As filed with the Securities and Exchange Commission on June 11, 2001
Registration Statement No. 333- _________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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NTELOS Inc.
(Exact name of Registrant as specified in its Charter)
Virginia 54-1443350
(State or other jurisdiction of (I.R.S. Employer Identification Number
incorporation or organization)
P.O. Box 1990
Waynesboro, Virginia 22980
(Address of principal executive office, including zip code)
NTELOS Inc.
1997 STOCK COMPENSATION PLAN
(Full title of the Plan)
______________________
Michael B. Moneymaker
NTELOS Inc.
P.O. Box 1990
Waynesboro, Virginia 22980
(540) 946-3500
(Name, address, including zip code, and telephone number including area code,
of agent for service)
With a copy to:
David M. Carter, Esq.
Hunton & Williams
Bank of America Plaza
Suite 4100
600 Peachtree Street, N.E.
Atlanta, Georgia 30308-2216
(404) 888-4000
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered(1) per share(2) offering price registration fee
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Common Stock, no par value, including
rights to purchase the Company's 1,550,000 $19.88 $30,814,000 $7,704
Series A Junior Participating
Preferred Stock, no par ("Rights")(3)
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(1) This Registration Statement covers 1,550,000 additional shares of common
stock issuable under the registrant's 1997 Stock Compensation Plan (the
"Plan") by virtue of an amendment to the Plan increasing the number of
shares issuable under the Plan from 950,000 to 2,500,000.
(2) Calculated pursuant to Rule 457(c) on the basis of $19.88 per share, which
was the average of the high and low prices of the Common Stock as quoted
on the Nasdaq National Market on June 7, 2001.
(3) The Rights are evidenced by the certificates for shares of Common Stock
and automatically trade with the Common Stock. The Rights are currently
attached to and transferable only with shares of Common Stock registered
hereby. Value attributable to such Rights, if any, is reflected in the
market price of the Common Stock.
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INCORPORATION BY REFERENCE
Pursuant to General Instruction E on Form S-8 regarding the registration of
additional securities, NTELOS Inc. (the "Company") is hereby registering
additional shares of Common Stock in the number set forth on the cover page of
this Registration Statement. Such shares are of the same class as other
securities of the Company for which a previous registration statement has been
filed with the Securities and Exchange Commission (the "Commission") relating to
the Plan, and such registration statement, as listed below, is incorporated by
reference herein:
1. Registration Statement on Form S-8 (Registration No. 333-40753) filed on
November 21, 1997, relating to the Registrant's 1997 Stock Compensation
Plan.
2. The description of the Registrant's common stock without par value,
contained in the Registrant's Registration Statement on Form 8-B filed on
April 6, 1988.
3. The description of the Registrant's Rights, contained in the Registration
Statement on Form 8-A (Registration No. 000-16751) filed on February 29,
2000, as amended in the Registration Statement on Form 8-A/A (Registration
No. 001-15717) filed on August 10, 2000.
4. The Annual Report of the Registrant on Form 10-K for the fiscal year ended
December 31, 2000.
5. The Quarterly Report of the Registrant on Form 10-Q for the quarter ended
March 31, 2001.
6. The Current Reports of the Registrant on Form 8-K filed on January 24,
2001, February 13, 2001 and April 25, 2001.
7. The definitive Proxy Statement of the Registrant dated March 30, 2001, in
connection with the Annual Meeting of Shareholders held on May 8, 2001.
All documents filed with the Commission by the Registrant pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the effective date of this
Registration Statement and 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 into this Registration Statement and to be a part hereof from the date
of filing of such documents.
ADDITIONAL INFORMATION
The Plan originally had 950,000 shares reserved for issuance, all of which have
been issued. On December 4, 2000, the Board of Directors of the Company
approved an amendment to the Plan increasing the number of shares of Common
Stock reserved for issuance under the Plan by 1,550,000, subject to shareholder
approval. On May 8, 2001 the Company's shareholders approved the amendment to
the Plan to increase the number of shares of Common Stock reserved for issuance
under the Plan by 1,550,000. As of the date of this Registration Statement,
approximately 1,474,753 shares are available for issuance under the Plan.
All other provisions of the Plan remain, unchanged, in full force and
effect.
Item 8. Exhibits.
Exhibit No.
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5.1 Opinion of Hunton & Williams as to the legality of the securities
being registered (filed herewith).
23.1 Consent of Hunton & Williams (included in the opinion filed as
Exhibit 5.1 to the Registration Statement).
23.2 Consent of McGladrey & Pullen, LLP (filed herewith).
24.1 Power of Attorney (included on signature page).
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 Waynesboro, Commonwealth of Virginia on June 11,
2001.
NTELOS Inc.,
(Registrant)
By: /s/James S. Quarforth
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James S. Quarforth
Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated. Each of the
directors and/or officers of NTELOS Inc. whose signature appears below hereby
appoints James S. Quarforth and David M. Carter, and each of them severally, as
his attorney-in-fact to sign in his name and behalf, in any and all capacities
stated below and to file with the Securities and Exchange Commission, any and
all amendments, including post-effective amendments to this registration
statement, making such changes in the registration statement as appropriate, and
generally to do all such things in their behalf in their capacities as officers
and directors to enable NTELOS Inc. to comply with the provisions of the
Securities Act of 1933, and all requirements of the Securities and Exchange
Commission.
Signature Title Date
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/s/ James S. Quarforth Chief Executive Officer and Director June 11, 2001
- ------------------------------- (Principal Executive Officer)
James S. Quarforth
/s/ Michael B. Moneymaker Chief Financial Officer June 11, 2001
- ------------------------------- (Principal Financial and Accounting Officer)
Michael B. Moneymaker
/s/ J. Allen Laymen Chairman of the Board and President June 11, 2001
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J. Allen Layman
/s/ Carl A. Rosberg Director June 11, 2001
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Carl A. Rosberg
/s/ William W. Gibbs, V Director June 11, 2001
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William W. Gibbs, V
/s/ A. William Hamill Director June 11, 2001
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A. William Hamill
/s/ John B. Mitchell Director June 11, 2001
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John B. Mitchell
/s/ John N. Neff Director June 11, 2001
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John N. Neff
/s/ Phyllis H. Arnold Director June 11, 2001
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Phyllis H. Arnold
/s/ Anthony J. de Nicola Director June 11, 2001
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Anthony J. de Nicola
/s/ John B. Williamson, III Director June 11, 2001
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John B. Williamson, III
EXHIBIT INDEX
Exhibit No.
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5.1 Opinion of Hunton & Williams as to the legality of the securities
being registered (filed herewith).
23.1 Consent of Hunton & Williams (included in the opinion filed as
Exhibit 5.1 to the Registration Statement).
23.2 Consent of McGladrey & Pullen, LLP (filed herewith).
24.1 Power of Attorney (included on signature page).