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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 14, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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ALLEGIANCE TELECOM, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 4832 75-2721491
(State or other jurisdiction of (Primary Standard Industrial (IRS Employer
incorporation or organization) Classification Code Number) Identification Number)
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1950 STEMMONS FREEWAY, SUITE 3026
DALLAS, TEXAS 75207
TELEPHONE: (214) 261-7100
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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MARK B. TRESNOWSKI
SENIOR VICE PRESIDENT
AND
GENERAL COUNSEL
ALLEGIANCE TELECOM, INC.
4 WESTBROOK CORPORATE CENTER, SUITE 400
WESTCHESTER, ILLINOIS 60154
(708) 836-5200
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
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GERALD T. NOWAK ANDREW R. SCHLEIDER
KIRKLAND & ELLIS SHEARMAN & STERLING
200 EAST RANDOLPH DRIVE 599 LEXINGTON AVENUE
CHICAGO, ILLINOIS 60601 NEW YORK, NEW YORK 10022
(312) 861-2000 (212) 848-4000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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, other than securities offered only in connection with dividend or interest
reinvestment plans, 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. [X] 333-74763
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
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) SHARE PRICE REGISTRATION FEE(2)
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Common Stock, par value $.01 per share.... 2,099,900 $38.00 $79,796,200 $22,184
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(1) Does not include an aggregate of 14,777,500 shares registered by the Company
on its Registration Statement on Form S-1 (File No. 333-74763) to which this
Registration Statement relates.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(a) under the Securities Act of 1933, as amended, and
based on 2,099,900 shares of Common Stock to be sold in the offering
(including 273,900 shares that the Underwriters have the option to purchase
to cover over-allotments, if any).
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 THAT 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 SEC, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.
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EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is filed with the Securities and Exchange
Commission (the "Commission") pursuant to Rule 462(b) under the Securities Act
of 1933, as amended (the "Securities Act"), by Allegiance Telecom, Inc. (the
"Registrant"). In accordance with Rule 429 under the Securities Act, this
Registration Statement incorporates by reference the contents of the
Registration Statement on Form S-1, Commission File No. 333-74763, which was
declared effective by the Commission on April 14, 1999 and related to the
offering of up to 12,850,000 shares of common stock of the Registrant plus up to
1,927,500 shares that may be sold pursuant to the underwriters' over-allotment
option. This Registration Statement is filed solely for the purpose of
registering an additional 2,099,900 shares of common stock, including 273,900
shares that may be sold pursuant to the underwriters' over-allotment option.
CERTIFICATION
The Registrant hereby certifies to the Commission that (i) it has
instructed its bank to pay the Commission the filing fee set forth on the cover
page of this Registration Statement by a wire transfer of such amount to the
Commission's account at Mellon Bank as soon as practicable (but no later than
the close of business on April 15, 1999), (ii) it will not revoke such
instructions, (iii) it has sufficient funds in the relevant account to cover the
amount of such filing fee, and (iv) it will confirm receipt of such instructions
by its bank during the bank's regular business hours no later than April 15,
1999.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on April 14, 1999.
ALLEGIANCE TELECOM, INC.
By: *
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Royce J. Holland
Chief Executive Officer
* * * *
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on April 14,
1999, in the capacities indicated:
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SIGNATURE CAPACITY
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* Chairman of the Board and Chief Executive
- ----------------------------------------------------- Officer (Principal Executive Officer)
Royce J. Holland
* President, Chief Operating Officer and
- ----------------------------------------------------- Director
C. Daniel Yost
* Executive Vice President, Chief Financial
- ----------------------------------------------------- Officer and Director (Principal Financial
Thomas M. Lord Officer)
* Vice President and Controller (Principal
- ----------------------------------------------------- Accounting Officer)
Dennis M. Maunder
* Senior Vice President of Sales and
- ----------------------------------------------------- Marketing and Director
John J. Callahan
* Director
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Paul D. Carbery
* Director
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James E. Crawford, III
* Director
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John B. Ehrenkranz
* Director
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Paul J. Finnegan
* Director
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Richard D. Frisbie
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SIGNATURE CAPACITY
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* Director
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Reed E. Hundt
* Director
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Alan E. Goldberg
* Director
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James N. Perry, Jr.
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The undersigned, by signing his name hereto, does sign and execute this
amendment to Registration Statement on behalf of the above named officers and
directors of Allegiance Telecom, Inc. pursuant to the Power of Attorney executed
by such officers and directors and previously filed with the Securities and
Exchange Commission.
/s/ DENNIS M. MAUNDER
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Dennis M. Maunder
Attorney-in-Fact
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INDEX TO EXHIBITS
All exhibits filed with or incorporated by reference in the Registrant's
Registration Statement on Form S-1 (Commission File No. 333-74763) are
incorporated by reference into, and shall be deemed part of, this Registration
Statement, except the following, which are filed herewith:
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EXHIBIT NO. DESCRIPTION
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23.1 Consent of Arthur Andersen LLP.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated February 3, 1999,
included in Allegiance Telecom, Inc.'s Form S-1 (Registration Statement File No.
333-74763) and to all references to our Firm included in this Registration
Statement.
ARTHUR ANDERSEN LLP
Dallas, Texas
April 14, 1999
