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As filed with the Securities and Exchange Commission on October 27, 1999
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TRITON PCS HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
Delaware 4812 23-2974475
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification Number)
incorporation or organization) Classification Code Number)
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375 Technology Drive
Malvern, Pennsylvania 19355
(610) 651-5900
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
David D. Clark
Chief Financial Officer and Senior Vice President
Triton PCS Holdings, Inc.
375 Technology Drive
Malvern, Pennsylvania 19355
(610) 651-5900
(Name, address, including zip code, and telephone number, including area code,
of Registrant's agent for service)
Copies to:
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<S> <C> <C>
Leonard J. Baxt William A. Robinson Alan Dean
John W. McNamara Triton PCS Holdings, Inc. Davis Polk & Wardwell
Dow, Lohnes & Albertson, PLLC 375 Technology Drive 450 Lexington Avenue
1200 New Hampshire Avenue, N.W. Malvern, Pennsylvania 19355 New York, N.Y. 10017
Washington, D.C. 20036-6802 (610) 651-5900 (212) 450-4000
(202) 776-2000
________________________
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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, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. (333-85149)
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 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 Aggregate Amount of Registration Fee
Title of Each Class of Securities to Be Registered Offering Price (1)
- -----------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, par value $0.01 per share.................. $ 23,718,750 $ 6,594
- -----------------------------------------------------------------------------------------------------------------------------
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(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(o) under the Securities Act of 1933, as amended.
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EXPLANATORY NOTE
This registration statement is being filed by Triton PCS Holdings, 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. 333-85149), 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 $23,718,750 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 October 28, 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 October 28,
1999.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Triton PCS
Holdings, Inc. has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Malvern,
Commonwealth of Pennsylvania, on October 27, 1999.
TRITON PCS HOLDINGS, INC.
By: /s/ Michael Kalogris
------------------------------------
Michael Kalogris
Chief Executive Officer and
Chairman of the Board of Directors
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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Signature Title Date
--------- ----- ----
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/s/ Michael Kalogris Chief Executive Officer and October 27, 1999
- --------------------------------------------- Chairman of the Board of
Michael Kalogris Directors (Principal
Executive Officer)
* President, Chief Operating October 27, 1999
- --------------------------------------------- Officer and Director
Steven Skinner
* Senior Vice President, Chief October 27, 1999
- --------------------------------------------- Financial Officer and Secretary
David D. Clark (Principal Financial Officer)
* Vice President and Controller October 27, 1999
- --------------------------------------------- (Principal Accounting Officer)
William A. Robinson
* Director October 27, 1999
- ---------------------------------------------
Scott Anderson
* Director October 27, 1999
- ---------------------------------------------
John Beletic
* Director October 27, 1999
- ---------------------------------------------
Arnold Chavkin
* Director October 27, 1999
- ---------------------------------------------
Mary Hawkins-Key
* Director October 27, 1999
- ---------------------------------------------
John Watkins
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*POWER OF ATTORNEY
Michael Kalogris, by signing his name hereto, does sign this document on
behalf of each of the persons indicated above for whom he is attorney-in-fact
pursuant to a power of attorney duly executed by such person and filed with the
Securities and Exchange Commission.
By: /s/ Michael Kalogris
----------------------------------------------------
Michael Kalogris
(Attorney-in-Fact)
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
- ----- ---------------------------------------------------------------------
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5.1 Opinion of Dow, Lohnes & Albertson, PLLC regarding the validity of
the Class A common stock.
23.1 Consent of Dow, Lohnes & Albertson, PLLC (included in their opinion
filed as Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Arthur Andersen LLP.
24.1 Power of Attorney (filed as Exhibit 24.1 to the Registration
Statement on Form S-1 of the Registrant (File No. 333-85149) and
incorporated herein by reference).
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<PAGE>
[Dow, Lohnes & Albertson, PLLC Letterhead]
EXHIBIT 5.1
October 27, 1999
Triton PCS Holdings, Inc.
375 Technology Drive
Malvern, Pennsylvania 19355
Ladies and Gentlemen:
We refer to the Registration Statement (the "Initial Registration
Statement") on Form S-1 (File No. 333-85149) filed by Triton PCS Holdings, 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"), shares of the
Company's Class A 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 Morgan Stanley & Co.
Incorporated, Lehman Brothers Inc., Salomon Smith Barney Inc., First Union
Securities, Inc. and J.P. Morgan Securities Inc., as representatives of the U.S.
underwriters, and Morgan Stanley & Co. International Limited, Lehman Brothers
International (Europe), Salomon Brothers International Limited, First Union
Securities, Inc. and J.P. Morgan Securities Ltd., as representatives of the
international underwriters. Capitalized terms used herein that are not
otherwise defined shall have the same meaning given them in the Underwriting
Agreement.
The Initial Registration Statement was declared effective by the Commission
on October 27, 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 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 special
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
<PAGE>
to original documents of all documents submitted to us as certified or
photostatic copies and the authenticity of the originals of such latter
documents.
We are members of the Bar of the District of Columbia 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, 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,
DOW, LOHNES & ALBERTSON, PLLC
By: /s/ John W. McNamara
----------------------
John W. McNamara
Member
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Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-1 of our reports dated October 7, 1999, except as to the information in
Note 19, for which the date is October 27, 1999, on our audits of the combined
financial statements and financial statement schedule of Triton PCS Holdings,
Inc. and Predecessor Company, as defined in Note 1 to the combined financial
statements, and its subsidiaries. We also consent to the reference to our firm
under the caption "Experts".
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
October 27, 1999
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Exhibit 23.3
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the use of our report
dated March 20, 1998 on the financial statements of Vanguard Cellular Systems of
South Carolina, Inc. (and to all references to our Firm) included in or made a
part of this Registration Statement.
/s/ Arthur Andersen LLP
------------------------
Arthur Andersen LLP
Greensboro, North Carolina
October 25, 1999
