by a. and b. above; and
that the indemnification provided for by Section 145 shall not be deemed exclusive of any other
                  rights which may be provided under any by-law, agreement, stockholder or disinterested director
                  vote, or otherwise.
NuVox's amended and restated certificate of incorporation and by-laws provide that each person who was
or is a party or is threatened to be made a party to, or is involved in, any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that
he or she is or was a director or officer of NuVox, or is or was serving at the request of NuVox or for its
benefit as a director, officer, employee or agent of any other corporation, or as the representative of NuVox in
a partnership, joint venture, trust or other entity, shall be indemnified and held harmless by NuVox to the
fullest extent legally permissible under the General Corporation Law of the State of Delaware, as amended from
time to time, against all expenses, liabilities and losses (including attorneys' fees, judgments, fines and
amounts paid or to be paid in settlement) reasonably paid or incurred by such person in connection with such
action, suit or proceeding.  The amended and restated certificate and by-laws also provide that this right of
indemnification shall be a contract right that may be enforced in any manner desired by such person and shall
include the right to be paid by NuVox the expenses incurred in defending any such action, suit or proceeding in
advance of its final disposition upon receipt of an undertaking by or on behalf of such person to repay such
amount if ultimately it should be determined that such person is not entitled to be indemnified by the
Corporation under the General Corporation Law of the State of Delaware.  This right of indemnification shall not
be exclusive of any other right which such directors, officers or representatives may have or hereafter acquire
and, without limiting the generality of such statement, they shall be entitled to their respective rights of
indemnification under NuVox's amended and restated certificate of incorporation and by-laws or any agreement,
vote of stockholders, provision of law or otherwise.
NuVox's by-laws also provide that no person shall be indemnified in respect of any claim, action, suit
or proceeding initiated by any such person or in which any such person has voluntarily intervened, other than an
action initiated by such person to enforce indemnification rights hereunder or an action initiated with the
approval of a majority of the board of directors of NuVox.
12
NuVox's amended and restated certificate of incorporation provides that a director shall not be
personally liable to NuVox or our stockholders for monetary damages for breach of fiduciary duty as a director
except for liability (i) for any breach of the director's duty of loyalty to NuVox or our stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii)
for paying a dividend or approving a stock repurchase in violation of Section 174 of the General Corporation Law
of the State of Delaware or (iv) for any transaction from which the director derived an improper personal benefit.
Delaware law gives a corporation the power to purchase and maintain insurance on behalf of any director
against any liability asserted against, and incurred in his or her capacity as a director, whether or not the
corporation would have the power to indemnify the director against this liability under Delaware law.  NuVox's
amended and restated certificate of incorporation and by-laws provide that we may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of NuVox, or is or was serving at
our request or for our benefit as a director, officer, employee or agent of any other corporation, or as the
representative of NuVox in a partnership, joint venture, trust or other entity, against any expense, liability or
loss asserted against or incurred by any such person in any such capacity or arising out of such status, whether
or not NuVox would have the power to indemnify such person against such expense, liability or loss.  NuVox has in
effect directors' and officers' liability insurance indemnifying, respectively, ourselves and our directors and
officers within specific limits for certain liabilities incurred by them, subject to the conditions and
exclusions and deductible provisions of the policies.
Item 7.
Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
See Index to Exhibits.
Item 9. Undertakings
NuVox hereby undertakes:
1.          To file,  during any period in which offers or sales are being made, a  post-effective  amendment
to this Registration Statement:
(i)
To include any  prospectus  required by Section  10(a)(3) of the Securities Act of 1933,
                           as amended;
(ii)
To reflect in the  prospectus  any facts or events  arising after the effective  date of
                           the  Registration  Statement  (or the  most  recent  post-effective  amendment  thereof)
                           which,  individually  or in  the  aggregate,  represent  a  fundamental  change  in  the
                           information  set forth in the  Registration  Statement.  Notwithstanding  the foregoing,
                           any increase or decrease in volume of  securities  offered (if the total dollar value of
                           securities  offered would not exceed that which was  registered)  and any deviation from
                           the low or high end of the  estimated  maximum  offering  range may be  reflected in the
                           form of  prospectus  filed  with the  Commission  pursuant  to Rule  424(b)  if,  in the
                           aggregate,  the changes in volume and price  represent  no more than a 20% change in the
                           maximum  aggregate  offering price set forth in the  "Calculation of  Registration  Fee"
                           table in the effective registration statement;
13
(iii)
To  include  any  material  information  with  respect to the plan of  distribution  not
                           previously  disclosed  in the  Registration  Statement  or any  material  change to such
                           information in the Registration Statement;
provided,  however,  that paragraphs (i) and (ii) do not apply if the information  required to be
                  included in a  post-effective  amendment by those  paragraphs  is  contained in periodic  reports
                  filed with or furnished to the  Commission  by NuVox  pursuant to Section 13 or Section  15(d) of
                  the  Securities  Exchange  Act of 1934,  as amended,  that are  incorporated  by reference in the
                  Registration Statement;
2.          That,  for the  purpose  of  determining  any  liability  under  the  Securities  Act,  each such
post-effective  amendment shall be deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such  securities  at that time shall be deemed to be the initial  bona fide  offering
thereof;
3.          To remove from  registration by means of a  post-effective  amendment any of the securities being
registered which remain unsold at the termination of the offering;
4.          That,  for  purposes of  determining  any  liability  under the  Securities  Act,  each filing of
NuVox's  annual  report  pursuant to Section  13(a) or Section  15(d) of the Exchange Act that is  incorporated  by
reference  in the  Registration  Statement  shall be  deemed to be a new  registration  statement  relating  to the
securities  offered  therein,  and the  offering  of such new  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof; and
5.          Insofar as indemnification  for liabilities  arising under the Securities Act may be permitted to
directors,  officers and controlling  persons of NuVox pursuant to the foregoing  provisions,  or otherwise,  NuVox
has been advised that, in the opinion of the Securities and Exchange  Commission,  such  indemnification is against
public policy as expressed in the Securities Act and is,  therefore,  unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than the  payment by NuVox of  expenses  incurred or paid by a
director,  officer or controlling person of NuVox in the successful  defense of any action,  suit or proceeding) is
asserted by such  director,  officer or controlling  person in connection  with the  securities  being  registered,
NuVox will,  unless in the opinion of its counsel the matter has been settled by controlling  precedent,  submit to
a court of appropriate  jurisdiction  the question whether such  indemnification  by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication of such issue.
14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Chesterfield, State of Missouri on the 23rd day of August, 2001.
NuVox, Inc.
By:
/s/ DAVID L. SOLOMON
David L. Solomon
Chief Executive Officer and Chairman
Each person whose signature  appears below hereby  constitutes and appoints David L. Solomon,  John P. Denneen
and  Michael  E.  Gibson,  and each of them (with  full  power to each of them to act  alone),  his true and lawful
attorneys-in-fact  and  agents  for  him  and on his  behalf  and in his  name,  place  and  stead,  in any and all
capacities to sign any and all amendments  (including  post-effective  amendments) to this Registration  Statement,
and to file the  same,  with  exhibits  and any and all  other  documents  filed  with  respect  thereto,  with the
Securities  and Exchange  Commission  (or any other  governmental  or  regulatory  authority),  granting  unto said
attorneys,  and each of them,  full power and authority to do and to perform each and every act and thing requisite
and  necessary  to be done in and about the  premises in order to  effectuate  the same as fully to all intents and
purposes  as he  might  or  could  do if  personally  present,  hereby  ratifying  and  confirming  all  that  said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the  requirements  of the  Securities  Act of 1933,  this  registration  statement has been signed
below by the following persons in the capacities indicated on the date indicated.
Name
Title
Date
/s/ DAVID L. SOLOMON
David L. Solomon
Chief Executive Officer, Chairman
of the Board and Director
August 24, 2001
/s/ MICHAEL E. GIBSON
Michael E. Gibson
Senior Vice President and Chief
Financial Officer (Principal
Accounting Officer and Principal
Financial Officer)
August 24, 2001
/s/ G. MICHAEL CASSITY
G. Michael Cassity
Director
August 24, 2001
/s/ JOHN P. DENNEEN
John P. Denneen
Director
August 24, 2001
/s/ CHARLES S. HOUSER
Charles S. Houser
Director
August 24, 2001
/s/ WATTS HAMRICK
Watts Hamrick
Director
August 24, 2001
/s/ MICHAEL R. HANNON
Michael R. Hannon
Director
August 24, 2001
/s/ WILLIAM LAVCRACK, JR.
William Lavcrack, Jr.
Director
August 24, 2001
/s/ BYRON D. TROTT
Byron D. Trott
Director
August 24, 2001
/s/ JACK TYRRELL
Jack Tyrrell
Director
August 24, 2001
15
INDEX TO EXHIBITS
Exhibit
Number
Description
4.1
Amended and Restated Certificate of Incorporation, incorporated herein by reference to
                           Exhibit 3.1 to the registrant's Annual Report on Form 10-K for the fiscal year ended
                           December 31, 2000 (the "2000 Form 10-K").
4.2
Certificate of Amendment of Amended and Restated Certificate of Incorporation,
                           incorporated herein by reference to Exhibit 3.2 to the 2000 Form 10-K.
4.3
Form of Certificate of Amendment of Amended and Restated Certificate of Incorporation.
4.4
By-laws, as amended as of March 21, 2000, incorporated herein by reference to Exhibit
                           3.2 to the registrant's Registration Statement on Form S-4 (File No. 333-41040) (the
                           "Form S-4").
4.5
Shareholders Agreement dated August 14, 1998, as amended as of November 18, 1998 and
                           December 13, 1999 by and among the registrant and its employee stockholders,
                           incorporated herein by reference to Exhibit 4.3 to the Form S-4.
4.6
Form of Amendment to Shareholders Agreement among the registrant and its employee stockholders.
4.7
Amended and Restated Stockholders' Agreement dated as of March 31, 2000 among the
                           registrant and the stockholders of the registrant, incorporated herein by reference to
                           Exhibit 4.4 to the Form S-4.
4.8
Form of Amendment to Amended and Restated Stockholders' Agreement among the registrant
                           and the stockholders of the registrant.
4.9
Amended and Restated Registration Rights Agreement dated as of March 31, 2000 among
                           the registrant and the stockholders of the registrant, incorporated herein by
                           reference to Exhibit 4.5 to the Form S-4.
4.10
Form of Amendment to Amended and Restated Registration Rights Agreement among the
                           registrant and the stockholders of the registrant.
4.11
Form of Incentive Stock Option Agreement under the NuVox, Inc. 2001 Stock Incentive
                           Plan.
4.12
Form of Non-Qualified Stock Option Agreement under the NuVox, Inc. 2001 Stock Option Plan.
4.13
Form of Series D Warrant
4.14
Form of Series E Warrant
5.1
Opinion of Bryan Cave LLP.
23.1
Consent of KPMG LLP.
24.1
Power of attorney (included on signature page).
99.1
Form of NuVox, Inc. 2001 Stock Incentive Plan.
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