As filed with the Securities and Exchange Commission on November 13, 2000
REGISTRATION NO. 333- _______________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
---------------------------------
TELECORP-TRITEL HOLDING COMPANY
(Exact name of Registrant as specified in its charter)
DELAWARE 54-1988007
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1010 N. GLEBE ROAD, SUITE 800
ARLINGTON, VIRGINIA 22201
(703) 236-1100
(Address of Principal Executive Offices)
TELECORP PCS, INC. 2000 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK PLAN
TELECORP PCS, INC. 1999 STOCK OPTION PLAN, AS AMENDED
TELECORP PCS, INC. 1998 RESTRICTED STOCK PLAN, AS AMENDED
AMENDED AND RESTATED TRITEL, INC. 1999 STOCK OPTION PLAN
AMENDED AND RESTATED TRITEL, INC. STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full titles of the plans)
THOMAS H. SULLIVAN
EXECUTIVE VICE PRESIDENT - CHIEF FINANCIAL OFFICER
TELECORP PCS, INC.
1010 N. GLEBE ROAD, SUITE 800
ARLINGTON, VIRGINIA 22201
(703) 236-1100
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
---------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================== ================== ========================== ====================== ======================
Proposed Proposed
Title of Amount to be Maximum Maximum
Securities to be registered registered (1) Offering price Aggregate Amount of
per ordinary share (2) Offering price (2) registration fee
------------------------------ ------------------ -------------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
Class A Voting Common Stock,
$0.01 par value per share 22,703,376 (2) $390,089,690.60 $136,250.31
============================== ================== ========================== ====================== ======================
</TABLE>
(1) The number of shares of Class A Voting Common Stock, par value $.01 per
share ("Class A Voting Common Stock"), stated above consists of the
aggregate number of shares which may be sold upon the grant of shares or
exercise of options which have been granted and/or may hereafter be granted
under the TeleCorp PCS, Inc.1999 Stock Option Plan, as amended (the
"TeleCorp 1999 Option Plan"), TeleCorp PCS, Inc. 1998 Restricted Stock
Plan, as amended (the "TeleCorp Restricted Stock Plan", and together with
the TeleCorp 1999 Option Plan, the "TeleCorp Plans"), Amended and Restated
Tritel, Inc. 1999 Stock Option Plan (the "Tritel Employee Plan") and
Amended and Restated Tritel, Inc. 1999 Non-employee Director Stock Option
Plan (the "Tritel Director Plan" and together with the Tritel Employee
Plan, the "Tritel Plans") and TeleCorp PCS, Inc. 2000 Employee, Director
and Consultant Stock Option Plan (the "TeleCorp 2000 Option Plan" and,
together with the TeleCorp Plans and the Tritel Plans, the "Option Plans")
as follows: 2,813,457 shares under the TeleCorp 1999 Option Plan, 400,266
shares under the TeleCorp Restricted Plan, 4,413,653 shares under the
Tritel Employee Plan, 76,000 shares under the Tritel Director Plan and
15,000,000 shares under the TeleCorp 2000 Option Plan. The maximum number
of shares which may be sold upon exercise of options granted under the
Option Plans are subject to adjustment in accordance with certain
anti-dilution and other provisions of such Option Plans. Accordingly,
pursuant to Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement covers, in addition to the
number of shares stated above, an indeterminate number of shares which may
be subject to grant or otherwise issuable after the operation of any such
anti-dilution and other provisions.
(2) Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(c) and (h). The registration fee was calculated as
follows:
(a) For Class A Voting Common Stock to be purchased upon the exercise of
outstanding options granted under each of the Option Plans, the fee is
calculated based on the average price at which the options may be exercised
as follows:
(i) in the case of the 2,513,457 shares of Class A Voting Common Stock
which may be purchased upon exercise of outstanding options granted
under the TeleCorp 1999 Option Plan, a proposed maximum offering
price per share of $24.30;
(ii) in the case of 3,732,648 shares of Class A Voting Common Stock which
may be purchased upon exercised of outstanding options granted under
the Tritel Employee Plan, a proposed maximum offering price per share
of $26.64;
(iii) in the case of 34,200 shares of Class A Voting Common Stock which may
be purchased upon the exercise of outstanding options granted under
the Tritel Director Plan, a proposed maximum offering price per share
of $18.00.
(b) For shares of Class A Voting Common Stock for which options or
restricted stock have not been granted, the price of which is therefore
unknown, the fee is calculated on the basis of the average high and low
sales price per share of TeleCorp PCS, Inc. ("TeleCorp") Class A Voting
Common Stock (or, with respect to Tritel Plans, Tritel, Inc. Class A Voting
Common Stock) on the Nasdaq Stock Market as of November 7, 2000, a date
within five business days prior to the filing of this Registration
Statement, as follows:
(i) in the case of 15,000,000 shares of Class A Voting Common Stock for
which options have not been granted under the TeleCorp 2000 Option
Plan, 300,000 shares of Class A Voting Common Stock for which options
have not been granted under the TeleCorp 1999 Option Plan, and
400,266 shares of Class A Voting Common Stock of restricted stock
which have not been granted under the TeleCorp Restricted Stock Plan,
a proposed maximum offering price per share of $21.844;
(ii) in the case of 681,005 shares of Class A Voting Common Stock for
which options have not been granted under the Tritel Employee Plan
and 41,800 shares of Class A Common Stock for which options have not
been granted under the Tritel Directors Plan, a proposed maximum
offering price per share of $16.625.
<PAGE>
EXPLANATORY NOTE
----------------
In accordance with the instructional Note to Part I of Form S-8 as
promulgated by the Securities and Exchange Commission, the information specified
by Part I of Form S-8 has been omitted from this Registration Statement on Form
S-8 for offers of Class A Voting Common Stock pursuant to the Stock Plans
(defined below).
TeleCorp-Tritel Holding Company (the "Registrant") hereby files this
Registration Statement on Form S-8 relating to its Class A Voting Common
Stock, $.01 par value per share, issuable upon the grant of shares of Class A
Voting Common Stock or exercise of options granted or to be granted under the
TeleCorp PCS, Inc. 2000 Employee, Director and Consultant Stock Plan,
TeleCorp PCS, Inc.1999 Stock Option Plan, as amended, TeleCorp PCS, Inc. 1998
Restricted Stock Plan, as amended, Amended and Restated Tritel, Inc. 1999
Stock Option Plan and Amended and Restated Tritel, Inc. 1999 Non-employee
Director Stock Option Plan (collectively, the "Stock Plans").
Pursuant to the Agreement and Plan of Reorganization and Contribution,
dated as of February 28, 2000, as amended, among the Registrant, TeleCorp PCS,
Inc. ("TeleCorp"), Tritel, Inc.("Tritel"), AT&T Wireless Services, Inc., TTHC
First Merger Sub, Inc., a wholly owned subsidiary of the Registrant and TTHC
Second Merger Sub, Inc., a wholly owned subsidiary of the Registrant, TTHC First
Merger Sub will be merged into TeleCorp and TTHC Second Merger Sub will be
merged into Tritel. TeleCorp and Tritel will be the surviving entities. As a
result, each of TeleCorp and Tritel will become a wholly owned subsidiary of the
Registrant. In addition, upon consummation of the merger, (i) each option to
purchase TeleCorp Class A Voting Common Stock outstanding immediately prior to
the effective time of the merger will become an option to acquire a number of
shares of the Registrant's Class A Voting Common Stock equal to the product of 1
multiplied by the number of shares of TeleCorp Class A Voting Common Stock that
would have been obtained before the merger upon exercise of such option and (ii)
each option to purchase Tritel Class A Voting Common Stock outstanding
immediately prior to the effective time of the merger will become an option to
acquire a number of shares of the Registrant's Class A Voting Common Stock equal
to the product of .76 multiplied by the number of shares of Tritel Class A
Voting Common Stock that would have been obtained before the merger upon
exercise of such option. Upon exercise of the options, holders will be entitled
to receive Class A Voting Common Stock of the Registrant.
<PAGE>
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 3. Incorporation of documents by reference.
------------------------------------------------
The following documents, which have heretofore been filed by the Registrant
with the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended, are incorporated by reference
herein and shall be deemed to be a part hereof:
(i) The Joint Proxy Statement/Prospectus (the "Joint Proxy
Statement/Prospectus"), as filed with the Commission as part of the
Registration Statement on Form S-4 initially filed with the SEC on May 12,
2000 (SEC File No. 333-36954), as amended.
(ii) The Registrant's quarterly report on Form 10-Q for the quarter ended
June 30, 2000 (SEC File No. 000-27901) filed with the SEC on August 11,
2000.
(iii) Description of Class A Voting Common Stock of the Registrant included
in the Registration Statement on Form S-4 (SEC File No. 333-36954),
including any amendment or report filed for the purpose of updating such
description.
(iv) All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold shall be
deemed to be incorporated herein by reference and shall be deemed a part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
-----------------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
------------------------------------------------
The validity of the issuance of the Class A Voting Common Stock registered
under this Registration Statement has been passed upon for the Registrant by
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. of Boston, Massachusetts.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. and attorneys of that firm
working on this matter own an aggregate of approximately 2,500 shares of Class A
Voting Common Stock of the Registrant.
Item 6. Indemnification of Directors and Officers.
---------------------------------------------------
As permitted by Section 102(b)(7) of the Delaware General Corporation Law
(the "DGCL"), the Registrant's amended and restated certificate of incorporation
includes a provision that eliminates the personal liability of its directors and
executive officers for monetary damages for breach of fiduciary duty as a
director or executive officer, except: (1) for any breach of the director's or
executive officer's duty of loyalty to the Registrant or its stockholders; (2)
for acts or omissions not in good faith or that involve intentional misconduct
or a knowing violation of law; (3) for unlawful dividends and stock purchases
under the DGCL; or (4) for any transaction from which the director derived an
improper personal benefit.
In addition, Section 145 of the DGCL provides that a corporation may
indemnify a director, officer, employee or agent against expenses (including
attorneys' fees), judgements, fines and for amounts paid in settlement in
respect of or in successful defense of any action, suit or proceeding if he
acted in good faith and in a manner he reasonable believed to be in or not
opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful.
The Registrant's bylaws provide that: (1) it must indemnify its directors
and officers to the fullest extent permitted by Delaware law, subject to very
limited exceptions; (2) it may indemnify its other employees and agents to the
same extent that it indemnifies its officers and directors, unless otherwise
required by law, its amended and restated certificate of incorporation, its
bylaws or agreements; and (3) it must advance expenses, as incurred, to its
directors and executive officers in connection with any legal proceeding to the
fullest extent permitted by Delaware law, subject to limited exceptions.
The Registrant has also obtained directors' and officers' insurance
providing indemnification for its directors, officers and key employees for
various liabilities.
In addition, under that certain Agreement and Plan of Reorganization and
Contribution among the Registrant, TeleCorp PCS, Inc., Tritel, Inc. and AT&T
Wireless Services, Inc., as amended, dated as of February 28, 2000 provides
that, upon the effective time of the merger, the Registrant will indemnify and
hold harmless all past and present directors, officers and employees of TeleCorp
and its subsidiaries, in their capacities as directors or officers of TeleCorp,
for a period of six years after the effective time of the merger to the same
extent they were indemnified prior to the effective time, pursuant to TeleCorp's
fifth amended and restated certificate of incorporation, second amended and
restated by-laws and indemnification agreements with any directors and officers
of TeleCorp and its subsidiaries; and to the fullest extent permitted by law, in
each case for acts or omissions occurring prior to the completion of the merger.
For a period of six years after the effective time of the merger, TeleCorp's
certificate of incorporation and by-laws may not be amended in any manner which
would adversely affect the rights of the directors, officers, employees or
agents, unless required by applicable law. The merger agreement also provides
that, upon the effective time of the merger, the Registrant will cause to be
maintained, for a period of six years after the effective time of the merger,
the current policies of directors' and officers' liability insurance maintained
by TeleCorp, or policies on terms at least comparable to those in effect on
February 28, 2000, although the Registrant will not be required to expend in any
one year an amount in excess of 125% of the annual premiums currently paid by
TeleCorp for directors' and officers' liability insurance.
Item 7. Exemption from Registration Claimed.
--------------------------------------------
Not applicable.
Item 8. Exhibits.
-----------------
3.1 Amended and Restated Certificate of Incorporation of TeleCorp-Tritel
Holding Company
3.2 Amended and Restated By-laws of TeleCorp-Tritel Holding Company (to
be renamed TeleCorp PCS, Inc. upon the close of the merger)
5.1 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. as to
the legality of the shares being registered
10.1 TeleCorp PCS, Inc. 2000 Employee, Director and Consultant Stock Plan
10.2 TeleCorp PCS, Inc. 1999 Stock Option Plan, as amended
10.3 Amended and Restated Tritel, Inc. 1999 Stock Option Plan
10.4 Amended and Restated Tritel, Inc. 1999 Stock Option Plan for
Non-Employee Directors
10.5 TeleCorp PCS, Inc. 1998 Restricted Stock Plan, as amended
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of KPMG LLP
23.3 Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
(included in Exhibit 5.1)
<PAGE>
Item 9. Undertakings.
---------------------
(a) 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 Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represents a fundamental change in the information
set forth in the 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 offering price set
forth in the "Calculation of Registration Fee" table in the
effective Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(b) The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act , each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act
(and, where applicable, each filing of the 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.
(c) 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
Securities Act and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
The Registrant. 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-8 and has duly caused this
Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Arlington, Commonwealth
of Virginia, on November 13, 2000.
TELECORP-TRITEL HOLDING COMPANY
By: /s/ Gerald T. Vento
--------------------------
Name: Gerald T. Vento
Title: President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed below as of November 13, 2000
by the following persons in the capacities indicated.
Signature Title
/s/ Gerald T. Vento
--------------------------- President
Gerald T. Vento
/s/ Thomas H. Sullivan Vice President, Treasurer
--------------------------- (chief financial officer),
Thomas H. Sullivan Secretary, and Director
<PAGE>
EXHIBIT INDEX
3.1 Amended and Restated Certificate of Incorporation of TeleCorp-Tritel
Holding Company
3.2 Amended and Restated By-laws of TeleCorp-Tritel Holding Company (to be
renamed TeleCorp PCS, Inc. upon the close of the merger)
5.1 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. as to the
legality of the shares being registered
10.1 TeleCorp PCS, Inc. 2000 Employee, Director and Consultant Stock Plan
10.2 TeleCorp PCS, Inc. 1999 Stock Option Plan, as amended
10.3 Amended and Restated Tritel, Inc. 1999 Stock Option Plan
10.4 Amended and Restated Tritel, Inc. 1999 Stock Option Plan for Non-Employee
Directors
10.5 TeleCorp PCS, Inc. 1998 Restricted Stock Plan, as amended
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of KPMG LLP
23.3 Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included
in Exhibit 5.1)
