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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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TRITON PCS HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 23-2974475
(State of Incorporation or Organization) (IRS Employer Identification No.)
375 TECHNOLOGY DRIVE
MALVERN, PENNSYLVANIA 19355
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box.
[_]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [X]
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Securities Act registration statement file number to which this form
relates: 333-85149.
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
To Be So Registered Each Class Is To Be Registered
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NONE. NONE.
Securities to be registered pursuant to Section 12(g) of the Act:
Class A Common Stock, par value $0.01
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Item 1. Description of Registrant's Securities to be Registered.
The description of the Class A common stock of the Registrant registered
hereby, including the information required by Item 202 of Regulation S-K, is
incorporated by reference to the description of capital stock of the Registrant
included in the "Description of Capital Stock" section of the prospectus filed
as a part of the Registrant's Form S-1 Registration Statement, File No. 333-
85149, filed with the Securities and Exchange Commission on August 13, 1999, and
any amendments to such Registration Statement, including any form of prospectus
filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the
"S-1 Registration Statement").
Item 2. Exhibits.
Exhibit
Number Description
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3.1 Form of Second Restated Certificate of Incorporation of
Triton PCS Holdings, Inc. (incorporated by reference to
Exhibit 3.4 to the S-1 Registration Statement).
3.2 Form of Amended and Restated Bylaws of Triton PCS Holdings,
Inc. (incorporated by reference to Exhibit 3.6 to the S-1
Registration Statement).
4.1 Specimen Common Stock Certificate (incorporated by
reference to Exhibit 4.1 to the S-1 Registration Statement).
10.18 Stockholders Agreement, dated as of February 4, 1998, among
AT&T Wireless PCS, Inc., Triton PCS Holdings, Inc., CB
Capital Investors, L.P., J.P. Morgan Investment Corporation,
Sixty Wall Street SBIC Fund, L.P., Private Equity Investors
III, L.P., Equity-Linked Investors-II, Toronto Dominion
Capital (USA), Inc., First Union Capital Partners, Inc.,
DAG-Triton PCS, L.P., Michael E. Kalogris, Steven R.
Skinner, David D. Clark, Clyde Smith, Patricia Gallagher and
David Standig (incorporated by reference to Exhibit 10.11 to
the Registrant's Form S-4 Registration Statement, File No.
333-57715).
10.19 Amendment No. 1 to Stockholders Agreement, dated as of
December 31, 1998, among AT&T Wireless PCS, Inc., Triton PCS
Holdings, Inc., CB Capital Investors, L.P., J.P. Morgan
Investment Corporation, Sixty Wall Street SBIC Fund, L.P.,
Private Equity Investors III, L.P., Equity-Linked Investors-
II, Toronto Dominion Capital (USA), Inc., First Union
Capital Partners, Inc., DAG-Triton PCS, L.P., Michael E.
Kalogris, Steven R. Skinner, David D. Clark, Clyde Smith,
David Standig, Michael Mears, Michael E. Kalogris, as
Trustee under Amended and Restated Common Stock Trust
Agreement for Management Employees and Independent
Directors, dated June 26, 1998, Scott Anderson, and John
Beletic (incorporated by reference to Exhibit 10.19 to the
S-1 Registration Statement).
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10.20 Amendment No. 2 to Stockholders Agreement, dated as of June
8, 1999, among AT&T Wireless PCS, Inc., Triton PCS Holdings,
Inc., CB Capital Investors, L.P., J.P. Morgan Investment
Corporation, Sixty Wall Street SBIC Fund, L.P., Private
Equity Investors III, L.P., Equity-Linked Investors-II,
Toronto Dominion Capital (USA), Inc., First Union Capital
Partners, Inc., DAG-Triton PCS, L.P., Michael E. Kalogris,
Steven R. Skinner, David D. Clark, Clyde Smith, David
Standig, Michael Mears, Michael E. Kalogris, as Trustee
under Amended and Restated Common Stock Trust Agreement for
Management Employees and Independent Directors, dated June
26, 1998, Scott Anderson, and John Beletic (incorporated by
reference to Exhibit 10.20 to the S-1 Registration
Statement).
10.21 Investors Stockholders' Agreement, dated as of February 4,
1998, among CB Capital Investors, L.P., J.P. Morgan
Investment Corporation, Sixty Wall Street SBIC Fund, L.P.,
Private Equity Investors III, L.P., Equity-Linked Investors-
II, Toronto Dominion Capital (USA), Inc., DAG-Triton PCS,
L.P., First Union Capital Partners, Inc., and the
stockholders named therein (incorporated by reference to
Exhibit 10.12 to the Registrant's Form S-4 Registration
Statement, File No. 333-57715).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
TRITON PCS HOLDINGS, INC.
Date: September 23, 1999 BY: /s/David D. Clark
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David D. Clark
Chief Financial Officer and Senior
Vice President
