SECURITIES ANDTable EXCHANGEof COMMISSIONContents

~~Washington, D.C.~~SECURITIES ~~20549~~AND EXCHANGE COMMISSION

~~FORM~~Washington, D.C. 20549 ~~8-K~~

~~Current Report~~FORM ~~Pursuant~~8-K

toCurrent Report Pursuant ~~Section~~to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Securities Exchange~~Date ~~Act~~of Report (Date of ~~1934~~earliest event reported): June 21, 2007

~~Date of Report~~RURAL ~~(Date~~CELLULAR ~~of earliest event reported): May 30, 2007~~CORPORATION

RURAL CELLULAR CORPORATION
(Exact name of Registrant as Specified in its Charter)
Minnesota
(State or other Jurisdiction of Incorporation)
0-27416	41-1693295
(Commission File Number)	(IRS Employer Identification No.)
3905 Dakota Street S.W., Alexandria, Minnesota	56308
(Address of Principal Executive Offices)	(Zip Code)
Registrant’s Telephone Number, Including Area Code	(320) 762-2000

(Exact name of Registrant as Specified in its Charter)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


Minnesota

(State or other Jurisdiction of Incorporation)

0-27416		41-1693295

(Commission File Number)		(IRS Employer Identification No.)

3905 Dakota Street S.W., Alexandria, Minnesota		56308

(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code		(320) 762-2000





Former Name or Former Address, if Changed Since Last Report

~~o Written communications~~ Check ~~pursuant~~the appropriate box below if the Form 8-K filing is intended to ~~Rule~~simultaneously satisfy ~~425~~the filing obligation of the registrant under any of the ~~Securities~~following ~~Act~~provisions (17see ~~CFR~~General ~~230~~Instruction A.~~425~~2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~o Pre-commencement~~TABLE ~~communications~~OF ~~pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~CONTENTS

~~o Pre-commencement~~Item ~~communications~~5.02. ~~pursuant~~Departure toof ~~Rule~~Directors ~~13e-4(c)~~or ~~under~~Certain ~~the~~Officers; ~~Exchange Act (17~~Election ~~CFR~~of ~~240~~Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~13e-4(c))~~ SIGNATURES

Item 2.03 Creation ofTable a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.Contents

~~On May 30,~~Item ~~2007, Rural Cellular Corporation (the “Company”), pursuant to a purchase agreement entered into with Bear Stearns & Co~~5. ~~Inc~~02. ~~(the~~Departure ~~“Initial Purchaser”)~~of onDirectors ~~May~~or ~~24,~~Certain ~~2007,~~Officers; ~~issued~~Election ~~and~~of ~~sold~~Directors; inAppointment ~~a private placement, for resale under Rule 144A and Regulation S~~ of ~~the~~Certain ~~Securities~~Officers; ~~Act,~~Compensatory asArrangements ~~amended, $425,000,000 in aggregate principal amount~~ of ~~senior~~Certain ~~subordinated floating rate notes due 2013 (the “Notes”)~~Officers.

~~The following~~ (e) Effective ~~agreements~~June 21, ~~were~~2007, ~~entered~~Rural ~~into~~Cellular inCorporation ~~connection with~~ (the ~~closing~~“Company”) ofentered ~~such issuance~~into amended and ~~sale:~~restated ~~(i)~~employment ~~the~~agreements ~~Company~~with ~~and~~Richard ~~Wells~~P. ~~Fargo Bank~~Ekstrand, ~~N.A.,~~President asand ~~trustee~~Chief Executive Officer, ~~entered~~Wesley ~~into~~E. anSchultz, ~~Indenture~~Executive ~~governing~~Vice ~~the~~President ~~Notes~~and ~~(the~~Chief ~~“Indenture”)~~Financial Officer, and ~~(ii)~~Ann ~~the~~K. Newhall, ~~Company~~Executive ~~and~~Vice ~~the~~President ~~Initial~~and ~~Purchaser~~Chief ~~entered~~Operating ~~into~~Officer. aThe ~~Registration~~new ~~Rights~~employment ~~Agreement~~agreements are ~~with~~substantially ~~respect~~similar to the ~~Notes~~prior ~~(the~~agreements. ~~“Registration~~Material ~~Rights~~provisions ~~Agreement”).~~include the following:

• The ~~Notes will~~ ~~mature~~employment onagreements were effective June 121, ~~2013~~2007, and ~~bear~~expire ~~interest~~on atDecember ~~three-month~~31, ~~LIBOR~~2010, ~~plus~~provided ~~3.00% per~~that ~~year~~commencing on December 31, ~~adjusted~~2007 ~~quarterly~~and on each December 31 thereafter, the term of employment will be automatically extended for one additional year unless either party gives notice of its intention not to so extend. ~~The Notes are~~• ~~redeemable~~Upon attermination in the ~~Company~~event of death, the employee’s ~~option~~estate ~~beginning~~is ~~June~~entitled 1,to ~~2008~~receive compensation due through the last day of the calendar month in which the employee’s death occurs, atpro ~~102.000%~~rata payment of ~~principal~~ all bonuses or incentive payments earned or to be earned for such calendar year, ~~plus~~ and all accrued and ~~unpaid~~vested ~~interest~~rights the employee may have under the Company’s employee benefit plans, ~~declining~~including tostock ~~101~~options or other compensation plans or as required by law (“Accrued Rights”).~~000%~~ at• ~~June~~If 1,the ~~2009~~Company terminates the employee’s employment for other than Just Cause (as defined), ~~and~~or ~~100.000% at~~the ~~June~~employee 1terminates his or her employment for Good Reason (as defined), ~~2010.~~the ~~Prior~~ employee is entitled to ~~June~~ 1,salary ~~2008~~through the end of the term of the agreement, a pro rata payment equal to the ~~Company~~employee’s ~~may~~target short-term incentive for the year of termination, atand ~~its~~all ~~option~~Accrued Rights. • If the employee’s employment is terminated for Just Cause, ~~redeem~~the upemployee has no right to 35receive compensation or other benefits for any period after termination except for any Accrued Rights. • If the employee becomes disabled or incapacitated, the employee will receive compensation and benefits as follows: 100% of base compensation and benefits for a period of six months (but not exceeding the ~~original aggregate~~remaining ~~principal~~term ~~amount~~of the agreement), 65% of base compensation from the ~~Notes~~seventh ~~with~~month until the ~~net~~expiration ~~cash~~of ~~proceeds~~the term of ~~certain sales~~the agreement, and, after six months, medical and dental coverage as provided under the terms of ~~equity~~such ~~securities~~plans ator ~~100~~as otherwise required by law.~~000%~~ Any benefits paid by the Company will be reduced by benefits otherwise provided under the terms of ~~principal,~~disability ~~plus~~insurance ~~accrued~~coverage ~~and~~in ~~unpaid interest~~effect for Company employees. • In the event of a Change in Control (as defined), if ~~any~~the ~~and~~employee’s toemployment is terminated by the ~~extent~~Company ~~that~~other than for Just Cause in connection with or within 24 months after the occurrence of a Change in Control, by the employee for Good Reason within 24 months after ~~such~~the ~~redemption~~occurrence of a Change in Control, ator ~~least~~by 65the employee for any reason during the 30-day period following the first anniversary of the Change in Control, the employee will be entitled to 300% of the ~~aggregate~~employee’s ~~principal~~annual ~~amount~~base salary in effect on the date of termination plus 300% of the ~~Notes~~greater ~~remains~~of ~~outstanding~~the employee’s targeted short-term incentive for the year of termination or the actual short-term incentive achieved for the year of termination. The employee is also entitled to a “gross-up payment” to compensate for any excise tax that may be imposed on such payments. In addition, ~~prior~~ tothe ~~June~~employee 1,will ~~2008~~become fully vested in all equity compensation awards, the Company ~~may~~will continue to be responsible for payment of all premiums remaining on any long-term care insurance policies being provided by the Company for the benefit of the employee and his or her spouse, atand ~~its~~the ~~option~~employee will be allowed to continue to participate in the Company’s group medical, ~~redeem~~dental, ~~some~~and orlife plans on the same basis as the employee participated immediately prior to the termination for a period of 18 months following the date of termination. Further, all outstanding awards under any stock compensation plan will become fully vested and exercisable upon the Change in Control. • The employee will be subject to noncompetition and nonsolicitation obligations for the period of time for which the ~~Notes~~ atemployee anreceives ~~established~~compensation ~~“make~~following ~~whole”~~termination. ~~price~~• In addition, Mr. Ekstrand is entitled to post-retirement medical insurance benefits at the same costs and coverage levels as provided to active employees of the Company.

The IndentureTable provides that, if an event of default occurs and is continuing, either the Trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding may declare all principal, accrued interest, if any, immediately due and payable, except that an event of default resulting from certain events of bankruptcy, insolvency or reorganization in respect of the Company or certain of its subsidiaries will automatically cause all principal, accrued interest, if any, to become immediately due and payable. Events of default include: (i) failure to pay any installment of interest on the Notes when due and payable and the continuance of any such failure for 30 days; (ii) failure to pay principal, or premium, if any, on the Notes when due and payable; (iii) failure to observe or perform any other covenant or agreement contained in the Notes or the Indenture and, subject to certain exceptions, the continuance of such failure for a period of 60 days after notice to the Company, (iv) certain events of bankruptcy, insolvency or reorganization in respect of the Company or certain of its subsidiaries; and (v) certain defaults in indebtedness with an aggregate amount outstanding in excess of $20 million.Contents

~~The~~ Also effective June 21, 2007, the Company entered into an Amended and Restated Change in ~~Notes~~Control Agreement with David J. Del Zoppo, Senior Vice President, Finance and Accounting. This ~~rank~~agreement ~~junior~~provides that if Mr. Del Zoppo’s employment is terminated by the Company other than for Just Cause (as defined) or by Mr. Del Zoppo for Good Reason (as defined) within 24 months after the occurrence of a Change in ~~right~~Control (as defined), or by Mr. Del Zoppo for any reason during the 30-day period following the first anniversary of ~~payment~~the Change in Control, he will be entitled to be paid an amount equal to the sum of 100% of his annual base salary as in effect on the date of termination and 100% of the greater of his targeted short-term incentive for the year of termination or the actual short-term incentive achieved for the year of termination. He will also be entitled to continue to participate in the Company’s ~~existing~~group medical, dental, and ~~future~~life ~~senior~~plans on ~~indebtedness~~the ~~and~~same ~~rank~~basis ~~equally~~as ~~with~~he ~~all~~participated immediately prior to termination for a period of ~~its~~up ~~existing~~to six months following termination. In addition, he will be entitled to a gross-up payment to compensate for any excise tax that may be imposed on the above payments. Further, any outstanding awards under any Company stock compensation plan will become fully vested and ~~future~~exercisable ~~senior~~upon the occurrence of ~~subordinated~~a ~~indebtedness~~Change in Control.

~~The Registration~~ In ~~Rights~~both ~~Agreement obligates~~ the ~~Company~~employment toagreements ~~file a registration statement with the Securities~~ and ~~Exchange Commission (~~the ~~“SEC”)~~change allowing for the exchange of the Notes for registered notes having substantially identical terms as the Notes and evidencing the same indebtedness as the Notes. Under the Registration Rights Agreement, the Company has agreed to use its commercially reasonable efforts to cause a registration statement filed with the SEC covering the re-sale of the Notes to become effective within 240 days after May 30, 2007. The Company also has agreed, in ~~specified~~control ~~circumstances, to file a shelf~~agreement: registration statement to cover re-sales of the Notes. The Company may be required to pay liquidated damages if it fails to comply with the registration and exchange requirements set forth in the Registration Rights Agreement.

~~SIGNATURES~~ “Change in Control” means the happening of any of the following:

~~Pursuant to~~ (i) ~~the~~A ~~requirements~~majority of the ~~Securities~~directors ~~Exchange Act~~ of ~~1934,~~ the ~~Registrant has duly~~Company ~~caused~~elected ~~this~~by ~~report~~the toholders beof ~~signed~~Company’s onCommon Stock ~~its~~shall ~~behalf~~be bypersons ~~the~~other ~~undersigned~~than ~~thereunto~~persons: ~~duly authorized.~~

~~RURAL CELLULAR~~ (A) ~~CORPORATION~~for whose election proxies shall have been solicited by the Board, or

~~/s/~~ (B) who are then serving as directors appointed by the Board to fill vacancies on the ~~Richard~~Board P.caused ~~Ekstrand~~by death or resignation (but not by removal) or to fill newly-created directorships,

~~Richard~~ (ii) 35% or more of the outstanding voting stock of the Company is acquired or beneficially P.owned ~~Ekstrand~~(as defined in Rule 13d-3 under the Securities Exchange Act of 1934, or any successor rule thereto) by any person (other than the Company or a subsidiary of the Company) or group of persons acting in concert (other than the acquisition and beneficial ownership by a parent corporation or its wholly-owned subsidiaries, as long as they remain wholly-owned subsidiaries, of 100% of the outstanding voting stock of the Company as a result of a merger which complies with paragraph (iii)(A)(II) hereof in all respects), or

~~President and~~ (iii) ~~Chief~~The ~~Executive~~consummation ~~Officer~~of:

~~Date: May 30,~~ (A) ~~2007~~a merger or consolidation of the Company with or into another entity other than

(I) a merger or consolidation with a subsidiary of the Company, or

(II) a merger in which the persons who were the beneficial owners, respectively, of the outstanding Common Stock and outstanding voting stock of the Company immediately prior to such merger beneficially own, directly or indirectly, immediately after the merger, a majority of, respectively, the then outstanding common stock and the then outstanding voting stock of the surviving entity or its parent entity, or

(B) an exchange, pursuant to a statutory exchange of shares of outstanding voting stock of the Company held by shareholders of the Company immediately prior to the exchange, of shares of one or more classes or series of outstanding voting stock of the Company for cash, securities, or other property, except for voting securities of a direct or indirect parent entity of the Company (after giving effect to the statutory share exchange) owning directly, or indirectly through wholly-owned subsidiaries, both beneficially and of record 100% of the outstanding voting stock of the Company immediately after the statutory share exchange if (I) the persons who were the beneficial owners, respectively, of the outstanding voting stock of the Company and the outstanding Common Stock of the Company immediately before such statutory share exchange own, directly or indirectly, immediately after the statutory share exchange a majority of, respectively, the voting power of the then outstanding voting securities and the then outstanding common stock (or comparable equity interest) of such parent entity, and (II) all holders of any class or series of outstanding voting stock of the Company immediately prior to the statutory share exchange have the right to receive substantially the same per share consideration in exchange for their outstanding voting stock of the Company as all other holders of such class or series (except for those exercising statutory dissenters’ rights), or

(C) the sale or other disposition of all or substantially all of the assets of the Company (in one transaction or a series of transactions), or

(iv) The approval by the shareholders of the Company of the liquidation or dissolution of the Company.

“Good Reason” means the occurrence of any of the following events, which has not been consented to by the employee:

(i) relocation of employee’s principal work location by more than fifty miles;

(ii) a material increase in the average required business travel in excess of the average business travel requirements applicable to the employee at the time of the Change in Control;

(iii) a material reduction in employee’s base salary and short-term incentive opportunity, in the aggregate;

(iv) permanent and material reduction in employee’s primary duties and responsibilities normally associated with his/her title and position as in effect at the time of the Change in Control;

(v) failure of the Company to maintain material fringe benefits, performance incentive and employee benefit plans substantially equivalent to those in effect as of the date of the Change in Control; or

(vi) a failure by the Company to comply with certain provisions of the agreement.

“Just Cause” means:

(i) conviction of a felony;

(ii) intentionally engaging in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise;

(iii) commission of an act of fraud or embezzlement against the Company or any affiliate thereof;

(iv) intentional misconduct as an executive of the Company, including, but not limited to, knowing and intentional violation of material written policies of the Company;

(v) gross negligence in the performance of his/her duties for the Company; or

(vi) willful failure to follow a direct and lawful directive from his/her supervisor or the Board within the scope of the employee’s duties, which failure is not cured to the satisfaction of the Board within ten (10) days.

The foregoing is a summary of material provisions of the subject agreements and does not restate such agreements in their entirety. Reference is made to the actual agreements for more detailed information.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	RURAL CELLULAR CORPORATION (Registrant)
Dated: June 27, 2007	/s/ Richard P. Ekstrand
	Richard P. Ekstrand
	President and Chief Executive Officer

SECURITIES ANDTable EXCHANGEof COMMISSIONContents

Item 2.03 Creation ofTable a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.Contents

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