<PAGE>   1
     As filed with the Securities and Exchange Commission on April 2, 2001.

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   NUVOX, INC.
             (Exact name of registrant as specified in its charter)

                DELAWARE                                         43-1820855
(State or Other Jurisdiction of Incorporation                (I.R.S. Employer
or Organization)                                             Identification No.)

16090 SWINGLEY RIDGE ROAD, SUITE 500, CHESTERFIELD, MISSOURI        63017
             (Address of Principal Executive Offices)             (Zip Code)

                      NUVOX, INC. 1998 STOCK INCENTIVE PLAN
              NUVOX/TRIVERGENT CORPORATION EMPLOYEE INCENTIVE PLAN
                              (Full title of plans)

                             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:
                                 NICK H. VARSAM
                                 BRYAN CAVE LLP
                           211 N. BROADWAY, SUITE 3600
                         ST. LOUIS, MISSOURI 63102-2750
                      (314) 259-2000; (314) 259-2020 (FAX)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
                                                       Proposed Maximum         Proposed Maximum
 Title of Securities          Amount to be              Offering Price         Aggregate Offering           Amount of
   to be Registered           Registered(1)              Per Share(2)               Price(2)            Registration Fee
- ----------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                         <C>                        <C>                       <C>
Common Stock, $0.01         20,946,207 Shares               $3.71                  $77,710,428               $19,428
Par Value
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>


(1) 10,000,000 shares of the common stock of NuVox, Inc., $0.01 par value per
    share, are being registered pursuant to the NuVox, Inc. 1998 Stock Incentive
    Plan, and 10,946,207 shares of NuVox common stock are being registered
    pursuant to the NuVox/TriVergent Corporation Employee Incentive Plan.
    Pursuant to Rule 416, promulgated under the Securities Act of 1933, as
    amended, an additional undetermined number of shares of common stock is
    being registered to cover any adjustment in the number of shares of common
    stock issuable pursuant to the anti-dilution provisions of the plans.

(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 book value of the shares computed as of December 31,
    2000. There is no current market for the shares.


<PAGE>   2

                                     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; and

               (b) NuVox's Form 8-K dated and filed with the Commission on
               February 13, 2001.

         All documents subsequently filed by NuVox pursuant to Sections 13(a)
and (c), 14 and 15(d) of the Exchange Act, 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.

ITEM 4.  DESCRIPTION OF SECURITIES

General

         NuVox's authorized capital stock consists of 400,000,000 shares of
common stock, par value $.01 per share, and 200,000,000 shares of preferred
stock, par value $0.01 per share. Of the preferred stock,

         -    26,850,000 shares are designated as Series A convertible preferred
              stock,

         -    3,125,000 shares are designated as Series A-1 convertible
              preferred stock,

         -    32,500,000 shares are designated as Series B convertible preferred
              stock,

         -    6,000,000 shares are designated as Series C-1 convertible
              preferred stock,

         -    16,500,000 shares are designated as Series C-2 convertible
              preferred stock,



                                      II-1
<PAGE>   3

         -    18,500,000 shares are designated as Series C-3 convertible
              preferred stock, and

         -    96,525,000 shares remain to be designated.

         As of December 31, 2000, there were 19,394,405 shares of common stock,
26,850,000 shares of Series A preferred stock, 3,125,000 shares of Series A-1
preferred stock, 29,997,517 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 or
Series C-3 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 or Series C-3
preferred stock outstanding, holders of common stock will be entitled to receive
dividends or other distributions declared by the board of directors. The right
of the board of directors to declare dividends, however, is subject to the
availability of sufficient funds under Delaware law to pay dividends.

         Liquidation Rights. In the event of the dissolution of NuVox, common
stockholders will share ratably in the distribution of all assets that remain
after NuVox pays all of its liabilities and satisfies its obligations to the
holders of any preferred stock, as described below.

         Preemptive and Other Rights. Except as provided under the stockholders'
agreement described below, holders of common stock have no preemptive rights to
purchase or subscribe for any stock or other securities of NuVox. In addition,
there are no conversion rights or redemption or sinking fund provisions with
respect to the common stock.

Preferred Stock

         The board of directors is authorized to issue shares of preferred stock
from time to time, without stockholder approval, in one or more series. Subject
to the requirements under Delaware law, the board has the authority to fix the
designations, preferences and rights of additional preferred stock, including
the following

         -    the designation and number of shares up to the maximum authorized
              by the amended and restated certificate of incorporation,

         -    dividend rates and preferences,

         -    voting rights,

         -    conversion and exchange rights,

         -    terms of redemption, including redemption prices,

         -    sinking fund provisions,

         -    liquidation rights and preferences, and


                                      II-2

<PAGE>   4

         -    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 preferred shares 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 and Series C-3
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 and
Series C-3 preferred stock held by the holder are then convertible. The holders
of the Series A, Series A-1, Series B, Series C-1, Series C-2 and Series C-3
preferred stock and common stock will vote together as a single class on all
matters as to which such holders are entitled to vote, except when voting
separately by class is required by Delaware law.

         Dividends. No cash dividends may be declared or paid upon the Series A,
Series A-1, Series B, Series C-1, Series C-2 or Series C-3 preferred stock.

         Conversion Rights. Each outstanding share of the Series A, Series A-1,
Series B, Series C-1, Series C-2 and Series C-3 preferred stock is convertible
at any time at the option of the holder into that number of whole shares of
common stock as is equal to the stated liquidation preference for the particular
series of preferred stock divided by an initial conversion price of

         -    $3.00, with respect to the Series A preferred stock,

         -    $4.00 with respect to the Series A-1 preferred stock,

         -    $7.00, with respect to the Series B preferred stock,

         -    $2.17 with respect to the Series C-1 preferred stock,

         -    $3.39 with respect to the Series C-2 preferred stock and

         -    $3.84 with respect to the Series C-3 preferred stock, as the case
              may be.

         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 Series A, Series A-1, Series B, Series C-1,
Series C-2 and Series C-3 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, subject to limited exceptions and to the
following conditions:

         -    the public offering price per share of the common stock, prior to
              underwriters' discounts and expenses, must be at least $12.00, 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.

         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


                                      II-3

<PAGE>   5


         -    upon conversion of shares of Series A, Series A-1, Series B,
              Series C-1, Series C-2 or Series C-3 preferred stock,

         -    to officers, directors, employees, consultants or advisers of
              NuVox pursuant to stock option or stock purchase plans, warrants
              or agreements from time to time approved by the board of
              directors,

         -    upon the issuance or exercise of NuVox's $6.00 common stock
              warrants, which expire on November 1, 2001, and $10.25 common
              stock warrants, which expire on November 1, 2002, or

         -    in connection with board-approved acquisitions.

         Redemption Provisions. NuVox may not redeem the Series A, Series A-1,
Series B, Series C-1, Series C-2 or Series C-3 preferred stock at any time,
except pursuant to the terms of an agreement between NuVox and the holder or
holders of such 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, 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 $3.00,
$4.00, $7.00, $2.17, $3.39 and $3.84 per share, respectively. These liquidation
preference amounts will be adjusted for any stock dividends, combinations or
splits with respect to NuVox's capital stock. These series of preferred stock
will also be entitled to the greater of

         -    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

         -    an amount such holders would have received if they had converted
              their preferred stock into common stock immediately prior to the
              liquidation.

         After receiving the per share liquidation preference, holders of the
Series A, Series A-1, Series B, Series C-1, Series C-2 or Series C-3 preferred
stock will have no right or claim to NuVox's remaining assets and funds, if any.

Stockholders' Agreement

         All NuVox stockholders are parties to a stockholders' agreement by and
among NuVox and its stockholders. The stockholders' agreement provides the
holders preemptive rights and sets forth restrictions on the transferability of
their shares. These rights and restrictions will exist until NuVox completes an
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. A copy of the
stockholders' agreement is incorporated by reference as an exhibit to this
registration statement.

         Preemptive Rights. The stockholders' agreement affords preemptive
rights to the holders of NuVox's common stock and preferred stock. Subject to
exceptions, if NuVox issues or sells any equity securities, or securities
convertible into or containing any options or rights to acquire any equity
securities, NuVox will first offer to sell to the stockholders who are parties
to the agreement an aggregate of 80% of those securities. Within 35 days of
receiving notice of such offer from NuVox, each stockholder may then purchase an
amount of the offered securities based on the percentage of all outstanding
stock of NuVox then held by the stockholder, on a fully diluted basis. Each
stockholder will


                                      II-4

<PAGE>   6

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 preferred stock or
any shares of stock issued upon conversion of or with respect to such stock, the
selling stockholder must first offer the shares to NuVox and the other
stockholders. If terms cannot be agreed upon with NuVox or the other
stockholders in 30 days, the selling stockholder may then offer the shares to a
third party, but at terms no less favorable to the selling stockholder than
those terms offered to NuVox and the other stockholders. Such restrictions will
not apply to transfers to "affiliates," transfers pursuant to a "public sale" or
a "capital transaction," as each of these terms is defined in the stockholders
agreement, or transfers pursuant to a distribution to a stockholder's partners,
members or stockholders.

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

         Supermajority Vote Requirement. The affirmative vote of the holders of
66 2/3% of the outstanding common stock and preferred stock of NuVox, voting as
a single class, is required for the authorization of any additional class of
capital stock or an increase in the number of shares of authorized capital
stock. This supermajority vote is also required for approval of the sale of
NuVox, whether by merger, consolidation, sale of stock or assets or otherwise.

Registration Rights Agreement

         All NuVox stockholders are parties to a registration rights agreement
by and among NuVox and its stockholders. Pursuant to the registration rights
agreement, holders of common and preferred stock have rights to register under
the Securities Act the common stock they own or which are issuable upon
conversion of their shares of preferred stock. A copy of the registration rights
agreement is incorporated by reference as an exhibit to this registration
statement.

         Demand Registration. Holders of not less than 20% of the total number
of outstanding shares of preferred stock or common stock, including common stock
issuable upon conversion of preferred stock or issuable upon the exercise of any
outstanding warrants or options, may demand that NuVox register the resale of
the number of shares of stock that holders then desire to sell. Holders may make
this demand at any time after the earlier of November 18, 2002 or the effective
date of NuVox's initial public offering of common stock. In any request for a
demand registration prior to NuVox's initial public offering, the proposed
public offering price must be at least $15.00 per share and the proposed
aggregate proceeds to the stockholders and NuVox must be at least $30,000,000.
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




                                      II-5
<PAGE>   7

options, may demand that NuVox register the resale of the number of shares of
its common stock that such holders then desire to sell on SEC Form S-3 or any
successor form. In any request for a demand registration on SEC Form S-3 or any
successor form thereto, the proposed aggregate public offering price must be at
least $5 million.

         Piggyback Registration. If NuVox proposes to register any of its equity
securities or securities convertible into equity securities under the Securities
Act of 1933, other than a registration for an employee plan or an acquisition,
the holders of the outstanding preferred stock and common stock will be entitled
to notice of the proposed registration and the opportunity to include a resale
of their shares of common stock in the registration. The holders of preferred
stock must convert their shares of preferred stock to common stock prior to the
effectiveness of the registration.

         Restrictions. In the event the managing underwriter of any underwritten
offering initiated by NuVox for its own account determines that the amount of
stock included in any such registration should be limited, the number of shares
included by holders may be limited to the amount determined by the managing
underwriter. The registration rights agreement contains provisions restricting
sales of any equity securities of NuVox, except securities sold as part of the
offering, during the period commencing on the seventh day prior to, and ending
on the ninetieth day, or later, if so required by the managing underwriter,
following the effective date of any underwritten offering.

         Expenses and Indemnification. The registration rights agreement
requires NuVox, in connection with the first two demand registrations and each
piggyback registration, to pay all registration and filing fees and expenses,
printing expenses, fees and disbursements of counsel for NuVox, one counsel
representing all of the holders of the stock included in the registration and
the accountants for NuVox and some other expenses. The registration rights
agreement also contains customary cross-indemnification by NuVox and the holders
of the stock included in the registration for liabilities arising under the
Securities Act of 1933 as a result of any registration.

Employee Shareholders Agreement

         All employees of NuVox who own NuVox common stock are parties to a
shareholders agreement, by and between NuVox and the shareholders named therein.
This agreement governs the transfer of the shareholders' shares, the re-purchase
by NuVox of NuVox shares and contains confidentiality and non-solicitation
provisions. A copy of the shareholders agreement is incorporated by reference as
an exhibit to this registration statement.

         Restrictions on Transfer. To sell shares of common stock to a party
other than NuVox, a shareholder must give 30 days prior written notice. NuVox
will then have a 60 day option to purchase all of the shares, and after this
period, the other common shareholders will have a 90 day option to purchase a
proportionate number of all of the shares offered. The shareholders may transfer
their shares to or for the benefit of family members if the board of directors
approves, the consideration does not exceed the original payment for the shares,
and other conditions are met.

         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.


                                      II-6

<PAGE>   8

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.

         Termination of Employment. Upon the death of a shareholder, the
shareholder's estate has a 180 day option to sell, and NuVox has a 180 day
option to buy, all of the deceased shareholder's shares. Upon the disability of
a shareholder, the shareholder has the option to sell, and NuVox has the option
to buy, all of the disabled shareholder's shares. If the shareholder's estate or
the disabled shareholder exercises the option on the same day as NuVox, NuVox's
option controls.

         The purchase price for the shares pursuant to an option granted upon
death or disability will be

         -    for the shareholder's or shareholder's estate's option to sell,
              the greater of the fair market value, as determined by the board
              of directors, or the latest price per share at which the shares
              were traded in an arm's-length transaction, and

         -    for NuVox's option to purchase, the appraised value of NuVox
              divided by the number of issued and outstanding shares owned by
              the parties to the agreement.

         Upon the termination of an employee shareholder's employment for any
reason other than death or permanent disability, NuVox will have the option to
purchase all of the shareholder's shares. The purchase price for the shares will
be

         -    upon termination for cause, the lesser of the fair market value,
              as determined by the board of directors, or the book value per
              share of NuVox as determined as of the end of the prior fiscal
              year, and

         -    upon any other termination of employment, the greater of the fair
              market value, as determined by the board of directors, or the
              latest price per share at which shares were traded in an arm's
              length transaction.

         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.


                                      II-7
<PAGE>   9



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.

         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.


                                      II-8

<PAGE>   10


         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


                                      II-9

<PAGE>   11


                by reference in the Registration Statement;

         2.     That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;

         3.     To remove from  registration by means of a  post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering;

         4.     That, for purposes of determining any liability under the
Securities Act, each filing of NuVox's annual report pursuant to Section 13(a)
or Section 15(d) of the Exchange Act that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such new
securities at that time shall be deemed to be the initial bona fide offering
thereof; and

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


                                     II-10
<PAGE>   12


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chesterfield, State of Missouri on the 30th day of
March, 2001.

                                   NuVox, Inc.

                                   By:      /s/ David L. Solomon
                                      ------------------------------------------
                                            David L. Solomon
                                            Chief Executive Officer and Chairman

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

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated on the date indicated.

<TABLE>
<CAPTION>
                     NAME                                        TITLE                               DATE
                     ----                                        -----                               ----
<S>                                             <C>                                             <C>
            /s/ David L. Solomon                Chief Executive Officer, Chairman of            March 30, 2001
      ---------------------------------         the Board and Director
               David L. Solomon

            /s/ Michael E. Gibson               Senior Vice President and Chief                 March  30, 2001
      ---------------------------------         Financial Officer (Principal Accounting
              Michael E. Gibson                 Officer and Principal Financial Officer)


            /s/ G. Michael Cassity              Director                                        March  30, 2001
      ---------------------------------
              G. Michael Cassity

            /s/ John P. Denneen                 Director                                        March  30, 2001
      ---------------------------------
               John P. Denneen

            /s/ Charles S. Houser               Director                                        March  30, 2001
      ---------------------------------
              Charles S. Houser

            /s/ Watts Hamrick                   Director                                        March  30, 2001
      ---------------------------------
                Watts Hamrick

            /s/ Michael R. Hannon               Director                                        March  30, 2001
      ---------------------------------
              Michael R. Hannon

</TABLE>

                                     II-11

<PAGE>   13

<TABLE>
<S>                                             <C>                                             <C>
                                                Director                                        March    , 2001
     -----------------------------------
            William Laverack, Jr.

                                                Director                                        March    , 2001
     -----------------------------------
                Byron D. Trott

           /s/ Jack Tyrrell                     Director                                        March  30, 2001
     -----------------------------------
                 Jack Tyrrell

</TABLE>


                                     II-12

<PAGE>   14


                                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 Certificate of
                          Incorporation, incorporated herein by reference to
                          Exhibit 3.2 to the 2000 Form 10-K.

           4.3            By-laws, as amended as of March 21, 2000, incorporated
                          herein by reference to Exhibit 3.2 to the
                          regristrant's Registration Statement on Form S-4
                          (File No. 333-41040) (The "Form S-4").

           4.4            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.

           4.5            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.

           4.6            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.

           5.1            Opinion of Bryan Cave LLP.

           23.1           Consent of KPMG LLP.

           24.1           Power of attorney (included on signature page).

           99.1           NuVox, Inc. 1998 Stock Incentive Plan, as amended,
                          incorporated herein by reference to Exhibit 10.4 to
                          the Form S-4.

           99.2           NuVox/TriVergent Corporation Employee Incentive Plan,
                          incorporated herein by reference to Exhibit 10.6 to
                          the 2000 Form 10-K.



                                     II-13
[{"type": "S-8", "sequence": "1", "filename": "c61401s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 47710}]
{"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", "file-number": "333-58150", "film-number": "1592128"}, "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"}}
1
     As filed with the Securities and Exchange Commission on April 2, 2001.

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   NUVOX, INC.
             (Exact name of registrant as specified in its charter)

                DELAWARE                                         43-1820855
(State or Other Jurisdiction of Incorporation                (I.R.S. Employer
or Organization)                                             Identification No.)

16090 SWINGLEY RIDGE ROAD, SUITE 500, CHESTERFIELD, MISSOURI        63017
             (Address of Principal Executive Offices)             (Zip Code)

                      NUVOX, INC. 1998 STOCK INCENTIVE PLAN
              NUVOX/TRIVERGENT CORPORATION EMPLOYEE INCENTIVE PLAN
                              (Full title of plans)

                             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:
                                 NICK H. VARSAM
                                 BRYAN CAVE LLP
                           211 N. BROADWAY, SUITE 3600
                         ST. LOUIS, MISSOURI 63102-2750
                      (314) 259-2000; (314) 259-2020 (FAX)

                         CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------
                                                       Proposed Maximum         Proposed Maximum
 Title of Securities          Amount to be              Offering Price         Aggregate Offering           Amount of
   to be Registered           Registered(1)              Per Share(2)               Price(2)            Registration Fee
- ----------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01         20,946,207 Shares               $3.71                  $77,710,428               $19,428
Par Value
- ----------------------------------------------------------------------------------------------------------------------------
(1) 10,000,000 shares of the common stock of NuVox, Inc., $0.01 par value per
    share, are being registered pursuant to the NuVox, Inc. 1998 Stock Incentive
    Plan, and 10,946,207 shares of NuVox common stock are being registered
    pursuant to the NuVox/TriVergent Corporation Employee Incentive Plan.
    Pursuant to Rule 416, promulgated under the Securities Act of 1933, as
    amended, an additional undetermined number of shares of common stock is
    being registered to cover any adjustment in the number of shares of common
    stock issuable pursuant to the anti-dilution provisions of the plans.

(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 book value of the shares computed as of December 31,
    2000. There is no current market for the shares.
2

                                     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; and

               (b) NuVox's Form 8-K dated and filed with the Commission on
               February 13, 2001.

         All documents subsequently filed by NuVox pursuant to Sections 13(a)
and (c), 14 and 15(d) of the Exchange Act, 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.

ITEM 4.  DESCRIPTION OF SECURITIES

General

         NuVox's authorized capital stock consists of 400,000,000 shares of
common stock, par value $.01 per share, and 200,000,000 shares of preferred
stock, par value $0.01 per share. Of the preferred stock,

         -    26,850,000 shares are designated as Series A convertible preferred
              stock,

         -    3,125,000 shares are designated as Series A-1 convertible
              preferred stock,

         -    32,500,000 shares are designated as Series B convertible preferred
              stock,

         -    6,000,000 shares are designated as Series C-1 convertible
              preferred stock,

         -    16,500,000 shares are designated as Series C-2 convertible
              preferred stock,

                                      II-1
3

         -    18,500,000 shares are designated as Series C-3 convertible
              preferred stock, and

         -    96,525,000 shares remain to be designated.

         As of December 31, 2000, there were 19,394,405 shares of common stock,
26,850,000 shares of Series A preferred stock, 3,125,000 shares of Series A-1
preferred stock, 29,997,517 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 or
Series C-3 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 or Series C-3
preferred stock outstanding, holders of common stock will be entitled to receive
dividends or other distributions declared by the board of directors. The right
of the board of directors to declare dividends, however, is subject to the
availability of sufficient funds under Delaware law to pay dividends.

         Liquidation Rights. In the event of the dissolution of NuVox, common
stockholders will share ratably in the distribution of all assets that remain
after NuVox pays all of its liabilities and satisfies its obligations to the
holders of any preferred stock, as described below.

         Preemptive and Other Rights. Except as provided under the stockholders'
agreement described below, holders of common stock have no preemptive rights to
purchase or subscribe for any stock or other securities of NuVox. In addition,
there are no conversion rights or redemption or sinking fund provisions with
respect to the common stock.

Preferred Stock

         The board of directors is authorized to issue shares of preferred stock
from time to time, without stockholder approval, in one or more series. Subject
to the requirements under Delaware law, the board has the authority to fix the
designations, preferences and rights of additional preferred stock, including
the following

         -    the designation and number of shares up to the maximum authorized
              by the amended and restated certificate of incorporation,

         -    dividend rates and preferences,

         -    voting rights,

         -    conversion and exchange rights,

         -    terms of redemption, including redemption prices,

         -    sinking fund provisions,

         -    liquidation rights and preferences, and

                                      II-2
4

         -    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 preferred shares 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 and Series C-3
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 and
Series C-3 preferred stock held by the holder are then convertible. The holders
of the Series A, Series A-1, Series B, Series C-1, Series C-2 and Series C-3
preferred stock and common stock will vote together as a single class on all
matters as to which such holders are entitled to vote, except when voting
separately by class is required by Delaware law.

         Dividends. No cash dividends may be declared or paid upon the Series A,
Series A-1, Series B, Series C-1, Series C-2 or Series C-3 preferred stock.

         Conversion Rights. Each outstanding share of the Series A, Series A-1,
Series B, Series C-1, Series C-2 and Series C-3 preferred stock is convertible
at any time at the option of the holder into that number of whole shares of
common stock as is equal to the stated liquidation preference for the particular
series of preferred stock divided by an initial conversion price of

         -    $3.00, with respect to the Series A preferred stock,

         -    $4.00 with respect to the Series A-1 preferred stock,

         -    $7.00, with respect to the Series B preferred stock,

         -    $2.17 with respect to the Series C-1 preferred stock,

         -    $3.39 with respect to the Series C-2 preferred stock and

         -    $3.84 with respect to the Series C-3 preferred stock, as the case
              may be.

         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 Series A, Series A-1, Series B, Series C-1,
Series C-2 and Series C-3 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, subject to limited exceptions and to the
following conditions:

         -    the public offering price per share of the common stock, prior to
              underwriters' discounts and expenses, must be at least $12.00, 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.

         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

                                      II-3
5

         -    upon conversion of shares of Series A, Series A-1, Series B,
              Series C-1, Series C-2 or Series C-3 preferred stock,

         -    to officers, directors, employees, consultants or advisers of
              NuVox pursuant to stock option or stock purchase plans, warrants
              or agreements from time to time approved by the board of
              directors,

         -    upon the issuance or exercise of NuVox's $6.00 common stock
              warrants, which expire on November 1, 2001, and $10.25 common
              stock warrants, which expire on November 1, 2002, or

         -    in connection with board-approved acquisitions.

         Redemption Provisions. NuVox may not redeem the Series A, Series A-1,
Series B, Series C-1, Series C-2 or Series C-3 preferred stock at any time,
except pursuant to the terms of an agreement between NuVox and the holder or
holders of such 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, 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 $3.00,
$4.00, $7.00, $2.17, $3.39 and $3.84 per share, respectively. These liquidation
preference amounts will be adjusted for any stock dividends, combinations or
splits with respect to NuVox's capital stock. These series of preferred stock
will also be entitled to the greater of

         -    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

         -    an amount such holders would have received if they had converted
              their preferred stock into common stock immediately prior to the
              liquidation.

         After receiving the per share liquidation preference, holders of the
Series A, Series A-1, Series B, Series C-1, Series C-2 or Series C-3 preferred
stock will have no right or claim to NuVox's remaining assets and funds, if any.

Stockholders' Agreement

         All NuVox stockholders are parties to a stockholders' agreement by and
among NuVox and its stockholders. The stockholders' agreement provides the
holders preemptive rights and sets forth restrictions on the transferability of
their shares. These rights and restrictions will exist until NuVox completes an
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. A copy of the
stockholders' agreement is incorporated by reference as an exhibit to this
registration statement.

         Preemptive Rights. The stockholders' agreement affords preemptive
rights to the holders of NuVox's common stock and preferred stock. Subject to
exceptions, if NuVox issues or sells any equity securities, or securities
convertible into or containing any options or rights to acquire any equity
securities, NuVox will first offer to sell to the stockholders who are parties
to the agreement an aggregate of 80% of those securities. Within 35 days of
receiving notice of such offer from NuVox, each stockholder may then purchase an
amount of the offered securities based on the percentage of all outstanding
stock of NuVox then held by the stockholder, on a fully diluted basis. Each
stockholder will

                                      II-4
6

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 preferred stock or
any shares of stock issued upon conversion of or with respect to such stock, the
selling stockholder must first offer the shares to NuVox and the other
stockholders. If terms cannot be agreed upon with NuVox or the other
stockholders in 30 days, the selling stockholder may then offer the shares to a
third party, but at terms no less favorable to the selling stockholder than
those terms offered to NuVox and the other stockholders. Such restrictions will
not apply to transfers to "affiliates," transfers pursuant to a "public sale" or
a "capital transaction," as each of these terms is defined in the stockholders
agreement, or transfers pursuant to a distribution to a stockholder's partners,
members or stockholders.

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

         Supermajority Vote Requirement. The affirmative vote of the holders of
66 2/3% of the outstanding common stock and preferred stock of NuVox, voting as
a single class, is required for the authorization of any additional class of
capital stock or an increase in the number of shares of authorized capital
stock. This supermajority vote is also required for approval of the sale of
NuVox, whether by merger, consolidation, sale of stock or assets or otherwise.

Registration Rights Agreement

         All NuVox stockholders are parties to a registration rights agreement
by and among NuVox and its stockholders. Pursuant to the registration rights
agreement, holders of common and preferred stock have rights to register under
the Securities Act the common stock they own or which are issuable upon
conversion of their shares of preferred stock. A copy of the registration rights
agreement is incorporated by reference as an exhibit to this registration
statement.

         Demand Registration. Holders of not less than 20% of the total number
of outstanding shares of preferred stock or common stock, including common stock
issuable upon conversion of preferred stock or issuable upon the exercise of any
outstanding warrants or options, may demand that NuVox register the resale of
the number of shares of stock that holders then desire to sell. Holders may make
this demand at any time after the earlier of November 18, 2002 or the effective
date of NuVox's initial public offering of common stock. In any request for a
demand registration prior to NuVox's initial public offering, the proposed
public offering price must be at least $15.00 per share and the proposed
aggregate proceeds to the stockholders and NuVox must be at least $30,000,000.
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

                                      II-5
7

options, may demand that NuVox register the resale of the number of shares of
its common stock that such holders then desire to sell on SEC Form S-3 or any
successor form. In any request for a demand registration on SEC Form S-3 or any
successor form thereto, the proposed aggregate public offering price must be at
least $5 million.

         Piggyback Registration. If NuVox proposes to register any of its equity
securities or securities convertible into equity securities under the Securities
Act of 1933, other than a registration for an employee plan or an acquisition,
the holders of the outstanding preferred stock and common stock will be entitled
to notice of the proposed registration and the opportunity to include a resale
of their shares of common stock in the registration. The holders of preferred
stock must convert their shares of preferred stock to common stock prior to the
effectiveness of the registration.

         Restrictions. In the event the managing underwriter of any underwritten
offering initiated by NuVox for its own account determines that the amount of
stock included in any such registration should be limited, the number of shares
included by holders may be limited to the amount determined by the managing
underwriter. The registration rights agreement contains provisions restricting
sales of any equity securities of NuVox, except securities sold as part of the
offering, during the period commencing on the seventh day prior to, and ending
on the ninetieth day, or later, if so required by the managing underwriter,
following the effective date of any underwritten offering.

         Expenses and Indemnification. The registration rights agreement
requires NuVox, in connection with the first two demand registrations and each
piggyback registration, to pay all registration and filing fees and expenses,
printing expenses, fees and disbursements of counsel for NuVox, one counsel
representing all of the holders of the stock included in the registration and
the accountants for NuVox and some other expenses. The registration rights
agreement also contains customary cross-indemnification by NuVox and the holders
of the stock included in the registration for liabilities arising under the
Securities Act of 1933 as a result of any registration.

Employee Shareholders Agreement

         All employees of NuVox who own NuVox common stock are parties to a
shareholders agreement, by and between NuVox and the shareholders named therein.
This agreement governs the transfer of the shareholders' shares, the re-purchase
by NuVox of NuVox shares and contains confidentiality and non-solicitation
provisions. A copy of the shareholders agreement is incorporated by reference as
an exhibit to this registration statement.

         Restrictions on Transfer. To sell shares of common stock to a party
other than NuVox, a shareholder must give 30 days prior written notice. NuVox
will then have a 60 day option to purchase all of the shares, and after this
period, the other common shareholders will have a 90 day option to purchase a
proportionate number of all of the shares offered. The shareholders may transfer
their shares to or for the benefit of family members if the board of directors
approves, the consideration does not exceed the original payment for the shares,
and other conditions are met.

         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.

                                      II-6
8

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.

         Termination of Employment. Upon the death of a shareholder, the
shareholder's estate has a 180 day option to sell, and NuVox has a 180 day
option to buy, all of the deceased shareholder's shares. Upon the disability of
a shareholder, the shareholder has the option to sell, and NuVox has the option
to buy, all of the disabled shareholder's shares. If the shareholder's estate or
the disabled shareholder exercises the option on the same day as NuVox, NuVox's
option controls.

         The purchase price for the shares pursuant to an option granted upon
death or disability will be

         -    for the shareholder's or shareholder's estate's option to sell,
              the greater of the fair market value, as determined by the board
              of directors, or the latest price per share at which the shares
              were traded in an arm's-length transaction, and

         -    for NuVox's option to purchase, the appraised value of NuVox
              divided by the number of issued and outstanding shares owned by
              the parties to the agreement.

         Upon the termination of an employee shareholder's employment for any
reason other than death or permanent disability, NuVox will have the option to
purchase all of the shareholder's shares. The purchase price for the shares will
be

         -    upon termination for cause, the lesser of the fair market value,
              as determined by the board of directors, or the book value per
              share of NuVox as determined as of the end of the prior fiscal
              year, and

         -    upon any other termination of employment, the greater of the fair
              market value, as determined by the board of directors, or the
              latest price per share at which shares were traded in an arm's
              length transaction.

         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.

                                      II-7
9

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.

         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.

                                      II-8
10

         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

                                      II-9
11

                by reference in the Registration Statement;

         2.     That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;

         3.     To remove from  registration by means of a  post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering;

         4.     That, for purposes of determining any liability under the
Securities Act, each filing of NuVox's annual report pursuant to Section 13(a)
or Section 15(d) of the Exchange Act that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such new
securities at that time shall be deemed to be the initial bona fide offering
thereof; and

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

                                     II-10
12

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chesterfield, State of Missouri on the 30th day of
March, 2001.

                                   NuVox, Inc.

                                   By:      /s/ David L. Solomon
                                      ------------------------------------------
                                            David L. Solomon
                                            Chief Executive Officer and Chairman

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

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated on the date indicated.
NAME                                        TITLE                               DATE
                     ----                                        -----                               ----
/s/ David L. Solomon                Chief Executive Officer, Chairman of            March 30, 2001
      ---------------------------------         the Board and Director
               David L. Solomon

            /s/ Michael E. Gibson               Senior Vice President and Chief                 March  30, 2001
      ---------------------------------         Financial Officer (Principal Accounting
              Michael E. Gibson                 Officer and Principal Financial Officer)

            /s/ G. Michael Cassity              Director                                        March  30, 2001
      ---------------------------------
              G. Michael Cassity

            /s/ John P. Denneen                 Director                                        March  30, 2001
      ---------------------------------
               John P. Denneen

            /s/ Charles S. Houser               Director                                        March  30, 2001
      ---------------------------------
              Charles S. Houser

            /s/ Watts Hamrick                   Director                                        March  30, 2001
      ---------------------------------
                Watts Hamrick

            /s/ Michael R. Hannon               Director                                        March  30, 2001
      ---------------------------------
              Michael R. Hannon
II-11
13
Director                                        March    , 2001
     -----------------------------------
            William Laverack, Jr.

                                                Director                                        March    , 2001
     -----------------------------------
                Byron D. Trott

           /s/ Jack Tyrrell                     Director                                        March  30, 2001
     -----------------------------------
                 Jack Tyrrell
II-12
14

                                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 Certificate of
                          Incorporation, incorporated herein by reference to
                          Exhibit 3.2 to the 2000 Form 10-K.

           4.3            By-laws, as amended as of March 21, 2000, incorporated
                          herein by reference to Exhibit 3.2 to the
                          regristrant's Registration Statement on Form S-4
                          (File No. 333-41040) (The "Form S-4").

           4.4            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.

           4.5            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.

           4.6            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.

           5.1            Opinion of Bryan Cave LLP.

           23.1           Consent of KPMG LLP.

           24.1           Power of attorney (included on signature page).

           99.1           NuVox, Inc. 1998 Stock Incentive Plan, as amended,
                          incorporated herein by reference to Exhibit 10.4 to
                          the Form S-4.

           99.2           NuVox/TriVergent Corporation Employee Incentive Plan,
                          incorporated herein by reference to Exhibit 10.6 to
                          the 2000 Form 10-K.

                                     II-13