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REGISTRATION NO. ___-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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VOICESTREAM WIRELESS HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 91-1983600
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3650 131st Avenue S.E.
Bellevue, Washington 98006
(425) 653-4600
(Address, including ZIP code, and telephone number, including area code,
of registrant's principal executive offices)
VOICESTREAM WIRELESS CORPORATION
2000 EMPLOYEE STOCK PURCHASE PLAN
(Full title of plan)
Alan R. Bender, Esq. Copy to:
Executive Vice President, G. Scott Greenburg, Esq.
General Counsel and Secretary Matthew S. Topham, Esq.
VoiceStream Wireless Holding Corporation Preston Gates & Ellis LLP
3650 131st Avenue S.E. 701 Fifth Avenue, Suite 5000
Bellevue, Washington 98006 Seattle, Washington 98104
(425) 653-4600 (206) 623-7580
(Name, address, including ZIP code, and
telephone number, including area code,
of agent for service)
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Maximum
Title of securities Amount to be Maximum offering aggregate offering Amount of
to be registered registered(1) price per unit(2) price(2) registration fee(3)
- ------------------- ------------- ----------------- ------------------ ------------------
Common Stock, $.001
par value per share 1,500,000 shares $144.625 $216,937,500 $ --
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(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
such plan as the result of any future stock split, stock dividend or
similar adjustment of the outstanding Common Stock of the Registrant.
(2) Estimated solely for the purpose of calculating the registration fee and,
pursuant to Rule 457(c) and (h), based upon the average of the high and
low prices of VoiceStream Wireless Corporation common stock reported on
February 22, 2000, as reported on the Nasdaq Stock Market.
(3) Entire filing fee previously paid. This amendment is being filed to
correct typographical errors on this cover page.
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INTRODUCTORY STATEMENT
VoiceStream Wireless Holding Corporation ("VoiceStream Holding") is filing
this registration statement on Form S-8 relating to its common stock, par value
$.001 per share, which may be issued pursuant to the VoiceStream Wireless
Corporation 2000 Employee Stock Purchase Plan (the "Plan"). VoiceStream
Holding adopted the VoiceStream Wireless Corporation 1999 Employee Stock
Purchase Plan and renamed it the VoiceStream Wireless Corporation 2000
Employee Stock Purchase Plan in connection with two separate reorganizations
that will result in VoiceStream Wireless Corporation ("VoiceStream") and either
or both of Omnipoint Corporation ("Omnipoint") and Aerial Communications, Inc.
("Aerial") becoming subsidiaries of VoiceStream Holding. On February 24, 2000,
the shareholders of VoiceStream, Omnipoint and Aerial approved the
reorganizations with respect to which they were entitled to vote. Upon the
completion of the first to occur of the two reorganizations, VoiceStream
Holding will change its name to VoiceStream Wireless Corporation.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Securities and Exchange
Commission (the "Commission") by VoiceStream Holding or VoiceStream
(File No. 0-25441) are incorporated herein by reference:
(a) VoiceStream's registration statement on Form 10 filed with the
Commission on February 24, 1999, as amended by VoiceStream's Form 10/A dated
April 1, 1999, and Form 10/A dated April 13, 1999;
(b) VoiceStream's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1999, June 30, 1999 and September 30, 1999, as amended by
VoiceStream's Form 10-Q/A dated January 18, 2000;
(c) VoiceStream's Current Reports on Form 8-K dated May 10, 1999, May
27, 1999, June 24, 1999, July 7, 1999, October 18, 1999, October 26, 1999,
November 9, 1999, and February 14, 2000;
(d) VoiceStream Holding's Registration Statement on Form S-4, filed on
October 27, 1999, pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), as amended by VoiceStream Holding's Form S-4/A dated December
3, 1999, Form S-4/A dated December 29, 1999, Form S-4/A dated January 18, 2000,
Form S-4/A dated January 24, 2000, and Post Effective Amendment No. 1 dated
January 25, 2000, including any amendment or report filed for the purpose of
updating such registration statement; and
(e) The description of VoiceStream Holding's Common Stock, $.001 par
value per share (the "Common Stock") contained in VoiceStream Holding's Form
8-A filed with the Commission on February 23, 2000, including any amendment or
report filed for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this registration statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold are deemed to be incorporated by reference into this
registration statement and to be a part hereof from the respective dates of
filing of such documents (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document 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
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or
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superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Legal matters in connection with the securities registered hereby were
passed upon by Preston Gates & Ellis LLP, Seattle, Washington. Partners and
attorneys employed by that firm hold less than 50,000 shares of common stock of
VoiceStream.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to the Delaware General Corporation Law, a corporation may not
indemnify any director, officer, employee or agent made or threatened to be made
party to any threatened, pending, or completed proceeding unless such person
acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal proceedings, had no reasonable cause to believe that his or her conduct
was unlawful. The Delaware General Corporation Law also establishes several
mandatory rules for indemnification.
In the case of a proceeding by or in the right of the corporation to
procure a judgment in its favor (e.g., a stockholder derivative suit), a
corporation may indemnify an officer, director, employee or agent if such person
acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the corporation; provided, however, that no
person adjudged to be liable to the corporation may be indemnified unless, and
only to the extent that, the Delaware Court of Chancery or the court in which
such action or suit was brought determines upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
such court deems proper. A director, officer, employee, or agent who is
successful, on the merits or otherwise, in defense of any proceeding subject to
the Delaware General Corporation Law's indemnification provisions must be
indemnified by the corporation for reasonable expenses incurred therein,
including attorneys' fees.
The Company's bylaws provide for mandatory indemnification of the
Company's officers and directors and certain other persons to the fullest extent
permissible under Delaware law. In addition, the Company intends to enter into
an indemnification agreement with each of its executive officers and directors.
Pursuant to this indemnification agreement, the Company will indemnify the
executive officer or director against certain liabilities arising by reason of
the executive officer's or the director's affiliation with the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT DESCRIPTION
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4.1 -- VoiceStream Wireless Corporation 2000 Employee Stock Purchase
Plan
5.1 -- Opinion of Preston Gates & Ellis LLP
23.1 -- Consent of Preston Gates & Ellis LLP (see Exhibit 5.1)
23.2 -- Consent of Arthur Andersen LLP
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ITEM 9. UNDERTAKINGS
(a) The registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) That, for purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bellevue, State of Washington, on this 24th day of
February, 2000.
VOICESTREAM WIRELESS HOLDING CORPORATION
By /s/ Alan R. Bender
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Alan R. Bender
Executive Vice President, General
Counsel, Secretary and Director
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on this 24th day of February, 2000.
SIGNATURE TITLE
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/s/ John W. Stanton Chief Executive Officer
- ---------------------------------- (Principal Executive Officer)
John W. Stanton
/s/ Cregg B. Baumbaugh Executive Vice President-
- ---------------------------------- Finance, Strategy and
Cregg B. Baumbaugh Development (Principal
Financial Officer)
/s/ Patricia L. Miller Vice President, Controller
- ---------------------------------- and Principal Accounting
Patricia L. Miller Officer
/s/ Alan R. Bender Executive Vice President,
- ---------------------------------- General Counsel, Secretary
Alan R. Bender and Director
/s/ Donald Guthrie Director and Vice Chairman
- ----------------------------------
Donald Guthrie
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INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
EXHIBIT DESCRIPTION
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4.1 -- VoiceStream Wireless Corporation 2000 Employee Stock Purchase
Plan
5.1 -- Opinion of Preston Gates & Ellis LLP
23.1 -- Consent of Preston Gates & Ellis LLP (see Exhibit 5.1)
23.2 -- Consent of Arthur Andersen LLP