<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 1, 2000
REGISTRATION NO. 333-32236
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
AMENDMENT NO. 5
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
UBIQUITEL INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 4812 23-3017909
(State or Other Jurisdiction of (Primary Standard (I.R.S. Employer
Incorporation or Organization) Industrial Identification No.)
Classification Code Number)
</TABLE>
1 BALA PLAZA, SUITE 402
BALA CYNWYD, PENNSYLVANIA 19004
(610) 660-9510
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
--------------------------
DONALD A. HARRIS
UBIQUITEL INC.
1 BALA PLAZA, SUITE 402
BALA CYNWYD, PENNSYLVANIA 19004
(610) 660-9510
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------------
COPIES OF COMMUNICATIONS TO:
<TABLE>
<S> <C> <C>
REBECCA R. ORAND, ESQ. LEE R. MARKS, ESQ. MICHAEL A. SASLAW, ESQ.
GREENBERG TRAURIG, P.A. ERIC W. COWAN, ESQ. WEIL, GOTSHAL & MANGES LLP
1221 BRICKELL AVENUE GREENBERG TRAURIG, LLP 100 CRESCENT COURT, SUITE
MIAMI, FLORIDA 33131 1750 TYSONS BOULEVARD 1300
TELEPHONE NO.: (305) TYSONS CORNER, VIRGINIA DALLAS, TEXAS 75201
579-0500 22102 TELEPHONE NO.: (214)
FACSIMILE NO.: (305) TELEPHONE NO.: (703) 746-7700
579-0717 749-1300 FACSIMILE NO.: (214)
FACSIMILE NO.: (703) 746-7777
749-1301
</TABLE>
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
--------------------------
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, 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, 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 this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
--------------------------
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.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
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......... $ 61,631
NASD filing fee............................................. 23,845
Nasdaq National Market listing fees......................... 95,000
Printing and engraving expenses............................. 300,000
Legal fees and expenses..................................... 500,000
Accounting fees and expenses................................ 300,000
Transfer agent and registrar fees........................... 100,000
Miscellaneous expenses...................................... 219,524
----------
Total....................................................... $1,600,000
==========
</TABLE>
ITEM 14. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Upon completion of this offering, the Restated Certificate of Incorporation
of UbiquiTel Inc. ("UbiquiTel") will provide that the liability of the directors
and officers of UbiquiTel to UbiquiTel or any of its stockholders for monetary
damages arising from a breach of their fiduciary duty as directors and officers
shall be limited to the fullest extent permitted by the General Corporation Law
of Delaware. This limitation does not apply with respect to any action in which
a director or officer would be liable under Section 174 of the General
Corporation Law of Delaware, nor does it apply with respect to any liability in
which a director or officer:
- breached his duty of loyalty to UbiquiTel 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.
UbiquiTel's bylaws provide that UbiquiTel may 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, whether civil, criminal, administrative
or investigative (other than an action by or in the right of UbiquiTel) by
reason of the fact that he is or was a director, officer, employee, or agent of
UbiquiTel, or is or was serving at the request of UbiquiTel as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against
II-1
<PAGE>
expenses (including attorney's fees), 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 UbiquiTel 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
UbiquiTel 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
respect of any claim, issue or matter as to which such person has been adjudged
to be liable to UbiquiTel unless the court, in its discretion, believes that in
light of all the circumstances indemnification should apply. To the extent that
any present or former director of UbiquiTel has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to above, or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
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
UbiquiTel signing the registration statement and certain controlling persons of
UbiquiTel against certain liabilities, including those arising under the
Securities Act.
UbiquiTel has purchased directors' and officers' liability insurance
covering its directors and officers in amounts customary for similarly situated
companies.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling UbiquiTel
pursuant to the foregoing provisions, UbiquiTel 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
The information set forth in this Item 15 does not give effect to a
two-for-one split of UbiquiTel's outstanding common stock to be effected as of
the date of the prospectus, which forms a part of this registration statement.
Since its inception on September 29, 1999, the Registrant has entered into
agreements to issue the following unregistered securities:
1. 3,417,000 shares of its Voting Common Stock for an aggregate purchase
price of $3,417. The purchasers of the shares and the amount purchased are
listed on the table below.
<TABLE>
<CAPTION>
NAME OF PURCHASER NUMBER OF SHARES
<S> <C>
The Walter Group, Inc.................................. 1,281,375
Donald A. Harris....................................... 994,500
James Parsons.......................................... 443,700
Paul F. Judge.......................................... 401,625
US Bancorp............................................. 295,800
</TABLE>
II-2
<PAGE>
2. 16,000,000 shares of its Non-Voting Common Stock subject to forfeiture
under certain events, for an aggregate purchase price of $16,000. The purchasers
of the shares and the amount purchased are listed on the table below.
<TABLE>
<CAPTION>
NAME OF PURCHASER NUMBER OF SHARES
<S> <C>
The Walter Group, Inc.................................. 6,000,160
Donald A. Harris....................................... 4,656,640
James Parsons.......................................... 2,077,600
Paul F. Judge.......................................... 1,880,480
US Bancorp............................................. 1,385,120
</TABLE>
3. 17,008,500 shares of its Series A Preferred Stock at an aggregate
purchase price of $17,008,500. The purchasers of the shares and the amount
purchased are listed in the table below.
<TABLE>
<CAPTION>
NAME OF PURCHASER NUMBER OF SHARES
<S> <C>
Brookwood UbiquiTel Investors, L.L.C................... 4,669,000
CBT Wireless Investments, L.L.C........................ 2,701,350
New Ventures, L.L.C.................................... 2,001,000
Stephen C. Marcus...................................... 1,800,900
SpectraSite Communications, Inc........................ 1,667,500
Lancaster Investment Partners.......................... 1,000,500
Donald A. Harris....................................... 1,000,500
Porter Partners, L.P................................... 900,450
Ballyshannon Partners, L.P............................. 500,250
Mark Buechly........................................... 300,150
Barry Porter........................................... 250,125
Richard C. Walling, Jr................................. 166,750
Robert A. Berlacher.................................... 50,025
</TABLE>
4. employee stock options to Donald A. Harris to purchase 1,275,000 shares
of Voting Common Stock at $1.00 per share.
5. warrants to Paribas North America, Inc. to purchase 574,402 shares of
its Non-Voting Common Stock in connection with a Credit Agreement for a
$25 million line of credit.
6. warrants to BET Associates, L.P. to purchase 2,489,075 shares of its
Voting Common Stock and issuance of 12% Senior Subordinated Notes due 2007 to
BET Associates, L.P. for an aggregate purchase price of $8,000,000, and
2,489,075 shares of its Voting Common Stock upon exercise of such warrants.
7. 2,148,848 shares of its Series B Preferred Stock to DLJ Merchant Banking
Partners II, L.P. for an aggregate purchase price of $25,000,000.
II-3
<PAGE>
8. 68,379 shares of the 16,000,000 shares of Non-Voting Common Stock
originally issued in November 1999 vested in April 2000. The holders of these
shares and the amount issued to these holders are listed in the table below.
<TABLE>
<CAPTION>
NAME OF PURCHASER NUMBER OF SHARES
<S> <C>
The Walter Group, Inc................................ 25,642
Donald A. Harris..................................... 19,901
James Parsons........................................ 8,879
Paul F. Judge........................................ 8,037
US Bancorp........................................... 5,920
</TABLE>
9. employee stock options to purchase, in the aggregate, 455,000 shares of
Voting Common Stock at $1.00 per share.
10. an employee stock option to purchase 30,000 shares of Voting Common
Stock at the initial public offering price per share.
11. 14% Senior Subordinated Discount Notes due 2010 and warrants to purchase
1,789,500 shares of Voting Common Stock at $22.74 per share in connection with
its units offering.
12. Warrants to purchase 143,091 shares of Voting Common Stock at our
proposed initial public offering price per share in connection with units
offering.
None of the foregoing transactions involved any public offering. All sales
were made in reliance on Section 4(2) of the Securities Act, Rule 701
promulgated under the Securities Act and/or Regulation D promulgated under the
Securities Act. These sales were made without general solicitation or
advertising. The recipients in each such transaction represented their intention
to acquire the securities for investment only and not with a view to sell or for
sale in connection with any distribution thereof. All recipients had adequate
access, through their relationship with us, to information about us.
II-4
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<C> <S>
**1.1 Form of Underwriting Agreement
**3.1 Amended and Restated Certificate of Incorporation of
UbiquiTel Inc.
**3.2 Amended and Restated Bylaws of UbiquiTel Inc.
5.1 Opinion of Greenberg Traurig, LLP, regarding legality of the
Common Stock being issued.
+10.1 Sprint PCS Management Agreement, as amended, dated as of
October 15, 1998 by and between Sprint Spectrum, LP,
WirelessCo, LP and UbiquiTel, LLC.
+**10.2 Sprint PCS Services Agreement dated as of October 15, 1998
by and between Sprint Spectrum, LP and UbiquiTel, LLC.
**10.3 Sprint Trademark and Service Mark License Agreement dated as
of October 15, 1998 by and between Sprint Communications
Company, LP and UbiquiTel, LLC.
**10.4 Sprint Spectrum Trademark and Service Mark License Agreement
dated as of October 15, 1998 by and between Sprint Spectrum,
LP and UbiquiTel, LLC.
+10.5 Asset Purchase Agreement dated as of December 28, 1999, as
amended, by and between Sprint Spectrum, LP, Sprint Spectrum
Equipment Company, LP, Sprint Spectrum Realty Company, LP,
Cox Communications PCS, LP, Cox PCS Leasing Co., LP, Cox PCS
Assets, LLC and UbiquiTel Holdings, Inc.
**10.6 Registration Rights Agreement made as of November 23, 1999
by and among UbiquiTel Holdings, Inc. and the shareholder
signatories thereto.
**10.7 Amended and Restated Registration Rights Agreement made as
of February 16, 2000 by and among UbiquiTel Holdings, Inc.
and the shareholder signatories thereto.
**10.8 Shareholders' Agreement dated as of February 16, 2000 by and
among UbiquiTel Holdings, Inc., DLJ Merchant Banking
Partners II, L.P. and the several shareholders named
therein.
**10.9 Stockholders' Voting Agreement dated November 23, 1999 by
and among UbiquiTel Holdings, Inc. and the shareholder
signatories thereto.
**10.10 Credit Agreement dated as of December 29, 1999 by and
between UbiquiTel Holdings, Inc., UbiquiTel LLC, the
financial institutions party thereto from time to time and
Paribas, as agent, for a $25,000,000 credit facility.
**10.11 Amended and Restated Consent and Agreement dated as of
April 5, 2000 by and between Sprint Spectrum, LP, Sprint
Communications Company, LP, WirelessCo, LP, Cox
Communications PCS, LP, Cox PCS License, LLC and Paribas.
**10.12 Warrant Agreement dated as of December 28, 1999 by and
between UbiquiTel Holdings, Inc. and Paribas North America,
Inc.
**10.13 Series A Preferred Stock Purchase Agreement dated as of
November 23, 1999 by and between UbiquiTel Holdings, Inc.,
The Walter Group, Donald A. Harris, Paul F. Judge, James
Parsons, U.S. Bancorp and the individuals listed on
Exhibit A thereto.
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<C> <S>
**10.14 Purchase Agreement dated as of December 28, 1999 among
UbiquiTel, L.L.C., UbiquiTel Holdings, Inc. and BET
Associates, L.P. relating to $8,000,000 principal amount of
UbiquiTel, L.L.C. 12% Senior Subordinated Notes due 2007 and
Warrants to Purchase 9.75% of the Shares of Common Stock of
UbiquiTel Holding Co.
**10.15 Preferred Stock Purchase Agreement dated February 16, 2000
between UbiquiTel Holdings, Inc. and DLJ Merchant Banking
Partners II, L.P.
**10.16 Form of 2000 Equity Incentive Plan.
**10.17 Employment Agreement dated as of November 29, 1999 by and
between UbiquiTel Holdings, Inc. and Donald A. Harris.
**10.18 Credit Agreement dated as of March 31, 2000 by and between
UbiquiTel Inc., UbiquiTel Operating Company, the financial
institutions party thereto from time to time and Paribas, as
agent, for a $250,000,000 credit facility.
**10.19 Purchase Agreement dated April 4, 2000 between UbiquiTel
Inc., UbiquiTel Operating Company and Donaldson Lufkin &
Jenrette Securities Corporation, Paribas Corporation and PNC
Capital Markets, Inc.
**10.20 Indenture dated as of April 11, 2000 between UbiquiTel
Operating Company, UbiquiTel Inc. and American Stock
Transfer & Trust Company.
**10.21 Warrant Agreement dated as of April 11, 2000 between
UbiquiTel Inc. and American Stock Transfer & Trust Company.
**10.22 Registration Rights Agreement made as of April 11, 2000 by
and among UbiquiTel Operating Company, UbiquiTel Inc. and
Donaldson Lufkin & Jenrette Securities Corporation, Paribas
Corporation and PNC Capital Markets, Inc.
**10.23 Warrant Registration Rights Agreement made as of April 11,
2000 by and among UbiquiTel Inc. and Donaldson Lufkin &
Jenrette Securities Corporation, Paribas Corporation and PNC
Capital Markets, Inc.
**10.24 Founders Stock Agreement dated as of November 1, 1999, by
and among UbiquiTel Holdings, Inc., and James Parsons,
Donald A. Harris, Paul F. Judge, The Walter Group, Inc. and
US Bancorp.
**10.25 Agreement between LCC International, Inc. and UbiquiTel
Holdings, Inc., as amended, dated as of September 24, 1999.
**10.26 Agreement between Lucent Technologies, Inc. and UbiquiTel
Holdings, Inc., dated as of December 21, 1999.
**10.27 Master Site Agreement between SpectraSite Communications,
Inc. and UbiquiTel Leasing Company, dated as of May 11,
2000.
**10.28 Note Guarantee of UbiquiTel Inc.
**10.29 Guarantee of UbiquiTel Inc.
10.30 Master Design and Build Agreement between SpectraSite
Communications, Inc. and UbiquiTel Leasing Company, dated as
of May 23, 2000.
**21.1 Subsidiaries of UbiquiTel Inc.
**23.1 Consent of Arthur Andersen LLP.
</TABLE>
II-6
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<C> <S>
**23.2 Consent of Ernst & Young LLP.
**23.3 Consent of Greenberg Traurig, LLP (contained in legal
opinion filed as Exhibit 5.1).
**24.1 Powers of Attorney.
**27.1 Financial Data Schedule.
</TABLE>
------------------------
* To be filed by Amendment.
** Previously filed.
+ Confidential treatment has been requested on portions of these documents.
(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 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.
The undersigned registrant hereby undertakes that:
(1) The undersigned registrant hereby undertakes to provide the underwriter
at the closing specified in the underwriting agreements, certificates in
such denominations and registered in such names as required by the
underwriter to permit prompt delivery to each purchaser.
(2) 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 UbiquiTel 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.
(3) 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 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 Securities 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.
II-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, UbiquiTel Inc.
has duly caused this Amendment No. 5 to the Registration Statement to be signed
on its behalf by the undersigned, hereunto duly authorized, in the City of Bala
Cynwyd, State of Pennsylvania, on the 1st day of June, 2000.
<TABLE>
<CAPTION>
<S> <C> <C>
UBIQUITEL INC.
By: /s/ Donald A. Harris
-----------------------------------------
Donald A. Harris
Chairman of the Board, President and
Chief Executive Officer
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 5 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Donald A. Harris Chairman of the Board, President June 1, 2000
-------------------------------------- and Chief Executive Officer
Donald A. Harris (Principal Executive Officer)
/s/ Paul F. Judge* Senior Vice President--Business June 1, 2000
-------------------------------------- Development and Finance
Paul F. Judge (Principal Financial Officer and
Accounting Officer)
/s/ Peter Lucas* Director June 1, 2000
--------------------------------------
Peter Lucas
/s/ Robert A. Berlacher* Director June 1, 2000
--------------------------------------
Robert A. Berlacher
/s/ Eve M. Trkla* Director June 1, 2000
--------------------------------------
Eve M. Trkla
/s/ Joseph N. Walter* Director June 1, 2000
--------------------------------------
Joseph N. Walter
</TABLE>
<TABLE>
<S> <C> <C> <C>
*By: /s/ Donald A. Harris
---------------------------------
Donald A. Harris
ATTORNEY-IN-FACT
</TABLE>
II-8
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<C> <S>
5.1 Opinion of Greenberg Traurig, LLP, regarding legality of the
Common Stock being issued.
+10.1 Sprint PCS Management Agreement, as amended, dated as of
October 15, 1998 by and between Sprint Spectrum, LP,
WirelessCo, LP and UbiquiTel LLC.
+10.5 Asset Purchase Agreement dated as of December 28, 1999, as
amended, by and between Sprint Spectrum, LP, Sprint Spectrum
Equipment Company, LP, Sprint Spectrum Realty Company, LP,
Cox Communications PCS, LP, Cox PCS Leasing Co., LP, Cox PCS
Assets, LLC and UbiquiTel Holdings, Inc.
10.30 Master Design and Build Agreement between SpectraSite
Communications, Inc. and UbiquiTel Leasing Company, dated as
of May 23, 2000.
</TABLE>
------------------------
+ Confidential treatment has been requested on portions of this document.
