-----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, TK+GL9yPmZTVvlbFMMBvntgC6dEKj3+4MxsBIyqxl04Y2EaZBR7NF+xmwVWgpu5+ pfYyivvklQUsz109NQowfw== 0001086844-04-000120.txt : 20040715 0001086844-04-000120.hdr.sgml : 20040715 20040715115204 ACCESSION NUMBER: 0001086844-04-000120 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040713 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040715 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: 04915231 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 form8k.txt FORM 8-K RE APPOINTMENT OF NEW CFO 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): July 13, 2004 AIRGATE PCS, INC. (Exact name of Registrant as specified in its charter) Delaware 027455 58-2422929 (State or other (Commission File Number) (IRS Employer jurisdiction of Identification incorporation) Number) Harris Tower, 233 Peachtree Street N.E., Suite 1700 Atlanta, Georgia 30303 (Address of principal executive offices) (Zip Code) (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 On July 13, 2004 AirGate PCS, Inc., a Delaware corporation, issued a press release announcing that William J. Loughman has been appointed as Vice President and Chief Financial Officer. The Press Release is attached hereto as exhibit 99.1 and is incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits. Exhibit No. Description ----------- ----------- 99.1 Press Release, dated July 13, 2004, issued by AirGate PCS, Inc. announcing that William J. Loughman has been appointed as Vice President and Chief Financial Officer. 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. (Registrant) Date: July 15, 2004 By: /s/ Thomas M. Dougherty Name: Thomas M. Dougherty Title: President and Chief Executive Officer EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Press Release, dated July 13, 2004, issued by AirGate PCS, Inc. announcing that William J. Loughman has been appointed as Vice President and Chief Financial Officer. EX-99 2 release.txt PRESS RELEASE RE NEW CFO Exhibit 99.1 [GRAPHIC OMITTED] Contact: Tom Dougherty President and Chief Executive Officer 404-525-7272 AIRGATE PCS, INC. APPOINTS CHIEF FINANCIAL OFFICER ATLANTA (July 13, 2004) - AirGate PCS, Inc., (Nasdaq/NM: PCSA), a PCS Affiliate of Sprint, today announced that it has appointed William J. Loughman as Vice President and Chief Financial Officer. Prior to joining AirGate, Mr. Loughman served as President and Chief Executive Officer of Baran Telecom (formerly o2wireless Solutions) in Atlanta. During his tenure there, he also served as Chief Operating Officer and Chief Financial Officer. Mr. Loughman was the former General Manager for AT&T Wireless in Atlanta and Director of Business Development for the Southeast region. His previous positions include Director of Operations in Europe and the Middle East for Motorola; Vice President - Finance and Executive Director for Bell Atlantic Mobile; Vice President, Controller for Metro Mobile CTS, Inc.; and Controller for Cellular One in New York. Mr. Loughman received a Bachelor of Business Administration degree from Iona College in New Rochelle, New York, and a Master of Business Administration degree from Manhattan College in Riverdale, New York. "Bill brings a broad range of operational and financial management experience to AirGate," said Thomas M. Dougherty, President and Chief Executive Officer of AirGate PCS. "His extensive background in the wireless industry, particularly in the Carolinas, makes him an excellent addition to our management team. With the completion of our debt restructuring, we now are focused on growing our subscriber base and providing quality Sprint PCS products and services to subscribers in our territory in the most efficient manner possible. We look forward to Bill's contributions and are confident that his financial expertise and knowledge of our industry will be invaluable to AirGate as we execute our strategy." 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. -MORE- AirGate PCS Appoints Chief Financial Officer Page 2 July 13, 2004 This news release contains forward-looking statements that are based on current expectations, estimates, forecasts and projections about the wireless industry, the recapitalization plan, our beliefs and our management's assumptions. Words such as "expects," "anticipates," "targets," "goals," "projects," "intends," "plans," "believes," "seeks," "estimates" and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Factors that could cause actual results to differ include: our dependence on the success of Sprint's wireless business; the competitiveness and impact of Sprint wireless pricing plans and PCS products and services; intense competition in the wireless market and the unsettled nature of the wireless market; the potential to experience a continued high rate of subscriber turnover; the ability of Sprint to provide back office billing, subscriber care and other services and the quality and costs of such services or, alternatively, our ability to outsource all or a portion of these services at acceptable costs and the quality of such services; subscriber credit quality; the ability to successfully leverage 3G products and services; inaccuracies in financial information provided by Sprint; new charges and fees, or increased charges and fees, imposed by Sprint; the impact and outcome of disputes with Sprint; our ability to predict future customer growth, as well as other key operating metrics; the impact of spending cuts on network quality, customer retention and customer growth; rates of penetration in the wireless industry; our significant level of indebtedness and debt covenant requirements; the impact and outcome of legal proceedings between other PCS Affiliates of Sprint and Sprint; the potential need for additional sources of capital and liquidity; risks related to our ability to compete with larger, more established businesses; anticipated future losses; rapid technological and market change; the impact of wireless local number portability; an adequate supply of subscriber equipment; the current economic slowdown; and the volatility of AirGate PCS' stock price. For a detailed discussion of these and other cautionary statements and factors that could cause actual results to differ from those contained in this news release, please refer to AirGate PCS' filings with the SEC, especially in the "risk factors" section of AirGate PCS' Form 10-K/A for the fiscal year ended September 30, 2003, and in subsequent filings with the SEC. Except as otherwise required under federal securities laws and the rules and regulations of the SEC, we do not have any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, changes in assumptions or otherwise. -END- -----END PRIVACY-ENHANCED MESSAGE-----