<PAGE>
As filed with the Securities and Exchange Commission on July 2, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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OMNIPOINT CORPORATION
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(Exact name of registrant as specified in its charter)
3 BETHESDA METRO
DELAWARE CENTER 04-2969720
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(State or other BETHESDA, MARYLAND (I.R.S. Employer
jurisdiction of 20814 Identification no.)
incorporation or (Address of principal
organization) executive offices)
OMNIPOINT CORPORATION
1997 OMNIBUS STOCK PLAN
------------------------
(Full title of the plan)
Copy To:
DOUGLAS G. SMITH EDWIN M. MARTIN, ESQ.
OMNIPOINT CORPORATION NANCY A. SPANGLER, ESQ.
3 BETHESDA METRO CENTER PIPER & MARBURY L.L.P.
SUITE 400 1200 NINETEENTH STREET, N.W.
BETHESDA, MARYLAND 20814 WASHINGTON, D.C. 20036
(301) 951-2500 (202) 861-3900
(Name, address and telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE FEE
------------------ ------------------ ------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
COMMON STOCK (PAR VALUE
$0.01 PER SHARE) AND THE
PARTICIPATION INTERESTS
IN THE 1997 OMNIBUS
STOCK PLAN 2,500,000(1) $ 16.00(2) $ 40,000,000(2) $ 12,122(2)
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</TABLE>
(1) THIS REGISTRATION STATEMENT SHALL ALSO COVER ANY ADDITIONAL SHARES OF COMMON
STOCK WHICH BECOME ISSUABLE UNDER THE OMNIPOINT CORPORATION 1997 OMNIBUS
STOCK PLAN BY REASON OF ANY STOCK DIVIDEND, STOCK SPLIT, RECAPITALIZATION OR
OTHER SIMILAR TRANSACTION EFFECTED WITHOUT THE RECEIPT OF CONSIDERATION
WHICH, RESULTS IN AN INCREASE IN THE NUMBER OF THE REGISTRANT'S OUTSTANDING
SHARES OF COMMON STOCK.
(2) ESTIMATED PURSUANT TO RULE 457 SOLELY FOR THE PURPOSE OF CALCULATING THE
REGISTRATION FEE ON THE BASIS OF THE CLOSING PRICE OF $16.00 PER SHARE
REPORTED ON THE NASDAQ NATIONAL MARKET ON JUNE 26, 1997. NO SEPARATE
REGISTRATION FEE IS PROVIDED FOR THE PARTICIPATION INTERESTS IN THE 1997
OMNIBUS STOCK PLAN.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING
WITH THE SECURITIES AND EXCHANGE COMMISSION, AND SALES OF REGISTERED
SECURITIES WILL BEGIN AS SOON AS PRACTICABLE AFTER SUCH EFFECTIVE DATE.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
----------------------------------------
The following documents and information previously filed with the
Securities and Exchange Commission (the "Commission") by Omnipoint Corporation
(the "Company") are hereby incorporated by reference in this Registration
Statement:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, filed pursuant to Section 13 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act").
(2) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1997, filed pursuant to Section 13 of the Exchange Act.
(3) A decription of the Company's 1997 Omnibus Stock Plan in the Company's
Schedule 14A Definitive Proxy Statement for the 1997 Annual Meeting of
Stockholders filed on April 28, 1997, pursuant to Section 14 of the Exchange
Act.
(4) The description of the Company's Common Stock contained in the
Company's Amendment No. 1 to Registration Statement on Form 8-A filed December
22, 1995, pursuant to Section 12(g) of the Exchange Act.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. The documents required to be so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES. Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
---------------------------------------
Counsel for the Company, Piper & Marbury L.L.P., Washington, D.C., has
rendered an opinion to the effect that the Common Stock offered hereby is duly
and validly issued, fully paid and nonassessable. Certain members of Piper &
Marbury L.L.P., or investment partnerships of which such persons are partners,
beneficially own approximately 1,200 shares of the Company's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
------------------------------------------
The Company's By-laws provide that the Company shall, to the full extent
permitted by Section 145 of the General Corporation Law of the State of
Delaware, as amended from time to time, indemnify all persons whom it may
indemnify pursuant thereto. In addition, the Company's Certificate of
Incorporation eliminates personal liability of its directors to the full extent
permitted by Section 102(b)(7) of the General Corporation Law of the State of
Delaware, as amended from time to time.
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Section 145 of the General Corporation Law of the State of Delaware
permits a corporation to indemnify its directors and officers against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlements
actually and reasonably incurred by them in connection with any action, suit or
proceeding brought by third parties, if such directors or officers acted in good
faith and in a manner they reasonably believed to be in or not opposed to the
best interests of the corporation and, with respect to any criminal action or
proceeding, had no reason to believe their conduct was unlawful. In a derivative
action, i.e., one by or in the right of the corporation, indemnification may be
made only for expenses actually and reasonably incurred by directors and
officers in connection with the defense or settlement of an action or suit, and
only with respect to a matter as to which they shall have acted in good faith
and in a manner they reasonably believed to be in or not opposed to the best
interest of the corporation, except that no indemnification shall be made if
such person shall have been adjudged liable to the corporation, unless and only
to the extent that the court in which the action or suit was brought shall
determine upon application that the defendant officers or directors are
reasonably entitled to indemnity for such expenses despite such adjudication of
liability.
Section 102(b)(7) of the General Corporation Law of the State of Delaware
provides that a corporation may eliminate or limit the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, provided that such provision shall not
eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the General Corporation Law
of the State of Delaware, or (iv) for any transaction from which the director
derived an improper personal benefit. No such provision shall eliminate or limit
the liability of a director for any act or omission occurring prior to the date
when such provision becomes effective.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
------------------------------------
ITEM 8. EXHIBITS.
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Exhibit
Number Description
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5.1 Opinion of Piper & Marbury L.L.P., as to the legality of
securities being registered.
10.1 1997 Omnibus Stock Plan
23.1 Consent of Counsel (contained in Exhibit 5.1).
23.2 Consent of Independent Accountants.
24.1 Power of Attorney (included in signature pages).
ITEM 9. UNDERTAKINGS.
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(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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<PAGE>
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
[Remainder of page intentionally left blank. Signature page follows.]
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bethesda, and the State of Maryland on this 1st day
of July, 1997.
OMNIPOINT CORPORATION
By: /s/ Douglas G. Smith
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Douglas G. Smith, President,
Chief Executive Officer, and
Chairman of the Board
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
Each person whose signature appears below in so signing also makes,
constitutes and appoints Douglas G. Smith and Edwin M. Martin, Jr., and each of
them acting alone, his true and lawful attorney-in-fact, with full power of
substitution, for him in any and all capacities, to execute and cause to be
filed with the Securities and Exchange Commission any and all amendments and
post-effective amendments to this Registration Statement on Form S-8, with
exhibits thereto and other documents in connection therewith, and hereby
ratifies and confirms all that said attorney-in-fact or his substitute or
substitutes may do or cause to be done by virtue hereof.
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A Majority of the Board of Directors:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Douglas G. Smith President, Chief Executive June 30, 1997
- ---------------------------- Officer, Chairman of the
Douglas G. Smith Board and Director (Principal
Executive Officer)
/s/ George F. Schmitt Executive Vice President and June 30, 1997
- ---------------------------- Director; President of
George F. Schmitt Omnipoint Communications Inc.
/s/ Bradley E. Sparks Chief Financial Officer June 30, 1997
- ---------------------------- (Principal Financial and
Bradley E. Sparks Accounting Officer)
/s/ James J. Ross Director and Vice Chairman June 30, 1997
- ---------------------------- of the Board
James J. Ross
/s/ Evelyn Goldfine Director June 30, 1997
- ----------------------------
Evelyn Goldfine
/s/ Richard L. Fields Director June 30, 1997
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Richard L. Fields
/s/ Paul J. Finnegan Director June 30, 1997
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Paul J. Finnegan
/s/ James N. Perry, Jr. Director June 30, 1997
- ----------------------------
James N. Perry, Jr.
/s/ Arjun Gupta Director June 30, 1997
- ----------------------------
Arjun Gupta
</TABLE>
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<PAGE>
Pursuant to the requirements of the Securities Act of 1993, the
Administrator of the Omnipoint Corporation 1997 Omnibus Stock Plan duly has
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Bethesda, State of
Maryland, on June 30, 1997.
OMNIPOINT CORPORATION
1997 OMNIBUS STOCK PLAN
By: /s/ Douglas G. Smith
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Douglas G. Smith, President
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
5.1 Opinion of Piper & Marbury L.L.P. (contains Consent of Counsel).
10.1* 1997 Omnibus Stock Plan.
23.1 Consent of Counsel (contained in Exhibit 5.1).
23.2 Consent of Independent Accountants.
24.1 Power of Attorney (included in signature pages).
</TABLE>
_________________
* Incorporated by reference to the Company's Schedule 14A, Definitive Proxy
Statement, filed with the Commission on April 28, 1997.
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<PAGE>
Exhibit 5.1
PIPER & MARBURY
L.L.P.
1200 NINETEENTH STREET, N.W. BALTIMORE
WASHINGTON, D.C. 20036-2430 NEW YORK
202-861-3900 PHILADELPHIA
FAX: 202-223-2085 EASTON
LONDON
July 2, 1997
Omnipoint Corporation
3 Bethesda Metro Center
Suite 400
Bethesda, Maryland 20814
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about July 2, 1997 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 2,500,000 shares of Common Stock reserved
for issuance under the Omnipoint 1997 Omnibus Stock Plan (the "Plan"). As your
legal counsel, we have examined the proceedings proposed to be taken by you in
connection with the sale and issuance of said shares.
It is our opinion that, upon completion of the proceedings to be taken
prior to issuance of the shares pursuant to the Prospectus constituting part of
the Registration Statement on Form S-8 and upon completion of the proceedings
being taken in order to permit such transactions to be carried out in accordance
with the securities laws of the various states where required, the shares, when
issued and sold in the manner referred to in the Plan and the agreements which
accompany the Plan, and in accordance with the Company's Amended and Restated
Certificate of Incorporation, will be legally and validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to said Registration
Statement and further consent to the use of our name wherever appearing in said
Registration Statement and amendments thereto.
Very truly yours,
/s/ Piper & Marbury L.L.P.
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of our report dated March 31, 1997 on our audits of the financial
statements and schedules of Omnipoint Corporation as of December 31, 1996 and
1995 and for the years ended December 31, 1996, 1995 and 1994 included in its
Annual Report on Form 10-K for the year ended December 31, 1996.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
July 1, 1997
