As filed with the Securities and Exchange Commission on December 7, 2001
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TRITON PCS HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 23-2974475
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1100 Cassatt Road
Berwyn, Pennsylvania 19312
(610) 651-5900
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
---------------------------
David D. Clark
Triton PCS Holdings, Inc.
Chief Financial Officer and
Executive Vice President
1100 Cassatt Road
Berwyn, Pennsylvania 19312
(610) 651-5900
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------------
Please address a copy of all communications to:
John W. McNamara Andrew M. Davies
Thomas D. Twedt Triton PCS Holdings, Inc.
Dow, Lohnes & Albertson, PLLC 1100 Cassatt Road
1200 New Hampshire Avenue, NW Berwyn, Pennsylvania 19312
Washington, D.C. 20036 (610) 651-5900
(202) 776-2000
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
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If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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, other than securities offered only in connection with dividend or interest
reinvestment plans, 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, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] (333-65730)
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
====================================== =================== =================== =================== ===================
Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Aggregate Amount Offering Price Aggregate Registration Fee
Securities to be Registered to be Registered Per Share Offering Price (1)
-------------------------------------- ------------------- ------------------- ------------------- -------------------
Class A common stock, par value 1,380,000 shares $30.55 $42,159,000 $10,076
$0.01 per share, offered by the
selling stockholders................
-------------------------------------- ------------------- ------------------- ------------------- -------------------
Total............................. 1,380,000 shares $42,159,000 $10,076
====================================== =================== =================== =================== ===================
(1) Pursuant to Rule 457 under the Securities Act of 1933, as amended.
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EXPLANATORY NOTE
This registration statement is being filed by Triton PCS Holdings, Inc.
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and
includes the registration statement facing page, this page, the signature page,
an exhibit index and an accountant's consent. Pursuant to Rule 462(b), the
contents of the registration statement on Form S-3 (File No. 333-65730), as
amended, of the registrant, including the exhibits, the power of attorney
thereto and the opinion of counsel regarding the legality of the registrant's
Class A common stock being offered hereby and the related consent, are
incorporated by reference into this registration statement. This registration
statement covers the registration of an aggregate of $42,159,000 of Class A
common stock of the registrant that may be offered by certain selling
stockholders.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Triton PCS
Holdings, Inc. has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Berwyn,
Commonwealth of Pennsylvania, on December 7, 2001.
TRITON PCS HOLDINGS, INC.
By: /s/ David D. Clark
-------------------------------------
David D. Clark
Executive Vice President, Chief
Financial Officer and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons on
behalf of Triton PCS Holdings, Inc. and in the capacities and on the dates
indicated.
Signature Title Date
--------- ----- ----
* Chief Executive Officer and Chairman of December 7, 2001
--------------------------------------- the Board of Directors
Michael E. Kalogris (Principal Executive Officer)
*
--------------------------------------- President, Chief Operating December 7, 2001
Steven R. Skinner Officer and Director
/s/ David D. Clark Executive Vice President, Chief Financial December 7, 2001
--------------------------------------- Officer and Secretary
David D. Clark (Principal Financial Officer)
*
--------------------------------------- Vice President and Controller December 7, 2001
Andrew M. Davies (Principal Accounting Officer)
*
--------------------------------------- Director December 7, 2001
Scott I. Anderson
*
--------------------------------------- Director December 7, 2001
John D. Beletic
*
--------------------------------------- Director December 7, 2001
Arnold L. Chavkin
*
--------------------------------------- Director December 7, 2001
John W. Watkins
*
--------------------------------------- Director December 7, 2001
William W. Hague
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* Power of Attorney
David D. Clark, by signing his name hereto, does sign this document on
behalf of each of the persons indicated above for whom he is attorney-in-fact
pursuant to a power of attorney duly executed by such person and filed with the
Securities and Exchange Commission.
By: /s/ David D. Clark
----------------------------------
David D. Clark
Attorney-in-fact
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EXHIBIT INDEX
Exhibit
Number Description
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5.1 Opinion of Dow, Lohnes & Albertson, PLLC (incorporated by
reference to Exhibit 5.1 to the registration statement on Form
S-3 of the registrant (File No. 333-65730)).
23.1 Consent of Dow, Lohnes & Albertson, PLLC (contained in their
opinion filed as Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Power of Attorney (incorporated by reference to the power of
attorney contained on the signature page to the registration
statement on Form S-3 of the registrant (File No. 333-65730)).
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