<PAGE>
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
AIRGATE PCS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
<PAGE>
[AIRGATE LOGO]
233 Peachtree Street, N.E.
Harris Tower, Suite 1700
Atlanta, Georgia 30303
April , 2000
Dear Stockholder:
You are cordially invited to attend a Special Meeting of the Stockholders of
AirGate PCS, Inc. on May 26, 2000, at 9:30 a.m., Eastern Standard Time, at the
offices of Alston & Bird LLP, One Atlantic Center, 1201 West Peachtree Street,
Atlanta, Georgia, 30309.
At this meeting, you will be asked to vote, in person or by proxy, on an
amendment to our Amended and Restated Certificate of Incorporation to increase
the number of authorized shares of our common stock, par value $0.01 per
share, from 25,000,000 shares to 150,000,000 shares.
It is important that your shares be represented at the meeting. Whether or
not you plan to attend in person, you are requested to indicate your vote, and
sign, date, and promptly return the enclosed proxy card in the envelope
provided.
On behalf of the Board of Directors, I would like to express our
appreciation for your continued interest in AirGate PCS. The Board of
Directors and the management team look forward to seeing you at the meeting.
Sincerely,
/s/ Thomas M. Dougherty
_____________________________________
Thomas M. Dougherty
President and Chief Executive
Officer
<PAGE>
[AIRGATE LOGO]
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
DATE: May 26, 2000
TIME: 9:30 a.m.
PLACE: Alston & Bird LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309
The purposes of the Special Meeting are:
1. To consider and vote upon an amendment to Article 4 of our Amended and
Restated Certificate of Incorporation to increase the number of authorized
shares of our common stock, par value $0.01 per share, from twenty-five
million (25,000,000) shares to one hundred fifty million (150,000,000) shares;
and
2. To consider and act upon such other business that may properly come
before the special meeting or any adjournments thereof.
The Board of Directors has fixed April 24, 2000 as the record date for the
determination of stockholders entitled to notice of and to vote at the
meeting.
By Order of the Board of Directors
/s/ Shelley L. Spencer
_____________________________________
Shelley L. Spencer
Vice President of Law and
Corporate Secretary
, 2000
Atlanta, Georgia
<PAGE>
AIRGATE PCS, INC.
233 Peachtree Street, N.E.
Harris Tower, Suite 1700
Atlanta, Georgia 30303
This Proxy Statement and the accompanying proxy card are first being given
or sent on or about , 2000, to stockholders of record of AirGate PCS,
Inc. on April 24, 2000 in connection with the solicitation of proxies by the
Board of Directors for the Special Meeting of Stockholders to be held on May
26, 2000, and at any and all adjournments or postponements thereof. This proxy
procedure is necessary to permit all AirGate PCS stockholders, many of whom
live throughout the United States and are unable to attend the Special
Meeting, to vote. The Board of Directors encourages you to read this document
thoroughly and to take this opportunity to vote on the matters to be decided
at the Special Meeting.
VOTING PROCEDURES
YOUR VOTE IS VERY IMPORTANT. The enclosed proxy is solicited by our Board of
Directors for use at the Special Meeting of Stockholders to be held on May 26,
2000, at 9:30 a.m. Eastern Standard Time, or at any continuation, adjournment
or postponement thereof, for the purposes set forth herein and in the
accompanying Notice of Special Meeting. Your shares can only be voted at the
Special Meeting if you are present or represented by proxy. Whether or not you
plan to attend the Special Meeting, you are encouraged to vote by proxy to
assure that your shares will be represented. You may revoke this proxy at any
time before it is voted, by written notice to the Corporate Secretary, by
submission of a proxy bearing a later date or by casting a ballot at the
Special Meeting. Properly executed proxies that are received by AirGate PCS
before the Special Meeting's adjournment will be voted in accordance with the
directions provided. If no directions are given, your shares will be voted by
Thomas M. Dougherty, W. Chris Blane and Thomas D. Body III, who have been
designated as proxies for the Special Meeting and will vote as recommended by
our Board of Directors.
WHO CAN VOTE? Stockholders as of the close of business on April 24, 2000 are
entitled to vote. On that day, shares of common stock were
outstanding and eligible to vote. Each share is entitled to one vote on each
matter presented at the Special Meeting. A list of stockholders eligible to
vote will be available at the principal executive offices of AirGate PCS, Inc,
233 Peachtree Street, N.E., Harris Tower, Suite 1700, Atlanta, Georgia 30303,
beginning May 12, 2000. Stockholders may examine this list during normal
business hours for any purpose relating to the Special Meeting.
HOW DO I VOTE? Other than by attending the Special Meeting and voting in
person there are two ways registered stockholders may vote their shares by
proxy:
. By mail; or
. By facsimile or similar reliable transmission.
To vote by mail, simply mark, sign and date the enclosed proxy card and
return it in the postage-paid envelope provided. You may vote by delivering
your proxy card by facsimile or other reliable reproduction of the proxy card,
provided that the facsimile or other reliable reproduction of the proxy card
is a complete reproduction of the entire original writing or transmission. You
may submit your proxy card by facsimile or other reliable reproduction 24
hours a day, 7 days a week at (718) 921-8337. If you hold your shares through
a broker, bank or other nominee, you will receive separate instructions from
the nominee describing how to vote your shares.
WHAT SHARES ARE INCLUDED IN THE PROXY CARD? The proxy card represents all
the shares registered to your account.
<PAGE>
HOW ARE VOTES COUNTED? The Special Meeting will be held if a quorum,
consisting of a majority of the outstanding shares of common stock entitled to
vote, is represented. Abstentions will be counted for purposes of determining
whether a quorum has been reached. Assuming the presence of a quorum at the
Special Meeting, the affirmative vote of a majority of the votes of the
outstanding shares of our common stock is required to approve the amendment to
our Amended and Restated Certificate of Incorporation. Abstentions will have
the same effect as a vote "against" the proposal to amend our Amended and
Restated Certificate of Incorporation. Under applicable stock exchange rules,
brokers will be permitted to cast votes in their discretion at the Special
Meeting for the shares held of record by them for their customers from whom
they have not received specific instructions. Since there is only one matter
to be voted upon at the Special Meeting, broker non-votes will not be an issue
in determining the presence of a quorum or the approval of the proposal.
WHO WILL COUNT THE VOTE? Our transfer agent, American Stock Transfer & Trust
Company, will tally the vote, which will be certified by an independent
Inspector of Election who shall be a representative of Corporate
Communications, Inc.
IS MY VOTE CONFIDENTIAL? We have a policy of vote confidentiality. Proxies,
ballots and voting tabulations are available for examination only by the
Inspector of Election and tabulators. Your vote cannot be disclosed to our
Board or management, except as may be required by law and in other limited
circumstances.
WHO SHALL PAY FOR THE COSTS OF THE PROXY SOLICITATION? We will pay the
costs, if any, of soliciting proxies for the upcoming Special Meeting. We will
ask banks, brokerage houses, fiduciaries and custodians holding stock in their
names for others to send proxy materials to and obtain proxies from the
beneficial owners of such stock, and we will reimburse them for their
reasonable expenses in doing so. In addition to soliciting proxies by mail,
our directors, officers and employees may also solicit proxies personally, by
telephone or by other appropriate means.
APPROVAL OF AN AMENDMENT TO OUR AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK
PROPOSAL 1 ON PROXY CARD
----------------
On April 7, 2000, our Board of Directors adopted an amendment to Article 4
of our Amended and Restated Certificate of Incorporation, subject to
stockholder approval at the Special Meeting, to increase the number of
authorized shares of our common stock, par value $.01 per share, to
150,000,000 shares from 25,000,000 shares, and as a result, to increase our
total authorized shares of capital stock to 155,000,000 from 30,000,000. At
the Special Meeting, you will be asked to consider and vote on the proposed
amendment to Article 4 of our Amended and Restated Certificate of
Incorporation, substantially in the form included in Attachment A to this
Proxy Statement.
The affirmative vote of a majority of the votes of the outstanding shares of
our common stock as of April 24, 2000 is required to approve Proposal 1. If
Proposal 1 is approved by our stockholders at the Special Meeting, the
proposed amendment to the Amended and Restated Certificate of Incorporation
will become effective upon the filing of a Certificate of Amendment of
Certificate of Incorporation with the Secretary of State of Delaware, which is
expected to occur promptly after the Special Meeting. Unless otherwise
instructed on the proxy, properly executed proxies will be voted in favor of
approving the proposed amendment to Article 4 of the Amended and Restated
Certificate of Incorporation to increase the number of authorized shares of
our common stock to 150,000,000 shares. Our stockholders do not have
dissenters' rights with respect to Proposal 1.
Our Amended and Restated Certificate of Incorporation currently authorizes
30,000,000 shares of capital stock, divided into two classes as follows: (i)
25,000,000 shares of common stock and (ii) 5,000,000 shares of preferred
stock, par value $.01 per share, of which 12,369,302 shares of common stock
and no shares of preferred stock were issued and outstanding on March 30,
2000. As of March 30, 2000, 1,951,105 shares of common stock were subject to
issuance upon exercise of outstanding options and warrants previously issued
by us.
2
<PAGE>
Our Board of Directors believes that the proposed increase in the authorized
shares of common stock is desirable to enhance our flexibility in connection
with possible future actions, such as stock splits, stock dividends,
acquisitions, financing transactions, employee benefit plan issuances, and
such other corporate purposes as may arise. Having such authorized common
stock available for issuance in the future will give us greater flexibility
and will allow additional shares of common stock to be issued without the
expense and delay of a stockholders' meeting. Such a delay might deny us the
flexibility the Board views as important in facilitating the effective use of
our securities.
The rules of the National Association of Securities Dealers, Inc. (the
"NASD") currently require stockholder approval by issuers of securities quoted
on the Nasdaq National Market, on which our common stock is currently quoted,
as to the issuance of shares of common stock or securities convertible into
common stock in several instances, including the following:
. actions that would result in a change of control of the company;
. acquisition transactions involving directors, officers or substantial
security holders where the present or potential issuance of securities
could result in an increase in outstanding common shares or voting power
of 5% or more;
. acquisition transactions generally where the present or potential
issuance of such securities could result in an increase in the voting
power or outstanding common shares of 20% or more; and
. certain other sales or issuances of common stock (or securities
convertible into or exercisable for common stock) in a non-public
offering equal to 20% or more of the voting power outstanding before the
issuance for less than the greater of book or market value of the stock.
Exceptions to these rules may be made upon application to the NASD. In other
instances, the issuance of additional shares of common stock remains within
the discretion of the Board, without the requirement of further action by
stockholders except as otherwise required by applicable law or any stock
exchange on which our securities may then be listed. As part of our ongoing
corporate development activities, we will, on a regular basis, consider
acquisition and other opportunities to expand our business. These transactions
could require the use of shares of the additional authorized common stock.
If the proposal to increase the authorized shares of common stock is
approved, the additional authorized shares will be part of the existing class
of such common stock and will increase the number of shares of common stock
available for issuance by us, but will have no effect upon the terms of the
common stock or the rights of the holders of such shares. If and when issued,
the proposed additional authorized shares of common stock will have identical
rights and privileges as the shares of common stock currently outstanding.
Holders of common stock will not have preemptive rights to purchase additional
shares of common stock.
The future issuance of additional shares of common stock on other than a pro
rata basis may dilute the ownership of current stockholders. Such additional
shares also could be used to block an unsolicited acquisition through the
issuance of large blocks of stock to persons or entities considered by our
officers and directors to be opposed to such acquisition, which might be
deemed to have an anti-takeover effect (i.e., might impede the completion of a
merger, tender offer or other takeover attempt). In fact, the mere existence
of such a block of authorized but unissued shares, and our Board of Director's
ability to issue such shares without stockholder approval, might deter a
bidder from seeking to acquire shares of our common stock on an unfriendly
basis. While the authorization of additional shares of common stock might have
such effects, our Board of Directors does not intend or view the proposed
increase in authorized common stock as an anti-takeover measure.
THE BOARD RECOMMENDS THAT YOU VOTE "FOR" THE AMENDMENT TO OUR AMENDED AND
RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED
SHARES OF COMMON STOCK.
3
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,
DIRECTORS AND OFFICERS
On March 30, 2000, there were 12,369,302 shares of our common stock
outstanding. The following table presents certain information regarding the
beneficial ownership of common stock, as of March 30, 2000, with respect to:
. each person who, to our knowledge, is the beneficial owner of 5% or more
of our outstanding common stock;
. each of our Directors;
. our Chief Executive Officer and our four other most highly compensated
executive officers whose salary and bonus for the last fiscal year
exceeded $100,000; and
. all executive officers and Directors as a group.
<TABLE>
<CAPTION>
Number of
Shares Percentage
Beneficially of Outstanding
Name and Address of Beneficial Owner(1) Owned(2) Common Stock
- --------------------------------------- ------------ --------------
<S> <C> <C>
Weiss, Peck & Greer Venture Partners affiliated
funds(3)......................................... 1,675,842 15.0%
555 California Street, Suite 3130
San Francisco, California 94104
Essex Investment Management Company, LLC(4)....... 1,128,070 9.1
125 High Street
Boston, Massachusetts 02110
Putnam Investments, Inc.(5)....................... 676,025 5.5
One Post Office Square
Boston, Massachusetts 02109
Thomas M. Dougherty(6)............................ 85,100 *
W. Chris Blane(7)................................. 325,537 2.6
Alan B. Catherall................................. 1,000 *
Robert E. Gourlay(8).............................. 191,451 1.6
Barry Schiffman(9)................................ 511,686 4.1
Gill Cogan(3) (10)................................ 1,675,842 15.0
Shelley L. Spencer(11)............................ 87,131 *
Thomas D. Body III................................ 320,537 2.6
David C. Roberts.................................. 121,771 1.0
Robert A. Ferchat(12)............................. 5,000 *
John R. Dillon.................................... -- --
All executive officers and directors as a group
(11 persons)(13)................................. 3,325,055 26.2
</TABLE>
- --------
* Less than one percent.
(1) Except as indicated, the address for each executive officer and director
is 233 Peachtree Street, N.E., Harris Tower, Suite 1700, Atlanta, Georgia
30303.
(2) Beneficial ownership is determined in accordance with Rule 13d-3 of the
Securities Exchange Act. A person is deemed to be the beneficial owner of
shares of common stock if such person has or shares voting or investment
power with respect to such common stock, or has the right to acquire
beneficial ownership at any time within 60 days of the date of the table.
As used herein, "voting power" is the power to vote or direct the voting
of shares and "investment power" is the power to dispose or direct the
disposition of shares.
(3) Includes 214,413 shares of common stock issuable upon exercise of
presently exercisable warrants issued to the Weiss, Peck & Greer Venture
Partners affiliated funds.
(4) Based upon information contained in a Schedule 13G filed with the
Securities and Exchange Commission on February 2, 2000.
(5) Based upon information contained in a Schedule 13G filed with the
Securities and Exchange Commission on February 17, 2000.
4
<PAGE>
(6) Includes 85,000 shares subject to options which are exercisable within
60 days of March 30, 2000 and 100 shares of common stock held by Mr.
Dougherty's spouse.
(7) Includes 305,000 shares of common stock directly held by Mr. Blane,
16,537 shares of common stock held by Mr. Blane's spouse and 4,000
shares of common stock held by his children.
(8) Consists of 191,451 shares of common stock that Mr. Gourlay is deemed to
beneficially own as a general partner of Robert E. Gourlay & Associates,
LP. Mr. Gourlay's address is 8734 Oakthorpe Drive, Charlotte, North
Carolina 28277.
(9) Includes 511,686 shares of common stock Mr. Schiffman is deemed to
beneficially own as president, chief investment officer and a member of
the board of directors of JAFCO America Ventures, Inc. Mr. Schiffman's
address is 505 Hamilton Avenue, Suite 310, Palo Alto, California 94301.
(10) Consists of 1,675,842 shares of common stock that Mr. Cogan is deemed to
beneficially own as managing partner of Weiss, Peck & Greer Venture
Partners. Mr. Cogan disclaims beneficial ownership of such shares except
to the extent of his pecuniary interest in Weiss, Peck & Greer Venture
Partners affiliated funds. Mr. Cogan's address is 555 California Street,
Suite 3130, San Francisco, California 94104.
(11) Includes 86,931 shares directly held by Ms. Spencer and 200 shares held
by her spouse.
(12) Includes 5,000 shares subject to options which are exercisable within 60
days of March 30, 2000.
(13) Includes 304,413 shares subject to options or warrants which are
exercisable within 60 days of March 30, 2000.
STOCKHOLDER PROPOSALS
To be considered for inclusion in our proxy statement and form of proxy
relating to the Annual Meeting of Stockholders to be held in 2001, a
stockholder proposal must be received by the Corporate Secretary at our
principal executive offices not later than August 18, 2000. Any such proposal
will be subject to rules and regulations under the Securities Exchange Act of
1934, as amended.
OTHER BUSINESS
The Board of Directors knows of no business which will be presented for
consideration at the Special Meeting other than as stated in the accompanying
Notice of Special Meeting of Stockholders. If, however, other matters are
properly introduced, the persons named in the accompanying proxy will vote the
shares they represent in accordance with their best judgment.
By Order of the Board of Directors
/s/ Thomas M. Dougherty
_____________________________________
Thomas M. Dougherty
President and Chief Executive
Officer
Atlanta, Georgia
April , 2000
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE
REQUESTED TO COMPLETE, DATE, SIGN AND PROMPTLY
RETURN THE ACCOMPANYING PROXY CARD IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.
5
<PAGE>
ATTACHMENT A
AIRGATE PCS, INC.
AMENDED ARTICLE 4 TO
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
FOURTH:
A.The total number of shares of all classes of stock which the Corporation
shall have authority to issue is one-hundred fifty-five million (155,000,000)
of stock consisting of:
1. One hundred fifty million (150,000,000) shares of Common Stock, par
value one cent ($.01) per share.
2. Five million (5,000,000) shares of Preferred Stock, par value one cent
($.01) per share.
B.The Board of Directors is authorized, subject to any limitations
prescribed by law, to provide for the issuance of the shares of Preferred
Stock in series, and by filing a certificate pursuant to the applicable law of
the State of Delaware (such certificate being hereinafter referred to as a
"Preferred Stock Designation"), to establish from time to time the number of
shares to be included in each such series, and to fix the designation, powers,
preferences, and rights of the shares of each such series and any
qualifications, limitations or restrictions thereof. The number of authorized
shares of Preferred Stock may be increased or decreased (but not below the
number of shares thereof then outstanding) by the affirmative vote of the
holders of a majority of the Common Stock without a vote of the holders of the
Preferred Stock, or of any series thereof, unless a vote of any such holders
is required pursuant to the terms of any Preferred Stock Designation.
<PAGE>
REVOCABLE PROXY
AIRGATE PCS, INC.
SPECIAL MEETING OF STOCKHOLDERS
MAY 26, 2000
9:30 A.M. EASTERN STANDARD TIME
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Thomas M. Dougherty, W. Chris Blane and Thomas
D. Body III, each with full power of substitution, to act as proxies for the
undersigned, and to vote all shares of common stock of AirGate PCS which the
undersigned is entitled to vote only at the Special Meeting of Stockholders, to
be held on May 26, 2000, at 9:30 a.m. Eastern Standard Time, at the offices of
Alston & Bird LLP, One Atlantic Center, 1201 West Peachtree Street, Atlanta,
Georgia, and at any and all adjournments thereof, as set forth on the reverse
side.
This proxy is revocable and will be voted as directed, but if no
instructions are specified, this proxy will be voted FOR the proposal listed.
If any other business is presented at the Special Meeting, including whether or
not to adjourn the meeting, this proxy will be voted by those named in this
proxy in their best judgment. At the present time, the Board of Directors knows
of no other business to be presented at the Special Meeting.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
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--FOLD AND DETACH HERE--
<PAGE>
[X] Please mark your votes as indicated
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSAL.
1. Proposal to approve the amendment to Article 4 of AirGate PCS's Amended and
Restated Certificate of Incorporation to increase the number of authorized
shares of AirGate PCS's common stock.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
The undersigned acknowledges receipt from AirGate PCS prior to the execution of
this proxy of a Notice of Special Meeting of Stockholders and of a Proxy
Statement dated April __, 2000.
PLEASE COMPLETE, DATE, SIGN AND PROMPTLY MAIL THIS PROXY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
Signature of Stockholder __________________________________ Date _______________
Signature of Stockholder _________________________________ Date _______________
Please sign exactly as your name appears on this card. When signing as attorney,
executor, administrator, trustee or guardian, please give your full title. If
shares are held jointly, each holder may sign but only one signature is
required.
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--FOLD AND DETACH HERE--
