SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): December 6, 2001
Triton PCS Holdings, Inc.
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(Exact name of Registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation or organization)
1-15325 23-2974475
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(Commission File Number) (I.R.S. Employer Identification Number)
1100 Cassatt Road
Berwyn, Pennsylvania 19312
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(Address of principal executive offices) (Zip Code)
(610) 651-5900
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(Registrant's telephone number, including area code)
Item 5. Other Events.
On December 7, 2001, Triton PCS Holdings, Inc. ("Triton") announced
the pricing of the sale by certain of its stockholders of up to 8,280,000
shares of Triton's common stock in a firm-commitment, underwritten public
offering. A copy of Triton's press release announcing the pricing of this
offering is being filed with this report as Exhibit 99.1.
On December 12, 2001, the selling stockholders completed the sale of
7,200,000 shares of Triton's common stock pursuant to the terms of an
underwriting agreement, and the underwriters for the offering have an
option to purchase up to an additional 1,080,000 shares to cover over-
allotments. A copy of the underwriting agreement for this offering is
being filed with this report as Exhibit 1.1. For more information about
this offering, refer to Triton's prospectus supplement and the accompanying
prospectus filed with the Securities and Exchange Commission pursuant to
Rule 424(b)(3) of the Securities Act of 1933, as amended, on December 10,
2001.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
1.1 Underwriting Agreement dated December 6, 2001.
99.1 Press Release dated December 7, 2001.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TRITON PCS HOLDINGS, INC.
Dated: December 12, 2001 By: /s/ David D. Clark
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David D. Clark
Executive Vice President and
Chief Financial Officer