<PAGE>
As filed with the Securities and Exchange Commission on June 23, 1999
Registration No. 333-07345
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OMNIPOINT CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 04-296720
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
3 Bethesda Metro Center
Suite 400
Bethesda, Maryland 20814
(Address of principal executive offices) (Zip Code)
OMNIPOINT CORPORATION AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
(formerly known as OMNIPOINT CORPORATION 1996 EMPLOYEE STOCK PURCHASE PLAN)
(Full title of plan)
(Name, address and telephone
number of agent for service) (Copy to:)
DOUGLAS G. SMITH EDWIN M. MARTIN, JR., ESQ.
Omnipoint Corporation Piper & Marbury L.L.P.
3 Bethesda Metro Center 1200 Nineteenth Street, N.W.
Suite 400 Washington, D.C. 20036
Bethesda, Maryland 20814 (202) 861-3900
(301) 951-2500
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
Proposed
Amount Maximum Amount of
to be Aggregate Registration
Title of Securities to be Registered Registered Offering Price (2) Fee (2)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock, $.01 par value 250,000 (1) $4,625,000 $1,285.75
=====================================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate number of
shares of Common Stock that may be offered or issued by reason of stock
splits, stock dividends or similar transactions and an indeterminate number
of plan participation interests to be offered or sold pursuant to the
Amended and Restated Employee Stock Purchase Plan.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) and (h). The proposed maximum offering price per share,
proposed maximum aggregate offering price and the amount of the
registration fee are based on the average of the high and low prices of
Omnipoint Corporation Common Stock reported on the Nasdaq National Market
on June 18, 1999 (i.e., $18.50). Pursuant to Rule 457(h)(2), no separate
registration fee is provided for the participation interests in the Amended
and Restated Employee Stock Purchase Plan.
<PAGE>
INCORPORATION BY REFERENCE
In accordance with General Instruction E to Form S-8, the contents of the
Registration Statement filed by Omnipoint Corporation (the "Company") with the
Securities and Exchange Commission (the "Commission") (File No. 333-07345), with
respect to securities offered pursuant to the Company's 1996 Employee Stock
Purchase Plan, is hereby incorporated by reference.
In addition, the following documents which have been filed by the Company
with the Commission pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), are incorporated herein by reference:
(a) Annual Report of the Registrant on Form 10-K for the fiscal year ended
December 31, 1998;
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document
referred to in (a) above; and
(c) Description of Common Stock of the Registrant contained or
incorporated in the registration statements filed by the Registrant
under the Exchange Act, including any amendments or reports filed for
the purpose of updating such description.
All documents subsequently filed by the Registrant and the Plan with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
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 of this Registration Statement 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. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- --------- ------------------------------------------------------------------
4.0 Omnipoint Corporation Amended and Restated Employee Stock Purchase
Plan (incorporated by reference to the Company's Schedule 14A,
Definitive Proxy Statement, filed with the Commission on April 27,
1999, File No. 001-14419)
5.0 Opinion of Piper & Marbury L.L.P., counsel for the Registrant,
regarding the legal validity of the shares of Common Stock being
registered for issuance under the Plan (filed herewith)
23.1 Consent of Counsel (contained in Exhibit 5.0)
23.2 Consent of Independent Accountants (filed herewith)
-2-
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on this Post-Effective Amendment No. 1 to the
Form S-8 Registration Statement and has duly caused this Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Bethesda, State of Maryland, on the 22nd day of
June, 1999.
OMNIPOINT CORPORATION
By: /s/ Douglas G. Smith
--------------------
Douglas G. Smith
President, Chief Executive Officer, and
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Administrator of the Omnipoint Corporation Amended and Restated Employee Stock
Purchase Plan has duly caused this Amendment No. 1 to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Bethesda, State of Maryland, on the 22nd day of June, 1999.
OMNIPOINT CORPORATION
AMENDED AND RESTATED EMPLOYEE
STOCK PURCHASE PLAN
By: /s/ Richard L. Fields
---------------------
Richard L. Fields
Member of Compensation Committee
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Douglas G. Smith President, Chief Executive Officer, and June 22, 1999
- -------------------------------- Chairman of the Board
Douglas G. Smith (Principal Executive Officer)
/s/Harry Plonskier Chief Accounting Officer June 22, 1999
- -------------------------------- (Principal Financial and Accounting Officer)
Harry Plonskier
</TABLE>
-3-
<PAGE>
A majority of the Board of Directors (Richard L. Fields, Evelyn Goldfine,
Arjun Gupta, James N. Perry, Jr., James J. Ross, George F. Schmitt, Douglas G.
Smith).
Date: June 22, 1999 By: /s/ Edwin M. Martin, Jr.
----------------------------
Edwin M. Martin, Jr.
Attorney-In-Fact
-4-
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------------------------------------------------------
<S> <C>
4.0 Omnipoint Corporation Amended and Restated Employee Stock Purchase
Plan (incorporated by reference to the Company's Schedule 14A,
Definitive Proxy Statement, filed with the Commission on April 27,
1999, File No. 001-14419)
5.0 Opinion of Piper & Marbury L.L.P., counsel for the Registrant,
regarding the legal validity of the shares of Common Stock being
registered for issuance under the Plan (filed herewith)
23.1 Consent of Counsel (contained in Exhibit 5.0)
23.2 Consent of Independent Accountants (filed herewith)
</TABLE>
-5-
<PAGE>
EXHIBIT 5.0
PIPER & MARBURY
L.L.P.
CHARLES CENTER SOUTH
36 SOUTH CHARLES STREET
Baltimore, Maryland 21201-3010 WASHINGTON
410-539-2530 NEW YORK
FAX: 410-539-0489 PHILADELPHIA
EASTON
June 22, 1999
Omnipoint Corporation
3 Bethesda Metro Center
Suite 400
Bethesda, Maryland 20814
Ladies and Gentlemen:
We have acted as counsel to Omnipoint Corporation, a Delaware corporation
(the "Corporation"), in connection with the preparation and filing with the
Securities and Exchange Commission of a Post-Effective Amendment No. 1 to Form
S-8 Registration Statement (the "Amendment No. 1") registering 250,000 shares of
Common Stock, par value $.01 per share, issuable pursuant to the exercise of
stock options granted under the Omnipoint Corporation Amended and Restated
Employee Stock Purchase Plan (the "Plan") (shares registered under the Plan
pursuant to the Amendment No. 1 referred to as the "Plan Shares").
We have examined copies of the Corporation's Amended and Restated
Certificate of Incorporation, Amended and Restated By-Laws, the Plan, all
resolutions adopted by the Corporation's Board of Directors relating to the
above and other records and documents that we have deemed necessary for the
purpose of this opinion. We have also examined such other documents, papers,
statutes and authorities as we have deemed necessary to form a basis for this
opinion. In our examination, we have assumed the genuineness of all signatures
and the conformity to original documents of all copies submitted to us. As to
various questions of fact material to this opinion, we have relied on statements
and certificates of officers and representatives of the Corporation and others.
Based upon the foregoing, we are of the opinion that the Plan Shares
issuable under the Plan have been duly authorized and will be (when issued, sold
and delivered as authorized) validly issued, fully paid and non-assessable.
The opinion set forth herein is limited to matters governed by the laws of
the State of Delaware and the Federal Laws of the United States of America, and
we express no opinion as to any other laws.
We hereby consent to the filing of this opinion as Exhibit 5.0 to the Post-
Effective Amendment No. 1 to the Registration Statement.
Very truly yours,
/s/ Piper & Marbury L.L.P.
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Post-Effective
Amendment No. 1 to the Registration Statement on Form S-8 (No. 333-07345) of
Omnipoint Corporation of our report dated March 31, 1999 relating to the
financial statements, which appears in the Annual Report to Shareholders, which
is incorporated in this Annual Report on Form 10-K. We also consent to the
incorporation by reference of our report dated March 31, 1999 relating to the
financial statement schedule, which appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
June 23, 1999
