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<TITLE>NuVox, Inc. Form S-8 Amendment No. 1 September 20, 2001</title></HEAD>
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<P ALIGN=center><FONT FACE="Times New Roman, Times, Serif" size=2>As filed with the Securities and Exchange Commission on September 20, 2001.</font></P>

<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" size=2>Registration No. 333-_____<BR>
Post-Effective Amendment No. 1 to Registration Statement No. 333-68368</FONT></P>
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<P ALIGN=center><FONT FACE="Times New Roman, Times, Serif" size=2><b>SECURITIES AND EXCHANGE COMMISSION<BR>
WASHINGTON, D.C. 20549</b></FONT>
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<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>17,250 (1)</font> </TD>
     <TD width=20%><font size=2>$1.50 (2)</font> </TD>
     <TD width=20%><font size=2>$25,875 (2)</font></TD>
     <TD width=15%><font size=2>$6</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>2,299,390 (1)</font> </TD>
     <TD width=20%><font size=2> $1.08 (2)</font> </TD>
     <TD width=20%><font size=2>$2,483,341 (2)</font></TD>
     <TD width=15%><font size=2>$621</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>9,228,429 (1)</font> </TD>
     <TD width=20%><font size=2>$1.00 (2)</font> </TD>
     <TD width=20%><font size=2>$9,228,429 (2)</font></TD>
     <TD width=15%><font size=2> $2,307</font></TD>
</TR>

<TR align=center>
     <TD width=25% align=left><font size=2>Series E-7 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>$0.92 (2)</font> </TD>
     <TD width=20%><font size=2>$1,945,800 (2) </font></TD>
     <TD width=15%><font size=2>$486</font></TD>
</TR>

<TR align=center>
     <TD width=25% align=left><font size=2>Series E-10 Preferred Stock,<br>&nbsp;&nbsp;&nbsp;$0.01 Par Value </font></TD>
     <TD width=20%><font size=2>4,634,939 (1)</font> </TD>
     <TD width=20%><font size=2>$0.11 (2)</font> </TD>
     <TD width=20%><font size=2>$509,843 (2)</font></TD>
     <TD width=15%><font size=2>$127</font></TD>
</TR>

<TR align=center>
     <TD width=25% align=left><font size=2>Warrants to Purchase Series D <br>&nbsp;&nbsp;&nbsp;Preferred Stock </font></TD>
     <TD width=20%><font size=2>12,495 (1) </font> </TD>
     <TD width=20%><font size=2>$1.50 (3) </font> </TD>
     <TD width=20%><font size=2>$18,743 (3)</font></TD>
     <TD width=15%><font size=2>$5</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>2,299,390 (1)</font> </TD>
     <TD width=20%><font size=2>$1.00 (3)  </font> </TD>
     <TD width=20%><font size=2>$2,299,390 (3)</font></TD>
     <TD width=15%><font size=2>$575</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> 9,228,429 (1) </font> </TD>
     <TD width=20%><font size=2>$1.00 (3)</font> </TD>
     <TD width=20%><font size=2>$9,228,429 (3)</font></TD>
     <TD width=15%><font size=2>$2,307</font></TD>
</TR>

<TR align=center>
     <TD width=25% align=left><font size=2>Warrants to Purchase Series<br>&nbsp;&nbsp;&nbsp;E-7 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>$529</font></TD>
</TR>

<TR align=center>
     <TD width=25% align=left><font size=2>Warrants to Purchase Series<br>&nbsp;&nbsp;&nbsp;E-10 Preferred Stock </font></TD>
     <TD width=20%><font size=2>4,634,939 (1) </font> </TD>
     <TD width=20%><font size=2> $1.00 (3)</font> </TD>
     <TD width=20%><font size=2>$4,634,939 (3) </font></TD>
     <TD width=15%><font size=2>$1,158</font></TD>
</TR>
</TABLE>
<BR>
<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> This registration
statement registers an additional 17,250 shares of Series D preferred stock, par
value $0.01 per share, 2,299,390 shares of Series E-3 preferred stock, par value
$0.01 per share, 9,228,429 shares of Series E-4 preferred stock, par value $0.01
per share, 2,115,000 shares of Series E-7 preferred stock, par value $0.01 per
share, 4,634,939 shares of Series E-10 preferred stock, par value $0.01 per
share, warrants to purchase up to 12,495 shares of Series D preferred stock,
warrants to purchase up to 2,299,390 shares of Series E-3 preferred stock,
warrants to purchase up to 9,228,429 shares of Series E-4 preferred stock,
warrants to purchase up to 2,115,000 shares of Series E-7 preferred stock and
warrants to purchase up to 4,634,939 shares of Series E-10 preferred stock under
NuVox&#146;s 2001 Stock Incentive Plan, under which shares of common stock,
preferred stock and warrants have already been registered on Registration
Statement No. 333-68368 (for which a registration fee of $16,494 was paid).
Pursuant to Rule 416, promulgated under the Securities Act of 1933, as amended,
this Registration Statement also covers shares issued pursuant to antidilution
provisions applicable to the various series of preferred stock, the warrants,
and the 2001 Stock Incentive Plan.</FONT></P></TD>
</TR>
</TABLE>
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<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 exercise price of
the warrants. There is no current market for any of the warrants.</FONT></P>
</TD>
</TR>
</TABLE>
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<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0>
<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 aggregate amount
payable upon the liquidation, which is the pro forma book value, of such shares
and warrants computed as of September 20, 2001. There is no current market for
any of the shares. </FONT></P></TD>
</TR>
</TABLE>

<PAGE>

<H5 ALIGN=CENTER>EXPLANATORY NOTE</H5>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>This filing constitutes a Registration Statement registering additional shares of preferred stock and warrants
under NuVox's 2001 Stock Incentive Plan and a Post-Effective Amendment to Registration Statement No. 333-68368 updating
certain exhibits and supplementing Part II.</FONT></P>

<H5 ALIGN=CENTER>PART I<BR><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 SIZE=2>* </font></P></TD>
<TD WIDTH=97%><P><FONT 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><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;&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 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%><FONT SIZE=2>&nbsp; </FONT><BR><BR></TD>
     <TD WIDTH=5%><FONT SIZE=2>(a) </FONT><BR><BR></TD>
     <TD WIDTH=85%><FONT 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><BR><BR></TD>
</TR>
<TR VALIGN=TOP>
     <TD WIDTH=10%><FONT SIZE=2>&nbsp; </FONT><BR><BR></TD>
     <TD WIDTH=5%><FONT SIZE=2>(b) </FONT><BR><BR></TD>
     <TD WIDTH=85%><FONT SIZE=2>NuVox's Form 8-K dated and filed with the Commission on February 13, 2001; and </FONT><BR><BR></TD>
</TR>
<TR VALIGN=TOP>
     <TD WIDTH=10%><FONT SIZE=2>&nbsp; </FONT></TD>
     <TD WIDTH=5%><FONT SIZE=2>(c) </FONT></TD>
     <TD WIDTH=85%><FONT SIZE=2>NuVox&#146;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;&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;&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;&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,  a 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>

<BR><BR>
<HR SIZE=1 NOSHADE>
<P ALIGN=CENTER><FONT SIZE=2>1</FONT></P><PAGE>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&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 and  Series
E-12 preferred stock.</FONT></P>

<H5>Item 4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Description of Securities</H5>

<H5>General</H5>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&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 SIZE=2>26,850,000 shares are designated as Series A convertible preferred stock,</FONT><BR><BR></LI>

<LI><FONT SIZE=2>3,125,000 shares are designated as Series A-1 convertible preferred stock,</FONT><BR><BR></LI>
<LI><FONT SIZE=2>30,430,612 shares are designated as Series B convertible preferred stock,</FONT><BR><BR></LI>

<LI><FONT SIZE=2>5,374,481 shares are designated as Series C-1 convertible preferred stock,</FONT><BR><BR></LI>

<LI><FONT SIZE=2>15,786,710 shares are designated as Series C-2 convertible preferred stock,</FONT><BR><BR></LI>

<LI><FONT SIZE=2>17,735,703 shares are designated as Series C-3 convertible preferred stock,</FONT><BR><BR></LI>

<LI><FONT SIZE=2>155,000,000 shares are designated as Series D convertible preferred stock,</FONT><BR><BR></LI>

<LI><FONT SIZE=2>80,550,000 shares are designated as Series E-1 convertible preferred stock,</FONT><BR><BR></LI>

<LI><FONT SIZE=2>12,500,000 shares are designated as Series E-2 convertible preferred stock,</FONT><BR><BR></LI>

<LI><FONT SIZE=2>133,284,618 shares are designated as Series E-3 convertible preferred stock,</FONT><BR><BR></LI>

<LI><FONT SIZE=2>16,486,756 shares are designated as Series E-4 convertible preferred stock,</FONT><BR><BR></LI>

<LI><FONT SIZE=2>281,415 shares are designated as Series E-5 convertible preferred stock,</FONT><BR><BR></LI>

<LI><FONT SIZE=2>681,793 shares are designated as Series E-6 convertible preferred stock,</FONT><BR><BR></LI>

<LI><FONT SIZE=2>5,180,000  shares are designated as Series E-7 convertible preferred stock,</FONT><BR><BR></LI>
</UL>

<BR><BR>
<HR SIZE=1 NOSHADE>
<P ALIGN=CENTER><FONT SIZE=2>2</FONT></P><PAGE>

<UL>
<LI><FONT SIZE=2>663,599 shares are designated as Series E-8 convertible preferred stock,</FONT><BR><BR></LI>

<LI><FONT SIZE=2>1,388,154 shares are designated as Series E-9 convertible preferred stock,</FONT><BR><BR></LI>

<LI><FONT SIZE=2>5,202,623 shares are designated as Series E-10 convertible preferred stock,</FONT><BR><BR></LI>

<LI><FONT SIZE=2>221,200 shares are designated as Series E-11 convertible preferred stock,</FONT><BR><BR></LI>

<LI><FONT SIZE=2>213,014,284 shares are designated as Series E-12 convertible preferred stock,</FONT><BR><BR></LI>

<LI><FONT SIZE=2>24,000,000 shares are designated as Series F-1 convertible preferred stock, and</FONT><BR><BR></LI>

<LI><FONT SIZE=2>50,243,052 shares of preferred stock remain to be designated.</FONT><BR><BR></LI></UL>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&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;&nbsp;&nbsp;&nbsp;<B><I>Voting Rights</I>.</B>&nbsp;&nbsp;
 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;&nbsp;&nbsp;&nbsp;<B><I>Dividends</I>.</B>&nbsp;&nbsp;
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, any series of Series 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.  The right of the board 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;&nbsp;&nbsp;&nbsp;<B><I>Liquidation Rights</I>.</B>&nbsp;&nbsp;
 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;&nbsp;&nbsp;&nbsp;<B><I>Preemptive and Other Rights</I>.</B>&nbsp;&nbsp;
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;&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>

<BR><BR>
<HR SIZE=1 NOSHADE>
<P ALIGN=CENTER><FONT SIZE=2>3</FONT></P><PAGE>
<UL>
<LI><FONT 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>

<LI><FONT SIZE=2>dividend rates and preferences,</FONT><BR><BR></LI>

<LI><FONT SIZE=2>voting rights,</FONT><BR><BR></LI>

<LI><FONT SIZE=2>conversion and exchange rights,</FONT><BR><BR></LI>

<LI><FONT SIZE=2>terms of redemption, including redemption prices,</FONT><BR><BR></LI>
<LI><FONT SIZE=2>sinking fund provisions,</FONT><BR><BR></LI>
<LI><FONT SIZE=2>liquidation rights and preferences, and</FONT><BR><BR></LI>
<LI><FONT SIZE=2>any other relative powers, preferences and rights.</FONT></LI>
</UL>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
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.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><I>Voting Rights</I>.</B>&nbsp;&nbsp;  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, except that until March 31, 2002 (or such earlier date as is determined by the Board of Directors),
each share of each series of Series E preferred stock shall only be entitled to the number of votes for each such share
held that would equal (a) in the case of any such share of Series E preferred stock that was issued pursuant to the
exercise of a Series E warrant and the consideration used in such exercise was a share or a fraction of a share of
preferred stock, the number of shares of common stock that would have resulted (on the record date for the meeting) from
conversion of such shares of preferred stock (or fraction thereof) that were used as such consideration for such share
of Series E preferred stock, (b) in the case of any such share of Series E preferred stock that was issued pursuant to
the exercise of a Series E warrant and the consideration used in such exercise was a share or a fraction of a share of
common stock, the number of shares of common stock (or fraction thereof) that were used as such consideration for such
share of Series E preferred stock and (c) in the case of any other share of Series E preferred stock, the number of
shares of common stock resulting from conversion of such shares on the record date for the meeting.  As part of the amendment
 to the stockholders' agreement in connection with this offering, each holder of shares of any series of Series E preferred
stock shall agree, when and as requested by NuVox in connection with a proposed amendment to its charter, to vote, or cause
to be voted, all shares of any series of Series E preferred stock which such stockholder owns from time to time in favor
of any amendment to the charter provided that (i) at least a majority of the shares of all of the series of Series E
preferred stock, voting as a single class, have agreed to vote in favor of such amendment, and (ii) to the extent that such
amendment would affect the powers, preferences or special rights of the holders of the various series of Series E
preferred stock, it would affect the holders of all of the series of Series E preferred stock in a equivalent or proportionate manner.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><I>Dividends</I>.</B>&nbsp;&nbsp;  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>

<BR><BR>
<HR SIZE=1 NOSHADE>
<P ALIGN=CENTER><FONT SIZE=2>4</FONT></P><PAGE>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><I>Conversion Rights</I></B>.&nbsp;&nbsp; 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 determined by dividing the initial issue price for the
particular series of preferred stock by the conversion price of that series.  The current conversion prices, as adjusted
for the Offering, are as follows:</FONT></P>
<UL>
<LI><FONT SIZE=2>$1.04 with respect to the Series A preferred stock,</FONT><BR><BR></LI>
<LI><FONT SIZE=2>$1.30 with respect to the Series A-1 preferred stock,</FONT><BR><BR></LI>
<LI><FONT SIZE=2>$2.05 with respect to the Series B preferred stock,</FONT><BR><BR></LI>
<LI><FONT SIZE=2>$0.84 with respect to the Series C-1 preferred stock,</FONT><BR><BR></LI>
<LI><FONT SIZE=2>$1.14 with respect to the Series C-2 preferred stock,</FONT><BR><BR></LI>
<LI><FONT SIZE=2>$1.26 with respect to the Series C-3 preferred stock,</FONT><BR><BR></LI>
<LI><FONT SIZE=2>$1.50 with respect to the Series D preferred stock,</FONT><BR><BR></LI>
<LI><FONT SIZE=2>$1.00 with respect to the Series E-1 preferred stock,</FONT><BR><BR></LI>
<LI><FONT SIZE=2>$1.00 with respect to the Series E-2 preferred stock,</FONT><BR><BR></LI>
<LI><FONT SIZE=2>$1.00 with respect to the Series E-3 preferred stock,</FONT><BR><BR></LI>
<LI><FONT SIZE=2>$1.00 with respect to the Series E-4 preferred stock,</FONT><BR><BR></LI>
<LI><FONT SIZE=2>$0.92 with respect to the Series E-5 preferred stock,</FONT><BR><BR></LI>
<LI><FONT SIZE=2>$0.90 with respect to the Series E-6 preferred stock,</FONT><BR><BR></LI>
<LI><FONT SIZE=2>$0.50 with respect to the Series E-7 preferred stock,</FONT><BR><BR></LI>
<LI><FONT SIZE=2>$0.30 with respect to the Series E-8 preferred stock,</FONT><BR><BR></LI>
<LI><FONT SIZE=2>$0.13 with respect to the Series E-9 preferred stock,</FONT><BR><BR></LI>
<LI><FONT SIZE=2>$0.11 with respect to the Series E-10 preferred stock,</FONT><BR><BR></LI>
<LI><FONT SIZE=2>$0.0045 with respect to the Series E-11 preferred stock,</FONT><BR><BR></LI>
<LI><FONT SIZE=2>$1.00 with respect to the Series E-12 preferred stock,</FONT><BR><BR></LI>
<LI><FONT 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></LI>
</UL>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&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 certain  anti-dilution  adjustment  upon the  closing of NuVox's  sale of units  pursuant  to the
Offering.  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>
<BR><BR>
<HR SIZE=1 NOSHADE>
<P ALIGN=CENTER><FONT SIZE=2>5</FONT></P><PAGE>

<UL>
<LI><FONT 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>

<LI><FONT 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></LI>
</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;&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;&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>

<UL>
<LI><FONT 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>
<LI><FONT 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,</FONT><BR><BR></LI>
<LI><FONT 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>
<LI><FONT SIZE=2>in connection with board-approved acquisitions,</FONT><BR><BR></LI>
<LI><FONT 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>
<LI><FONT SIZE=2>upon  issuance  or  exercise  of the  warrants  to  purchase  any  series of Series E  preferred  stock  that are
              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, or</FONT><BR><BR></LI>
<LI><FONT 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></LI>
</UL>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><I>Redemption Provisions</I>.</B>&nbsp;&nbsp; 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 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 registered
hereunder or that are being issued as specified in the Securities Purchase Agreement.</FONT></P>

<BR><BR>
<HR SIZE=1 NOSHADE>
<P ALIGN=CENTER><FONT SIZE=2>6</FONT></P><PAGE>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><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;
<B><I>Series D Preferred Stock Liquidation  Rights</I>.</B>&nbsp;&nbsp;  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 SIZE=2>$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 the initial issue price of $1.50 per share,  with such return to begin accruing as of September 1, 2001 (or, for Series D preferred stock used upon exercise of Series D
              warrants, the date on which the Series D warrants are exercised), or</FONT><BR><BR></LI>

<LI><FONT SIZE=2>the amount such  holders 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></LI>
</UL>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>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;
<B><I>Series E Preferred Stock Liquidation Rights</I>.</B>&nbsp;&nbsp;  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 SIZE=2>$1.18, $1.14,  $1.08,  $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 a preferred  return of 8% per annum, for each share of such series of preferred stock,
              on the original issue price of $1.00 per share or on the initial  liquidation  preference if less than $1.00
              per share, with such return to begin accruing as of September 1, 2001, or</FONT><BR><BR></LI>

<LI><FONT 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></LI>
</UL>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>After receiving the per
share liquidation preference, holders of any of the Series E preferred stock
will have no right or claim to NuVox&#146;s remaining assets and funds, if any. </FONT></P>

<BR><BR>
<HR SIZE=1 NOSHADE>
<P ALIGN=CENTER><FONT SIZE=2>7</FONT></P><PAGE>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><I>Series F-1 Preferred Stock Liquidation Rights</I>.</B>&nbsp;&nbsp; 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 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>

<LI><FONT 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></LI>
</UL>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>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;
<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>&nbsp;&nbsp;  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 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'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</FONT><BR><BR></LI>
<LI><FONT 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></LI>
</UL>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>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&#146;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;&nbsp;&nbsp;&nbsp;
All NuVox stockholders are parties to a stockholders' agreement with NuVox.  The stockholders' agreement
provides the holders certain 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 a certain amendment to the
stockholders' agreement is in effect at the time of the sale.  The effectiveness of this amendment is a condition to
completion of the Offering.</FONT></P>

<BR><BR>
<HR SIZE=1 NOSHADE>
<P ALIGN=CENTER><FONT SIZE=2>8</FONT></P><PAGE>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><I>Preemptive Rights</I>.</B>&nbsp;&nbsp; The stockholders' agreement affords certain preemptive rights to the holders of NuVox's
common stock and preferred stock.  Subject to certain exceptions, if we issue or sell any equity securities, or
securities convertible into or containing any options or rights to acquire any equity securities, we 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 us, 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
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;&nbsp;&nbsp;&nbsp;
<B><I>Restrictions on Transfer</I>.</B>&nbsp;&nbsp;  In the event a holder of preferred stock desires to sell or otherwise  transfer any of
its shares of  stock (other than shares of stock that are subject to the transfer restrictions contained in the Employee
Shareholders' Agreement defined below),  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;&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;&nbsp;&nbsp;&nbsp;
<B><I>Supermajority Vote Requirement</I>.</B>&nbsp;&nbsp;  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;&nbsp;&nbsp;&nbsp;
All NuVox stockholders are parties to a registration rights agreement with NuVox.  Pursuant to the registration
rights agreement, holders of common and preferred stock have rights to register under the Securities Act of 1933 the
common stock they own, which is 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 a certain amendment to the registration rights
agreement is in effect at the time of the sale.  The effectiveness of this amendment is a condition to completion of the
Offering.</FONT></P>

<BR><BR>
<HR SIZE=1 NOSHADE>
<P ALIGN=CENTER><FONT SIZE=2>9</FONT></P><PAGE>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><I>Demand Registrationm</I>.</B>&nbsp;&nbsp;  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 we are eligible to utilize SEC Form S-3 or any successor form
thereto, holders of not less 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;&nbsp;&nbsp;&nbsp;
<B><I>Piggyback Registration</I>.</B>&nbsp;&nbsp;  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;&nbsp;&nbsp;&nbsp;
<B><I>Restrictions</I>.</B>&nbsp;&nbsp;  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;&nbsp;&nbsp;&nbsp;
<B><I>Expenses and Indemnification</I>.</B>&nbsp;&nbsp;  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;&nbsp;&nbsp;&nbsp;
All employees of NuVox who own common stock or Series E preferred stock are parties to a shareholders
agreement, by and between NuVox and the shareholders named therein.  This agreement restricts the transfer of the
shareholders' shares and contains confidentiality and non-solicitation provisions.  The description below assumes that a
certain amendment to the employee shareholders' agreement is in effect at the time of the sale.  The effectiveness of
this form of amendment is a condition to the completion of the Offering.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><I>Restrictions  on Transfer</I>.</B>&nbsp;&nbsp;  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
approves, the consideration does not exceed the original payment for the shares, and other conditions are met.</FONT></P>

<BR><BR>
<HR SIZE=1 NOSHADE>
<P ALIGN=CENTER><FONT SIZE=2>10</FONT></P><PAGE>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&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 SIZE=2>the fair market value,</FONT><BR><BR></LI>
<LI><FONT SIZE=2>the latest price per share at which the shares were traded in an arm's-length transaction, or</FONT><BR><BR></LI>
<LI><FONT SIZE=2>the price at which the shares are being transferred.</FONT></LI>
</UL>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
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;&nbsp;&nbsp;&nbsp;
<B><I>Confidentiality and Noncompetition Provisions</I>.</B>&nbsp;&nbsp;  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;&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>

<H5>Item 5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Interests of Named Experts and Counsel</H5>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.</FONT></P>

<BR><BR>
<HR SIZE=1 NOSHADE>
<P ALIGN=CENTER><FONT SIZE=2>11</FONT></P><PAGE>


<H5>Item 6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Indemnification of Directors and Officers</H5>

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

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=5%><FONT SIZE=2>&nbsp; </FONT><BR><BR></TD>
     <TD WIDTH=5%><FONT SIZE=2>a.</FONT><BR><BR></TD>
     <TD WIDTH=90%><FONT 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></TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=5%><FONT SIZE=2>&nbsp; </FONT><BR><BR></TD>
     <TD WIDTH=5%><FONT SIZE=2>b. </FONT><BR><BR></TD>
     <TD WIDTH=90%><FONT 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></TD>
</TR>
<TR VALIGN=TOP>
     <TD WIDTH=5%><FONT SIZE=2>&nbsp; </FONT><BR><BR></TD>
     <TD WIDTH=5%><FONT SIZE=2>c. </FONT><BR><BR></TD>
     <TD WIDTH=90%><FONT 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></TD>
</TR>
<TR VALIGN=TOP>
     <TD WIDTH=5%><FONT SIZE=2> &nbsp;</FONT></TD>
     <TD WIDTH=5%><FONT SIZE=2>d. </FONT></TD>
     <TD WIDTH=90%><FONT 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></TD>
</TR>
</TABLE>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&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;&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>

<BR><BR>
<HR SIZE=1 NOSHADE>
<P ALIGN=CENTER><FONT SIZE=2>12</FONT></P><PAGE>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&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;&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.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exemption from Registration Claimed</H5>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not Applicable.</FONT></P>

<H5>Item 8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Exhibits</H5>

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

<H5>Item 9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Undertakings</H5>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&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;&nbsp;&nbsp;&nbsp;1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&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 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%><FONT SIZE=2>&nbsp; </FONT><BR><BR></TD>
     <TD WIDTH=5%><FONT SIZE=2>(i)  </FONT><BR><BR></TD>
     <TD WIDTH=85%><FONT 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=10><FONT SIZE=2>&nbsp; </FONT><BR><BR></TD>
     <TD WIDTH=5%><FONT SIZE=2>(ii)</FONT><BR><BR></TD>
     <TD WIDTH=85%><FONT 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 &#147;Calculation of Registration Fee&#148; table in the
effective registration statement; </FONT><BR><BR></TD>
</TR>
<TR VALIGN=TOP>
     <TD WIDTH=10%><FONT SIZE=2>&nbsp; </FONT><BR><BR></TD>
     <TD WIDTH=5%><FONT SIZE=2>(iii) </FONT><BR><BR></TD>
     <TD WIDTH=85%><FONT 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=5%><FONT SIZE=2>&nbsp; </FONT></TD>
     <TD WIDTH=5% COLSPAN=2><FONT 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>
<BR><BR>
<HR SIZE=1 NOSHADE>
<P ALIGN=CENTER><FONT SIZE=2>13</FONT></P><PAGE>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&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;&nbsp;&nbsp;&nbsp;
3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&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;&nbsp;&nbsp;&nbsp;
4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&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;&nbsp;&nbsp;&nbsp;
5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&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>

<BR><BR>
<HR SIZE=1 NOSHADE>
<P ALIGN=CENTER><FONT SIZE=2>14</FONT></P><PAGE>


<H5 ALIGN=CENTER>SIGNATURES</H5>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&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 this 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 20th day of September, 2001.</FONT></P>


<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=BOTTOM>
     <TD WIDTH=50%><FONT SIZE=2>&nbsp; </FONT><BR><BR><BR></TD>
     <TD WIDTH=3% COLSPAN=2><FONT SIZE=2>NuVox, Inc. </FONT><BR><BR><BR></TD>
</TR>
<TR VALIGN=BOTTOM>
     <TD WIDTH=50%><FONT SIZE=2>&nbsp; </FONT></TD>
     <TD WIDTH=3%><FONT SIZE=2>By: </FONT></TD>
     <TD WIDTH=47%><FONT SIZE=2>/s/ JOHN P. DENNEEN</FONT><HR SIZE=1 NOSHADE WIDTH=75% ALIGN=LEFT></TD>
</TR>
<TR VALIGN=BOTTOM>
     <TD WIDTH=50%><FONT SIZE=2>&nbsp; </FONT></TD>
     <TD WIDTH=3%><FONT SIZE=2>&nbsp; </FONT></TD>
     <TD WIDTH=47%><FONT SIZE=2>John P. Denneen<BR>Executive Vice President,<BR>Corporate Development and Legal Affairs<BR> and Secretary</FONT></TD>
</TR>
</TABLE>



<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&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>September 20, 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>September 20, 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>September 20, 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>September 20, 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>September 20, 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>September 20, 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>September 20, 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>September 20, 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>September 20, 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>September 20, 2001</FONT></TD>
</TR>
</table>
<BR><BR>
<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=BOTTOM>
     <TD WIDTH=40%><FONT SIZE=2>&nbsp; </FONT></TD>
     <TD WIDTH=5%><FONT SIZE=2>* By:</FONT></TD>
     <TD WIDTH=25%><FONT SIZE=2>/s/ JOHN P. DENNEEN</FONT><HR SIZE=1 NOSHADE></TD>
     <TD WIDTH=30%><FONT SIZE=2>&nbsp; </FONT></TD>
</TR>
<TR VALIGN=BOTTOM>
     <TD WIDTH=40%><FONT SIZE=2>&nbsp; </FONT></TD>
     <TD WIDTH=5%><FONT SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH=25%><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;John P. Denneen<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Attorney-in-fact </FONT></TD>
     <TD WIDTH=30%><FONT SIZE=2>&nbsp; </FONT></TD>
</TR>

</TABLE>

<BR><BR>
<HR SIZE=1 NOSHADE>
<P ALIGN=CENTER><FONT SIZE=2>15</FONT></P><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 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, incorporated herein by reference to Exhibit 4.10 to the registrant's Registration Statement on
Form S-8 (File No. 333-68368) (the "Form S-8).</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, incorporated herein by reference to Exhibit 4.11 to the Form S-8.</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,
incorporated herein by reference to Exhibit 4.12 to the Form S-8.</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>4.15</font></td>
<TD width=90%><FONT FACE="Times New Roman, Times, Serif" size=2>Form of Series D Warrant for Employee Purchasers who Over-subscribe</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>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>

<BR><BR>
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[{"type": "S-8", "sequence": "1", "filename": "s8_091901.htm", "description": "FORM S-8 - SEPTEMBER 19, 2001", "secsgml_size_bytes": 84914}]
{"company-data": {"conformed-name": "NUVOX INC /DE/", "cik": "0001116564", "assigned-sic": "4813", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69680", "film-number": "1740985"}, "business-address": {"street1": "16090 SWINGLEY ROAD SUITE 500", "city": "CHESTERFIELD", "state": "MI", "zip": "63017", "phone": "6365375700"}, "former-company": {"former-conformed-name": "GABRIEL COMMUNICATIONS INC /DE/", "date-changed": "20000613"}}
NuVox, Inc. Form S-8 Amendment No. 1 September 20, 2001
As filed with the Securities and Exchange Commission on September 20, 2001.
Registration No. 333-_____
Post-Effective Amendment No. 1 to Registration Statement No. 333-68368
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
17,250 (1)
$1.50 (2)
$25,875 (2)
$6
Series E-3 Preferred Stock,
$0.01 Par Value
2,299,390 (1)
$1.08 (2)
$2,483,341 (2)
$621
Series E-4 Preferred Stock,
$0.01 Par Value
9,228,429 (1)
$1.00 (2)
$9,228,429 (2)
$2,307
Series E-7 Preferred Stock,
$0.01 Par Value
2,115,000 (1)
$0.92 (2)
$1,945,800 (2)
$486
Series E-10 Preferred Stock,
$0.01 Par Value
4,634,939 (1)
$0.11 (2)
$509,843 (2)
$127
Warrants to Purchase Series D
Preferred Stock
12,495 (1)
$1.50 (3)
$18,743 (3)
$5
Warrants to Purchase Series
E-3 Preferred Stock
2,299,390 (1)
$1.00 (3)
$2,299,390 (3)
$575
Warrants to Purchase Series
E-4 Preferred Stock
9,228,429 (1)
$1.00 (3)
$9,228,429 (3)
$2,307
Warrants to Purchase Series
E-7 Preferred Stock
2,115,000 (1)
$1.00 (3)
$2,115,000 (3)
$529
Warrants to Purchase Series
E-10 Preferred Stock
4,634,939 (1)
$1.00 (3)
$4,634,939 (3)
$1,158
(1)
This registration
statement registers an additional 17,250 shares of Series D preferred stock, par
value $0.01 per share, 2,299,390 shares of Series E-3 preferred stock, par value
$0.01 per share, 9,228,429 shares of Series E-4 preferred stock, par value $0.01
per share, 2,115,000 shares of Series E-7 preferred stock, par value $0.01 per
share, 4,634,939 shares of Series E-10 preferred stock, par value $0.01 per
share, warrants to purchase up to 12,495 shares of Series D preferred stock,
warrants to purchase up to 2,299,390 shares of Series E-3 preferred stock,
warrants to purchase up to 9,228,429 shares of Series E-4 preferred stock,
warrants to purchase up to 2,115,000 shares of Series E-7 preferred stock and
warrants to purchase up to 4,634,939 shares of Series E-10 preferred stock under
NuVox's 2001 Stock Incentive Plan, under which shares of common stock,
preferred stock and warrants have already been registered on Registration
Statement No. 333-68368 (for which a registration fee of $16,494 was paid).
Pursuant to Rule 416, promulgated under the Securities Act of 1933, as amended,
this Registration Statement also covers shares issued pursuant to antidilution
provisions applicable to the various series of preferred stock, the warrants,
and the 2001 Stock Incentive Plan.
(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 exercise price of
the warrants. There is no current market for any of the warrants.
(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 aggregate amount
payable upon the liquidation, which is the pro forma book value, of such shares
and warrants computed as of September 20, 2001. There is no current market for
any of the shares.
EXPLANATORY NOTE
This filing constitutes a Registration Statement registering additional shares of preferred stock and warrants
under NuVox's 2001 Stock Incentive Plan and a Post-Effective Amendment to Registration Statement No. 333-68368 updating
certain exhibits and supplementing Part II.
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,  a 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").
1
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 and  Series
E-12 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,
30,430,612 shares are designated as Series B convertible preferred stock,
5,374,481 shares are designated as Series C-1 convertible preferred stock,
15,786,710 shares are designated as Series C-2 convertible preferred stock,
17,735,703 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,
133,284,618 shares are designated as Series E-3 convertible preferred stock,
16,486,756 shares are designated as Series E-4 convertible preferred stock,
281,415 shares are designated as Series E-5 convertible preferred stock,
681,793 shares are designated as Series E-6 convertible preferred stock,
5,180,000  shares are designated as Series E-7 convertible preferred stock,
2
663,599 shares are designated as Series E-8 convertible preferred stock,
1,388,154 shares are designated as Series E-9 convertible preferred stock,
5,202,623 shares are designated as Series E-10 convertible preferred stock,
221,200 shares are designated as Series E-11 convertible preferred stock,
213,014,284 shares are designated as Series E-12 convertible preferred stock,
24,000,000 shares are designated as Series F-1 convertible preferred stock, and
50,243,052 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, any series of Series 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.  The right of the board 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:
3
the  designation  and number of shares up to the maximum  authorized by the amended and restated  certificate  of
         incorporation,
dividend rates and preferences,
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, except that until March 31, 2002 (or such earlier date as is determined by the Board of Directors),
each share of each series of Series E preferred stock shall only be entitled to the number of votes for each such share
held that would equal (a) in the case of any such share of Series E preferred stock that was issued pursuant to the
exercise of a Series E warrant and the consideration used in such exercise was a share or a fraction of a share of
preferred stock, the number of shares of common stock that would have resulted (on the record date for the meeting) from
conversion of such shares of preferred stock (or fraction thereof) that were used as such consideration for such share
of Series E preferred stock, (b) in the case of any such share of Series E preferred stock that was issued pursuant to
the exercise of a Series E warrant and the consideration used in such exercise was a share or a fraction of a share of
common stock, the number of shares of common stock (or fraction thereof) that were used as such consideration for such
share of Series E preferred stock and (c) in the case of any other share of Series E preferred stock, the number of
shares of common stock resulting from conversion of such shares on the record date for the meeting.  As part of the amendment
 to the stockholders' agreement in connection with this offering, each holder of shares of any series of Series E preferred
stock shall agree, when and as requested by NuVox in connection with a proposed amendment to its charter, to vote, or cause
to be voted, all shares of any series of Series E preferred stock which such stockholder owns from time to time in favor
of any amendment to the charter provided that (i) at least a majority of the shares of all of the series of Series E
preferred stock, voting as a single class, have agreed to vote in favor of such amendment, and (ii) to the extent that such
amendment would affect the powers, preferences or special rights of the holders of the various series of Series E
preferred stock, it would affect the holders of all of the series of Series E preferred stock in a equivalent or proportionate manner.
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.
4
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 determined by dividing the initial issue price for the
particular series of preferred stock by the conversion price of that series.  The current conversion prices, as adjusted
for the Offering, are as follows:
$1.04 with respect to the Series A preferred stock,
$1.30 with respect to the Series A-1 preferred stock,
$2.05 with respect to the Series B preferred stock,
$0.84 with respect to the Series C-1 preferred stock,
$1.14 with respect to the Series C-2 preferred stock,
$1.26 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,
$0.92 with respect to the Series E-5 preferred stock,
$0.90 with respect to the Series E-6 preferred stock,
$0.50 with respect to the Series E-7 preferred stock,
$0.30 with respect to the Series E-8 preferred stock,
$0.13 with respect to the Series E-9 preferred stock,
$0.11 with respect to the Series E-10 preferred stock,
$0.0045 with respect to the Series E-11 preferred stock,
$1.00 with respect to the Series E-12 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 certain  anti-dilution  adjustment  upon the  closing of NuVox's  sale of units  pursuant  to the
Offering.  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:
5
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:
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,
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
              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, 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 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 registered
hereunder or that are being issued as specified in the Securities Purchase Agreement.
6
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 the initial issue price of $1.50 per share,  with such return to begin accruing as of September 1, 2001 (or, for Series D preferred stock used upon exercise of Series D
              warrants, the date on which the Series D warrants are exercised), or
the amount such  holders 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,  $1.08,  $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 a preferred  return of 8% per annum, for each share of such series of preferred stock,
              on the original issue price of $1.00 per share or on the initial  liquidation  preference if less than $1.00
              per share, with such return to begin accruing as of September 1, 2001, 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.
7
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.
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 with NuVox.  The stockholders' agreement
provides the holders certain 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 a certain amendment to the
stockholders' agreement is in effect at the time of the sale.  The effectiveness of this amendment is a condition to
completion of the Offering.
8
Preemptive Rights
.
The stockholders' agreement affords certain preemptive rights to the holders of NuVox's
common stock and preferred stock.  Subject to certain exceptions, if we issue or sell any equity securities, or
securities convertible into or containing any options or rights to acquire any equity securities, we 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 us, 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
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  stock (other than shares of stock that are subject to the transfer restrictions contained in the Employee
Shareholders' Agreement defined below),  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 with NuVox.  Pursuant to the registration
rights agreement, holders of common and preferred stock have rights to register under the Securities Act of 1933 the
common stock they own, which is 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 a certain amendment to the registration rights
agreement is in effect at the time of the sale.  The effectiveness of this amendment is a condition to completion of the
Offering.
9
Demand Registrationm
.
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 we are eligible to utilize SEC Form S-3 or any successor form
thereto, holders of not less 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 common stock or Series E preferred stock are parties to a shareholders
agreement, by and between NuVox and the shareholders named therein.  This agreement restricts the transfer of the
shareholders' shares and contains confidentiality and non-solicitation provisions.  The description below assumes that a
certain amendment to the employee shareholders' agreement is in effect at the time of the sale.  The effectiveness of
this form of amendment is a condition to the completion of the Offering.
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
approves, the consideration does not exceed the original payment for the shares, and other conditions are met.
10
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.
Item 5.        
Interests of Named Experts and Counsel
Not applicable.
11
Item 6.         Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware provides, among other things:
a.
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;
b.
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;
c.
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
d.
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;
(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.
13
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 this 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 20th day of September, 2001.
NuVox, Inc.
By:
/s/ JOHN P. DENNEEN
John P. Denneen
Executive Vice President,
Corporate Development and Legal Affairs
and Secretary
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
September 20, 2001
/s/ MICHAEL E. GIBSON *
Michael E. Gibson
Senior Vice President and Chief
Financial Officer (Principal
Accounting Officer and Principal
Financial Officer)
September 20, 2001
/s/ G. MICHAEL CASSITY *
G. Michael Cassity
Director
September 20, 2001
/s/ JOHN P. DENNEEN *
John P. Denneen
Director
September 20, 2001
/s/ CHARLES S. HOUSER *
Charles S. Houser
Director
September 20, 2001
/s/ WATTS HAMRICK *
Watts Hamrick
Director
September 20, 2001
/s/ MICHAEL R. HANNON *
Michael R. Hannon
Director
September 20, 2001
/s/ WILLIAM LAVCRACK, JR. *
William Lavcrack, Jr.
Director
September 20, 2001
/s/ BYRON D. TROTT *
Byron D. Trott
Director
September 20, 2001
/s/ JACK TYRRELL *
Jack Tyrrell
Director
September 20, 2001
* By:
/s/ JOHN P. DENNEEN
John P. Denneen
Attorney-in-fact
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 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, incorporated herein by reference to Exhibit 4.10 to the registrant's Registration Statement on
Form S-8 (File No. 333-68368) (the "Form S-8).
4.11
Form of Incentive Stock Option Agreement under the NuVox, Inc. 2001 Stock Incentive
Plan, incorporated herein by reference to Exhibit 4.11 to the Form S-8.
4.12
Form of Non-Qualified Stock Option Agreement under the NuVox, Inc. 2001 Stock Option Plan,
incorporated herein by reference to Exhibit 4.12 to the Form S-8.
4.13
Form of Series D Warrant
4.14
Form of Series E Warrant
4.15
Form of Series D Warrant for Employee Purchasers who Over-subscribe
5.1
Opinion of Bryan Cave LLP.
23.1
Consent of KPMG LLP.
99.1
Form of NuVox, Inc. 2001 Stock Incentive Plan.
16