<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 27, 1996
REGISTRATION NO. 333-03739
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
AMENDMENT NO. 4
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
OMNIPOINT CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
2000 NORTH 14TH STREET, SUITE 550
ARLINGTON, VA 22201
(703) 522-7778
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
DELAWARE 4812 04-2969720
(STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
JURISDICTION OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
INCORPORATION OR
ORGANIZATION)
---------------
DOUGLAS G. SMITH
OMNIPOINT CORPORATION
2000 NORTH 14TH STREET, SUITE 550
ARLINGTON, VA 22201
(703) 522-7778
(NAME AND ADDRESS OF AGENT FOR SERVICE)
---------------
COPIES TO:
EDWIN M. MARTIN, JR., ESQUIRE SEAN P. GRIFFITHS, ESQUIRE
PIPER & MARBURY L.L.P. GIBSON, DUNN & CRUTCHER LLP
1200 19TH STREET N.W. 200 PARK AVENUE
WASHINGTON, DC 20036 NEW YORK, NY 10166
(202) 861-3900 (212) 351-4000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), 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. [_]
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF EACH CLASS OF MAXIMUM MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Shares of Common Stock, 8,050,000
par value $.01........ shares $27.25 $219,362,500 $0(3)
</TABLE>
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(1) Includes 1,050,000 shares which the Underwriters have the options to
purchase to cover over-allotments, if any.
(2) Estimated solely for purposes of determining the registration fee pursuant
to Rule 457(c) under the Securities Act.
(3) A registration fee of $75,642 was previously paid in connection with the
initial filing of the Registration Statement.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company has duly caused this Amendment No. 4 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Arlington, County of Arlington, Commonwealth of Virginia, on the 27th
day of June, 1996.
OMNIPOINT CORPORATION
By: /s/ Douglas G. Smith
---------------------------------
Douglas G. Smith
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 4 to Registration Statement has been signed below by the
following persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Douglas G. Smith President, Chief Executive June 27, 1996
- ------------------------------------ Officer, Chairman of the
Douglas G. Smith Board and Director
(Principal Executive
Officer)
* Executive Vice President and June 27, 1996
- ------------------------------------ Director, President of
George F. Schmitt Omnipoint Communications
Inc.
/s/ Bradley E. Sparks Chief Financial Officer June 27, 1996
- ------------------------------------ (Principal Financial and
Bradley E. Sparks Accounting Officer)
* Director and Vice Chairman June 27, 1996
- ------------------------------------ of the Board
James J. Ross
* Director June 27, 1996
- ------------------------------------
Evelyn Goldfine
* Director June 27, 1996
- ------------------------------------
Richard L. Fields
* Director June 27, 1996
- ------------------------------------
Paul J. Finnegan
* Director June 27, 1996
- ------------------------------------
James N. Perry, Jr.
* Director June 27, 1996
- ------------------------------------
Arjun Gupta
*/s/ Edwin M. Martin, Jr.
- ------------------------------------
Edwin M. Martin, Jr.
Attorney-in-Fact
</TABLE>
II-7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE
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<C> <S> <C>
1.1 Form of Underwriting Agreement.
3.1** Amended and Restated Certificate of Incorporation of the
Registrant.
3.2* Amended and Restated Bylaws of the Registrant.
4.1* Specimen stock certificate for shares of Common Stock of the
Registrant.
4.2 See Exhibit 3.1.
5.1 Opinion of Piper & Marbury L.L.P. regarding legality of
securities being registered.
10.1* Registrant's Amended and Restated 1990 Stock Option Plan.
10.2* Form of Incentive Stock Option Agreement under Registrant's
1990 Stock Option Plan.
10.3* Form of Stock Option Agreement under Registrant's 1990 Stock
Option Plan for non-qualified options.
10.4* Form of Stock Option Agreement outside scope of Registrant's
1990 Stock Option Plan for non-qualified options.
10.5* Warrant Certificate, dated August 2, 1991, by and between
the Registrant and Allen & Company Incorporated.
10.6* Warrant Certificate, dated August 2, 1991, by and between
the Registrant and Allen & Company Incorporated.
10.7* Letter agreement, dated June 29, 1995, by and between the
Registrant and Allen & Company Incorporated (relating to
Exhibit 10.6).
10.8* Common Stock Purchase Warrant issued March 10, 1995, granted
to Madison Dearborn Capital Partners, L.P.
10.9* Common Stock Purchase Warrant issued March 10, 1995, granted
to Madison Dearborn Capital Partners, L.P.
10.10* Proprietary Information, Development and Non-Compete
Agreement, dated December 6, 1990, by and between the
Registrant and Douglas G. Smith.
10.11* Employment Agreement, effective October 1, 1995, by and
between the Registrant, Omnipoint Communications Inc. and
George F. Schmitt.
10.12* Promissory Note, dated October 1, 1995, by George F.
Schmitt.
10.13* Stock Restriction Agreement, dated October 1, 1995, by and
between the Registrant and George F. Schmitt.
10.14* Employment Agreement, dated April 17, 1995, by and between
the Registrant and Bradley E. Sparks.
10.15* Promissory Note, dated April 17, 1995, by Bradley E. Sparks.
10.16* Stock Restriction Agreement, dated April 17, 1995, by and
between the Registrant and Bradley E. Sparks.
10.17* Employment Agreement, dated December 5, 1994, by and between
the Registrant and Randall Meals.
10.18* Promissory Note, dated December 5, 1994, by Randall Meals.
10.19* Promissory Note, dated September 19, 1995, by Randall Meals.
10.20* Stock Restriction Agreement, dated December 5, 1995, by and
between the Registrant and Randall Meals.
10.21* Employment Agreement, dated June 21, 1994, by and between
Omnipoint Communications Inc. and Harry Plonskier.
10.22* Stock Restriction Agreement, dated July 5, 1994, by and
between the Registrant and Harry Plonskier.
10.23* Employment Agreement, dated June 16, 1991, by and between
the Registrant and Evelyn Goldfine.
10.24* Employment Agreement, dated April 15, 1994, by and between
the Registrant and Robert Dixon.
10.25 [Intentionally left blank]
10.26* Form of Employment Agreement by and between the Registrant
and its employees.
10.27* Form of Non-Disclosure Agreement.
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE
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<C> <S> <C>
10.28* Form of Stock Restriction Agreement by and between the
Registrant and certain stockholders.
10.29* Series A Convertible Preferred Stock Purchase Agreement,
dated August 2, 1991, by and between the Registrant and
Allen & Company Incorporated.
10.30* Series B Convertible Preferred Stock Purchase Agreement,
dated August 9, 1993, by and among the Registrant and
Madison Dearborn Capital Partners, L.P.
10.31* Amendment No. 1 to Series B Convertible Preferred Stock
Purchase Agreement, dated June 29, 1995, by and between the
Registrant and Madison Dearborn Capital Partners, L.P.
10.32* Series C Convertible Preferred Stock Purchase Agreement,
dated June 29, 1995, by and among the Registrant and the
other parties named therein.
10.33* Stock Purchase Agreement, dated January 29, 1994, by and
between the Registrant and Ameritech Development
Corporation.
10.34* Stock Purchase Agreement, dated June 29, 1994, by and
between the Registrant and Associated PCN Company.
10.35* Common Stock Purchase Agreement, dated June 1, 1994, by and
between the Registrant and the parties named therein.
10.36* Amended and Restated Registration Rights Agreement, dated
June 29, 1995, by and among the Registrant and the parties
named therein.
10.37* First Amended and Restated Voting Agreement, dated June 29,
1995, by and among the Registrant and the other parties
named therein.
10.38* OEM Supply Agreement for Omnipoint PCS (Personal
Communication Systems) Products, dated September 22, 1994,
by and between the Registrant and Northern Telecom Inc.
10.39* Letter agreement dated December 9, 1994, by and between the
Registrant and Northern Telecom Inc. (relating to Exhibit
10.38).
10.40* Manufacturing License and Escrow Agreement for Personal
Communication Service Products, dated February 28, 1995, by
and between the Registrant and Northern Telecom Inc.
10.41* Collaborative Development Agreement, dated March 1, 1995, by
and between the Registrant and Northern Telecom Inc.
10.42* Reciprocal OEM Agreement Memorandum of Understanding, dated
March 30, 1995, by and between the Registrant and Northern
Telecom Inc.
10.43* Supply Agreement, dated September 22, 1994, by and between
Omnipoint Communications Inc. and Northern Telecom Inc.
10.44* Amendment No. 1 to Supply Agreement, dated July 21, 1995, by
and between Omnipoint Communications Inc. and Northern
Telecom Inc.
10.45* Loan Agreement, dated as of July 21, 1995, by and between
Omnipoint Communications Inc. and Northern Telecom Inc.
10.46 [Intentionally left blank]
10.47* Engineering Services Agreement, dated as of August 31, 1995,
by and between the Registrant and JRC International Inc.
10.48* Memorandum of Understanding, dated April 21, 1995, by and
between the Registrant and Pacific Bell Mobile Services.
10.49* Office Sublease Agreement by and between the Registrant and
United Technologies Microelectronics Center, Inc.,
commencing August 1, 1994 or upon earlier occupation by the
Registrant.
10.50* Amendment to Office Sublease Agreement, signed August 17,
1994, by and between the Registrant and United Technologies
Microelectronics Center, Inc.
10.51* Office Building Lease for Courthouse Plaza Office Building,
dated January 18, 1994, by and between the Registrant and
Eastrich No. 130 Corporation.
10.52* First Lease Amendment, dated January 20, 1995, by and
between the Registrant and Eastrich No. 130 Corporation.
10.53* Pioneer's Preference License granted by the FCC to Omnipoint
Communications Inc. on December 14, 1994.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE
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<C> <S> <C>
10.54* Note and Warrant Purchase Agreement dated November 22, 1995,
between the Registrant and the purchasers named therein.
10.55* Senior Note Due 2000 issued by the Registrant on November
22, 1995 to the holder identified therein.
10.56* Senior Note Due 2000 issued by the Registrant on November
22, 1995 to the holder identified therein.
10.57* Common Stock Warrant issued by the Registrant on November
22, 1995 to the holder identified therein.
10.58* Common Stock Warrant issued by the Registrant on November
22, 1995 to the holder identified therein.
10.59*+ Credit Agreement, dated as of November 21, 1995, by and
among OPCS Corp., Omnipoint PCS Entrepreneurs, Inc. and
Bank of America National Trust and Savings Association.
10.60*+ Memorandum of Understanding, dated November 22, 1995, by and
between the Registrant and Ericsson Inc.
10.60.1* Letter Agreement, dated January 24, 1996, by and between the
Registrant and between Ericsson Inc.
10.61*+ Convertible Subordinated Note and Warrant Purchase
Agreement, dated December 12, 1995, by and between the
Registrant and Hansol Paper Co., Ltd.
10.62* Convertible Subordinated Note and Warrant Purchase
Agreement, dated as of November 29, 1995, by and among the
Registrant and the entities identified therein.
10.63* Letter of Intent, dated October 26, 1995, by and between the
Registrant and BellSouth Personal Communications, Inc.
10.64* Waiver of Registration Rights and Confirmation of 180-Day
Lockup, dated as of October 31, 1995, by and between the
Registrant and Ameritech Development Corporation.
10.65* Registration Rights Agreement dated as of April 26, 1994, by
and among the Registrant and the parties thereto.
10.66* Contract for Sale of Real Estate, dated August 30, 1995, by
and between F&R Bari Realty, Ltd., Inc. and Omnipoint
Communications Inc.
10.67* Lease Agreement, dated October 15, 1995, by and between the
Registrant and Baetis Properties, Inc.
10.68***++ Acquisition Agreement for Ericsson CMS 40 Personal
Communications Systems (PCS) Infrastructure Equipment,
dated as of April 16, 1996, by and between Ericsson Inc.
and Omnipoint Communications Inc.
10.69***++ Acquisition Supply and License Agreement for Omnipoint
Personal Communications Systems (PCS) Infrastructure
Products, dated as of April 16, 1996, by and between
Ericsson, Inc. and the Registrant.
10.70***++ Agreement for Purchase and Sale of Ericsson Inc. Masko
Terminal Units, dated as of April 16, 1996, by and between
Ericsson, Inc. and Omnipoint Communications Inc.
10.71***++ Memorandum of Understanding, dated April 2, 1996, by and
between Orbitel Mobile Communications Inc. and the
Registrant.
10.72 Letter of Intent, dated November 20, 1995, by and between
the Registrant and Western Wireless Corporation.
10.73 Letter of Intent, dated February 26, 1996, by and between
Omnipoint Communications Inc. and American Portable
Telecom, Inc.
10.74 Letter of Intent, dated March 22, 1996, by and between the
Omnipoint Communications Inc. and American Personal
Communications.
10.75 Letter of Intent, dated May 13, 1996, by and between the
Registrant and InterCel, Inc.
10.76 License Agreement, dated March 22, 1996, by and between the
Registrant and Bender & Company, Inc.
10.77 Second License Agreement, dated April 17, 1996, by and
between Registrant and Bender & Company, Inc.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE
------- ----------- ----
<C> <S> <C>
10.78 Lease Agreement, dated March 1, 1996, by and between Omniset
Corporation and Roots Stone Limited Partnership.
11.1 Statement of computation of loss per share.
22.1* Subsidiaries of the Registrant.
24.1 Consent of Coopers & Lybrand L.L.P.
24.2 Consent of Piper & Marbury L.L.P. (to be included as part of
Exhibit 5.1 hereto).
25.1 Power of Attorney (included in signature pages).
27 @ Financial Data Schedule
</TABLE>
- --------
@ Filed herewith.
* Incorporated herein by reference from the Company's Registration
Statement on Form S-1, No. 33-98360.
** Incorporated herein by reference from Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1995.
*** Incorporated by reference from the Company's Current Report on Form 8-
K, filed May 3, 1996.
+ Portions of this Exhibit were omitted and filed separately with the
Secretary of the Commission pursuant to the Registrant's Application
Requesting Confidential Treatment under Rule 406 of the Act, which
application was granted by the Commission.
++ Portions of this Exhibit were omitted and filed separately with the
Secretary of the Commission pursuant to the Registrant's Application
Requesting Confidential Treatment under Rule 24b-2 under the Exchange
Act of 1934, filed May 3, 1996.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> YEAR 3-MOS
<FISCAL-YEAR-END> DEC-31-1995 MAR-31-1996
<PERIOD-START> JAN-01-1995 JAN-01-1996
<PERIOD-END> DEC-31-1995 MAR-31-1996
<CASH> 57,784 127,222
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 1,310 1,611
<CURRENT-ASSETS> 64,134 134,133
<PP&E> 21,423 24,772
<DEPRECIATION> 2,466 3,559
<TOTAL-ASSETS> 18,957 21,213
<CURRENT-LIABILITIES> 77,823 24,528
<BONDS> 0 0
0 0
44,127 0
<COMMON> 247 450
<OTHER-SE> (30,795) 132,276
<TOTAL-LIABILITY-AND-EQUITY> 474,990 543,905
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 38,002 13,432
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> (232) 2,471
<INCOME-PRETAX> (37,770) (15,903)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (37,770) (15,903)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (37,770) (15,903)
<EPS-PRIMARY> (1.31) (0.39)
<EPS-DILUTED> (1.31) (0.39)
</TABLE>
