FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
OMNIPOINT CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 04-2969720
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
3 Bethesda Metro Center, Suite 400, Bethesda, Maryland 20814
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
7% Cumulative Convertible Preferred Stock Nasdaq National Market
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
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Item 1: Description of Registrant's Securities to be Registered
The description of the 7% Cumulative Convertible Preferred
Stock, par value $0.01 per share, required by this Item is contained in the
Company's Registration Statement on Form S-3 (Registration No. 333-58155), filed
with the Commission on June 30, 1998. Such description, which appears in the
prospectus contained in the Registration Statement under the caption
"Description of the Preferred Stock" at pages 24-31, is incorporated herein by
reference.
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Item 2: Exhibits
The following Exhibits are filed as part of the Registration
Statement:
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Exhibit Number Description
1.1 Description of the 7% Cumulative Convertible Preferred Stock, par value $0.01,
appearing under the caption "Description of the Preferred Stock" at pages 24-31 of the
prospectus contained in the Company's Registration Statement on Form S-3 (Reg.
No. 333-58155).
1.2 Specimen of stock certificate for shares of Preferred Stock, par value $0.01 per
share.
2.1 Amended and Restated Certificate of Amendment filed with the State of Delaware on May
27, 1998. Incorporated herein by reference to Exhibit 3.2 to the Registrant's
Registration Statement on Form S-3 (Reg. No. 333-58155).
2.2 Certificate of Designation establishing the Voting
Powers, Designations, Preferences, Limitations,
Restrictions and Relative Rights of 7% Cumulative
Convertible Preferred Stock. Incorporated herein by
reference to Exhibit 4.3 to the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1998.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
OMNIPOINT CORPORATION
Date: August 17, 1998 By: /s/Bradley E. Sparks
--------------------
Bradley E. Sparks
Chief Financial Officer
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<PAGE>
Exhibit 1.2
Specimen of Preferred Stock Certificate
[FRONT OF CERTIFICATE]
[LOGO]
PREFERRED STOCK PREFERRED STOCK
NUMBER SHARES
INCORPORATED UNDER THE LAWS SEE REVERSE FOR
OF THE STATE OF DELAWARE CERTAIN DEFINITIONS
AND LEGENDS
THIS CERTIFIES THAT
is the registered holder of
FULLY PAID AND NON-ASSESSABLE SHARES OF PREFERRED STOCK, $.01 PAR VALUE OF
OMNIPOINT CORPORATION
(hereinafter called the Corporation), transferable on the books of the
Corporation by the holder hereof in person or by duly authorized attorney upon
surrender of this certificate properly endorsed.
This certificate is not valid until countersigned and registered by the
Transfer Agent and Registrar. Witness the facsimile signatures of the
Corporation's duly authorized officers.
Dated:
PRESIDENT AND [SEAL] SECRETARY
CHIEF EXECUTIVE OFFICER
<PAGE>
[BACK OF CERTIFICATE]
OMNIPOINT CORPORATION
The Corporation will furnish without charge to each stockholder who so
requests a statement of the powers, designations, preferences and relative,
participating, optional, or other special rights of each class of stock or
series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.
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The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM- as tenants in common UNIF GIFT MIN ACT-__________Custodian___________
TEN ENT- as tenants by the entireties (cust) (Minor)
JT TEN- as joint tenants with
right of survivorship and under Uniform Gifts to Minors Act
not as tenants in common
-------------------------
(State)
Additional abbreviations may also be used not in the above list
For Value Received, ___________ hereby sell, assign transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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_____________________________________________ Shares
of the capital stock represented by the within
Certificate, and do hereby irrevocably constitute and appoint
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Attorney to transfer the said Stock on the books of the within-named Corporation
with the full power of substitution in the premises.
Dated ________________19___
In the presence of
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SIGNATURE GUARANTEED:_______________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND
LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN
APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),
PURSUANT TO S.E.C. RULE 17Ad-15.
