As filed with the Securities and Exchange Commission on August 11, 2004
Registration No. 333-
-------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ALAMOSA HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-2890997
(State or other jurisdiction of incorporation or (I.R.S. Employer
organization) Identification Number)
5225 S. LOOP 289, LUBBOCK, TX 79424
(Address of Principal Executive Offices) (Zip Code)
ALAMOSA HOLDINGS, INC. SECOND AMENDED AND
RESTATED EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
DAVID E. SHARBUTT
CHIEF EXECUTIVE OFFICER
ALAMOSA HOLDINGS, INC.
5225 S. LOOP 289
LUBBOCK, TX 79424
(Name and address of agent for service)
(806) 722-1100
(Telephone number, including area code, of agent for service)
Copy to:
Fred B. White, III, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3000
---------------------
CALCULATION OF REGISTRATION FEE
PROPOSED
MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITY TO BE REGISTERED REGISTERED PER SHARE (2) PRICE (2) REGISTRATION FEE
--------------------------- ------------------- ---------------- ------------------ --------------------
Common stock, par value
$0.01 per share (3) 200,000 shares (1) $7.02 $1,404,000 $177.89
(1) 200,000 additional shares of common stock, par value $0.01 per share
("Common Stock"), of Alamosa Holdings, Inc. (the "Company") are being
registered pursuant to the Company's Second Amended and Restated Employee
Stock Purchase Plan (the "ESPP"). This registration statement also covers
such indeterminate amount of securities as may be offered or sold
pursuant to the terms of the ESPP to prevent dilution, pursuant to Rule
416(a) under the Securities Act of 1933, as amended (the "Securities
Act").
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and (h) under the Securities Act. The proposed
maximum offering price per share is based upon the average of the high
and low prices of Common Stock on August 10, 2004, as reported on The
Nasdaq National Market.
(3) Includes associated rights to purchase Series A Preferred Stock, par value
$0.01 per share, of the Company.
EXPLANATORY NOTE
This registration statement is being filed solely to register the
issuance of up to 200,000 additional shares of common stock, par value $0.01 per
share ("Common Stock"), of Alamosa Holdings, Inc., a Delaware corporation (the
"Company"), pursuant to the Company's Second Amended and Restated Employee Stock
Purchase Plan (the "ESPP"). On April 16, 2004, the Board of Directors of the
Company unanimously approved an amendment and restatement of the ESPP to
increase the number of shares of Common Stock authorized for issuance under the
ESPP by 200,000 shares. At the annual meeting of stockholders of the Company
held on June 2, 2004, the Company's stockholders approved such amendment and
restatement. The Company previously filed a registration statement on Form S-8
(File No. 333-56430) on March 2, 2001, covering 600,000 shares of its Common
Stock initially authorized for issuance under the ESPP. Pursuant to General
Instruction E to Form S-8, the contents of the earlier registration statement
are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates by reference into this registration
statement the following documents filed with the U.S. Securities and Exchange
Commission (the "Commission"):
(a) Annual Report on Form 10-K for the year ended December 31, 2003;
(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 2004;
(c) Quarterly Report on Form 10-Q for the quarter ended June 30, 2004;
2
(d) Current Report on Form 8-K, dated January 5, 2004;
(e) Current Report on Form 8-K, dated January 5, 2004;
(f) Current Report on Form 8-K, dated January 16, 2004;
(g) Current Report on Form 8-K, dated July 1, 2004;
(h) The description of the Common Stock contained in the Registrant's prospectus
filed pursuant to Rule 424(b)(1) on November 7, 2001 (the "Prospectus"),
which description is incorporated by reference in Registrant's Registration
Statement on Form 8-A, filed with the Commission on November 27, 2001,
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), including any amendments or reports filed with the Commission for
purposes of updating such description; and
(i) The description of the Preferred Share Purchase Rights contained in the
Prospectus, which description is incorporated by reference in Registrant's
Registration Statement on Form 8-A, filed with the Commission on November
27, 2001, pursuant to the Exchange Act, including any amendments or reports
filed with the Commission for purposes of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be a part
hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this registration
statement.
3
ITEM 8. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
4.1 Second Amended and Restated Alamosa Holdings, Inc. Employee Stock Purchase Plan, filed as
Exhibit 10.39 to Amendment No. 1 to the Registration Statement on Form S-4, dated July 14,
2004 (Registration No. 333-114592), of Alamosa (Delaware), Inc., which exhibit is
incorporated herein by reference
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included on the signature page hereto)
4
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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Lubbock, State of Texas, on August 11, 2004.
ALAMOSA HOLDINGS, INC.
By: /s/ David E. Sharbutt
------------------------------
Name: David E. Sharbutt
Title: Chairman of the Board of
Directors and Chief
Executive Officer
POWER OF ATTORNEY
Each of the undersigned hereby appoints David E. Sharbutt as attorney
and agent for the undersigned, with full power of substitution, for and in the
name, place and stead of the undersigned, to sign and file with the Commission
under the Securities Act of 1933 any and all amendments and exhibits to this
registration statement and any and all applications, instruments and other
documents to be filed with the Commission pertaining to the registration of the
securities covered hereby, with full power and authority to do and perform any
and all acts and things whatsoever requisite or desirable.
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 date indicated.
SIGNATURE TITLE
/s/ David E. Sharbutt Director, Chairman of the Board of Directors and
------------------------------------ Chief Executive Officer (Principal Executive Officer)
David E. Sharbutt
August 11, 2004
/s/ Kendall W. Cowan Director, Chief Financial Officer (Principal
------------------------------------ Financial Officer and Accounting Officer)
Kendall W. Cowan
August 11, 2004
Director
------------------------------------
Ray M. Clapp, Jr.
August 11, 2004
/s/ Scotty Hart Director
------------------------------------
Scotty Hart
August 11, 2004
Director
------------------------------------
John F. Otto, Jr.
August 11, 2004
5
Director
------------------------------------
Schuyler B. Marshall
August 11, 2004
/s/ Allen T. McInnes Director
------------------------------------
Allen T. McInnes
August 11, 2004
/s/ Thomas F. Riley, Jr. Director
------------------------------------
Thomas F. Riley, Jr.
August 11, 2004
Director
------------------------------------
Michael V. Roberts
August 11, 2004
Director
------------------------------------
Steven C. Roberts
August 11, 2004
/s/ Jimmy R. White Director
------------------------------------
Jimmy R. White
August 11, 2004
6