As filed with the Securities and Exchange Commission on August 30, 2002
Registration No. 333-56430
_______________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1
to
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 (I.R.S. Employer
Incorporation or Organization) Identification Number)
5225 S. Loop 289
Lubbock, TX 79424
(Address of Principal Executive Offices) (Zip Code)
ALAMOSA HOLDINGS, INC. AMENDED AND RESTATED 1999 LONG TERM INCENTIVE PLAN
ALAMOSA HOLDINGS, INC. 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
---------------------------------------------------------------------------------------------------------------
| TITLE OF EACH CLASS OF | AMOUNT TO BE | PROPOSED MAXIMUM | PROPOSED MAXIMUM | AMOUNT OF |
| SECURITY TO BE | REGISTERED | OFFERING PRICE PER | AGGREGATE OFFERING | REGISTRATION FEE |
| REGISTERED | | SHARE (3) | PRICE (3) | |
|-------------------------|---------------------|---------------------|----------------------|------------------|
|Common stock, par value | 800,000 shares (1) | $0.48 | $384,000 | $35.33 |
|$0.01 per share (4) | | | | |
|-------------------------|---------------------|---------------------|----------------------|------------------|
|Common stock, par value | 200,000 shares (2) | $0.48 | $96,000 | $8.83 |
|$0.01 per share (4) | | | | |
|-------------------------|---------------------|---------------------|----------------------|------------------|
|Total | 1,000,000 shares | | $480,000 | $44.16 |
---------------------------------------------------------------------------------------------------------------
(1) 800,000 additional shares of common stock of Alamosa Holdings, Inc.
(the "Company") are being registered pursuant to the Company's
Amended and Restated 1999 Long Term Incentive Plan (the "LTIP"). This
registration statement also covers such indeterminate amount of
securities as may be offered or sold pursuant to the terms of the
LTIP to prevent dilution, pursuant to Rule 416(a) under the
Securities Act of 1933, as amended (the "Securities Act").
(2) 200,000 additional shares of common stock of the Company are being
registered pursuant to the Company's 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.
(3) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and (h) under the Securities Act of 1933. The
proposed maximum offering price per share is based upon the average
of the high and low prices of the common stock on August 28, 2002, on
the Composite Tape of The New York Stock Exchange.
(4) Includes associated rights to purchase Series A Preferred Stock, par
value $.01 per share, of the Company.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
EXPLANATORY NOTE
Alamosa Holdings, Inc., a Delaware corporation (the "Registrant"), hereby
files this Post-Effective Amendment No. 1 to its Registration Statement on
Form S-8 (Registration No. 333-56430) filed with the Securities and Exchange
Commission on March 2, 2001 (the "Registration Statement"), for the purpose of
registering (i) an additional 800,000 shares of the Registrant's common stock,
par value $0.01 per share, issuable pursuant to the LTIP and (ii) an
additional 200,000 shares of the Registrant's common stock, par value $0.01
per share, issuable pursuant to the ESPP. Originally, 13,000,000 shares of the
Registrant's common stock were authorized for issuance under the LTIP and
600,000 shares of the Registrant's common stock were authorized for issuance
under the ESPP. Pursuant to Article 5 of the LTIP, as of December 31, 2001,
the number of shares that may be delivered pursuant to awards granted under
the LTIP was increased by 800,000. Pursuant to Article 11 of the ESPP, as of
January 1, 2002, the number of shares that may be delivered pursuant to awards
granted under the ESPP was increased by 200,000. Pursuant to general
instruction E to Form S-8, the Registrant incorporates by reference herein the
contents of the Registration Statement.
ITEM 8. EXHIBITS
EXHIBIT NUMBER DESCRIPTION
4.5 Amended and Restated Alamosa Holdings, Inc.
Employee Stock Purchase Plan, filed as Exhibit
10.61 to the Quarterly Report on Form 10-Q for the
period ended June 30, 2002, dated August 14, 2002
of the Company, 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 opinion).
24.1 Power of Attorney, previously filed as Exhibit 24.1
to the Registration Statement on Form S-8, dated
March 2, 2001 (Registration No. 333-56430) of the
Company, which exhibit is incorporated herein by
reference.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all 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 30, 2002.
ALAMOSA HOLDINGS, INC.
By: /s/ David E. Sharbutt
---------------------------------
Name: David E. Sharbutt
Title: Chairman of the Board of Directors
and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on August 30, 2002.
SIGNATURE TITLE
/s/ David E. Sharbutt Director, Chairman of the Board of Directors
----------------------------- and Chief Executive Officer
David E. Sharbutt (Principal Executive Officer)
August 30, 2002* Chief Financial Officer
----------------------------- (Principal Financial Officer and
Kendall W. Cowan Accounting Officer)
August 30, 2002* Director
-----------------------------
Ray M. Clapp, Jr.
August 30, 2002* Director
-----------------------------
Scotty Hart
August 30, 2002* Director
-----------------------------
Thomas Hyde
August 30, 2002* Director
-----------------------------
Schuyler B. Marshall
August 30, 2002* Director
-----------------------------
Tom M. Phelps
August 30, 2002* Director
---------------------------
Michael V. Roberts
August 30, 2002* Director
---------------------------
Steven C. Roberts
August 30, 2002* Director
---------------------------
Jimmy R. White
* By: /s/ David E. Sharbutt
----------------------------
David E. Sharbutt, as
Attorney-in-Fact for each
of the persons indicated