20070815Application.pdf

BINGHAM
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Bingham McCutchen LLP
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ORIGINAL
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Catherine Wang
Brett P. Ferenchak
Scott D. Woods RECE\VED
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!.:J August 14 2007
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Ms. Jean D. Jewell, Secretary
Idaho Public Utilities Commission
472 West Washington Street
Boise, Idaho 83702
. Re:Sage Telecom, Inc. - Application for a Certificate of Public Convenience and
Necessity to Provide Local Exchange Telecommunications Services
Dear Secretary Jewell:
Sage Telecom, Inc. ("Sage ), by its undersigned counsel, hereby submits an
original and three (3) copies of its Application for a Certificate of Public Convenience
and Necessity to provide local exchange services in the State of Idaho ("Application
Please note that the information provided in Exhibit C is proprietary and
confidential as it contains sensitive financial information. As a result, Sage respectfully
requests confidential treatment of this information by the Commission and has filed this
information under seal. Confidential treatment of the information contained in Exhibit C
is necessary to avoid commercial and a competitive injury.
A copy of Sage s illustrative local exchange tariff attached as Exhibit D to the
Application is also enclosed on a diskette in Microsoft Word format. Please date stamp
the enclosed extra copy of this filing and return it in the self-addressed, postage paid
envelope provided. Should you have any questions concerning this filing, please do not
hesitate to contact the undersigned at [phone].
;:;;;Jb n/L
Catherine Wang
Brett P. Ferenchak
Scott D. Woods
Counsel for Sage Telecom, Inc.
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
I.-.
. "" -.
In the Matter of the Application of
Sage Telecom, Inc.
...
'r'-:''?11iUU I UU ':,r, l' '- '"'i
Docket No.\u/;,.
UTILITIES l~;;:aON
For a Certificate of Public Convenience
and Necessity to Provide Local Exchange
and Exchange Access Services St?E -=t -07-Of
APPLICATION OF SAGE TELECOM. INC.
Sage Telecom, Inc. ("Sage" or "Applicant"), by its undersigned attorneys , and pursuant
to Idaho Code 9961-526-528, IDAPA 31.01.01.111 , and Procedural Order No. 26665, hereby
applies to the Idaho Public Utilities Commission ("Commission ) for a Certificate of Public
Convenience and Necessity to authorize Sage to provide facilities-based and resold local
exchange telecommunications service in the State of Idaho.
In support of its application, Sage provides the following:
Proposed Services
Sage seeks authority to provide facilities-based and resold local exchange
telecommunications services to and from all points in the State of Idaho.
Sage will offer basic local exchange services, custom calling features , and
interexchange toll services, including toll free services , to business and residential customers.
Facilities-based local exchange service will be provided via (1) commercial wholesale
agreements with incumbents, (2) Sage s own facilities, or (3) a combination thereof. Sage
however, seeks the full range of resold and facilities-based local exchange authority so that it can
have flexibility in provisioning its services in the future. Sage will continuously monitor and
maintain a high level of control over its network on a 24-hours-a-day, 7-days-a-week basis.
Sage is currently in the process of developing its marketing strategy for the State
of Idaho. Sage will utilize a professionally trained sales force to market its services and will
comply with all Commission rules and regulations in marketing its services in the State of Idaho.
II.Form of Business
Sage is a competitive provider of local and long distance phone services and
Internet access services throughout the former territory of SBC. Sage currently is authorized to
provide such services in Arkansas, California, Connecticut, Illinois , Indiana, Kansas, Michigan
Missouri, Montana, Nevada, North Dakota, Ohio, Oklahoma, Oregon and Wisconsin.
Sage Telecom, Inc. is a corporation organized under the laws of the State of
Texas.
Sage may be reached at its principal place of business:
Sage Telecom, Inc.
805 Central Expressway South, Suite 100
Allen, Texas 75013-2789
[phone] (Tel)
[phone] (Fax)
www.sagetelecom.net
Sage does not have a principal business address in Idaho.
A copy of its Amended and Restated Articles of Incorporation is attached hereto
as Exhibit A.
Sage s authority to transact business as a foreign corporation in Idaho is attached
hereto as Exhibit B.
Sage s registered agent for service in Idaho is:
National Registered Agents, Inc.
1423 Tyrell Lane
Boise, ID 83706
7. The sole stockholder of Sage is SP Sage LLC. SP Sage LLC's address is Two
Greenwich Plaza, Greenwich, Connecticut 06830.
The Officers and Directors of Sage are:
Officers
Brian Kushner, President and CEO
John Debus, Senior Vice President, CFO and Treasurer
Jeff Seiden, Senior Vice President and COO
Robert W. McCausland, Vice President and Secretary
Directors
Ara Lovitt
Rich Parisi
Brian Kushner
Nicholas Vantzelfde
An additional Director will be appointed in the near future.
The name and address of the only entity holding a 5% or greater ownership or a
management interest in the applicant is:
SP Sage LLC
Two Greenwich Plaza
Greenwich, Connecticut 06830
10.Sage s subsidiary, Sage Telecom of Texas, LP ("Sage- TX"), is competitive
provider of local and long distance phone services and Internet access services in Texas. Sage-
TX has the same principal address as Sage.
11.Correspondence pertaining to this Application should be directed to Sage
counsel:
Catherine Wang
Brett Ferenchak
Scott D. Woods
Bingham McCutchen LLP
2020 K Street, NW
Washington, DC 20006
[phone] (Tel)
[phone] (Fax)
catherine. wang (ill bingham. com
brett. ferenchak(ill bingham. com
scott. woods (ill bingham. com
with a copy to:
Robert W. McCausland
Vice President and Secretary
Sage Telecom, Inc.
805 Central Expressway South, Suite 100
Allen, Texas 75013-2789
[phone] (Tel)
[phone] (Fax)
RMcCaus land(illsagetelecom .net
III.Telecommunications Service
Sage intends to begin providing servIce In Idaho shortly after it obtains
authorization to do so and has entered into the appropriate interconnection and servIce
arrangements with Qwest Corporation ("Qwest"
Sage proposes to provide resold and facilities-based local exchange
telecommunications services to both business and residential customers in the State of Idaho.
Sage s services will include basic local exchange service and custom calling features.
IV.Service Territory
Sage intends to provide service throughout the State of Idaho. Sage intends to
provide service in the areas served by Qwest and does not plan to provide service in areas of any
small or rural local exchange carriers. However, Sage seeks statewide authority so that it may
expand into other service areas as market conditions warrant and as additional service areas
become open to competition.
Sage will offer basic local exchange servIces and custom calling features to
business and residential customers. Facilities-based local exchange service will be provided via
(1) commercial wholesale agreements with incumbents, (2) Sage s own facilities, or (3) a
combination thereof. Sage, however, seeks the full range of resold and facilities-based local
exchange authority so that it can have flexibility in provisioning its services in the future.
Sage will compete directly with Qwest Corporation for the provision of local
exchange telecommunications services.
Sage does not currently own facilities or property in Idaho.
IV.Financial Information
Sage s success in developing innovative products and servIces and in expanding its
geographic reach has translated into impressive growth in recent years, and as such Sage is
extremely well-qualified financially to operate and expand its business. Financial information
demonstrating Sage s financial qualifications is provided under seal as Exhibit C. As shown
the attached information, Sage is financially qualified to operate within the State of Idaho.
Illustrative" Tariff Filings
Sage s proposed initial local exchange and access tariffs (setting forth rates, rules, terms
and regulations applicable to contemplated service) are attached as Exhibits D and E
respectively.
VI.Customer Contacts
For purposes of consumer inquiries, the contact information will be:
Sage Telecom, Inc.
Attn: Customer Relations
805 Central Expressway South, Suite 100
Allen, Texas 75013-2789
Fax: [phone]
The toll-free numbers for customer contacts are as follows:
888-449-4940 (residential customers)
877 -619-3969 (business customers)
The contact for the Commission Staff for resolving complaints are as follows:
All complaints should be directed to the following email address below.
Email address for complaints:complaint(illsagetelecom.net
Pam Stroud [phone] Email: pstroud(illsagetelecom.net
Crystal Ridgely [phone] Email: cridgely(illsagetelecom.net
Cassandra Milligan [phone] Email: cmilligan(illsagetelecom.net
Supervisor
Sommer Mapp [phone] Email: smapp(illsagetelecom.net
Executive Director. Customer Relationship Management
Bruce Reynolds [phone] Email: breynolds(illsagetelecom.net
The contact for the Commission Staff for resolving matters concerning rates and price
lists or tariffs are as follows:
Andrew Karl
Regulatory Compliance Manager
Sage Telecom, Inc.
805 Central Expressway South, Suite 100
Allen, Texas 75013-2789
[phone] (Tel)
[phone] (Fax)
akar 1 (illsagete lecom .net
The contact for the Commission Staff for general business and regulatory matters of
Sage following certification should be directed to:
Robert W. McCausland
Vice President and Secretary
Sage Telecom, Inc.
805 Central Expressway South, Suite 100
Allen, Texas 75013-2789
[phone] (Tel)
[phone] (Fax)
RMcCausland(illsagete ecom .net
VIII. Interconnection Agreements
Sage has contacted Qwest Corporation to request interconnection and/or to enter into a
commercial wholesale agreement. Sage has not contacted any other incumbent local exchange
carriers for interconnection. Once Sage has conducted negotiations and reached agreements
either by negotiation or arbitration, Sage will file copies of them with the Commission for its
approval.
IX.Compliance with Commission Rules
Attached hereto is a sworn verification executed by Applicant stating that the Applicant
agrees to comply with all Idaho laws and Commission rules and regulation.
Escrow Account or Security Bond
Should Sage decide to require advance deposits from its customers, it will enter into an
escrow agreement with a bonded escrow agent prior to offering telecommunications services in
Idaho. Sage will comply with all applicable Idaho laws and Commission rules and regulations
regarding advance customer deposits. Should Sage decide to require advance deposits, Sage will
file a copy of its escrow agreement upon commission s request.
XI.Conclusion
As demonstrated by this application and pursuant to Idaho Code 9961-526-528 , IDAPA
31.01.01.111 , and Procedural Order No. 26665 , Sage s expertise in the telecommunications
sector will permit it to select the most economic and efficient services, thereby providing
customers with an excellent combination of price, quality, and customer service. Accordingly,
Sage anticipates its proposed service will increase consumer choice of innovative, diversified
and reliable service offerings.The provision of more affordable and available local
telecommunications services will promote the health, welfare and economic well-being of the
citizens of Idaho. Sage respectfully submits that the public interest, convenience, and necessity
would be furthered by a grant of this Application for the authority to provide all types of
facilities-based and resold local telecommunications services.
WHEREFORE, Sage Telecom, Inc., respectfully requests that the Idaho Public Utilities
Commission issue a Certificate of Public Convenience and Necessity authorizing Sage to provide
resold and facilities-based local exchange telecommunications services within the State of Idaho.
Counsel for Sage Telecom, Inc.
Dated: August 14 2007
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Verification
EXHIBITS
Amended and Restated Articles of Incorporation
Authority to Transact Business as a Foreign Corporation
Financial Statements
(CONFIDENTIAL - Submitted Under Seal)
Illustrative Local Exchange Tariff
Illustrative Access Tariff
EXHIBIT A
Amended and Restated Articles of Incorporation
Corporations Section
Box 13697
Austin, Texas 78711-3697
Roger Williams
Secretary of State
Office of the Secretary of State
May 30, 2007
CT Corporation System
701 Brazos, Ste. 360
Austin, TX 78701 USA
RE: SAGE TELECOM, INC.
File Number: 140742400
It has been our pleasure to file the restated. articles for the referenced entity. Enclosed is the certificate
evidencing filing. Payment of the filing fee is acknowledged by this letter.
If we may be of further service at any time, please let us know.
Sincerely,
Corporations Section
. Statutory Filings Division
[phone]
Enclosure
Phone: [phone]
Prepared by: Lisa Sartin
Come visit us on the internet at http://wwwsos.state.tx. us/
Fax: [phone] Dial: 7-1 for Relay ServicesTID: 10075 Document: 172346260003
Corporations Section
Box 13697
Austin, Texas 7871 1-3697
Roger Williams
Secretary of State
Office of the Secretary of State
CERTIFICATE OF RESTATED ARTICLES
SAGE TELECOM, INC.
140742400
The undersigned, as Secretary of State of Texas, hereby certifies that the Restated Articles for the above
named entity have been received in this office and have been found to confonn to law.
ACCORDINGL Y the undersigned, as Secretary of State, and by virtue of the authority vested in. the
Secretary by law hereby issues this Certificate of Restated Articles.
Dated: 05/30/2007
Effective: 05/30/2007
Roger Williams
Secretary of State
Phone: [phone]
Prepared by: Lisa Sartin
Come visit us on the internet at http://www.sos.state.tx. us/
Fax: [phone] Dial: 7-) for Relay ServicesTID: 10076 Document: 172346260003
SECOND AMENDED AND RESTATED
ARTICLES OF INCORPORATION
SAGE TELECOM, INC.
FILED
In the O r:t ~fexasSecretary 0
MAY 3 0 2001
Corporations Section
Pursuant to the provisions of Article 4.07 of the Texas Business Corporation Act (the
Act"), the undersigned, an officer of Sage Telecom, Inc. (the "Corporation ), hereby certifies
as follows:
The name of the Corporation is Sage Telecom, Inc.2. The Articles of Incorporation of the Corporation, as amended, are hereby
amended by striking each Article thereof and by substituting in lieu thereof the Second Amended
and Restated Articles of Incorporation hereinafter provided for.3. This certificate accurately copies the Articles of Incorporation and all
amendments thereto that are in effect to date and as further amended hereby and this certificate
contains no other change in any provision of the Articles of Incorporation, as amended.4. Each such amendment has been effected in confonnity with the provisions of the
Act and by the Corporation s constituent documents.5. The Articles of Incorporation of the Corporation, as amended and restated herein
were adopted by the Corporation s sole shareholder in accordance with the Act on May 30 2007
and shall upon the effective date of these Second Amended and Restated Articles of
Incorporation, read as follows:
ARTICLE ONE
The entity being fonned is a business corporation. The name of the corporation is Sage
Telecom, Inc. (the Corporation
ARTICLE TWO
The purpose for which the Corporation is organized is the transaction of any and all
lawful purposes for which a for-profit corporation may be organized under the Texas Business
Corporation Act.
ARTICLE THREE
The business address of the registered office of the Corporation is 800 Brazos, Suite 400,
Austin, Texas 78701 , and the name of the registered agent at such address is National Corporate
Research, Ltd.
DALLAS: 578612.00004: 1598989v1
ARTICLE FOUR
The Board of Directors is currently comprised of one director, and the name and address
of such person is as follows:
Name
Brian Kushner
Address
805 Central Expressway South
Suite #100
Allen, Texas 75013
ARTICLE FIVE
The aggregate number of shares of capital stock that the Corporation will have authority
to issue is 1 000, all of which will be shares of Common Stock, having no par value.
ARTICLE SIX
No shareholder of the Corporation will, solely by reason of holding shares of any class,
have any preemptive or preferential right to purchase or subscribe for any shares of the
Corporation, now or hereafter to be authorized, or any notes, debentures, bonds or other
securities convertible into or carrying warrants, rights or options to purchase shares of any class
now or hereafter to be authorized, whether or not the issuance of any such shares or such notes,
debentures, bonds or other securities would adversely affect the dividend, voting or any other
rights of such shareholder. The Board of Directors may authorize the issuance of, and the
Corporation may issue, shares of any class of the Corporation, or any notes, debentures, bonds or
other securities convertible into or carrying warrants, rights or options to purchase any such
shares, without offering any shares of any class to the existing holders of any class of stock of
the Corporation.
ARTICLE SEVEN
Shareholders of the Corporation will not have the right of cumulative voting for the
election of directors or for any other purpose.
ARTICLE EIGHT
Any action that under the provisions of the Texas Business Corporation Act would, but
for this Article, be required to be authorized by the aftinnative vote of the holders of any
specified portion of the shares of the Corporation will require the approval of the holders of a
majority of the shares of the Corporation entitled to vote on that matter, notwithstanding the vote
required by the Texas Business Corporation Act.
ARTICLE NINE
The Board of Directors is expressly authorized to alter, amend or repeal the Bylaws of the
Corporation or to adopt new Bylaws.
DALLAS: 518612.00004: 1598989vl
ARTICLE TEN
Any action required or permitted by law, these Second Amended and Restated Articles of
Incorporation, or the Bylaws of the Corporation to be taken at a meeting of the shareholders of
the Corporation may be taken without a meeting, without prior notice and without a vote, if a
consent or consents in writing, setting forth the action so taken, shall have been signed and dated
by the holder or holders of shares having not less than the minimum number of votes that would
be necessary to take such action at a meeting at which the holders of all shares entitled to vote on
the action were present and voted. Prompt notice of the taking of any action by shareholders
without a meeting by less than unanimous written consent shall be given to those shareholders
who did not consent in writing to the action.
ARTICLE ELEVEN
The Corporation will, to the fullest extent pennitted by the Texas Business Corporation
Act, as the same exists or may hereafter be amended, indemnify any and all persons who are or
were serving as director or officer of the Corporation, or who are or were serving at the request
of the Corporation as a director, officer, partner, venturer, proprietor, trustee or employee of
another corporation, partnership, limited liability company, joint venture, sole proprietorship,
trust, employee benefit plan or other enterprise, from and against any and all of the expenses,
liabilities or other mattersrefClTed to in or covered by the Texas Business Corporation Act. Such
indemnification may be provided pursuant to any Bylaw, agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in the capacity of director or officer and as
to action in another capacity while holding such office, will continue as to a person who has
ceased to be a director or officer and inure to the benefit of the heirs, executors and
administrators of such a person.
If a claim under this Article 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 in part, the claimant will be entitled to be paid also the expense of prosecuting such claim.
will 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 that make it pennissible under the laws of the State of Texas for the
Corporation to indemnify the claimant for the amount claimed, but the burden of proving such
defense will 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 he has met the applicable standard of conduct set forth in the laws of the
State of Texas 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, will be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.
DALLAS: 578612.00004: 1598989vl
ARTICLE TWELVE
To the fullest extent permitted by the laws of the State of Texas as the same exist or may
hereafter be amended, a director of the Corporation will not be liable to the Corporation or its
shareholders for monetary damages for an act or omission in the director s capacity as a director.
Any repeal or modification of this Article will not increase the personal liability of any director
of the Corporation for any act or occurrence taking place before such repeal or modification, or
adversely affect any right or protection of a director of the Corporation existing at the time
such repeal or modification. The provisions of this Article shall not be deemed to limit or
preclude indemnification of a director by the Corporation for any liability of a director that has
not been eliminated by the provisions of this Article.
(Signature page follows)
DALLAS: 578612.00004: 1598989v1
IN WITNESS WHEREOF, the und~igiled has hereunto set bis band this 30m d8.y of
May, 2007.
DALLAS: S7861:z.OOoo.1: 1598989\-1
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EXHIBIT B
Authority to Transact Business as a Foreign Corporation
,--------- ,. _n--_--
,---- .
tate of Ida
CERTIFICATE OF AUTHORITY
SAGE TELECOM, INC.
File Number C 173565
, BEN YSURSA, Secretary of State of the State of Idaho, hereby certify that an
Application for Certificate of Authority, duly executed pursuant to the provisions of the
Idaho Business Corporation Act, has been received in this office and is found to
conform to law.
ACCORDINGLY and by virtue of the authority vested in me by law, I issue this
Certificate of Authority to transact business in this State and attach hereto a duplicate of
the application for such certificate.
Dated: June 12, 2007
SECRETARY OF STATE
By
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vmAt
APPLICATION FOR CERTIFICATE
, '
OFAU~rHUKII y (~Or ""'rontJ
(Instructions on Back of Application)07 JUN 12 PH 3: 01
STA1E !
(DAHO
The undersigned Corporation applies for a Certificate of Authority and states as follows: SECEr: i
! 1, The name of the corporation is:
SAGE TELECOM, INC.
I 2- The name which it shall use in Idaho is: SAGE TELECOM, INC.
I 3~
I 4.
I 5. The
address of its principal office is:
805 CENTRAL EXPRESSWAY SOUTH, SUITE 100, ALLEN, TX, 75013
I 6. The address to which correspondence should be addressed, if different from item 5, is:
It is incorporated under the laws of: TEXAS
Its date of incorporation is: J UL Y 18, 1996
1423 TYRELL LANE, BOISE, lD, 83706e s ree a ress 0 I S regls ere 0 Ice In , a 0 IS:
and its registered agent in Idaho atthat address is: NATIONAL REGISTERED AGENTS, INC.
8. The names and respective business addresses of its directors and officers are:
Name Office Held Business Address
PLEASE SEE ATTACHED
----------~------_. .----,----------,--------------- --------'---~------'---.""'---
Dated: (; ,- 8 -
SI9oot"'. t2~~ 0J" ('
Typed Name: ROBERT W. MCCAUSLAND
Customer .l\cct # :
(it uwg pre-1"d OWJuO"
---------,--------- ..' --,--,._--,-----------------------
S~c,.etary of State use only
I Capacity: VICE PRESIDENT AND SECRETARY
(TIle signer mu$l be director or an of(jcel of the corporation)
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IDAHO SECRETARY OF STATE06-/12/2007 05:00
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EXHIBIT C
Financial Statements
(CONFIDENTIAL - Submitted Under Seal)
ORIGINAL
VERIFICATION
Robert W. McCausland , being duly sworn, state that I am Vice President and
Secretary of Sage Telecom. Inc., the Applicant in the subject proceeding, and that I am
authorized to make this statement on the Applicant's behalf.
As required by Idaho Code 961-406 and by the Commission s Order in the case of In the
Matter of Procedural Requirements for Approval of Certificates of Public Convenience and
Necessity for Telecommunications Providers Desiring to Provide Local Service in Idaho Case
No. GNR-96-, Procedural Order No. 26665 (November 7, 1996), the Applicant agrees to
adhere to all state laws and all Commission policies, rules and orders.
I have read the foregoing paragraph, Sage s application and exhibits and hereby declare
that the same are true and correct to the best of my knowledge, information, or belief.
tZv.' mcC By:
Robert W. McCausland
Vice President and Secretary
Sage Telecom, Inc.
Sworn and subscribed to me on Ibis day of 2007.
~olP~ futJ Sem:
Igna e of Notary
; "'~~~~::;-'
ANDREW M. KARL
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"~.o% Notary Public! S~ate of !exas
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My Commission Expires\ 0"".
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My commission expires: ~ 1/)'Lfjfb
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