<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 13, 2000
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------------
VOICESTREAM WIRELESS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
12920 SE 38th STREET
BELLEVUE, WASHINGTON 98006
(425) 653-4600
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S OF PRINCIPAL EXECUTIVE OFFICES)
<TABLE>
<S> <C>
DELAWARE 91-1983600
(STATE OF OTHER JURISDICTION (IRS EMPLOYER IDENTIFICATION
OF INCORPORATION OR NUMBER)
ORGANIZATION)
</TABLE>
----------------------------------
ALAN R. BENDER, ESQ.
12920 SE 38th STREET
BELLEVUE, WASHINGTON 98006
(425) 653-4600
(NAME, ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER,
INCLUDING AREA CODE OF AGENT FOR SERVICE
----------------------------------
COPIES OF ALL COMMUNICATIONS TO:
D. ROGER GLENN
FRIEDMAN KAPLAN SEILER & ADELMAN LLP
875 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 833-1109
<PAGE> 2
Approximate date of commencement of proposed sale to the public: At such
time or times after the effective date of this Registration Statement as the
Selling Shareholders shall determine.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
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, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please 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(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. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
CALCULATION OF REGISTRATION FEE*
<TABLE>
<CAPTION>
Title of each class Proposed maximum Proposed maximum
of securities to be Amount to be offering price per aggregate offering Amount of
registered registered share* price* registration fee*
------------------- ------------ ------------------ ------------------ -----------------
<S> <C> <C> <C> <C>
Common Stock 274,844 shares $119.0078 $ 32,708,579.78 $8636.00
par value
$.001
</TABLE>
* Estimated pursuant to Rule 457(c) solely for purposes of calculating
amount of registration fee, based upon the average of the high and low prices
reported on November 6, as reported on the Nasdaq Stock Market.
The Index to Exhibits is Located at Page II-6.
<PAGE> 3
PROSPECTUS
VOICESTREAM WIRELESS CORPORATION
274,844 Shares of Common Stock
-----------------------
This prospectus is part of a registration statement that covers 274,844
shares of our common stock which are not outstanding but are issuable upon
exercise of warrants held by the two selling shareholders identified in the
section of this prospectus entitled "Selling Shareholders." These shares may be
offered and sold from time to time by one or both of the selling shareholders.
We will not receive any of the proceeds from the sale of the common stock. We
will, however, receive a nominal exercise price for the warrants exercised if
the selling shareholders exercise their warrants in whole or in part for cash
rather than using the cashless exercise provisions thereof. We will bear the
costs relating to the registration of the common stock, which we estimate to be
$50,000.
The common stock is traded on the Nasdaq Stock Market under the symbol
VSTR. The average of the high and low prices of the common stock as reported on
the Nasdaq Stock Market on November 6, 2000 was $119 per share.
Investing in our common stock involves risk. Please see "Risk Factors"
beginning on page 5 of this Prospectus.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE
VoiceStream's principal executive offices are located at 12920 SE 38th
Street, Bellevue, Washington 98006, its telephone number is (425) 653-4600, and
it maintains a website on the Internet at www.voicestream.com. The contents of
the website are not a part of this prospectus.
-----------------------
The date of this prospectus is November 13, 2000.
<PAGE> 4
TABLE OF CONTENTS
<TABLE>
<S> <C>
THE COMPANY..............................................................3
CERTAIN MATERIAL DEVELOPMENTS............................................3
RISK FACTORS.............................................................5
FORWARD-LOOKING STATEMENTS..............................................14
USE OF PROCEEDS.........................................................14
SELLING SHAREHOLDERS AND PLAN OF DISTRIBUTION...........................14
LEGAL MATTERS...........................................................16
EXPERTS.................................................................16
WHERE YOU CAN FIND MORE INFORMATION.....................................17
</TABLE>
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS AND IN ANY ACCOMPANYING PROSPECTUS SUPPLEMENT. NO
ONE HAS BEEN AUTHORIZED TO PROVIDE YOU WITH DIFFERENT INFORMATION.
THE SHARES OF COMMON STOCK ARE NOT BEING OFFERED IN ANY JURISDICTION
WHERE THE OFFER IS NOT PERMITTED.
YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE
FRONT OF THIS PROSPECTUS.
2
<PAGE> 5
THE COMPANY
VoiceStream is a leading provider of wireless telecommunications services
in the United States. VoiceStream, together with joint ventures in which it
holds interests, has licenses to provide service to over 220 million people and
operating systems from New York to Hawaii. VoiceStream serves approximately 2.6
million subscribers as of September 30, 2000. With licenses in 23 of the 25
largest markets in the United States, VoiceStream is one of the major providers
of wireless telecommunications services in the United States. VoiceStream is the
largest provider of personal communications service using GSM technology in the
United States.
VoiceStream was incorporated in June 1999 as a Delaware corporation to
act as the parent company for business combinations involving its predecessor,
now named "VS Washington Corporation." Prior to May 3, 1999, VS Washington was
an 80.1%-owned subsidiary of Western Wireless Corporation. The remaining 19.9%
was owned by Hutchison Telecommunications PCS (USA) Limited, a subsidiary of
Hutchison Whampoa Limited, a Hong Kong company. On May 3, 1999, VS Washington
was formally separated in a spin-off transaction from Western Wireless's other
operations. In the first half of 2000, VoiceStream acquired Omnipoint
Corporation and Aerial Communications, Inc., substantially increasing
VoiceStream's geographic coverage. A significant part of VoiceStream's business
is conducted through joint ventures with Cook Inlet Region, Inc., in which
VoiceStream holds a non-controlling equity interest.
CERTAIN MATERIAL DEVELOPMENTS
ACQUISITION OF VOICESTREAM BY DEUTSCHE TELEKOM
On July 23, 2000, VoiceStream announced that it had entered into a
definitive merger agreement (the "Deutsche Telekom-VoiceStream Agreement") with
Deutsche Telekom AG ("Deutsche Telekom"). If the merger is completed,
VoiceStream will become a wholly-owned subsidiary of Deutsche Telekom, and
holders of VoiceStream Common Stock will become entitled to receive a
combination of $30 in cash and 3.2 Deutsche Telekom shares for each of their
shares of Common Stock, subject to certain adjustments. In lieu of that
combination, VoiceStream's shareholders may elect to receive either 3.7647
Deutsche Telekom shares or $200 in cash for each of their shares of VoiceStream
Common Stock; however, both of those elections will be subject to proration and
adjustment.
The completion of the merger is subject to regulatory approvals and other
customary conditions, including the approval of VoiceStream's shareholders.
Certain VoiceStream shareholders that beneficially owned in the aggregate more
than 50% of the outstanding Common Stock on the date of the Deutsche
Telekom/VoiceStream Agreement entered into agreements with Deutsche Telekom in
which they agreed, among other things, to vote their shares in favor of the
merger.
INVESTMENT IN VOICESTREAM BY DEUTSCHE TELEKOM
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<PAGE> 6
In a separate transaction, on July 23, 2000 Deutsche Telekom agreed to
purchase, for $5 billion, 3,906,250 shares of a new class of VoiceStream
convertible voting preferred stock having a liquidation preference of $1280 per
share. This purchase was completed on September 6, 2000. If the Deutsche
Telekom-VoiceStream Agreement is terminated before the merger is completed, the
convertible voting preferred stock will become convertible into Common Stock at
$160 per share of Common Stock. Prior to conversion, the convertible voting
preferred stock votes together with the Common Stock as a single class and has
one vote per share. VoiceStream also granted Deutsche Telekom the right to
purchase its pro rata amount of certain subsequent issuances of equity
securities in order to permit Deutsche Telekom to maintain its percentage
ownership of VoiceStream, and Deutsche Telekom has agreed, in the event that the
merger agreement is terminated before the merger is completed, to a standstill
limiting its ownership of VoiceStream to 33% in the first two years after
September 6, 2000, 36% in the third year and 40% in the fourth and fifth years.
ACQUISITION OF POWERTEL BY VOICESTREAM
On August 26, 2000, VoiceStream entered into a definitive merger
agreement (the "VoiceStream-Powertel Agreement") with Powertel, Inc.
("Powertel"). If this merger is completed, Powertel will become a wholly-owned
subsidiary of VoiceStream, and each share of Powertel Common Stock will be
converted into the right to receive a number of shares of VoiceStream's Common
Stock determined as follows (the "Conversion Number"): (i) 0.75 of a share of
VoiceStream Common Stock if the average closing price of the VoiceStream Common
Stock prior to the closing date of the merger is $113.33 or below; (ii) 0.65 of
a share of VoiceStream Common Stock if the VoiceStream average closing price is
$130.77 or above; and (iii) if the VoiceStream average closing price is greater
than $113.33 and less than $130.77, the quotient determined by dividing $85.00
by the VoiceStream average closing price. Each share of Powertel preferred stock
will be converted into the right to receive a number of shares of VoiceStream
Common Stock determined as if the Powertel preferred stock were converted into
Powertel Common Stock plus, with respect to Powertel's Series E preferred stock
and Series F preferred stock, the number of shares of Powertel Common Stock that
represent accrued or declared but unpaid dividends on that preferred stock.
The completion of the Powertel merger is subject to regulatory approvals
and other customary conditions, including the approval of VoiceStream and
Powertel shareholders. Certain VoiceStream shareholders that beneficially owned
in the aggregate more than 50% of the outstanding Common Stock on the date of
the VoiceStream/ Powertel Agreement entered into agreements with Powertel in
which they agreed, among other things, to vote their shares in favor of the
Powertel merger. Certain Powertel shareholders beneficially owning in the
aggregate more than 50% of the outstanding Powertel Common Stock as of the date
of the VoiceStream-Powertel Agreement entered into agreements with VoiceStream
in which they have agreed, among other things, to vote their shares in favor of
the Powertel merger.
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<PAGE> 7
At the same time as it entered into the VoiceStream-Powertel Agreement,
Powertel also entered into a merger agreement with Deutsche Telekom, which, if
consummated, will result in Powertel becoming a wholly-owned subsidiary of
Deutsche Telekom (the "Deutsche Telekom-Powertel Agreement"). If the merger of
Deutsche Telekom and VoiceStream is consummated, the VoiceStream-Powertel
Agreement will terminate automatically. If the Deutsche Telekom-VoiceStream
Agreement is terminated, the Deutsche Telekom-Powertel Agreement will terminate
automatically and VoiceStream would expect to complete the VoiceStream-Powertel
merger.
RISK FACTORS
The risks of an investment in our common stock will be influenced by which, if
any, of the transactions described above is finalized. The risk factors that
follow are grouped according to the three possible scenarios:
- the general risks that apply to an investment in VoiceStream's
shares regardless of whether the transactions with Deutsche
Telekom and/or Powertel are consummated;
- risk factors relating to the Deutsche Telekom/VoiceStream merger
(which also include the Deutsche Telekom/Powertel merger); and
- risk factors relating to the VoiceStream/Powertel merger (assuming
the Deutsche Telekom/VoiceStream merger does not close).
RISKS AFFECTING VOICESTREAM GENERALLY
You should consider the following factors before deciding to purchase
VoiceStream common stock. These risks apply to an investment in VoiceStream
common stock whether or not any of the transactions with Deutsche Telekom and/or
Powertel occurs.
VOICESTREAM IS HIGHLY LEVERAGED, WHICH MAY LIMIT OUR ABILITY TO BORROW
ADDITIONAL FUNDS TO MEET OUR CAPITAL REQUIREMENTS
Our level of debt could affect our ability to build out our systems and
develop new systems. Without sufficient funds, we may have to delay or abandon
some or all of our plans to participate in upcoming FCC license auctions and/or
our planned build-out, which could materially limit our ability to compete in
the wireless telecommunications industry. Our level of debt and the incurrence
of additional debt could have other consequences, such as requiring us to
dedicate a greater portion of our cash flow from operations to paying principal
and interest and limiting our flexibility to react competitively to changes in
the wireless telecommunications industry.
5
<PAGE> 8
WE FACE INTENSE COMPETITION FROM OTHER WIRELESS SERVICE PROVIDERS, WHICH COULD
ADVERSELY AFFECT OUR ABILITY TO GROW OUR SUBSCRIBER BASE AND REVENUES
We compete with providers of PCS, cellular, and other wireless
telecommunications services. Under the current rules of the FCC, up to six PCS
licensees and two cellular licensees, as well as digital specialized mobile
radio licensees, may operate in each geographic area. Proposed or future rules
may increase the number of licenses available. With so many companies targeting
many of the same customers, competition is intense. We compete against AT&T
Wireless Services, Inc., Verizon Wireless Inc., Nextel Communications, Inc., SBC
Communications, Sprint Corp. (PCS Group), and US West Wireless LLC, among
others. Many of these competitors have substantially greater financial resources
than we do, and several operate in multiple segments of the industry. AT&T
Wireless, Nextel and Sprint PCS operate substantially nationwide networks and
Verizon, among others, through joint ventures and affiliation arrangements,
operates or plans to operate substantially nationwide wireless systems. As a
result of such competition, we cannot assure you that we will be able
successfully to attract and retain customers and grow our subscriber base and
revenues.
WE HAVE SUBSTANTIAL OPERATING LOSSES AND NEGATIVE CASH FLOW AND MAY NOT BECOME
PROFITABLE
We sustained operating losses of approximately $383 million for the six
months ended June 30, 2000, and $323 million ($1.35 billion pro forma giving
effect to the Omnipoint and Aerial transactions) in fiscal 1999, $205 million in
fiscal 1998 and $197 million in fiscal 1997. At June 30, 2000, we had an
accumulated deficit of $1.68 billion and equity, net of accumulated deficit, of
$8.1 billion. We expect to incur significant operating losses and to generate
negative cash flow from operating activities during the next several years while
we continue to develop and construct our systems and grow our subscriber base.
We cannot assure you that we will achieve or sustain profitability or positive
cash flow from operating activities in the future or that we will generate
sufficient cash flow to service current or future debt requirements.
THERE IS A RISK THAT OUR EXPANSION WILL BE CONSTRAINED BECAUSE OUR ABILITY TO
EXPAND AND PROVIDE SERVICE NATIONALLY IS LIMITED BY OUR ABILITY TO OBTAIN FCC
LICENSES
We have obtained licenses for markets in FCC auctions or from the winning
bidders or their successors, but nevertheless do not have licenses covering the
entire United States. Our ability to expand is limited to those markets where we
have obtained or can obtain licenses with sufficient spectrum to provide PCS
service, or where we economically can become resellers of service. Because there
are a limited number of licenses available, and because resale agreements
require mutual consent of the incumbent PCS license holders, there is a risk
that we may not be able to obtain the licenses we need for expansion. The rules
and regulations governing the issuance and possession of FCC licenses may
change, and there can be no guarantee that such changes would not have an
adverse effect on our business.
6
<PAGE> 9
WE ARE AT RISK OF LOSING COVERAGE IN CERTAIN MARKETS BECAUSE WE HAVE ENTERED
INTO JOINT VENTURES THAT WE DO NOT CONTROL IN AN ATTEMPT TO EXPAND INTO THOSE
MARKETS
When implementing the PCS licensing scheme in the United States, the FCC
adopted rules that granted certain "designated entities" the right to bid for
and own C and F Block licenses. Recently, the FCC has removed eligibility
restrictions for certain licenses in future entrepreneur auctions and has
allowed for the assignment or transfer of control of all C and F Block licenses
to a non-designated entity under certain circumstances. Because we do not
qualify to obtain and hold some C and F Block licenses, in order to continue
expansion of service, we obtained 49.9% minority interests in joint ventures
controlled by Cook Inlet Region, Inc. Each of these ventures is qualified to
obtain licenses that we cannot directly obtain. Through reseller and other
contractual arrangements between VoiceStream and the joint ventures, our
customers are able to obtain service in the ventures' territories. In all
markets where the joint ventures operate, we are at risk because Cook Inlet is
in control and can choose to operate independently of us. If these joint venture
entities determine to operate independently, our ability to compete on a
national scale may be adversely affected.
THERE IS A RISK THAT THE JOINT VENTURE ENTITIES IN WHICH WE HOLD INTERESTS COULD
LOSE LICENSES AS A RESULT OF COURT PROCEEDINGS
All of the C Block licenses held by Cook Inlet entities could be affected
by U.S. AirWaves, Inc. v. FCC, which is pending in the U.S. Court of Appeals for
the D.C. Circuit. U.S. AirWaves participated in the original C Block auction,
which concluded on May 6, 1996, but withdrew after the bids exceeded the maximum
prices it was willing to pay. U.S. AirWaves is now seeking judicial review of
two orders in the FCC's rulemaking proceeding on payment financing for PCS
licenses: the Second Report and Order and the Order on Reconsideration of the
Second Report and Order (WT Docket No. 97-82). Since these orders enabled
initial C Block licensees to return licenses or modify the conditions of
payment, there is a remote threat that if the orders are reversed, affected
licenses could be returned to the Commission for reauction. The court
consolidated into this case similar petitions filed by several other parties.
The case remains pending.
Additionally, 14 C Block licenses won by Cook Inlet/VoiceStream PCS LLC
and 11 C Block licenses won by Omnipoint (which was acquired by VoiceStream in
the first half of 2000) and subsequently assigned to joint ventures controlled
by Cook Inlet, were issued subject to the outcome of the bankruptcy proceeding
of the original licensee, a subsidiary of Pocket Communications, Inc., which was
conditionally granted 43 C Block licenses in 1996. Pursuant to an FCC order, the
bankruptcy debtors elected to relinquish certain licenses, which subsequently
were reauctioned, and the bankruptcy court issued an order making the election
effective. A group of secured creditors of the debtors filed with the court a
motion for reconsideration of the election order. The motion was denied, and the
secured creditors appealed the denial to the United States District Court for
the
7
<PAGE> 10
District of Maryland, Northern Division. Because the appeal of the election
order is still pending, there is uncertainty as to the referenced C Block
licenses of the Cook Inlet entities. The District Court could order the return
of these licenses to the jurisdiction of the bankruptcy court. In the event that
these licenses are so returned, it is unlikely that the Cook Inlet entities will
be able to recoup any or all of the costs incurred by them in connection with
the construction and development of systems related to such licenses.
Loss of any license by any Cook Inlet entity will reduce or eliminate our
ability to own interests in markets where the licenses are lost, thereby
reducing our ability to compete with other national competitors.
CONCERNS OVER RADIO FREQUENCY EMISSIONS OR OTHER HEALTH AND SAFETY RISKS MAY
DISCOURAGE USE OF WIRELESS SERVICES AND ADVERSELY AFFECT OUR BUSINESS
Media reports have suggested that some radio frequency emissions from
wireless handsets may raise various health concerns, including cancer, and may
interfere with various electronic medical devices, including hearing aids and
pacemakers. Concerns over radio frequency emissions may discourage the use of
wireless handsets, which would adversely affect our business.
Negative findings of studies concerning health and safety risks of
wireless handsets could have an adverse effect on the wireless industry, our
business, or the use of GSM technology. Such findings could lead to governmental
regulations that may have an adverse effect on our business. Several states have
proposed or enacted legislation that would limit or prohibit the use and/or
possession of a mobile telephone while driving an automobile. If legislation is
adopted and strictly enforced, it may have an adverse effect on our business.
IF WE LOSE ANY MEMBER OF OUR MANAGEMENT TEAM, OUR BUSINESS COULD SUFFER
We depend on the continued services of our management team. If we fail to
retain the services of any member of our senior management, our operating
results may be adversely affected.
OUR STOCK PRICE MAY FLUCTUATE SIGNIFICANTLY
The market price of our common stock could fluctuate significantly in
response to various factors and events, including:
- the perceived prospects of the company;
- changes in our operating results;
- changes in, or our failure to meet, financial estimates by
securities analysts; and
- developments in the wireless communications industry.
8
<PAGE> 11
In addition, the stock market in general and wireless industry stocks in
particular have experienced extreme volatility that often has been unrelated to
the operating performance of particular companies. These broad market and
industry fluctuations may adversely affect the trading price of our common
stock, regardless of our actual operating performance.
RISK FACTORS RELATING TO THE DEUTSCHE TELEKOM/VOICESTREAM MERGER AND THE
DEUTSCHE TELEKOM/POWERTEL MERGER
THE VALUE OF DEUTSCHE TELEKOM ADSs AND DEUTSCHE TELEKOM ORDINARY SHARES TO BE
RECEIVED MAY FLUCTUATE CONSIDERABLY
A VoiceStream stockholder will receive a fixed number of Deutsche Telekom
shares in the Deutsche Telekom/VoiceStream merger for each share of VoiceStream
common stock, subject to proration and adjustment. The Deutsche
Telekom/VoiceStream merger agreement does not contain a mechanism to adjust the
exchange ratios in the event that the market price of the Deutsche Telekom
shares declines. Therefore, because the market prices of Deutsche Telekom
securities may fluctuate, the value of the consideration to be received by
VoiceStream stockholders at the time of the Deutsche Telekom/VoiceStream merger
will depend on the market prices at that time. The market prices of Deutsche
Telekom securities at the completion of the Deutsche Telekom/VoiceStream merger
may vary from their market price on the date of the Deutsche Telekom/VoiceStream
merger agreement (when the exchange ratio was set). These variances may be due
to a number of factors, including:
- changes in the business, operations, or prospects of Deutsche
Telekom, VoiceStream or Powertel;
- market assessments of the likelihood of completion and timing of
the Deutsche Telekom/VoiceStream merger and the Deutsche
Telekom/Powertel merger;
- the effect of any conditions or restrictions imposed on or
proposed with respect to the combined company by regulatory
agencies in order to gain approval for the Deutsche
Telekom/VoiceStream merger or the Deutsche Telekom/Powertel
merger;
- general market and economic conditions and other factors; and
- the prospects of post-merger operations.
VoiceStream has the right to terminate the Deutsche Telekom/VoiceStream
merger agreement if the average price of Deutsche Telekom ordinary shares to be
used in any tax-related adjustment to the amount of the cash merger
consideration in the Deutsche Telekom/VoiceStream merger, as calculated close to
the time that merger is completed, is less than 33 euros. We cannot assure you
that even if the Deutsche Telekom ordinary share price falls below this level,
VoiceStream will terminate the
9
<PAGE> 12
Deutsche Telekom/VoiceStream merger agreement. In this circumstance, the market
price of any Deutsche Telekom ordinary shares that you receive as a VoiceStream
stockholder will be less than 33 euros per Deutsche Telekom share.
In addition, the stock market has experienced significant price and
volume fluctuations. These stock market fluctuations could have a material
adverse effect on the market prices of the Deutsche Telekom ADSs and Deutsche
Telekom ordinary shares before the Deutsche Telekom/VoiceStream merger and the
Deutsche Telekom/Powertel merger are completed.
Accordingly, as a result of the fixed exchange ratios in the Deutsche
Telekom/VoiceStream merger and the Deutsche Telekom/Powertel merger, you may
receive Deutsche Telekom ADSs or Deutsche Telekom ordinary shares in the
Deutsche Telekom/VoiceStream merger that are worth less at the completion of the
merger than on the date of this prospectus. Any decrease in the market prices of
Deutsche Telekom ADSs and Deutsche Telekom ordinary shares before the completion
of the Deutsche Telekom/VoiceStream merger and the Deutsche Telekom/Powertel
merger will directly reduce the value of the stock portion of the merger
consideration received by VoiceStream stockholders in the Deutsche
Telekom/VoiceStream merger. Many of the factors causing fluctuations in the
market prices of Deutsche Telekom ADSs and Deutsche Telekom ordinary shares, as
discussed above, are beyond our control.
VOICESTREAM STOCKHOLDERS MAY RECEIVE DIFFERENT CONSIDERATION FROM WHAT THEY
ELECT
The consideration to be received by the VoiceStream stockholders in the
Deutsche Telekom/VoiceStream merger is subject to proration to preserve the
limitations on the maximum amount of cash and Deutsche Telekom shares to be
issued in the Deutsche Telekom/VoiceStream merger. Further, the total amount of
cash to be paid may be reduced and replaced with Deutsche Telekom shares if
necessary to preserve beneficial U.S. tax treatment. If the total amount of cash
to be paid is reduced and replaced with Deutsche Telekom shares to preserve
beneficial tax treatment, the value of the Deutsche Telekom shares delivered to
VoiceStream stockholders in replacement of the cash may be less than the cash
amount it replaces.
Accordingly, holders of VoiceStream common stock may not receive the type
of consideration they elect to receive in the Deutsche Telekom/VoiceStream
merger. If a holder of VoiceStream common stock elects to receive all of the
merger consideration in cash and the cash portion is oversubscribed, then the
holder will receive a portion of the Deutsche Telekom/VoiceStream merger
consideration in Deutsche Telekom shares. Similarly, if a holder elects to
receive all of the merger consideration in Deutsche Telekom shares and the
Deutsche Telekom share portion is oversubscribed, then the holder will receive a
portion of the Deutsche Telekom/VoiceStream merger consideration in cash.
Further, in all cases, if the amount of cash is reduced as a result of the tax
adjustment, holders (including those making a mixed election) may receive more
Deutsche Telekom shares than they elected even after accounting for proration.
Such
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<PAGE> 13
additional Deutsche Telekom shares may have a value that is less than the amount
of the cash that it replaces. Finally, because the receipt of cash in the
Deutsche Telekom/VoiceStream merger may be taxable to a VoiceStream stockholder,
no assurance can be given that any VoiceStream stockholder can exchange
VoiceStream common stock in an entirely tax-free transaction.
REGULATORS MAY IMPOSE CONDITIONS THAT REDUCE THE ANTICIPATED BENEFITS FROM THE
MERGERS AND ADVERSELY AFFECT THE PRICE OF THE DEUTSCHE TELEKOM ADSs AND DEUTSCHE
TELEKOM ORDINARY SHARES
As a condition to our respective obligations to complete the Deutsche
Telekom/VoiceStream merger and the Deutsche Telekom/Powertel merger, we must
obtain the approval of various regulatory authorities, including the FCC, the
Committee on Foreign Investment and, in the case of the Deutsche
Telekom/Powertel merger, either the FTC or the Antitrust Division of the United
States Department of Justice. Any of these entities could impose conditions or
restrictions on their approvals and we cannot assure you that these approvals
will be obtained without materially adverse conditions or restrictions.
The Deutsche Telekom/VoiceStream merger may be terminated in the event
that materially adverse conditions or restrictions are imposed by the regulatory
authorities as a condition to the granting of their approval for that
transaction. However, if such conditions or restrictions are imposed, we cannot
assure you that the Deutsche Telekom/VoiceStream merger agreement will be
terminated, as the case may be, or that we will not waive conditions to the
completion of the merger. In addition, we may take actions that we are not
required to take under the Deutsche Telekom/Powertel merger agreement in order
to facilitate the closing. If we were to proceed with the Deutsche
Telekom/VoiceStream merger despite the imposition of adverse conditions or
restrictions, or should we take such actions, we cannot assure you that there
would be no material adverse effect on Deutsche Telekom and the price of the
Deutsche Telekom ADSs and Deutsche Telekom ordinary shares.
INCREASED SALES VOLUME OF THE VOICESTREAM COMMON STOCK, POWERTEL COMMON STOCK,
DEUTSCHE TELEKOM ADSs, AND DEUTSCHE TELEKOM ORDINARY SHARES MAY ADVERSELY AFFECT
THE MARKET PRICE FOR THE DEUTSCHE TELEKOM ADSs AND DEUTSCHE TELEKOM ORDINARY
SHARES
For a number of reasons, including those described below, stockholders of
VoiceStream may sell a significant number of shares of VoiceStream common stock,
Deutsche Telekom ADSs, or Deutsche Telekom ordinary shares that they will
receive in the mergers, and Deutsche Telekom's two largest shareholders may sell
a substantial amount of Deutsche Telekom ordinary shares that they currently
hold. Any of these sales could affect the market price of the Deutsche Telekom
ADSs or Deutsche Telekom ordinary shares. These reasons include:
11
<PAGE> 14
- some U.S. mutual funds, state pension funds and other investors
are not permitted to hold equity securities of non-U.S. companies;
- some mutual funds and other investors hold shares of VoiceStream
because it is included in the Nasdaq 100 Index, but Deutsche
Telekom shares are not included in that index; and
- the Federal Republic of Germany has publicly stated its intention
to reduce substantially its ownership of Deutsche Telekom shares.
The Federal Republic and a development bank that is 80% owned by
the Federal Republic currently own in the aggregate approximately
58.2% of Deutsche Telekom's shares.
RISK FACTORS RELATING TO THE VOICESTREAM/POWERTEL MERGER
POWERTEL HAS SUBSTANTIAL OPERATING LOSSES AND NEGATIVE CASH FLOW AND VOICESTREAM
MAY NOT BECOME PROFITABLE FOLLOWING THE VOICESTREAM/POWERTEL MERGER
Powertel sustained operating losses of approximately $39.6 million for
the six months ended June 30, 2000, and $146 million in fiscal 1999, $172
millions in fiscal 1998 and $135 million in fiscal 1997. At June 30, 2000,
Powertel had an accumulated deficit of approximately $663 million and negative
equity, net of accumulated deficit, of $146 million. As set forth above,
VoiceStream sustained operating losses of approximately $383 million for the six
months ended June 30, 2000, and $323 million ($1.35 billion pro forma giving
effect to the Omnipoint and Aerial transactions) in fiscal 1999, $205 million in
fiscal 1998 and $197 million in fiscal 1997. At June 30, 2000, VoiceStream had
an accumulated deficit of $1.68 billion and equity, net of accumulated deficit,
of $8.1 billion. We cannot assure you that after the VoiceStream/Powertel merger
VoiceStream will achieve or sustain profitability or positive cash flow from
operating activities in the future or that VoiceStream will generate sufficient
cash flow to service current or future debt requirements.
12
<PAGE> 15
POWERTEL IS AT RISK OF LOSING COVERAGE IN CERTAIN MARKETS BECAUSE IT HAS ENTERED
INTO JOINT VENTURES THAT IT DOES NOT CONTROL IN AN ATTEMPT TO EXPAND INTO THOSE
MARKETS
Like VoiceStream, Powertel did not qualify to obtain C and F Block
licenses. In order to continue expansion of service to Powertel customers,
Powertel has agreed to obtain a 49.9% minority interest in Eliska Wireless
Ventures I, Inc., which is controlled by Eliska Wireless Investors and is
qualified to hold licenses that Powertel could not directly obtain. Eliska
Wireless Ventures I, Inc. does not currently hold any licenses but has
contractual rights to acquire C and F Block licenses from DiGiPH PCS, Inc.
Powertel also has a creditor relationship with Eliska Wireless, Inc., which
itself holds two designated entity licenses. It is anticipated that Powertel
customers, through reseller, roaming or other contractual arrangements between
Powertel and the Eliska entities, will be able to obtain service in the Eliska
entities' markets. In all markets where the Eliska entities operate (or will
operate following the acquisition of DiGiPH's licenses), Powertel is at risk
because the Eliska entities are in control and can choose to operate
independently of Powertel. If these entities choose to operate independently,
Powertel's ability to compete on a regional scale and VoiceStream's ability,
following completion of the merger with Powertel, to compete on a national scale
may be adversely affected.
THE FCC AND OTHER REGULATORY AGENCIES MUST APPROVE THE VOICESTREAM/POWERTEL
MERGER AND COULD DELAY OR REFUSE TO APPROVE THE VOICESTREAM/POWERTEL MERGER OR
IMPOSE CONDITIONS THAT COULD ADVERSELY AFFECT OUR BUSINESS OR FINANCIAL
CONDITION
The Communications Act and FCC rules require the FCC's prior approval of
the transfer of control of Powertel's PCS licenses to VoiceStream. Completion of
the VoiceStream/Powertel merger is conditioned, among other factors, upon grants
of the requisite FCC consents becoming final. A "final" FCC order is one that
has not been stayed and is no longer subject to review by the FCC or the courts
because the statutory period for seeking such review has expired without any
request for review or stay pending. Following the FCC's grant of consent to the
VoiceStream/Powertel merger, we cannot assure you that there will not be any
post-grant challenges by private parties or actions by the FCC or the courts
that would delay or prevent finality. Though the board of directors of
VoiceStream, in the exercise of its business judgment, without seeking
stockholder approval, may waive finality as a condition of closing, we cannot
assure you that they will do so.
We cannot assure you that the FCC will grant the application, that the
FCC will grant the application without conditions, or that there will be no
delay caused by the filing of a challenge to the transfer and assignment
application. Conditions imposed on any licenses granted or delays in granting of
the licenses could impair the value of the licenses and reduce the value of our
stock, and could lead to our inability to obtain financing necessary for our
growth. If we are denied a license in a market we will not be able to operate in
that market unless we obtain another license or acquire a new license for that
market.
13
<PAGE> 16
FORWARD-LOOKING STATEMENTS
This prospectus, and the documents we are incorporating by reference,
contain forward-looking statements that we intend to be covered by the safe
harbor for "forward-looking statements" provided by the Private Securities
Litigation Reform Act of 1995. Any document we filed or will file with the SEC
also may include forward-looking statements. We have made and may in the future
make other written or oral forward-looking statements. Forward-looking
statements are statements that are not historical facts, and include financial
projections and estimates and their underlying assumptions; statements regarding
plans, objectives and expectations with respect to future operations, products
and services; the impact of regulatory initiatives on our operations; our share
of new and existing markets; general industry and macroeconomic growth rates and
our performance relative to them and statements regarding future performance.
Forward-looking statements generally are identified by the words "expects,"
"anticipates," "believes," "intends," "estimates," and similar expressions.
The forward-looking statements are subject to various risks and
uncertainties, most of which are difficult to predict and are generally beyond
our control. Our actual results, performances, or achievements could differ
significantly from those expressed in, or implied by, the forward-looking
statements made in or incorporated by reference into this document. Accordingly,
we cannot assure you that any of the events anticipated by the forward-looking
statements will occur, or, if they do, what impact they will have on our results
of operations and financial condition.
USE OF PROCEEDS
All net proceeds from the sale of the shares of common stock covered by
this prospectus will go to the selling shareholders that offer and sell their
shares. We will not receive any proceeds from the sale of the common stock by
the selling shareholders. The Company will, however, receive a nominal exercise
price for the warrants that are exercised by the selling shareholders to obtain
the common stock being sold by them, unless the selling shareholders elect to
use the cashless exercise provision of the warrants
SELLING SHAREHOLDERS AND PLAN OF DISTRIBUTION
All of the shares of common stock registered for sale under this
prospectus, which are not currently outstanding but are issuable upon exercise
of warrants held by the selling shareholders, will be beneficially owned
immediately after registration by the persons listed below.
<TABLE>
<CAPTION>
Name Shares
---- ------
<S> <C>
Allen & Company Incorporated 247,447
</TABLE>
14
<PAGE> 17
<TABLE>
<CAPTION>
<S> <C>
Richard Fields 27,397
</TABLE>
In addition to the shares of common stock being registered, Allen &
Company Incorporated and Mr. Fields own 1,518,237 and 261,828 shares,
respectively, of outstanding common stock. Mr. Fields was a director of
Omnipoint Corporation from 1991 to February 2000, when it was acquired by
VoiceStream. Since that time, he has been a director of VoiceStream. Mr. Fields
is also a managing director of Allen & Company Incorporated.
Pursuant to an agreement with the selling shareholders, VoiceStream is
registering the common stock covered by this prospectus for the selling
shareholders. As used in this prospectus, "selling shareholders" includes the
pledgees, donees, transferees or others who may later hold the selling
shareholders' interests. VoiceStream will pay the costs and fees of registering
the common stock, but the selling shareholders will pay any brokerage
commissions, discounts or other expenses relating to the sale of the common
stock.
The selling shareholders may sell the common stock in the
over-the-counter market or otherwise, at market prices prevailing at the time of
sale, at prices related to the prevailing market prices, or at negotiated
prices. In addition, the selling shareholders may sell some or all of their
common stock through:
- a block trade in which a broker-dealer may resell a portion of the
block, as principal, in order to facilitate the transaction;
- purchases by a broker-dealer, as principal, and resale by the
broker-dealer for its account; or
- ordinary brokerage transactions and transactions in which a broker
solicits purchasers.
When selling the common stock, the selling shareholders may enter into
hedging transactions. For example, the selling shareholders may:
- enter into option or other types of transactions that require the
selling shareholder to deliver common stock to a broker-dealer,
who will then resell or transfer the common stock under this
prospectus; or
- loan or pledge the common stock to a broker-dealer, who may sell
the loaned stock or, in the event of default, sell the pledged
stock.
The selling shareholders may negotiate and pay broker-dealers
commissions, discounts or concessions for their services. Broker-dealers engaged
by the selling shareholders may allow other broker-dealers to participate in
resales. However, the selling shareholders and any broker-dealers involved in
the sale or resale of the common stock may qualify as "underwriters" within the
meaning of the Securities Act of 1933 (the
15
<PAGE> 18
"1933 Act"). In addition, the broker-dealers' commissions, discounts or
concession may qualify as underwriters' compensation under the 1933 Act. If the
selling shareholders qualify as "underwriters," they will be subject to the
prospectus delivery requirements of Section 5(b)(2) of the 1933 Act.
In addition to selling their common stock under this prospectus, the
selling shareholders may:
- agree to indemnify any broker-dealer or agent against certain
liabilities related to the selling of the common stock, including
liabilities arising under the 1933 Act;
- transfer their common stock in other ways not involving market
makers or established trading markets, including directly by gift,
distribution, or other transfer; or
- sell their common stock under Rule 144 of the 1933 Act rather than
under this prospectus, if the transaction meets the requirements
of Rule 144.
VoiceStream is required to pay its fees and expenses incurred in
connection with registering the common stock offered for sale hereby.
VoiceStream has agreed to indemnify the selling shareholders against certain
losses, claims, damages and liabilities including those arising under the 1933
Act.
LEGAL MATTERS
For purposes of this offering, Friedman Kaplan Seiler & Adelman LLP, New
York, New York, is giving its opinion on the validity of the common stock. The
partners of Friedman Kaplan Seiler & Adelman, LLP own in the aggregate fewer
than 60,000 shares of VoiceStream common stock.
EXPERTS
The consolidated financial statements of VoiceStream and its subsidiaries
as of December 31, 1999 and 1998 and for each of the three years in the period
ended December 31, 1999, incorporated in this document by reference to
VoiceStream's Annual Report on Form 10-K for the year ended December 31, 1999,
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are included herein in
reliance upon their authority as experts in giving said reports.
The consolidated financial statements of Omnipoint and its subsidiaries
as of December 31, 1999 and 1998, and for each of the three years in the period
ended December 31, 1999, incorporated in this document by reference to
VoiceStream's Current Report on Form 8-K dated September 29, 2000, have been so
incorporated in reliance on
16
<PAGE> 19
the report of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.
The consolidated financial statements of Aerial and its subsidiaries as
of December 31, 1999 and 1998 and for each of the three years in the period
ended December 31, 1999, included in Aerial's Form 10-K, incorporated into this
document by reference to VoiceStream's Current Report on Form 8-K, dated March
23, 2000, have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
included herein in reliance upon their authority as experts in giving said
reports.
The consolidated financial statements of Powertel and its subsidiaries as
of December 31, 1999 and 1998 and for each of the three years in the period
ended December 31 1999, incorporated by reference in VoiceStream's Proxy
Statement/Prospectus on Form S-4 filed October 4, 2000, which is itself
incorporated herein by reference, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
hereto, and are included herein in reliance upon their authority as experts in
giving said reports.
WHERE YOU CAN FIND MORE INFORMATION
GOVERNMENT FILINGS. We file annual, quarterly and special reports and
other information with the Securities and Exchange Commission (the "SEC"). You
may read and copy any document that we file at the SEC's public reference rooms
in Washington, D.C. (located at 450 Fifth Street, N.W., Washington D.C. 20549),
New York, New York, and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330
for further information on the public reference rooms. Our SEC filings are also
available to you free of charge at the SEC's web site at http://www.sec.gov.
STOCK MARKET. The common stock is traded as a "National Market Security"
on the Nasdaq National Market. Material filed by VoiceStream can be inspected at
the offices of the National Association of Securities Dealers, Inc., Reports
Section, 1735 K Street, N.W., Washington, D.C. 20006.
INFORMATION INCORPORATED BY REFERENCE. The SEC allows us to "incorporate
by reference" the information we file with them, which means that we can
disclose important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this
prospectus, and information that we file later with the SEC will automatically
update and supersede previously filed information, including information
contained in this document.
We incorporate by reference the documents listed below and any future
filings we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 until this offering has been completed:
17
<PAGE> 20
1. VoiceStream's Annual Report on Form 10-K, which includes various
pages from its Annual Report to Shareholders, for the year ended
December 31, 1999.
2. VoiceStream's Quarterly Report on Form 10-Q for the quarters ended
March 31, 2000 and June 30, 2000.
3. VoiceStream's Current Reports on Form 8-K filed October 11, 2000,
September 29, 2000, September 8, 2000, August 31, 2000, July 28,
2000, May 16, 2000, May 5, 2000, March 23, 2000, and March 3,
2000.
4. VoiceStream's Proxy Statement on Form 14A filed October 3, 2000.
5. VoiceStream's Proxy Statement/Prospectus on Form S-4 filed October
4, 2000.
6. The description of the common stock of VoiceStream, which is
contained in the registration statement of VoiceStream filed on
Form S-4, on January 24, 2000.
You may request free copies of these filings by writing or telephoning us at the
following address:
VoiceStream Wireless Corporation
12920 SE 38th Street
Bellevue, Washington 98006
Attn: Investor Relations
(425) 653-4600
email: [email protected]
18
<PAGE> 21
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The expenses relating to the registration of Shares will be borne by the
registrant. Such expenses are estimated to be as follows:
<TABLE>
<S> <C>
Registration Fee --
Securities and Exchange Commission $ 8,636
Accountants' Fees $10,000
Legal Fees $30,000
Miscellaneous $ 1,364
-------
Total $50,000
=======
</TABLE>
Item 15. Indemnification of Directors and Officers
VoiceStream's certificate of incorporation provides that a director of
VoiceStream will not be personally liable to VoiceStream or its stockholders for
monetary damages for breach of fiduciary duty as a director, except to the
extent required by Delaware law.
Delaware law provides that a corporation may indemnify any officer or
director who is made a party to any third party suit or proceeding on account of
being a director, officer or employee of the corporation against expenses,
including attorneys' fees, judgments, fines and amounts paid in settlement
reasonably incurred by him in connection with the action, through, among other
things, a majority vote of a quorum consisting of directors who were not parties
to the suit or proceeding if the officer or director:
- acted in good faith and in a manner he reasonably believed to be
in the best interests of the corporation; and
- in a criminal proceeding, had no reasonable cause to believe his
conduct was unlawful.
VoiceStream's certificate of incorporation and bylaws provide that:
- VoiceStream will indemnify its current and former directors,
officers, employees and agents to the fullest extent permitted by
law;
- the indemnification will include the right to receive advance
payment of any expenses incurred in connection with any proceeding
in advance of final disposition of the proceeding; and
II-1
<PAGE> 22
- advance payment of any expenses will be made only upon delivery to
VoiceStream of a written affirmation by the person seeking
indemnification of his or her good faith belief that he or she has
met the standard of conduct required to be eligible for
indemnification and an undertaking to repay all amounts advanced
if it is ultimately determined that he or she did not meet the
required standard of conduct.
VoiceStream is not liable to indemnify any person for amounts paid in
settlement of any proceeding if the settlement was made without the
VoiceStream's written consent.
VoiceStream's bylaws provide that VoiceStream must fully pay claims for
indemnification and advance payment of expenses within 60 days and 20 days,
respectively, of receiving a written request for payment. If VoiceStream has not
done so, the person seeking indemnification or advance payment of expenses may
bring suit against VoiceStream to recover the unpaid amounts of the claim. If
there is a judgment against VoiceStream in such a suit, the indemnitee is also
entitled to be paid his or her expenses of prosecuting that claim (to be
proportionately prorated if the indemnitee is only partially successful).
VoiceStream maintains directors' and officers' insurance.
Item 16. List of Exhibits
The Exhibits to this registration statement are listed in the Index to
Exhibits on page II-6.
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
1933 Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
this registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate
II-2
<PAGE> 23
offering price set forth in the "Calculation of Registration Fee" table
in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this registration statement
or any material change to such information in this registration
statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed or furnished to the Commission
by VoiceStream pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the 1933
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.
(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.
(4) For purposes of determining any liability under the 1933 Act, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to 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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 1933 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant 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 registrant will, unless in
the opinion of its 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 Act and will
be governed by the final adjudication of such issue.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
II-3
<PAGE> 24
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bellevue, State of Washington on November 10, 2000.
VOICESTREAM WIRELESS CORPORATION
/s/ John W. Stanton
--------------------------------------------------
John W. Stanton
Chairman of the Board and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PEOPLE BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John W. Stanton and Alan R. Bender, or
either of them acting individually, his attorney-in-fact, for him in any and all
capacities, to sign any amendments to this registration statement, and to file
the same, with exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that said attorney-in-fact, or his substitute, may do or cause to be done by
virtue hereof.
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.
<TABLE>
<CAPTION>
Dated
-----
<S> <C> <C>
/s/ John W. Stanton Chairman of the Board, Chief November 10, 2000
------------------------ Executive Officer, Director
John W. Stanton (Principal Executive Officer)
/s/ Cregg B. Baumbaugh Executive Vice President -- Finance, November 10, 2000
------------------------ Strategy and Development (Principal
Cregg B. Baumbaugh Financial Officer)
/s/ Allyn Hebner Principal Accounting Officer November 10, 2000
------------------------
Allyn Hebner
/s/ Robert R. Stapleton Director November 10, 2000
------------------------
Robert R. Stapleton
</TABLE>
<PAGE> 25
<TABLE>
<CAPTION>
Dated
-----
<S> <C> <C>
/s/ Douglas G. Smith Director November 10, 2000
------------------------
Douglas G. Smith
/s/ Donald Guthrie Director November 10, 2000
------------------------
Donald Guthrie
/s/ Susan M.F. Woo Chow Director November 10, 2000
------------------------
Susan M.F. Woo Chow
/s/ Mitchell R. Cohen Director November 10, 2000
------------------------
Mitchell R. Cohen
/s/ Daniel J. Evans Director November 10, 2000
------------------------
Daniel J. Evans
/s/ Richard L. Fields Director November 10, 2000
------------------------
Richard L. Fields
/s/ Canning K.N. Fok Director November 10, 2000
------------------------
Canning K.N. Fok
/s/ Jonathan M. Nelson Director November 10, 2000
------------------------
Jonathan M. Nelson
/s/ Terence M. O'Toole Director November 10, 2000
------------------------
Terence M. O'Toole
/s/ James N. Perry, Jr. Director November 10, 2000
------------------------
James N. Perry, Jr.
/s/ Kaj-Erik Relander Director November 10, 2000
------------------------
Kaj-Erik Relander
</TABLE>
<PAGE> 26
<TABLE>
<CAPTION>
Dated
-----
<S> <C> <C>
/s/ James J. Ross Director November 10, 2000
------------------------
James J. Ross
/s/ Frank J. Sixt Director November 10, 2000
------------------------
Frank J. Sixt
/s/ Hans Snook Director November 10, 2000
------------------------
Hans Snook
</TABLE>
<PAGE> 27
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description Location
----------- ----------- --------
<S> <C> <C>
5 Opinion of Counsel See attached.
23.1 Consent of Arthur Andersen LLP as See attached.
23.2 Consent of PricewaterhouseCoopers LLP See attached.
23.3 Consent of Arthur Andersen LLP See attached.
23.4 Consent of Friedman Kaplan Seiler & Adelman LLP (Included in Exhibit 5)
24 Power of Attorney (Included on signature page)
</TABLE>
