<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 20, 1997
REGISTRATION NO. 333-37373
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 4
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
TELIGENT, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------
<TABLE>
<S> <C> <C>
DELAWARE 4812 54-1866562
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>
------------------
8065 LEESBURG PIKE
VIENNA, VA 22182
(703) 762-5100
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
LAURENCE E. HARRIS
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
TELIGENT, INC.
8065 LEESBURG PIKE
VIENNA, VA 22182
(703) 762-5100
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
Copies to:
<TABLE>
<S> <C>
MARK C. SMITH ROBERT EVANS III
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP SHEARMAN & STERLING
919 THIRD AVENUE 599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 10022
(212) 735-3000 (212) 848-4000
</TABLE>
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, 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, please 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 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
<TABLE>
<CAPTION>
TITLE OF EACH CLASS OF PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED AGGREGATE OFFERING PRICE(1) REGISTRATION FEE(2)
<S> <C> <C>
Senior Notes due 2007....................................... $ 250,000,000 $ 75,758
Senior Discount Notes due 2007.............................. $ 150,000,000 $ 45,455
Total....................................................... $ 400,000,000 $ 121,213
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933.
(2) Previously paid.
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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses expected to be
incurred in connection with the sale and distribution of the securities being
registered.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee......................................... $121,213
NASD filing fee............................................................................. $ 30,500
Printing and engraving expenses............................................................. *
Blue Sky fees and expenses.................................................................. *
Legal fees and expenses..................................................................... *
Accounting fees and expenses................................................................ *
Trustee fees and expenses................................................................... *
Miscellaneous............................................................................... *
--------
Total.................................................................................. $ *
--------
--------
</TABLE>
- ------------------
* To be filled in by amendment.
All of the amounts shown are estimates except for the fee payable to the
Securities and Exchange Commission and the NASD filing fee.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
DELAWARE GENERAL CORPORATION LAW (THE 'DGCL')
Section 145(a) of the DGCL provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner such person 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 reasonable cause to believe such person's conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that such person did not act in good
faith and in a manner which such person 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 reasonable cause to believe that such
person's conduct was unlawful.
Section 145(b) of the DGCL states that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Delaware Court of Chancery or
such other court shall deem proper.
II-1
<PAGE>
Section 145(c) of the DGCL provides that to the extent that a director,
officer, employee or agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in defense of any claim, issue or
matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith.
Section 145(d) of the DGCL states that any indemnification under
subsections (a) and (b) of Section 145 (unless ordered by a court) shall be made
by the corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances because such person has met the applicable standard of conduct
set forth in subsections (a) and (b) of Section 145. Such determination shall be
made (1) by a majority vote of the directors who are not parties to such action,
suit or proceeding, even though less than a quorum, or (2) if there are no such
directors, or if such directors so direct, by independent legal counsel in a
written opinion, or (3) by the stockholders.
Section 145(f) of the DGCL states that the indemnification and advancement
of expenses provided by, or granted pursuant to, the other subsections of
Section 145 shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in such person's official capacity and as to action in another
capacity while holding such office.
Section 145(g) of the DGCL provides that a corporation shall have the power
to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against such person and incurred by such person
in any such capacity or arising out of such person's status as such, whether or
not the corporation would have the power to indemnify such person against such
liability under the provisions of Section 145.
Section 145(j) of the DGCL states that the indemnification and advancement
of expenses provided by, or granted pursuant to, Section 145 shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
Article Eighth of the Company's Certificate of Incorporation will provide
that the Company will indemnify its directors and officers to the fullest extent
authorized or permitted by law, as now or hereafter in effect, and such right to
indemnification will continue as to a person who has ceased to be a director or
officer of the Company and will inure to the benefit of his or her heirs,
executors and personal and legal representatives; provided, however, that except
for proceedings to enforce rights to indemnification, the Company will not be
obligated to indemnify any director or officer (or his or her heirs, executors
or personal or legal representatives) in connection with a proceeding (or part
thereof) initiated by such person unless such proceeding (or part thereof) was
authorized or consented to by the Board of Directors. The right to
indemnification conferred by Article Eighth will include the right to be paid by
the Company the expenses incurred in defending or otherwise participating in any
proceeding in advance of its final disposition.
The rights to indemnification and to the advance of expenses conferred in
Article Eighth will not be exclusive of any other right which any person may
have or hereafter acquire under the Certificate of Incorporation, the By-Laws of
the Company, any statute, agreement, vote of stockholders or disinterested
directors or otherwise.
AMENDED AND RESTATED BY-LAWS
Section 1 of Article VIII of the By-laws will provide that subject to
Section 3 of Article VIII, the Company will indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Company) by reason
of the fact that such person is or was a director or officer of the Company, or
is or was a director or officer of the Company serving at the request of the
Company as a director or
II-2
<PAGE>
officer, employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe such person's conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, will not, of itself, create a
presumption that the person did not act in good faith and in a manner which such
person reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, had reasonable
cause to believe that such person's conduct was unlawful.
Section 2 of Article VIII of the By-laws will provide that subject to
Section 3 of Article VIII, the Company will indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Company to procure a judgment
in its favor by reason of the fact that such person is or was a director or
officer of the Company, or is or was a director or officer of the Company
serving at the request of the Company as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
Company; except that no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable to
the Company unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
Section 3 of Article VIII of the By-laws will provide that any
indemnification under Article VIII (unless ordered by a court) will be made by
the Company only as authorized in the specific case upon a determination that
indemnification of the director or officer is proper in the circumstances
because such person has met the applicable standard of conduct set forth in
Section 1 or Section 2 of Article VIII, as the case may be. Such determination
shall be made (i) by a majority vote of the directors who are not parties to
such action, suit or proceeding, even though less than a quorum, or (ii) if
there are no such directors, or if such directors so direct, by independent
legal counsel in a written opinion or (iii) by the stockholders. To the extent,
however, that a director or officer of the Company has been successful on the
merits or otherwise in defense of any action, suit or proceeding described
above, or in defense of any claim, issue or matter therein, such person will be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection therewith, without the necessity of
authorization in the specific case.
Section 5 of Article VIII of the By-laws will provide that, notwithstanding
any contrary determination in the specific case under Section 3 of Article VIII,
and notwithstanding the absence of any determination thereunder, any director or
officer may apply to the Court of Chancery in the State of Delaware for
indemnification to the extent otherwise permissible under Sections 1 and 2 of
Article VIII. The basis of such indemnification by a court will be a
determination by such court that indemnification of the director or officer is
proper in the circumstances because such person has met the applicable standards
of conduct set forth in Section 1 or 2 of Article VIII, as the case may be.
Neither a contrary determination in the specific case under Section 3 of Article
VIII nor the absence of any determination thereunder will be a defense to such
application or create a presumption that the director or officer seeking
indemnification has not met any applicable standard of conduct. Notice of any
application for indemnification pursuant to Section 5 shall be given to the
Company promptly upon the filing of such application. If successful, in whole or
in part, the director or officer seeking indemnification will also be entitled
to be paid the expense of prosecuting such application.
Section 7 of Article VIII of the By-laws will provide that the
indemnification and advancement of expenses provided by or granted pursuant to
Article VIII will not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under the
Certificate of Incorporation, any By-Law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such
office, it being the policy of the
II-3
<PAGE>
Company that indemnification of the persons specified in Sections 1 and 2 of
Article VIII shall be made to the fullest extent permitted by law. The
provisions of Article VIII will not be deemed to preclude the indemnification of
any person who is not specified in Section 1 or 2 of Article VIII but whom the
Company has the power or obligation to indemnify under the provisions of the
DGCL, or otherwise.
Section 8 of Article VIII of the By-laws will provide that the Company may
purchase and maintain insur-ance on behalf of any person who is or was a
director or officer of the Company, or is or was a director or officer of the
Company serving at the request of the Company as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise against any liability asserted against such
person and incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the Company would have the power or the
obligation to indemnify such person against such liability under the provisions
of Article VIII.
Section 11 of Article VIII of the By-laws will provide that notwithstanding
anything contained in Article VIII to the contrary, except for proceedings to
enforce rights to indemnification (which shall be governed by Section 5
thereof), the Company will not be obligated to indemnify any director or officer
in connection with a proceeding (or part thereof) initiated by such person
unless such proceeding (or part thereof) was authorized or consented to by the
Board of Directors of the Company.
INSURANCE
The directors and officers of the Company are covered by insurance policies
indemnifying against certain liabilities, including certain liabilities arising
under the Securities Act, which might be incurred by them in such capacities and
against which they cannot be indemnified by the Company.
UNDERWRITING AGREEMENT
The Underwriting Agreement will provide for the indemnification against
certain liabilities of the directors and officers of the Company and certain
controlling persons under certain circumstances, including certain liabilities
under the Securities Act.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
In September 1997, in connection with the Company's incorporation, the
Company issued 100 shares of Common Stock to Teligent, L.L.C. for consideration
of $10. Such issuance was exempt from the registration requirements of the
Securities Act pursuant to Section 4(2) thereof.
Pursuant to the Agreement and Plan of Merger dated as of October 6, 1997,
at or immediately prior to consummation of the Offerings, the Company will issue
an aggregate of 1,831,410 shares of Class A Common Stock and 44,426,299 shares
of Class B Common Stock to the holders of Teligent, L.L.C. member interests
(including the shares issued to Nippon Telegraph and Telephone Company described
in the following paragraph). Such issuances will be exempt from the registration
requirements of the Securities Act pursuant to Section 4(2) thereof.
Pursuant to the Securities Purchase Agreement dated as of September 30,
1997, at or immediately prior to consummation of the Offering, the Company will
issue and sell to Nippon Telegraph and Telephone Company or an affiliate thereof
3,470,040 shares of Series B-3 Common Stock for a purchase price of $60 million
in cash. Such issuance will be exempt from the registration requirements of the
Securities Act pursuant to Section 4(2) thereof.
ITEM 16. EXHIBITS
(a) The following is a list of exhibits filed as part of this Registration
Statement.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ---------- --------------------------------------------------------------------------------------------------------
<S> <C> <C>
1.1 -- Form of Purchase Agreement.(3)
3.1 -- Form of Certificate of Incorporation of Registrant.(3*)
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ---------- --------------------------------------------------------------------------------------------------------
<S> <C> <C>
3.2 -- Form of By-laws of Registrant.(3*)
4.1 -- Form of Stockholders Agreement.(3)
4.2 -- Form of Indenture between the Registrant, as issuer, and First Union National Bank, as Trustee,
relating to Registrant's Senior Notes due 2007, including form of Note.(3)
4.3 -- Form of Indenture between the Registrant, as issuer, and First Union National Bank, as Trustee,
relating to Registrant's Senior Discount Notes due 2007, including form of Note.(3)
4.4 -- Form of Pledge Agreement between Registrant, as issuer, and First Union National Bank, as Escrow
Agent, relating to Registrant's Senior Notes due 2007.(3)
4.5 -- Form of Certificate for the Class A Common Stock.(3)
5.1 -- Opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating to the legality of the Notes.(3)
8.1 -- Opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating to certain tax matters.(1**)
10.1 -- Employment Agreement, dated August 19, 1996, between Associated Communications, L.L.C. and Alex J.
Mandl.(3)
10.2 -- Stock Contribution Agreement, dated as of March 10, 1997, among Associated Communications, L.L.C.,
Firstmark Communications, Inc. and Lynn Forester.(3)
10.3 -- Securities Purchase Agreement, dated as of September 30, 1997, by and among Teligent, L.L.C.,
Microwave Services, Inc., Digital Services Corporation and Nippon Telegraph and Telephone
Corporation.(3)
10.4 -- Form of Registration Rights Agreement, by and among Teligent, L.L.C. and Nippon Telegraph and
Telephone Corporation.(3)
10.5 -- Form of Technical Services Agreement, by and among Teligent, L.L.C. and NTT America, Inc.(3)
10.6 -- Agreement, dated September 29, 1997, among Teligent, L.L.C., Digital Services Corporation,
Telcom-DTS Investors, L.L.C., Microwave Services, Inc., The Associated Group, Inc. and certain
other parties.(3)
10.7 -- Agreement and Plan of Merger, dated as of October 6, 1997, by and between Teligent, Inc. and
Teligent, L.L.C.(3)
10.8 -- Form of Lease Agreement, dated as of July 22, 1997, for the 8065 Leesburg Pike, Vienna, Virginia
office space lease between NHP Incorporated and Teligent, L.L.C.(3)
10.9 -- Form of Teligent, Inc. 1997 Stock Incentive Plan.(3)
10.10 -- Financing Commitment Letter of Intent, dated October 28, 1997, by and between Northern Telecom
Inc. and Teligent, Inc.(3)
10.11 -- Promissory Note, dated February 1, 1997, by Kirby G. Pickle, Jr. to Associated Communications,
L.L.C.(3)
10.12 -- Promissory Note, dated October 29, 1997, by Abraham L. Morris to Associated Communications,
L.L.C.(3)
10.13 -- Promissory Note, dated August 5, 1997, by Laurence E. Harris to Associated Communications,
L.L.C.(3)
10.14 -- Promissory Note, dated April 7, 1997, by Steven F. Bell to Associated Communications, L.L.C.(3)
11.1 -- Statement of Computation of Per Share Earnings.(3)
21.1 -- Subsidiaries of the Company.(3)
23.1 -- Consent of Ernst & Young LLP.(3)
23.2 -- Consent of Skadden, Arps, Slate, Meagher & Flom LLP (to be contained in Exhibit 5).(3)
24.1 -- Power of Attorney.(3)
25.1 -- Form T-1 (Statement of Eligibility and Qualification under the Trust Indenture Act of 1939) of
First Union National Bank relating to the Senior Notes Indenture.(3)
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ---------- --------------------------------------------------------------------------------------------------------
<S> <C> <C>
25.2 -- Form T-1 (Statement of Eligibility and Qualification under the Trust Indenture Act of 1939) of
First Union National Bank relating to the Senior Discount Notes Indenture.(3)
</TABLE>
- ------------------
(1) Filed herewith.
(2) To be filed by amendment.
(3) Previously filed.
* To be effective prior to consummation of the Offering.
** Amended.
(b) Financial Data Schedules. All required information is set forth in the
financial statements included in the Prospectus constituting part of this
Registration Statement.
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes to provide to the Underwriters
at the closing specified in the Underwriting Agreement, certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.
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 Securities Act
of 1933 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of Prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained
in a form of Prospectus filed by the Registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be
deemed to be part of this Registration Statement as of the time it was
declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post- effective amendment that contains a form of
Prospectus 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.
II-6
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT NO. 4 TO THE REGISTRATION STATEMENT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN VIRGINIA, ON
NOVEMBER 20, 1997.
TELIGENT, INC.
By: /s/ ALEX J. MANDL
-----------------------------------
Name: Alex J. Mandl
Title: Chairman of the Board
and Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 4 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/ ALEX J. MANDL Chairman of the Board, Chief Executive November 20, 1997
- ------------------------------------------ Officer and Director
Alex J. Mandl
* Senior Vice President and Chief Financial November 20, 1997
- ------------------------------------------ Officer (Principal Financial Officer)
Abraham L. Morris
* Vice President and November 20, 1997
- ------------------------------------------ Controller (Principal Accounting Officer)
Cindy L. Tallent
* Director November 20, 1997
- ------------------------------------------
Myles P. Berkman
* Director November 20, 1997
- ------------------------------------------
David J. Berkman
* Director November 20, 1997
- ------------------------------------------
William H. Berkman
* Director November 20, 1997
- ------------------------------------------
Rajendra Singh
*By: /s/ ALEX J. MANDL
Alex J. Mandl
Attorney-in-Fact
</TABLE>
II-7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE NO.
- ---------- --------------------------------------------------------------------------------------------- ---------
<S> <C> <C> <C>
1.1 -- Form of Purchase Agreement.(3)
3.1 -- Form of Certificate of Incorporation of Registrant.(3*)
3.2 -- Form of By-laws of Registrant.(3*)
4.1 -- Form of Stockholders Agreement.(3)
4.2 -- Form of Indenture between the Registrant, as issuer, and First Union National Bank, as
Trustee, relating to Registrant's Senior Notes due 2007, including form of Note.(3)
4.3 -- Form of Indenture between the Registrant, as issuer, and First Union National Bank, as
Trustee, relating to Registrant's Senior Discount Notes due 2007, including form of
Note.(3)
4.4 -- Form of Pledge Agreement between Registrant, as issuer, and First Union National Bank,
as Escrow Agent, relating to Registrant's Senior Notes due 2007. (3)
4.5 -- Form of Certificate for the Class A Common Stock.(3)
5.1 -- Opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating to the legality of the
Notes.(3)
8.1 -- Opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating to certain tax matters.(1**)
10.1 -- Employment Agreement, dated August 19, 1996, between Associated Communications, L.L.C.
and Alex J. Mandl.(3)
10.2 -- Stock Contribution Agreement, dated as of March 10, 1997, among Associated
Communications, L.L.C., Firstmark Communications, Inc. and Lynn Forester.(3)
10.3 -- Securities Purchase Agreement, dated as of September 30, 1997, by and among Teligent,
L.L.C., Microwave Services, Inc., Digital Services Corporation and Nippon Telegraph and
Telephone Corporation.(3)
10.4 -- Form of Registration Rights Agreement, by and among Teligent, L.L.C. and Nippon
Telegraph and Telephone Corporation.(3)
10.5 -- Form of Technical Services Agreement, by and among Teligent, L.L.C. and NTT America,
Inc.(3)
10.6 -- Agreement, dated September 29, 1997, among Teligent, L.L.C., Digital Services
Corporation, Telcom-DTS Investors, L.L.C., Microwave Services, Inc., The Associated
Group, Inc. and certain other parties.(3)
10.7 -- Agreement and Plan of Merger, dated as of October 6, 1997, by and between Teligent,
Inc. and Teligent, L.L.C.(3)
10.8 -- Form of Lease Agreement, dated as of July 22, 1997, for the 8065 Leesburg Pike, Vienna,
Virginia office space lease between NHP Incorporated and Teligent, L.L.C.(3)
10.9 -- Form of Teligent, Inc. 1997 Stock Incentive Plan.(3)
10.10 -- Financing Commitment Letter of Intent, dated October 28, 1997, by and between Northern
Telecom Inc. and Teligent, Inc.(3)
10.11 -- Promissory Note, dated February 1, 1997, by Kirby G. Pickle, Jr. to Associated
Communications, L.L.C.(3)
10.12 -- Promissory Note, dated October 29, 1997, by Abraham L. Morris to Associated
Communications, L.L.C.(3)
10.13 -- Promissory Note, dated August 5, 1997, by Laurence E. Harris to Associated
Communications, L.L.C.(3)
10.14 -- Promissory Note, dated April 7, 1997, by Steven F. Bell to Associated Communications,
L.L.C.(3)
11.1 -- Statement of Computation of Per Share Earnings.(3)
21.1 -- Subsidiaries of the Company.(3)
23.1 -- Consent of Ernst & Young LLP.(3)
23.2 -- Consent of Skadden, Arps, Slate, Meagher & Flom LLP (to be contained in Exhibit 5).(3)
24.1 -- Power of Attorney.(3)
25.1 -- Form T-1 (Statement of Eligibility and Qualification under the Trust Indenture Act of
1939) of First Union National Bank relating to the Senior Notes Indenture.(3)
25.2 -- Form T-1 (Statement of Eligibility and Qualification under the Trust Indenture Act of
1939) of First Union National Bank relating to the Senior Discount Notes Indenture.(3)
</TABLE>
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(1) Filed herewith.
(2) To be filed by amendment.
(3) Previously filed.
* To be effective prior to consummation of the Offering.
** Amended.
<PAGE>
[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP]
November 18, 1997
Teligent, Inc.
8065 Leesburg Pike
Vienna, VA 22182
Ladies and Gentlemen:
We have acted as special counsel to Teligent, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of a
registration statement on Form S-1, which the Company filed with the Securities
and Exchange Commission (the "Commission") on October 7, 1997 and subsequently
amended on October 30, 1997, November 10, 1997 and November 18, 1997 (such
registration statement, as so amended, the "Registration Statement"). The
Registration Statement relates to the registration under the Securities Act of
1933, as amended (the "1933 Act"), of the Company's Senior Notes due 2007 (the
"Senior Notes") and the Company's Senior Discount Notes due 2007 (the "Senior
Discount Notes" and, together with the Senior Notes, the "Notes"). The Senior
Notes are to be issued pursuant to an indenture (the "Senior Notes Indenture")
to be entered into between the Company and First Union National Bank, as
trustee. The Senior Discount Notes are to be issued pursuant to an indenture
(the "Senior Discount Notes Indenture" and, together with the Senior Notes
Indenture, the "Indentures") to be entered into between the Company and First
Union National Bank, as trustee.
As special counsel to the Company, we have examined and are familiar
with originals or copies, certified or otherwise identified to our satisfaction,
of such records and documents of the Company as we have considered necessary or
appropriate for purposes of our opinion set forth below, including (i) the
Registration Statement and (ii) the Indentures. In our examination, we have
assumed the genuineness of all signatures, the legal capacity of all natural
persons, the authenticity of all records and documents submitted to us as
originals, the conformity to original records and documents of all records and
documents submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such copies.
<PAGE>
In rendering this opinion, we have assumed that the transactions will
be consummated in accordance with such records and documents and that such
records and documents accurately reflect the material facts of the transactions
and those surrounding the Company. In addition, as to any facts material to this
opinion that we did not independently establish or verify, we have relied upon
statements and representations of officers and other representatives of the
Company and others. Our opinion is limited to legal rather than factual matters.
In rendering this opinion, we have relied upon the Internal Revenue
Code of 1986, as amended, Treasury regulations, judicial authorities, published
positions of the Internal Revenue Service and such other authorities as we have
considered relevant, all as in effect on the date hereof and all of which are
subject to change or differing interpretations. This opinion is subject to the
explanations and qualifications set forth under the heading "Certain Federal
Income Tax Considerations" in the Prospectus.
On the basis of and subject to the foregoing, we confirm that we adopt
the discussion set forth under the heading "Certain Federal Income Tax
Considerations" in the Prospectus as our opinion. We express no opinion as to
whether such discussion addresses all of the United States federal income tax
consequences that may be applicable to any such particular holder of Notes. In
addition, we express no opinion as to United States federal tax consequences
other than as set forth herein or as to any state, local or foreign tax
consequences.
We hereby consent to the filing of this opinion with the Commission as
an Exhibit to the Registration Statement. We also consent to the reference to
our firm under the heading "Certain Federal Income Tax Considerations" in the
Prospectus. In giving this consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the 1933 Act or
the rules and regulations of the Commission.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
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