<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 2, 2000
REGISTRATION NO. 333-89995
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
Amendment No. 4
to
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------
ALAMOSA PCS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 4812 75-2843707
(State or other jurisdiction (Primary standard industrial (I.R.S. employer
of incorporation or organization) classification code number) identification no.)
</TABLE>
4403 BROWNFIELD HIGHWAY
LUBBOCK, TEXAS 79407
(806) 722-1100
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
------------------
DAVID E. SHARBUTT
CHIEF EXECUTIVE OFFICER
4403 BROWNFIELD HIGHWAY
LUBBOCK, TEXAS 79407
(806) 722-1100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------
Copies of communications to:
<TABLE>
<S> <C>
WM. S. KLEINMAN MARC S. ROSENBERG
HAYNES AND BOONE, LLP CRAVATH, SWAINE & MOORE
901 MAIN STREET, SUITE 3100 WORLDWIDE PLAZA
DALLAS, TEXAS 75202-3789 825 EIGHTH AVENUE
(214) 651-5000 NEW YORK, NEW YORK 10019
(212) 474-1000
</TABLE>
------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the 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. [ ]
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,
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, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses and costs (other than
underwriting discounts and commissions) expected to be incurred in connection
with the issuance and distribution of the securities to be registered. All of
the amounts shown are estimated except for the Securities and Exchange
Commission registration fee, the NASD filing fee and the Nasdaq National Market
listing fee.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee......... $ 51,430
NASD filing fee............................................. 19,000
Nasdaq National Market listing fees......................... 95,000
Printing and engraving expenses............................. 125,000
Legal fees and expenses..................................... 425,000
Accounting fees and expenses................................ 292,000
Transfer agent and registrar fees........................... 10,000
Miscellaneous expenses...................................... 2,570
----------
Total.................................................. $1,020,000
==========
</TABLE>
ITEM 14. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Certificate of Incorporation of Alamosa PCS Holdings, Inc. ("Alamosa")
provides that the liability of the directors of Alamosa to Alamosa or any of its
stockholders for monetary damages arising from acts or omissions occurring in
their capacity as directors shall be limited to the fullest extent permitted by
the laws of Delaware or any other applicable law. This limitation does not apply
with respect to any action in which a director would be liable under Section 174
of the General Corporation Law of the State of Delaware nor does it apply with
respect to any liability in which a director:
- breached his duty of loyalty to Alamosa or its stockholders;
- did not act in good faith or, in failing to act, did not act in good
faith;
- acted in a manner involving intentional misconduct or a knowing violation
of law or, in failing to act, shall have acted in a manner involving
intentional misconduct or a knowing violation of law; or
- derived an improper personal benefit.
Alamosa's Certificate of Incorporation provides that Alamosa shall
indemnify its directors, officers and employees and former directors, officers
and employees to the fullest extent permitted by the laws of Delaware or any
other applicable law. Pursuant to the provisions of Section 145 of the General
Corporation Law of the State of Delaware, Alamosa has the power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action, suit, or proceeding (other than an
action by or in the right of Alamosa) by reason of the fact that he is or was a
director, officer, employee, or agent of Alamosa, against any and all expenses,
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with such action, suit, or proceeding. The power to indemnify
applies only if such person acted in good faith and in a manner he reasonably
believed to be in the best interest, or not opposed to the best interest, of
Alamosa and with respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful.
The power to indemnify applies to actions brought by or in the right of
Alamosa as well, but only to the extent of defense and settlement expenses and
not to any satisfaction of a judgment or settlement of the claim itself and with
the further limitation that in such actions no indemnification shall be made in
the event of any adjudication of negligence or misconduct unless the court, in
its discretion, believes that in light of all the circumstances indemnification
should apply.
II-1
<PAGE> 3
The statute further specifically provides that the indemnification
authorized thereby shall not be deemed exclusive of any other rights to which
any such officer or director may be entitled under any bylaws, agreements, vote
of stockholders or disinterested directors, or otherwise.
Reference is made to the Form of Underwriting Agreement, to be filed as
Exhibit 1.1 to this registration statement, which provides for indemnification
by the Underwriters under certain circumstances of the directors and officers of
Alamosa signing the registration statement and certain controlling persons of
Alamosa against certain liabilities, including those arising under the
Securities Act.
Alamosa has directors' and officers' liability insurance covering its
directors and officers.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling Alamosa pursuant
to the foregoing provisions, Alamosa has been advised that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
Alamosa PCS Holdings, Inc., a Delaware corporation ("Alamosa") was formed
on October 19, 1999. It has no assets and has issued no capital stock.
Immediately prior to the closing of this initial public offering, we will
reorganize as described in the prospectus. In connection with the
reorganization, Alamosa will merge with Alamosa PCS Holdings, Inc., a Texas
corporation ("Texas Holdings"). To effectuate the merger, Alamosa will issue 100
shares of common stock to Texas Holdings. Alamosa will then merge with Texas
Holdings, with Alamosa as the surviving corporation. In the merger, Alamosa will
issue unregistered shares of Alamosa common stock to the stockholders of Texas
Holdings.
Alamosa will also grant stock options to directors, officers, employees and
consultants before the closing of this initial public offering. These are the
only unregistered issuances of securities that Alamosa currently contemplates.
Texas Holdings will be the successor to the current operating company,
Alamosa PCS, LLC, by virtue of a conversion of the LLC to a corporation.
The persons to receive Alamosa common stock in connection with the
reorganization, their owners, the consideration to be received by Alamosa for
such common stock and the number of shares of common stock to be received are
set forth in the tables below.
1. COMMENCEMENT OF THE REORGANIZATION
<TABLE>
<CAPTION>
PERCENTAGE OF
NUMBER OF MEMBERSHIP INTEREST
SHARES OF OUR RECEIVED IN
NATURE OF COMMON STOCK EXCHANGE FOR OUR
ENTITY RECEIVING SECURITIES OWNER, IF AN ENTITY CONSIDERATION TO BE ISSUED COMMON STOCK(1)
- --------------------------- ------------------- ------------- ------------- -------------------
<S> <C> <C> <C> <C>
Alamosa PCS Holdings, Inc.
(Texas)............................. The owners are $100 100 100%
those persons
listed below in
Item 2 "Common
Stock to be Issued
Pursuant to the
Reincorporation
Merger."
</TABLE>
II-2
<PAGE> 4
2. COMMON STOCK TO BE ISSUED PURSUANT TO REINCORPORATION MERGER
<TABLE>
<CAPTION>
PERCENTAGE OF
NUMBER OF MEMBERSHIP INTEREST
SHARES OF OUR RECEIVED IN
NATURE OF COMMON STOCK EXCHANGE FOR OUR
ENTITY RECEIVING SECURITIES OWNER, IF AN ENTITY CONSIDERATION TO BE ISSUED COMMON STOCK(1)
- --------------------------- ------------------- ------------- ------------- -------------------
<S> <C> <C> <C> <C>
Rosewood Telecommunications,
L.L.C. ............................... Caroline Hunt Trust Membership 9,725,000 20.05%
Estate Interest
South Plains Advanced Communications &
Electronics, Inc. .................... Rural telephone Membership 8,652,085 17.84
cooperative; Interest
members are
subscribers for
phone service
West Texas PCS, LLC................... Michael R. Budagher Membership 7,072,915 14.58
Interest
Taylor Telecommunications, Inc. ...... Rural telephone Membership 5,100,000 10.52
cooperative; Interest
members are
subscribers for
phone service
Plateau Telecommunications,
Incorporated.......................... Rural telephone Membership 3,000,000 6.19
cooperative; Interest
members are
subscribers for
phone service
Tregan International Corp. ........... Regan Silber and Membership 3,000,000 6.19
Trevar Pearlman Interest
XIT Telecommunication & Technology,
Inc. ................................. Rural telephone Membership 2,750,000 5.67
cooperative; Interest
members are
subscribers for
phone service
LEC Development, Inc. ................ Rural telephone Membership 2,500,000 5.15
cooperative; Interest
members are
subscribers for
phone service
Wes-Tex Telecommunications, Inc. ..... Rural telephone Membership 2,500,000 5.15
cooperative; Interest
members are
subscribers for
phone service
Longmont PCS, LLC..................... Jeffrey P. Howard Membership 1,000,000 2.06
Interest
J&M Family Partnership Ltd............ James R. and Mary Membership 666,434 1.37
Underwood and their Interest
three children
Five S, Ltd. ......................... David and Patsy Membership 593,200 1.22
Sharbutt and their Interest
three children
Yellow Rock PCS, L.P. ................ Adam Lampert Membership 400,000 0.82
Interest
John St. Clair........................ -- Membership 292,938 0.60
Interest
Harness, Ltd.......................... Present and former Membership 292,938 0.60
CHR Solutions, Inc. Interest
employees
Anthony E. Bliss...................... -- Membership 288,056(2) 0.59
Interest
Romoso, Ltd........................... William R. Overman Membership 153,792 0.32
Interest
</TABLE>
II-3
<PAGE> 5
<TABLE>
<CAPTION>
PERCENTAGE OF
NUMBER OF MEMBERSHIP INTEREST
SHARES OF OUR RECEIVED IN
NATURE OF COMMON STOCK EXCHANGE FOR OUR
ENTITY RECEIVING SECURITIES OWNER, IF AN ENTITY CONSIDERATION TO BE ISSUED COMMON STOCK(1)
- --------------------------- ------------------- ------------- ------------- -------------------
<S> <C> <C> <C> <C>
W. Don Stull.......................... -- Membership 97,647 0.20
Interest
J. Frank Eldridge..................... -- Membership 73,235 0.15
Interest
David E. Sharbutt..................... -- Membership 48,824 0.10
Interest
Barry J. Moore........................ -- Membership 48,824 0.10
Interest
Randall D. Yeisley.................... -- Membership 48,824 0.10
Interest
William R. Overman.................... -- Membership 24,412(2) 0.05
Interest
Addie Lee Hicks....................... -- Membership 24,412 0.05
Interest
Steven Steele......................... -- Membership 24,412 0.05
Interest
Paula Sexton.......................... -- Membership 24,412 0.05
Interest
Will Payne............................ -- Membership 24,412 0.05
Interest
Gail McVicker......................... -- Membership 24,412 0.05
Interest
Gaylord Ellerman...................... -- Membership 24,412 0.05
Interest
James E. McDuff....................... -- Membership 24,412 0.05
Interest
</TABLE>
The persons to receive options to purchase Alamosa common stock, the nature
of consideration for these options and number of shares that may be purchased
pursuant to these options are set forth in the table below.
3. OPTIONS TO BE GRANTED
<TABLE>
<CAPTION>
NATURE OF NUMBER OF
OWNER CONSIDERATION OPTIONS
- ----- ------------- ------------
<S> <C> <C>
David E. Sharbutt........................................... Employment 1,697,500(3)
Jerry W. Brantley........................................... Employment(4) 1,697,500(3)
Kendall W. Cowan............................................ Employment 1,455,000(3)
W. Don Stull................................................ Employment(4) 145,500(3)
Michael R. Budagher......................................... Director 28,000(3)
Services
Ray M. Clapp, Jr. .......................................... Director 43,000(3)
Services
Scotty Hart................................................. Director 28,000(3)
Services
</TABLE>
II-4
<PAGE> 6
<TABLE>
<CAPTION>
NATURE OF NUMBER OF
OWNER CONSIDERATION OPTIONS
- ----- ------------- ------------
<S> <C> <C>
Thomas Hyde................................................. Director 28,000(3)
Services
Schuyler B. Marshall........................................ Director 28,000(3)
Services
Tom M. Phelps............................................... Director 28,000(3)
Services
Reagan W. Silber............................................ Director 28,000(3)
Services
Jimmy R. White.............................................. Director 28,000(3)
Services
Adam Lampert................................................ Consulting 15,000(3)
Services
Jeff Howard................................................. Consulting 12,500(3)
Services
Wilton J. Payne............................................. Consulting 10,000(3)
Services
J.R. Wilson................................................. Consulting 10,000(3)
Services
Other Employees............................................. Employment 902,500(3)
</TABLE>
- ---------------
(1) All percentages of membership interests, except options, are calculated on a
non-fully diluted basis. Percentages for options to purchase membership
interests are calculated on a fully diluted basis.
(2) Includes or consists of shares held in a 401(k) plan.
(3) Represents options to acquire securities, not issued securities.
(4) The consideration for these stock options is an option to purchase a
membership interest in Alamosa PCS, LLC as well as his employment with us.
None of the foregoing transactions will involve any public offering, and
issuances of securities in connection with such transactions will be made
pursuant to valid exemptions under the Securities Act of 1933 (the "Act"). The
following are the exemptions relied on for each issuance of securities pursuant
to our reorganization.
First, our issuance of 100 shares to Holdings Texas is exempt under Section
4(2) of the Act. This issuance of 100 shares is a transaction involving one
offeree, involving no general solicitation.
Second, our issuance of 48,500,008 shares to the twenty-nine stockholders
of Texas Holdings, pursuant to the merger of Texas Holdings with and into
Alamosa, is exempt under Section 4(2). The merger will take place through direct
communication with the offerees, with no general solicitation or advertising.
Since Alamosa will be a subsidiary of Texas Holdings, these offerees will have a
pre-existing and substantial relationship with us.
II-5
<PAGE> 7
The options to purchase a total of 6,184,500 shares will be granted
pursuant to a written compensatory benefit plan or written compensation contract
to the directors, employees and consultants, and will be exempt pursuant to Rule
701. 48,500,008 shares will be outstanding prior to the grant of these options.
The 6,184,500 shares is under the maximum of 15% of 48,500,008, or 7,275,001
provided in Rule 701(d)(2).
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits:
The exhibits are as set forth in the Exhibit Index.
(b) Financial Statement Schedules:
No financial statement schedules are filed because the required
information is not applicable or is included in the consolidated financial
statements or related notes.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in
a form of prospectus filed by Alamosa pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of Alamosa
pursuant to the foregoing provisions, or otherwise, Alamosa has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by Alamosa of expenses incurred
or paid by a director, officer or controlling person of Alamosa 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, Alamosa 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.
The undersigned registrant hereby undertakes to provide to the Underwriters
at the closing specified in the underwriting agreement certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.
II-6
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Alamosa has
duly caused this fourth amendment to the registration statement to be signed on
its behalf by the undersigned, hereunto duly authorized, in the City of Dallas,
State of Texas, on the 2nd day of February, 2000.
ALAMOSA PCS HOLDINGS, INC.
By: /s/ DAVID E. SHARBUTT
----------------------------------
David E. Sharbutt
Chairman of the Board of Directors
and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this fourth
amendment to the registration statement has been signed by the following persons
in the capacities indicated on the 2nd day of February, 2000.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<C> <C> <S>
/s/ DAVID E. SHARBUTT Chairman of the Board of February 1, 2000
- ----------------------------------------------------- Directors and Chief Executive
David E. Sharbutt Officer
/s/ KENDALL W. COWAN Chief Financial Officer February 1, 2000
- -----------------------------------------------------
Kendall W. Cowan
MICHAEL R. BUDAGHER* Director February 1, 2000
- -----------------------------------------------------
Michael R. Budagher
RAY M. CLAPP, JR.* Director February 1, 2000
- -----------------------------------------------------
Ray M. Clapp, Jr.
SCOTTY HART* Director February 1, 2000
- -----------------------------------------------------
Scotty Hart
THOMAS HYDE* Director February 1, 2000
- -----------------------------------------------------
Thomas Hyde
Director February 1, 2000
- -----------------------------------------------------
Schuyler B. Marshall
TOM M. PHELPS* Director February 1, 2000
- -----------------------------------------------------
Tom M. Phelps
REAGAN W. SILBER* Director February 1, 2000
- -----------------------------------------------------
Reagan W. Silber
JIMMY R. WHITE* Director February 1, 2000
- -----------------------------------------------------
Jimmy R. White
</TABLE>
David E. Sharbutt, by signing his name hereto, does sign and execute this
fourth amendment to the registration statement on behalf of each of the
above-named officers and directors of the registrant on this 2nd day of
February, 2000, pursuant to powers of attorneys executed on behalf of each of
such officers and directors and previously filed with the Securities and
Exchange Commission.
*By: /s/ DAVID E. SHARBUTT
-------------------------------
David E. Sharbutt
Attorney-in-Fact
II-7
<PAGE> 9
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
<C> <S>
1.1* -- Form of Underwriting Agreement.
2.1* -- Form of Agreement and Plan of Merger of Alamosa PCS
Holdings, Inc., a Texas corporation, with and into
Alamosa PCS Holdings, Inc., a Delaware corporation.
2.2* -- Form of Agreement and Plan of Conversion of Alamosa PCS
LLC, a Texas limited liability company into Alamosa PCS
Holdings, Inc., a Texas corporation.
3.1* -- Amended and Restated Certificate of Incorporation of
Alamosa.
3.2* -- Amended and Restated Bylaws of Alamosa.
4.1* -- Specimen Common Stock Certificate.
4.2* -- Rights Agreement between Alamosa PCS Holdings, Inc. and
ChaseMellon Shareholder Services, L.L.C., as rights
agent.
4.3* -- Amended and Restated Certificate of Incorporation of
Alamosa (filed as Exhibit 3.1 above).
4.4* -- Amended and Restated Bylaws of Alamosa (filed as Exhibit
3.2 above).
4.5* -- Form of Credit Agreement by and between Alamosa PCS,
Inc., as borrower, Alamosa PCS Holdings, Inc., Texas
Telecommunications, LP and Alamosa Wisconsin Limited
Partnership, as guarantors and Nortel Networks Inc., as
administrative agent, for a $250,000,000 credit facility,
to be executed prior to the closing of this offering
(filed as Exhibit 10.16 below).
5.1 -- Opinion of Haynes and Boone, LLP, regarding legality of
the Common Stock being issued.
10.1* -- CDMA 1900 SprintCom Additional Affiliate Agreement dated
as of December 21, 1998 by and between Alamosa PCS, LLC
and Northern Telecom, Inc.
10.2* -- Amendment No. 1 to DMS-MTX Cellular Supply Agreement
dated as of January 12, 1999 by and between Alamosa PCS,
LLC and Nortel Networks Inc. as an amendment to Exhibit
10.1 described above.
10.3* -- Amendment No. 2 to DMS-MTX Cellular Supply Agreement
dated as of March 1, 1999 by and between Alamosa PCS, LLC
and Nortel Networks Inc. as an amendment to Exhibits 10.1
and 10.2 described above.
10.4* -- Amendment No. 3 to DMS-MTX Cellular Supply Agreement
dated as of August 11, 1999 by and between Alamosa PCS,
LLC and Nortel Networks Inc. as an amendment to Exhibits
10.1, 10.2 and 10.3 described above.
10.5* -- Sprint PCS Management Agreement, as amended, dated as of
July 17, 1998 by and between Sprint Spectrum, LP,
SprintCom, Inc., WirelessCo, LP and Alamosa PCS, LLC,
superceded by Exhibit 10.22.
10.6* -- Sprint PCS Services Agreement dated as of July 17, 1998
by and between Sprint Spectrum, LP and Alamosa PCS, LLC
superceded by Exhibit 10.23.
10.7* -- Sprint Trademark and Service Mark License Agreement dated
as of July 17, 1998 by and between Sprint Communications
Company, LP and Alamosa PCS, LLP superceded by Exhibit
10.24.
10.8* -- Sprint Spectrum Trademark and Service Mark License
Agreement dated as of July 17, 1998 by and between Sprint
Spectrum, LP and Alamosa PCS, LLP superceded by Exhibit
10.25.
10.9* -- Consent and Agreement dated as of June 10, 1999 by and
between Nortel Networks, Inc., Sprint Spectrum, LP,
Sprint Communications Company, LP, WirelessCo, LP, and
SprintCom, Inc.
</TABLE>
<PAGE> 10
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
<C> <S>
10.10* -- Sprint PCS Management Agreement (Wisconsin), as amended,
dated as of December 6, 1999 by and between Sprint
Spectrum, LP, WirelessCo, LP and Alamosa Wisconsin
Limited Partnership.
10.11* -- Sprint PCS Services Agreement (Wisconsin) dated as of
December 6, 1999 by and between Sprint Spectrum, LP and
Alamosa Wisconsin Limited Partnership.
10.12* -- Sprint Trademark and Service Mark License Agreement
(Wisconsin) dated as of December 6, 1999 by and between
Sprint Communications Company, LP and Alamosa Wisconsin
Limited Partnership.
10.13* -- Sprint Spectrum Trademark and Service Mark License
Agreement (Wisconsin) dated as of December 6, 1999 by and
between Sprint Spectrum, LP and Alamosa Wisconsin Limited
Partnership.
10.14* -- Engineering Service Contract, System Design and
Construction Inspection, dated as of July 27, 1998, as
amended, by and between Alamosa PCS, LLC and Hicks &
Ragland Engineering Co., Inc.
10.15* -- Master Site Development and Lease Agreement, as amended,
dated as of August 1998 by and between Alamosa PCS, LLC
and Specialty Capital Services, Inc.
10.16* -- Form of Credit Agreement by and between Alamosa PCS,
Inc., as borrower, Alamosa PCS Holdings, Inc., Texas
Telecommunications, LP and Alamosa Wisconsin Limited
Partnership, as guarantors and Nortel Networks Inc., as
administrative agent, for a $250,000,000 credit facility,
to be executed prior to the closing of this offering.
10.17* -- Alamosa PCS Holdings, Inc. 1999 Long Term Incentive Plan.
10.18* -- Employment Agreement effective as of October 1, 1998 by
and between Alamosa PCS, LLC and Jerry Brantley,
superceded by Exhibit 10.29.
10.19* -- Employment Agreement effective as of October 29, 1998 by
and between Alamosa PCS, LLC and Don Stull.
10.20* -- Employment Agreement effective as of October 1, 1999 by
and between Alamosa PCS LLC and David Sharbutt.
10.21* -- Employment Agreement effective as of December 1, 1999 by
and between Alamosa PCS, LLC and Kendall W. Cowan.
10.22* -- Sprint PCS Management Agreement, as amended, dated as of
December 23, 1999 by and between Sprint Spectrum, LP,
WirelessCo, LP, Cox Communications PCS, L.P., Cox CPS
License, LLC, SprintCom, Inc. and Alamosa PCS, LLC.
10.23* -- Sprint PCS Services Agreement dated as of December 23,
1999 by and between Sprint Spectrum, LP and Alamosa PCS,
LLC.
10.24* -- Sprint Trademark and Service Mark License Agreement dated
as of December 23, 1999 by and between Sprint
Communications Company, LP and Alamosa PCS, LLC.
10.25* -- Sprint Spectrum Trademark and Service Mark Agreement
dated as of December 23, 1999 by and between Sprint
Spectrum, LP and Alamosa PCS, LLC.
10.26* -- Form of Amendment No. 4 to DMS-MTX Cellular Supply
Agreement by and between Alamosa PCS, LLC and Nortel
Networks Inc. as an amendment to Exhibits 10.1, 10.2,
10.3 and 10.4 described above, to be executed prior to
the closing of this offering.
10.27* -- Form of Registration Rights Agreement by and between
Nortel Networks Inc. and Alamosa PCS Holdings, Inc., to
be executed prior to the closing of this offering.
</TABLE>
<PAGE> 11
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
<C> <S>
10.28* -- Form of Warrant Agreement by and between Nortel Networks
Inc. and Alamosa PCS Holdings, Inc., to be executed prior
to the closing of this offering.
10.29* -- Amended and Restated Employment Agreement effective as of
October 1, 1999 by and between Alamosa PCS, LLC and Jerry
Brantley.
21.1* -- Subsidiaries of Alamosa.
23.1* -- Consent of PricewaterhouseCoopers LLP.
23.2 -- Consent of Haynes and Boone, LLP (contained in legal
opinion filed as Exhibit 5.1).
24.1* -- Powers of Attorney (included on the signature page to the
initial filing).
27.1* -- Financial Data Schedule.
</TABLE>
- ---------------
* Previously filed.
<PAGE> 1
EXHIBIT 5.1
[HAYNES AND BOONE, LLP LETTERHEAD]
February 2, 2000
Alamosa PCS Holdings, Inc.
4403 Brownfield Highway
Lubbock, Texas 79407
Re: Alamosa PCS Holdings, Inc. Registration Statement on Form S-1
Gentlemen:
We have acted as counsel to Alamosa PCS Holdings, Inc., a Delaware corporation
(the "Company"), in connection with the preparation of the Company's
Registration Statement on Form S-1 (Registration No. 333-89995) and the
amendments thereto (the Registration Statement, as amended, is hereinafter
referred to as the "Registration Statement") filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"). The Registration Statement relates to the offer and sale by
the Company of up to 12,321,100 shares of its Common Stock, par value $0.01 per
share ("Common Stock"). The opinions expressed herein relate solely to, are
based solely upon and are limited exclusively to, the internal substantive laws
of the State of Texas, the General Corporation Laws of the State of Delaware and
applicable federal laws of the United States of America.
In connection therewith, we have examined and relied upon the original, or
copies certified to our satisfaction, of (i) the Amended and Restated
Certificate of Incorporation of the Company (the "Certificate of
Incorporation"), and the Amended and Restated Bylaws of the Company (the
"Bylaws"); (ii) the minutes and records of the corporate proceedings of the
Company with respect to the issuance by the Company of the shares of Common
Stock; (iii) the Registration Statement and all exhibits thereto; (iv) the form
of Underwriting Agreement (herein so called), to be entered into among the
Company and Salomon Smith Barney Inc., Credit Suisse First Boston Corporation
and Deutsche Bank Securities Inc., as Underwriters named in the Underwriting
Agreement; (v) such other documents and instruments as we have deemed necessary
for the expression of the opinions contained herein and (vi) the specimen Common
Stock certificate filed as Exhibit 4.1 to the Registration Statement.
In making the foregoing examinations, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals,
and the conformity to original documents of all documents submitted to us as
certified or photostatic copies thereof. As to various questions of fact
material to this opinion, where such facts have not been independently
established, and as to the content and form of certain minutes, records,
resolutions and other documents or writings of the Company, we have relied, to
the extent we have deemed reasonably appropriate, upon representations or
certificates of officers of
<PAGE> 2
Alamosa PCS Holdings, Inc.
February 2, 2000
Page 2
the Company or governmental officials. We have assumed that the Underwriting
Agreement will be executed in substantially the same form submitted to us.
Finally, we have assumed that the Company, acting through its transfer agent,
will issue share certificates evidencing the Common Stock in the proper form and
denominations as requested by the underwriters.
Based upon the foregoing, and having due regard for such legal considerations as
we deem relevant, we are of the opinion that the shares of Common Stock, upon
receipt by the Company of the full consideration for the shares of Common Stock
in accordance with the terms of the Underwriting Agreement, will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and Exchange
Commission as Exhibit 5.1 to the Registration Statement and any abbreviated
registration statements relating thereto that may be filed to register
additional securities identical to those covered by the Registration Statement
(including a registration statement filed pursuant to Rule 462(b) under the
Securities Act), and to the reference to our firm under the caption "Legal
Matters" in the prospectus constituting a part of such Registration Statement.
In giving such consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ HAYNES AND BOONE, LLP
Haynes and Boone, LLP
