HORIZON PCS INC, S-1/A, 2000-08-23

HORIZON PCS INC
S-1/A, 2000-08-23
RADIOTELEPHONE COMMUNICATIONS

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As filed with the Securities and Exchange Commission on August 23, 2000

Registration No. 333-37516

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 3 TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

HORIZON PCS, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 4812 31-1707839
(State of Incorporation) (Primary Standard Industrial (I.R.S. Employer Identification No.)
Classification Code Number)
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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. [ ]

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.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits:

EXHIBIT DESCRIPTION
NUMBER

1.1* Form of Underwriting Agreement.
2.1**(1) Asset Purchase Agreement, dated May 19, 2000, by and between Sprint
PCS, Inc. and Horizon Personal Communications, Inc.
2.2**(1) 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 Opinion of Arnall Golden & Gregory, LLP regarding legality of the
common stock being issued.
10.1* Form of Employment Agreement, dated July __, 2000, by and between
Registrant and William A. McKell
10.2* Form of Employment Agreement, dated July __, 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.
10.3.1 Letter Agreement, dated July 3, 2000, between Sprint Spectrum, L.P.,
SprintCom, Inc. and Horizon Personal Communications, Inc.
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 27, 2000 by and between
Horizon Personal Communications, Inc. and Rural Telephone Finance
Cooperative.

2
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10.16** Horizon Telcom Guaranty dated June 27, 2000.
10.17 Commitment letter from First Union National Bank with regard to $235
million loan to the Registrant.
10.18 Registration Rights Agreement, dated June 27, 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+ PCS CDMA Product Supply Contract by and between Motorola, Inc. and
Horizon Personal Communications, Inc.
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 February 15, 2000.
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 1, 2000 between Horizon Personal
Communications, Inc. and United Communications, Inc.
10.34** Form of Indemnification Agreement.
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 (for SEC use only)

--------------------
* to be filed by amendment.
** previously filed.
(1) 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.

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(b) Financial Statement Schedules:

The following is the schedule filed as a part of the registration statement -
Schedule II - Valuation and Qualifying Accounts.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 3 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 16th day of August, 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. 3 to Registration Statement has been signed by the following person in the
capacities and on the dates indicated.

NAME TITLE DATE

/s/ William A. McKell Chairman of the Board, President August 16, 2000
----------------------------- and Chief Executive Officer
William A. McKell (Principal Executive Officer)

/s/ Peter M. Holland Chief Financial Officer; Director August 16, 2000
----------------------------- (Principal Financial And Accounting
Peter M. Holland Officer)

/s/ Thomas McKell* Director August 16, 2000
-----------------------------
Thomas McKell

/s/ Phoebe H. McKell* Director August 16, 2000
-----------------------------
Phoebe H. McKell

/s/ Lonnie D. Pedersen Director August 16, 2000
-----------------------------
Lonnie D. Pedersen

*By: /s/ Peter M. Holland
-----------------------------
Peter M. Holland
Attorney-in-Fact
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4
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INDEX TO EXHIBITS

EXHIBIT DESCRIPTION
NUMBER

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