20130806Application.pdf

ROCKER &
ATTORN EYS
107 Wcst Michigrn Aveouc. Fourth Flnor
T269.38r.8893 I F259.38t.4855
i
C Cnoc
AT LAW
KER
il
PATRICK D. CROCKER
[e-mail]
August 5,2013
Jean Jewell, Commission Secretary
Idatro Public Utilities Commission
Statehouse
472 West Washington Street
Boise, lD 83702
RE: BCN TELECOM,INC.
Dear Ms. Jewell:
NLtl-1 -t
Enclosed herewith for filing with the Commission, please find an original and thrce (3) copies of
the above captioned Corporation's Application for Authority to Provide Resold and Facilities-
based Local Exchange within the State of Idaho.
In addition, enclosed is a duplicate copy of this letter. Please date-stamp the duplicate and retum
it to me in the enclosed stamped, self-addressed envelope.
Any questions concerning this filing should be directed to the undersigned at [phone] or
patrick@crockerlawfi rm. cqm.
The Kalamazoo Building I K.alarnnzpo, Michigan 49007
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
In the Matter of the Application of
BCN TELECOM,INC.
For a Certificate of Public Convenience and
Necessity to Provide Facilities-based and
Resold [.ocal Exchange Services in the State of
Idaho
PUC Docket No:
tvul-T-t3*t>t
APPLICATION FOR AUTHORITY TO PROVIDE
RESOLD AI\D FACILITIES.BASED LOCAL EXCIIANGE
TELECOMMUNICATIONS SERVICES
BCN TELECOM, INC. ("App1icant") hereby applies to the Idaho Public Utilities
Commission ("Commission") for a Certificate of Public Convenience and Necessity to provide
facilities-based and resold local exchange and interexchange services within the State of Idaho
pursuant to Title 62 of the Idaho Code and IDAPA 31.01.01.11L. In support thereof, Applicant
provides the following information:
PROPOSED SERVICES
Applicant proposes to provide resold and facilities-based local exchange services throughout
the State of Idaho in the territories of Qwest. Applicant has no current plans to build facilities.
Applicant will market services to business and residential customers. Applicant intends to provide
the proposed services either using the services and facilities of other facilities-based carriers and/or,
where economical, by obtaining access to the UNE-Platform of the incumbent local exchange carier.
Specific types of services include but will not be limited to Two Way I-ocal Linesffrunks, Direct
Inward/Outward Dialing Options, [.ocal Calling, and access to 911 Emergency Services.
Applicant notified the Commission of its intent to provide 1+ interexchange
telecommunications service and the Commission accepted the tarifffiled as of December 27,200L.
FORM OF BUSINESS
Name. Address and Form of Business
BCN TELECOM,INC.
550 Hills Drive, Suite 110, 1st Floor
Bedminster, NJ 07921
Applicant is not a sole proprietorship.
Applicant is not a partnership.
Applicant is a corporation;
1.
b.
c.
d.
2.
J.
a short statement of the character of public service in which it may
engage,
Applicant intends to provide telecommunication services as a
local exchange service provider selling services on a wholesale
and retail basis.
the name of the state in which it is organized,
Applicant is incorporated under the laws of the State of New
Jersey.
its principal business address and
BCN TELECOM,INC.
550 Hills Drive, Suite 110, lst Floor
Bedminster, NJ 07921
its principal business address within Idaho,
BCN TELECOM,INC.
550 Hills Drive, Suite 110, 1st Floor
Bedminster, NJ 07921
a certified copy of its articles of incorporation,
A copy of Applicant's Articles of Incorporation is attached as
Exhibit A.
4.
5. if not incorporated in Idaho, a certificate of good standing issued by
the Secretary of State, and
A copy of Applicant's Certificate of Good Standing from the
Idaho Secretary of State is attached as Exhibit B.
6. name and address of registered agent for service in Idaho.
Corporation Service Company
1401 Shoreline Drive, Suite 2
Boise,ID 83702
2. If a corporation, the names and addresses of the ten common stockholders of
applicant owning the greatest number of shares of common stock and the number of
such shares owned by each, as follows:
Telecom Acquisition Company, LLC l00%o
550 Route 2W-206r2'd Floor
Bedminster, NJ 07921
3. Names and addresses of the officers and directors of applicant.
Richard M. Boudria President/CEO/Director
550 Hitls Drive, Suite 110, l't Floor
Bedminster, NJ 07921
Claudia trC Tiger
(same as above)
Richard G. Schmeling
(same as above)
Richard M. Boudria
(same as above)
Thomas McCrosson
(same as above)
Secretary
Treasurer
Director
Director
4. Name and addresses of any corporation, association, or similar organization holding a
57o or greater ownership or a management interest in the applicant. As to the
ownership, the amount and character of the interest must be indicated. A copy of any
management agreement must be attached.
Telecom Acquisition Company,LLC l00%o
550 Route 202-206,2od Floor
Bedminster, NJ 07921
5. Names and addresses of subsidiaries owned or controlled by applicant.
Applicant does not have any affiliates providing telecommunication
services.
6. Correspondence pertaining to this Application should be directed to Applicant's
counsel:
Patrick D. Crocker
Crocker & Crocker
The Kalamazoo Building
107 W. Michigan Ave,4th Floor
Kalamazoo, MI 49007
Phone:
Fax:
[phone]
(269) 381-48ss
1.
E-mail: [e-mail]
TELECOMMUNICATIONS SERVICE
The date on which applicant proposes to begin construction or anticipates it will
begin to provide service.
Applicant anticipates it will begin to provide service shortly after obtaining
authorization. It anticipates that it will enter into the appropriate
interconnection and service arrangements with Qwest Corporation ("Qwest")
or other certificated facilities-based carriers to offer services.
A written description of customer classes and customer service[s] that the applicant
proposes to offer to the public.
Applicant proposes to offer all forms of intrastate telecommunications services
including: Basic Residential Exchange Service (Local Exchange Flat Rate,
Measured Rate Service, and operator assistance); Residential Custom Class
Features (call waiting, caller ID, call forwarding, etc.); Adjunct Provider
Features (voice Message, etc.) and Residential Ancillary Services (91L, directory
listing, directory assistance, etc.)
Applicant understands the importance of effective customer service for local
service customers. Applicant's toll free customer service telephone number will
be available from Monday-Friday from 8 a.m. to 6 p.m., by dialing 1-800-768-
2852.
,)
SERVICE TERRITORY
1. A description sufficient for determining whether service is to be offered in a
particular location; and the names of all incumbent local exchange corporationswith
whom the proposed utility is likely to compete.
Applicant intends to offer service in the geographic areas currently served by
Qwest Communications. Applicant will mirror the basic local calling areas of
the incumbent local exchange companies.
2. Written description of the intended manner of service, for example, resold services or
facilities based. A general description of the property owned or controlled by
applicant.
Applicant proposes to provide resold and facilities-based local exchange services
through the combination of its own and/or leased facilities and the resale of
other carrier's facilities and network elements. Applicant intends to offer
service upon certification and approval of its interconnection agreements.
3. A statement describing with whom the applicant is likely to compete.
Applicant will compete with other certificated local competitive local exchange
carriers in Idaho.
4. A description of the property owned by the applicant clarifies the applicant's
proposed services and operation.
Applicant does not own property related to its services and operation in Idaho.
FINANCIAL INFORMATION
Applicant's financial statements are attached hereto as Exhibit C.
"ILLUSTRATIVE" TARIFF FILINGS
Proposed initial tariff and price sheets setting forth rates, rules, terms, and regulations
applicable to the contemplated service.
Attached hereto as Exhibit D, Applicant submits an illustrative tariffcontaining rates,
rules, terms and regulations.
CUSTOMER CONTACTS
1. Contact information for the applicant.
1.
The name, address, and telephone number and electronic mailing addresses
(if available) of the person(s) responsible for consumer inquiries and
complaints from the public.
Kelly McKinlay
BCN TBLECOM,INC.
550 Hills Drive, Suite 110, lst Floor
Bedminster, NJ 07921
800-768-2852
[e-mail]
A toll-free number for customer inquiries and complaints.
1-800-768-28s2
The name, number and electronic mailing addresses (if available) of the
person(s) designated as a contact for the Commission Staff for resolving
complaints, inquiries and matters concerning rates and price lists or tariffs.
Kelly McKinlay
BCN TELECOM,INC.
550 Hills Drive, Suite 110, 1st Floor
Bedminster, NJ 07921
800-768-28s2
[e-mail]
INTERCONNECTION AGREEMENTS
Statements of whether the applicant has initiated interconnection negotiations. If yes,
then when and with whom.
Applicant has not yet initiated interconnection negotiations but intends to
request negotiations with QWEST in the near future.
COMPLIANCE WITH COMMISSION RULES
Awritten statement that the applicant has reviewed all of the Commission rules and
agrees to comply with them, or request for waiver of those rules believed to be
inapplicable.
Applicant has reviewed all of the Commission rules and agrees to comply with
them.
1.
1.
ESCROW ACCOUNT FOR ADVANCE DEPOSITS
If a company requires advance deposits by its customers, the company must submit a
signed copy of an escrow account with a bonded escrow agent or a security bond.
The escrow or bond shall be sufficient to meet customer deposit refunds in case of
company default.
Applicant will not require deposits or require advance payments from
Customers and therefore respectfully requests a wavier of the Commission
Escrow Account and/or Security Bond requirement.
WHEREFORE, BCN TELECOM, INC. requests that the Idaho Public Utilities Commission
approve the request authority to provide facilities-based and resold local exchange and interexchange
telecommunications services in Idaho.
Patrick D.
Crocker &
The Kalamazoo Building
107 W. Michigan,4th Floor
Kalamazoo, MI49007
269-381-8893
269-381,-4855 (fax)
VERIFICATION
Richard M. Boudria, President of BCN TELECOM, INC., first being duly sworn on oath,
deposes and says that he has read the foregoing Application and verifies that the statements made
therein are true and correct to the best of his knowledge, information and belief.
The foregoing instrument was acknowledged before me this /5 aay d JU lq----J-
2013,by Richard M. Boudria.
Notary Public / t
County ofSorne-€se7
i;y"r":#,#"{Kf,1!,,6n . tc z 2 4 r o t {
Richard M.
President
EXHIBIT A
Articles of Incorporation
!l
l.ll2 P,002/002 f-67t
,i&',lzYt
t0l6tr-{ti97
CERTTTTCATE OF AIUENDMENTor
.eiir-ortg.brr nNu x!.s'tArt l, r..L;l('r'r4'l(41'$ Ort' JNCor
NUriIErICOlld,rNC,
EESOLVED, tbat ARIICLE I ir hereby ancsdcd end rcsared ia lts
odmryas&llours:
.'AIUICLE I. SORPOBATE NAME
thenauo of&c Corpontiou is BCN ?elecon, Inc.,
Ihc total numbcr ofsbs,es etlded to.vore on fie amcadacnrs was 2"500.
4. Tbgausbcrof sbgcs votiuC forths auendrrcnt vras 21500 aod 0 slares
wa[c votld rgainsr sueh aE€odEeOL
5. Ths cffcaivo dtto ofthi Catificate of&r@dnedt ro Aracoaied andRestarcd Cerdfiosdo ofXncorporation sh?ll te fcbmary 16, ZOO4:
Drt"d tho !*day of Janrary 2004.
By:
i)
FITED
JtN 28 mt
,ffi
hrsrran to thoprovisious ofScdioa l4A:9-441ud t4c9-4(3) of &c Ncw Jasey
Stanuer.Auot$ed, thouudmigoed corpordioa executes &e fotloptng Cemifcate of,
Au€admot to iu Arocodcal aud Bestatd Cari6caw oflncorporadon;
1. ltc narnc ofdrc cocporadou. is NUI Telecoro. Iuc, (the "Corporaiorf).
2, TtsftUowingaucadnenttotbc Corpoation's Ancadcd aqd R $ated
Ccrdficarc oflacor?grarion uar afprovcd by at lcast * mqiority of dircctorc of the Corporction
Ed &a'rcaftcrduly adoptctlby&c mrpimous writtsn sgs5psg ell ofrlg hold€ss of ghaes catitlcd
to yofc rhcf€ou onftauary n,2004, cucL rrrrjnco coasotic Eldwiththsniaures oftbc
procectliogs of tbc phrycholdlrs,
tr'ILEI)
TO: Secretary of State
Sute ofNew Jersey
CERTIFICATE PURSUANT TO N.J.S.A- 14A:9-5
BY INTERNATIONAL TELEPIIONE GROUP, INC. ffB ZZ A000
.ui Strto&ea$s€r
t a .."-
Pursuant to the provisions ofN.J.S.A. l4A:9-5 ofthe New Jersey Business Corporation Acfithe
undersigned Corporation certifies that:
l. The name of the Co;poration is Intornational Telephone Gioup, Inc. to be changed
by the attached Restated and Amended Certificate of lncorporation to'NUI Telecom,Inc."
2. The attached Restated and Amended Certificate of trncorporation was approved by
the Directors of the Corporation and thereafter duly adopted by the shareholders of the
Corporation on the date hereof.
3. The total number of shares entifled to vote was94.9375. The number of shares
voting for such amendment was 94.9375. The number of shares voting against such amendment
is 0.
4. The Amended and Restated Certificate of Incorporation shall be effective as of
February 22,2000.
DArED: A lt tlo"
NUI Telecom, Inc.
formerly International Telephone Group, Inc.
,rrMr
JohnKean, Jr.
Chairman
uUcgrluTG\Ccrtiflcrrc Rrsuant to NJSA
AMENDED AIYD RESTATED
CERTIHCATE OF INCORPORATION
or'
NUI TELECOM,INC.
ARTICLE I. CORPORATE NAME
The name of the Corporation is NUI TELECOM, INC.
ARTICLE II. REGISTERED OFTICE
The address of the Corporation's registered ofEce in the State of New Jersey is 1300
Mount Kemble Avenue, Morristown, New Jersey 07960. The name of the registered 4gent of the
Corporation at such address is Richard M. Boudria.
ARTICLE III. CORPORATE PURPOSE
The Corporation is organized to engage in any lawful act or activity for which
corporations may be organized under the New Jersey Business Corporation Act.
ARTICLE IV. AUTHORIZED SIIARES
The total number of shares of stock which the Corporation is authorized to issue is two
thousand five hundred (2,500) shares of common stock, having no par value.
ARTICLE V. CORPORATE POWERS
The Corporation shall have and exercise all powers and privileges now or subsequently
conferred by the laws of the State ofNew Jersey, including without limitation.all powers
u:\lcgal\ig\Amended Rpsurcd Cert of Incorp.doc
necessary or appropriate for the accomplishment of the stated purposes for which the
Corporation is organized.
ARTICLE VI. BOARD OF DIRECTORS
There are five (5) Directors of the Corporation. Their names and addresses are:
John Kean, Jr.
550 Route 2021206
P.O. Box 760
Bedminster, New Jersey 07921
A. Mark Abramovic
550 Route 2021206
P.O. Box 760
Bedminster, New Jersey 07921
James R. VanHom
550 Route 2021206
P.O. Box 760
Bedminster, New Jersey 07921
Robert Lurie
550 Route 2021206
P.O. Box 760
Bedminster, New Jersey 07921
Richard M. Boudria
1300 Mount Kemble Avenue
Morristown, New Jersey 07960
The number of directors shall be fixed by the byJaws, which may specifu that the number of
directors shall not be less than a specified minimum or more than a specified maximum and
provide a method for determining the actual number. The shareholders of the Corporation strall
have the authority to elect or remove any or all of the directors with or without cause on the
affirmative vote of a majority of the votes case by the holders of shares entitled to vote for the
election of directors.
2
ARTICLE VII. MEETINGS
Any action required or permitted to be taken by the shareholders of the Corporation must
be effected at an annual or special meeting of shareholders of the Corporation or may be taken
without a meeting if all the shareholders entitled to vote thereon consent thereto in writing.
Except as otherwise required by law and subject to the rights of the holders of any class or any
series of prefened stock having a preference over the common stock as to dividends or upon
liquidation, special meetings of shareholders of the Corporation may be called only by the Board
of Directors pursuant to a resolution adopted by a majority of the total number of authorized
Directors (whether or not there exist any vacancies in previously authorized directorships at the
time any such resolution is presented to the Board for adoption).
ARTICLE VII. CORPORATE BY.LAWS
Except as set forth in the final sentence of this subsection, the By-Laws of the
Corporation may be altered, amended or repealed by the affirmative vote of a majority of the
entire Board of Directors then in office. The By-Laws of the Corporation may also be altered,
amended or repealed by the shareholders, but only by an affrmative vote of the holders of at
least 75 percent of all the then-outstanding shares of the voting stock, voting together as a single
class. Any By-Law may provide that it may only be altered, amended or repealed by the
affirmative vote of the holders of at least 75 percent of all the then-outstanding shares of the
voting stock, voting together as a single class, in which event such By-Law may only be altered,
amended or repealed by zuch vote.
ARTICLE TX. NO PERSONAL LIABILITY/INDEMMFICATTON
OT'CORPORATE AGENTS
(a) A Director or officer of the Corporation shall not be personally liable to the
Corporation or its shareholders for monetary damages for breach of fiduciary duty as Director or
officer, as the case may be, except to the extent that such exemption from liability or limitation
of liability is not permitted under the New Jersey Business Corporation Act as cunently in effect
or as subsequently amended. No amendment to or repeal of this Article IX and no amendment to
or repeal or termination of effectiveness of any law permitting the exemption from or limitation
of liability provided for in this Article IX shall apply to or have any effect on the liability or
alleged liability of any Director or officer for or with respect to any acts or omissions of that
director or officer occuring prior to such amendment, repeal or termination of effectiveness.
(bXl) Right to Indemnification. Eachperson who was or is made aparty or is threatened
to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal,
administative or investigative (hereinafter a "proceeding"), by reason of the fact that such
person or anyone for whom such person is the legal representative, is or was a Director or officer
of the Corporation or is or was serving at the request of the Corporation as a Director, officer,
employee or agent of another corporation or of a parhrership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether the basis of such
proceeding is alleged action or inaction in an offrcial capacity as a Director, officer, employee or
agent or in any other capacity while serving as a Director, officer, employee or agent shall be
indemnified and held harmless by the Corporation to the fullest extent authorized by the New
Jersey Business Corporation Act or any other law, as the same exists or may hereafter be
amended (but in the case of any such amendment only to the extent that such amendment
4
pennits the Corporation to provide broader indemnification righr than said law permitted the
Corporation to provide prior to such amendment), against all expense, liability and loss
(including attorney's fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or
to be paid in settlement) reasonably incurred or suffered by such person in connection therewith
and such indemnification shall continue as to a person who has ceased to be a Director, officer,
employee or agent and shall inure to the benefit of his or her heirs, executors and adminishators;
provided, however, that, except as provided in this paragraph (b), the Corporation shall
indernnifu any such person seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the
Board of Directors of the Corporation. The right to indemnification conferred in this paragraph
(b) shall be a contract right and shall include the right to be paid by the Corporation the expenses
incurred in defending any such proceeding in advance of its final disposition; provided, however,
that, if the New Jersey Business Corporation Act requires, the payment of such expenses
incurred by a Director or officer in his or her capacity as a Director or ofEcer of the Corporation
(and not in any other capacity in which service was or is rendered by such person while a
Director or officer, including, without limitation, service to an employee benefit plan) in advance
of the final disposition of a proceeding, shall be made only .upon delivery to the Corporation of
an undertaking, by or on behalf of such Director or officer, to repay all amounts so advanced
unless it shall ultimately be determined that such Director or officer is entifled to be indemnified
under this Section or otherwise. The Corporation may, by action of its Board of Directors,
provide indemnification to employees and agents of the Corporation with the same scope and
effect as the foregoing indemnification of Directors and officers.
(2) Right of Claimant to Bring Suit. If a claim under subparagraph (bxl) is not paid in
full by the Corporation within 30 days after a written claim has been received by the
Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover
the unpaid amount of the claim and, if successful in whole or part, the claimant shall be entitled
to be paid also the expense (including, without limitation, reasonable attorney fees) of
prosecuting such claim. It shall be a defense to any such action (other than an action brought to
enforce a claim for expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been tendered to the
Corporation) that the claimant has not met the standards of conduct which make it permissible
under the New Jersey Business Corporation Act for the Corporation to indemniff the claimant
for the amourt claimed, but the burden of proving such defense shall be on the Corporation.
Neither the failure of the Corporation (including its Board of Directors, independent legal
counsel, or its shareholders) to have made a determination prior to the commencement of such
action that indemnification'of the claimant is proper in the circumstances because the claimant
has metthe applicable standard of conduct set forth in the New Jersey Business Corporation Act
nor an actual determination by the Corporation (including its Board of Directors, independent
legal counsel, or its shareholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the claimant has not met the
applicable standard of conduct.
(3) Non-Exclusivity of Rights. The right to indemnification and the payment of expenses
incurred in defending a proceeding in advance of its final disposition conferred in this paragraph
(b) shall not be exclusive of any other right which any person may have or hereafter acquire
urder any stahrte, provision of the Certificate of Incorporation, by-law, agreement, vote of
shareholders or disinterested Directors or otherwise
(4) Insurance. The Corporation may maintain insurance, at its expense, to protect itself
and any Dircctor, officer, employee or agent of the Corporation or another corporation,
partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether
or not the Corporation would have the power to indemniff such person against such expense,
liability or loss rurder the New Jersey Business Corporation Act.
ARTICLE X. AMENDMENTS
The Corporation reserves the right to amend and repeal any provision contained in this
Certificate of lncorporation in the manner prcscribed by the laws of the State of New Jersey. All
rights herein confened are granted subject to this reservation.
NUI Telecom, Inc.
President
EXHIBIT B
Certificate of Good Standing
IDSOS CERTTFICATE OF EXISTENCE Page I of I
State of ldaho
Office of the Secretary of State
CERTIFICATE OF EXISTENCE
OF
BCN TELECOM,INC.
File Number C-162187
I, BEN YSURSA, Secretary of State of the State of Idaho, hereby certiff that I am the custodian
of the corporation records of this State.
I FURTHER CERTIFY That the records of this office show that the above-named corporation
was incorporated under the laws of NEW JERSEY and filed to transact business in ldaho on
8129t200s.
I FURTHER CERTIFY That the corporation is in goodstanding on the records of this office.
Dated: 7 12912013 2:12 PM
{lr* r?e*^,oA-
SECRETARY OF STATE
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EXHIBIT C
Financial Statements
BGN Telecom Comoanv. lnc.
lncome Statement
For the Twelve Months Ending December 31,201 2
Actual
YTD
fotal Revenue 32,757,5O3
Total Cost of Goods Sold 19,494,81 1
Gross Margin 13,262,692
Operating Expenses
Commissions Expense 4,794,107
Net Margin 8,468,585
Payroll Expense 4,596,903
Generaland Admin Exp 3.341.5s5
Bad Debt Expense 290,675
Total Operating Expense 13.023.240
EBITDA 239,452
Depreciation & Amortization 589,395
Operating !ncome (349,943)
Other lncome (Expense)
Other Revenue L92
lnterest Expense 296,803
lncome Before lncome Taxes (646,554)
lncome Tax Provision ( 51,309 )
Net lncome (58s.24s)
Illustrative Tariff