-----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, OZiPLuxa4Af4g3OBMmLzCU395LG6LIqSWPLvgesRlXsIvYGh6NpvnA/zb7Z4wKcm 1N56b01PWrD/LaCZpYS5Eg== 0000950130-99-006687.txt : 19991124 0000950130-99-006687.hdr.sgml : 19991124 ACCESSION NUMBER: 0000950130-99-006687 CONFORMED SUBMISSION TYPE: S-1MEF PUBLIC DOCUMENT COUNT: 3 333-89393 FILED AS OF DATE: 19991122 EFFECTIVENESS DATE: 19991122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TELECORP PCS INC CENTRAL INDEX KEY: 0001089341 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 541872248 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-91481 FILM NUMBER: 99762591 BUSINESS ADDRESS: STREET 1: 1010 N GLEBE ROAD STREET 2: SUITE 800 CITY: ARLINGTON STATE: VA ZIP: 22201 BUSINESS PHONE: 7032361100 MAIL ADDRESS: STREET 1: 1010 N GLEBE ROAD STREET 2: SUITE 800 CITY: ARLINGTON STATE: VA ZIP: 22201 S-1MEF 1 FORM S-1 As filed with the Securities and Exchange Commission on November 22, 1999 Registration No. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ----------- FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------- TELECORP PCS, INC. (Exact name of registrant as specified in its charter) Delaware 4812 54-1872248 (Primary Standard (I.R.S. Employer (State or other Industrial Identification No.) jurisdiction of Classification Code incorporation or Number) organization) ----------- 1010 N. Glebe Road Suite 800 Arlington, VA 22201 (703) 236-1100 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ----------- Thomas H. Sullivan Executive Vice President and Chief Financial Officer TeleCorp PCS, Inc. 1010 N. Glebe Road, Suite 800 Arlington, VA 22201 (703) 236-1122 (Name, address, including zip code, and telephone number, including area code, of agent for service) ----------- Copies to: Thomas J. Murphy William P. Rogers, Jr. David A. Cifrino Cravath, Swaine & Moore McDermott, Will & Emery 825 Eighth Avenue 28 State Street New York, New York 10019 Boston, Massachusetts 02109 (212) 474-1270 (617) 535-4000 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [_] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-89393 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_] ----------- CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
Title of Each Class Proposed Maximum of Aggregate Offering Amount of Securities To Be Registered Price (1) Registration Fee ------------------------------------------------------------------------------------------ Class A Common Stock, par value $0.01 per share.... $39,132,000 $10,879
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (1) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- EXPLANATORY NOTE This registration statement is being filed by TeleCorp PCS, Inc. pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and includes the registration statement facing page, this page, the signature page, an exhibit index, an opinion of counsel regarding the legality of the registrant's class A common stock being offered hereby and a related consent, and accountants' consents. Pursuant to Rule 462(b), the contents of the registration statement on Form S-1 (File No. 333-89393), as amended, of the registrant, including the exhibits and the power of attorney thereto, are incorporated by reference into this registration statement. This registration statement covers the registration of an aggregate of $39,132,000 of class A common stock of the registrant. CERTIFICATION The registrant hereby certifies to the Securities and Exchange Commission that (i) it has instructed its bank to pay the SEC the filing fee set forth on the cover page of this registration statement by a wire transfer of such amount to the SEC's account at Mellon Bank as soon as practicable (but no later than the close of business on November 23, 1999), (ii) it will not revoke such instructions, (iii) it has sufficient funds in the relevant account to cover the amount of such filing fee and (iv) it will confirm receipt of such instructions by its bank during the bank's regular business hours no later than November 23, 1999. 1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Arlington, Commonwealth of Virginia, on November 22, 1999. Telecorp PCS, Inc. /s/ Gerald T. Vento By: _________________________________ Gerald T. Vento Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ Gerald T. Vento Chief Executive Officer November 22, 1999 ______________________________________ (Principal Executive Gerald T. Vento Officer) and Chairman /s/ Thomas H. Sullivan Executive Vice President, November 22, 1999 ______________________________________ Chief Financial Officer Thomas H. Sullivan (Principal Financial and Accounting Officer) and Director * Director November 22, 1999 ______________________________________ Michael R. Hannon * Director November 22, 1999 ______________________________________ Scott Anderson Director November , 1999 ______________________________________ Rohit M. Desai Director November , 1999 ______________________________________ Gary S. Fuqua * Director November 22, 1999 ______________________________________ James M. Hoak * Director November 22, 1999 ______________________________________ Mary Hawkins-Key * Director November 22, 1999 ______________________________________ William Kussell
S-1
Signature Title Date --------- ----- ---- Director November , 1999 ______________________________________ William Laverack, Jr. * Director November 22, 1999 ______________________________________ Joseph O'Donnell * Director November 22, 1999 ______________________________________ Michael Schwartz * Director November 22, 1999 ______________________________________ James F. Wade
/s/ Thomas H. Sullivan *By: ________________________________ Thomas H. Sullivan Attorney-in-fact S-2 EXHIBIT INDEX 5.1 Opinion of McDermott, Will & Emery regarding the validity of the class A common stock. 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of McDermott, Will & Emery (included in Exhibit 5.1) 24.1 Power of Attorney (filed as Exhibit 24.1 to the registration statement on Form S-1 of the registrant (file no. 333-89393) and incorporated by reference herein.
EX-5.1 2 OPINION OF MCDERMOTT, WILL & EMERY Exhibit 5.1 [McDermott, Will & Emery Letterhead] November 22, 1999 TeleCorp PCS, Inc. 1010 N. Glebe Road Arlington, Virginia 22201 Ladies and Gentlemen: We refer to the Registration Statement (the "Initial Registration Statement") on Form S-1 (File No. 333-89393), filed by TeleCorp PCS, Inc., a Delaware corporation (the "Company"), with the Securities and Exchange Commission (the "Commission"), for the purpose of registering under the Securities Act of 1933, as amended (the "Securities Act"): 8,970,000 shares of the Company's Class A Voting Common Stock, par value $.01 per share (the "Class A Common Stock"), to be offered to the public pursuant to an Underwriting Agreement (the "Underwriting Agreement") among the Company and Salomon Smith Barney Inc., Lehman Brothers Inc., Deutsche Bank Securities Inc., Merrill Lynch, Pierce Fenner & Smith Incorporated, as representatives of the underwriters; and 1,900,000 shares of the Company's Class A Common Stock to be offered to AT&T Wireless PCS LLC pursuant to a Stock Purchase Agreement between the Company and AT&T Wireless PCS LLC (the "Stock Purchase Agreement") . The Initial Registration Statement was declared effective by the Commission on November 22, 1999. The Company has filed, as of the date hereof, a Registration Statement on Form S-1 pursuant to Rule 462(b) of the Securities Act (the "New Registration Statement") to register additional shares of Class A Common Stock to be purchased and sold under the Underwriting Agreement and the Stock Purchase Agreement together with the shares of Class A Common Stock registered pursuant to the Initial Registration Statement. In connection with the New Registration Statement, we have acted as counsel for the Company and have reviewed the Initial Registration Statement. In addition, we have examined originals or copies, certified or otherwise identified to our satisfaction, of all such records of the Company and all such agreements, certificates of public officials, certificates of officers or representatives of the Company and others, and such other documents, certificates and corporate or other records as we have deemed necessary or appropriate as a basis for the opinion set forth herein. In our examination we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. We are members of the Bar of The Commonwealth of Massachusetts and do not purport to be experts on, or generally familiar with, or certified to express legal conclusions based upon, the laws of any other jurisdiction, other than the corporate laws of the State of Delaware and the laws of the United States to the extent applicable hereto. Accordingly, as to matters of law set forth below, our opinion is limited to matters of law under the laws of the District of Columbia, the laws of the United States to the extent applicable hereto and the corporate laws of the State of Delaware, and we express no opinion as to the laws of any states or jurisdictions other than as specified above. Based upon the foregoing and subject to the other qualifications stated herein, we are of the opinion that the shares of Class A Common Stock being registered by the Company pursuant to the New Registration Statement have been duly authorized and, when issued and delivered in accordance with the terms of the Underwriting Agreement and the Stock Purchase Agreement, will be legally issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as Exhibit 5.1 to the New Registration Statement and to the reference to this firm under the caption "Legal Matters" contained in the Initial Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act. Very truly yours, /s/ McDermott, Will & Emery EX-23.1 3 CONSENT OF PRICEWATERHOUSECOOPERS LLP Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the use in this Registration Statement on Form S-1 of our report dated November 16, 1999, except for Note 17, for which the date is November 22, 1999, relating to the consolidated financial statements of TeleCorp PCS, Inc. and Subsidiaries and Predecessor Company. We also consent to the reference to our firm under the headings "Experts" in such Registration Statement. PricewaterhouseCoopers LLP McLean, Virginia November 22, 1999 -----END PRIVACY-ENHANCED MESSAGE-----