As filed with the Securities and Exchange Commission on May 24, 2001
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Date Amendment No. 1 To
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Triton PCS Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware 23-2974475
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1100 Cassatt Road 19312
Berwyn, Pennsylvania (Zip Code)
(Address of Principal Executive Offices)
TRITON PCS HOLDINGS, INC.
1999 STOCK AND INCENTIVE PLAN
(Full title of plan)
DOW, LOHNES & ALBERTSON, PLLC
Counsel
1200 New Hampshire Avenue, N.W.
Suite 800
Washington, D.C. 20036
(Name and address of agent for service)
Telephone number of agent for service:
(202) 776-2000
CALCULATION OF REGISTRATION FEE
-------------------- ---------------- --------------------- ---------------------- --------------------
Title of security Amount being Proposed Maximum Proposed Maximum Amount of
being registered Registered (*) offering Price per Aggregate offering Registration fee
Share(**) Price
-------------------- ---------------- --------------------- ---------------------- --------------------
-------------------- ---------------- --------------------- ---------------------- --------------------
Class A Common
Stock, $0.01 par
value Per
Share....... 1,500,000 $35.12 $52,680,000.00 $13,170.00
-------------------- ---------------- --------------------- ---------------------- --------------------
(*) In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
registration statement also covers an indeterminate number of additional shares
which may be offered and issued in accordance with the Plan terms to prevent
dilution from stock splits, stock dividends or similar transactions.
(**) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(f)(1) under the Securities Act of 1933.
STATEMENT UNDER GENERAL INSTRUCTION E
REGISTRATION OF ADDITIONAL SECURITIES
This Post-Effective Amendment No. 1 To Registration Statement on Form S-8
(the "Registration Statement") is being filed pursuant to General Instruction E
to Form S-8 under the Securities Act of 1933, as amended (the "Securities Act")
to register additional shares of the Registrant's common stock issuable
pursuant to the Triton PCS Holdings, Inc. 1999 Stock and Incentive Plan (the
"Plan"). Unless otherwise noted herein, this Registration Statement
incorporates by reference the contents of the Registrant's registration
statement on Form S-8 (File No. 333-93625), and all exhibits thereto, relating
to the Plan, which was previously filed with the Securities and Exchange
Commission on December 27, 1999.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
EXHIBIT INDEX
Exhibit No. Exhibit Page No.
----------- ------- --------
5 Opinion of Dow, Lohnes & Albertson, PLLC 5
23.1 Consent of PricewaterhouseCoopers LLP 7
23.2 Consent of Dow, Lohnes & Albertson, PLLC 5
(contained in their opinion in Exhibit 5)
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SIGNATURES
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 Post-Effective
Amendment No. 1 To Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Berwyn, Commonwealth of
Pennsylvania on the 22nd day of May, 2001.
TRITON PCS HOLDINGS, INC.
By: /s/ Michael E. Kalogris
----------------------------
Michael E. Kalogris
Chief Executive Officer and
Chairman of the Board of Directors
Triton PCS Holdings, Inc., a Delaware corporation, and each person whose
signature appears below constitutes and appoints Michael Kalogris, with full
power to act without others, such person's true and lawful attorney-in-fact,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign this Post-Effective
Amendment No. 1 To Registration Statement, and any and all amendments thereto
(including, without limitation, post-effective amendments and any subsequent
registration statement filed pursuant to Rule 462(b) or Rule 462(d) under the
Securities Act of 1933, as amended), and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact, full power and authority to do and perform each and every act
and thing necessary or desirable to be done in and about the premises, as fully
and to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact, or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Capacity Date
--------- -------- ----
/s/ Michael E. Kalogris Chief Executive Officer and May 22, 2001
---------------------------- Chairman of the Board of
Michael E. Kalogris Directors (Principal
(Executive Officer)
/s/ Steven R. Skinner President, Chief Operating May 22, 2001
---------------------------- Officer and Director
Steven R. Skinner
/s/ David D. Clark Executive Vice President, May 22, 2001
--------------------------- Chief Financial Officer
David D. Clark and Secretary (Principal Financial
Officer)
Vice President and May 22, 2001
/s/ Andrew Davies Controller
--------------------------- (Principal Accounting
Andrew Davies Officer)
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/s/ Scott I. Anderson Director May 22, 2001
---------------------------
Scott I. Anderson
/s/ John D. Beletic Director May 22, 2001
---------------------------
John D. Beletic
/s/ Arnold L. Chavkin Director May __, 2001
---------------------------
Arnold L. Chavkin
/s/ William W. Hague Director May __, 2001
---------------------------
William W. Hague
/s/ John W. Watkins Director May 22, 2001
---------------------------
John W. Watkins
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