As filed with the Securities and Exchange Commission on December 18, 2000
Registration No. 333-31036
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ALAMOSA PCS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-2910043
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
5225 S. LOOP 289
LUBBOCK, TEXAS 79424
(806) 722-1100
(address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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ALAMOSA PCS HOLDINGS, INC. 1999 LONG TERM INCENTIVE PLAN
(Full Title of the Plan)
David E. Sharbutt
Chief Executive Officer
Alamosa PCS Holdings, Inc.
5225 S. Loop 289
Lubbock, Texas 79424
(806) 722-1100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPIES TO:
Fred B. White III, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
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POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
This post-effective amendment No. 1 to Registration Statement on Form
S-8 (No. 333-31036) is being filed pursuant to Rule 414 under the
Securities Act of 1933, as amended, to reflect the completion by Alamosa
PCS Holdings, Inc., a Delaware corporation, of a corporate restructuring to
create a new holding company. The new holding company formation was
effected pursuant to an agreement and plan of merger among Alamosa PCS
Holdings, Inc., Twenty Holdings, Inc., a Delaware corporation ("Holdco")
and Ten Acquisition Inc., a Delaware corporation and wholly-owned
subsidiary of Holdco ("Merger Sub"). The merger agreement provides for,
among other things, the merger of Merger Sub with and into Alamosa PCS
Holdings, Inc., with Alamosa PCS Holdings, Inc. continuing as the surviving
corporation. Pursuant to Section 251(g) of the General Corporation Law of
the State of Delaware, stockholder approval of the merger was not required.
As a result of the merger, which was consummated on December 14, 2000,
Alamosa PCS Holdings, Inc. became a direct wholly-owned subsidiary of
Holdco. At the time of the merger, Alamosa PCS Holdings, Inc. changed its
name to Alamosa (Delaware), Inc., and Holdco changed its name to Alamosa
PCS Holdings, Inc. and retained the same trading symbol of Alamosa PCS
Holdings, Inc., "APCS", on the Nasdaq National Market, with the same CUSIP
number as Alamosa PCS Holdings, Inc., 011-593100.
Holdco, renamed Alamosa PCS Holdings, Inc., is the successor issuer to
Alamosa (Delaware), Inc. pursuant to Rule 414 under the Securities Act.
As a result of the merger, each outstanding employee stock option to
purchase shares of Alamosa PCS Holdings, Inc. common stock granted under
any employee stock option or compensation plan or arrangement of Alamosa
PCS Holdings, Inc. was converted into an option to purchase the same number
of shares of Holdco's common stock in accordance with the provisions of
such employee stock option or compensation plan or arrangement.
In accordance with paragraph (d) of Rule 414 under the Securities Act,
Holdco, renamed Alamosa PCS Holdings, Inc., hereby expressly adopts this
registration statement as its own registration statement for all purposes
of the Securities Act and the Securities Exchange Act of 1934, as amended.
The applicable registration fees were paid at the time of the original
filing of this registration statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 post-effective amendment to the registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
city of Lubbock, State of Texas, on this 18th day of December, 2000.
Alamosa PCS Holdings, Inc.
By: /s/ David E. Sharbutt
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Name: David E. Sharbutt
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this amendment to the registration statement has been signed by
the following persons in the capacities indicated with respect to Alamosa
PCS Holdings, Inc., on this 18th day of December, 2000.
Signature Title
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/s/ David E. Sharbut Chairman of the Board, Chief Executive
------------------------- Officer
David E. Sharbutt
December 18, 2000*
-------------------------- Chief Financial Officer
Kendall W. Cowan
December 18, 2000*
--------------------------- Director
Michael R. Budagher
December 18, 2000*
--------------------------- Director
Ray M. Clapp, Jr.
December 18, 2000*
--------------------------- Director
Scotty Hart
December 18, 2000*
--------------------------- Director
Thomas Hyde
December 18, 2000*
--------------------------- Director
Schuyler B. Marshall
December 18, 2000*
--------------------------- Director
Tom M. Phelps
December 18, 2000*
--------------------------- Director
Reagan W. Silber
December 18, 2000*
--------------------------- Director
Jimmy R. White
* By: /s/ David E. Sharbutt
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David E. Sharbutt, as
Attorney-in-Fact for each of the
persons indicated
