As filed with the Securities and Exchange Commission on June 30, 2000
Registration No. 333-37516
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
Amendment No. 1 to
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-------------------------
HORIZON PCS, INC.
(Exact name of registrant as specified in its charter)
Delaware 4812 31-1707839
(State of Incorporation) (Primary Standard Industrial (I.R.S. Employer
Classification Code Number) Identification No.)
-------------------------
68 East Main Street
Chillicothe, Ohio 45601-0480
(740) 772-8200
(Address, including zip code and telephone number,
including area code, of registrant's
principal executive offices)
-------------------------
Mr. William A. McKell
President and Chief Executive Officer
Horizon PCS, Inc.
68 East Main Street
Chillicothe, Ohio 45601-0480
(740) 772-8200
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-------------------------
Copies To:
T. Clark Fitzgerald III, Esq. Gary P. Cullen, Esq.
Donald I. Hackney, Jr., Esq. Skadden, Arps, Slate, Meagher & Flom (Illinois)
Arnall Golden & Gregory, LLP 333 West Wacker Drive
2800 One Atlantic Center Suite 2100
1201 West Peachtree Street Chicago, Illinois 60606
Atlanta, Georgia 30309-3450 (312) 407-0700
(404) 873-8500
-------------------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of the Registration Statement.
If any of the securities being registered on this form are being 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. [ ]
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) under the Securities Act.
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 this Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits:
Exhibit
Number Description
------ -----------
1.1* Form of Underwriting Agreement.
2.1*** Asset Purchase Agreement, dated May 19, 2000, by and between
Sprint PCS, Inc. and Horizon Personal Communications, Inc.
2.2*** Contribution and Exchange Agreement, as amended, dated May
4, 2000, by and among Horizon Personal Communications, Inc.,
Horizon Telcom, Inc., the Registrant and those persons
listed on the attachment to the Contribution and Exchange
Agreement.
3.1** Form of Certificate of Incorporation of Horizon PCS.
3.2** Bylaws of Horizon PCS.
4.1* Specimen Common Stock Certificate.
5.1* Form of opinion of Arnall Golden & Gregory, LLP regarding
legality of the common stock being issued.
10.1* Form of Employment Agreement, dated May __, 2000, by and
between Registrant and William A. McKell
10.2* Form of Employment Agreement, dated May __, 2000, by and
between Registrant and Peter M. Holland
10.3+ Sprint PCS Management Agreement between Sprint Spectrum,
L.P., SprintCom, Inc. and Horizon Personal Communications,
Inc., dated June 8, 1998.
10.4+ Sprint PCS Services Agreement between Sprint Spectrum L.P.
and Horizon Personal Communications, Inc., dated June 8,
1998.
10.5 Sprint Trademark and Service Mark License Agreement between
Sprint Communications Company, L.P. and Horizon Personal
Communications, Inc., dated June 8, 1998.
10.6 Sprint Spectrum Trademark and Service Mark License Agreement
between Sprint Spectrum L.P. and Horizon Personal
Communications, Inc., dated June 8, 1998.
10.7+ Sprint PCS Management Agreement between Wirelessco, L.P.,
SprintCom, Inc., Sprint Spectrum, L.P. and Bright Personal
Communications Services, LLC, dated October 13, 1999.
10.8+ Sprint PCS Services Agreement between Sprint Spectrum, L.P.
and Bright Personal Communications Services, LLC, dated
October 13, 1999.
10.9 Sprint Trademark and Service Mark License Agreement between
Sprint Communications Company, L.P. and Bright Personal
Communications Services, LLC, dated October 13, 1999.
10.10 Sprint Spectrum Trademark and Service Mark License Agreement
between Sprint Spectrum, L.P. and Bright Personal
Communications Services, LLC, dated October 13, 1999.
10.11* Loan Agreement by and between Horizon Personal
Communications, Inc. and Rural Telephone Finance
Cooperative, dated August 29, 1997.
10.12* Horizon Telcom Guaranty, dated August 29, 1997.
10.13* Loan Agreement, by and between Bright Personal
Communications Services, LLC and Rural Telephone Finance
Corporation, dated April 28, 2000.
10.14 Loan Agreement dated May 31, 2000 by and between Horizon
Personal Communications, Inc. and Rural Telephone Finance
Cooperative.
10.15 Amendment to Loan Agreement dated as of June __, 2000 by and
between Horizon Personal Communications, Inc. and Rural
Telephone Finance Cooperative.
10.16 Horizon Telcom Guaranty dated June __, 2000.
10.17* Commitment letter from RTFC with regard to $235 million loan
to the Registrant
10.18* Registration Rights Agreement, dated June __, 2000, by and
among the Registrant and those persons listed on the
attachment to the Contribution and Exchange Agreement.
<PAGE>
10.19+ Network Services Agreement by and between West Virginia PCS
Alliance, L.C., Virginia PCS Alliance, L.C. and Horizon
Personal Communications, Inc., dated August 12, 1999.
10.20 Assignment and Agreement by and between SprintCom, Inc.,
Horizon Personal Communications, Inc., West Virginia PCS
Alliance, L.C. and Virginia PCS Alliance, L.C., dated August
12, 1999.
10.21* Purchase and Sale Agreement by and between Motorola, Inc.
and Horizon Personal Communications, Inc., dated May 2,
1997.
10.22* Bridge Note Purchase Agreement by and between Horizon
Personal Communications, Inc. and First Union Investors,
Inc., dated February 15, 2000
10.23* 13% Senior Subordinated Promissory Note from Horizon
Personal Communications, Inc. to First Union Investors,
Inc., dated February 15, 2000.
10.24* Conversion Agreement, by and between Horizon Personal
Communications and First Union Investors, Inc., dated _____,
10.25* Form of Horizon PCS, Inc. 2000 Stock Option Plan.
10.26+ Site Development Agreement by and between Horizon Personal
Communications, Inc. and SBA Towers, Inc., dated August 17,
1999.
10.27+ Master Site Agreement by and between SBA Towers, Inc. and
Horizon Personal Communications, Inc., dated July __, 1999.
10.28+ Master Design Build Agreement by and between Horizon
Personal Communications, Inc. and SBA Towers, Inc., dated
August 17, 1999.
10.29+ Master Site Agreement by and between SBA Towers, Inc. and
Bright Personal Communications Services, LLC, dated October
1, 1999.
10.30 Master Design Build Agreement by and between Bright Personal
Communications Services, LLC and SBA Towers, Inc., dated
October 1, 1999.
10.31 Services Agreement, dated May 1, 2000, between Horizon
Personal Communication, Inc. and Horizon Services, Inc.
10.32 Lease Agreement, dated May 1, 2000 between Chillicothe
Telephone Company and Horizon Personal Communications, Inc.
10.33 Services Agreement, dated May ____, 2000 between Horizon
Personal Communications, Inc. and United Communications,
Inc.
10.34 Form of Indemnification Agreement dated ______________,
2000.
10.35* Amended and Restated Tax Allocation Agreement dated May 1,
2000 by and among Horizon Telcom, Inc., Chillicothe
Telephone Company, Horizon Personal Communications, Inc.,
United Communications, Inc., Horizon Services, Inc., and
Horizon PCS, Inc.
10.36 Form of Lock-up Agreement.
21.1** Subsidiaries of Horizon
23.1 Consent of Arthur Andersen, LLP
23.2 * Consent of Arnall Golden & Gregory, LLP (contained in
legal opinion filed as Exhibit 5.1)
24.1 Powers of Attorney (set forth on the signature page hereto)
27.1 * Financial Data Schedule
--------------------
* to be filed by amendment.
** previously filed.
*** In accordance with Item 601(b)(2) of Regulation S-K, the schedules have
been omitted and a list briefly describing the schedules is at the end of
the Exhibit. The Registrant will furnish supplementally a copy of any
omitted schedule to the Commission upon request.
+ The Registrant has requested confidential treatment for certain portions of
this exhibit pursuant to Rule 406 of the Securities Act of 1933, as
amended.
(b) Financial Statement Schedules:
The following is the schedule filed as a part of the registration statement -
Schedule II - Valuation and Qualifying Accounts.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 1 to Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Chillicothe, State of Ohio, on the 30 th day of June, 2000.
HORIZON PCS, INC.
By: /s/ William A. McKell
--------------------------------------
William A. McKell
Chairman of the Board, President, and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement has been signed by the following person in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
Name Title Date
---- ----- ----
/s/ William A. McKell Chairman of the Board, President and June 30, 2000
----------------------------------
William A. McKell Chief Executive Officer (Principal
Executive Officer)
/s/ Peter M. Holland Chief Financial Officer; Director June 30, 2000
----------------------------------
Peter M. Holland (Principal Financial and Accounting
Officer)
/s/ Thomas McKell* Director June 30, 2000
Thomas McKell
/s/ Phoebe H. McKell* Director June 30, 2000
----------------------------------
Phoebe H. McKell
/s/ Lonnie D. Pedersen Director June 30, 2000
----------------------------------
Lonnie D. Pedersen
*By: /s/ Peter M. Holland
----------------------------------
Peter M. Holland
Attorney-in-Fact
</TABLE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that Lonnie D. Pedersen constitutes and
appoints William A. McKell and Peter M. Holland and each of them, as his true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, any related registration statement filed
pursuant to Rule 462 promulgated pursuant to the Securities Act, and to file the
same with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed below by the following person in the capacity
and on the date indicated.
Name Title Date
---- ----- ----
/s/ Lonnie D. Pedersen Director June 30, 2000
------------------------------------
Lonnie D. Pedersen
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
------ -----------
1.1* Form of Underwriting Agreement.
2.1 Asset Purchase Agreement, dated May 19, 2000, by and between
Sprint PCS, Inc. and Horizon Personal Communications, Inc.
2.2 Contribution and Exchange Agreement, as amended, dated May
4, 2000, by and among Horizon Personal Communications, Inc.,
Horizon Telcom, Inc., the Registrant and those persons
listed on the attachment to the Contribution and Exchange
Agreement.
3.1** Form of Certificate of Incorporation of Horizon PCS.
3.2** Bylaws of Horizon PCS.
4.1* Specimen Common Stock Certificate.
5.1* Form of opinion of Arnall Golden & Gregory, LLP regarding
legality of the common stock being issued.
10.1* Form of Employment Agreement, dated May __, 2000, by and
between Registrant and William A. McKell
10.2* Form of Employment Agreement, dated May __, 2000, by and
between Registrant and Peter M. Holland
10.3+ Sprint PCS Management Agreement between Sprint Spectrum,
L.P., SprintCom, Inc. and Horizon Personal Communications,
Inc., dated June 8, 1998.
10.4+ Sprint PCS Services Agreement between Sprint Spectrum L.P.
and Horizon Personal Communications, Inc., dated June 8,
1998.
10.5 Sprint Trademark and Service Mark License Agreement between
Sprint Communications Company, L.P. and Horizon Personal
Communications, Inc., dated June 8, 1998.
10.6 Sprint Spectrum Trademark and Service Mark License Agreement
between Sprint Spectrum L.P. and Horizon Personal
Communications, Inc., dated June 8, 1998.
10.7+ Sprint PCS Management Agreement between Wirelessco, L.P.,
SprintCom, Inc., Sprint Spectrum, L.P. and Bright Personal
Communications Services, LLC, dated October 13, 1999.
10.8+ Sprint PCS Services Agreement between Sprint Spectrum, L.P.
and Bright Personal Communications Services, LLC, dated
October 13, 1999.
10.9 Sprint Trademark and Service Mark License Agreement between
Sprint Communications Company, L.P. and Bright Personal
Communications Services, LLC, dated October 13, 1999.
10.10 Sprint Spectrum Trademark and Service Mark License Agreement
between Sprint Spectrum, L.P. and Bright Personal
Communications Services, LLC, dated October 13, 1999.
10.11* Loan Agreement by and between Horizon Personal
Communications, Inc. and Rural Telephone Finance
Cooperative, dated August 29, 1997.
10.12* Horizon Telcom Guaranty, dated August 29, 1997.
10.13* Loan Agreement, by and between Bright Personal
Communications Services, LLC and Rural Telephone Finance
Corporation, dated April 28, 2000.
10.14 Loan Agreement dated May 31, 2000 by and between Horizon
Personal Communications, Inc. and Rural Telephone Finance
Cooperative.
10.15 Amendment to Loan Agreement dated as of June __, 2000 by and
between Horizon Personal Communications, Inc. and Rural
Telephone Finance Cooperative.
10.16 Horizon Telcom Guaranty dated June __, 2000.
10.17* Commitment letter from RTFC with regard to $235 million loan
to the Registrant
10.18* Registration Rights Agreement, dated June __, 2000, by and
among the Registrant and those persons listed on the
attachment to the Contribution and Exchange Agreement.
10.19+ Network Services Agreement by and between West Virginia PCS
Alliance, L.C., Virginia PCS Alliance, L.C. and Horizon
Personal Communications, Inc., dated August 12, 1999.
10.20 Assignment and Agreement by and between SprintCom, Inc.,
Horizon Personal Communications, Inc., West Virginia PCS
Alliance, L.C. and Virginia PCS Alliance, L.C., dated August
12, 1999.
10.21* Purchase and Sale Agreement by and between Motorola, Inc.
and Horizon Personal Communications, Inc., dated May 2,
1997.
10.22* Bridge Note Purchase Agreement by and between Horizon
Personal Communications, Inc. and First Union Investors,
Inc., dated February 15, 2000
<PAGE>
10.23* 13% Senior Subordinated Promissory Note from Horizon
Personal Communications, Inc. to First Union Investors,
Inc., dated February 15, 2000.
10.24* Conversion Agreement, by and between Horizon Personal
Communications and First Union Investors, Inc., dated _____,
10.25* Form of Horizon PCS, Inc. 2000 Stock Option Plan.
10.26+ Site Development Agreement by and between Horizon Personal
Communications, Inc. and SBA Towers, Inc., dated August 17,
1999.
10.27+ Master Site Agreement by and between SBA Towers, Inc. and
Horizon Personal Communications, Inc., dated July __, 1999.
10.28+ Master Design Build Agreement by and between Horizon
Personal Communications, Inc. and SBA Towers, Inc., dated
August 17, 1999.
10.29+ Master Site Agreement by and between SBA Towers, Inc. and
Bright Personal Communications Services, LLC, dated October
1, 1999.
10.30+ Master Design Build Agreement by and between Bright Personal
Communications Services, LLC and SBA Towers, Inc., dated
October 1, 1999.
10.31 Services Agreement, dated May 1, 2000, between Horizon
Personal Communication, Inc. and Horizon Services, Inc.
10.32 Lease Agreement, dated May 1, 2000 between Chillicothe
Telephone Company and Horizon Personal Communications, Inc.
10.33 Services Agreement, dated May ____, 2000 between Horizon
Personal Communications, Inc. and United Communications,
Inc.
10.34 Form of Indemnification Agreement dated ______________,
2000.
10.35* Amended and Restated Tax Allocation Agreement dated May 1,
2000 by and among Horizon Telcom, Inc., Chillicothe
Telephone Company, Horizon Personal Communications, Inc.,
United Communications, Inc., Horizon Services, Inc., and
Horizon PCS, Inc.
10.36 Form of Lock-up Agreement.
21.1** Subsidiaries of Horizon
23.1 Consent of Arthur Andersen, LLP
23.2* Consent of Arnall Golden & Gregory, LLP (contained in legal
opinion filed as Exhibit 5.1)
24.1 Powers of Attorney (set forth on the signature page hereto)
27.1 * Financial Data Schedule
---------------
* to be filed by amendment.
** previously filed.
*** In accordance with Item 601(b)(2) of Regulation S-K, the schedules
have been omitted and a list briefly describing the schedules is at
the end of the Exhibit. The Registrant will furnish supplementally a
copy of any omitted schedule to the Commission upon request.
+ The Registrant has requested confidential treatment for certain
portions of this exhibit pursuant to Rule 406 of the Securities Act of
1933, as amended.
