UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
FORM 10-K/A
(Amendment No. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
_____________
For the fiscal year ended: December 31, 2000 Commission File: 0-16751
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)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
------------------- -----------------------------------------
NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock no par value per share
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO ____
-------
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 13, 2001, $262,404,275 (In determining this figure, the
registrant has assumed that all of its directors and executive officers are
affiliates. Such assumption shall not be deemed conclusive for any other
purpose. The aggregate market value has been computed based upon the average of
the bid and asked prices as of March 13, 2001.)
The number of shares of the registrant's Common Stock outstanding on March 13,
2001 was 16,852,922.
EXPLANATORY NOTE
This Amendment No. 1 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 2000, is being filed in order to amend the
disclosure in NTELOS' 2000 Annual Report to shareholders incorporated by
reference in Item 6. Selected Financial Data and Item 8. Financial Statements
and Supplementary Data, in order to revise the presentation of earnings per
share to reflect the deduction of dividend requirements on preferred stock from
income from continuing operations, and to present earnings per share from
discontinued operation, as follows:
Year Ended December 31,
2000 1999 1998
---- ---- ----
Basic earnings (loss) per common share:
Continuing operations $ (0.58) $ 0.45 $ 0.53
Discontinued operation 1.25 0.05 0.12
----------------- ----------------- -----------------
Basic earnings per common share $ 0.67 $ 0.50 $ 0.65
================= ================= =================
Diluted earnings (loss) per common share:
Continuing operations $ (0.58) $ 0.45 $ 0.52
Discontinued operation 1.25 0.05 0.13
----------------- ----------------- -----------------
Diluted earnings per common share $ 0.67 $ 0.50 $ 0.65
================= ================= =================
Average Shares outstanding - basic 13,106 13,042 13,008
Average Shares outstanding - diluted 13,106 13,113 13,094
This Amendment No. 1 also amends the disclosure contained in the "Quarterly
Review" in NTELOS' 2000 Annual Report to shareholders contained in Exhibit 13 to
the Annual Report on Form 10-K, as follows:
Third Fourth
Quarter Quarter
- --------------------------------------------------------------------------------
2000
Income (loss) from continuing operations per common
share--diluted .960 (1.543)
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized in City of Waynesboro,
Commonwealth of Virginia, on June 18, 2001.
NTELOS Inc.
a Virginia corporation
(Registrant)
By: /s/ James S. Quarforth
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James S. Quarforth
Chief Executive Officer