As filed with the Securities and Exchange Commission on February 3, 2005

Registration No. 333-113937

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 10
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

FAIRPOINT COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in its Charter)

521 East Morehead Street, Suite 250
Charlotte, North Carolina 28202
(704) 344-8150
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

Shirley J. Linn, Esq.
Senior Vice President and General Counsel
FairPoint Communications, Inc.
521 East Morehead Street, Suite 250
Charlotte, North Carolina 28202
(704) 344-8150
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Approximate date of commencement of sale of the securities to the public:
As soon as practicable after this registration statement becomes effective.

        If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:  o

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

        If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

        If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

        If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.  o

        The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a) of the Securities Act of 1933, may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is declared effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED FEBRUARY 3, 2005

PROSPECTUS

25,000,000 Shares

Common Stock

        This is an initial public offering of common stock of FairPoint Communications, Inc. We anticipate that the public offering price per share of common stock will be between $18.00 and $20.00.

        Our common stock has been approved for listing on the New York Stock Exchange under the trading symbol "FRP", subject to official notice of issuance.

        Investing in our common stock involves risks. See "Risk Factors" beginning on page 10.

        Certain of our stockholders have granted the underwriters an option to purchase up to 3,750,000 additional shares of common stock at the public offering price, less the underwriting discount, within 30 days from the date of this prospectus to cover over-allotments, if any. We will not receive any of the proceeds from any sale of shares by the selling stockholders.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

        The underwriters expect to deliver the shares of common stock to purchasers on or about                        , 2005.

The date of this prospectus is                        , 2005.

Table of Contents

Prospectus Summary

        The following is a summary of the principal features of this offering of common stock and should be read together with more detailed information and financial data and statements contained elsewhere in this prospectus.

Our Company

Overview

        We are a leading provider of communications services to rural communities, offering an array of services, including local and long distance voice, data, Internet and broadband product offerings. We are one of the largest telephone companies in the United States focused on serving rural communities, and we are the 17th largest local telephone company, in each case based on number of access lines. We operate in 17 states with approximately 272,691 access line equivalents (including voice access lines and digital subscriber lines) in service as of September 30, 2004.

        We were incorporated in February 1991 for the purpose of operating and acquiring incumbent telephone companies in rural markets. We have acquired 30 such businesses, 26 of which we continue to own and operate. Many of our telephone companies have served their respective communities for over 75 years. The majority of the rural communities we serve have fewer than 2,500 access lines. All of our telephone company subsidiaries qualify as rural local exchange carriers under the Telecommunications Act of 1996.

        Rural local exchange carriers generally are characterized by stable operating results and strong cash flow margins and operate in supportive regulatory environments. In particular, existing state and federal regulations permit us to charge rates that enable us to recover our operating costs, plus a reasonable rate of return on our invested capital (as determined by relevant regulatory authorities). Competition is typically limited because rural local exchange carriers primarily serve sparsely populated rural communities with predominantly residential customers, and the cost of operations and capital investment requirements for new entrants is high.

Our Competitive Strengths

        We believe we are distinguished by the following competitive strengths:

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Consistent and predictable cash flows and strong margins.    We have the leading market position in the rural communities we serve, with limited competition. Demand for telephone services from our residential and local business customers has historically been very stable despite changing economic conditions. Additionally, our telephone companies operate in generally supportive regulatory environments. These factors have permitted us to generate consistent cash flows and strong margins.



•

Geographically diversified markets.    We currently operate 26 rural local exchange carriers in 17 states, clustered in four regions, enabling us to capitalize on economies of scale and operating efficiencies and enhance our cash flow stability by limiting our exposure to competition, local economic downturns and state regulatory changes.



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Technologically advanced infrastructure. Our advanced network infrastructure enables us to provide a wide array of communications services, including digital subscriber lines. As of September 30, 2004, approximately 96% of our exchanges were capable of providing broadband services.



•

Broadest service offerings in our markets. We believe that, as a result of our advanced network and switching infrastructure, we offer the only comprehensive suite of communications services in our markets, including local and long distance voice, data and Internet services.

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•

Management team with proven track record.    Our experienced management team, which has an average of 21 years of experience working with a variety of telephone companies, has successfully integrated 30 business acquisitions since 1993, improving revenues and cash flow significantly while enhancing service quality and broadening service offerings.

Our Strategy

        The key elements of our strategy are to:

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Increase revenue per customer.    We are focused on increasing our revenues by introducing innovative product offerings and marketing strategies for enhanced and ancillary services and successfully cross-selling broadband and value-added services, such as digital subscriber lines, long distance, Internet dial-up, voicemail and other services, to our customers.



•

Continue to improve operating efficiencies and profitability.    We intend to continue to increase our operating efficiencies by consolidating various administrative functions and implementing best practices across all of our regions.



•

Enhance customer loyalty.    We intend to continue to build our customer relationships by offering an array of communications services and quality customer care.



•

Grow through selective acquisitions.    We will continue to evaluate and pursue acquisitions which provide the opportunity to enhance our revenues and cash flows.

The Transactions

        Concurrently with this offering, we will enter into a new senior secured $690.0 million credit facility, which we refer to as our new credit facility, consisting of a revolving facility in an aggregate principal amount of up to $100.0 million and a term facility in an aggregate principal amount of $590.0 million. While our new credit facility will permit us to pay dividends to holders of our common stock, it will contain significant restrictions on our ability to do so. See "Dividend Policy and Restrictions" and "Description of Certain Indebtedness—New Credit Facility."

        We expect to receive gross proceeds from this offering of approximately $475.0 million, assuming an initial public offering price of $19.00 per share of our common stock, which represents the mid-point of the range set forth on the cover page of this prospectus. These proceeds, together with approximately $590.0 million in borrowings we expect to receive under the term facility of our new credit facility, primarily will be used to:

•

Repay in full all outstanding loans under our existing credit facility (approximately $185.1 million at September 30, 2004).



•

Consummate tender offers and consent solicitations for our outstanding $115.2 million aggregate principal amount of 9¹/2% senior subordinated notes due 2008, which we refer to as the 9¹/2% notes; our outstanding $75.0 million aggregate principal amount of floating rate callable securities due 2008, which we refer to as the floating rate notes; our outstanding $193.0 million aggregate principal amount of 12¹/2% senior subordinated notes due 2010, which we refer to as the 12¹/2% notes; and our outstanding $225.0 million aggregate principal amount of 11⁷/8% senior notes due 2010, which we refer to as the 11⁷/8% notes.



•

Repurchase all of our series A preferred stock (together with accrued and unpaid dividends thereon) from the holders thereof. The series A preferred stock was initially issued in May 2002 in exchange for debt of one of our subsidiaries whose operations we discontinued.



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Repay in full all of our subsidiaries' outstanding long-term debt (approximately $13.6 million at September 30, 2004).

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Repay in full a $7.0 million unsecured promissory note issued by us in connection with a past acquisition.



•

Pay fees and expenses, including tender premiums and consent payments.

        In this prospectus, we refer to this offering, our new credit facility and the transactions described above collectively as the transactions. For additional information concerning the transactions, see "The Transactions," "Use of Proceeds," "Capitalization" and "Description of Certain Indebtedness."

Our Investors

        Our issued and outstanding capital stock currently consists of series A preferred stock, class A common stock and class C common stock. The series A preferred stock is held by one of our equity sponsors and by certain former institutional lenders to one of our subsidiaries. The class A common stock is held primarily by our equity sponsors, our directors, our founders and current and former employees (which includes certain of our executive officers named in our management table). The class C common stock is held by certain institutional investors. Upon the closing of this offering, all of our shares of class C common stock will be converted, on a one-for-one basis, into shares of our class A common stock and all of our shares of class A common stock will be reclassified into shares of our common stock.

        Upon the closing of this offering, Thomas H. Lee Equity Fund and Kelso & Company will own approximately 11.8% and 10%, respectively, of our common stock. Kelso & Company and certain of our other stockholders have granted the underwriters an option to purchase up to 3,750,000 additional shares of our common stock at the public offering price, less the underwriting discount, within 30 days from the date of this prospectus, to cover over-allotments. If the over-allotment option is exercised in full, Thomas H. Lee Equity Fund and Kelso & Company will own approximately 11.8% and 0%, respectively, of our common stock.

Where You Can Find Us

        We were incorporated in New York in 1991 and reincorporated in Delaware in 1993 as MJD Communications, Inc. In April 2000, we changed our name to FairPoint Communications, Inc. Our principal offices are located at 521 East Morehead Street, Suite 250, Charlotte, North Carolina 28202 and our telephone number is (704) 344-8150. Our web site is located at www.fairpoint.com. The information on our web site is not part of this prospectus.

General Information About This Prospectus

        Throughout this prospectus, unless otherwise noted, we have assumed:

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no exercise of the underwriters' over-allotment option; and



•

that all of the outstanding 9¹/2% notes, floating rate notes, 12¹/2% notes and 11⁷/8% notes are purchased pursuant to the tender offers for such notes.

        In addition, throughout this prospectus, unless otherwise noted, share information gives effect to a 5.2773714 for 1 reverse stock split of our class A common stock and our class C common stock effected on January 28, 2005, excludes all shares of our common stock issuable upon exercise of outstanding stock options and restricted stock units and gives effect to the following transactions which will occur simultaneously with the closing of this offering:

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the conversion of all of our shares of class C common stock, on a one-for-one basis, into shares of our class A common stock;



•

the reclassification of all of our shares of class A common stock into shares of our common stock; and



•

the issuance of 473,716 shares of restricted stock to be awarded under our 2005 stock incentive plan, which shares will begin to vest on April 1, 2006 and will not be entitled to receive dividends for any period prior to April 1, 2006.

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The Offering

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Risk Factors

        You should carefully consider the information under the heading "Risk Factors," starting on page 10, and all other information in this prospectus before investing in our common stock.

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Recent Developments

        For the year ended December 31, 2004, we estimate that:

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our revenues will be $252.6 million;



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our operating expenses will be $178.5 million;



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our capital expenditures will be $36.4 million;



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our EBITDA will be $130.1 million;



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our Adjusted EBITDA will be $141.1 million; and



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our net loss will be $23.6 million and our loss from continuing operations will be $24.3 million.

        Our estimates are derived from preliminary unaudited results of operations and are subject to the completion and issuance of our year-end audited financial statements. For definitions of EBITDA and Adjusted EBITDA and the reasons we are disclosing EBITDA and Adjusted EBITDA, see "—Summary Historical and Pro Forma Financial Data," "Selected Financial Data" and "Description of Certain Indebtedness—New Credit Facility." A reconciliation of estimated unaudited net cash provided by operating activities of continuing operations to estimated unaudited EBITDA follows (in millions):

        A reconciliation of estimated unaudited EBITDA to estimated unaudited Adjusted EBITDA follows (in millions):

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Summary Historical and Pro Forma Financial Data

        The following financial information should be read in conjunction with "Selected Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated historical and pro forma financial statements and notes thereto contained elsewhere in this prospectus. Amounts in thousands, except access lines and ratios.

(1)

Information gives pro forma effect to this offering, our new credit facility, the other transactions described under "The Transactions" and the acquisition of Community Service Telephone Co., or Community Service Telephone, and Commtel Communications, Inc., or Commtel Communications, as if they had each occurred on January 1, 2003. We refer to the acquisition of Community Service Telephone and Commtel Communications herein as the Maine acquisition. The pro forma statement of operations data do not include the subsequent write-off of deferred transaction costs of $6.0 million for the abandonment of our proposed offering of income deposit securities; however, the pro forma balance sheet data include a pro forma adjustment to reflect this write-off.

(2)

Interest expense includes amortization of debt issue costs aggregating $4,018, $3,664 and $4,171 for the fiscal years ended December 31, 2001, 2002 and 2003 and $3,118 and $3,452 for the nine months ended September 30, 2003 and 2004, respectively. We prospectively adopted the provisions of SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of Liabilities and Equity," effective July 1, 2003. SFAS 150 requires us to classify as a long-term liability our series A preferred stock and to reclassify dividends and accretion from the series A preferred stock as interest expense. Such stock is now described as "Preferred Shares Subject to Mandatory Redemption" in the balance sheet and dividends and accretion on these preferred shares are now included in pre-tax income whereas previously they were presented as a reduction to equity (a dividend), and, therefore, a reduction of net income available to common stockholders. For the year ended December 31, 2003, interest expense includes $9,049 related to dividends and accretion on preferred shares subject to mandatory redemption. For the nine months ended September 30, 2003 and 2004, interest expense includes $4,440 and $14,820, respectively, related to dividends and accretion on preferred shares subject to mandatory redemption.

(3)

Income (loss) from discontinued operations reflects (i) the sale by us of all the capital stock of Union Telephone of Harford, Armour Independent Telephone Co., WMW Cable TV Co. and Kadoka Telephone Co. to the Golden West Telephone Properties, Inc. on September 30, 2003, which we refer to as the South Dakota disposition; and (ii) the discontinuation of

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our competitive local exchange carrier operations through FairPoint Carrier Services, Inc., or Carrier Services, in November 2001.

(4)

EBITDA means net income (loss) before income (loss) from discontinued operations, interest expense, income taxes, and depreciation and amortization. We believe EBITDA is useful to investors because EBITDA is commonly used in the communications industry to analyze companies on the basis of operating performance, liquidity and leverage. We believe EBITDA allows a standardized comparison between companies in the industry, while minimizing the differences from depreciation policies, financial leverage and tax strategies. We also believe that EBITDA is useful as a means to evaluate our ability to pay dividends. While providing useful information, EBITDA should not be considered in isolation or as a substitute for consolidated statement of operations and cash flows data prepared in accordance with generally accepted accounting principles. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources."

        A reconciliation of net cash provided by operating activities of continuing operations to EBITDA follows (in thousands):

Certain covenants in our new credit facility will contain ratios based on Adjusted EBITDA and the restricted payment covenant in our new credit facility regulating the payment of dividends on our common stock will be based on Adjusted EBITDA. Adjusted EBITDA for any period is defined in our new credit facility as (1) the sum of Consolidated Net Income (which is defined in our new credit facility and includes distributions from investments), plus the following to the extent deducted from consolidated net income: provision for taxes, consolidated interest expense, depreciation, amortization, losses on sales of assets and other extraordinary losses, and certain other non-cash items, each as defined, minus (2) gains on sales of assets and other extraordinary gains and all non-cash items increasing consolidated net income for the period. For a more detailed definition of Adjusted EBITDA and Consolidated Net Income, see "Description of Certain Indebtedness—New Credit Facility." If our Adjusted EBITDA were to decline below certain levels, covenants in our new credit facility may be violated and could cause, among other things, a default under our new credit facility, or result in our inability to pay dividends. These covenants are

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summarized under "Description of Certain Indebtedness—New Credit Facility." A reconciliation of EBITDA to Adjusted EBITDA is as follows (in thousands):

(5)

Total access line equivalents includes both voice access lines and digital subscriber lines.

(6)

Includes distributions relating to minority investments and passive partnership interests. We do not control the timing or the amount of such distributions. The $11.8 million in distributions received in the nine months ended September 30, 2004 includes a non-recurring distribution of approximately $2.5 million. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity."

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Risk Factors

        An investment in our common stock involves a number of risks. In addition to the other information contained in this prospectus, prospective investors should give careful consideration to the following factors. Any of the following risks could materially and adversely affect our business, consolidated financial conditions, results of operations or liquidity. In such case, you may lose all or part of your original investment. The risks described below are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business operations.

Risks Related to our Common Stock and our Substantial Indebtedness

You may not receive the level of dividends provided for in the dividend policy our board of directors will adopt upon the closing of this offering or any dividends at all.

        Our board of directors will adopt a dividend policy, effective upon the closing of this offering, which reflects an intention to distribute a substantial portion of the cash generated by our business in excess of operating needs, interest and principal payments on our indebtedness, dividends on our future senior classes of capital stock, if any, capital expenditures, taxes and future reserves, if any, as regular quarterly dividends to our stockholders. Our board of directors may, in its discretion, amend or repeal this dividend policy. Our dividend policy is based upon our directors' current assessment of our business and the environment in which we operate, and that assessment could change based on competitive or technological developments (which could, for example, increase our need for capital expenditures) or new growth opportunities. In addition, future dividends with respect to shares of our common stock, if any, will depend on, among other things, ou