-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WJTXaa4n5s4UqpUjATDQmgz9ok8NiQr7IinSuPMiYbuFdVFsOixucLNCZD3zYiw1 UHREJ47RyeN2nYvAQZTOnw== 0001086844-04-000065.txt : 20040409 0001086844-04-000065.hdr.sgml : 20040409 20040408174333 ACCESSION NUMBER: 0001086844-04-000065 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040408 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040409 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AIRGATE PCS INC /DE/ CENTRAL INDEX KEY: 0001086844 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 582422929 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27455 FILM NUMBER: 04725708 BUSINESS ADDRESS: STREET 1: 233 PEACHTREE ST NE STREET 2: SUITE 1700 CITY: ATLANTA STATE: GA ZIP: 30303 BUSINESS PHONE: 4045257272 MAIL ADDRESS: STREET 1: 233 PEACHTREE ST STREET 2: SUITE 1700 CITY: ATLANTA STATE: GA ZIP: 30303 8-K 1 directors8k.txt 8-K RE PRESS RELEASE ANNOUNCING NEW DIRECTORS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 8, 2004 AIRGATE PCS, INC. (Exact name of registrant as specified in its charter) Delaware 027455 58-2422929 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) Harris Tower, 233 Peachtree Street, N.E. Suite 1700 Atlanta, Georgia 30303 (Address of Principal Executive Offices) (404) 525-7272 (Registrant's telephone number, including area code) N/A (Former name or former address, if changed since last report) Item 5. Other Events and Regulation FD Disclosure On April 8, 2004, AirGate PCS, Inc., a Delaware corporation, issued a press release announcing the appointment of three new independent directors and reelection of one director. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item 7. Financial Statements, ProForma Financial Information and Exhibits. (c) Exhibits Exhibit No. Description ----------- ----------- 99.1 Press Release, dated April 8, 2004, issued by AirGate PCS, Inc. announcing election of directors. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AIRGATE PCS, INC. Date: April 8, 2004 By: /s/ Thomas M. Dougherty Thomas M. Dougherty President and Chief Executive Officer EX-99 3 ex99-1.txt EXHIBIT 99.1 - PRESS RELEASE RE NEW DIRECTORS Contact: Tom Dougherty President and Chief Executive Officer 404-525-7272 AIRGATE PCS, INC. COMPANY EXPANDS BOARD AND APPOINTS THREE NEW INDEPENDENT DIRECTORS ---------------------------- COMPANY HOLDS ANNUAL MEETING OF SHAREOWNERS ATLANTA (April 8, 2004) - AirGate PCS, Inc. (NASDAQ: PCSA), a PCS Affiliate of Sprint, today announced the expansion of its board of directors to six directors, including the appointment of three new independent directors. The new independent directors are Mr. Max D. Hopper, Mr. John W. Risner, and Dr. Gail S. Schoettler. Mr. Hopper was elected to a three-year term at the Company's annual meeting of shareowners held today in Atlanta. Mr. Hopper is founder and chairman of Max D. Hopper Associates and was formerly an executive with AMR Corporation. During his 20-year tenure at AMR, Mr. Hopper served as chief executive officer, chief information officer, chairman of the SABRE Group and senior vice president. His term will expire at the annual meeting of shareowners in 2007. Mr. Risner, C.F.A., joined the board on February 20, 2004, and will serve a term until the Company's annual meeting in 2005. Mr. Risner is currently treasurer of the National Neurofibromatosis Foundation and previously served as senior vice-president-senior portfolio manager-high yield bonds for AIG Global Investment Management. From 1991 until 1997, Mr. Risner was vice president-senior portfolio manager-high yield and convertible bonds at Value Line Asset Management. Dr. Schoettler, whose term expires in 2006, served as the United States Ambassador to the World Radiocommunication Conference from 1999 until 2001, where she was responsible for negotiating a key telecommunications treaty and was head of the United States Department of Defense's presidential transition for global communications, security and intelligence. From 1995 to 1999, Dr. Schoettler served as Lt. Governor of Colorado and, from 1987 to 1995, she was State Treasurer of Colorado. Current board members include Mr. Robert A. Ferchat, chairman of the board, Mr. Thomas M. Dougherty and Mr. Stephen R. Stetz. Mr. Ferchat, who joined the board in 1999 and has served as chairman of the board since 2003, was re-elected by shareowners at the annual meeting to a three-year term expiring in 2007. Mr. Ferchat previously served as chairman of the board of directors, president and chief executive officer of BCE Mobile Communications, a wireless telecommunications company. Mr. Dougherty has been president and chief executive officer of AirGate PCS since 1999, and a member of the Company's board since April 1999. Mr. Dougherty, whose term will expire in 2005, was previously a senior executive of Sprint PCS, and executive vice president and chief operating officer of Chase Telecommunications. -MORE- AirGate PCS Expands Board of Directors Page 2 April 8, 2004 Mr. Stetz, who joined the board in February 2003 and whose term expires in 2006, is president and managing director of Matterhorn Strategic Partners, LLC, a financial advisory firm specializing in mergers and acquisitions. Mr. Stetz previously served in various senior executive positions with Monsanto Company, including corporate vice president, strategic initiatives, and vice president and chief financial officer of Monsanto's $5 billion Agriculture Company. With respect to the addition of the new board members, Mr. Dougherty commented, "We recognize the importance in today's business environment of having a dedicated board of directors with members who can exercise independent judgment in carrying out their responsibilities to the Company and our shareholders. The wide-ranging expertise and fresh perspective of these new independent directors will strengthen an already outstanding group of directors. We look forward to working together to execute AirGate's strategy to build shareholder value." Mr. Ferchat added, "We are very pleased to welcome Max Hopper, John Risner and Gail Schoettler to the AirGate board of directors. We are excited about the valuable contributions that each of these distinguished leaders can make to AirGate's future growth." Pursuant to the terms of the support agreement with certain noteholders related to the Company's recapitalization plan, completed on February 20, 2004, three of the Company's new board members must be approved by a majority of the noteholders that were signatories to the support agreement. Mssrs. Hopper and Risner and Dr. Schoettler were approved pursuant to this process. About AirGate PCS AirGate PCS, Inc. is the PCS Affiliate of Sprint with the right to sell wireless mobility communications network products and services under the Sprint brand in territories within three states located in the Southeastern United States. The territories include over 7.4 million residents in key markets such as Charleston, Columbia, and Greenville-Spartanburg, South Carolina; Augusta and Savannah, Georgia; and Asheville, Wilmington and the Outer Banks of North Carolina. -END- -----END PRIVACY-ENHANCED MESSAGE-----