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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
TeleCorp PCS, Inc.
(Exact name of registrant as specified in its charter)
Delaware 54-1872248
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1010 N. Glebe Road, Suite 800
Arlington, VA 22201
(703) 236-1100
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
TeleCorp PCS, Inc. 1999 Stock Option Plan
(Full title of plan)
Thomas H. Sullivan
Executive Vice President and Chief Financial Officer
TeleCorp PCS, Inc.
1010 N. Glebe Road, Suite 800
Arlington, VA 22201
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
David A. Cifrino, P.C.
McDermott, Will & Emery
28 State Street
Boston, MA 02109
Calculation of Registration Fee
<TABLE>
<CAPTION>
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Proposed maximum Proposed maximum
Title of Securities Amount to be offering price per aggregate offering Amount of
to be registered Registered(1) share price registration fee
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<S> <C> <C> <C> <C>
Class A Common 1,814,321 $34.625 $62,820,865 $17,465
Stock, $0.01 par
value per share
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</TABLE>
(1) Plus such additional number of shares as may be required pursuant to the
Plan in the event of a stock dividend, split of shares, recapitalization or
other similar change in the Class A Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee, in
accordance with Rule 457(h)(1), on the basis of the average of the high and
low bids of the Class A Common Stock as reported on The Nasdaq National
Market on November 24, 1999.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents are hereby incorporated by reference in this
registration statement:
(a) The Company's prospectus dated November 22, 1999 filed with the
Securities and Exchange Commission (the "Commission") on November 23, 1999
pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the
"Securities Act"), containing the Company's audited financial statements for the
fiscal year ended December 31, 1998.
(b) The description of the Company's Class A Common Stock incorporated by
reference into the Company's registration statement on Form 8-A (File No. 000-
27901) filed with the Commission on November 2, 1999 from the Company's
registration statement on Form S-1 (SEC File No. 333-89393), as amended.
In addition, all documents filed by the Company after the initial filing
date of this registration statement pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
and prior to the filing of a post-effective amendment which indicates that all
shares registered hereunder have been sold or which de-registers all shares then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documentation.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Officers and Directors
As permitted by Section 102(b)(7) of the DGCL, our restated certificate of
incorporation includes a provision that eliminates the personal liability of our
directors and executive officers for monetary damages for breach of fiduciary
duty as a director or executive officer, except: (1) for any breach of the
director's or executive officer's duty of loyalty to us or our stockholders; (2)
for acts or omissions not in good faith or that involve intentional misconduct
or a knowing violation of law; (3) for unlawful dividends and stock purchases
under the DGCL; or (4) for any transaction from which the director derived an
improper personal benefit.
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In addition, Section 145 of the General Corporation Law of the State of
Delaware ("DGCL") provides that a corporation may indemnify a director, officer,
employee or agent against expenses (including attorneys' fees), judgements,
fines and for amounts paid in settlement in respect of or in successful defense
of any action, suit or proceeding if he acted in good faith and in a manner he
reasonable believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Our bylaws provide that: (1) we must indemnify our directors and officers
to the fullest extent permitted by Delaware law, subject to very limited
exceptions; (2) we may indemnify our other employees and agents to the same
extent that we indemnify our officers and directors, unless otherwise required
by law, our amended and restated certificate of incorporation, our bylaws or
agreements; and (3) we must advance expenses, as incurred, to our directors and
executive officers in connection with any legal proceeding to the fullest extent
permitted by Delaware law, subject to limited exceptions.
We have also entered into indemnity agreements with each of our directors
and executive officers to give them additional contractual assurances regarding
the scope of the indemnification described above and to provide additional
procedural protections. In addition, we have obtained directors' and officers'
insurance providing indemnification for our directors, officers and key
employees for various liabilities.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are filed with this report, except as otherwise
indicated:
5.1 Opinion of McDermott, Will & Emery as to the legality of the shares
being registered.
10.1 TeleCorp PCS, Inc. 1999 Stock Option Plan (Exhibit 10.27 to the
Company's S-1 Registration Statement, incorporated herein by
reference).
23.1 Consent of PricewaterhouseCoopers, LLP.
23.2 Consent of McDermott, Will & Emery (included in Exhibit 5.1)
25.1 Power of Attorney (included on page II).
Item 9. Undertakings
(a) The Company hereby undertakes:
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(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement;
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Securities Act"), each such post-
effective amendment 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; and
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the registration statement 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.
(h) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company will, unless in the opinion of 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 and will be governed
by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Registration Statement on Form S-1 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of Arlington,
Commonwealth of Virginia, on November 30, 1999.
TeleCorp PCS, Inc.
By: /s/ Gerald T. Vento
_________________________________
Gerald T. Vento
Chief Executive Officer
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POWER OF ATTORNEY
TeleCorp PCS, Inc. and each person whose signature appears below constitutes
and appoints each of Thomas H. Sullivan and Gerald T. Vento as true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution
for each such person and in such person's name, in any and all capacities, (A)
to sign all amendments (including pre-effective and post-effective amendments)
to this registration statement; (B) to file such amendments with all exhibits
and other related documents with the Securities and Exchange Commission; and (C)
to perform every act necessary in connection with (A) or (B); and (2) ratifies
and confirms everything that such attorneys-in-fact and agents, or any or them,
or their or his substitute or substitutes, may lawfully do or cause to be done
by virtue of this appointment.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement on Form S-8 has been signed below as of November 30, 1999 by the
following persons in the capacities indicated.
Signature Title
/s/ Gerald T. Vento
____________________________ Chief Executive Officer and Chairman
Gerald T. Vento
/s/ Thomas H. Sullivan
____________________________ Executive Vice President, Chief Financial
Thomas H. Sullivan Officer and Director
____________________________ Director
Michael R. Hannon
/s/ Scott Anderson
____________________________ Director
Scott Anderson
/s/ Rohit M. Desai
____________________________ Director
Rohit M. Desai
/s/ James M. Hoak
____________________________ Director
James M. Hoak
/s/ Mary Hawkins-Key
____________________________ Director
Mary Hawkins-Key
____________________________ Director
William Kussell
/s/ Michael Schwartz
____________________________ Director
Michael Schwartz
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EXHIBIT INDEX
The following exhibits are filed with this report, except as otherwise
indicated:
5.1 Opinion of McDermott, Will & Emery as to the legality of the shares
being registered.
10.1 TeleCorp PCS, Inc. 1999 Stock Option Plan (Exhibit 10.27 to the
Company's S-1 Registration Statement, incorporated herein by
reference).
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of McDermott, Will & Emery (included in Exhibit 5.1)
25.1 Power of Attorney (included on page II).
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Exhibit 5.1
[Letterhead of McDermott, Will & Emery]
November 30, 1999
TeleCorp PCS, Inc.
1010 N. Glebe Road
Suite 800
Arlington, Virginia 22201
Gentlemen:
This opinion is delivered to you in connection with this registration
statement on Form S-8 (the "Registration Statement") to be filed on or about
November 30, 1999 by TeleCorp PCS, Inc. (the "Company") under the Securities Act
of 1933, as amended, for registration under said Act of 1,814,321 shares of
Class A Voting Common Stock, $0.01 par value (the "Class A Common Stock").
We are familiar with the Company's Certificate of Incorporation, as
amended, its By-Laws, as amended, and the records of its corporate proceedings,
as well as the Registration Statement. We have also examined such other
documents, records and certificates and made such further investigation as we
have deemed necessary for the purposes of this opinion.
Based upon and subject to the foregoing, we are of the opinion that the
shares of Class A Common Stock to be sold by the Company under its 1999 Stock
Option Plan as in effect on the date hereof, when issued against receipt of the
agreed purchase price therefor, will be legally issued, fully paid and
nonassessable.
We understand that this opinion is to be used in connection with the
Registration Statement and consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
/s/ MCDERMOTT, WILL & EMERY
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Exhibit 23.1
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated November 16, 1999, except for Note 17
for which the date is November 22, 1999, relating to the consolidated financial
statements which appear in the TeleCorp PCS, Inc. (the "Company") prospectus
dated November 22, 1999 filed with the Securities and Exchange Commission on
November 23, 1999 pursuant to Rule 424(b) under the Securities Act of 1933, as
amended.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
McLean, Virginia
November 24, 1999
