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As filed with the Securities and Exchange Commission on November 22, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TELECORP PCS, INC.
(Exact name of registrant as specified in its charter)
Delaware 4812 54-1872248
(Primary Standard (I.R.S. Employer
(State or other Industrial Identification No.)
jurisdiction of Classification Code
incorporation or Number)
organization)
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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)
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Thomas H. Sullivan
Executive Vice President and Chief Financial Officer
TeleCorp PCS, Inc.
1010 N. Glebe Road, Suite 800
Arlington, VA 22201
(703) 236-1122
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Thomas J. Murphy William P. Rogers, Jr.
David A. Cifrino Cravath, Swaine & Moore
McDermott, Will & Emery 825 Eighth Avenue
28 State Street New York, New York 10019
Boston, Massachusetts 02109 (212) 474-1270
(617) 535-4000
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, 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, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-89393
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. [_]
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Title of Each Class Proposed Maximum
of Aggregate Offering Amount of
Securities To Be Registered Price (1) Registration Fee
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<S> <C> <C>
Class A Common Stock, par value $0.01 per share.... $39,132,000 $10,879
</TABLE>
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(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(o) under the Securities Act of 1933.
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EXPLANATORY NOTE
This registration statement is being filed by TeleCorp PCS, Inc. pursuant to
Rule 462(b) under the Securities Act of 1933, as amended, and includes the
registration statement facing page, this page, the signature page, an exhibit
index, an opinion of counsel regarding the legality of the registrant's class A
common stock being offered hereby and a related consent, and accountants'
consents. Pursuant to Rule 462(b), the contents of the registration statement
on Form S-1 (File No. 333-89393), as amended, of the registrant, including the
exhibits and the power of attorney thereto, are incorporated by reference into
this registration statement. This registration statement covers the
registration of an aggregate of $39,132,000 of class A common stock of the
registrant.
CERTIFICATION
The registrant hereby certifies to the Securities and Exchange Commission
that (i) it has instructed its bank to pay the SEC the filing fee set forth on
the cover page of this registration statement by a wire transfer of such amount
to the SEC's account at Mellon Bank as soon as practicable (but no later than
the close of business on November 23, 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
November 23, 1999.
1
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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 22, 1999.
Telecorp PCS, Inc.
/s/ Gerald T. Vento
By: _________________________________
Gerald T. Vento
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Gerald T. Vento Chief Executive Officer November 22, 1999
______________________________________ (Principal Executive
Gerald T. Vento Officer) and Chairman
/s/ Thomas H. Sullivan Executive Vice President, November 22, 1999
______________________________________ Chief Financial Officer
Thomas H. Sullivan (Principal Financial and
Accounting Officer) and
Director
* Director November 22, 1999
______________________________________
Michael R. Hannon
* Director November 22, 1999
______________________________________
Scott Anderson
Director November , 1999
______________________________________
Rohit M. Desai
Director November , 1999
______________________________________
Gary S. Fuqua
* Director November 22, 1999
______________________________________
James M. Hoak
* Director November 22, 1999
______________________________________
Mary Hawkins-Key
* Director November 22, 1999
______________________________________
William Kussell
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S-1
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<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
Director November , 1999
______________________________________
William Laverack, Jr.
* Director November 22, 1999
______________________________________
Joseph O'Donnell
* Director November 22, 1999
______________________________________
Michael Schwartz
* Director November 22, 1999
______________________________________
James F. Wade
</TABLE>
/s/ Thomas H. Sullivan
*By: ________________________________
Thomas H. Sullivan
Attorney-in-fact
S-2
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EXHIBIT INDEX
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<C> <S>
5.1 Opinion of McDermott, Will & Emery regarding the validity of the class A
common stock.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of McDermott, Will & Emery (included in Exhibit 5.1)
24.1 Power of Attorney (filed as Exhibit 24.1 to the registration statement on
Form S-1 of the registrant (file no. 333-89393) and incorporated by
reference herein.
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Exhibit 5.1
[McDermott, Will & Emery Letterhead]
November 22, 1999
TeleCorp PCS, Inc.
1010 N. Glebe Road
Arlington, Virginia 22201
Ladies and Gentlemen:
We refer to the Registration Statement (the "Initial Registration
Statement") on Form S-1 (File No. 333-89393), filed by TeleCorp PCS, Inc., a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission"), for the purpose of registering under the
Securities Act of 1933, as amended (the "Securities Act"): 8,970,000 shares of
the Company's Class A Voting Common Stock, par value $.01 per share (the "Class
A Common Stock"), to be offered to the public pursuant to an Underwriting
Agreement (the "Underwriting Agreement") among the Company and Salomon Smith
Barney Inc., Lehman Brothers Inc., Deutsche Bank Securities Inc., Merrill Lynch,
Pierce Fenner & Smith Incorporated, as representatives of the underwriters; and
1,900,000 shares of the Company's Class A Common Stock to be offered to AT&T
Wireless PCS LLC pursuant to a Stock Purchase Agreement between the Company and
AT&T Wireless PCS LLC (the "Stock Purchase Agreement") .
The Initial Registration Statement was declared effective by the Commission
on November 22, 1999. The Company has filed, as of the date hereof, a
Registration Statement on Form S-1 pursuant to Rule 462(b) of the Securities Act
(the "New Registration Statement") to register additional shares of Class A
Common Stock to be purchased and sold under the Underwriting Agreement and the
Stock Purchase Agreement together with the shares of Class A Common Stock
registered pursuant to the Initial Registration Statement.
In connection with the New Registration Statement, we have acted as counsel
for the Company and have reviewed the Initial Registration Statement. In
addition, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of all such records of the Company and all such
agreements, certificates of public officials, certificates of officers or
representatives of the Company and others, and such other documents,
certificates and corporate or other records as we have deemed necessary or
appropriate as a basis for the opinion set forth herein. In our examination we
have assumed the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified
or photostatic copies and the authenticity of the originals of such latter
documents.
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We are members of the Bar of The Commonwealth of Massachusetts and do not
purport to be experts on, or generally familiar with, or certified to express
legal conclusions based upon, the laws of any other jurisdiction, other than the
corporate laws of the State of Delaware and the laws of the United States to the
extent applicable hereto. Accordingly, as to matters of law set forth below,
our opinion is limited to matters of law under the laws of the District of
Columbia, the laws of the United States to the extent applicable hereto and the
corporate laws of the State of Delaware, and we express no opinion as to the
laws of any states or jurisdictions other than as specified above.
Based upon the foregoing and subject to the other qualifications stated
herein, we are of the opinion that the shares of Class A Common Stock being
registered by the Company pursuant to the New Registration Statement have been
duly authorized and, when issued and delivered in accordance with the terms of
the Underwriting Agreement and the Stock Purchase Agreement, will be legally
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the New
Registration Statement and to the reference to this firm under the caption
"Legal Matters" contained in the Initial Registration Statement. In giving such
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ McDermott, Will & Emery
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in this Registration Statement on Form S-1 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 of TeleCorp
PCS, Inc. and Subsidiaries and Predecessor Company. We also consent to the
reference to our firm under the headings "Experts" in such Registration
Statement.
PricewaterhouseCoopers LLP
McLean, Virginia
November 22, 1999
