<PAGE>
As filed with the Securities and Exchange Commission on August 14, 2000
Registration No. 333-39746
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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IWO HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 4812 14-1818487
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification Number)
incorporation or Classification Code
organization) Number)
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319 Great Oaks Boulevard
Albany, New York 12203
(518) 862-6001
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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Solon L. Kandel
President and Chief Executive Officer
IWO Holdings, Inc.
319 Great Oaks Boulevard
Albany, New York 12203
(518) 862-6001
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
E. Michael Greaney, Esq. Gregg A. Noel, Esq.
Gibson, Dunn & Crutcher LLP Skadden, Arps, Slate, Meagher & Flom
200 Park Avenue LLP
New York, New York 10166 300 South Grand Avenue
(212) 351-4000 Los Angeles, California 90071
(212) 351-4035 (fax) (213) 687-5000
(213) 687-5600 (fax)
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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, 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. [_]
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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.
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EXPLANATORY NOTE
This Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-
39746) of IWO Holdings, Inc. is filed solely for the purpose of filing with the
Commission copies of the exhibits listed in Item 16 of Part II hereto and to
make corresponding changes to Item 16.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Albany, State of New
York, on August 10, 2000.
IWO Holdings, Inc.
/s/ Steven M. Nielson
By: _________________________________
Steven M. Nielson
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Solon L. Kandel* President, Chief Executive August 10, 2000
______________________________________ Officer and Director
Solon L. Kandel (Principal Executive
Officer)
/s/ David L. Standig* Chief Operating Officer August 10, 2000
______________________________________
David L. Standig
/s/ Steven M. Nielsen Chief Financial Officer August 10, 2000
______________________________________ (Principal Financial
Steven M. Nielsen Officer and Principal
Accounting Officer)
/s/ J.K. Hage III* Executive Vice President, August 10, 2000
______________________________________ Secretary, General
J.K. Hage III Counsel and Director
/s/ Christopher J. Stadler* Director August 10, 2000
______________________________________
Christopher J. Stadler
/s/ Mamoun Askari* Director August 10, 2000
______________________________________
Mamoun Askari
/s/ James O. Egan* Director August 10, 2000
______________________________________
James O. Egan
</TABLE>
S-1
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Thomas J. Sullivan* Director August 10, 2000
______________________________________
Thomas J. Sullivan
/s/ Savio W. Tung* Director August 10, 2000
______________________________________
Savio W. Tung
/s/ Christopher J. O'Brien* Director August 10, 2000
______________________________________
Christopher J. O'Brien
/s/ Alfred F. Boschulte* Director August 10, 2000
______________________________________
Alfred F. Boschulte
/s/ Brian Kwait * Director August 10, 2000
______________________________________
Brian Kwait
/s/ Harley Ruppert* Director August 10, 2000
______________________________________
Harley Ruppert
</TABLE>
*By:
/s/ Steven M. Nielson
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Steven M. Nielson
Attorney-in-fact
S-2
<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>
<CAPTION>
Amount to
Be Paid
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<S> <C>
SEC registration fee.................................................. $45,540
NASD filing fee....................................................... 17,750
Nasdaq National Market listing fee.................................... *
Printing and engraving costs.......................................... *
Legal fees and expenses............................................... *
Accounting fees and expenses.......................................... *
Blue sky fees and expenses (including legal fees)..................... *
Transfer agent fees................................................... *
Miscellaneous......................................................... *
-------
Total................................................................. $
=======
</TABLE>
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* To be included by amendment.
Item 14. Indemnification of Officers and Directors
The registrant's Certificate of Incorporation (the "Certificate") provides
that, except to the extent prohibited by the Delaware General Corporation Law
(the "DGCL"), the registrant's directors shall not be personally liable to the
registrant or its stockholders for monetary damages for any breach of fiduciary
duty as directors of the registrant. Under the DGCL, the directors have a
fiduciary duty to the registrant which is not eliminated by this provision of
the Certificate and, in appropriate circumstances, equitable remedies such as
injunctive or other forms of nonmonetary relief will remain available. In
addition, each director will continue to be subject to liability under the DGCL
(1) for any breach of the director's duty of loyalty to the corporation or its
stockholders, (2) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (3) arising under Section
174 of the DGCL or (4) for any transaction from which the director derived an
improper personal benefit. This provision does not affect the directors'
responsibilities under any other laws, such as the Federal securities laws or
state or Federal environmental laws.
Section 145 of the DGCL empowers a corporation to indemnify its directors
and officers and to purchase insurance with respect to liability arising out of
their capacity or status as directors and officers. The DGCL provides further
that the indemnification permitted thereunder shall not be deemed exclusive of
any other rights to which the directors and officers may be entitled under the
corporation's bylaws, any agreement, a vote of stockholders or otherwise. The
Certificate provides that the registrant shall fully 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) by reason of the fact that such person is or
was a director or officer of
II-1
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the registrant, or is or was serving at the request of the registrant as a
director or officer of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding. The registrant has obtained liability insurance for its officers
and directors.
At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent as to which indemnification will be
required or permitted under the Certificate. The registrant is not aware of any
threatened litigation or proceeding that may result in a claim for such
indemnification.
We have entered into indemnity agreements with each of our directors.
Item 15. Recent Sales of Unregistered Securities
Set forth below is a description of the registrant's sales of unregistered
securities during the past three years.
(a) In December 1999, the registrant issued shares of its capital stock to
initial investors at a price per share of $172.34043 as follows: (i)
500,000.0000 shares of Class A stock for an aggregate purchase price of
$86,170,215.00; (ii) 166,921.1585 shares of Class B stock for an aggregate
purchase price of $28,767,264.26; (iii) 144,412.1749 shares of Class C stock
for an aggregate purchase price of $19,717,843.41; and (iv) 2,000.0000 shares
of Class D stock for an aggregate purchase price of $344,680.86. In addition,
the registrant issued 210,000.0000 shares of Class B stock to the founders of
the registrant's operating subsidiary in exchange for 14,357 shares of the
common stock of the operating subsidiary held by the founders, and further
issued 13,055.5552 shares of Class B stock to the founders in exchange for past
capital contributions of $2,250,000 made by the founders to the operating
subsidiary.
(b) In December 1999, the registrant issued a warrant to an international
entity to purchase shares of Class A stock at an exercise price of $0.01 per
share.
(c) In December 1999, the registrant issued warrants to initial investors
and officers to purchase an aggregate of 40,000 shares of Class B stock at an
exercise price of $172.34043 per share.
(d) In January 2000, the registrant issued an aggregate of 3,297.7413
shares of Class B stock to officers and directors upon the exercise of stock
options.
(e) In May 2000, the registrant issued a warrant to one of its officers to
purchase 2,480.000 shares of Class B stock at an exercise price of $172.34043
per share.
(f) As of June 12, 2000, options to purchase an aggregate of 128,386.5237
shares of Class B stock were outstanding under the registrant's Management
Stock Incentive Plan and individual option agreements at exercise prices of
$43.521 and $172.34043 per share. The registrant has issued no shares of
capital stock to its officers, directors and employees upon the exercise of
stock options except as set forth above.
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The transactions set forth in paragraphs (a) through (c) and (e) above
were undertaken in reliance upon the exemption from the registration
requirements of the Securities Act afforded by Section 4(2) thereof and/or
Regulation D promulgated thereunder as sales not involving a public offering.
The transactions set forth in paragraphs (d) and (f) above were undertaken in
reliance upon the exemption from the registration requirements of the
Securities Act afforded by Rule 701 promulgated under the Securities Act as
sales by an issuer to employees, directors, officers, consultants or advisors
pursuant to written compensatory benefit plans or written contracts relating to
the compensation of such persons. The purchasers of the securities described
above acquired them for their own account and not with a view to any
distribution thereof to the public. The registrant believes that exemptions
other than those specified above may exist with respect to the transactions set
forth above.
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C> <C>
1.1* -- Form of Underwriting Agreement
3.1** -- Amended and Restated Certificate of Incorporation of the registrant
3.2* -- Form of Amendment to Certificate of Incorporation, to be filed prior to the closing of
the offering
3.3* -- Form of Amended and Restated Certificate of Incorporation, to be filed upon the closing
of the offering
3.4** -- Bylaws of the registrant
3.5* -- Form of Amended and Restated Bylaws of the registrant, to be effective upon
the closing of the offering
4.1* -- Specimen Certificate representing the registrant's common stock
5.1* -- Opinion of Gibson, Dunn & Crutcher LLP
10.1** -- Form of Founders Warrant
10.2** -- Stockholders Agreement, dated as of December 20, 1999, between the registrant and the
stockholders signatory thereto
+10.3 -- Sprint PCS Management Agreement, dated as of February 9, 1999, among Independent
Wireless One Corporation, Sprint Spectrum L.P. and WirelessCo, L.P., as amended by
Addendum I, Addendum II and Addendum III
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C> <C>
+10.5 -- Sprint PCS Services Agreement, dated as of February 9, 1999, between
Independent Wireless One Corporation and Sprint Spectrum L.P.
10.6* -- Sprint Trademark and Service Mark License Agreement, dated as of February 9,
1999, between Independent Wireless One Corporation and Sprint Communications
Company, L.P.
10.7* -- Sprint Spectrum Trademark and Service Mark License Agreement, dated as of
February 9, 1999, between Independent Wireless One Corporation and Sprint
Spectrum L.P.
+10.10 -- Interim Services Agreement, dated as of December 20, 1999, between
Independent Wireless One Corporation and Sprint Spectrum L.P.
10.12* -- Consent and Agreement, dated as of December 17, 1999, between Sprint
Spectrum L.P., Sprint Communications Company, L.P., WirelessCo, L.P. and The
Chase Manhattan Bank, as Administrative Agent
10.13** -- Employment Agreement, dated as of December 20, 1999, between the registrant,
Independent Wireless One Corporation and Solon L. Kandel
10.14** -- Employment Agreement, dated as of December 20, 1999, between the registrant,
Independent Wireless One Corporation and David L. Standig, as amended
10.15** -- Employment Agreement, dated as of December 20, 1999, between the registrant,
Independent Wireless One Corporation and John P. Hart, Jr., as amended
10.16** -- Professional Services Agreement, dated as of December 20, 1999, between the
registrant, Independent Wireless One Corporation and J.K. Hage III
10.17** -- Employment Agreement, dated as of April 9, 2000, between the registrant,
Independent Wireless One Corporation and Steven M. Nielsen
10.18** -- Management Stock Incentive Plan
10.19** -- Form of Stock Option Agreement
10.20** -- Stock Option Agreement, dated as of December 20, 1999, between the
registrant and Solon L. Kandel
10.21** -- Stock Option Agreement, dated as of December 20, 1999, between the
registrant and Alfred F. Boschulte
10.22** -- Agreement for Management Advisory, Strategic Planning and Consulting
Services, dated as of December 20, 1999, between Independent Wireless One
Corporation and Investcorp International, Inc.
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C> <C>
10.23** -- Form of Management Bonus Stock Purchase Agreement
10.24** -- Form of Management Warrant
10.25** -- Lease, dated as of October 22, 1999, between Rosenblum Associates and
Independent Wireless One Corporation, as amended
10.26** -- Lease, dated as of September 30, 1996, between Jack Rosenblum and Sprint
Spectrum L.P., as amended
10.27** -- Credit Agreement, dated as of December 20, 1999, among Independent Wireless
One Corporation, the several lenders from time to time parties thereto,
Chase Securities Inc. as Book Manager and Lead Arranger, First Union
National Bank and Paribas as Senior Managing Agents, UBS AG, Stamford Branch
as Documentation Agent and The Chase Manhattan Bank, as Administrative Agent
for the lenders
10.28* -- Amendment, dated as of June 30, 2000, to Credit Agreement
21.1** -- Subsidiaries of the registrant
23.1** -- Consent of PricewaterhouseCoopers LLP, Independent Accountants
23.2** -- Consent of Ernst & Young LLP, Independent Auditors
23.3* -- Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1)
24.1** -- Power of Attorney (see Signature Page)
27.1** -- Financial Data Schedule
</TABLE>
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* To be filed by amendment.
** Previously filed.
+ Confidential treatment has been requested for portions of these exhibits.
Omitted material has been filed separately with the Commission.
(b) Financial Statement Schedules
None.
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 the registrant 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.
II-5
<PAGE>
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of registrant pursuant to the Delaware General Corporation Law, the
Certificate of Incorporation of the registrant, the Underwriting Agreement,
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 hereunder, 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.
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.
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