FILED PURSUANT TO RULE 424(b)(2)
FILE NO. 333-80469
PROSPECTUS SUPPLEMENT
(To prospectus dated July 22, 1999)
[LOGO OF TELEGENT]
5,000,000 Shares
Teligent, Inc.
Class A Common Stock
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We are offering 4,000,000 shares of our Class A common stock and Telcom
Ventures, L.L.C., one of our stockholders, is offering 1,000,000 shares of our
Class A common stock. We will not receive any proceeds from the selling
stockholder's sale of shares.
The shares of our Class A common stock are quoted on the Nasdaq National
Market under the symbol "TGNT." On April 3, 2000, the last sale price of the
shares as reported on the Nasdaq National Market was $54 5/8 per share.
Investing in our Class A common stock involves risks that are described
in the "Risk Factors" section beginning on page S-7 of this prospectus
supplement.
---------------
Per Share Total
--------- -----
Public offering price............................. $50.00 $250,000,000
Underwriting discount............................. $2.13 $10,650,000
Proceeds, before expenses, to Teligent............ $47.87 $191,480,000
Proceeds to Telcom Ventures....................... $47.87 $47,870,000
The underwriters may also purchase up to an additional 750,000 shares
from us and the selling stockholder, on a pro rata basis, at the public
offering price, less the underwriting discount, within 30 days from the date
of this prospectus supplement to cover over-allotments.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus supplement or the accompanying prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
The shares will be ready for delivery on or about April 7, 2000.
---------------
Merrill Lynch & Co.
Goldman, Sachs & Co.
Salomon Smith Barney
Credit Suisse First Boston
Chase H&Q Deutsche Banc Alex. Brown Lehman Brothers
---------------
The date of this prospectus supplement is April 3, 2000.
TABLE OF CONTENTS
Page
----
Prospectus Supplement
Note on Forward-Looking Statements....................................... S-2
Prospectus Supplement Summary............................................ S-3
Risk Factors............................................................. S-7
Use of Proceeds.......................................................... S-16
Price Range of Common Stock and Dividend Policy.......................... S-17
Dilution................................................................. S-17
Capitalization........................................................... S-18
Selected Financial Data.................................................. S-19
Management's Discussion and Analysis of Financial Condition and Results
of Operations........................................................... S-20
Business................................................................. S-26
Security Ownership of Beneficial Owners, Management and Selling
Stockholder............................................................. S-37
Description of Capital Stock............................................. S-40
United States Federal Tax Consequences to Non-U.S. Holders............... S-44
Underwriting............................................................. S-47
Legal Matters............................................................ S-49
Experts.................................................................. S-50
Incorporation of Documents by Reference.................................. S-50
Index to Financial Statements............................................ F-1
Page
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Prospectus
About This Prospectus.................................................... 4
Where You Can Find More Information About Teligent....................... 4
Note on Forward-Looking Statements....................................... 5
Teligent, Inc............................................................ 6
Ratio of Earnings to Fixed Charges and Preference Dividends.............. 7
Use of Proceeds.......................................................... 7
Description of Capital Stock............................................. 8
Description of Debt Securities........................................... 13
Description of Depositary Shares......................................... 22
Management............................................................... 24
Selling Stockholder...................................................... 28
Plan of Distribution..................................................... 28
Legal Matters............................................................ 30
Experts.................................................................. 30
NOTE ON FORWARD-LOOKING STATEMENTS
This prospectus supplement includes forward-looking statements. Forward-
looking statements can be identified by the use of forward-looking terminology
such as "believes," "expects," "may," "intends," "will," "should" or
"anticipates" or the negative or other variations of those words or similar
terminology, or by discussions of strategy. We have based these forward-looking
statements on our current expectations and projections about future events.
These forward-looking statements are subject to risks and uncertainties, and
assumptions about us, including those set forth under "Risk Factors."
Except as provided by law, we undertake no obligation to publicly update
or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. In light of these risks, uncertainties
and assumptions, the forward-looking events discussed in this prospectus
supplement or in the accompanying prospectus might not occur.
S-2
PROSPECTUS SUPPLEMENT SUMMARY
The following summary is qualified by, and should be read in conjunction
with, the more detailed information incorporated by reference in this
prospectus supplement. This prospectus supplement may add to, update or change
information in the accompanying prospectus. If information in this prospectus
supplement is inconsistent with the accompanying prospectus, this prospectus
supplement will apply and will supersede that information in the accompanying
prospectus. We have not, Telcom Ventures has not and the underwriters have not,
authorized any other person to provide you with different information. If
anyone provides you with different or inconsistent information, you should not
rely on it. We are not, Telcom Ventures is not and the underwriters are not,
making an offer to sell these securities in any jurisdiction where the offer or
sale is not permitted. You should assume that the information appearing in this
prospectus supplement and the accompanying prospectus is accurate as of the
date on the front cover of this prospectus supplement only. It is important for
you to read and consider all information contained in this prospectus
supplement and the accompanying prospectus in making your investment decision.
You should also read and consider the information in the documents we have
referred you to in "Incorporation of Documents by Reference" in this prospectus
supplement. In this prospectus supplement, "Teligent," "we," "us" and "our"
refer to Teligent, Inc., and, where appropriate, to our subsidiaries.
SmartWave(TM) is one of our trademarks and e.magine SM is one of our service
marks. Unless otherwise specified, the information contained herein does not
reflect the exercise of the underwriters' overallotment option.
Business
We are a full-service, facilities-based communications company. We offer
small and medium-sized business customers local and long distance telephony,
high-speed data and dedicated Internet access service over our digital
SmartWave(TM) local networks. Our SmartWave(TM) local networks integrate
advanced fixed wireless technologies with traditional broadband wireline
technology. Our digital wireless technology provides many of the advantages of
fiber and can transport information within the network at up to 155 Megabits
per second, or Mbps, also known as OC-3 speed. We believe this technology
addresses the growing marketplace demand for the delivery of broadband
applications and services. This demand results in part from the increased
acceptance and reliance on the Internet by business users as well as the
emergence of bandwidth intensive applications such as electronic commerce,
streaming audio and video and large data file transfers.
We believe we are well positioned to capture revenues in the rapidly
growing, approximately $150 billion U.S. business local exchange, long
distance, Internet, and data communications markets. Incumbent local exchange
carriers, or ILECs, whose networks are increasingly burdened by capacity
constraints, have historically provided local exchange services. These capacity
constraints are a result of increased data traffic and the inherent
inefficiency of the ILECs' older, copper wire-based networks. The need for
companies that can alleviate this local access bottleneck, coupled with changes
in the regulatory environment intended to enhance competition, has created
opportunities for providers of broadband access such as ourselves. We are
currently offering commercial service using our SmartWave(TM) local networks in
40 major market areas that comprise more than 580 cities and towns with a
combined population of more than 100 million people.
Business Strategy
Our goal is to be a premier full-service, facilities-based communications
provider to small and medium-sized businesses. Our strategy is as follows:
. Rapid deployment of local broadband networks to alleviate the last
mile local bottleneck;
. Target small and medium-sized businesses;
S-3
. Focus on the local, data and Internet markets;
. Continue to build infrastructure to support growth;
. Develop brand awareness and deliver high quality customer service; and
. Leverage our experience to expand internationally.
Financing Plan
We have approximately $401.9 million of cash, cash equivalents and short-
term investments as of March 14, 2000, and approximately $600 million available
under our credit facilities ($250 million of which we do not expect to be
available until the second half of 2000). In addition, we expect to raise
proceeds from this offering and proceeds from a concurrent offering of
convertible preferred stock. We expect that, with the addition of the net
proceeds from this offering, we will have sufficient funds for our planned
capital expenditures and operating expenses into the second quarter of 2001.
The actual timing and amount of money required for development of our business
and to fund net operating expenses, however, may vary materially from our
estimates, and, consequently, we may require additional funds. In such an
event, we may need to obtain additional financing earlier, which may include
further borrowings under credit facilities, vendor financings, and the sale or
issuance of equity and debt securities.
Recent Developments
On January 14, 2000, Liberty Media Corporation acquired The Associated
Group, Inc., one of Teligent's original stockholders. As a result, Liberty
Media acquired Associated's beneficial ownership interest in Teligent,
representing approximately 33.5% of the total issued and outstanding shares of
our common stock as of March 14, 2000, after giving effect to conversion of the
Series A preferred stock. Liberty Media, which holds most of the assets
included in the Liberty Media Group, is an indirect wholly owned subsidiary of
AT&T Corp.; however, the management of Liberty Media Group is not controlled by
AT&T.
On February 28, 2000, the Company and two of its stockholders entered
into agreements to make major investments in ICG Communications, Inc., a fiber-
based communications company. We expect to acquire approximately three million
shares of ICG stock in an all-stock transaction in exchange for one million
shares of Teligent Class A common stock. The closing of the ICG transaction is
subject to regulatory and stockholder approval and satisfaction of other
customary closing conditions. The ICG transaction is expected to close during
the second quarter of 2000. In addition, Teligent and ICG have signed a
memorandum to negotiate an agreement that will enable us to explore
opportunities to leverage many of ICG's backbone facilities and other assets to
extend the reach of our network, improve our network efficiency and reduce our
network costs.
On March 17, 2000, our board of directors approved a two-for-one split of
our common stock. The split is conditioned on an amendment to our certificate
of incorporation to increase the number of authorized shares of common stock
that requires approval by our stockholders. We expect the split to occur in or
after May 2000. The split is not reflected in any of the share numbers included
in this prospectus supplement.
Corporate Information
Our principal executive office is located at 8065 Leesburg Pike, Suite
400, Vienna, Virginia 22182 and our telephone number is 703.762.5100. Our Web
site address is www.teligent.com. None of the information contained on Web
sites maintained by us is a part of this prospectus or the registration
statement of which this prospectus supplement forms a part.
S-4
The Offering
Class A common stock to
be sold by Teligent..... 4,000,000 shares
Class A common stock to
be sold by the selling
stockholder............. 1,000,000 shares
Common stock to be
outstanding after the
offering based on the
balance of shares
outstanding as of March
14, 2000 adjusted for
this offering:
Class A common stock... 37,781,419 shares (1)(2)(3)
Class B common stock... 21,260,610 shares (1)
Voting rights............ The holders of the Class A and Class B common stock
vote together. The holders of Series A preferred
stock vote with the holders of common stock on an as
converted basis. The outstanding shares of Series A
preferred stock have an aggregate of 8,858,609
votes. Pursuant to the terms of our certificate of
incorporation and a shareholders agreement, certain
of our stockholders have the right to elect the
members of our board of directors. See "Description
of Capital Stock."
Use of proceeds.......... To fund working capital, capital expenditures, net
operating expenses, and other general corporate
purposes, including joint ventures, acquisitions and
spectrum auctions. See "Use of Proceeds."
Risk factors............. See "Risk Factors" beginning on page S-7 for a
discussion of factors you should carefully consider
before deciding to invest in shares of our Class A
common stock.
Nasdaq National Market
symbol.................. TGNT
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(1) Reflects conversion of the 1,000,000 shares of Class B-Series 2 common
stock into 1,000,000 shares of Class A common stock in connection with the
offering by our selling shareholder.
(2) Excludes 14,454,003 shares of Class A common stock issuable under our stock
option plan as of March 14, 2000, including 5,189,764 shares of Class A
common stock issuable upon exercise of options with a weighted average
exercise price of $7.02 per share. Except as set forth in footnote (1),
excludes conversion of Class B common stock into Class A common stock.
Excludes 8,858,609 shares of Class A common stock issuable upon conversion
of our outstanding Series A preferred stock.
(3) Excludes 1,000,000 shares of our Class A common stock expected to be issued
in exchange for approximately 3,000,000 shares of common stock of ICG.
S-5
SUMMARY FINANCIAL AND OPERATIONAL DATA
Years Ended December 31,
--------------------------------
1999 1998 1997
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(in thousands, except per
share data)
Statement of Operations Data:
Revenues.................................... $ 31,304 $ 960 $ 3,311
Cost of services............................ 207,358 79,920 4,785
Sales, general and administrative........... 205,769 123,380 38,398
Interest expense............................ (88,347) (66,880) (5,859)
Interest and other income................... 18,450 34,106 3,242
Net loss.................................... (528,913) (281,471) (138,054)
Net loss applicable to common stockholders.. (531,819) (281,471) (138,054)
EBITDA...................................... (381,823) (202,340) (39,872)
Basic and diluted net loss per common
share...................................... (9.95) (5.35) (2.94)
Weighted average common shares outstanding.. 53,423 52,597 46,951
Balance Sheet Data:
Cash and cash equivalents................... $ 440,293 $ 416,247 $ 424,901
Working capital............................. 342,706 302,408 441,316
Property and equipment, net................. 402,989 180,726 8,186
Total assets................................ 1,131,843 763,434 607,380
Long-term debt, less current portion........ 808,799 576,058 300,000
Series A convertible redeemable preferred
stock...................................... 478,788 -- --
Stockholders' equity (deficit).............. (441,917) 31,053 285,146
Operational Data:
Commercial markets.......................... 40 15 N/A
Leases/options(1)........................... 7,555 2,389 N/A
On-net buildings(2)......................... 2,498 179 N/A
Installed lines(3).......................... 164,000 9,045 N/A
Installed customers......................... 15,007 1,176 N/A
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(1) Number of buildings for which we have secured building access agreements
(leases) or the option to execute such an agreement.
(2) Number of buildings which have passed our network operations center
certification tests and are able to carry commercial traffic.
(3) Lines reported as total voice-grade equivalents installed. Does not double-
count lines carrying both local and long distance service.
S-6
RISK FACTORS
Before making an investment in shares of our Class A common stock, you
should carefully consider the following risks, in addition to the other
information contained in this prospectus supplement and the accompanying
prospectus.
We have had operating losses and negative cash flow since our inception and we
expect that significant losses will continue in the future
Development of our telecommunications infrastructure and other elements
of our business is costly, and these costs have resulted in and will continue
to result in negative cash flow at least until we establish a larger customer
base and complete more of our network. We expect to continue to generate
significant operating and net losses for several years. The extent to which we
continue to experience negative cash flow in the future will be affected by a
variety of factors including:
. our pace of entry into new markets;
. the time and expense required for building our planned network
including securing equipment with appropriate capabilities, securing
building access, and installing the equipment and making it
operational;
. our ability to acquire fixed wireless spectrum in new markets and
retain fixed wireless spectrum in existing markets;
. our ability to attract and retain customers;
. the impact of changes in telecommunication laws and regulations
(including laws concerning the Internet, and cable and electric
companies);
. our ability to secure acceptable interconnection arrangements with
incumbent local exchange carriers, or ILECs, and Internet service
providers, or ISPs;
. the timely development and acceptance of our products and services
and the perceived overall value of these products and services by
users, including the features, pricing and quality compared to
competitors' products and services;
. failure of vendors to supply critical telecommunications equipment;
. our ability to adjust to rapid changes in technology, services and
industry standards;
. the willingness of users to substitute competitors' products and
services for our products and services;
. our success in gaining regulatory approval of our product and service
offerings, when required;
. the intensity of industry competition;
. our ability to raise additional funds to pursue our business plan;
. our ability to identify and ally with suitable local partners in
international markets; and
. general economic conditions.
We may be unable to acquire the significant additional capital necessary to
develop and expand our business
We will require significant capital to, among other things, finance the
further development and expansion of our business and deployment of our
services, including purchasing and installing equipment, operating our network,
obtaining additional spectrum licenses, financing future acquisitions,
investing in our international expansion and joint ventures, leasing office
space, hiring and retaining employees, and for
S-7
working capital and debt service purposes. Based on our current business plan,
we plan to incur between $300 and $400 million in capital investments in the
year 2000. With our existing cash, cash equivalents and short-term investments,
the $600 million expected to be available under our credit facilities during
2000 and the net proceeds from this offering, we expect to have sufficient
funds to operate our business into the second quarter of 2001. The actual
timing and amount of money required for development of our business and to fund
net operating expenses, however, may vary materially from our estimates and,
consequently, we may require additional funds. Some of the factors which could
cause our estimates to vary include:
. significant departures from our current business plan;
. accelerated roll-out of our products and services in our licensed
market areas;
. financial commitments associated with potential future acquisitions,
international expansion or joint ventures;
. deployment delays;
. cost overruns associated with network deployment;
. engineering design changes in our network topology;
. timing of receipt of requisite regulatory approvals;
. inability to draw fully on credit facilities if we fail to satisfy a
covenant or a performance test thereunder;
. a downturn in general economic conditions of our business;
. expenses associated with new spectrum acquisitions and auctions; and
. other unanticipated expenses.
In such event, we may need to obtain additional financing earlier, which
may include further borrowings under credit facilities, vendor financings, and
the sale or issuance of equity and debt securities. We cannot assure you that
additional financing will be available to us or, if available, that it can be
obtained on a timely basis and on acceptable terms. Failure to obtain
additional financing could require us to modify, delay or abandon some of our
planned future expansion or expenditures and could have a material adverse
effect on our business, financial condition and results of operations.
Because we may not have adequate sources of cash to service our debt,
finance anticipated capital expenditures, finance possible future acquisitions
and fund working capital requirements, we may need to refinance our debt
obligations, and we do not know if this refinancing will be available, or
available on reasonable terms. If we are unable to obtain adequate financing or
refinancing on satisfactory terms, we would have to consider other options in
order to meet our debt service requirements, such as altering our business
plan, selling certain assets or additional equity or pursuing other
alternatives available to us.
The agreements governing our debt impose significant restrictions on our
business and financing activities
The indentures, the credit agreement and other instruments governing our
debt impose significant operating and financial restrictions on us, including
certain limitations on our ability to incur additional debt, pay dividends,
redeem capital stock, sell assets, engage in mergers or acquisitions or make
investments, transact with affiliates, sell stock of subsidiaries and place
liens on our assets. In addition, our credit facility contains certain
covenants, including covenants regarding the achievement of certain performance
targets and the maintenance of certain financial ratios.
We may not be able to comply with the covenants in the credit agreement.
Failure to observe or perform one or more of the covenants in the credit
agreement at any given time will require us to obtain a
S-8
waiver or consent from the lenders, go into default under the credit facility
or under some or all of our other debt instruments or refinance the credit
facility. Such a waiver, consent or refinancing may not be available to us or
may not be available on reasonable terms. Our failure to comply with any of
these covenants or restrictions could also limit our ability to obtain future
financings. Limitations on our ability to obtain future financings could also
have an adverse effect on our operations, the market price of our securities
and/or our ability to make principal and interest payments on outstanding debt
or distributions on our common stock.
We have a limited operating history, and rapid expansion of our operations may
place a significant strain on our management, financial and other resources
We began operations in 1997. The execution of our business plan has
resulted in, and is expected to continue to result in, rapid expansion of our
operations. Our ability to manage this expansion effectively will depend upon
our ability to:
. manage operations;
. control costs;
. maintain regulatory compliance;
. integrate acquired businesses;
. maintain customer satisfaction;
. significantly expand our internal management, administrative,
technical, information, billing and accounting systems; and
. attract, assimilate and retain qualified management and professional
and technical personnel.
If we are unable to achieve any of the above in an efficient manner and
at a pace consistent with the growth of our business, customers could
experience connection delays and lower levels of customer service. Failure to
meet the demands of customers and to manage the expansion of our business and
operations could have a material adverse effect on our business, financial
condition and results of operations.
We rely on a limited number of third parties to supply telecommunications
equipment critical for the services we provide
We currently obtain our telecommunications equipment from a limited
number of suppliers. Any delay, reduction or interruption in supply from any of
our suppliers, or failure of equipment to meet our standards could disrupt our
ability to deploy our telecommunications infrastructure. Although several
manufacturers currently produce or are developing equipment that we believe
will meet our current and anticipated requirements, no industry standard or
uniform practice currently exists for our 24 GHz wireless telecommunications
equipment. Further, we do not have the capability to manufacture, nor do we
anticipate establishing the capacity to manufacture, any of our
telecommunications equipment. Additionally, our suppliers may not be able to
manufacture and deliver the volume of equipment we order.
The market for our fixed wireless service is new and widespread acceptance is
uncertain
Fixed wireless telecommunications services represent an emerging sector
of the telecommunications industry, and the demand for these services is
uncertain. We expect that substantial marketing efforts, time and expense will
be required to stimulate demand for our wireless services. Substantial markets
may not develop for our wireless services, or, if such markets were to develop,
we may not be able to attract and maintain a sufficient revenue-generating
customer base or operate profitably.
S-9
Our ability to secure building access affects our operations
In order to obtain the necessary access to install our transmit/receive
antennas and to provide service to our intended customers, we must secure roof
and other building access rights or rights to access other line of sight
locations. We must also secure access to conduits and wiring within each
building or other structure on which we propose to install our equipment, and
may require construction, zoning, franchises or other governmental permits. We
may not succeed in obtaining the roof and other building access rights from the
building owners or the construction, zoning, franchises or other governmental
permits, necessary to establish wireless services to all or most potential
customers in our market areas at reasonable costs or on favorable terms, or at
all, and delays or failures in obtaining such rights or permits may also have a
material adverse effect on our business, financial condition and results of
operations.
Line of sight and distance requirements place restrictions on our operations
Line of sight and distance limitations generally do not present problems
in urban areas due to the existence of tall structures from which to transmit
and the concentration of customers within a limited area. Line of sight and
distance limitations in non-urban areas can arise due to lack of structures
with sufficient height to clear local obstructions. We generally expect to be
able to install additional antennas to resolve line of sight and distance
issues. However, these limitations may render our wireless services
uneconomical in certain locations. In such cases, we may (1) decide to provide
services that are uneconomical in the short term, (2) use alternative methods
of transmission to provide services on a more economical basis, or (3) decide
not to provide services to potential customers in these locations.
Our network may experience failure or delays and errors in transmission and
expose us to potential liability
Our network consists of a complex collection of various communications
equipment, software, operating protocols and proprietary applications for the
broadband transmission of large quantities of data. It is possible that data
carried over our networks may be lost, delayed or distorted. Loss, delay or
distortion of customer data may cause significant losses to a customer using
our network. Our network may also contain undetected design faults and software
bugs that, despite our testing and usage, may be discovered only at a later
date. The failure of any of our network components due to yet undiscovered
faults and software bugs could result in the interruption of customer service
until we effect the necessary repairs. Such a failure, fault or loss could also
result from other causes, including natural disasters, power losses, security
breaches and computer viruses. These failures, faults or errors could cause
delays and service interruptions and expose us to customer liability or require
expensive modifications to our network that could have a material adverse
effect on our business.
We may be unable to adjust to rapid changes in technology, services and
industry standards
The telecommunications industry has experienced rapid technological
advances, changes in end user requirements, frequent introduction of new
services, evolving industry standards and decreases in the cost of equipment.
We expect these changes to continue, and believe that our long-term success
will increasingly depend on our ability to offer services that take advantage
of advanced technologies and to anticipate or adapt to evolving industry
standards. Changes in technology pose the following risks:
. our wireless services may become economically or technically outdated
by technology or services now existing or developed and used in the
future;
. we may not have sufficient resources to develop or acquire new
technologies or to introduce new services capable of competing with
future technologies or service offerings; and
. our inventory of equipment may be rendered obsolete.
S-10
We operate our business in a highly competitive industry
The telecommunications services industry is highly competitive, and we
expect that competition will intensify in the future. We compete with a wide
range of service providers for each of the services that we provide. Many of
our competitors have long-standing relationships with customers and suppliers
in their respective industries, greater name recognition, less leverage and
significantly greater financial, technical and marketing resources than we do.
Moreover, as competition continues to increase in the telecommunications
market, we expect a significant increase in general pricing pressures. We
expect to compete on the basis of local service features, quality, price,
reliability, customer service and rapid response to customer needs while
providing local and long distance voice, data, video and Internet access.
Since the launch of our commercial services, we have marketed our
telecommunications services to potential customers in 40 markets. However, we
may not be able to compete effectively in any of our market areas. At this
time, we have not obtained significant portions of the telecommunications
business in any of our existing markets or future markets, nor do we expect to
do so in the near future given the size of the local telecommunications market,
the intense competition therein and the diversity of customer requirements.
Advances in communications technology are continuing and other new
technologies may become competitive with technologies that we deploy. For
example, there are several alternatives for providing high-bandwidth capacity,
including coaxial cable, unlicensed spectrum, fixed wireless spectrum at
various frequency bands and digital subscriber line technology. Changes in the
marketplace and the regulatory and legislative environment are also taking
place, potentially increasing the number of competitors we may face. For
example, this year the first ILECs affiliated with a Regional Bell Operating
Company will provide in-region long distance services pursuant to Section 271
of the Communications Act. Bell Atlantic was granted this authority in December
1999 for the State of New York and began offering a full bundle of services on
January 5, 2000. SBC sought similar authority for the State of Texas on January
10, 2000 and other applications may follow. We cannot predict the impact these
developments will have on our ability to successfully market our services in
these states. In addition, the growing consolidation of telecommunications
companies and the formation of strategic alliances within the
telecommunications industry may create significant new competitors. For
example, building owners and large real estate investment trusts have announced
plans to create competitive service providers of their own for servicing
multitenant environments where we seek to compete. We cannot predict to what
extent competition from such developing and future technologies or from such
future competitors will have a material impact on our operations.
The extent to which ILECs cooperate with us affects our business
The Telecommunications Act of 1996, and the regulations thereunder, as
well as other federal and state statutes and rules, create an obligation for
the ILECs with whom we are competing to cooperate with us and other
competitors, for example, by transferring customers and by providing
interconnection, number portability, transport and unbundled network elements.
If this cooperation is not provided appropriately, ILEC end-users may not be
able to communicate seamlessly with Teligent end-users and vice-versa,
customers may experience temporary loss of dial tone when they switch service
or may experience other delays and inconvenience. Many competitive carriers,
including Teligent, have experienced some or all of these problems and have
lost some customers as a result.
We are subject to extensive federal and state laws, rules and regulations
Our telecommunications services are subject to federal, state, local and
foreign government regulation which continually change. These regulations often
have a direct or indirect impact on the costs of operating our networks and,
therefore, the profitability of our services. These regulations also have a
direct or indirect impact on the costs our competitors incur and the prices
they can charge, including their ability to price flexibly in response to
competition and to handle various products and services to make their offerings
more attractive to customers. Today, certain of our largest ILEC competitors
have been granted pricing flexibility in some
S-11
jurisdictions for certain services and others have been authorized to offer
long distance and other services that compete with our bundled offerings. We
are not able to predict what effect these regulations and changes to these
regulations will have on the telecommunications industry in general and on us
in particular. In addition, if any communications regulatory body deems us to
be an affiliate of any of our stockholders, we may be subject to financial or
regulatory burdens or obligations to which we would not otherwise be subject.
Numerous federal, state and local regulatory decisions are expected
regarding issues that may materially affect us, including but not limited to
the rules governing use of the spectrum licensed to us in any frequency band
and the radio equipment we use, universal service, preemption of barriers to
competition and access to rights-of-way and buildings. For example, the FCC has
proposed to adopt new rules for future fixed wireless licensing in the 24 GHz
band which include proposals to auction available spectrum and to adopt
modified service rules for 24 GHz operations. The licensing rules which the FCC
has proposed may never be adopted. Moreover, the point-to-multipoint equipment
we currently use may not comply with the service rules ultimately adopted by
the FCC. The FCC is also considering whether to adopt new rules to address non-
discriminatory building access for all service providers. These rules may never
be adopted, and if they are, they may not enhance our ability to gain access.
Although we generally do not intend to install facilities in public
rights-of-way, some municipalities nevertheless may claim that we must pay
franchise or rights-of-way fees. As we and several other providers have
experienced before, we may become involved in litigation or administrative
proceedings regarding whether local franchise requirements must be satisfied
and what constitutes use of public rights of way. We cannot predict that any
regulation, litigation or proceeding will broaden our available opportunities
or whether it will have a material adverse effect on our business, financial
condition and results of operations.
Certain of our interconnection agreements are currently being
renegotiated because they have reached their expiration dates and others will
reach their expiration dates and will become subject to renegotiation this
year. While these agreements contain provisions for uninterrupted
interconnection during the renegotiation period, we may not be able to obtain
comparable provisions in the subsequent agreements or we may have to resort to
the states for resolution pursuant to arbitration under the Telecommunications
Act. In November 1999, the FCC adopted new rules for unbundled network elements
(UNEs). While we rely less on UNEs than many of our competitors, we may not be
able to obtain provisions in interconnection agreements that incorporate these
UNE modifications to benefit us. See "Business--Government Regulation."
The loss or decline in value of our wireless licenses or our inability to renew
our fixed wireless licenses could have a material adverse effect on our
business
The FCC's current policy is to align the expiration dates of all fixed
wireless licenses of a particular service such that they mature concurrently
and, upon expiration, to renew all such licenses for ten years. The initial
term of most currently outstanding fixed wireless licenses, including our
licenses, expires on February 1, 2001. While custom and practice of the FCC
establish a presumption in favor of granting renewal of licenses to licensees,
this presumption requires that the licensee substantially comply with its
regulatory obligations during the license period. We believe that we have been,
and currently are, in substantial compliance with our fixed wireless licenses.
If we fail to comply with our regulatory obligations or the FCC modifies the
criteria or conditions for renewal, the FCC may choose not to renew one or more
of our licenses, which would render us unable to provide service in the area
covered by such licenses.
The value of our licenses may change. Our licenses are essential assets,
the value of which will depend significantly upon the success of our fixed
wireless telecommunications operations and the future direction of the fixed
wireless segment of the telecommunications industry. The value of licenses to
provide fixed wireless services also may be affected by fluctuations in the
level of supply and demand for such licenses. Any assignment of a license or
transfer of control by an entity holding a license is subject to certain
transfer restrictions, including prior federal regulatory approval, which may
impact our ability to obtain additional
S-12
licenses. In some instances, state regulatory approval as it relates to the
provision of telecommunications services by the provider using such licenses in
that state is required.
Regulatory restrictions on foreign ownership of stock may affect our business
The Communications Act of 1934 imposes statutory limits on foreign
ownership, with some exceptions, of the common stock of companies that directly
or indirectly hold wireless and other common carrier licenses used in the
telecommunications industry. Greater detail about foreign ownership limitations
can be found under the heading "Business--Government Regulation". We believe
that we are currently in compliance with the Communications Act's foreign
ownership limits and the applicable FCC rules, regulations, orders and notices
related thereto. A significant amount of our common stock is held in nominee
name and, thus, we are not aware of the citizenship of the actual beneficial
owners of such shares. Moreover, shares of our stock, and the stock of some of
our significant stockholders, are publicly traded and thus ownership is subject
to change at any time upon any transfer of direct or indirect ownership of our
common stock. Further, holders of our convertible preferred stock may in the
future register their shares and convert them to shares of our Class A common
stock, resulting in more publicly traded common stock. Accordingly, we cannot
guarantee that we will remain in compliance with the Communications Act's
foreign ownership limits.
If the FCC were to determine that the foreign ownership of our stock
exceeded the Communications Act's foreign ownership limits and the related FCC
orders, it could revoke our licenses, require us to take actions necessary to
reduce such foreign ownership so as not to exceed the statutory limits, or
determine that it was in the public interest to allow us to maintain such
foreign ownership levels. Our certificate of incorporation authorizes the board
of directors to redeem equity securities owned by non-U.S. citizens and
companies at their then-current market value in order to ensure compliance with
the Communications Act and the FCC's rules. See "Description of Capital Stock--
Restriction on Foreign Ownership" in the accompanying prospectus. These
restrictions on foreign ownership could adversely affect our ability to attract
additional equity financing from entities that are, or are owned by, non-U.S.
persons.
Our entry into various international markets will subject us to many additional
risks as we seek to enter such markets and as we become operational in such
markets
We plan to expand the offering of our telecommunications services
internationally through joint ventures with local partners or otherwise.
Certain risks inherent to our entering foreign markets and doing business
within such markets include:
. regulatory limitations delaying, restricting or prohibiting us from
providing our services, including the inability to acquire spectrum
rights or other licenses or our failure to satisfy the requirements
of those licenses once awarded;
. ability to enforce our rights under foreign laws;
. our ability to successfully negotiate definitive agreements with our
international joint venture partners;
. our status as a minority partner in joint ventures limiting our
ability to manage such joint ventures;
. difficulties in staffing and managing our international operations;
. unanticipated changes in, or impositions of, regulatory requirements;
. difficulties in obtaining acceptable interconnection agreements with
foreign incumbent carriers;
. unanticipated changes in tariffs, customs, duties and other trade
barriers;
. limitations on our flexibility in structuring our foreign investments
imposed by the agreements governing our outstanding indebtedness;
S-13
. restrictions on capital or profit repatriations;
. longer payment cycles and problems in collecting accounts receivable;
. political risks;
. pricing pressures resulting from the entry of new competitors or
strategic alliances of existing competitors;
. fluctuations in exchange rates of international currencies; and
. potentially adverse tax consequences resulting from operating in
multiple countries with different laws and regulations.
Possible future acquisitions may place a significant strain on our management,
financial and other resources
We actively evaluate potential acquisitions. The pursuit of acquisition
opportunities will place significant demands on the time and attention of our
senior management and may involve considerable financial and other costs with
respect to identifying and investigating acquisition candidates, negotiating
acquisition agreements and integrating the acquired businesses with our
existing operations and operating the business after acquisition. In the event
we conduct acquisitions in which the consideration paid includes cash, we may
require additional financing earlier than expected. Employees and customers of
acquired businesses may sever their relationships with these businesses during
or after such an acquisition. We cannot assure you that we will be able to
consummate any acquisitions successfully or integrate any business that we may
acquire.
Concern over radio frequency emissions may adversely affect our business
The use of wireless equipment has been alleged to pose health risks to
humans due to radio frequency emissions from transmitting units, such as the
units we use in our systems. Any allegations of health risks, if proven, could
result in claims of liability on our part and adverse rulings. In addition, we
could be required to reduce power in our transmissions or otherwise change the
way we operate in order to reduce emissions to acceptable levels. Concerns over
radio frequency emissions also may have the effect of discouraging the use of
wireless communications devices such as ours. Any of these results could have a
material adverse effect on our financial condition. In the United States, the
FCC has adopted guidelines and methods for evaluating the environmental effects
of such emissions from FCC regulated transmitters, including wireless antennas.
The FCC has determined that the fixed wireless antennas which we currently
deploy offer little potential for causing radio frequency exposure in excess of
its guidelines. Although the current guidelines and methods generally are more
stringent than those previously in effect, we believe that all of our equipment
and operations comply with applicable FCC guidelines.
Misappropriation of our technology may adversely affect our business
We rely upon a combination of licenses, confidentiality agreements and
other contractual covenants to establish and protect our technology, trade
secrets and other intellectual property rights. We currently have two patent
applications pending. We cannot be sure that the steps we have taken will
adequately prevent misappropriation of our technology, trade secrets or other
intellectual property. As needed, we will continue to file lawsuits and take
other appropriate steps to protect other technology, trade secrets and other
intellectual property rights. We believe that our business as currently
conducted does not violate or infringe upon technology or intellectual property
rights of others. A third party could assert a claim against us for the
unauthorized use of their technology and, in the event of an unfavorable ruling
on any such claim, a license or similar agreement to use technology that we
rely upon in the conduct of our business may not be available on reasonable
terms. Loss of such rights or failure to obtain similar licenses or agreements
may have a material adverse effect on our business, financial condition and
results of operations.
S-14
Our operations and financial results could be adversely affected if mission
critical systems provided by our vendors experience Year 2000 related incidents
Our mission-critical infrastructure transitioned into 2000 and beyond
February 29, 2000, without incident. We have not been advised that any of our
significant suppliers or customers experienced any significant disruptions due
to the Year 2000 issue, and hence do not believe that any such disruption
occurred. In the event that unknown claims are hereafter brought to our
attention, we may be required to expend significant management time and
resources to investigate and defend against such claims.
Certain of our stockholders have agreed to designate members of our board of
directors
Certain of our stockholders have entered into an agreement which
provides, among other things, that the parties will vote their shares so that
our board of directors shall consist of eight directors, of which three
directors will be nominees of Liberty Media and two directors will be nominees
of Telcom. The other three directors will be Alex J. Mandl for so long as he is
our chief executive officer, and one director designated by each of NTT, the
holder of our Series B-3 common stock, and Hicks, Muse for so long as they
maintain their respective shareholdings above specified thresholds. See
"Description of Capital Stock--Common Stock". These stockholders may have
interests that are inconsistent with each other and the interests of our other
stockholders.
Our charter and by-laws contain provisions making it more difficult to obtain
stockholder approval in change of control situations
Our certificate of incorporation and bylaws contain provisions that could
discourage certain transactions involving an actual or threatened change of
control. In addition, our board of directors is authorized to issue, without
stockholder approval, one or more series of preferred stock having such
preferences, powers and other rights as our board of directors may determine.
These provisions may have the effect of discouraging a third party from making
a tender offer or otherwise attempting to obtain control of us even though such
a transaction might be economically beneficial to us and our stockholders. See
"Description of Capital Stock" in the accompanying prospectus.
Shares eligible for future sale may cause the market price for our common stock
to drop significantly, even if our business is doing well
We cannot predict the effect, if any, that future sales of our Class A
common stock or the availability of shares for future sale will have on the
market price of our Class A common stock from time to time. After this offering
based on information which is current to March 14, 2000, we will have
outstanding or issuable upon the conversion of our Series A preferred stock
67,900,638 shares of Class A and Class B common stock. This includes the
1,000,000 shares of Class A common stock the selling stockholder is selling in
this offering, the 8,858,609 shares of Class A common stock issuable upon
conversion of our outstanding Series A preferred stock and the 15,036,289
shares held by the public. These shares may be resold in the public market
immediately. The remaining 42,005,740 of our shares of common stock and other
shares of common stock issued in the future may become available for resale in
the public market from time to time, and the market price of our Class A common
stock could drop significantly if the holders of these remaining shares sell
them or are perceived by the market as intending to sell them.
The market price of our Class A common stock has fluctuated significantly,
sometimes in a manner unrelated to our performance
The market price of our Class A common stock could vary widely in
response to various factors and events, including:
. press and analyst reports;
S-15
. rumors in the marketplace regarding our activities;
. regulatory and industry trends; and
. variations in our operating results and the difference between our
actual results and the results expected by investors and analysts.
Since our Class A common stock has been publicly traded, its market price
has fluctuated over a wide range and we expect it to continue to do so in the
future. In addition, the stock market in recent years has experienced broad
price and volume fluctuations that have often been unrelated to the operating
performance of companies, particularly telecommunications and technology
companies. These broad market fluctuations also may adversely affect the market
price of our common stock.
Our failure to hire or retain qualified personnel could harm our business
There is significant competition for employees with requisite skills. We
may not be able to attract sufficient qualified employees in the future to
sustain and grow our business, and may not be successful in motivating and
retaining the employees we are able to attract. Employees trained by us may
leave to work at companies that compete with us.
USE OF PROCEEDS
Our net proceeds from this offering will be approximately $189.0 million,
$217.7 million if the underwriters exercise their over-allotment option in
full, after deducting the underwriting discount and estimated offering expenses
that we will have paid. Our net proceeds will be used to fund working capital,
capital expenditures, net operating expenses and other general corporate
purposes, which may include joint ventures, acquisitions and spectrum auctions.
Part of our strategy may be to make acquisitions in the future, some of which
may be significant. We currently have no undisclosed definitive agreements with
respect to any material acquisition or joint venture, although from time to
time we have discussions with other companies and assess opportunities on an
ongoing basis. We will not receive any proceeds from the sale of shares in this
offering by the selling stockholder.
S-16
PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY
The Class A common stock is listed and traded on the Nasdaq National
Market under the symbol "TGNT." The following table sets forth for the periods
indicated the high and low closing prices of the Class A common stock as
reported by Nasdaq.
High Low
--------- ---------
1997
Period from November 21, 1997 to December 31, 1997(1)..... $25 15/16 $23 1/2
1998
First Quarter............................................. $34 15/16 $24 1/4
Second Quarter............................................ 31 5/8 26 1/4
Third Quarter............................................. 33 1/4 19 1/2
Fourth Quarter............................................ 33 21 15/16
1999
First Quarter............................................. $43 1/2 $30
Second Quarter............................................ 62 1/2 39 3/16
Third Quarter............................................. 75 5/8 46
Fourth Quarter............................................ 65 1/4 42 11/16
2000
First Quarter............................................. $97 1/2 $57 7/8
- --------
(1) The Class A common stock was not publicly traded prior to November 21,
1997.
On April 3, 2000, the last reported sale price of the Class A common
stock as reported by Nasdaq was $54 5/8. As of March 14, 2000, there were
approximately 210 holders of record of the Class A common stock.
We have not paid any cash dividends on our common stock in the past and
do not anticipate paying any cash dividends on our common stock in the
foreseeable future. We anticipate that future revenues will be used principally
to support operations and finance growth of the business. Moreover, the terms
of the indentures relating to our 11 1/2% Senior Notes due 2007, our 11 1/2%
Senior Discount Notes due 2008, the certificate of designation regarding our
Series A preferred stock and our credit agreement restrict our ability to pay
cash dividends on our common stock.
DILUTION
As of December 31, 1999, the aggregate net tangible book value of our
common stock was a deficit of $562.5 million, or approximately $10.28 per share
outstanding. As of December 31, 1999, the pro forma net tangible book value of
our common stock after giving effect to the offering and the application of the
net proceeds therefrom (after deducting underwriting discounts and estimated
offering expenses) was a deficit of $373.5 million, or approximately $6.36 per
share. This represents an immediate increase in net tangible book value of
$3.92 per share to existing stockholders and an immediate dilution in net
tangible book value of $56.36 per share to new investors in the offering. The
net tangible book value per share of common stock represents the amount of our
tangible assets less our liabilities divided by the number of shares of common
stock outstanding.
The following table illustrates this dilution in net tangible book value
per share to new investors at December 31, 1999, after giving effect to this
offering:
Public offering price......................................... $50.00
Net tangible book value per share at December 31, 1999........ $(10.28)
Increase in net tangible book value per share attributable to
offering..................................................... 3.92
-------
Pro forma as adjusted net tangible book value per share at
December 31, 1999 after giving effect to the offering........ (6.36)
------
Dilution per share to new investors........................... $56.36
- --------
(1) The calculations above do not reflect dilution due to outstanding options
or the conversion of our shares of Series A preferred stock into shares of
Class A common stock.
S-17
CAPITALIZATION
The following table sets forth as of December 31, 1999, our consolidated
capitalization (1) on an historical basis and (2) as adjusted to give effect to
(A) the acquisition of Associated by Liberty Media on January 14, 2000, in
which 21,436,689 shares of Class B-Series 1 common stock were exchanged for
21,436,689 shares of Class A common stock, (B) the conversion of 1,000,000
shares of Class B-Series 2 common stock into 1,000,000 shares of Class A common
stock as a result of this offering, and (C) the estimated net proceeds of
$189.0 million from our sale of 4,000,000 shares of Class A common stock
offered hereby, after deducting underwriting discounts and commissions and
estimated offering expenses payable by us. The following table does not reflect
the two-for-one split of our common stock which we expect to occur in or after
May 2000.
As of December 31, 1999
-------------------------
Historical As Adjusted
----------- ------------
(dollars in thousands)
Cash and cash equivalents....................... $ 440,293 $629,273
Short-term investments.......................... 116,610 116,610
---------- ------------
Total cash, cash equivalents and short-term
investments................................ $ 556,903 $745,883
========== ============
Long-term debt:
11 1/2% Senior Notes due 2007................. $ 300,000 $300,000
11 1/2% Senior Discount Notes due 2008........ 308,799 308,799
Borrowings under our credit facility.......... 200,000 200,000
---------- ------------
Total long-term debt........................ 808,799 808,799
Preferred stock, $.01 par value per share, 10
million shares authorized:
Series A; 500,000 shares of cumulative
convertible redeemable preferred stock issued
and outstanding, as adjusted(1).............. 478,788 478,788
Stockholders' (deficit) equity:
Common stock, $.01 par value per share; Class
A, 200 million shares authorized, 10,281,667
shares issued and outstanding on a historical
basis, 37,447,356 shares issued and
outstanding as adjusted; Class B, 65 million
shares authorized, 44,426,299 shares issued
and outstanding on a historical basis,
21,260,610 shares issued and outstanding as
adjusted(1)(2)(3)............................ 547 587
Additional paid-in capital.................... 519,607 708,547
Accumulated deficit........................... (962,071) (962,071)
---------- ------------
Total stockholders' deficit................. (441,917) (252,937)
---------- ------------
Total capitalization...................... $ 845,670 $ 1,034,650
========== ============
- --------
(1) See "Description of Capital Stock" for a description of our Series A
preferred stock and common stock.
(2) Excludes 14,454,003 shares issuable under our stock option plan as of
March 14, 2000, including 5,189,764 shares of Class A common stock
currently issuable upon exercise of options with a weighted average
exercise price of $7.02 per share, 8,858,609 shares of Class A common
stock issuable upon conversion of our Series A preferred stock and 46,499
shares purchased under our employee stock purchase plan on January 4,
2000.
(3) Excludes 1,000,000 shares of our Class A common stock expected to be
issued in exchange for approximately 3,000,000 shares of common stock of
ICG.
S-18
SELECTED FINANCIAL DATA
The selected financial data presented below for the years ended as of
December 31, 1999, 1998 and 1997, were derived from our consolidated financial
statements. You should read this data together with "Management's Discussion
and Analysis of Financial Condition and Results of Operations" discussed below
and our Consolidated Financial Statements and the Notes to Consolidated
Financial Statements included herein. The following table does not reflect the
two-for-one split of our common stock which we expect to occur in or after May
2000.
Years Ended December 31,
----------------------------------------
1999 1998 1997
------------ ------------ ------------
(in thousands, except per share data)
Statement of Operations Data:(1)
Revenues............................ $ 31,304 $ 960 $ 3,311
Cost and expenses:
Cost of services................... 207,358 79,920 4,785
Sales, general and administrative.. 205,769 123,380 38,398
Stock-based and other noncash
compensation...................... 31,451 32,164 89,111
Depreciation and amortization...... 45,742 14,193 6,454
------------ ------------ ------------
Total costs and expenses............ 490,320 249,657 138,748
------------ ------------ ------------
Loss from operations................ (459,016) (248,697) (135,437)
Interest and other income........... 18,450 34,106 3,242
Interest expense.................... (88,347) (66,880) (5,859)
------------ ------------ ------------
Net loss............................ $ (528,913) $ (281,471) $ (138,054)
------------ ------------ ------------
Accrued preferred stock dividends... (2,906) -- --
------------ ------------ ------------
Net loss applicable to common
stockholders....................... $ (531,819) $ (281,471) $ (138,054)
============ ============ ============
Basic and diluted net loss per
common share....................... $ (9.95) $ (5.35) $ (2.94)
Weighted average common shares
outstanding........................ 53,423 52,597 46,951
Other Data:
EBITDA(2)........................... $ (381,823) $ (202,340) $ (39,872)
Cash used in operating activities... (393,904) (162,077) (33,260)
Cash used in investing activities... (274,249) (68,172) (115,755)
Cash provided by financing
activities......................... 692,199 221,595 572,613
Balance Sheet Data:
Cash and cash equivalents........... $ 440,293 $ 416,247 $ 424,901
Working capital (deficit)........... 342,706 302,408 441,316
Property and equipment, net......... 402,989 180,726 8,186
Total assets........................ 1,131,843 763,434 607,380
Long-term debt, less current
portion............................ 808,799 576,058 300,000
Convertible Redeemable Preferred
Stock.............................. 478,788 -- --
Stockholders' equity (deficit)...... (441,917) 31,053 285,146
- --------
(1) Certain amounts in the prior periods' financial statements have been
reclassified to conform to the current period's presentation.
(2) EBITDA consists of earnings before interest, taxes, depreciation,
amortization, and charges for stock-based and other non-cash compensation.
While not a measure under generally accepted accounting principles
("GAAP"), EBITDA is a measure commonly used in the telecommunications
industry, and we include it to help you understand our operating results.
Although you should not assume that EBITDA is a substitute for operating
income determined in accordance with GAAP, we present it to provide
additional information about our ability to meet future debt service,
capital expenditures and working capital requirements. See the
Consolidated Financial Statements and the Notes to Consolidated Financial
Statements included herein. Since all companies and analysts do not
calculate these non-GAAP measurements the same way, the amounts reported
may not be comparable to calculations prepared by others.
S-19
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis is based on our financial
statements for the years ended December 31, 1997 through 1999 and should be
read together with other documents incorporated herein by reference. See "Note
on Forward Looking Statements."
Overview
From our inception, on March 5, 1996, through the initiation of full-
scale commercial service in October 1998, our main activities were the
acquisition of licenses and authorizations, the acquisition of building access
rights, the hiring of management and other key personnel, the raising of funds,
the development of operating systems, the negotiation of interconnection
agreements and the purchase and deployment of our equipment and network. Since
October 1998, we have initiated commercial service using our SmartWave(TM)
local networks in 40 market areas that comprise more than 580 cities and towns
with a combined population of more than 100 million people.
Our losses, as well as our negative operating cash flow, have been
significant to date, and we expect both to continue for several years until we
develop a customer base that will generate sufficient revenues to fund
operating expenses. After we initiate service in most of our market areas, we
expect to have positive operating margins over time by increasing the number of
customers and selling them additional capacity or services without
significantly increasing related capital expenditures, costs of building access
rights and other operating costs. Our ability to generate positive cash flow
will depend in part on the extent of capital expenditures in current and new
market areas, competition in our current market areas and any potential adverse
regulatory developments. Various financing sources will be required to fund our
growth as well as cover our expected losses from operations. See "Liquidity and
Capital Resources."
Factors Affecting Future Operations
The successful execution of our business plan is expected to result in
rapid expansion of our operations. This expansion of our operations, including
our international operations, may place a significant strain on our management,
financial and other resources. Our ability to manage this expansion effectively
will depend upon, among other things, monitoring operations, controlling costs,
maintaining regulatory compliance, raising capital to pay expenses,
interconnecting successfully with the incumbent carriers, maintaining effective
quality controls, securing building access, significantly expanding our
internal management, technical, information and accounting systems and
attracting, assimilating and retaining qualified management and professional
and technical personnel. If we are unable to hire and retain senior management
and key staff, expand our facilities, purchase adequate supplies of equipment,
secure building access, increase the capacity of our information systems and/or
successfully manage and integrate such additional resources, customers could
experience delays in connection of service and/or lower levels of customer
service. Failure to meet the demands of customers and to manage the expansion
of our business and operations could have a material adverse effect on our
business, financial condition and results of operations.
Although fixed wireless technology has been in use for a significant
period of time, our point-to-multipoint technology has only been commercially
used on a limited basis. We selected point-to-multipoint technology because we
believe it complements existing wireless and wireline technologies that we
employ in our networks. If our point-to-multipoint technology does not perform
as expected or provide the advantages that we expect, our business, financial
condition and results of operations may be materially adversely affected.
Part of our strategy may be to make acquisitions in the future, some of
which may be significant. We currently have no undisclosed definitive
agreements with respect to any material acquisition or joint venture, although
from time to time we have discussions with other companies and assess
opportunities on an ongoing basis.
S-20
Revenues
We offer an integrated package of local and long distance services,
value-added services, high-speed data connectivity and Internet access. We
market these services primarily to small and medium-sized businesses which have
been historically served by ILECs. We seek to attract these customers through a
broad product offering, superior customer service and attractive pricing. We
anticipate that some ILECs may reduce their prices as increased competition
begins to reduce their market share. We expect to remain competitive if market
prices decline because of our lower network costs compared to those of the
ILECs.
Cost of Services
Certain costs are required to operate and maintain our networks,
including: real estate leases for switching centers, base station and customer
sites; preparation, installation, operation and maintenance of switching
centers, base station sites and individual customer radio links, as well as
customer premise equipment; leasing of backhaul facilities between base station
sites and switching centers; leasing of capacity lines; network operations and
data center facility expenses; the cost to interconnect and terminate traffic
with other network and internet service providers; software licensing fees; and
network design and base station configuration planning.
Sales, General and Administrative Costs
We incur costs related to the selling, marketing and promotion of our
products and services. These costs primarily include headcount costs for our
sales and other personnel, as well as advertising costs to develop brand
awareness of the Teligent name.
We also incur operating costs that are common to all telecommunications
providers including customer service and technical support, information
systems, billing and collections, general management and overhead expense,
office leases, bad debt expense and administrative functions. Those areas that
will require more personnel as our customer base grows, such as customer
service, will increase gradually as customer demand increases. Other areas,
particularly information and billing systems, have required significant up-
front capital expenditures and operating costs.
Capital Expenditures
Our main capital expenditure requirements currently include the purchase
and installation of customer premises equipment, base stations, network
switches, switch electronics, network operations center, data centers and
information technology systems.
Customer Premises Equipment. The purchase and installation of customer
premise equipment, or CPE, is the largest single capital expense component in
our business plan. These equipment costs include an integrated radio/antenna
unit, modem(s), power supply, multiplexer and router equipment, line interface
cards, and cables and installation materials. Customers in the same building
may share portions of these costs, which reduces the capital expenditures
required per customer. In the event a customer leaves us, our CPE can be used
by other customers within the building or in other buildings, which reduces
stranded assets.
Base Station Site. A base station can serve customers within a 360-degree
coverage area, subject to lines of sight. A base station typically comprises
four to eight sectors, each of which cover a section of the service area
depending on coverage and capacity requirements. Each sector requires one or
more radio/antenna units and modems, depending on the system deployed.
Construction costs per base station are typically higher than are construction
costs per customer site. We expect that our sites will typically be built on
top of buildings as opposed to towers. While a certain amount of equipment must
initially be installed at each base station, the overall equipment cost will
depend on the number of customers acquired. As more customers are loaded onto a
given base station area, we will add additional sectors, radio antennas and
modems to the initial base station equipment to meet customer demand.
S-21
Base Station to Switch Transport. We transport traffic between our base
stations and switching sites. To the extent we use wireless transport rather
than leased fiber, we would incur capital expenditures as opposed to operating
costs.
Switching. Switching costs include traditional circuit-based switches,
line cards for interfacing with the backhaul networks and with the networks of
other carriers, packet-based routers, power systems, and environmental
maintenance equipment.
Network Operations Center. Network operation center costs include
investments in developing a command, control and communications center to
monitor and manage our entire network infrastructure. Further costs include
investments in applications and commercial hardware and software solutions
customized for problem identification and network monitoring.
Data Centers. Data centers are specifically designed for the 24-hour a
day routing of Internet traffic and hosting of Web sites and e-mail. Costs to
develop data centers include investments in computer hardware and software,
multi-redundant mechanics, utilities and environmental controls, security
systems, and broadband connectivity.
Information Technology. Costs to acquire, develop and enhance information
technology systems will also require significant capital investment. Systems
for billing, customer services, finance and network monitoring have been or are
under development or further enhancement.
Costs of Obtaining Additional Spectrum
Teligent's existing spectrum has been obtained through means other than
competitive bidding procedures. In the future, additional spectrum may be
obtained in the United States and abroad through acquisitions and auctions. For
example, Teligent recently submitted an application to participate in the 39
GHz spectrum auction in the United States, as well as to participate in a
spectrum auction in Austria.
Year 2000
Our mission-critical infrastructure transitioned into 2000 and beyond
February 29, 2000, without incident. We have not been advised that any of our
significant suppliers or customers experienced any significant disruptions due
to the Year 2000 issue, and hence do not believe that any such disruption
occurred. In the event that unknown claims are hereafter brought to our
attention, we may be required to expend significant management time and
resources to investigate and defend against such claims.
Results of Operations
Year Ended December 31, 1999 Compared to Year Ended December 31, 1998
We generated revenues of $31.3 million from communication services during
1999, compared to $1.0 million during 1998. The increase in revenues is
reflective of, among other things, the growth in our customer base, continued
expansion into new market areas during 1999 and revenue attributable to
acquisitions.
Cost of services, consisting primarily of personnel-related costs,
telecommunications expenses and site rent and site acquisition expenses related
to network operations, totaled $207.4 million for 1999, compared to $80.0
million in 1998. This increase reflects the growth and development of our
network operations to serve 40 major market areas and the increased number of
employees from 1998 to 1999. We expect that our cost of services will continue
to increase in accordance with our growth strategy.
Sales, general and administrative expenses, consisting primarily of
personnel-related costs, were $205.8 million for 1999, compared to $123.4
million in 1998. This increase primarily results from higher
S-22
compensation and other personnel costs incurred during 1999 due to the
increased number of employees required to drive our expected future growth.
Stock-based and other noncash compensation expense was $31.5 million in
1999, compared to $32.2 million in 1998.
Depreciation and amortization for 1999 was $45.7 million, compared to
$14.2 million in 1998. The increase is due to higher capital expenditures in
1999 and the amortization of goodwill associated with acquisitions. We expect
depreciation expense to increase in the coming year as we further implement our
growth strategy.
Interest and other income for 1999 was $18.5 million, compared to $34.1
million in 1998. The decrease is due to lower average cash and cash equivalent
balances.
Interest expense was $88.3 million in 1999, compared to $66.9 million in
1998. The increase is due to higher long-term debt balances resulting from
borrowings made against the Credit Facility during 1999 and the amortization of
credit facility fees and interest incurred on the 11 1/2% Senior Discount
Notes.
Year Ended December 31, 1998 Compared to Year Ended December 31, 1997
We generated revenues of $1.0 million from communication services during
1998, compared to $33,000 during 1997. In 1997, we generated $3.3 million of
revenues related to management services and equipment leases primarily provided
to two of our original stockholders.
Cost of services, consisting primarily of personnel-related costs and
site rent and acquisition expenses related to network operations, was $79.9
million for 1998, compared with $4.8 million in 1997. This increase reflects
the establishment of our initial fifteen market areas and development of
network operations.
Sales, general and administrative expenses, consisting primarily of
headcount-related costs, were $123.4 million for 1998, compared with $38.4
million in 1997. This increase relates primarily to costs incurred to develop
our infrastructure and sales force as we prepared for commencement of
operations in 1998.
Stock-based and other noncash compensation expense was $32.2 million in
1998, compared to $89.1 million in 1997. The decrease is due to the charge
related to company appreciation rights granted prior to our initial public
offering in 1997.
Depreciation and amortization for 1998 was $14.2 million, compared with
$6.5 million in 1997, due primarily to higher capital expenditures in 1998, and
amortization expense of intangibles which were principally acquired in the
fourth quarter of 1997.
Interest and other income for 1998 was $34.1 million, compared to $3.2
million in 1997. This increase was primarily the result of interest earned on
increased levels of cash and investments resulting from our initial public
equity offering and our two debt offerings in 1997 and 1998.
Interest expense was $66.9 million for 1998, compared to $5.9 million in
1997. This increase was due to the 11 1/2% Senior Notes issued in November 1997
and the 11 1/2% Senior Discount Notes issued in February 1998.
Liquidity and Capital Resources
We have approximately $401.9 million of cash, cash equivalents and short-
term investments as of March 14, 2000 and approximately $600 million available
under our credit facilities ($250 million of which we do not expect to be
available until the second half of 2000). In order to develop our business, we
will need a significant amount of money to pay for equipment, meet our debt
obligations, bid on spectrum auctions, operate
S-23
our business on a day-to-day basis, acquire complementary assets or businesses
and contribute additional capital to our international ventures. Our principal
equipment-related needs include the purchase and installation of CPE, base
stations, network switches and switch electronics, network operations and data
center expenditures and information systems, platforms and interfaces. Based on
our current business plan, we anticipate that our existing cash and cash
equivalents and short-term investments on hand and our credit facilities will
provide enough money to carry out our current business plan into 2001. Actual
requirements may vary based upon the timing and success of our roll-out. If
demand for our services is lower than anticipated, we may be able to cut back
on purchases of equipment such as CPE and switch electronics, which are not
needed until a customer signs up with us. If we accelerate implementation of
our network roll-out or international activities, we may need to obtain
additional financing earlier than anticipated.
We expect that we will need additional financing to fund our business
plan, both domestically and internationally, which may include commercial bank
borrowings, additional credit facilities or the sale or issuance of equity or
debt securities either through one or more offerings or to one or more
strategic investors. Such offerings may be at the parent company level or by
one of our subsidiaries. There can be no assurance that we will be able to
obtain additional financing at all, or on terms acceptable to us.
Because the cost of rolling-out our networks and operating our business
will depend on a variety of factors (including our ability to meet our roll-out
schedules, our ability to negotiate favorable prices for purchases of network
equipment, the number of customers and the services for which they subscribe,
the nature and success of new services that we may offer, regulatory changes
and changes in technology), actual costs and revenues may vary from expected
amounts, possibly to a material degree, and such variations are likely to
affect how much additional financing we will need. Further, the exact amount of
our financial needs will depend upon other factors, including the cost to
develop our networks in each of our market areas, the extent of competition and
pricing of telecommunications services in our market areas, the acceptance of
our services, the cost of acquiring complementary assets or businesses and the
development of new products. Accordingly, there can be no assurance that our
actual financial needs will not exceed the anticipated amounts described above.
Credit Facilities
On July 2, 1998, we entered into a credit agreement with The Chase
Manhattan Bank, Goldman Sachs Credit Partners, and Toronto Dominion Bank, and
other lenders, providing for credit facilities up to an aggregate of $800
million ($250 million of which we do not expect to be available until the
second half of the year 2000 contingent upon the satisfaction of a performance
test). The credit facilities will be used primarily for the purchase of
telecommunications equipment, software and services and are also available for
working capital and general corporate purposes. Availability of funds under the
credit facilities is subject to certain conditions and compliance with
covenants as described in the credit agreement. Our obligations under the
credit agreement are secured by substantially all our assets and certain of our
subsidiaries' assets.
The credit facilities are structured into three separate tranches
consisting of a term loan facility, a delayed draw term loan facility and a
revolving credit facility. We have the ability to borrow funds over the next
four years (other than with respect to the delayed draw facility which
converted on July 1, 1999 into a conversion term loan), with a final maturity
of eight years. Interest accrues on outstanding borrowings based on a floating
rate tied to the prevailing LIBOR rate or an alternate base rate, and adjusts
based on our attainment of certain key revenue and leverage benchmarks. We
incurred commitment and other fees in connection with obtaining the credit
facilities totaling $19.9 million, which is being amortized on a straight line
basis over eight years. As of December 31, 1999, we had a $200 million
outstanding loan balance under our credit facilities as a conversion term loan,
and we may make additional draw-downs this year.
The credit agreement contains certain financial and other covenants that
restrict, among other things, our ability to (a) incur or create additional
debt, (b) enter into mergers or consolidations, (c) dispose of a significant
amount of assets, (d) pay cash dividends, or (e) change the nature of our
business. We will also be subject to certain negative covenants, including
covenants regarding the achievement of certain performance
S-24
targets and the maintenance of certain financial ratios, that became applicable
at the beginning of the third quarter of 1999, and continue to be applicable.
In addition, the amounts outstanding under the credit facilities are subject to
mandatory prepayments in certain circumstances.
Historical Cash Flows
From January 1, 1997 through December 31, 1999, we used $589.2 million of
cash for operating activities and $458.2 million of cash in our investing
activities. At December 31, 1999, we had working capital of $342.7 million
including unrestricted cash (including cash equivalents) of $440.3 million,
compared to working capital of $302.4 million and cash of $416.2 million at
December 31, 1998. The increase in working capital is primarily a result of
$475.9 million of net proceeds received from the issuance of preferred stock,
partially offset by an increase in accounts payable to vendors as we implement
our growth strategy. We will need a significant amount of cash to build our
networks, market our services and cover operating expenditures. Although we
anticipate our existing cash and cash equivalents on hand, together with the
credit facilities, will provide sufficient funds to carry out our current
business plan into the year 2001, our management continually evaluates
potential financing options. We also expect that current and future expansion
and acquisitions will be financed from funds generated from operations,
borrowings under the credit facilities, financing under the Registration
Statement and potential additional financings. However, there can be no
assurance that we will be able to obtain additional financing, or financing on
terms acceptable to us.
Our total assets increased to $1,131.8 million at December 31, 1999, from
$763.4 million as of December 31, 1998, due primarily to receiving proceeds
from the issuance of preferred stock, borrowings under the credit facility and
the acquisition of property and equipment which was accrued and will be paid in
2000.
For the year ended December 31, 1999 we used cash in operations of $393.9
million, due primarily to the operating loss for the period, partially offset
by depreciation and amortization, stock based and other noncash compensation,
and other charges. We used cash in operations of $162.1 million for the year
ended December 31, 1998, due primarily to the operating loss for the period
reduced by non-cash stock-based compensation and an increase in current
liabilities during 1998.
We used $274.2 million of cash in investing activities in 1999 relating
to the purchase of property and equipment and the purchase of short-term
investments. In 1998, we used cash in investing activities of $68.2 million,
consisting primarily of $97.2 million for the purchase of property and
equipment, partially offset by $29.0 million of interest received on the U.S.
Treasury securities.
Cash flows provided by financing activities amounted to $692.2 million in
1999, consisting primarily of $475.9 million of net proceeds from the issuance
of preferred stock, a $200 million draw-down of the Credit Facilities and the
exercise of Class A common stock options. For 1998, cash flows provided by
financing activities amounted to $221.6 million, consisting primarily of net
proceeds from our senior discount notes offering, after costs of $29.5 million.
Subsequent Event
On February 28, 2000, the Company and two of its stockholders entered
into agreements to make major investments in ICG, a fiber-based communications
company. We expect to acquire approximately three million shares of ICG stock
in an all-stock transaction in exchange for one million shares of Teligent
Class A common stock. Teligent signed a memorandum with ICG to negotiate an
agreement that will enable us to explore opportunities to leverage many of
ICG's backbone facilities and other assets to extend the reach of our network,
improve our network efficiency and reduce our network costs.
The closing of the ICG transaction is subject to regulatory and
stockholder approval and satisfaction of other customary closing conditions.
The ICG transaction is expected to close during the second quarter of 2000.
S-25
BUSINESS
Teligent
We are a full-service, facilities-based communications company. We offer
small and medium-sized business customers local and long distance telephony,
high-speed data and Internet access services over our digital SmartWave(TM)
local networks. Our SmartWave(TM) local networks integrate advanced fixed
wireless technologies with traditional broadband wireline technology. Our
digital wireless technology provides many of the advantages of fiber and can
transport information within the network at up to 155 Megabits per second, or
Mbps, also known as OC-3 speed, via a point-to-point radio. We believe this
technology addresses the growing marketplace demand for the delivery of
broadband applications and services. This demand results in part from the
increased acceptance and reliance on the Internet by business users as well as
the emergence of bandwidth intensive applications such as electronic commerce,
streaming audio and video and large data file transfers.
We believe we are well positioned to capture revenues in the rapidly
growing, approximately $150 billion domestic business local exchange, long
distance, Internet, and data communications markets. Incumbent local exchange
carriers, or ILECs, whose networks are increasingly burdened by capacity
constraints, have historically provided local exchange services. These capacity
constraints are a result of increased data traffic and the inherent
inefficiency of the ILECs' older, copper wire-based networks. The need for
companies that can alleviate this local access bottleneck, coupled with changes
in the regulatory environment intended to enhance competition, has created
opportunities for providers of broadband access such as ourselves.
We are currently offering commercial service using our SmartWave(TM)
local networks in 40 major market areas that comprise more than 580 cities and
towns with a combined population of more than 100 million. As of March 17,
2000, we offer our service in the following cities:
New York, NY Baltimore, MD San Antonio, TX
Los Angeles, CA Phoenix, AZ Indianapolis, IN
Chicago, IL Seattle, WA Orlando, FL
Philadelphia, PA Denver, CO New Orleans, LA
Detroit, MI Miami-Fort Lauderdale, FL Hartford, CT
Dallas-Fort Worth, TX Tampa, FL Nashville, TN
Houston, TX Cleveland, OH Jacksonville, FL
Washington, DC Portland, OR West Palm Beach, FL
San Francisco-Oakland, CA San Jose, CA Austin, TX
Boston, MA Cincinnati, OH Charlotte, NC
Atlanta, GA Kansas City, MO Richmond, VA
San Diego, CA Sacramento, CA Raleigh, NC
Minneapolis-St. Paul, MN Milwaukee, WI Wilmington, DE
St. Louis, MO
Our Network
We deploy our SmartWave(TM) local networks, made up of advanced fixed
wireless as well as traditional wireline networks, to provide last mile
customer connection in the majority of major market areas in the United States.
Our network carries traffic using various transport protocols, including the
Asynchronous Transfer Mode, or ATM, protocol, a digital cell-based transport
protocol that can carry Internet Protocol, or IP, data traffic and voice
traffic. We believe that having these types of digital, integrated networks
allow us to offer robust, high-speed data and Internet solutions, in addition
to local and long distance voice, across a broad service area, accommodate new
customers quickly, and expand our customer base.
We use a combination of fixed wireless and wireline facilities to connect
the voice switching and data routing center to the base stations distributed
throughout the market area. Our base stations transmit to, and receive signals
from, equipment at customer premises. In the case of our fixed wireless
customers, the customer
S-26
premises equipment includes two components: (i) a small digital microwave
antenna installed generally on the roof of the customer's building and (ii)
indoor equipment installed within the building which is connected to the
internal building wiring. The antenna communicates with a Teligent base station
by a microwave signal. Our base stations have coverage areas of up to 30 square
miles, depending on a number of factors such as power levels used, customer
density, local weather environment and network design. We provide services to
our wireline customers by using T-1 or higher capacity lines installed at our
customer's premises. We lease these T-1 or higher capacity lines from other
carriers.
Our broadband switching centers house traditional circuit-based systems
as well as packet-based routers and data switches. These switching systems are
engineered to interconnect customer locations the customer may have within the
Teligent network. Our customer premises equipment is shared among all customers
in the building. Similarly, equipment at each node site is shared among all
customer premises equipment served by that node.
Our Service Offerings
We offer an integrated package of services, including local and long
distance services (domestic and international) as well as Internet services,
broadband access, voice mail, conference calling, call forwarding and other
advanced communications services.
Local Phone Services. We provide our customers a wide range of local
phone services. These services include basic local services, access to long
distance and intra-local access and transport area, or LATA, switched and
dedicated lines, direct inward dialing, Digital Private Branch Exchange,
Primary Rate Interface, voice mail and custom calling services.
Long Distance. We offer long distance services, which we seek to sell to
customers as part of a product bundle, through agreements with national long
distance companies. These long distance services include domestic intrastate,
interstate and international calling, toll-free services (800, 888, 877),
calling card, and conference calling and other enhanced services. When our
coverage area spans multiple LATAs, we use our own facilities to provide inter-
LATA long distance service.
Internet and Data Services. Using the high bandwidth capacity of our
SmartWave(TM) local networks, which allows large volumes of information to be
transmitted at high speeds, we offer transport for Internet services from our
customer's premise to the Internet through Teligent's central office in each
city in which we offer services. Current Internet services that we offer on our
own facilities include Domain Name Serving, or DNS, e-mail, basic web hosting
and transit facilities. We also offer dedicated private line services,
providing local dedicated data access circuits as well as the long distance
portion of those circuits. These links are used to connect offices for file
sharing, e-mail and workgroup applications.
Our Spectrum Licenses
Through our wholly-owned licensed subsidiaries, we hold 24 GHz fixed
wireless digital message service, or DEMS, licenses granted by the Federal
Communications Commission, or FCC. Our DEMS licenses cover 74 major market
areas, comprising more than 750 municipalities in the United States, including
320-400 MHz of spectrum in 27 of the 35 most populous market areas in the
United States, and at least 80 MHz of spectrum in 47 other major market areas.
These licenses, which were previously granted for operations only in the 18 GHz
band, were not subject to grant by auction. The majority of the 24 GHz licenses
were either transferred or assigned to Teligent pursuant to FCC authority.
Teligent, through certain of its subsidiaries, also holds common carrier
microwave licenses at other frequencies for use in its business.
Teligent is seeking to become a provider of fixed wireless services
internationally and has been granted, or the joint ventures to which we are a
party have been granted, spectrum licenses in Germany, Hong Kong, Argentina and
Spain. We have also submitted, through a joint venture, an application for
spectrum
S-27
licenses in France and are participating in a spectrum auction in Austria.
Additionally, Teligent intends to apply or bid for other international rights.
See "Teligent International" below.
Our Business Strategy
Our goal is to be a full-service, premier facilities-based communications
provider to small and medium-sized businesses. Our strategy is as follows:
Rapid deployment of local broadband networks to alleviate the last mile
local bottleneck . We build high-bandwidth local networks that integrate data
and voice signals on a single, digital platform. We are able to quickly
establish service in our market areas because our wireless equipment can be
deployed more rapidly than wireline networks. Additionally, our customer
premises equipment may be shared among all customers in a building and
equipment at each node site is shared among all customer premises equipment
served by that node.
Target small and medium-sized business. We focus our marketing efforts on
small and medium-sized businesses with up to 700 telephone lines. We target
these customers through direct sales efforts, partnership marketing, targeted
advertising, promotional efforts and other indirect sales channels. We may
also, from time to time, selectively pursue sales opportunities with larger
businesses.
Focus on the local, data and Internet markets. We are deploying the most
current digital technologies available (such as ATM and IP equipment) to meet
the growth opportunities in the local, data and Internet markets. We intend to
build on the capabilities of our all-digital networks to create a premier suite
of local, data and Internet service offerings for our customers. We currently
offer on our own facilities DNS, e-mail, basic web hosting and transit
facilities. New service offerings may include advanced Web and application
hosting products, virtual private networks and business-to-business e-commerce.
See "Internet and Data Initiatives" below.
Continue to build infrastructure to support growth. We are focused on
continuing to build our infrastructure, including people, processes and back
office systems, to compete successfully in our market areas. Consequently, we
have implemented programs to attract and retain highly qualified personnel and
have streamlined processes to ensure an optimal customer experience. We have
installed an integrated systems architecture to support rapid growth in the
business.
Develop brand awareness and deliver high quality customer servce. We seek
to provide high quality and reliable communications services and highly
responsive customer support at competitive prices. We continue to market
ourselves through a national print, radio and display campaign. We also
distinguish ourselves through high quality service that is responsive to our
customers' needs.
Expand internationally. We are actively pursuing opportunities in
countries where we and our partners have been awarded fixed wireless licenses.
We continue to evaluate additional opportunities or seek licenses in countries
where radio spectrum is becoming available for non-government use for the first
time and where we believe that our broadband integrated technology would
provide a viable economic alternative. We believe that our fixed wireless
expertise will give us an advantage when entering international market areas.
See "Teligent International" below.
Internet and Data Initiatives
The market for Internet and data services is growing rapidly. High
bandwidth applications such as electronic commerce and streaming audio and
video will drive this growth. For example, International Data Corporation
predicts that worldwide Internet commerce will grow from approximately $50
billion in 1998 to over $1.3 trillion in 2003. We are positioning ourselves to
take full advantage of this opportunity by providing an end-to-end broadband
solution for our small and medium-sized business customers. Since we provide
the
S-28
connection to our end user for the last mile, we can configure the network to
support broadband technology from the customer premise directly to the
Internet. We currently offer a variety of Internet services as a complement to
our broadband access. We plan to extend our capabilities to include advanced
Web and application hosting products, virtual private networks and business-to-
business e-commerce. We believe that developing a broader array of
communications service offerings will allow us to more easily attract and
retain customers as well as increase our average revenue per customer.
Internet Infrastructure
We are establishing the infrastructure required to offer our own Internet
service provider, or ISP, service, and migrating existing customers to that
service. We have completed a new data center in Washington, DC and are nearing
completion of construction of a data center in Chicago, are constructing an
additional data center in Northern California and are carrying Internet traffic
through our ISP facilities in all of our market areas. Our data centers provide
our entry points to the Internet and allow us to provide our customers with
DNS, e-mail and basic web hosting services directly through our servers. We
believe that providing our own ISP service to our customers will elicit the
following benefits for us:
Data and Internet sales. Demand for bandwidth in our target market is
higher than we originally anticipated with a significant number of customers
purchasing service at T-1 capacity. For our customers that are taking dedicated
access at lower speeds, such as 128 or 256 kilobits per second, the flexibility
of our network allows us to migrate them to significantly higher speeds as
their needs grow.
Tailored product offering. We believe it will be critical to respond to
changing customer needs with customized applications delivered in a timely
manner. Through direct control of our own ISP services, we expect we will be
well positioned to respond quickly to the changing and disparate requirements
of our customer base. In addition, with our own facilities-based ISP, we are
free to develop, partner, or acquire state-of-the-art, customized services that
might not be available to us on a wholesale basis.
Better margins and return on capital. We believe we can realize
substantially higher gross margins and operating leverage with Internet
services provided over our own network. Because we already have the access,
switching/routing, and transport infrastructure in place, adding the ISP
functionality should improve network utilization which will increase our return
on invested capital.
SmartWave DSL(TM)
As part of our Internet and data initiatives, we also offer SmartWave
DSL(TM), a shared access service offering that is competitively priced for
customers who do not need dedicated access. SmartWave DSL(TM) utilizes a
Digital Subscriber Access Line Multiplexer, or DSLAM, in the customer building
to deliver Internet access to the end user. The DSLAM equipment currently
deployed allows us to deliver speeds up to 1.5 megabits per second to these
customers. As our SmartWave DSL(TM) customers' needs grow, we can migrate them
to dedicated access.
SmartWave DSL(TM) offers the following advantages over Digital Subscriber
Line, or DSL, services offered by ILECs and most other competitive local
exchange carriers, or CLECs:
No distance limitations. The speeds available to a given customer over
copper lines depend on the distance from the ILEC's central office to the
customer. If the distance from the central office to the customer is too far,
DSL service cannot be delivered within commercial standards. Because our
SmartWave DSL(TM) uses DSL technology only within the customer's building,
typical copper-line distance limitations do not restrict us.
Greater network control/Ease of upgrade. Some other service providers
deploying DSL have no clear migration path for their customers when their needs
outgrow a shared service. Our SmartWave(TM) network allows us to upgrade DSL
customers to dedicated Internet service.
S-29
Sales and Marketing
Sales and Marketing Overview. Our target market is small and medium-sized
businesses. To develop the market potential of our network in the United
States, we have organized our operations into three geographic regions. The
extent of sales activity in each market area depends upon a number of factors
including (1) number of license areas, (2) geographic size of license areas,
(3) customer density within licensed areas and (4) the competitive landscape.
Sales Force. We seek to recruit salespeople with successful experience in
competitive communications businesses, including individuals with backgrounds
in competitive local exchange, competitive long distance, telecommunications
equipment and data services. Our salespeople have performance incentives that
tie a significant portion of their compensation to the actual revenue they
produce. Salespeople receive performance incentives that encourage them to
maximize penetration in buildings in which we have a lease. Our sales force is
trained to sell our full product line of local, long distance, Internet and
data services.
Marketing. We supplement our direct sales force through various marketing
plans, including direct mail, partnership marketing (in specific buildings or
associated properties), targeted advertising and promotional efforts in our
coverage areas. In addition, we use alternate or indirect channels of
distribution, including a sales agent program and telemarketing.
Teligent International
We have established international joint ventures with local partners
through which we have acquired fixed wireless spectrum licenses and are in the
process of building and operating wireless "last mile" connection facilities.
We also continue to evaluate actively opportunities to acquire fixed wireless
spectrum in other target countries, either through applications or auctions.
The business communications market outside the United States was $312 billion
in 1999, almost twice the size of the U.S. market, and we believe that this
market is also growing rapidly. We believe that only approximately 1% of
commercial buildings in Europe are directly connected to fiber facilities,
whereas in the United States approximately 3-4% of commercial buildings are
directly connected. In many Asian and South American countries, the existing
local telecommunications infrastructure is obsolete and needs to be updated
quickly. In these international market areas, the "last mile" connection often
constitutes the biggest bandwidth bottleneck and therefore presents the best
opportunity for the deployment of fixed wireless infrastructure. The speed of
deployment of fixed wireless infrastructure also makes this technology an
attractive means to provide Internet access to market areas.
The following table shows the countries in which we have established
partnerships, the approximate population coverage in each country, the spectrum
bands licensed to each joint venture and our partners in those countries:
Approximate
Population
Country Coverage Spectrum Band Partners
------- ------------ ---------------- ------------------
Germany 23.1 million 26 GHz & 3.5 GHz Mannesmann Arcor
Spain 39.1 million 26 GHz Jazztel, Abengoa
Hong Kong 6.5 million 24-25 GHz HKNet, CCT Telecom
Argentina 16.4 million 24-25 GHz Telcom Ventures
In each of the countries listed above, we and/or our partners were
awarded spectrum as a result of regulated application procedures, not auction.
Build-out requirements, however, are included in the terms of such licenses.
In addition, in France, we have formed a joint venture with LD Com and
Artemis, and the joint venture submitted an application to the French
telecommunications authority for fixed wireless spectrum
S-30
licenses in the 24.5--26.5 GHz band. We are also participating in a spectrum
auction in Austria. We are in the process of negotiating definitive agreements
with respect to each of our established joint ventures.
International Strategy
Target countries with positive economic and regulatory environments. We
have identified target countries for potential expansion based on two major
factors: economic environment and regulatory environment. We assess a country's
economic environment on the basis of key drivers, including gross domestic
product, per capita gross domestic product, inflation rate, interest rates,
telecommunications spending and the size of the small to medium business
market. We assess a country's regulatory environment based on the degree to
which the market is open to competition and how strongly the relevant
regulatory body supports new entrants.
Acquire spectrum. Before constructing our networks in an international
market area, it is necessary for us to acquire rights to use fixed wireless
spectrum in such market area. We and/or our partners have been granted spectrum
licenses in Germany, Hong Kong, Spain and Argentina and have submitted, or are
preparing, applications to acquire licenses in a number of other countries. We
expect that additional countries may either allocate or auction fixed wireless
spectrum during 2000. We believe that our position as a leading provider of
fixed wireless service in the U.S. will give us an advantage over other
applicants that do not have experience in building and operating fixed wireless
networks.
Establish partnering relationships with local providers. We generally
enter each target market by forming a joint venture with one or more local
partners. We generally hold a minority interest in these joint ventures. We
seek local partners because we believe that a local partner will help the joint
venture obtain local regulatory approval, provide access to capital, hire
experienced local management and acquire building access rights and local
network assets, all of which will accelerate the build-out of the network in
that country.
Capitalize on our fixed wireless experience. We intend to enter new
international market areas quickly and effectively by capitalizing on our
experience in selecting switch and nodal sites, acquiring building access
rights, network planning, systems integration, marketing and sales.
Capitalize on the strengths of our local partners. We will look to
capitalize on the local infrastructure, operational marketing, customer base
and regulatory expertise of each of our local partners, which include
Mannesmann Arcor, Jazztel, HKNet and CCT Telecom.
Key Vendors
The majority of our network equipment, including switches, base stations
and antennas, is currently provided by Nortel Networks, Inc., pursuant to a
network products purchase agreement signed in December 1997. Although Nortel is
our primary vendor and systems integrator, our strategy is to identify and use
additional suppliers to ensure a high level of quality and reduce the cost of
our equipment over time. In this regard, we entered into an equipment purchase
definitive agreement dated December 18, 1998 with Hughes Network Systems. We
expect the delivery of point to multi-point equipment in commercial quantities
before the end of 2000 pursuant to the agreement with Hughes Network Systems.
We continue to evaluate different suppliers and to test equipment manufactured
by other suppliers.
Our Corporate History
Teligent was formed in September 1997 as a wholly owned subsidiary of
Teligent, L.L.C., a limited liability company formed in March 1996. Teligent,
L.L.C. was formed by Microwave Services, Inc., or MSI, a subsidiary of
Associated, and Digital Services Corporation, or DSC, an affiliate of Telcom
Ventures, L.L.C., both of which had extensive experience in pioneering wireless
communications businesses. In September 1996, Alex J. Mandl, formerly President
and Chief Operating Officer of AT&T Corp., was named our Chairman of
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the Board and Chief Executive Officer. In October 1997, Teligent, L.L.C.
acquired all of the stock of FirstMark Communications, Inc. for cash and a 5%
member interest in Teligent, L.L.C. FirstMark held various fixed wireless
licenses. On November 21, 1997, in connection with our initial public offering,
Teligent, L.L.C. merged into Teligent. Prior to the merger, a wholly owned
subsidiary of Nippon Telegraph and Telephone Corporation, or NTT, acquired a 5%
interest in Teligent, L.L.C., and immediately after the merger acquired an
additional 7.5% equity interest in Teligent. Pursuant to the merger, all of the
ownership interests of Teligent, L.L.C. were exchanged for shares of Teligent
Class B common stock, except for the ownership interest held by FirstMark which
was exchanged for shares of Class A common stock.
On January 14, 2000, Liberty Media Corporation acquired Associated. As a
result, Liberty Media acquired Associated's beneficial ownership interest in
Teligent, representing approximately 33.5% of the total issued and outstanding
shares of our Class A common stock as of March 14, 2000, after giving effect to
conversion of the 7 3/4% Series A convertible preferred stock. Liberty Media,
which holds most of the assets included in the Liberty Media Group, is an
indirect wholly owned subsidiary of AT&T; however, the management of Liberty
Media Group is not controlled by AT&T.
Competition in the Telecommunications Industry
Local Telecommunications Market
Competition from ILECs. The local telecommunications market is intensely
competitive for newer entrants and currently is dominated by the regional bell
operating companies, known as RBOCs, and other ILECs. In each market area in
which we are authorized to provide services, we compete or will compete with
several other service providers and technologies, including cable. We compete
on the basis of local service features, quality, price, reliability, customer
service and rapid response to customer needs. The ILECs have long standing
relationships with their customers, have significant name recognition and
financial resources, have the potential to subsidize competitive services with
revenues from a variety of business services, and benefit from outmoded
regulations that still favor the ILECs over us in certain respects.
The Telecommunications Act of 1996 reduced barriers to entry into new
segments of the industry. We believe that the requirements of the
Telecommunications Act promote greater competition and have helped provide
opportunities for broader entrance into the local exchange markets. However, as
ILECs face increased competition, regulatory decisions are starting to provide
them with increased pricing flexibility, which in turn may result in increased
price competition. Increased price competition may negatively impact Teligent.
A number of companies, including the ILECs themselves, are developing
enhancements to increase the performance of the ILECs' copper wire-based legacy
networks. These generally consist of digital subscriber line products, such as
ADSL and SDSL. We may not be able to compete effectively with these
enhancements.
Competition from Potential New 24 GHz and Other Fixed Wireless
Companies. We face potential competition from other fixed wireless service
providers, such as Winstar Communications, Inc. and NextLink Communications,
Inc., as well as interexchange carriers, or IXCs, other CLECs and other leading
telecommunications companies. Recently, the FCC proposed rules for the issuance
of additional 24 GHz licenses for up to five 80 MHz channels in each market
area (except for those market areas already licensed to Teligent.) See
"Government Regulation." The FCC has proposed to make additional 24 GHz
licenses available through an auction. Other entities having greater resources
than we do could acquire these authorizations, when made available by the FCC.
See "Government Regulation." Teligent is currently the only commercial licensee
in the 24 GHz band. In 27 of the top 35 market areas in the United States,
Teligent already holds 4 or 5 of the 5 channels that are available in each
market within the band.
We also face competition from entities that offer or are licensed to
offer terrestrial fixed wireless services in other frequency bands, including
Multichannel Multipoint Distribution Service, or MMDS, 28/31 GHz Local
Multipoint Distribution Service, 39 GHz wireless communications systems, 2.8
GHz Wireless
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Communications Service, FCC Part 15 unlicensed wireless radio devices, and
other services that use existing point-to-point wireless channels on other
frequencies. On April 12, 2000, the FCC will commence an auction that will
award additional 39 GHz fixed-wireless licenses, the outcome of which will
likely increase the number of 39 GHz service providers in the United States.
Teligent has submitted an application to participate in this auction. Some
companies, such as TeraBeam Corporation, may seek to deploy fiberless optical
technologies that rely on light waves such as laser beams to carry signals.
Additionally, other companies have filed applications for global broadband
satellite systems proposed to be used for broadband voice and data services. If
developed, these systems could also present us with significant competition.
Other Competitors. We also face local and long distance competition from
AT&T, MCI WorldCom, Sprint, and other IXCs. We may face competition from
electric utilities (several have secured the necessary authorizations to
provide local telephone service and are in various stages of implementing their
business plans), ILECs operating outside their current local service areas, and
other providers. These entities provide transmission services using
technologies that may enjoy a greater degree of market acceptance than our
wireless broadband technology in the provision of last mile services. Moreover,
the consolidation of telecommunications companies and the formation of business
alliances within the telecommunications industry, which have accelerated as a
result of the passage of the Telecommunications Act, could give rise to
significant new or stronger competitors. We may not be able to compete
effectively in any of our market areas.
Long Distance Telecommunications Market
The long distance market has relatively insignificant barriers to entry,
numerous entities competing for the same customers and a high average churn
rate as customers frequently change long distance providers in response to the
offering of lower rates or promotional incentives by competitors. We compete
with major carriers such as AT&T, Sprint and MCI WorldCom, as well as other
national and regional long distance carriers and resellers. Bell Atlantic, the
first RBOC to receive in-region long distance authority, is now competing in
the long distance market in the state of New York and Southwestern Bell
Telephone Co. has sought similar FCC approval for the state of Texas. We
believe that one or more other RBOCs may compete in the long distance
telecommunications industry in certain states by year-end 2000. See "Government
Regulation." ISPs also will compete in this market. We believe that the
principal competitive factors affecting our market share will be pricing,
customer service, accurate billing, clear pricing policies and, to a lesser
extent, variety of services. Our ability to compete effectively will depend on
maintaining high quality, market-driven services at prices generally perceived
to be equal to or below those charged by our competitors. To maintain a
competitive posture, we believe that we must be in a position to reduce prices
in order to meet reductions in rates, if any, by others. Any such reductions
could adversely affect us. In addition, ILECs have been obtaining additional
pricing flexibility for certain services. This may enable ILECs to give volume
discounts to larger long distance customers, which also would put our long
distance business at a disadvantage in competing with these providers.
Internet Services
Our Internet services face significant competition from other ISPs, as
well as from other ILECs, CLECs and IXCs. There is a great deal of competition
in the delivery of Internet service to small and medium-sized businesses, our
target market. We believe our local networks provide a low-cost advantage in
delivering Internet service. However, there can be no assurance that we can
successfully compete with larger and more established companies that already
provide Internet service or have resources to enter the market.
Intellectual Property
We use the name "Teligent" as our primary business name and service mark
in the United States. We own U.S. Reg. Nos. 2,290,419, 2,265,163, 2,306,392 and
2,265,162 for the TELIGENT mark in connection with a variety of communications
services. Three of the registrations were issued by the U.S. Trademark Office
in 1999 and one was issued in January, 2000.
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In addition, we own a U.S. service mark registration for THE SMART WAY TO
COMMUNICATE, U.S. Reg. No. 2,220,244, for use with communications services,
issued January 26, 1999. We have also filed several applications with the U.S.
Trademark Office to register marks that we are using or which we intend to use,
including SMARTWAVE, E.MAGINE and other marks. We reasonably believe that the
applications will mature to registration, but there is no assurance until the
registrations are actually issued. We are also pursuing the registration of
service marks and trademarks in various countries outside the United States. We
have secured some of those registrations, but we are still in the application
prosecution stage for the majority of them. If we decide to conduct business in
a country in which we are unable to obtain rights to some of the marks we use
in the U.S., including "TELIGENT," we may determine to license rights to use
those marks or conduct business under a different name or mark.
We rely upon a combination of licenses, confidentiality agreements and
other contractual covenants, to establish and protect our technology and other
intellectual property rights. We currently have no patents; however, we have a
U.S. patent application pending for our online customer billing and usage
system known as e.magine SM and another U.S. application pending for our
proprietary active repeater antenna technology. In addition, we have filed a
patent application for the e.magine SM system under the WIPO patent application
procedures, preserving our right to file patent applications in most countries
outside of the United States.
We cannot be sure the steps we take will be adequate to prevent
misappropriation of our technology or other intellectual property or that our
competitors will not independently develop technologies that are substantially
equivalent or superior to Teligent's technology. Moreover, although we believe
that our business as currently conducted does not infringe upon the valid
proprietary rights of others, we cannot be sure that third parties will not
assert infringement claims against Teligent or that, in the event of an
unfavorable ruling on any such claim, a license or similar agreement to utilize
technology that we rely upon in the conduct of our business will be available
on reasonable terms.
Government Regulation
Overview
Our fixed wireless broadband services are subject to regulation by
federal, state and local governmental agencies. We have authority to offer
competitive local telephone services in 39 states and the District of Columbia,
covering all of our 74 licensed major market areas. We have also successfully
negotiated interconnection agreements with all of the major local exchange
carriers, including Ameritech, Bell Atlantic, GTE, Pacific Bell, Southwestern
Bell, Sprint, Bell South and US WEST.
At the federal level, the FCC has jurisdiction over the use of the
electromagnetic spectrum (i.e., the frequency bands used to provide our
wireless services) and has exclusive jurisdiction over all interstate
telecommunications services, that is, those that originate in one state and
terminate in another state or country. State regulatory commissions generally
have jurisdiction over intrastate communications, that is, those that originate
and terminate in the same state. Municipalities and other local jurisdictions
may regulate limited aspects of our business by, for example, imposing zoning
and franchise requirements and requiring installation permits. We are also
subject to taxation at the federal and state levels and may be subject to
varying taxes and fees from local jurisdictions.
Federal Legislation
The Telecommunications Act. The Telecommunications Act, enacted on
February 8, 1996, established local exchange competition as a national policy
by removing state regulatory barriers to competition and preempting laws
restricting competition in the local exchange market. The Telecommunications
Act mandated that ILECs comply with various requirements designed to foster
competition. In addition, the Telecommunications Act allows RBOCs to provide
in-region inter-LATA or long distance services on a state-by-state basis once
certain market-opening requirements are implemented and entry is determined to
be in the
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public interest. The provisions of the Telecommunications Act are designed to
ensure that RBOCs take affirmative steps to level the playing field for their
competitors so that others can compete effectively before the RBOC secures in-
region long-distance entry. To date, only Bell Atlantic has gained authority to
provide in-region inter-LATA service for the state of New York, although
Southwestern Bell has an application pending at the FCC for such authority for
the state of Texas.
Federal Regulation
The Telecommunications Act Regulations. The Telecommunications Act in
some sections is self-executing, but in most cases the FCC must issue
regulations that identify specific requirements before we and our competitors
can proceed to implement the changes prescribed by the Telecommunications Act.
The outcome of these various ongoing FCC rulemaking proceedings or judicial
appeals of such proceedings could materially affect our business, financial
condition and results of operations.
Certain of our interconnection agreements are currently being
renegotiated because they have reached their expiration dates and others will
reach their expiration dates and will become subject to renegotiation this
year. While these agreements contain provisions for uninterrupted
interconnection during the renegotiation period, we may not be able to obtain
comparable provisions in the subsequent agreements or we may have to resort to
the states for resolution pursuant to arbitration under the Telecommunications
Act. In November 1999, the FCC adopted new rules for unbundled network
elements, or UNEs. While we rely less on UNEs than many of our competitors, we
may not be able to obtain provisions in interconnection agreements that
incorporate these UNE modifications to benefit us.
FCC Licensing. The Communications Act of 1934 imposes certain
requirements relating to licensing, common carrier obligations, and reporting.
We believe that we are in compliance with all FCC requirements relating to our
licenses and common carrier obligations, including our "Section 214"
authorization which authorizes us to provide international facilities-based and
resold telecommunications services between the U.S. and virtually any other
country. We must maintain--and currently do have--tariffs on file with the FCC
governing our provision of domestic interstate and international common carrier
telecommunications services. On October 30, 1998, the FCC granted Teligent's
petition for a public interest determination that its license-holding
subsidiaries could increase their indirect foreign ownership from WTO countries
up to a 49.9% non-controlling level through fluctuations in publicly traded
shares without obtaining prior FCC approval. Our foreign ownership is currently
below 49.9%.
Numerous federal regulatory proceedings are pending regarding issues that
may materially affect us, including but not limited to the rules governing use
of the spectrum licensed to us in any band and the radio equipment we use,
universal service, preemption of barriers to competition and access to rights-
of-way and buildings. For example, the FCC has proposed to adopt new rules for
future fixed wireless licensing in the 24 GHz band which include proposals to
auction available spectrum and to adopt modified service rules for 24 GHz
operations. The licensing rules that the FCC has proposed may never be adopted.
Moreover, the point-to-multipoint equipment we currently use may not comply
with the service rules ultimately adopted by the FCC. The FCC is also
considering whether to adopt new rules to address non-discriminatory building
access for all service providers. These rules may never be adopted, and if they
are, they may not enhance our ability to gain access.
State Regulation
Many of our services are classified as intrastate services subject to
state regulation. All of the states where we operate require some degree of
state regulatory commission approval to provide certain intrastate services. In
most states, intrastate tariffs are also required for various intrastate
services, although we are not typically subject to price or rate of return
regulation for tariffed intrastate services. We have received state
authorizations to provide facilities-based local and long distance services in
39 states and the District of
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Columbia, covering all 74 of our licensed market areas. Of the remaining eleven
states, we have obtained resold long distance-only authority in ten states and
still have an application pending for such authority in Alaska.
Local Regulation
We need to interact with local governments in a variety of ways. How
diverse local governments will exercise traditional functions, including
zoning, permitting and management of rights of ways, and address the expansion
of telecommunications competition and varying means of entry in particular, is
uncertain. The kinds and timing of approvals required to install antennas and
conduct other aspects of our business varies among local governments and may
also vary with the specific technology or equipment configuration.
While the Telecommunications Act permits local governments to manage
rights of way, the scope of that authority, including the circumstances when
fees can be charged and the amount of such charges, has already been the
subject of numerous disputes between telecommunications carriers and local
governments. In addition, some local governments have been requiring
substantial filings and review before telecommunications carriers can operate
in their licensed areas and have also required the payment of significant
franchise fees or taxes. Some of these disputes involving franchising
requirements, antenna siting, and rights-of-way are in litigation and more
litigation is likely. The FCC has recently prevented enforcement of certain
state and local regulations that had the effect of inhibiting local
competition. Any inability or unwillingness by the FCC or the courts to preempt
additional state and local regulations in a timely fashion could adversely
impact us.
Employees
As of March 14, 2000, we had a total of 2,882 employees. We are not a
party to any collective bargaining agreements and believe that our relations
with our employees are good.
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SECURITY OWNERSHIP OF BENEFICIAL OWNERS,
MANAGEMENT AND SELLING STOCKHOLDER
The following table sets forth certain information with respect to the
beneficial ownership of our common stock (1) as of March 14, 2000, giving
effect to the conversion of the Series B-1 common stock as a result of the
Liberty Media acquisition of Associated and (2) as adjusted to reflect the sale
of shares of Class A common stock in this offering by us and by one of our
stockholders (without giving effect to the underwriters' overallotment option)
by our directors, executive officers, and directors and officers as a group and
each person known by us to beneficially own more than 5% of our outstanding
voting securities. Percentages are based on total amounts of common stock
outstanding on March 14, 2000 and assume conversion of all Series A preferred
stock into Class A common stock since the Series A preferred stock votes on an
as-converted basis common. The following table does not reflect the two-for-one
split of our common stock that we expect to occur in or after May 2000.
Percentage
Class A Common Class B Common of Voting Power
Stock(/1/) Stock(/1/)(/2/) Outstanding
------------------------------------- ------------------------------- -----------------
Percent of Class Percent of Class
-------------------- --------------------
Number of Before the After the Number of Before the After the Before After
Name Shares Offering Offering Shares Offering Offering Offering Offering
- ---- ---------- ---------- --------- ---------- ---------- --------- -------- --------
Liberty Media
Corporation............ 21,436,689 51.5% 46.0% -- -- -- 33.5% 31.6%
9197 South Peoria
Street
Englewood, CO 80112
Telcom Ventures,
L.L.C.(/3/)............ -- -- -- 16,477,210 74.0% 72.8% 25.8% 22.8%
200 N. Union Street,
Suite 300
Alexandria, VA 22201
Nippon Telegraph and
Telephone
Corporation(/4/)....... -- -- -- 5,783,400 26.0% 27.2% 9.1% 8.5%
Kowa Nishi-Shimbashi
Bldg.-B
14-1 Nishi-Shimbashi 2-
chome,
Minato-ku, Tokyo 105-
0003
Japan
Microsoft
Corporation(/5/)....... 3,543,409 8.5% 7.6% -- -- -- 5.5% 5.2%
One Microsoft Way
Building 8/2126
Redmond, WA 98052
Hicks, Muse, Tate &
Furst
Incorporated(/6/)...... 3,543,461 8.5% 7.6% -- -- -- 5.5% 5.2%
200 Crescent Court
Suite 1600
Dallas, TX 75201
CURRENT DIRECTORS
Robert R. Bennett(/7/).. -- -- -- -- -- -- -- --
David J. Berkman(/8/)... 200,000 * * -- -- -- * *
Thomas O. Hicks(/9/).... 3,543,461 8.5% 7.6% -- -- -- 5.5% 5.2%
Gary S. Howard(/10/).... -- -- -- -- -- -- -- --
Alex J. Mandl(/11/)..... 3,232,866 7.8% 6.9% -- -- -- 5.1% 4.8%
Tetsuro Mikami(/12/).... -- -- -- -- -- -- -- --
Dr. Rajendra
Singh(/13/)............ 80,888 * * 16,477,210 74.0% 72.8% 25.9% 22.9%
Neera Singh(/14/)....... 80,888 * * 16,477,210 74.0% 72.8% 25.9% 22.9%
NAMED OFFICERS WHO ARE
NOT DIRECTORS
Kirby G. Pickle,
Jr.(/15/).............. 521,660 1.2% 1.1% -- -- -- * *
Laurence E.
Harris(/16/)........... 183,996 * * -- -- -- * *
Steven F. Bell(/17/).... 121,776 * * -- -- -- * *
Cindy L. Tallent(/18/).. 22,051 * * -- -- -- * *
Directors and executive
officers of Teligent as
a group (12 persons)... 7,906,698(/19/) 19.0% 17.0% 16,477,210 74.0% 72.8% 38.2% 34.4%
- --------
* Less than 1%
(1) Unless otherwise indicated, each beneficial owner listed above has
represented that he, she or it possesses sole voting and sole investment
power with respect to the shares beneficially owned by such person, entity
or group and includes all options, warrants and
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convertible securities currently exercisable or exercisable within 60 days
of March 14, 2000. The percentages of beneficial ownership as to each
person, entity or group assume the exercise or conversion of all options,
warrants and convertible securities held by such person, entity or group.
(2) Each share of Class B common stock is convertible at any time, at the
option of the registered holder thereof, into one fully paid and
nontransferable share of Class A common stock, subject to adjustment for
any stock splits. Of the outstanding shares of our Class B common stock,
Telcom Ventures beneficially owns Series B-2 shares and NTT beneficially
owns Series B-3 shares.
(3) We have granted the registered holder of the shares of Class B common
stock beneficially owned by Telcom Ventures, L.L.C., through its
affiliate Telcom-DTS Investors, L.L.C., rights to have its shares of
Class B common stock, which have been or are convertible into shares of
Class A common stock, registered under the Securities Act. Upon
completion of the offering, Telcom Ventures will beneficially own
15,477,210 shares of Class B common stock.
(4) We have granted the registered holder of the shares of Class B common
stock beneficially owned by NTT, through its affiliate NTTA&T Investment,
Inc., rights to have its shares of Class B common stock, which have been
or are convertible into shares of Class A common stock, registered under
the Securities Act.
(5) Includes 3,543,409 shares of Class A common stock issuable upon
conversion of 200,000 shares of Series A preferred stock acquired in a
private offering completed December 3, 1999 and 3,746 shares of Series A
preferred stock paid as a dividend on February 28, 2000.
(6) Includes 3,543,461 shares of Class A common stock issuable upon
conversion of 200,000 shares of Series A preferred stock acquired by
various funds controlled by Hicks, Muse, in a private offering completed
December 3, 1999 and 3,749 shares of Series A preferred stock paid as a
dividend on February 28, 2000.
(7) Does not include 21,436,689 shares of Class A common stock held of record
by Microwave Services, Inc., an entity controlled by Liberty AGI, Inc.
Mr. Bennett is a director and an executive officer of both Microwave
Services, Inc. and Liberty AGI, Inc. Mr. Bennett expressly disclaims
beneficial ownership of any shares held by Microwave Services, Inc.
(8) All 200,000 shares of Class A common stock reported are issuable upon
exercise of Mr. Berkman's stock options.
(9) Includes 3,543,461 shares of Class A common stock issuable upon
conversion of 203,749 shares of Series A preferred stock acquired by
various funds controlled by Hicks, Muse, referred to in Note 7 above. Mr.
Hicks is the chief executive officer of Hicks, Muse and sole member and
manager of Fund IV LLC, which is the sole general partner of Hicks GP
Partners, which is the sole general partner of HM4/GP Partners, which is
the sole general partner of each of Equity L.P. and Private L.P. Equity
L.P. is the sole member of Qualified LLC, and Private L.P. is the sole
member of Private LLC. Hicks GP Partners is also the sole general partner
of each of 4-SBS L.P. and 4-EQ L.P. 4-SBS L.P. is the sole member of 4-
SBS LLC, and 4-EQ L.P. is the sole member of 4-EQ LLC. Mr. Hicks is also
the sole member of Fund IV Cayman LLC, which is the sole general partner
of GP Cayman L.P., which is the sole general partner of HM Equity C.V.,
which is the sole general partner of PG-IV C.V. PG-IV C.V. is the sole
member of PG-IV LLC. Mr. Hicks is also the sole member of Bridge Partners
LLC, which is the sole general partner of Bridge Partners L.P., which is
the sole member of Bridge LLC. Mr. Hicks expressly disclaims beneficial
ownership of these shares except to the extent of his pecuniary interests
in such shares.
(10) Does not include 21,436,689 shares of Class A common stock held of
record by Microwave Services, Inc., an entity controlled by Liberty AGI,
Inc. Mr. Howard is a director and an executive officer of both Microwave
Services Inc. and Liberty AGI, Inc. Mr. Howard expressly disclaims
beneficial ownership of any shares held by Microwave Services, Inc.
(11) Includes 3,004,866 shares of Class A common stock issuable upon exercise
of Mr. Mandl's stock options. Also includes 3,000 shares of Class A
common stock held by Mr. Mandl's wife.
(12) Does not include 5,783,400 shares of Class B common stock reported as
beneficially owned by NTT. As a Director, Overseas Carrier Business
Group, Global Business Division of NTT, Tetsuro Mikami may be deemed to
be the beneficial owner of the shares of Class B common stock
beneficially owned by NTT.
(13) All 80,888 shares of Class A common stock reported are issuable upon
exercise of Dr. Singh's stock options. Also includes 16,477,210
(15,477,210 upon completion of this offering) shares of Class B common
stock reported as beneficially owned by Telcom Ventures, L.L.C. All such
Class B shares are held by Telcom-DTS Investors, L.L.C. Dr. Singh (a)
owns approximately 39.5% of the voting shares of Cherrywood Holdings,
Inc., and (b) is the spouse of Ms. Singh, a director of Teligent, who
owns or has the power to vote the remaining voting shares of Cherrywood
Holdings, Inc. Cherrywood Holdings, Inc. owns 75% of the voting
securities of Telcom Ventures, L.L.C., which in turn owns approximately
98% of the voting securities of Telcom-DTS Investors, L.L.C. As the
Chief Executive Officer, a Director and, together with members of his
family, the principal owners of Telcom Ventures, L.L.C. Dr. Singh may be
deemed to be the beneficial owner of the shares of Class B common stock
beneficially owned by Telcom Ventures, L.L.C. Dr. Singh disclaims
beneficial ownership in any shares not owned by him.
(14) Includes all 80,888 shares of Class A common stock issuable upon
exercise of Dr. Singh's stock options referred to in Note 13 above. Also
includes 16,477,210 (15,477,210 upon completion of this offering) shares
of Class B common stock reported as beneficially owned by Telcom
Ventures, L.L.C. All such Class B shares are held by Telcom-DTS
Investors, L.L.C. Ms. Singh (a) owns approximately 39.5% of the voting
shares of Cherrywood Holdings, Inc., (b) is a co-trustee of two trusts
owning an aggregate of approximately 21% of the voting shares of
Cherrywood Holdings, Inc. and (c) is the spouse of Dr. Singh, a director
of Teligent, who owns approximately 39.5% of the voting shares of
Cherrywood Holdings, Inc. Cherrywood Holdings, Inc. owns 75% of the
voting securities of Telcom Ventures, L.L.C., which in turn owns
approximately 98% of the voting securities of Telcom-DTS Investors,
L.L.C. As, together with members of her family, the principal owners of
Telcom Ventures, L.L.C., Ms. Singh may be deemed to be the beneficial
owner of the shares of Class B common stock beneficially owned by Telcom
Ventures, L.L.C. Ms. Singh disclaims beneficial ownership in any shares
not owned by her.
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(15) Includes 506,660 shares of Class A common stock issuable upon exercise of
Mr. Pickle's stock options.
(16) All 183,996 shares of Class A common stock reported are issuable upon
exercise of Mr. Harris' stock options.
(17) All 121,776 shares of Class A common stock reported are issuable upon
exercise of Mr. Bell's stock options.
(18) Includes 17,355 shares of Class A common stock issuable upon exercise of
Ms. Tallent's stock options. Also includes 1,000 shares of Class A common
stock held by Ms. Tallent's husband.
(19) Includes shares held directly, as well as shares held jointly with family
members, shares held in retirement accounts, held in a fiduciary
capacity, held by certain of the group members' families, or held by
trusts of which the group member is a trustee or substantial beneficiary,
with respect to which shares the group member may be deemed to have sole
or shared voting and/or investment powers. Also includes 4,115,541 shares
of Class A common stock issuable upon exercise of stock options held by
all directors and executive officers as a group. Does not include the
shares of Class B common stock reported as beneficially owned by Telcom
Ventures or NTT. See notes 12, 13 and 14 above.
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DESCRIPTION OF CAPITAL STOCK
The following description of our capital stock is based upon our
certificate of incorporation, the certificate of designation relating to the
Series A preferred stock, our by-laws and applicable provisions of law. The
following description is qualified in its entirety by reference to such
certificate of incorporation, certificate of designation and by-laws, which
have been filed by us with the SEC. See "Incorporation of Documents by
Reference" for information sources at which you can locate copies of our
certificate of incorporation, certificate of designation and by-laws.
Certain provisions of our certificate of incorporation, certificate of
designation and by-laws summarized in the following paragraphs may be deemed to
have an anti-takeover effect and may delay, defer or prevent a tender offer or
takeover attempt that a stockholder might consider in its best interests,
including those attempts that might result in a premium over the market price
for shares held.
Authorized and Outstanding Capital Stock
Our authorized capital stock consists of 265,000,000 shares of common
stock and 10,000,000 shares of preferred stock. Of the 265,000,000 authorized
shares of our common stock, 200,000,000 shares are designated as Class A common
stock and 65,000,000 shares are designated as Class B common stock. Of the
65,000,000 authorized shares of Class B common stock, 30,000,000 shares are
designated as Class B, Series 1 (the "Series B-1 common stock"), 25,000,000
shares are designated as Class B, Series 2 (the "Series B-2 common stock") and
10,000,000 shares are designated as Class B, Series 3 (the "Series B-3 common
stock"). As of March 14, 2000, and after giving effect to the conversion of the
Series B-1 common stock pursuant to the Associated acquisition, there were
32,781,419 shares of Class A common stock issued and outstanding; no shares of
Series B-1 shares are outstanding; 16,477,210 shares of Series B-2 common stock
issued and outstanding, held by the Selling Stockholder of which 1,000,000
shares are proposed to be converted into Class A common stock and sold in the
offering hereby; and 5,783,400 shares of Series B-3 common stock issued and
outstanding, held by Nippon Telegraph and Telephone Corporation ("NTT"). Of the
10,000,000 shares of preferred stock authorized, 500,000 shares of Series A
preferred stock due 2014 were issued on December 3, 1999. An additional 9,370
shares of Series A preferred stock were issued as dividends to the holders
thereof on February 28, 2000.
Common Stock
Voting Rights. In general, the rights of Class A common stock and Class B
common stock shareholders are substantially identical, except that until the
number of shares held by holders of the respective Series B-2 and Series B-3
common stock fall below certain thresholds, such holders will have the right to
elect the director to the Company's board of directors. As described below, the
Series A preferred stock votes on an as converted basis with the holders of
Class A common stock.
There are currently eight directors. According to our Certificate of
Incorporation, the holders of Class A common stock, the holders of Class B
common stock and the holders of Series A preferred stock, voting together as a
single class, are entitled to elect five members of our board of directors (the
"Common Directors"). The other three directors are elected by the holders of
Series B-2 common stock, holders of Series B-3 common stock and the holders of
the shares purchased by Hicks, Muse, respectively. Some of our stockholders
have entered into an agreement governing how they vote their shares to elect
members of our board. The election of directors is further described below. See
"Stockholders Agreement."
Pursuant to our certificate of incorporation, the holders of Series B-2
common stock, voting as a separate class, are entitled to elect one member of
our board of directors. However, if at any time the number of issued and
outstanding shares of Series B-2 common stock is less than 10% of the aggregate
number of
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issued and outstanding shares of common stock then, without any further action
by us or any other party, all such issued and outstanding shares of Series B-2
common stock will automatically be converted into an equal number of shares of
Class A common stock and the holders of the converted Series B-2 common stock
will no longer be entitled to elect a director by virtue thereof.
If at any time (A) the number of issued and outstanding shares of Series
B-3 common stock is less than (1) 3% of the aggregate number of issued and
outstanding shares of common stock or (2) 1,156,680 shares of Series B-3 common
stock or (B) NTT or any person or entity controlled by it chooses at any time
to engage in, or make a material investment in any person or entity whose
principal business is, the provision in the United States of any terrestrial
fixed wireless local telecommunications services we offer in the same market
segments (i.e., business or residential), then, without any further action by
us or any party, all such issued and outstanding shares of Series B-3 common
stock will no longer be entitled to elect a director.
Except as otherwise required by law or, as described herein, the holders
of shares of common stock and the Series A preferred stock vote together as a
single class on all matters presented to a vote of stockholders. Each
registered holder of common stock is entitled to one vote per share, and each
holder of Series A preferred stock is entitled to one vote per share of common
stock into which the Series A preferred stock is convertible. There is no
cumulative voting.
Stockholders Agreement. Alex J. Mandl, Liberty Media, Telcom-DTS
Investors, L.L.C., and Microwave Services, Inc., entered into a Stockholders
Agreement dated as of January 13, 2000. The Stockholders Agreement provides
that the parties will vote their shares so that our board shall consist of
eight directors, of which three directors will be nominees of Liberty Media and
two directors will be nominees of Telcom. The other three directors will be
Alex J. Mandl for so long as Alex J. Mandl is our chief executive officer, one
director nominated by NTT, the holder of our Series B-3 common stock, for so
long as the holders of Series B-3 common stock are entitled to designate a
director, and one director nominated by Hicks, Muse, and its affiliates and
their officers, directors, partners and employees and their families for so
long as such group holds a specified amount of shares of Series A preferred
stock or shares of Class A common stock issued upon conversion thereof. In the
event that Alex J. Mandl is no longer a director, NTT is no longer entitled to
designate a director or Hicks, Muse is no longer entitled to designate a
director, the replacement for such director will be an additional designee
mutually acceptable to each of the nominees of Liberty Media, Telcom and one
other director. The Stockholders Agreement terminates on the earlier of the
following: (1) the consummation of a merger transaction in which all of the
outstanding shares of Class A common stock of the Registrant are acquired by
any party, (2) September 30, 2001 and (3) September 30, 2000 (in the case of a
written agreement between MSI and Telcom prior to such date, providing that the
Stockholders Agreement shall be terminated as of September 30, 2000).
The following persons are currently directors of our company: Robert R.
Bennett, David J. Berkman, Thomas O. Hicks, Gary S. Howard, Alex J. Mandl,
Tetsuro Mikami, Neera Singh and Dr. Rajendra Singh.
Transfers of Certain Common Stock. Under our certificate of
incorporation, no holder of shares of Class B common stock may transfer, and we
may not register, or permit the transfer agent for such common stock to
register, the transfer of any shares of Class B common stock or any interest
therein, whether by sale, assignment, gift, bequest, pledge, hypothecation,
encumbrance, or any other disposition, except to a Permitted Transferee (as
defined below) of such holder. If a holder of shares of Class B common stock
transfers any such shares to any person or entity other than a Permitted
Transferee of such holder, such transfer, without any further action by us or
of any party, will automatically convert such shares into an equal number of
shares of Class A common stock from the date of such transfer. The certificate
of incorporation defines "Permitted Transferee" to mean only: (1) in the case
of any holder of shares of Series B-2 common stock, Dr. Rajendra Singh, Neera
Singh and any corporation, partnership or other business entity directly or
indirectly controlled by Dr. Rajendra Singh, Neera Singh or their respective
executors (to the extent acting in such capacity) or direct descendants;
provided, however, that if any holder of Series B-2 common stock ceases to be
so controlled, then any shares of Series B-2 common stock held by such holder
will be deemed to have been transferred to a
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person or entity other than a Permitted Transferee; and (2) in the case of any
holder of shares of Series B-3 common stock, Nippon Telegraph and Telephone
Corporation and any corporation, partnership or other business entity directly
or indirectly controlled by Nippon Telegraph and Telephone Corporation at the
time of transfer.
Any holder of shares of Class B common stock, or any Permitted Transferee
of such holder, may grant a security interest in, or pledge, pursuant to a bona
fide financing arrangement involving the holder or Permitted Transferee, all or
any portion of the holder's or Permitted Transferee's shares of Class B common
stock, if (1) the grant or pledge does not require registration or
qualification pursuant to any federal or state securities laws and (2) we
receive copies of any instruments evidencing the grant or pledge and the
secured party's or pledgee's written acknowledgment that it has reviewed the
terms of the certificate of incorporation. No such grant or pledge will by
itself cause the conversion of any such shares of Class B common stock into
shares of Class A common stock. If any secured party or pledgee (which is not a
Permitted Transferee of the holder making such grant or pledge) forecloses upon
any such shares of Class B common stock, such foreclosure, without any further
action by us or any other party, will automatically and irrevocably convert
such shares into an equal number of shares of Class A common stock from the
date of such foreclosure.
Conversion into Class A Common Stock. Under our certificate of
incorporation, each share of Class B common stock is convertible at any time,
at the option of the registered holder, into one fully paid and nonassessable
share of Class A common stock, subject to adjustment for any stock split.
Liquidation. In the event of any voluntary or involuntary liquidation,
dissolution or winding up of our company, after distribution in full of any
amounts to be distributed to holders of shares of preferred stock, unless
otherwise required by law, holders of shares of common stock are entitled to
receive all the remaining assets. Distribution of such remaining assets to the
holders of common stock will be in proportion to the number of shares of common
stock held by them. Under the certificate of incorporation, the holders of
common stock will participate in such assets as if all classes and series of
common stock constituted a single class of stock.
Dividends. The holders of our shares of common stock will be entitled to
receive, when, as and if declared by the board of directors, out of our assets
which are by law available therefor, dividends payable either in cash, in
property or in shares of capital stock. The payment of such dividends is
subject to the preferential rights of holders of preferred stock. Under the
certificate of incorporation, no dividend will be declared or paid in respect
to any class of common stock unless the holders of all classes of common stock
receive the same per share dividend, payable in the same amount and type of
consideration, as if such classes constituted a single class. However, if any
dividend is declared that is payable in shares of common stock, or in other
rights to acquire shares of common stock, then (1) such dividend will be
declared and paid at the same rate per share with respect to each class of
common stock, (2) the dividend payable on shares of Class A common stock will
be payable only in shares of, or in other rights to acquire shares of, Class A
common stock and (3) the dividend payable on shares of each series of Class B
common stock will be payable only in shares of, or in other rights to acquire
shares of, the same series of Class B common stock.
Transfer Agent and Registrar. The Transfer Agent and Registrar for our
Class A common stock and our Class B-2 common stock is First Union National
Bank.
Preferred Stock
Under our certificate of incorporation, the board of directors has the
authority to create one or more series of preferred stock, to issue shares of
preferred stock in such series up to the maximum number of shares of preferred
stock authorized, and to determine the preferences, rights, privileges and
restrictions of any series, including the dividend rights, voting rights,
rights and terms of redemption, liquidation preferences, the number of shares
constituting any such series and the designation of such series. The authorized
shares of preferred stock, as well as authorized but unissued shares of common
stock, are available for issuance without further
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action by the our stockholders, except to the extent stockholder action is
required by applicable law or by the rules of a stock exchange or quotation
system on which any series of our stock may then be listed or quoted, or as
required by our certificate of incorporation or by-laws.
The 7 3/4% Series A Convertible Preferred Stock due 2014 has the
following terms:
Rank. The shares of Series A preferred stock rank, with respect to
dividend rights and rights on liquidation, winding-up and dissolution, (1)
senior to all shares of common stock and to each other class of our capital
stock or preferred stock, the terms of which do not expressly provide that it
ranks senior to or on a parity with the shares of the Series A preferred stock
as to dividend rights and rights on liquidation, winding-up and dissolution of
our company; (2) on a parity with additional shares of Series A preferred stock
issued by us and each other class of our capital stock or series of preferred
stock the terms of which expressly provide that such class or series will rank
on a parity with the shares of the Series A preferred stock as to dividend
rights and rights on liquidation, winding-up and dissolution, if we, in issuing
the shares, comply with applicable provisions in the certificate of
designation; and (3) junior to each class of our capital stock or series of
preferred stock, the terms of which expressly provide that such class or series
will rank senior to the shares of Series A preferred stock as to dividend
rights and rights upon liquidation, winding-up and dissolution, if we, in
issuing the shares, comply with applicable provisions in the certificate of
designation.
Dividends. The holders of the shares of Series A preferred stock are
entitled to receive with respect to each share of Series A preferred stock, out
of funds legally available for the payment of dividends, dividends at a rate
per annum of 7 3/4% of the then-effective liquidation preference. Such
dividends shall be cumulative from the date of issuance of the Series A
preferred stock and shall be payable quarterly in arrears. We shall make any
dividend payments with respect to any period (1) prior to November 30, 2004, by
delivery of shares of Series A preferred stock, and (2) after November 30,
2004, (a) in cash, (b) by delivery of shares of Series A preferred stock or (c)
through any combination of the foregoing.
Conversion. The holders of shares of Series A preferred stock have the
right, generally, at any time, to convert any of or all their shares of Series
A preferred stock into a number of fully paid and nonassessable shares of Class
A common stock equal to the then effective liquidation preference thereof plus
accrued and unpaid dividends to the date of conversion divided by the
conversion price in effect at the time of conversion. The initial conversion
price is $57.50 per common share.
Redemption. The shares of Series A preferred stock may be redeemed at any
time commencing on or after November 30, 2004 (or earlier, if, under the
certificate of designation, certain conditions relating to a change of control
(as defined in the certificate of designation) shall have occurred), in whole
or from time to time in part, at our election, at a redemption price payable in
cash equal to 100% (or, under certain conditions described below relating to a
change of control, 101%) of the then effective liquidation preference plus
accrued and unpaid dividends from the last dividend payment date to the date
fixed for redemption. Shares of Series A preferred stock (if not earlier
redeemed or converted) shall be mandatorily redeemed by us on November 30,
2014, at a redemption price per share in cash equal to the then effective
liquidation preference, plus accrued and unpaid dividends thereon from the last
dividend payment date to the date of mandatory redemption.
Change of Control. Upon occurrence of a change of control (as defined in
the certificate of designation), the holders of Series A preferred stock shall
have the right to either (a) continue to hold their shares of Series A
preferred stock or securities issued in respect of Series A preferred stock in
connection with such change of control and in compliance with the terms of the
certificate of designation, (b) convert their shares of Series A preferred
stock (including shares received as a special payment (defined below)) and, if
the change of control occurs prior to November 30, 2004, receive the special
payment on such shares or (c) elect to have their shares of Series A preferred
stock remarketed as described below.
If the conversion option described above is selected with respect to a
share of Series A preferred stock, the holder of such share of Series A
preferred stock shall be deemed to have elected to convert such
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share in accordance with provisions of the certificate of designation and, if
the change of control occurs prior to November 30, 2004, we shall issue, and
the holder shall be entitled to receive, in respect of such share selected for
the conversion option, a number of shares of Series A preferred stock
determined pursuant to a formula set forth in the certificate of designation
(the "special payment"). Any shares of Series A preferred stock received as a
special payment may then be converted by the holder thereof as provided in the
certificate of designation.
If the remarketing option described above is selected with respect to a
share of Series A preferred stock, such holder shall be deemed to have elected
to waive such holder's right to receive the special payment with respect to
such change of control and we shall thereafter have the option to either (a)
have such share redeemed in accordance with the provisions for optional
redemption contained in the certificate of designation, except that the
redemption price shall be 101% of the liquidation preference of such share plus
accrued and unpaid dividends from the last dividend payment date to the
redemption date, or (b) remarket such share for the account of such holder and,
if the net proceeds to such holder of such remarketing are less than 101% of
the liquidation preference of such share plus accrued and unpaid dividends
thereon from the last dividend payment date to the date payment is received by
such holder in respect of such share, we shall issue to and sell for the
account of such holder a sufficient number of shares of Class A common stock to
make up such shortfall. If we do not, within 180 days after the date of the our
giving written notice of our election of (a) or (b) above, settle the claim
with the holder pursuant to (a) or (b) above, then the holder shall have the
option, for a period of 10 business days, of electing the conversion option
described above.
Voting Rights. The holders of the shares of Series A preferred stock are
entitled to vote on all matters that the holders of our Class A common stock
are entitled to vote upon. In exercising these voting rights, each share of
Series A preferred stock shall be entitled to vote on an as-converted basis
with the holders of our Class A common stock. The approval of the holders of at
least a majority of the then-outstanding shares of Series A preferred stock,
voting as one class, will be required for us to take certain actions. In
addition, the holders of our Series A preferred stock, voting as a class, have
a right to elect a director under certain circumstances. See "Common Stock--
Voting Rights".
UNITED STATES FEDERAL TAX CONSEQUENCES TO NON-U.S. HOLDERS
The following is a general discussion of the material U.S. federal income
and estate tax consequences of the ownership and disposition of our common
stock by Non-U.S. Holders. For the purpose of this discussion, a Non-U.S.
Holder is any holder that for U.S. federal income tax purposes is not a U.S.
person. The term "U.S. person" means:
. a citizen or resident of the United States;
. a corporation (or other entity taxable as a corporation) created or
organized in the United States or under the laws of the United States
or any political subdivision thereof; or
. an estate or trust the income of which is subject to U.S. federal
income taxation regardless of its source.
This discussion does not address all aspects of U.S. federal income and
estate taxation that may be relevant in light of a Non-U.S. Holder's particular
facts and circumstances, such as being a U.S. expatriate, and does not address
any tax consequences arising under the laws of any state, local or non-U.S.
taxing jurisdiction. Furthermore, the discussion is based on current provisions
of the Internal Revenue Code of 1986, as amended, and administrative and
judicial interpretations thereof, all as in effect on the date hereof, and all
of which are subject to change, possibly with retroactive effect. We have not
and will not seek a ruling from the Internal Revenue Service (the "IRS") with
respect to the U.S. federal income and estate tax consequences described below,
and as a result, there can be no assurance that the IRS will not disagree with
or challenge any of the conclusions set forth in this discussion.
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Dividends
In general, dividends paid to a Non-U.S. Holder with respect to our
common stock will be subject to U.S. withholding tax at a rate of 30% or such
lower rate as may be specified by an applicable tax treaty. Dividends received
by a Non-U.S. Holder that are effectively connected with a U.S. trade or
business conducted by the Non-U.S. Holder will be exempt from withholding tax,
provided the Non-U.S. Holder complies with applicable certification and
disclosure requirements. However, those effectively connected with dividends,
net of certain deductions and credits, will be subject to U.S. income taxation
at the same graduated rates applicable to U.S. persons.
In addition to the graduated tax described above, dividends received by a
corporate Non-U.S. Holder that are effectively connected with a U.S. trade or
business of the corporate Non-U.S. Holder may also be subject to a branch
profits tax at a rate of 30% or such lower rate as may be specified by an
applicable tax treaty.
A Non-U.S. Holder of our common stock that is eligible for a reduced rate
of withholding tax pursuant to a tax treaty may obtain a refund of any excess
amounts withheld by filing an appropriate claim for refund with the IRS.
Gain on Disposition
A Non-U.S. Holder generally will not be subject to U.S. federal income
tax with respect to gain realized upon the sale or other disposition of our
common stock unless:
. the gain is effectively connected with a U.S. trade or business of
the Non-U.S. Holder (in which case, all or a portion of the gain may
also be subject to the branch profits tax in the case of a corporate
Non-U.S. Holder);
. the Non-U.S. Holder is an individual who holds our common stock as a
capital asset (generally, an asset held for investment purposes) and
who is present in the U.S. for a period or periods aggregating 183
days or more during the calendar year in which the sale or
disposition occurs and certain other conditions are met; or
. we are or have been a "United States real property holding
corporation" for U.S. federal income tax purposes at any time within
the shorter of (i) the five-year period preceding the disposition and
(ii) the Non-U.S. Holder's holding period for our common stock.
We do not believe that we are currently, have ever been, and do not
anticipate becoming a "U.S. real property holding corporation" for U.S. federal
income tax purposes (a "USRPHC"). Even if we were to become a USRPHC, any gain
recognized by a Non-U.S. Holder on the disposition of our common stock still
would not be subject to U.S. federal income tax, provided that the Non-U.S.
Holder did not hold (at any point during the shorter of the periods described
above), directly or indirectly, more than 5 percent of our outstanding common
stock, and our common stock was "regularly traded" (within the meaning of
applicable U.S. Treasury regulations) on the Nasdaq National Market or another
established securities market.
Backup Withholding and Information Reporting
Generally, we must report annually to the IRS the amount of dividends
paid, the name and address of the recipient, and the amount, if any, of tax
withheld. A similar report is sent to the holder. Pursuant to tax treaties or
other agreements, the IRS may make its reports available to tax authorities in
the recipient's country of residence.
Dividends paid to a Non-U.S. Holder at an address within the U.S. may be
subject to backup withholding at a rate of 31% if the Non-U.S. Holder fails to
establish that it is entitled to an exemption or to provide a correct taxpayer
identification number and other information to the payer. Backup withholding
will
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generally not apply to dividends paid to a Non-U.S. Holder at an address
outside the U.S. on or prior to December 31, 2000, unless the payer has
knowledge that the payee is a U.S. person. Under new Treasury regulations
regarding withholding and information reporting, payment of dividends to a Non-
U.S. Holder at an address outside the U.S. after December 31, 2000, will be
subject to backup withholding at a rate of 31% unless such Non-U.S. Holder
satisfies various certification requirements.
Under current Treasury regulations, a payment of the proceeds of a
disposition of common stock to or through the U.S. office of a broker is
subject to information reporting and backup withholding at a rate of 31% unless
the holder certifies to its non-U.S. status under penalties of perjury or
otherwise establishes an exemption. A payment of the proceeds of a disposition
outside the U.S. to or through a foreign office of a broker will not be subject
to backup withholding but may be subject to information reporting requirements
if the broker is a U.S. person or has certain connections with the U.S. Neither
backup withholding nor information reporting generally will apply to a payment
of the proceeds of a disposition by or through a foreign office of a foreign
broker not subject to the preceding sentence.
In general, the new Treasury regulations regarding withholding and
information reporting, which are generally effective for payments made after
December 31, 2000, do not significantly alter the substantive withholding and
information reporting requirements but modify the procedures for claiming the
benefits of an income tax treaty and change reliance standards. Non-U.S.
Holders should consult their tax advisors about the effect, if any, of those
new Treasury regulations on an investment in our common stock.
Backup withholding is not an additional tax. Any amounts withheld under
the backup withholding rules will be refunded or credited against the Non-U.S.
Holder's U.S. federal income tax liability if certain required information is
furnished to the IRS.
Estate Tax
An individual Non-U.S. Holder who owns our common stock at the time of
his or her death or has made certain lifetime transfers of an interest in our
common stock will be required to include the value of that common stock in such
Non-U.S. Holder's gross estate for U.S. federal estate tax purposes, unless an
applicable estate tax treaty provides otherwise.
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UNDERWRITING
Subject to the terms and conditions set forth in the underwriting
agreement among us, the selling stockholder and Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Goldman, Sachs & Co., Salomon Smith Barney Inc., Credit
Suisse First Boston Corporation, Chase Securities Inc., Deutsche Bank
Securities Inc., and Lehman Brothers Inc., who are acting as representatives of
the underwriters named below, we and the selling stockholder have agreed to
sell to the underwriters, and the underwriters have agreed to purchase pursuant
to the underwriting agreement, the number of shares of Class A common stock
listed opposite their names below.
Number
Underwriter of Shares
----------- ---------
Merrill Lynch, Pierce, Fenner & Smith
Incorporated.................................................... 994,400
Goldman, Sachs & Co. ................................................. 858,800
Salomon Smith Barney Inc. ............................................ 858,800
Credit Suisse First Boston Corporation................................ 858,800
Chase Securities Inc. ................................................ 316,400
Deutsche Bank Securities Inc. ........................................ 316,400
Lehman Brothers Inc. ................................................. 316,400
Friedman, Billings, Ramsey & Co., Inc................................. 240,000
FleetBoston Robertson Stephens Inc.................................... 40,000
PaineWebber Incorporated.............................................. 40,000
Morgan Stanley & Co. Incorporated..................................... 40,000
Prudential Securities Incorporated.................................... 40,000
BB&T Capital Markets, a division of Scott & Stringfellow.............. 40,000
Ladenburg Thalmann & Co. Inc.......................................... 40,000
---------
Total............................................................ 5,000,000
=========
We and the selling stockholder have agreed to indemnify the underwriters,
and the selling stockholder has agreed to indemnify us, against certain
liabilities, including certain liabilities under the Securities Act, or to
contribute to payments the underwriters may be required to make in respect
thereof.
Commissions and Discounts
The underwriters have advised us and the selling stockholder that they
propose initially to offer the shares of our Class A common stock to the public
at the initial offering price set forth on the cover page of this prospectus
supplement and to certain dealers at such price less a concession not in excess
of $1.25 per share. The underwriters may allow, and such dealers may reallow, a
discount not in excess of $.10 per share other dealers. After this offering,
the public offering price, concession and discount may be changed.
The following table shows the per share and total public offering price,
underwriting discount to be paid by the selling stockholder to the underwriters
and the proceeds before expenses to each of us and the selling stockholder.
This information is presented assuming either no exercise or full exercise by
the underwriters of the over-allotment option.
Without With
Per Share Option Option
--------- ------- ------
Public offering price............... $50.00 $250,000,000 $287,500,000
Underwriting discount............... $2.13 $10,650,000 $12,247,500
Proceeds, before expenses, to
Teligent........................... $47.87 $191,480,000 $220,202,000
Proceeds to the selling
stockholder........................ $47.87 $47,870,000 $55,050,500
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The expenses of the offering not including the underwriting discount are
estimated at $2,000,000 and are payable by us.
Over-Allotment Option
We and the selling stockholder have granted an option to the
underwriters, exercisable for 30 days after the date of this prospectus
supplement, to purchase from us and the selling stockholder, on a pro rata
basis, up to an aggregate of 750,000 additional shares of our Class A common
stock at the public offering price set forth on the cover page of this
prospectus supplement, less the underwriting discount. The underwriters may
exercise this option solely to cover over-allotments, if any, made on the sale
of our Class A common stock offered by this prospectus supplement. If the
underwriters exercise these options, each will be obligated, subject to
conditions contained in the purchase agreements, to purchase a number of
additional shares proportionate to that underwriter's initial amount reflected
in the above table.
No Sales of Similar Securities
We, the selling stockholder, our executive officers, directors and each
person known by us to beneficially own 5% or more of our outstanding common
stock have agreed, with exceptions, such as the issuances of stock options
under our stock option plan, issuances of Class A common stock upon the
exercise of stock options and sales of up to an aggregate of 400,000 shares of
Class A common stock by certain executive officers, not to sell or transfer
any common stock for 90 days after the date of this prospectus supplement
without first obtaining the written consent of the underwriters. Specifically,
we and these other individuals have agreed not to directly or indirectly
. offer, pledge, sell or contract to sell any common stock;
. sell any option or contract to purchase any common stock;
. purchase any option or contract to sell any common stock;
. grant any option, right or warrant for the sale of any common stock;
. lend or otherwise dispose of or transfer any common stock;
. request or demand that we file a registration statement related to
the common stock; or
. enter into any swap or other agreement that transfers, in whole or in
part, the economic consequence of ownership of any common stock
whether any such swap or transaction is to be settled by delivery of
shares or other securities, in cash or otherwise.
This lockup provision applies to common stock and to securities
convertible into or exchangeable or exercisable for or repayable with common
stock. It also applies to common stock owned now or acquired later by the
person executing the agreement or for which the person executing the agreement
later acquires the power of disposition.
Quotation on the Nasdaq National Market
Our Class A common stock is quoted on Nasdaq National Market under the
symbol "TGNT."
Price Stabilization and Short Positions
Until the distribution of the shares of our Class A common stock is
completed, rules of the SEC may limit the ability of the underwriters to bid
for and purchase our Class A common stock. As an exception to these rules, the
underwriters are permitted to engage in certain transactions that stabilize
the price of our Class A common stock. Such transactions consist of bids or
purchases for the purpose of pegging, fixing or maintaining the price of our
Class A common stock.
S-48
If the underwriters create a short position in our Class A common stock
in connection with the offering, or in other words, if they sell more shares of
Class A common stock than are set forth on the cover page of this prospectus
supplement, they may reduce that short position by purchasing shares of our
Class A common stock in the open market. The underwriters may also elect to
reduce any short position by exercising all or part of the over-allotment
option described above. Purchases of a security for the purpose of
stabilization or to reduce a short position could cause the price of the
security to be higher than it might be in the absence of such purchases.
Neither we, the selling stockholder nor the underwriters make any
representation or prediction as to the direction or magnitude of any effect
that the transaction described above may have on the price of our Class A
common stock. In addition, neither we nor the underwriters make any
representation that the underwriters will engage in such transactions or that
such transactions, once commenced, will not be discontinued without notice.
Other Relationships
Some of the underwriters have provided us with financial advisory
services in the past for which they have received fees and may from time to
time perform other investment banking and financial advisory services for us
and our subsidiaries.
UK Selling Restrictions
Each underwriter has agreed that
. it has not offered or sold and will not offer or sell any shares of
common stock to persons in the United Kingdom, except to persons
whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for the
purposes of their businesses or otherwise in circumstances which do
not constitute an offer to the public in the United Kingdom within
the meaning of the Public Offers of Securities Regulations 1995;
. it has complied and will comply with all applicable provisions of the
Financial Services Act 1986 with respect to anything done by it in
relation to the common stock in, from or otherwise involving the
United Kingdom; and
. it has only issued or passed on and will only issue or pass on in the
United Kingdom any document received by it in connection with the
issuance of common stock to a person who is of a kind described in
Article 11(3) of the Financial Services Act 1986 (Investment
Advertisements) (Exemptions) Order 1996 as amended by the Financial
Services Act 1986 (Investment Advertisements) (Exemptions) Order 1997
or is a person to whom such document may otherwise lawfully be issued
or passed on.
Internet Distribution
Merrill Lynch will be facilitating Internet distribution for this
offering to certain of its Internet subscription customers. Merrill Lynch
intends to allocate a limited number of shares of Class A common stock for sale
to its online brokerage customers. An electronic prospectus is available on the
website maintained by Merrill Lynch. Other than the prospectus in electronic
format, the information on the Merrill Lynch website relating to this offering
is not a part of this prospectus.
LEGAL MATTERS
The validity of the shares of Class A common stock offered hereby will be
passed on for us by Cravath, Swaine & Moore, New York, New York. Certain of the
legal matters will be passed on for us by Laurence E. Harris, General Counsel
of Teligent. Laurence E. Harris holds options to purchase 183,996 shares of
Class A common stock. Hal B. Perkins, Esq., General Counsel of Telcom Ventures
will pass on certain legal matters for the selling stockholder. The validity of
the shares of Class A common stock offered hereby will be passed upon for the
underwriters by Shearman & Sterling, New York, New York.
S-49
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements included in our Annual Report on Form 10-K for the year
ended December 31, 1999, as set forth in their report, which is included herein
and incorporated by reference in this prospectus supplement and the attached
prospectus. Our financial statements are included herein and incorporated by
reference in reliance on Ernst & Young LLP's report, given on their authority
as experts in accounting and auditing.
INCORPORATION OF DOCUMENTS BY REFERENCE
The information included in the following documents is incorporated by
reference and is considered to be a part of this prospectus supplement. More
recent information that we file with the SEC automatically updates and
supersedes any inconsistent information contained in prior filings.
The documents listed below have been filed under the Securities Exchange
Act with the SEC and are incorporated herein by reference:
. our Annual Report on Form 10-K for the year ended December 31, 1999;
. our Proxy Statement relating to the 1999 Annual Meeting of
Shareholders; and
. our Current Report on Form 8-K filed January 18, 2000.
We also incorporate by reference all documents subsequently filed by us
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, until the
offering of the common stock under this prospectus supplement is completed.
We will provide without charge to each person to whom a prospectus is
delivered, a copy of any of or all the information that has been incorporated
by reference in this prospectus but not delivered with this prospectus. If you
would like to obtain this information from us, please direct your request,
either in writing or by telephone to Teligent, Inc., 8065 Leesburg Pike, Suite
400, Vienna, VA 22182, Attn: Investor Relations, 703.762.5264 (phone), and
703.762.5235 (fax).
S-50
TELIGENT, INC.
INDEX TO FINANCIAL STATEMENTS
Page
Number
------
Report of Ernst & Young LLP, Independent Auditors...................... F-2
Consolidated Balance Sheets as of December 31, 1999 and 1998........... F-3
Consolidated Statements of Operations for the years ended December 31,
1999, 1998 and 1997................................................... F-4
Consolidated Statements of Stockholders' (Deficit) Equity for the years
ended December 31, 1999, 1998 and 1997................................ F-5
Consolidated Statements of Cash Flows for the years ended December 31,
1999, 1998 and 1997................................................... F-6
Notes to Consolidated Financial Statements............................. F-7
F-1
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
The Board of Directors and Stockholders
Teligent, Inc.
We have audited the accompanying consolidated balance sheets of Teligent,
Inc., as of December 31, 1999 and 1998, and the related consolidated statements
of operations, stockholders' (deficit) equity and cash flows for each of the
three years in the period ended December 31, 1999. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Teligent, Inc.,
at December 31, 1999 and 1998, and the consolidated results of its operations
and its cash flows for each of the three years in the period ended December 31,
1999, in conformity with accounting principles generally accepted in the United
States.
/s/ Ernst & Young LLP
McLean, Virginia
February 18, 2000
F-2
TELIGENT, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
December 31,
---------------------
1999 1998
---------- ---------
Assets
Current assets:
Cash and cash equivalents............................. $ 440,293 $ 416,247
Short-term investments................................ 116,610 --
Accounts receivable, net.............................. 12,673 1,191
Prepaid expenses and other current assets............. 17,914 6,964
Restricted cash and investments....................... 38,224 32,184
---------- ---------
Total current assets................................ 625,714 456,586
Property and equipment, net............................. 402,989 180,726
Restricted cash and investments......................... -- 33,117
Intangible assets, net.................................. 96,426 83,857
Other assets............................................ 6,714 9,148
---------- ---------
Total assets........................................ $1,131,843 $ 763,434
========== =========
Liabilities and Stockholders' (Deficit) Equity
Current liabilities:
Accounts payable...................................... $ 46,994 $ 42,727
Accrued trade liabilities............................. 192,145 92,431
Accrued compensation.................................. 30,570 12,546
Accrued interest and other............................ 13,299 6,474
---------- ---------
Total current liabilities........................... 283,008 154,178
Long-term debt.......................................... 808,799 576,058
Other non-current liabilities........................... 3,165 2,145
Series A cumulative convertible redeemable preferred
stock, 500,000 shares authorized, issued and
outstanding; $.01 par value; liquidation preference of
$1,000 per share....................................... 478,788 --
Commitments and contingencies
Stockholders' (deficit) equity:
Preferred stock....................................... -- --
Common stock.......................................... 547 526
Additional paid-in capital............................ 519,607 463,685
Accumulated deficit................................... (962,071) (433,158)
---------- ---------
Total stockholders' (deficit) equity................ (441,917) 31,053
---------- ---------
Total liabilities and stockholders' (deficit) equity.. $1,131,843 $ 763,434
========== =========
See notes to consolidated financial statements.
F-3
TELIGENT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
Years ended December 31,
-------------------------------
1999 1998 1997
--------- --------- ---------
Revenues:
Communication services....................... $ 31,304 $ 960 $ 33
Management fees and other services........... -- -- 3,278
--------- --------- ---------
Total revenues............................. 31,304 960 3,311
Costs and expenses:
Cost of services............................. 207,358 79,920 4,785
Sales, general and administrative............ 205,769 123,380 38,398
Stock-based and other noncash compensation... 31,451 32,164 89,111
Depreciation and amortization................ 45,742 14,193 6,454
--------- --------- ---------
Total costs and expenses................... 490,320 249,657 138,748
--------- --------- ---------
Loss from operations......................... (459,016) (248,697) (135,437)
Interest and other income...................... 18,450 34,106 3,242
Interest expense............................... (88,347) (66,880) (5,859)
--------- --------- ---------
Net loss..................................... (528,913) (281,471) (138,054)
Accrued preferred stock dividends.............. (2,906) -- --
--------- --------- ---------
Net loss applicable to common stockholders..... $(531,819) $(281,471) $(138,054)
========= ========= =========
Basic and diluted net loss per common share.... $ (9.95) $ (5.35) $ (2.94)
========= ========= =========
Weighted average common shares outstanding..... 53,423 52,597 46,951
========= ========= =========
See notes to consolidated financial statements.
F-4
TELIGENT, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY
(In thousands)
Additional
Capital Common Paid-in Accumulated
Contributions Stock Capital Deficit Total
------------- ------ ---------- ----------- ---------
Balance at January 1,
1997................... $ 24,058 $ -- $ -- $ (13,633) $ 10,425
Contribution of licenses
from members........... 8,497 -- -- -- 8,497
Acquisition............. 31,500 -- -- -- 31,500
Cash contributions...... 100,301 -- -- -- 100,301
Contribution of equity
prior to public
offering............... -- 35 59,965 -- 60,000
Conversion of member
interests to capital
stock.................. (164,356) 428 163,928 -- --
Conversion of CARs and
Appreciation Units to
stock options.......... -- -- 86,821 -- 86,821
Public stock offering... -- 63 125,593 -- 125,656
Net loss................ -- -- -- (138,054) (138,054)
--------- ---- -------- --------- ---------
Balance at December
31, 1997............. -- 526 436,307 (151,687) 285,146
--------- ---- -------- --------- ---------
Exercise of stock
options................ -- -- 372 -- 372
Stock-based
compensation........... -- -- 27,006 -- 27,006
Net loss................ -- -- -- (281,471) (281,471)
--------- ---- -------- --------- ---------
Balance at December
31, 1998............. -- 526 463,685 (433,158) 31,053
--------- ---- -------- --------- ---------
Exercise of stock
options................ -- 18 17,042 -- 17,060
Issuance of common stock
for acquisitions....... -- 3 15,692 -- 15,695
Stock-based
compensation........... -- -- 26,094 26,094
Accrued preferred stock
dividends.............. -- -- (2,906) -- (2,906)
Net loss................ -- -- -- (528,913) (528,913)
--------- ---- -------- --------- ---------
Balance at December
31, 1999............. $ -- $547 $519,607 $(962,071) $(441,917)
========= ==== ======== ========= =========
See notes to consolidated financial statements.
F-5
TELIGENT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Years ended December 31,
-------------------------------
1999 1998 1997
--------- --------- ---------
Cash flows from operating activities:
Net loss..................................... $(528,913) $(281,471) $(138,054)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization.............. 45,742 14,193 6,454
Accretion of senior discount notes and
other amortization........................ 36,707 27,880 59
Stock-based and other noncash
compensation.............................. 31,451 32,164 89,111
Other...................................... (562) 461 271
Changes in current assets and current
liabilities, net of acquisitions:
Accounts receivable...................... (8,921) (1,172) (19)
Prepaid expenses and other current
assets.................................. (12,569) (1,355) (8,477)
Accounts payable......................... 1,622 28,051 13,575
Accrued trade liabilities................ 19,751 4,620 --
Accrued interest and other............... 21,788 14,552 3,820
--------- --------- ---------
Net cash used in operating activities.. (393,904) (162,077) (33,260)
--------- --------- ---------
Cash flows from investing activities:
Purchase of property and equipment......... (182,159) (97,188) (9,960)
Purchases of short-term investments, net... (116,610) -- --
Restricted cash and investments............ 27,077 29,016 (95,075)
Cash paid for acquisitions, net of cash
acquired.................................. (2,986) -- (10,500)
Other investing activities................. 429 -- (220)
--------- --------- ---------
Net cash used in investing activities.... (274,249) (68,172) (115,755)
--------- --------- ---------
Cash flows from financing activities:
Proceeds from issuance of preferred stock,
net....................................... 475,882 -- --
Proceeds from long-term debt............... 200,000 250,703 300,000
Proceeds from exercise of stock options.... 17,060 372 --
Debt financing costs....................... (743) (29,480) (11,344)
Equity contributions....................... -- -- 160,301
Net proceeds from issuance of common
stock..................................... -- -- 125,656
Other financing activities................. -- -- (2,000)
--------- --------- ---------
Net cash provided by financing
activities.............................. 692,199 221,595 572,613
--------- --------- ---------
Net increase (decrease) in cash and
equivalents................................. 24,046 (8,654) 423,598
Cash and cash equivalents, beginning of
period...................................... 416,247 424,901 1,303
--------- --------- ---------
Cash and cash equivalents, end of period..... $ 440,293 $ 416,247 $ 424,901
========= ========= =========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest....................... $ 88,285 $ 39,279 $ 2,450
========= ========= =========
Accrued preferred stock dividends to be paid
in kind..................................... $ 2,906 $ -- $ --
========= ========= =========
See notes to consolidated financial statements.
F-6
TELIGENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. THE COMPANY
Teligent, Inc. ("Teligent" or the "Company"), is a full-service, facilities-
based communications company offering small and medium-sized business customers
local and long-distance, high-speed data and dedicated Internet access services
over the Company's digital SmartWave(TM) local networks. The Company"s
SmartWave(TM) local networks integrate advanced fixed wireless technologies
with traditional broadband wireline technology. The Company has initiated
commercial service using its SmartWave(TM) networks in 40 markets across the
United States.
The Company was formed in September 1997, as a wholly owned subsidiary of
Teligent, L.L.C. Teligent, L.L.C. was formed by Microwave Services, Inc.
("MSI"), a subsidiary of The Associated Group, Inc. ("Associated") and Digital
Services Corporation ("DSC"), an affiliate of Telcom Ventures, L.L.C., both of
which have had extensive experience in pioneering wireless communications
businesses. On November 21, 1997, concurrent with the initial public offering
of the Company's Class A common stock, par value $.01 per share ("Class A
Common Stock"), Teligent, L.L.C. merged into the Company (the "Merger") with
the Company as the surviving entity. All of the ownership interests of
Teligent, L.L.C. were exchanged for shares of Teligent, Inc. Class B common
stock, par value $.01 per share ("Class B Common Stock", and together with the
Class A Common Stock "Teligent Common Stock").
On January 14, 2000, Liberty Media Corporation ("Liberty Media") acquired
Associated's ownership interest in Teligent. Liberty Media is an indirect
wholly owned subsidiary of AT&T Corp.
2. SIGNIFICANT ACCOUNTING POLICIES
Consolidation
The consolidated financial statements include the accounts of the Company and
its subsidiaries after elimination of all significant intercompany
transactions.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with maturity
dates of 90 days or less at the time of purchase to be cash equivalents. Cash
equivalents consist of money market fund investments and short-term commercial
paper. Restricted cash and investments relates to cash and securities held
exclusively to fund future interest payments and to secure letters of credit
obtained by the Company.
Short-Term Investments
The Company classifies its short-term investments as available-for-sale.
Investments in securities that are classified as available-for-sale and have
readily determinable fair values are measured at fair value in the consolidated
balance sheets, which approximates cost.
Receivables
Receivables are reflected net of an allowance for doubtful accounts of $2.5
million at December 31, 1999. Such allowance was not significant at December
31, 1998.
Property and Equipment
Property and equipment is stated at cost. Certain costs, labor and applicable
overhead related to construction of our network facilities are capitalized.
Depreciation is computed on the straight-line method over the estimated useful
lives of the assets: 3-10 years for operating systems, computer systems, and
furniture, and the lesser of the life of the asset or the lease term for
leasehold improvements. Undeployed assets are not depreciated until placed in
service. Repairs and maintenance are charged to expense when incurred.
F-7
TELIGENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Intangible Assets
Intangible assets are comprised of fixed wireless licenses, debt financing
costs and acquired intangibles. Fixed wireless licenses represent the direct
costs of obtaining such licenses. Debt financing costs represent fees and other
costs incurred in connection with the Credit Facility (see note 5), and the
issuance of long-term debt. Debt financing costs are amortized to interest
expense over the term of the related debt. Acquired intangibles represent the
excess cost of acquisitions over the fair value of assets or shares of stock
acquired. Fixed wireless licenses, debt financing costs and acquired
intangibles are amortized over useful lives of 15 years, 8-10 years and five
years, respectively.
Long-Lived Assets
In accordance with Statement of Financial Accounting Standards ("SFAS") No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of", management periodically reviews, if impairment
indicators exist, the carrying value and lives of long-lived assets. For long-
lived assets to be held and used, the Company bases its evaluation on such
impairment indicators as the nature of the assets, the future economic benefit
of the assets, any historical or future profitability measurements, as well as
other external market conditions or factors that may be present. If such
impairment indicators are present or other factors exist that indicate that the
carrying amount of the asset may not be recoverable, the Company determines
whether an impairment has occurred through the use of an undiscounted cash
flows analysis of assets at the lowest level for which identifiable cash flows
exist. If impairment has occurred, the Company recognizes a loss for the
difference between the carrying amount and the estimated value of the asset.
The fair value of the asset is measured using discounted cash flow analysis or
other valuation techniques.
Income Taxes
The Company uses the liability method of accounting for income taxes.
Deferred income taxes result from temporary differences between the tax basis
of assets and liabilities and the basis reported in the financial statements.
Revenue Recognition
Revenue from providing communications services is recognized when services
are rendered based on usage of the Company's networks.
Advertising Costs
Costs related to advertising are expensed when the advertising occurs.
Advertising expense was $19.7 million in 1999, $16.1 million in 1998, and $0 in
1997.
Net Loss Per Share
The Company follows the provisions of Statement of Financial Accounting
Standards ("SFAS") No. 128, "Earnings Per Share", which requires the Company to
present basic and fully diluted earnings per share. The Company's basic and
diluted loss per share is calculated by dividing the net loss, after
consideration of preferred stock accretion and dividends, by the weighted
average number of shares of common stock outstanding during all periods
presented.
Stock-Based Compensation
The Company accounts for its stock-based compensation in accordance with the
provisions of Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees" ("APB No. 25"), and has
F-8
TELIGENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
provided pro forma disclosures of net loss and net loss per share in accordance
with SFAS No. 123, "Accounting for Stock-Based Compensation" ("SFAS No. 123").
Comprehensive Income
Effective January 1, 1998, the Company adopted SFAS No. 130, "Reporting of
Comprehensive Income" ("SFAS No. 130"). SFAS No. 130 establishes standards for
the display of comprehensive income and its components. For the years ended
December 31, 1999, 1998 and 1997, the Company's comprehensive loss approximates
its net loss and, as such, no disclosure is presented in the consolidated
financial statements.
Business Segments
In June 1997, the Financial Accounting Standards Board issued SFAS No. 131,
"Disclosures About Segments of an Enterprise and Related Information" ("SFAS
No. 131"). SFAS No. 131 changes the way public companies report segment
information in annual financial statements and also requires those companies to
report selected segment information in interim financial reports to
stockholders. It also establishes standards for related disclosures about
products and services, geographic areas, and major customers. Management
believes the Company's operations comprise only one segment.
Concentration of Credit Risk and Major Vendor
Financial instruments that may subject the Company to concentration of credit
risk consist primarily of trade receivables. The Company's trade receivables
are geographically dispersed and include customers in many different
industries. The Company believes that its risk of loss is limited due to the
diversity of its customers and geographic sales areas.
The Company currently uses one vendor as a primary supplier of network
equipment for use in the construction of its digital SmartWave(TM) local
networks. As of December 31, 1999 and 1998, amounts due to this vendor for
trade payables totaled $167.8 million and $87.8 million, respectively. Capital
expenditures from this vendor represented 40% and 48% of the Company's total
capital expenditures for the years ended December 31, 1999 and 1998.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
Reclassifications
Certain amounts in the prior periods' financial statements have been
reclassified to conform to the current year's presentation.
F-9
TELIGENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
3. PROPERTY, PLANT AND EQUIPMENT
The amounts included in property and equipment are as follows as of December
31 (in thousands):
December 31,
------------------
1999 1998
-------- --------
Operating systems........................................ $279,749 $ 99,153
Computer systems......................................... 79,390 38,057
Furniture and leasehold improvements..................... 18,510 11,849
Undeployed equipment and construction in progress........ 81,744 48,211
-------- --------
459,393 197,270
Accumulated depreciation................................. (56,404) (16,544)
-------- --------
$402,989 $180,726
======== ========
During the years ended December 31, 1999, 1998 and 1997, the Company incurred
capital expenditures of $262.1 million, $183.1 million and $10.0 million
respectively, of which $80.0 million, $85.9 million and $0 were accrued but
unpaid, respectively, and are not reflected in the accompanying consolidated
statement of cash flows.
Depreciation expense for the years ended December 31, 1999, 1998 and 1997 was
$40.1 million, $10.7 million and $5.7 million, respectively.
4. INTANGIBLE ASSETS
Intangible assets as of December 31 are as follows (in thousands):
1999 1998
-------- -------
Fixed wireless licenses................................... $ 51,813 $51,813
Debt financing costs...................................... 38,857 38,820
Acquired intangibles and other............................ 21,735 --
-------- -------
112,405 90,633
Accumulated amortization.................................. (15,979) (6,776)
-------- -------
$ 96,426 $83,857
======== =======
5. LONG-TERM DEBT
Debt is summarized as follows:
December 31,
-----------------
1999 1998
-------- --------
11.5% Senior Notes due 2007............................... $300,000 $300,000
11.5% Senior Discount Notes due 2008...................... 308,799 276,058
Credit Facility........................................... 200,000 --
-------- --------
$808,799 $576,058
======== ========
Senior Notes Offering
In November 1997, the Company issued $300 million of 11 1/2% Senior Notes due
2007 (the "Senior Notes"). The Company used $93.9 million of the net proceeds
of this offering to purchase a portfolio of U.S.
F-10
TELIGENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Treasury securities which are classified as restricted cash and investments on
the balance sheet, and have been pledged as collateral for the payment of
interest on the Senior Notes through December 1, 2000. Interest on the Senior
Notes accrues at a rate of 11 1/2% per annum and is payable semi-annually in
June and December.
On or after December 1, 2002, the Notes will be redeemable at the option of
the Company, in whole at any time or in part from time to time, at prices
ranging from 100.00% to 105.75% (expressed in percentages of the principal
amount thereof).
Upon the occurrence of a change in control, as defined in the Senior Notes
agreement, each holder of the Senior Notes will have the right to require the
Company to repurchase all or any part of such holder's Senior Notes at a
purchase price in cash equal to 101% of the principal amount.
Senior Discount Notes Offering
On February 20, 1998, the Company completed an offering (the "Discount Notes
Offering") of $440 million 11 1/2% Senior Discount Notes due 2008 (the "Senior
Discount Notes"). The Company received $243.1 million in net proceeds from the
Discount Notes Offering, after deductions for offering expenses of $7.6
million. Under a 1998 exchange offer, all outstanding Senior Discount Notes
were exchanged for 11 1/2% Series B Discount Notes due 2008 (the "New Discount
Notes") which have been registered under the Securities Act of 1933, as
amended. The New Discount Notes are identical in all material respects to the
Senior Discount Notes.
On or after March 1, 2003, the New Discount Notes will be redeemable at the
option of the Company on terms similar to those of the Senior Notes. In
addition, the New Discount Notes contain change in control repurchase
commitments similar to the Senior Notes.
Credit Facility
On July 2, 1998, the Company entered into a credit agreement (the "Bank
Credit Agreement") with certain lenders, providing for facilities up to an
aggregate of $800 million (the "Credit Facility"). The Credit Facility will be
used primarily for the purchase of telecommunications equipment, software and
services, and is also available for working capital and general corporate
purposes. Availability of funds under the Credit Facility is subject to certain
conditions as defined in the Bank Credit Agreement. Substantially all of the
Company's assets secure the obligations under the Bank Credit Agreement.
The Credit Facility is structured into three separate tranches consisting of
a term loan facility, a delayed draw term loan facility and a revolving credit
facility. The Company has the ability to borrow funds over the next four years
(other than with respect to the delayed draw facility which was drawn down on
July 1, 1999), with a final maturity of eight years. Interest accrues on
outstanding borrowings based on a floating rate tied to the prevailing LIBOR
rate and adjusts based on the attainment of certain key revenue and leverage
benchmarks. The Company incurred commitment and other fees in connection with
obtaining the Credit Facility totaling $19.9 million, which is being amortized
over eight years. The Credit Facility contains certain financial and other
covenants that restrict, among other things, the Company's ability to (a) incur
or create additional debt, (b) enter into mergers or consolidations, (c)
dispose of a significant amount of assets, (d) pay cash dividends, or (e)
change the nature of its business. The amounts outstanding under the Credit
Facility are subject to mandatory prepayments in certain circumstances. The
Company has $200 million drawn on the facility as of December 31, 1999.
F-11
TELIGENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Maturities of long-term debt at December 31, 1999 are as follows (in
thousands):
2002.............................................................. $ 6,660
2003.............................................................. 28,840
2004.............................................................. 35,500
Thereafter........................................................ 737,799
--------
$808,799
========
6. FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair value of the Company's financial instruments classified as current
assets or liabilities, non-current restricted cash, and investments approximate
their carrying value. At December 31, 1999, the estimated fair value and
carrying amounts of the Company's Senior Notes, Senior Discount Notes and the
Company's Series A cumulative convertible redeemable preferred stock, $.01 par
value ("Series A Preferred Stock") are as follows (in thousands):
Fair Value Carrying Amount
---------- ---------------
Senior Notes...................................... $292,500 $300,000
Senior Discount Notes............................. $258,500 $308,799
Series A Preferred Stock.......................... $536,957 $478,788
7. INCOME TAXES
Deferred tax assets and liabilities are as follows, as of December 31 (in
thousands):
1999 1998
--------- ---------
Deferred tax assets:
Net operating loss carryforward...................... $ 278,870 $ 90,171
Stock based compensation............................. 41,843 38,905
Original issue discount.............................. 22,077 8,651
Other................................................ 1,741 4,381
--------- ---------
Total deferred tax assets.......................... 344,531 142,108
Deferred tax liability:
Intangible assets.................................... (11,760) (14,305)
--------- ---------
Net deferred tax assets................................ 332,771 127,803
Valuation allowance.................................... (332,771) (127,803)
--------- ---------
Total.............................................. $ -- $ --
========= =========
During the years ended December 31, 1999 and 1998, the Company did not record
an income tax benefit. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in
which those temporary differences become deductible. At December 31, 1999, the
Company had federal net operating loss carryforwards of $498.5 million that
expire in various amounts through 2019.
A reconciliation between income taxes computed using the statutory federal
income tax rate and the effective rate, for the years ended December 31, 1999
and 1998, is as follows:
1999 1998
----- -----
Federal income tax benefit at statutory rate................. (34.0)% (34.0)%
Net change in valuation allowance............................ 38.6 37.9
State income taxes net of federal............................ (4.0) (4.0)
Other........................................................ (0.6) 0.1
----- -----
-- % -- %
===== =====
F-12
TELIGENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
8. RELATED PARTY TRANSACTIONS
In 1999 and 1998, the Company paid $3.7 million and $4.0 million to a
subsidiary of Nippon Telegraph and Telephone Corporation for technical services
related to network design and implementation.
Employees of the parent company of MSI performed administrative and
management services on behalf of the Company. These charges totaled $0.3
million, $1.1 million, and $1.7 million for the years ended December 31, 1999,
1998 and 1997, respectively.
Certain technical services were performed by an affiliate of DSC. The cost of
these services totaled $0.9 million in 1999 and $0.6 million in 1998.
9. OTHER TRANSACTIONS
During 1999, the Company acquired three communications companies (the
"Transactions"). The combined purchase price of the Transactions consisted of
269,308 shares of Class A Common Stock valued at $15.7 million, and cash
payments totaling $3.2 million. Earnout provisions could result in the issuance
of up to an additional 285,562 shares of Class A Common Stock and additional
shares of Class A Common Stock totaling $4.5 million based on the market price
of when specific earn-out conditions are met over the next three years, if
certain revenue and other benchmarks are achieved. The Transactions were
accounted for as purchases, with the majority of the purchase price being
assigned to acquired intangibles.
In October 1997, Teligent, L.L.C. acquired all of the outstanding stock of
FirstMark (the "FirstMark Acquisition"), for an aggregate purchase price of
$42.0 million which consisted of $10.5 million in cash and 1,831,410 shares of
Class A Common Stock, valued at $31.5 million. The FirstMark Acquisition was
accounted for under the purchase method of accounting. A total of $41.6 million
of the purchase price was allocated to the fixed wireless licenses acquired and
the remaining $0.4 million amount was allocated to the net assets acquired.
Unaudited pro forma results of operations for the Transactions and the
FirstMark Acquisition would not have had a material impact on the Company's
operating results for the years ended December 31, 1999, 1998 or 1997 and thus
no pro forma information has been included.
10. CONVERTIBLE REDEEMABLE PREFERRED STOCK
On December 3, 1999, the Company completed the sale of 500,000 shares of its
7 3/4% Series A cumulative convertible preferred stock, liquidation preference
$1,000 per share, par value $.01 to an investor group for gross proceeds of
$500 million.
The Series A Preferred Stock has an annual dividend rate of 7 3/4% payable
quarterly and dividends are cumulative from the date of issuance. Dividends
must be paid in additional shares of Series A Preferred Stock through December
3, 2004, and may be paid in either cash or additional shares of Series A
Preferred Stock, at the option of the Company, thereafter. As of December 31,
1999, accrued dividends of $2.9 million have been recorded.
The Series A Preferred Stock is convertible into Class A Common Stock by the
holders at any time, but may be called by the Company after five years and, if
still outstanding, must be redeemed in 2014. The holders of the Series A
Preferred Stock have voting rights equal to the rights held by holders of Class
A Common Stock.
The Series A Preferred Stock ranks (i) senior to all existing shares of
Teligent Common Stock and to each other existing class of capital stock or
series of preferred stock of the Company; (ii) on a parity basis with
additional shares of Series A Preferred Stock; and (iii) junior to all Senior
Shares (as defined in the Certificate of Designation).
F-13
TELIGENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
11. COMMITMENTS AND CONTINGENCIES
The Company leases various operating sites, rooftops, storage, and
administrative offices under operating leases. Rent expense was $28.0 million,
$10.9 million and $2.3 million for the years ended December 31, 1999, 1998 and
1997, respectively. Future minimum lease payments by year, and in the
aggregate, at December 31, 1999, are as follows (in thousands):
2000.............................................................. $ 47,780
2001.............................................................. 45,748
2002.............................................................. 43,007
2003.............................................................. 39,942
2004.............................................................. 28,354
Thereafter........................................................ 65,955
--------
$270,786
========
12. CAPITAL STOCK
The Company has authorized two classes of common stock, Class A Common Stock
and Class B Common Stock. The rights of the two classes of common stock are
substantially identical, except that until the number of shares held by holders
of the respective series of Class B Common Stock fall below certain thresholds,
such holders will have the right to elect two directors to the Company's Board
of Directors. As a result of Liberty Media's acquisition of Associated on
January 14, 2000, all of the shares of Series B-1 Common Stock (defined below)
were converted into 21,436,689 shares of Class A Common Stock. Liberty Media
has the right to elect three directors.
The number of shares authorized, issued and outstanding at December 31, 1999
and 1998, for each class of stock is summarized below:
Shares Issued
and Outstanding
Shares ---------------------
Class Par Value Authorized 1999 1998
----- --------- ----------- ---------- ----------
A................................ $.01 200,000,000 10,281,667 8,206,392
Series B-1....................... .01 30,000,000 21,436,689 21,436,689
Series B-2....................... .01 25,000,000 17,206,210 17,206,210
Series B-3....................... .01 10,000,000 5,783,400 5,783,400
The Company has authorized 10,000,000 shares of preferred stock, par value
$.01 per share. For shares issued and outstanding, see Note 10.
Initial Public Common Stock Offering
In November 1997, the Company completed an initial public offering of
6,325,000 shares of Common Stock (the "Equity Offering"), raising $125.7
million of net proceeds, after deducting $10.3 million of offering expenses.
Company Appreciation Rights, Appreciation Units and Stock Options
In 1996, certain employees were granted Company Appreciation Rights ("CARs")
and appreciation units. At the time of the Company's Initial Public Offering,
these CARs and appreciation units were converted into options to purchase Class
A Common Stock. The Company will recognize up to $185.5 million of compensation
expense over the vesting period of the options. Through December 31, 1999,
$138.3 million of stock-based compensation expense has been recognized, and up
to $47.2 million will be recognized through September 1, 2002 as follows: $25.3
million in 2000, $20.0 million in 2001 and $1.9 million in 2002.
F-14
TELIGENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
1997 Stock Incentive Plan
The Company maintains the Teligent, Inc. 1997 Stock Incentive Plan, as
amended (the "1997 Plan"). The 1997 Plan authorizes options to purchase an
aggregate of 18,729,125 shares of Class A Common Stock, including the options
converted from the CARs and Appreciation Units. The exercise price of options
granted, as determined by the Company's Compensation Committee, approximates
fair value. Generally, all options granted under the 1997 Plan vest over a
period of five years and expire ten years from the date of grant.
The Company applies the provisions of APB No. 25 in accounting for its stock-
based compensation. Had compensation expense been determined in accordance with
SFAS No. 123, the Company's net loss for the years ended December 31, 1999,
1998 and 1997 would have been $570.6 million, $324.4 million, and $161.2
million, or $10.68, $6.16, and $3.43 per share, respectively. Options arising
from the conversion of CARs and Appreciation Units have been valued based on
the number and exercise price of the options issued upon conversion. The
weighted average fair value of options granted was $43.13, $21.66, and $18.57
in 1999, 1998 and 1997, respectively, using the Black-Scholes option pricing
model with the following assumptions: dividend yield 0%, risk free rate
interest rate of 6.4% in 1999, 5.0% in 1998 and 6.6% in 1997, an expected life
of 10 years, and an expected volatility of .861 in 1999, .648 in 1998 and .50
in 1997.
Option activity for 1999, 1998 and 1997 is set forth below:
Weighted- Weighted- Weighted-
Average Average Average
Exercise Exercise Exercise
1999 Price 1998 Price 1997 Price
---------- --------- ---------- --------- ---------- ---------
Outstanding, January 1.. 14,650,786 $12.32 12,810,685 $10.00 -- $ --
Converted from
Appreciation Units..... -- -- -- -- 6,471,047 7.07
Converted from CARs..... -- -- -- -- 6,009,732 12.41
Granted................. 2,073,700 50.07 2,084,714 28.43 380,450 22.18
Canceled................ (510,538) 30.43 (194,631) 20.52 (50,544) 12.94
Exercised............... (1,803,691) 9.46 (49,982) 7.44 -- --
---------- ---------- ----------
Outstanding, December
31..................... 14,410,257 17.47 14,650,786 12.32 12,810,685 10.00
========== ========== ==========
Exercisable, December
31..................... 5,337,648 $ 6.91 3,824,319 $ 5.79 1,455,729 $ 4.34
========== ========== ==========
Options outstanding and exercisable by price range as of December 31, 1999
are as follows:
Weighted-
Average Weighted-
Remaining Weighted - Average
Range of Contractual Average Exercise
Exercise Prices Outstanding Life (in years) Exercise Price Exercisable Price
------------------- ----------- --------------- -------------- ----------- ---------
$ 0.00--
$10.00 9,371,240 6.9 $ 6.09 4,800,789 $ 5.16
10.01--
20.00 306,797 7.7 13.38 95,676 13.38
20.01--
30.00 1,428,792 8.3 25.10 391,562 23.69
30.01--
40.00 521,906 8.6 32.98 49,621 31.81
40.01--
50.00 1,914,722 8.1 45.41 -- --
50.01--
60.00 648,400 9.6 56.44 -- --
60.01--
70.00 215,100 9.6 63.57 -- --
70.01--
80.00 3,300 9.6 72.14 -- --
---------- ---------
14,410,257 7.4 $17.47 5,337,648 $ 6.91
========== =========
F-15
TELIGENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
13. EMPLOYEE BENEFIT PLANS
Employees of the Company may participate in a 401(k) retirement plan in which
eligible employees may elect to contribute, on a tax-deferred basis, up to 15%
of their compensation, not to exceed annual maximums as defined in the Internal
Revenue Code. The Company matches one-half of a participant's contribution up
to 6% of the participant's compensation. The Company's contributions to the
plan were $1.7 million, $0.9 million and $0.1 million for 1999, 1998 and 1997,
respectively.
Effective July 1, 1999, the Company adopted the Employee Stock Purchase Plan
("ESPP"). Under the ESPP, the Company has authorized the issuance of 300,000
shares of Class A Common Stock, which allows eligible employees to purchase
such shares at 85% of the fair value of the Class A Common Stock. At December
31, 1999, the Company recorded a $2.3 million liability related to the purchase
of 46,499 shares on January 2, 2000.
14. EVENT (UNAUDITED) SUBSEQUENT TO DATE OF REPORT OF INDEPENDENT AUDITORS
In February 2000, the Company and two of its major shareholders entered into
agreements to make major investments in ICG Communications, Inc. Teligent will
acquire nearly three million shares of ICG stock for one million shares of
Teligent common stock in an all stock-transaction (the "ICG Transaction"). The
closing of the ICG Transaction, which is expected to close during the second
quarter of 2000, is subject to regulatory and shareholder approval and
satisfaction of other customary closing conditions.
15. QUARTERLY FINANCIAL DATA (UNAUDITED)
The following table has been prepared from the financial records of the
Company, without audit, and reflects all adjustments that are, in the opinion
of management, necessary for a fair presentation of the results of operations
for the interim periods presented (in thousands, except per share amounts).
1st 2nd 3rd 4th
Quarter Quarter Quarter Quarter Total
-------- -------- -------- -------- --------
1999
Revenues.................... $ 1,523 $ 3,961 $ 10,320 $ 15,500 $ 31,304
Loss from operations........ (93,532) (107,752) (123,999) (133,733) (459,016)
Net loss applicable to
common stockholders........ (108,112) (123,472) (143,640) (156,595) (531,819)
Basic and diluted net loss
per common share........... (2.05) (2.34) (2.66) (2.89) (9.95)
1st 2nd 3rd 4th
Quarter Quarter Quarter Quarter Total
-------- -------- -------- -------- --------
1998
Revenues.................... $ 98 $ 143 $ 240 $ 479 $ 960
Loss from operations........ (34,724) (53,032) (68,202) (92,739) (248,697)
Net loss applicable to
common stockholders........ (38,558) (59,136) (78,545) (105,232) (281,471)
Basic and diluted net loss
per common share........... (0.73) (1.12) (1.49) (2.00) (5.35)
The sum of the per common share amounts do not equal the annual amounts
because of the changes in the weighted-average number of shares outstanding
during the year.
F-16
PROSPECTUS
[LOGO]
$1,000,000,000
Teligent, Inc.
Class A Common Stock, Preferred Stock,
Debt Securities, and Depositary Shares
---------------
We will offer and sell from time to time Teligent Class A common stock,
preferred stock, debt securities, or depositary shares. We will provide
specific terms of these securities in supplements to this prospectus. The terms
of the securities will include the initial offering price, aggregate amount of
the offering, listing on any securities exchange or quotation system, risk
factors and the agents, dealers or underwriters, if any, to be used in
connection with the sale of these securities. You should read this prospectus
and any supplement carefully before you invest.
In addition, up to 2,000,000 shares of our Class A common stock covered
by this prospectus may be offered by a selling stockholder.
Our Class A common stock is traded on the Nasdaq National Market System
under the symbol "TGNT."
---------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
The information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
The date of this prospectus is July 22, 1999
You should rely only on the information contained in or incorporated by
reference in this prospectus and in any prospectus supplement. We have not
authorized anyone to provide you with different information. We are not making
an offer of these securities in any state where the offer is not permitted. You
should not assume that the information contained in or incorporated by
reference in this prospectus is accurate as of any date other than the date on
the front of this prospectus.
---------------
2
TABLE OF CONTENTS
Page
----
ABOUT THIS PROSPECTUS...................................................... 4
WHERE YOU CAN FIND MORE INFORMATION ABOUT TELIGENT......................... 4
NOTE ON FORWARD-LOOKING STATEMENTS......................................... 5
TELIGENT, INC. ............................................................ 6
RATIO OF EARNINGS TO FIXED CHARGES AND PREFERENCE DIVIDENDS................ 7
USE OF PROCEEDS............................................................ 7
DESCRIPTION OF CAPITAL STOCK............................................... 8
DESCRIPTION OF DEBT SECURITIES............................................. 13
DESCRIPTION OF DEPOSITARY SHARES........................................... 22
MANAGEMENT................................................................. 24
SELLING STOCKHOLDER........................................................ 28
PLAN OF DISTRIBUTION....................................................... 28
LEGAL MATTERS.............................................................. 30
EXPERTS.................................................................... 30
3
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with
the Securities and Exchange Commission using a "shelf" registration process.
Under the shelf process, we may sell any combination of the securities
described in this prospectus in one or more offerings up to a total dollar
amount of $1,000,000,000. Under the shelf process, the selling stockholder
may, from time to time, sell up to 2,000,000 shares of Class A common stock in
one or more offerings. This prospectus provides you with a general description
of the securities we may offer. Each time we sell securities, we will provide
a prospectus supplement that will contain specific information about the terms
of that offering. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read both this prospectus
and any prospectus supplement, together with additional information described
under the heading "WHERE YOU CAN FIND MORE INFORMATION ABOUT TELIGENT."
As used in this prospectus, "Teligent," "we," "us," and "our" refer to
Teligent, Inc., a Delaware corporation, and its subsidiaries.
WHERE YOU CAN FIND MORE INFORMATION ABOUT TELIGENT
We are subject to the informational requirements of the Securities
Exchange Act of 1934, which requires us to file annual, quarterly and special
reports, proxy statements and other information with the SEC. You may read and
copy any document that we file at the Public Reference Room of the SEC at 450
Fifth Street, N.W., Washington, D.C. 20549. Information on the operation of
the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-
0330. You may also inspect our filings at the regional offices of the SEC
located at Citicorp, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661 and 7 World Trade Center, New York, New York 10048 or over the Internet
at the SEC's home page at http://www.sec.gov.
This prospectus constitutes part of a Registration Statement on Form S-3
filed with the SEC under the Securities Act of 1933. It omits some of the
information contained in the Registration Statement, and reference is made to
the Registration Statement for further information with respect to us and the
securities we are offering. Any statement contained in this prospectus
concerning the provisions of any document filed as an exhibit to the
Registration Statement or otherwise filed with the SEC is not necessarily
complete, and in each instance reference is made to the copy of the document
filed.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information that we file
with the SEC will automatically update and supersede this information and the
information in the prospectus. We incorporate by reference the documents
listed below and any future filings made with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until we sell all
the securities covered by this prospectus:
1. Our Annual Report on Form 10-K for the year ended December 31,
1998;
2. Our Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 1999;
3. Our Current Report on Form 8-K dated April 19, 1999; and
4. The description of our Class A common stock in our Form 8-A filed
on November 18, 1997.
You may request a copy of these filings at no cost, by writing or
telephoning the office of Investor Relations, Teligent, Inc., 8065 Leesburg
Pike, Suite 400, Vienna, Virginia 22182, telephone: 703.762.5264.
4
NOTE ON FORWARD-LOOKING STATEMENTS
This prospectus includes forward-looking statements. Forward-looking
statements can be identified by the use of such forward-looking terminology
terms such as "believes," "expects," "may," "intends," "will," "should" or
"anticipates" or the negative thereof or other variations thereon or similar
terminology, or by discussions of strategy. We have based these forward-looking
statements on our current expectations and projections about future events.
These forward-looking statements are subject to risks, uncertainties, and
assumptions about us, including:
. our pace of entry into new markets;
. the time and expense required for building our planned network, and
our ability to secure building access;
. our ability to acquire customers in our market areas;
. our ability to raise additional capital when needed on a timely basis
and on acceptable terms;
. our ability to integrate and maintain internal management, technical
information and accounting systems;
. the impact of changes in telecommunication laws and regulations;
. our success in gaining regulatory approval for our products and
services, when required;
. our ability to successfully interconnect with the incumbent carriers;
. the timely supply of necessary fully functional equipment;
. the intensity of competition;
. the consummation of the acquisition of The Associated Group, Inc. by
Liberty Media Corporation;
. our ability to hire and retain personnel;
. our timely completion of our year 2000 compliance program; and
. general economic conditions.
We undertake no obligation to publicly update or revise any forward-
looking statements, whether as a result of new information, future events or
otherwise. In light of these risks, uncertainties and assumptions, the forward-
looking events discussed in this prospectus or in any supplement to this
prospectus might not occur.
5
TELIGENT, INC.
General
Teligent is a full-service, facilities-based communications company. We
offer small and medium-sized business customers local, long distance, high-
speed data and dedicated Internet services over our digital SmartWave(TM) local
networks. We hold 24 GHz wireless licenses granted by the Federal
Communications Commission covering 74 market areas, comprising more than 750
municipalities in the United States and 130 million people. Our SmartWave(TM)
local networks integrate point-to-multipoint and point-to-point wireless
technologies with traditional broadband wireline technology. We have launched
our commercial service in 28 markets, comprising more than 464 cities and towns
with a combined population of more than 83 million.
Teligent serves its wireless customers by placing a small digital
microwave antenna on the roof of the customer's building. When the customer
picks up the telephone, accesses the Internet or activates a videoconference,
the signal travels over the building's inside wiring to Teligent's equipment
and the rooftop antenna. The antenna sends voice, data and video signals to a
nearby Teligent base station, where the signals are communicated to a Teligent
broadband switching center and then onto their final destination.
Our principal executive offices are located at 8065 Leesburg Pike, Suite
400, Vienna, Virginia 22182. Our main phone number is 703.762.5100. For
additional information about Teligent, you should consult the information
sources listed above under the heading "WHERE YOU CAN FIND MORE INFORMATION
ABOUT TELIGENT."
Recent Developments
On June 1, 1999, Liberty Media Corporation and The Associated Group, Inc.
announced that they had signed a definitive merger agreement pursuant to which
Liberty Media will acquire Associated in a stock-for-stock merger (the
"Associated Acquisition"). Liberty Media Corporation, which holds most of the
assets included in the Liberty Media Group, is an indirect wholly owned
subsidiary of AT&T Corp.; however, the assets and businesses of Liberty Media
Group are operated by its current management, which is different from that of
AT&T. Liberty Media holds interests in a broad range of video programming,
communications, technology and Internet businesses in the United States,
Europe, South America and Asia. Under the merger agreement, Associated
shareholders will receive an aggregate of 51,778,920 shares of AT&T Corp.'s
Class A Liberty Media Group common stock (which tracks the performance of
Liberty Media), subject to adjustment, and 19,719,274 shares of AT&T Corp.
common stock.
Upon completion of the Associated Acquisition, Liberty Media would
acquire through its ownership of Associated, Associated's interest in Teligent,
representing approximately 41% (as of June 1, 1999) of the total issued and
outstanding shares of Teligent common stock as of June 1, 1999. Upon
consummation of the Associated Acquisition, Telcom DTS Investors, L.L.C.
("Telcom"), the owner of all of the Series B-2 common stock, would, depending
upon Telcom's level of stock ownership, and control of Telcom by certain
individuals at that time, have the right pursuant to an agreement with
Associated to require Associated to convert all of its Series B-1 common stock
into Class A common stock and to cause one of the Series B-1 Directors
designated by Associated to resign from Teligent's board of directors so that
the Series B-1 Directors will no longer constitute a majority of the Teligent
directors. Associated has further agreed with Telcom that if Associated is
required to convert its Series B-1 common stock, then it will cause its
designees on Teligent's board of directors to cause Teligent's board of
directors to convene a meeting of Teligent's stockholders.
The Associated Acquisition merger agreement provides that, immediately
prior to the effective date of the Associated Acquisition, Associated will
replace three (or such lesser number that Liberty may designate) of the
existing Series B-1 Directors with designees of Liberty Media. However, upon a
conversion of all of the Series B-1 common stock into Class A common stock,
there will be no shares of Series B-1 common stock
6
outstanding. As a result, if all of the Series B-1 shares are so converted,
neither Associated nor Liberty will have the special right currently held by
Associated under Teligent's certificate of incorporation to elect directors of
Teligent (except for the right to vote generally for Teligent directors
together with other holders of Teligent common stock). See "Description of
Capital Stock."
Pursuant to the terms of the Associated Acquisition, Associated has
agreed with certain limited exceptions, not to sell any of its Teligent common
stock or to vote or execute a written consent or proxy with respect to its
Teligent common stock in favor of any acquisition of a 25% or greater equity
interest in Teligent. The Associated Acquisition merger agreement does not
prohibit the Series B-1 Directors from properly discharging their fiduciary
duties in their capacity as directors of Teligent.
The Associated Acquisition is subject to the approval of the stockholders
of Associated, clearance from various governmental authorities, including the
Federal Communications Commission, and satisfaction of the other conditions set
forth in the merger agreement. According to Associated, depending upon the
timing of the foregoing, the Associated Acquisition is currently expected to
close in early 2000.
RATIO OF EARNINGS TO FIXED CHARGES AND PREFERENCE DIVIDENDS
The ratio of earnings to fixed charges is computed by dividing pretax
income from operations before fixed charges (other than capitalized interest)
by fixed charges. Fixed charges consist of interest charges and amortization of
debt expense and discount or premium related to indebtedness, whether expensed
or capitalized, and that portion of rental expense we believe to be
representative of interest. For the period from March 5, 1996 (inception) to
December 31, 1996, the years ended December 31, 1997 and 1998, and the three
months ended March 31, 1998 and 1999, earnings were insufficient to cover fixed
charges by $13.6 million, $138.1 million, $281.5 million, $38.6 million and
$108.1 million, respectively.
The ratio of combined fixed charges and preference dividends to earnings
is computed by adding combined fixed charges to preference dividends and
dividing that total by pretax income from operations before fixed charges
(other than capitalized interest). Combined fixed charges consist of interest
charges and amortization of debt expense and discount or premium related to
indebtedness, whether expensed or capitalized, and that portion of rental
expense we believe to be representative of interest. For the period from March
5, 1996 (inception) to December 31, 1996, the years ended December 31, 1997 and
1998, and the three months ended March 31, 1998 and 1999, earnings were
insufficient to cover combined fixed charges and preference dividends by $13.6
million, $138.1 million, $281.5 million, $38.6 million and $108.1 million,
respectively.
USE OF PROCEEDS
Unless otherwise indicated in the applicable prospectus supplement, the
net proceeds from the sale of shares of Class A common stock, preferred stock,
debt securities, or depositary shares will be used to fund working capital,
capital expenditures, operating losses and other general corporate purposes,
including acquisitions. We will not receive any of the proceeds from the sale
of Class A common stock that may be offered by the selling stockholder.
7
DESCRIPTION OF CAPITAL STOCK
The following description of our capital stock is based upon our
certificate of incorporation, our by-laws and applicable provisions of law. The
following description is qualified in its entirety by reference to such
certificate of incorporation and by-laws, which have been filed as exhibits to
earlier registration statements filed by us with the SEC. See "WHERE YOU CAN
FIND INFORMATION ABOUT TELIGENT" for information sources at which you can
locate copies of our certificate of incorporation and by-laws.
Certain provisions of our certificate of incorporation and by-laws
summarized in the following paragraphs may be deemed to have an anti-takeover
effect and may delay, defer or prevent a tender offer or takeover attempt that
a stockholder might consider in its best interests, including those attempts
that might result in a premium over the market price for shares held.
Authorized and Outstanding Capital Stock
Our authorized capital stock consists of 265,000,000 shares of common
stock and 10,000,000 shares of preferred stock. Of the 265,000,000 authorized
shares of our common stock, 200,000,000 shares are designated as Class A common
stock and 65,000,000 shares are designated as Class B common stock. Of the
65,000,000 authorized shares of Class B common stock, 30,000,000 shares are
designated as Class B, Series 1 (the "Series B-1 common stock"), 25,000,000
shares are designated as Class B, Series 2 (the "Series B-2 common stock") and
10,000,000 shares are designated as Class B, Series 3 (the "Series B-3 common
stock"). As of April 23, 1999, there were 8,314,795 shares of Class A common
stock issued and outstanding, 21,436,689 shares of Series B-1 common stock
issued and outstanding, held by one stockholder of record, 17,206,210 shares of
Series B-2 common stock issued and outstanding, held by one stockholder of
record, and 5,783,400 shares of Series B-3 common stock issued and outstanding,
held by one stockholder of record.
Our Class A common stock is admitted for trading on the Nasdaq National
Market and trades under the symbol "TGNT." The Transfer Agent and Registrar for
our Class A common stock is First Union National Bank.
Common Stock
Voting Rights. In general, the rights of Class A common stock and Class B
common stock shareholders are substantially identical, except that until the
number of shares held by holders of the respective series of Class B common
stock fall below certain thresholds, such holders will have the right to elect
directors to our board of directors as follows: a majority of the directors
will be elected by the holders of the Series B-1 common stock; one director
will be elected by the holders of the Series B-2 common stock; and one director
will be elected by the holders of the Series B-3 common stock.
The holders of Class A common stock and Class B common stock, voting
together as a single class, are entitled to elect all members of our board of
directors, other than any Series B-1 Directors, Series B-2 Director or Series
B-3 Director (the "Common Directors"). There are currently seven directors.
Pursuant to our certificate of incorporation, the holders of Series B-1
common stock, voting as a separate class, are entitled to elect that number of
directors equal to the minimum number necessary to constitute a majority of
members of our board of directors (the "Series B-1 Directors"). However, if at
any time the number of issued and outstanding shares of Series B-1 common stock
is less than 20% of the aggregate number of issued and outstanding shares of
common stock then, without any further action by us or any other party, all of
such issued and outstanding shares of Series B-1 common stock will
automatically be converted into an equal number of shares of Class A common
stock and the holders of the converted Series B-1 common stock will no longer
be entitled to elect Series B-1 Directors.
8
The holders of Series B-2 common stock, voting as a separate class, are
entitled to elect one member of our board of directors (the "Series B-2
Director"). However, if at any time the number of issued and outstanding shares
of Series B-2 common stock is less than 10% of the aggregate number of issued
and outstanding shares of common stock then, without any further action by us
or any other party, all of such issued and outstanding shares of Series B-2
common stock will automatically be converted into an equal number of shares of
Class A common stock and the holders of the converted Series B-2 common stock
will no longer be entitled to elect the Series B-2 Director.
The holders of Series B-3 common stock, voting as a separate class, are
entitled to elect one member of our board of directors (the "Series B-3
Director"). However, if at any time (A) the number of issued and outstanding
shares of Series B-3 common stock is less than (1) 3% of the aggregate number
of issued and outstanding shares of common stock or (2) 1,156,680 shares of
Series B-3 common stock or (B) Nippon Telegraph and Telephone Corporation or
any person or entity controlled by it chooses at any time to engage in, or make
a material investment in any person or entity whose principal business is, the
provision in the United States of any terrestrial fixed wireless local
telecommunications services offered by Teligent in the same market segments
(i.e., business or residential), then, without any further action by us or any
party, all of such issued and outstanding shares of Series B-3 common stock
will automatically be converted into an equal number of shares of Class A
common stock and the holders of the converted Series B-3 common stock will no
longer be entitled to elect the Series B-3 Director. In the event of any stock
split, reverse stock split, stock dividend or similar transaction with respect
to the Series B-3 common stock, the number referred to in clause (2) of this
paragraph is required to be appropriately adjusted.
Except as otherwise required by law or, as described herein, by the
certificate of incorporation, the holders of shares of common stock vote
together as a single class on all matters presented to a vote of stockholders.
Each registered holder of common stock is entitled to one vote per share. There
is no cumulative voting.
Removal of Directors. Any Series B-1 Director, Series B-2 Director or
Series B-3 Director may be removed with or without cause, but only by the
affirmative vote of the holders of a majority of the shares of the series of
Class B common stock entitled to elect such director, voting as a separate
class. Any Common Director may be removed with or without cause, but only by
the affirmative vote of the holders of a majority of the shares of Class A
common stock and Class B common stock voting together as a single class.
Vacancy. Any vacancy in the office of a director may be filled by a vote
of holders of, in the case of any Series B-1 Director, Series B-2 Director or
Series B-3 Director, the series of Class B common stock entitled to elect such
director voting as a separate class and, in the case of any Common Director,
the Class A common stock and Class B common stock voting together as a single
class. Any vacancy in the office of a Common Director may, in the absence of a
stockholder vote, be filled by the remaining directors or, if there remains
only one director, by such sole remaining director; provided, further, however,
that any vacancy in the office of a Series B-1 Director may, in the absence of
a stockholder vote, be filled by the remaining Series B-1 Directors or, if
there remains only one Series B-1 Director, by such sole remaining Series B-1
Director.
Transfers of Certain Common Stock. Under our certificate of
incorporation, no holder of shares of Class B common stock may transfer, and we
may not register, or permit the transfer agent for such common stock to
register, the transfer of any shares of Class B common stock or any interest
therein, whether by sale, assignment, gift, bequest, pledge, hypothecation,
encumbrance, or any other disposition, except to a Permitted Transferee (as
defined below) of such holder. If a holder of shares of Class B common stock
transfers any such shares to any person or entity other than a Permitted
Transferee of such holder, such transfer, without any further action by us or
of any party, will automatically convert such shares into an equal number of
shares of Class A common stock from the date of such transfer. The certificate
of incorporation defines "Permitted Transferee" to mean only: (1) in the case
of any holder of shares of Series B-1 common stock, The Associated Group, Inc.
and any corporation, partnership or other business entity directly or
indirectly controlled by The
9
Associated Group, Inc. at the time of transfer; (2) in the case of any holder
of shares of Series B-2 common stock, Dr. Rajendra Singh, Neera Singh and any
corporation, partnership or other business entity directly or indirectly
controlled by Dr. Rajendra Singh, Neera Singh or their respective executors (to
the extent acting in such capacity) or direct descendants; provided, however,
that if any holder of Series B-2 common stock ceases to be so controlled, then
any shares of Series B-2 common stock held by such holder will be deemed to
have been transferred to a person or entity other than a Permitted Transferee;
and (3) in the case of any holder of shares of Series B-3 common stock, Nippon
Telegraph and Telephone Corporation and any corporation, partnership or other
business entity directly or indirectly controlled by Nippon Telegraph and
Telephone Corporation at the time of transfer.
Any holder of shares of Class B common stock, or any Permitted Transferee
of such holder, may grant a security interest in, or pledge, pursuant to a bona
fide financing arrangement involving the holder or Permitted Transferee, all or
any portion of the holder's or Permitted Transferee's shares of Class B common
stock, if (1) the grant or pledge does not require registration or
qualification pursuant to any federal or state securities laws and (2) we
receive copies of any instruments evidencing the grant or pledge and the
secured party's or pledgee's written acknowledgment that it has reviewed the
terms of the certificate of incorporation. No such grant or pledge will by
itself cause the conversion of any such shares of Class B common stock into
shares of Class A common stock. If any secured party or pledgee (which is not a
Permitted Transferee of the holder making such grant or pledge) forecloses upon
any such shares of Class B common stock, such foreclosure, without any further
action by us or any other party, will automatically and irrevocably convert
such shares into an equal number of shares of Class A common stock from the
date of such foreclosure.
Conversion into Series A Common Stock. Under the certificate of
incorporation, each share of Class B common stock is convertible at any time,
at the option of the registered holder, into one fully paid and nonassessable
share of Class A common stock, subject to adjustment for any stock split.
Liquidation. In the event of any voluntary or involuntary liquidation,
dissolution or winding up of Teligent, after distribution in full of any
amounts to be distributed to holders of shares of preferred stock, unless
otherwise required by law, holders of shares of common stock are entitled to
receive all the remaining assets. Distribution of such remaining assets to the
holders of common stock will be in proportion to the number of shares of common
stock held by them. Under the certificate of incorporation, the holders of
common stock will participate in such assets as if all classes and series of
common stock constituted a single class of stock.
Dividends. The holders of shares of our common stock will be entitled to
receive, when, as and if declared by the board of directors, out of our assets
which are by law available therefor, dividends payable either in cash, in
property or in shares of capital stock. The payment of such dividends are
subject to the preferential rights of holders of preferred stock, if any. Under
the certificate of incorporation, no dividend will be declared or paid in
respect of any class of common stock unless the holders of all classes of
common stock receive the same per share dividend, payable in the same amount
and type of consideration, as if such classes constituted a single class.
However, if any dividend is declared that is payable in shares of common stock,
or in other rights to acquire shares of common stock, then (1) such dividend
will be declared and paid at the same rate per share with respect to each class
of common stock, (2) the dividend payable on shares of Class A common stock
will be payable only in shares of, or in other rights to acquire shares of,
Class A common stock and (3) the dividend payable on shares of each series of
Class B common stock will be payable only in shares of, or in other rights to
acquire shares of, the same series of Class B common stock.
Preferred Stock
Under the certificate of incorporation, the board of directors has the
authority to create one or more series of preferred stock, to issue shares of
preferred stock in such series up to the maximum number of shares of preferred
stock authorized, and to determine the preferences, rights, privileges and
restrictions of any series,
10
including the dividend rights, voting rights, rights and terms of redemption,
liquidation preferences, the number of shares constituting any such series and
the designation of such series. The authorized shares of preferred stock, as
well as authorized but unissued shares of common stock, are available for
issuance without further action by our stockholder, except to the extent
stockholder action is required by applicable law or by the rules of a stock
exchange or quotation system on which any series of our stock may then be
listed or quoted, or as required by our certificate of incorporation or by-
laws.
The applicable prospectus supplement will describe the terms of any
preferred stock being offered, including:
. the number of shares and designation or title of the shares;
. any liquidation preference per share;
. any date of maturity;
. any redemption, repayment or sinking fund provisions;
. any dividend rate or rates and the dates of payment (or the method
for determining the dividend rates or dates of payment);
. any voting rights;
. if other than the currency of the United States, the currency or
currencies including composite currencies in which the preferred
stock is denominated and/or in which payments will or may be payable;
. the method by which amounts in respect of the preferred stock may be
calculated and any commodities, currencies or indices, or value, rate
or price, relevant to such calculation;
. whether the preferred stock is convertible or exchangeable and, if
so, the securities or rights into which the preferred stock is
convertible or exchangeable, and the terms and conditions of
conversion or exchange;
. the place or places where dividends and other payments on the
preferred stock will be payable;
. any conditions or restrictions on the creation of indebtedness by us
or upon the issuance of any additional stock; and
. any additional voting, dividend, liquidation, redemption and other
rights, preferences, privileges, limitations and restrictions.
All shares of preferred stock offered will, when issued, be fully paid
and non-assessable. Any shares of preferred stock that are issued would have
priority over the common stock with respect to dividend or liquidation rights
or both.
The transfer agent for each series of preferred stock will be described
in the applicable prospectus supplement.
11
Restriction on Foreign Ownership
Under our certificate of incorporation, the board of directors has all
the powers necessary to ensure our compliance with the foreign ownership
restrictions under the Communications Act of 1934, and the rules, regulations
and decisions of the Federal Communications Commission. The board of directors'
power includes the power to prohibit the transfer of any shares of our capital
stock to any Foreign Owner and to take or cause to be taken such action as it
deems appropriate to implement such prohibition. "Foreign Owner" means (a) any
person who is a citizen of a country other than the United States; (b) any
corporation or other legal entity organized under the laws of any government
other than the government of the United States or of any state, territory or
possession of the United States; (c) any government other than the government
of the United States or of any state, territory or possession of the United
States; and (d) any representative of any of the foregoing or any entity owned,
or whose capital was contributed in whole or in part, by any of the foregoing.
Under the certificate of incorporation, any shares of our capital stock
determined by the board of directors to be beneficially owned by any Foreign
Owner, or with respect to which any Foreign Owner has voting rights, will be
subject to redemption by action of the board of directors to the extent
necessary to comply with foreign ownership restrictions. In such event, the
redemption price of the shares to be redeemed will be equal to the fair market
value of such shares, as determined by the board of directors in good faith.
Under the certificate of incorporation, the redemption price of such shares may
be paid in cash, securities or any combination thereof. Such redemption will be
upon such other terms and conditions as the board of directors shall determine.
We have entered into a stockholders agreement with holders of the Class B
common stock. The stockholders agreement provides for certain rights and
obligations with respect to our ownership and governance. The stockholders
agreement also provides for certain rights and obligations of the parties
thereto relating to our compliance with the foreign ownership restrictions
under the Communications Act of 1934 and the rules, regulations and decisions
of the Federal Communications Commission.
Under the stockholders agreement, if we are required by a change in law
or other circumstance to reduce the level of foreign ownership of Teligent and
we are unable to obtain a waiver of such requirement, we will have the right,
and will be required, at the holder of the Series B-3 common stock's election,
to refuse to sell our stock to any Foreign Owner if such a transaction would
adversely impact the holder of the Series B-3 common stock's ability to hold
its then existing share ownership in Teligent. In addition, we will have the
right, and will be required, at the election of any party to the stockholders
agreement, to repurchase for cash, to the extent permitted by applicable
Delaware corporation law, shares first from all other Foreign Owners other than
the parties to the stockholders agreement, if applicable, and thereafter from
each party to the stockholders agreement, on a pro rata basis in accordance
with the stockholders agreement.
Anti-takeover Effects of Provisions of Our Certificate of Incorporation and By-
laws and the Delaware General Corporation Law
Our certificate of incorporation provides disproportionate voting rights
of the Class B common stock to elect a majority of the members of our board of
directors relative to the Class A common stock and the authorization of our
board of directors to issue, without stockholder approval, one or more series
of preferred stock having such preferences, powers and relative, participating,
optional and other rights as the board of directors may determine. The
certificate of incorporation further provides that stockholders are not
entitled to call a special meeting of stockholders, nor to require the board of
directors to call such a meeting. The certificate of incorporation also
provides that stockholders are not entitled to act by written consent in lieu
of a meeting; except that in connection with the election or removal of any
Series B-1 Director, Series B-2 Director or Series B-3 Director, the holders of
the series of Class B common stock entitled to elect or remove such director
may vote as a separate class by written consent in lieu of a meeting. In
addition, the by-laws contain certain advance notice requirements that must be
complied with by any stockholder who wishes to nominate
12
any person for election to our board of directors or who otherwise wishes to
properly bring business before an annual meeting of our stockholders. These
provisions of the certificate of incorporation, together with the ability of
The Associated Group, Inc. to elect a majority of Teligent's board of
directors, could discourage potential acquisition proposals and could delay or
prevent a change of control of Teligent.
Delaware Takeover Statute. We are subject to Section 203 ("Section 203")
of the Delaware General Corporation Law, which, subject to certain exceptions,
prohibits a Delaware corporation from engaging in any business combination with
any interested stockholder for a period of three years following the date that
such stockholder became an interested stockholder, unless: (1) prior to such
date, the board of directors of the corporation approved either the business
combination or the transaction that resulted in the stockholder becoming an
interested stockholder; (2) upon consummation of the transaction that resulted
in the stockholder becoming an interested stockholder, the interested
stockholder owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction commenced, excluding for purposes of
determining the number of shares outstanding those shares owned (a) by persons
who are directors and also officers and (b) by employee stock plans in which
employee participants do not have the right to determine confidentially whether
shares held subject to the plan will be tendered in a tender or exchange offer;
or (3) on or subsequent to such date, the business combination is approved by
the board of directors and authorized at an annual or special meeting of
stockholders, and not by written consent, by the affirmative vote of at least
66 2/3% of the outstanding voting stock that is not owned by the interested
stockholder.
Section 203 defines "business combination" to include: (1) any merger or
consolidation involving the corporation and the interested stockholder; (2) any
sale, transfer, pledge or other disposition of 10% or more of the assets of the
corporation involving the interested stockholder; (3) subject to certain
exceptions, any transaction that results in the issuance or transfer by the
corporation of any stock of the corporation to the interested stockholder; (4)
any transaction involving the corporation that has the effect of increasing the
proportionate share of the stock of any class or series of the corporation
beneficially owned by the interested stockholder; or (5) the receipt by the
interested stockholder of the benefit of any loans, advances, guarantees,
pledges or other financial benefits provided by or through the corporation. In
general, Section 203 defines an interested stockholder as any entity or person
beneficially owning 15% or more of the outstanding voting stock of the
corporation and any entity or person affiliated with or controlling or
controlled by such entity or person. The restrictions on business combinations
contained in Section 203 would not apply to any business combination between
the current holders of the Series B-1 common stock or the current holders of
the Series B-2 common stock, on the one hand, and us, on the other hand.
DESCRIPTION OF DEBT SECURITIES
This section describes the general terms and provisions of the debt
securities which may be offered by us from time to time. The prospectus
supplement will describe the specific terms of the debt securities offered by
that prospectus supplement.
We may issue debt securities either separately or together with, or upon
the conversion of, or in exchange for, other securities. The debt securities
are to be either senior obligations of ours issued in one or more series and
referred to herein as the "Senior Debt Securities," subordinated obligations of
ours issued in one or more series and referred to herein as the "Subordinated
Debt Securities," or junior subordinated obligations of Teligent issued in one
or more series and referred to herein as the "Junior Subordinated Debt
Securities." The Senior Debt Securities, the Subordinated Debt Securities and
the Junior Subordinated Debt Securities are collectively referred to as the
"Debt Securities." Each series of Debt Securities will be issued pursuant to a
written agreement, known as an "Indenture," to be entered into by us and an
independent third party, known as a "Trustee", who will be legally obligated to
carry out the terms of the Indenture. The name(s) of the Trustee(s) will be set
forth in the applicable prospectus supplement. We may issue all the Debt
Securities under the same Indenture, as one or separate series, as specified in
the applicable prospectus supplements.
13
We have summarized certain terms and provisions of the Indentures. The
summary is not complete. If we refer to particular provisions of an Indenture,
the provisions, including definitions of certain terms, are incorporated by
reference as a part of this summary. The Indentures are filed as an exhibit to
the registration statement of which this prospectus is a part, and are
incorporated by reference. The Indentures are subject to and governed by the
Trust Indenture Act of 1939, as amended. You should refer to the applicable
Indenture for the provisions which may be important to you.
General
The Indentures will not limit the amount of Debt Securities which we may
issue. We may issue Debt Securities up to an aggregate principal amount as we
may authorize from time to time. The applicable prospectus supplement will
describe the terms of any Debt Securities being offered, including:
. the designation, aggregate principal amount and authorized
denominations;
. the maturity date;
. the interest rate, if any, and the method for calculating the
interest rate;
. the interest payment dates and the record dates for the interest
payments;
. any mandatory or optional redemption terms or prepayment, conversion,
sinking fund or exchangeability or convertibility provisions;
. the places where the principal and interest will be payable;
. if other than denominations of $1,000 or multiples of $1,000, the
denominations the Debt Securities will be issued in;
. whether the Debt Securities will be issued in the form of Global
Securities (as defined below) or certificates;
. additional provisions, if any, relating to the defeasance and
covenant defeasance of the Debt Securities;
. whether the Debt Securities will be issuable in registered form
("Registered Securities") or bearer form ("Bearer Securities") or
both and, if Bearer Securities are issuable, any restrictions
applicable to the exchange of one form for another and the offer,
sale and delivery of Bearer Securities;
. whether such Debt Securities will be Senior Debt Securities,
Subordinated Debt Securities or Junior Subordinated Debt Securities
and, if Subordinated Debt Securities or Junior Subordinated Debt
Securities, the subordination provisions and the applicable
definition of "Senior Indebtedness";
. any applicable material federal tax consequences;
. the dates on which premium, if any, will be payable;
. our right, if any, to defer payment of interest and the maximum
length of such deferral period;
. any listing on a securities exchange;
14
. if convertible into Class A common stock or preferred stock, the
terms on which such Debt Securities are convertible;
. the terms, if any, of any guarantee of the payment of principal of,
and premium, if any, and interest on Debt Securities of the series
and any corresponding changes to the provisions of the Indenture as
currently in effect;
. the terms, if any, of the transfer, mortgage, pledge, or assignment
as security for the Debt Securities of the series of any properties,
assets, moneys, proceeds, securities or other collateral, including
whether certain provisions of the Trust Indenture Act are applicable,
and any corresponding changes to provisions of the Indenture as
currently in effect;
. the initial public offering price; and
. other specific terms, including covenants and any additions or
changes to the events of default provided for with respect to the
Debt Securities.
If the purchase price of any Debt Securities is payable in a currency
other than U.S. dollars or if principal of, or premium, if any, or interest, if
any, on any of the Debt Securities is payable in any currency other than U.S.
dollars, the specific terms and other information with respect to such Debt
Securities and such foreign currency will be specified in the applicable
prospectus supplement relating thereto.
Debt Securities may be issued as Original Issue Discount Securities (as
defined in the Indentures) to be sold at a substantial discount below their
principal amount. Original Issue Discount Securities may include "zero coupon"
securities that do not pay any cash interest for the entire term of the
securities. In the event of an acceleration of the maturity of any Original
Issue Discount Security, the amount payable to the holder thereof upon such
acceleration will be determined in the manner described in the applicable
prospectus supplement. Conditions pursuant to which payment of the principal of
the Subordinated Debt Securities may be accelerated will be set forth in the
applicable prospectus supplement. Material federal income tax and other
considerations applicable to Original Issue Discount Securities will be
described in the applicable prospectus supplement.
Under the Indentures, the terms of the Debt Securities of any series may
differ and we, without the consent of the holders of the Debt Securities of any
series, may reopen a previous series of Debt Securities and issue additional
Debt Securities of such series or establish additional terms of such series,
unless otherwise indicated in the applicable prospectus supplement.
Covenants
Under the Indentures, we will be required to:
. pay the principal, interest and any premium on the Debt Securities
when due;
. maintain a place of payment;
. deliver a report to the Trustee at the end of each fiscal year
reviewing our obligations under the Indentures; and
. deposit sufficient funds with any paying agent on or before the due
date for any principal, interest or any premium.
Any additional covenants will be described in the applicable prospectus
supplement.
15
Registration, Transfer, Payment and Paying Agent
Unless otherwise indicated in a prospectus supplement, each series of
Debt Securities will be issued in registered form only, without coupons. The
Indentures, however, provide that we may also issue Debt Securities in bearer
form only, or in both registered and bearer form. Bearer Securities shall not
be offered, sold, resold or delivered in connection with their original
issuance in the United States or to any United States person other than
offices located outside the United States of certain United States financial
institutions. "United States person" means any citizen or resident of the
United States, any corporation, partnership or other entity created or
organized in or under the laws of the United States, any estate the income of
which is subject to United States federal income taxation regardless of its
source, or any trust whose administration is subject to the primary
supervision of a United States court and which has one or more United States
fiduciaries who have the authority to control all substantial decisions of the
trust. "United States" means the United States of America (including the
states thereof and the District of Columbia), its territories, its possessions
and other areas subject to its jurisdiction. Purchasers of Bearer Securities
will be subject to certification procedures and may be affected by certain
limitations under United States tax laws. Such procedures and limitations will
be described in the prospectus supplement relating to the offering of the
Bearer Securities.
Unless otherwise indicated in a prospectus supplement, Registered
Securities will be issued in denominations of $1,000 or any integral multiple
thereof, and Bearer Securities will be issued in denominations of $5,000.
Unless otherwise indicated in a prospectus supplement, the principal,
premium, if any, and interest, if any, of or on the Debt Securities will be
payable, and Debt Securities may be surrendered for registration of transfer
or exchange, at an office or agency to be maintained by us in the Borough of
Manhattan, The City of New York, provided that payments of interest with
respect to any Registered Security may be made at our option by check mailed
to the address of the person entitled to payment or by transfer to an account
maintained by the payee with a bank located in the United States. No service
charge shall be made for any registration of transfer or exchange of Debt
Securities, but we may require payment of a sum sufficient to cover any tax or
other governmental charge and any other expenses that may be imposed in
connection with the exchange or transfer.
Unless otherwise indicated in a prospectus supplement, payment of
principal of, premium, if any, and interest, if any, on Bearer Securities will
be made, subject to any applicable laws and regulations, at such office or
agency outside the United States as specified in the prospectus supplement and
as we may designate from time to time. Unless otherwise indicated in a
prospectus supplement, payment of interest due on Bearer Securities on any
interest payment date will be made only against surrender of the coupon
relating to such interest payment date. Unless otherwise indicated in a
prospectus supplement, no payment of principal, premium or interest with
respect to any Bearer Security will be made at any office or agency in the
United States or by check mailed to any address in the United States or by
transfer to an account maintained with a bank located in the United States;
except that if amounts owing with respect to any Bearer Securities shall be
payable in U.S. dollars, payment may be made at the Corporate Trust Office of
the applicable Trustee or at any office or agency designated by us in the
Borough of Manhattan, The City of New York, if (but only if) payment of the
full amount of such principal, premium or interest at all offices outside of
the United States maintained for such purpose by us is illegal or effectively
precluded by exchange controls or similar restrictions.
Unless otherwise indicated in the applicable prospectus supplement, we
will not be required to:
. issue, register the transfer of or exchange Debt Securities of any
series during a period beginning at the opening of business 15 days
before any selection of Debt Securities of that series of like tenor
to be redeemed and ending at the close of business on the day of that
selection;
16
. register the transfer of or exchange any Registered Security, or
portion thereof, called for redemption, except the unredeemed portion
of any Registered Security being redeemed in part;
. exchange any Bearer Security called for redemption, except to
exchange such Bearer Security for a Registered Security of that
series and like tenor that is simultaneously surrendered for
redemption; or
. issue, register the transfer of or exchange any Debt Security which
has been surrendered for repayment at the option of the holder,
except the portion, if any, of the Debt Security not to be so repaid.
Ranking of Debt Securities
The Senior Debt Securities will be unsubordinated obligations of ours and
will rank equally in right of payment with all other unsubordinated
indebtedness of ours. The Subordinated Debt Securities and Junior Subordinated
Debt Securities will be obligations of ours and will be subordinated in right
of payment to all existing and future Senior Indebtedness. The prospectus
supplement will describe the subordination provisions and set forth the
definition of "Senior Indebtedness" applicable to the Subordinated Debt
Securities or Junior Subordinated Debt Securities, as the case may be, and will
set forth the approximate amount of such Senior Indebtedness outstanding as of
a recent date.
Global Securities
The Debt Securities of a series may be issued in whole or in part in the
form of one or more global securities that will be deposited with, or on behalf
of, a "Depositary" identified in the prospectus supplement relating to such
series. Global Debt Securities may be issued in either registered or bearer
form and in either temporary or permanent form. Unless and until it is
exchanged in whole or in part for individual certificates evidencing Debt
Securities, a global Debt Security may not be transferred except as a whole (1)
by the Depositary to a nominee of such Depositary, (2) by a nominee of such
Depositary to such Depositary or another nominee of such Depositary or (3) by
such Depositary or any such nominee to a successor of such Depositary or a
nominee of such successor.
The specific terms of the depositary arrangement with respect to a series
of global Debt Securities and certain limitations and restrictions relating to
a series of global Bearer Securities will be described in the prospectus
supplement.
Outstanding Debt Securities
In determining whether the holders of the requisite principal amount of
outstanding Debt Securities have given any request, demand, authorization,
direction, notice, consent or waiver under the relevant Indenture, the amount
of outstanding Debt Securities will be calculated based on the following:
. the portion of the principal amount of an Original Issue Discount
Security that shall be deemed to be outstanding for such purposes
shall be that portion of the principal amount thereof that could be
declared to be due and payable upon a declaration of acceleration
thereof pursuant to the terms of such Original Issue Discount
Security as of the date of such determination,
. the principal amount of a Debt Security denominated in a currency
other than U.S. dollars shall be the U.S. dollar equivalent,
determined on the date of original issue of such Debt Security, of
the principal amount of such Debt Security; and
. any Debt Security owned by us or any obligor on such Debt Security or
any affiliate of us or such other obligor shall be deemed not to be
outstanding.
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Redemption and Repurchase
The Debt Securities may be redeemable at our option, may be subject to
mandatory redemption pursuant to a sinking fund or otherwise, or may be subject
to repurchase by Teligent at the option of the holders, in each case upon the
terms, at the times and at the prices set forth in the applicable prospectus
supplement.
Conversion and Exchange
The terms, if any, on which Debt Securities of any series are convertible
into or exchangeable for Class A common stock, preferred stock, or other Debt
Securities will be set forth in the applicable prospectus supplement. Such
terms may include provisions for conversion or exchange, either mandatory, at
the option of the holders or at our option.
Absence of Limitation on Indebtedness and Liens; Absence of Event Risk
Protection
The applicable prospectus supplement will specify any prohibitions on the
amount of indebtedness, guarantees or other liabilities that may be incurred by
us and any prohibitions on our ability to create or assume liens on our
property. Unless otherwise provided in a prospectus supplement, the Indentures
will not require the maintenance of any financial ratios by, or specified
levels of net worth, revenues, income, cash flow or liquidity of, Teligent, and
will not contain provisions which would give holders of the Debt Securities the
right to require us to repurchase their Debt Securities in the event of a
takeover, recapitalization or similar restructuring or change in control of
Teligent.
Consolidation, Merger and Sale of Assets
Each Indenture generally permits a consolidation or merger (subject to
certain limitations and conditions) between us and another corporation. They
also permit the sale by us of all or substantially all of our property and
assets. If this happens, the remaining or acquiring corporation shall assume
all of our responsibilities and liabilities under the Indentures including the
payment of all amounts due on the Debt Securities and performance of the
covenants in the Indentures.
We are only permitted to consolidate or merge with or into any other U.
S. corporation or sell all or substantially all of our assets according to the
terms and conditions of the Indentures, unless otherwise indicated in the
applicable prospectus supplement. The remaining or acquiring corporation will
be substituted for us in the Indentures with the same effect as if it had been
an original party to the Indenture. Thereafter, the successor corporation may
exercise our rights and powers under any Indenture, in our name or in its own
name. Any act or proceeding required or permitted to be done by our board of
directors or any of our officers may be done by the board or officers of the
successor corporation.
Events of Default
Unless otherwise specified in the applicable prospectus supplement, an
Event of Default, as defined in the Indentures and applicable to Debt
Securities issued under such Indentures, will occur with respect to the Debt
Securities of any series under the Indenture upon:
. default for a period to be specified in the applicable prospectus
supplement in payment of any interest with respect to any Debt
Security of such series;
. default in payment of principal or any premium with respect to any
Debt Security of such series when due upon maturity, redemption,
repurchase at the option of the holder or otherwise;
. default in deposit of any sinking fund payment when due with respect
to any Debt Security of such series;
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. default by us in the performance, or breach, of any other covenant or
warranty in such Indenture (other than a covenant or warranty
included therein solely for the benefit of a series of Debt
Securities other than that series) which shall not have been remedied
for a period to be specified in the applicable prospectus supplement
after notice to us by the applicable Trustee or the holders of not
less than a fixed percentage in aggregate principal amount of the
Debt Securities of all series issued under the applicable Indenture;
. certain events of bankruptcy, insolvency or reorganization of us; or
. any other Event of Default that may be set forth in the applicable
prospectus supplement, including, but not limited to, an Event of
Default based on other debt being accelerated ("cross-acceleration").
No Event of Default with respect to any particular series of Debt
Securities necessarily constitutes an Event of Default with respect to any
other series of Debt Securities. Each Indenture provides that the Trustee
thereunder may withhold notice to the holders of the Debt Securities of any
series outstanding under such Indenture of the occurrence of a default with
respect to the Debt Securities of such series (except a default in payment of
principal, premium, if any, interest, if any, or sinking fund payments, if any)
if the Trustee considers it in the interest of the holders to do so.
Each Indenture provides that if an Event of Default with respect to any
series of Debt Securities issued thereunder shall have occurred and be
continuing, either the relevant Trustee or the holders of at least a fixed
percentage in principal amount of the Debt Securities of such series then
outstanding may declare the principal amount (or if any Debt Securities of such
series are Original Issue Discount Securities, such lesser amount as may be
specified in the applicable prospectus supplement) of all the Debt Securities
of such series to be due and payable immediately, but upon certain conditions
such declaration and its consequences may be rescinded and annulled by the
holders of a majority in principal amount of the Debt Securities of all series
issued under the applicable Indenture.
The applicable prospectus supplement will provide the terms pursuant to
which an Event of Default shall result in acceleration of the payment of
principal of Subordinated Debt Securities or Junior Subordinated Debt
Securities.
In the case of a default in the payment of principal of, or premium, if
any, or interest, if any, on any Subordinated Debt Securities or Junior
Subordinated Debt Securities of any series, the applicable Trustee, subject to
certain limitations and conditions, may institute a judicial proceeding for the
collection thereof.
No holder of any of the Debt Securities issued of any series under either
Indenture has any right to institute any proceeding with respect to the
Indenture or any remedy thereunder, unless the holders of at least a fixed
percentage in principal amount of the outstanding Debt Securities of such
series have made written request, and offered reasonable indemnity, to the
Trustee to institute such proceeding as Trustee, the Trustee has failed to
institute such proceeding within 60 days after receipt of such notice and the
Trustee has not within such 60-day period received directions inconsistent with
such written request by holders of a majority in principal amount of the
outstanding Debt Securities of such series. Such limitations do not apply,
however, to a suit instituted by a holder of a Debt Security for the
enforcement of the payment of the principal of, premium, if any, or any accrued
and unpaid interest on, the Debt Security on or after the respective due dates
expressed in the Debt Security.
During the existence of an Event of Default under either Indenture, the
Trustee is required to exercise such rights and powers vested in it under the
Indenture and use the same degree of care and skill in its exercise thereof as
a prudent person would exercise under the circumstances in the conduct of such
person's own affairs. Subject to the provisions of the Indenture relating to
the duties of the Trustee, if an Event of Default shall occur and be
continuing, the Trustee is not under any obligation to exercise any of its
rights or powers under the
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Indenture at the request or direction of any of the holders unless such holders
shall have offered to the Trustee reasonable security or indemnity. Subject to
certain provisions concerning the rights of the Trustee, the holders of a
majority in principal amount of the outstanding Debt Securities of any series
have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust, or
power conferred on the Trustee with respect to such series.
The Indentures provide that the Trustee will, within 45 days after the
occurrence of any Default, give to the holders of the Debt Securities of such
series notice of such Default known to it, unless such Default shall have been
cured or waived; provided that, except in the case of a Default in payment of
principal of or premium, if any, on any Debt Security of such series when due
or in the case of any Default in the payment of any interest on the Debt
Securities of such series, the Trustee shall be protected in withholding such
notice if it determines in good faith that the withholding of such notice is in
the interest of such holders.
Teligent is required to furnish to the Trustee annually a statement as to
compliance with all conditions and covenants under the Indentures.
Modification and Waivers
From time to time, Teligent, when authorized by resolutions of our board
of directors, and the Trustee, without the consent of the holders of Debt
Securities of any series, may amend, waive or supplement the Indentures and the
Debt Securities of such series for certain specified purposes, including, among
other things:
. to cure ambiguities, defects or inconsistencies;
. to provide for the assumption of our obligations to holders of the
Debt Securities of such series in the case of a merger or
consolidation;
. to add to our Events of Default or our covenants or to make any
change that would provide any additional rights or benefits to the
holders of the Debt Securities of such series;
. to add or change any provisions of such Indenture to facilitate the
issuance of Bearer Securities;
. to establish the form or terms of Debt Securities of any series and
any related coupons;
. to add guarantors with respect to the Debt Securities of such series;
. to secure the Debt Securities of such series;
. to maintain the qualification of the Indenture under the Trust
Indenture Act; or
. to make any change that does not adversely affect the rights of any
holder.
Other amendments and modifications of the Indentures or the Debt
Securities issued thereunder may be made by Teligent and the Trustee with the
consent of the holders of not less than a majority of the aggregate principal
amount of the outstanding Debt Securities of each series affected thereby (each
series voting as a separate class); provided that no such modification or
amendment may, without the consent of the holder of each outstanding Debt
Security affected thereby:
. reduce the principal amount of, or extend the fixed maturity of the
Debt Securities, or alter or waive any redemption, repurchase or
sinking fund provisions of the Debt Securities;
. reduce the amount of principal of any Original Issue Discount
Securities that would be due and payable upon an acceleration of the
maturity thereof, or
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. change the currency in which any Debt Securities or any premium or
the accrued interest thereon is payable;
. reduce the percentage in principal amount outstanding of Debt
Securities of any series which must consent to an amendment,
supplement or waiver or consent to take any action under the
Indenture or the Debt Securities of such series;
. impair the right to institute suit for the enforcement of any payment
on or with respect to the Debt Securities;
. waive a default in payment with respect to the Debt Securities or any
guarantee;
. Reduce the rate or extend the time for payment of interest on the
Debt Securities;
. adversely affect the ranking of the Debt Securities of any series;
. release any guarantor from any of its obligations under its guarantee
or the Indenture, except in compliance with the terms of the
Indenture; or
. solely in the case of a series of Subordinated Debt Securities or
Junior Subordinated Debt Securities, modify any of the applicable
subordination provisions or the applicable definition of Senior
Indebtedness in a manner adverse to any holders.
The holders of a majority in aggregate principal amount of the
outstanding Debt Securities of any series may waive compliance by us with
certain restrictive provisions of the relevant Indenture, including and such
other restrictive covenants, if any, as may be set forth in the applicable
prospectus supplement. The holders of a majority in aggregate principal amount
of the outstanding Debt Securities of any series may, on behalf of all holders
of Debt Securities of that series, waive any past default under the applicable
Indenture with respect to Debt Securities of that series and its consequences,
except a default in the payment of the principal of, or premium, if any, or
interest, if any, on any Debt Securities of such series or in respect of a
covenant or provision which cannot be modified or amended without the consent
of a larger fixed percentage or by the holder of each outstanding Debt
Securities of the series affected.
Discharge, Defeasance and Covenant Defeasance
When we establish a series of Debt Securities, we may provide that series
is subject to the defeasance and discharge provisions of the applicable
Indenture. If those provisions are made applicable, we may elect either:
. to defease and be discharged from, subject to some limitations, all
of our obligations with respect to those Debt Securities; or
. to be released from our obligations to comply with specified
covenants relating to those Debt Securities as described in the
applicable prospectus supplement.
To effect that defeasance or covenant defeasance, we must irrevocably
deposit in trust with the relevant Trustee an amount in any combination of
funds or government obligations, which, through the payment of principal and
interest in accordance with their terms, will provide money sufficient to make
payments on those Debt Securities and any mandatory sinking fund or analogous
payments on those Debt Securities.
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On such a defeasance, we will not be released from certain of our
obligations that will be specified in the applicable prospectus supplement.
To establish such a trust we must, among other things, deliver to the
relevant Trustee an opinion of counsel to the effect that the holders of those
Debt Securities:
. will not recognize income, gain or loss for U.S. federal income tax
purposes as a result of the defeasance or covenant defeasance; and
. will be subject to U.S. federal income tax on the same amounts, in
the same manner and at the same times as would have been the case if
the defeasance or covenant defeasance had not occurred. In the case
of defeasance, the opinion of counsel must be based upon a ruling of
the IRS or a change in applicable U.S. federal income tax law
occurring after the date of the applicable Indenture.
If we effect covenant defeasance with respect to any Debt Securities, the
amount of deposit with the relevant Trustee will be sufficient to pay amounts
due on the Debt Securities at the time of their stated maturity. However, those
Debt Securities may become due and payable prior to their stated maturity if
there is an Event of Default with respect to a covenant from which we have not
been released. In that event, the amount on deposit may not be sufficient to
pay all amount due on the Debt Securities at the time of the acceleration.
The applicable prospectus supplement may further describe the provisions,
if any, permitting defeasance or covenant defeasance, including any
modifications to the provisions described above.
Governing Law
The Indentures and the Debt Securities will be governed by, and construed
in accordance with, the laws of the State of New York.
Regarding the Trustees
The Trust Indenture Act contains limitations on the rights of a trustee,
should it become a creditor of ours, to obtain payment of claims in certain
cases or to realize on certain property received by it in respect of any such
claims, as security or otherwise. Each Trustee is permitted to engage in other
transactions with us and our subsidiaries from time to time, provided that if
such Trustee acquires any conflicting interest it must eliminate such conflict
upon the occurrence of an Event of Default under the relevant Indenture, or
else resign.
DESCRIPTION OF DEPOSITARY SHARES
This section describes the general terms and provisions of Preferred
Stock represented by depositary shares (the "Depositary Shares"). The specific
terms of the Depositary Shares will be delivered in the applicable prospectus
supplement.
We have summarized certain terms and provisions of the Deposit Agreements
(as defined below), the Depositary Shares and the receipts representing
Depositary Shares ("Depositary Receipts"). The following summaries do not
purport to be complete and are subject to, and are qualified in their entirety
by reference to, all the provisions of the Deposit Agreements, the Depositary
Shares and the Depositary Receipts, each of which will be filed as an exhibit
to or incorporated by reference in the Registration Statement of which this
prospectus forms a part.
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We may issue Depositary Receipts evidencing the Depositary Shares. Each
Depositary Share will represent a fraction of a share of Preferred Stock.
Shares of Preferred Stock of each class or series represented by Depositary
Shares will be deposited under a separate Deposit Agreement (the "Deposit
Agreement") among us, the depositary (the "Preferred Stock Depositary") and the
holders of the Depositary Receipts. Subject to the terms of the Deposit
Agreement, each owner of a Depositary Receipt will be entitled, in proportion
to the fraction of a share of Preferred Stock represented by the Depositary
Shares evidenced by the Depositary Receipt, to all the rights and preferences
of the Preferred Stock represented by such Depositary Shares. Those rights
include any dividend, voting, conversion, redemption and liquidation rights.
Immediately following the issuance and delivery of the Preferred Stock to the
Preferred Stock Depositary, we will cause the Preferred Stock Depositary to
issue the Depositary Receipts on our behalf.
If Depositary Shares are offered, the applicable prospectus supplement
will describe the terms of such Depositary Shares, the Deposit Agreement and,
if applicable, the Depositary Receipts, including the following, where
applicable:
. the payment of dividends or other cash distributions to the holders
of Depositary Receipts when such dividends or other cash
distributions are made with respect to the Preferred Stock;
. the voting by a holder of Depositary Shares of the Preferred Stock
underlying such Depositary Shares at any meeting called for such
purpose;
. if applicable, the redemption of Depositary Shares upon a redemption
by us of shares of Preferred Stock held by the Preferred Stock
Depositary;
. if applicable, the exchange of Depositary Shares upon an exchange by
us of shares of Preferred Stock held by the Preferred Stock
Depositary for Debt Securities or common stock;
. if applicable, the conversion of the shares of Preferred Stock
underlying the Depositary Shares into shares of our common stock,
other shares of our Preferred Stock or our Debt Securities;
. the terms upon which the Deposit Agreement may be amended and
terminated;
. a summary of the fees to be paid by us to the Preferred Stock
Depositary;
. the terms upon which a Preferred Stock Depositary may resign or be
removed by us; and
. any other terms of the Depositary Shares, the Deposit Agreement and
the Depositary Receipts.
If a holder of Depositary Receipts surrenders the Depositary Receipts at
the corporate trust office of the Preferred Stock Depositary (unless the
related Depositary Shares have previously been called for redemption, converted
or exchanged into other securities of Teligent), the holder will be entitled to
receive at this office the number of shares of Preferred Stock and any money or
other property represented by such Depositary Shares. Holders of Depositary
Receipts will be entitled to receive whole and, to the extent provided by the
applicable prospectus supplement, fractional shares of the Preferred Stock on
the basis of the proportion of Preferred Stock represented by each Depositary
Share as specified in the applicable prospectus supplement. Holders of shares
of Preferred Stock received in exchange for Depositary Shares will no longer be
entitled to receive Depositary Shares in exchange for shares of Preferred
Stock. If the holder delivers Depositary Receipts evidencing a number of
Depositary Shares that is more than the number of Depositary Shares
representing the number of shares of Preferred Stock to be withdrawn, the
Preferred Stock Depositary will issue the holder a new Depositary Receipt
evidencing such excess number of Depositary Shares at the same time.
Prospective purchasers of Depositary Shares should be aware that special
tax, accounting and other considerations may be applicable to instruments such
as Depositary Shares.
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MANAGEMENT
Directors and Officers
Set forth below is certain information regarding the directors, executive
officers and certain other officers of Teligent:
Name Age Position and Offices
---- --- --------------------
Executive Officers
Alex J. Mandl.................... 55 Chairman of the Board and Chief Executive Officer
Kirby G. Pickle, Jr. ............ 42 President and Chief Operating Officer
Laurence E. Harris............... 63 Senior Vice President, General Counsel and
Assistant Secretary
Abraham L. Morris................ 40 Senior Vice President, Chief Financial Officer and
Treasurer
Steven F. Bell................... 49 Senior Vice President for Human Resources
Other Officers
Richard J. Hanna................. 43 Senior Vice President for Sales and Marketing
Keith W. Kaczmarek............... 43 Senior Vice President for Engineering and
Operations
Philip C. McKinney............... 38 Vice President and Chief Information Officer
Robert H. Schwartz............... 33 Vice President for Corporate Development and
Strategy
Cindy L. Tallent................. 41 Vice President and Controller
David S. Turetsky................ 42 Vice President for Law and Regulatory Affairs
Scott G. Bruce................... 37 Secretary
Other Directors
Myles P. Berkman................. 62 Director
David J. Berkman................. 37 Director
William H. Berkman............... 34 Director
Donald H. Jones.................. 61 Director
Tetsuro Mikami................... 47 Director
Rajendra Singh................... 44 Director
Alex J. Mandl has been Chairman and Chief Executive Officer of Teligent
since September 1996. Prior to joining Teligent, Mr. Mandl served as President
and Chief Operating Officer of AT&T and Executive Vice President of AT&T and
CEO of AT&T's Communications Services Group (1993-1995). As President and Chief
Operating Officer, Mr. Mandl oversaw AT&T's operations including its long-
distance, wireless and local communications services, in addition to its credit
card and Internet businesses. As Chief Financial Officer of AT&T from 1991 to
1993, Mr. Mandl directed AT&T's financial strategy, policy and operations, and
managed the acquisition of McCaw Cellular Communications, Inc. Earlier, Mr.
Mandl served as Chairman and CEO of Sea-Land Services, Inc., an ocean
transportation and distribution services company. Mr. Mandl serves on the
boards of the Warner-Lambert Company, Dell Computer Corporation, Forstmann
Little & Co. and General Instrument Corp.
Kirby G. Pickle, Jr., has served as President and Chief Operating Officer
since February 1997. Prior to that, Mr. Pickle served as Executive Vice
President of MFS Communications Company, Inc. and President and Chief Operating
Officer of one of its subsidiaries, UUNET Technologies, Inc. Earlier, as
President and COO of MFS Intelenet, Inc., Mr. Pickle managed three businesses
that generated a majority of MFS' revenues. Prior to his service for MFS, Mr.
Pickle was a Vice President at US Sprint (now known as Sprint), a regional
sales manager for MCI Communications Corporation, Inc. and held various
management positions at AT&T.
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Laurence E. Harris has been Senior Vice President and General Counsel
since December 1996. Prior to joining the Company, Mr. Harris served as Senior
Vice President of Law and Public Policy for MCI Communications Corporation.
Earlier, Mr. Harris was President and Chief Operating Officer of Metromedia
Telecommunications, Inc. and CRICO Communications, a privately-held paging
company. Mr. Harris also served as chief of the FCC's Mass Media Bureau where
he was responsible for regulation and policy for cable, television and radio
broadcasting. Mr. Harris was also responsible for regulatory and antitrust
activities at MCI before serving at the FCC.
Abraham L. Morris joined Teligent in April 1997 as Senior Vice President,
Chief Financial Officer and Treasurer. Prior to that, he served as Senior Vice
President for Operations Support at MFS Communications Company, Inc., where Mr.
Morris was involved in business development, revenue assurance and co-
carrier/local service activities. Earlier, Mr. Morris was Vice President and
Chief Transition Officer for MFS Intelenet, Inc., and previously was Treasurer
of MFS. Mr. Morris was involved in MFS' capital raising activities, including
its initial public offering. Before joining MFS, Mr. Morris served as General
Manager, Mergers and Acquisitions at Peter Kiewit Sons', Inc., a diversified
industrial services company.
Steven F. Bell joined Teligent as its Senior Vice President for Human
Resources in April 1997. Prior to joining Teligent, Mr. Bell served as Vice
President for Human Resources and Organization Development at COMSAT
Corporation where he was responsible for executive and staff recruitment and
development at the 4,000-employee satellite communications company. Earlier,
Mr. Bell was Vice President, Human Resources for the worldwide technologies
division of American Express Corporation.
Richard J. Hanna joined Teligent in April 1997 as Senior Vice President
for Sales and Marketing. Prior to joining Teligent, Mr. Hanna served as
President and Chief Executive Officer of MFS Intelenet, Inc. Prior to that, he
served as Vice President of Sales and Marketing for AT&T where he was
responsible for developing its commercial sales channel. Mr. Hanna also served
in senior sales and marketing positions at MCI Communications Corporation and
Sprint.
Keith W. Kaczmarek joined Teligent in May 1997 as Senior Vice President
of Engineering and Operations. Prior to joining Teligent, he served as Vice
President of Engineering and Operations for AirTouch/PCS PrimeCo, where he
managed the development and installation of PCS deployment of CDMA wireless
technology. Between 1993 and 1995, as Vice President of Technology Development
and Product Development for Nextel Communications, Mr. Kaczmarek managed
technology development for the company's digital mobile wireless networks. He
has also held senior positions at AirTouch Communications, GTE Corp. and GTE
Mobilnet, Inc.
Philip C. McKinney, Teligent's Vice President and Chief Information
Officer, joined Teligent in March 1997 as Vice President for Information
Technology. Prior to joining the Company, Mr. McKinney was Director of
Consulting Services for Computer Sciences Corporation where he oversaw client
engagements for start-up and established providers in the communication
industry. Earlier, Mr. McKinney was Director of Operations where he managed
customer care, billing and information technology outsourcing services to
telecommunication clients in North America.
Robert H. Schwartz joined Teligent upon inception in March 1996 as Vice
President of Corporate Development and Strategy. Previously, Mr. Schwartz
served as Director of Corporate Development for Nextel where he was involved in
strategic planning, mergers and acquisitions and various investment
transactions including public fundraising activities. Prior to that, Mr.
Schwartz performed consulting work in the communications industry including
satellite, cable television, and wireless telecommunications companies.
Cindy L. Tallent joined Teligent in September 1997 as Vice President and
Controller. Prior to joining the Company, Ms. Tallent was Senior Vice
President, Finance for Global TeleSystems Group, Inc. There she was involved in
establishing and managing international joint ventures, securing financing and
implementing
25
systems and controls. Ms. Tallent also held various finance positions at GTE
where she was employed for ten years and was Vice President and Chief Financial
Officer for GTE Spacenet when she left in 1995. Prior to GTE, Ms. Tallent was a
senior accountant with Price Waterhouse LLP.
David S. Turetsky joined Teligent in May 1997 as Vice President for Law
and Regulatory Affairs. He served in the Antitrust Division of the U.S.
Department of Justice as Deputy Assistant Attorney General for Civil and
Regulatory Affairs and originally as senior counsel to the Assistant Attorney
General. He assisted in developing the Clinton Administration's
telecommunications policy, including the Telecommunications Act of 1996, and
was responsible for the Division's telecommunications work. While at the U.S.
Department of Justice, he represented the United States in international
telecommunications and antitrust matters and assisted in overseeing a
telecommunications services accord through the World Trade Organization.
Earlier, he was a partner in the law offices of LeBoeuf, Lamb, Leiby & MacRae.
Scott G. Bruce has been Secretary of the Company since its inception in
March 1996. Mr. Bruce is also Vice President, General Counsel and Secretary of
Associated and served as the Company's General Counsel until December 1996. Mr.
Bruce has experience in the fields of corporate mergers and acquisitions and
securities law. Between 1987 and 1992, he was a corporate attorney at Wolf,
Block, Schorr and Solis-Cohen in Philadelphia. Earlier, he worked in the New
York office of Touche Ross & Co., the predecessor to Deloitte & Touche LLP.
Myles P. Berkman has been a director of Teligent since its inception in
March 1996. Mr. Berkman is Chairman, Chief Executive Officer, President and
Treasurer of The Associated Group, Inc. ("Associated"), positions he has held
since 1994 with the exception of Chairman which he has held since November
1995. In addition to beneficially owning 48.3% of Teligent's Class B common
stock, Associated is engaged in the ownership and operation of various
communications related businesses, including a provider of wireless location
services, international wireless telephony, radio broadcasting and a portfolio
of marketable equity securities. From 1979 to 1994, Mr. Berkman was President,
Chief Operating Officer and Treasurer of Associated Communications Corporation
("ACC"), the parent corporation of Associated prior to 1995, which also was a
publicly traded company. Mr. Berkman developed ACC into one of the largest
independent U.S. cellular operators at the time of its sale to SBC
Communications Inc. in 1994. Mr. Berkman is the father of William H. Berkman
and David J. Berkman, each of whom is also a director of Teligent.
David J. Berkman has been a director of Teligent since its inception in
March 1996. Since 1994, Mr. Berkman has served as Executive Vice President and
a director of Associated. In addition, Mr. Berkman serves as Chairman and Chief
Executive Officer of TruePosition, Inc., a wholly owned subsidiary of
Associated. From 1993 to 1994, Mr. Berkman was Executive Vice President and a
member of the Board of Directors of ACC. Mr. Berkman serves as director and
Vice Chairman of Grupo Portatel, S.A. de C.V., a company operating cellular
systems in Mexico in which Associated has a significant interest. Mr. Berkman
is also a director of Entercom Communications Corp., a public company, which is
the sixth largest radio broadcasting company in the U.S., and V-SPAN, Inc., a
private company that specializes in teleconferencing services. David J. Berkman
is the son of Myles P. Berkman and the brother of William H. Berkman, each of
whom is also a director of Teligent.
William H. Berkman has been a director of Teligent since its inception in
March 1996. Mr. Berkman is currently President of Microwave Services, Inc., a
wholly owned subsidiary of Associated. Since June 5, 1997, Mr. Berkman has
served as an Assistant Secretary of Associated. Before joining Associated, Mr.
Berkman held several executive positions at The News Corporation, Ltd. Mr.
Berkman also serves as a director of CMG Information Services Inc., a public
company that provides Internet solutions through its operating companies and
strategic venture investments. William H. Berkman is the son of Myles P.
Berkman and the brother of David J. Berkman, each of whom is also a director of
Teligent.
26
Donald H. Jones has been a director of Teligent since November 1997. He
has served as a director of Associated since 1994. Prior to 1994, Mr. Jones
served as a director of ACC beginning in 1986, as well as a consultant to ACC
beginning in 1982. Mr. Jones is Chairman of Triangle Capital Corporation, a
firm engaged in the development of new business enterprises and investment
activities. Until April 1997, Mr. Jones was Vice Chairman of Nets Inc.,
formerly Industry.Net Corporation, a company that was engaged in internet
commerce, and from 1992 to June 1996, was its Chairman. Mr. Jones is a director
of Respironics Inc., a corporation engaged in the development, manufacturing
and marketing of medical equipment, and PNC Equity Management Corporation, a
corporation engaged in the investment in growth companies. Mr. Jones also
serves as an adjunct professor of entrepreneurship at the Carnegie Mellon
Graduate School of Business.
Tetsuro Mikami has been a director of Teligent since November 1997. Since
January 1999, Mr. Mikami has served as Director, Overseas Carrier Business
Group, Global Business Division of Nippon Telegraph and Telephone Corporation
("NTT"). From April 1993 to December 1998, Mr. Mikami served as General
Manager, Business Solutions Group, Long Distance, of NTT. Mr. Mikami has been
with NTT for over twenty years and has served in various senior management
roles. He currently resides in Tokyo, Japan.
Dr. Rajendra Singh has been a director of Teligent since its inception in
March 1996. Since December 1993, Dr. Singh has served as Chairman of the Board
and Chief Executive Officer of Telcom Ventures, L.L.C. ("Telcom Ventures"). Dr.
Singh also served as President of Telcom Ventures, through September 1997. Dr.
Singh also serves as President and Treasurer of Digital Services Corporation,
an affiliate of Telcom Ventures. Dr. Singh founded Telcom Ventures in 1993 and,
together with his family, is one of the principal owners of that company. From
October 1998 to June 1999, Dr. Singh served as Chairman of the Board and acting
Chief Executive Officer of LCC International, Inc., a worldwide provider of
wireless engineering and design services and related products which he co-
founded in 1983 and which is an affiliate of Telcom Ventures. Dr. Singh
continues to serve on the Board of Directors of LCC International, Inc. The
Singh family and The Carlyle Group are the principal owners of Telcom Ventures.
Dr. Singh has created widely-used standards of system design and methodology in
the cellular industry.
On April 22, 1999, Lucent Technologies announced that it had agreed to
sell its U.S. business communications systems sales group that serves small and
medium-sized businesses to a newly-formed company which will be led by Susan
Mandl. Susan Mandl is the wife of Alex Mandl, the CEO of Teligent. Susan Mandl
was formerly president and CEO of Newcourt Communications Finance and will be
Chairman and CEO and the principal stockholder of the new company. It has been
announced that the new company intends to provide communication equipment,
supplies and a full range of other communications services, including, as an
agent, services comparable to those offered by Teligent, to the small and
medium-sized business market. Teligent has, from time to time, explored
business relationships with other companies which offer equipment and supplies
similar to those offered by the new company. In this regard, Teligent is
exploring a business relationship with the new company. Alex Mandl will have no
equity interest in the new company, but he will be jointly liable with Susan
Mandl for the borrowings which will be used to finance the purchase of a
portion of Susan Mandl's equity in the new company.
27
SELLING STOCKHOLDER
The following table sets forth, as of April 23, 1999, certain information
regarding the share ownership of the selling stockholder. The registration of
the selling stockholder's common stock does not necessarily mean that the
selling stockholder will offer or sell any of the shares.
Common Stock (1)
------------------------------------------------
Shares Shares
Beneficially Beneficially
Owned Shares Owned
Prior to Percent Offered If All
Name of Selling This Of for Shares
Stockholder(2) Offering Ownership Sale Are Sold
--------------- ------------ --------- --------- ------------
Telcom Ventures, L.L.C.(3).. 17,206,210 32.6%(4) 2,000,000(5) 15,206,210
200 N. Union Street, Suite
300
Alexandria, VA 22201
(1) Unless otherwise indicated, the selling stockholder listed above has
represented that it possesses sole voting and sole investment power with
respect to the shares beneficially owned by such entity includes all
options, warrants and convertible securities currently exercisable or
exercisable within 60 days of April 23, 1999. The percentages of
beneficial ownership as to such entity assumes the exercise or conversion
of all options, warrants and convertible securities held by such entity.
(2) The names of additional selling stockholders may be provided subsequent
hereto.
(3) Dr. Rajendra Singh, Chairman of the Board and Chief Executive Officer of
Telcom Ventures, L.L.C., is a member of the board of directors of
Teligent. Teligent is or was a party to numerous agreements with Telcom
Ventures, L.L.C. All shares are held of record by Telcom-DTS Investors,
L.L.C., an affiliate of Telcom Ventures L.L.C.
(4) Reflects ownership as percentage of Class A common stock and Class B
common stock issued and outstanding.
(5) Assumes conversion of the Series B-2 common stock beneficially owned by
Telcom Ventures, L.L.C. and offered for sale into shares of Class A common
stock.
In November 1998, Telcom filed, pursuant to its registration rights
agreement with Teligent, a "demand" registration request with respect to
8,603,000 of its Teligent shares of common stock. On June 8, 1999, Telcom
withdrew its "demand" registration. The shares of common stock being registered
by Telcom hereby are being registered pursuant to Telcom's "piggyback"
registration rights under its registration rights agreement.
PLAN OF DISTRIBUTION
Teligent and the selling stockholder may sell the securities in any of
three ways, or in any combination thereof, as follows:
. through underwriters or dealers;
. directly to a limited number of purchasers or to a single purchaser;
or
. through agents.
28
A prospectus supplement will set forth the terms of the offering of the
securities offered thereby, including:
. the name or names of any underwriters and the respective amounts of
such securities underwritten or purchased by each of them;
. the initial public offering price of such securities and the proceeds
to Teligent or the selling stockholder, if any, and any discounts,
commissions or concessions allowed or paid to dealers;
. any securities exchanges on which such securities may be listed; and
. the number of shares of Class A common stock to be sold by the
selling stockholder, if any.
Only underwriters named in such prospectus supplement are deemed to be
underwriters in connection with the securities offered thereby.
If underwriters are used in the sale of any securities, such securities
will be acquired by the underwriters for their own account and may be resold
from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. Such securities may be either offered to the public
through underwriting syndicates represented by managing underwriters, or
directly by underwriters. Unless otherwise set forth in the applicable
prospectus supplement, the obligations of the underwriters to purchase such
securities will be subject to certain conditions precedent and the underwriters
will be obligated to purchase all of such securities if any are purchased. Any
initial public offering price and any discounts or concessions allowed or paid
to dealers may be changed from time to time.
The securities may be sold directly by us or the selling stockholder or
through agents designated by us or the selling stockholder from time to time.
Any agent involved in the offer or sale of the securities in respect of which a
prospectus supplement is delivered will be named, and any commissions payable
by us or the selling stockholder to such agent will be set forth, in the
prospectus supplement. Unless otherwise indicated in the prospectus supplement,
any such agent will be acting on a best efforts basis for the period of its
appointment.
If so indicated in the applicable prospectus supplement, we or the
selling stockholder will authorize underwriters, dealers or agents to solicit
offers by institutional investors to purchase the securities from us and the
selling stockholder at the public offering price set forth in the prospectus
supplement pursuant to delayed delivery contracts providing for payment and
delivery on a specified date in the future. There may be limitations on the
minimum amount which may be purchased by any such institutional investor or on
the portion of the aggregate principal amount of the particular securities
which may be sold pursuant to such arrangements. Institutional investors to
which such offers may be made, when authorized, include commercial and savings
banks, insurance companies, pension funds, investment companies, educational
and charitable institutions, and such other institutions as may be approved by
us and the selling stockholder, if applicable. The obligations of any such
purchasers pursuant to such delayed delivery and payment arrangements will be
subject only to those conditions set forth in the prospectus supplement, and
the prospectus supplement will set forth the commission payable for
solicitation of such contracts. Underwriters will not have any responsibility
in respect of the validity of such arrangements or the performance of Teligent,
the selling stockholder or such institutional investors thereunder.
Securities offered other than Class A common stock may be a new issue of
securities with no established trading market. Any underwriters to whom such
securities are sold by us for public offering and sale may make a market in
such securities, but such underwriters will not be obligated to do so and may
discontinue any market making at any time without notice. No assurance can be
given as to the liquidity of or the trading markets for any such securities.
29
Stockholders may sell their shares through various arrangements involving
mandatorily exchangeable securities, and this prospectus may be delivered in
conjunction with such sales.
We will not receive any proceeds from the sale of shares of Class A
common stock by the selling stockholder. We will, however, bear certain
expenses in connection with the registration of the securities being offered
under this prospectus by the selling stockholder, including all costs incident
to the offering and sale of the securities to the public other than any
commissions and discounts of underwriters, dealers or agents and any transfer
taxes.
Agents and underwriters may be entitled under agreements entered into
with us or the selling stockholder to indemnification by us and, if applicable,
the selling stockholder against certain civil liabilities, including
liabilities under the Securities Act of 1933, or to contribution with respect
to payments which the agents or underwriters may be required to make in respect
thereof. We will also indemnify the selling stockholder, if any, against such
liabilities and agree to make such contributions on behalf of the selling
stockholder. Agents and underwriters may be customers of, engage in
transactions with, or perform services for us or the selling stockholder in the
ordinary course of business.
LEGAL MATTERS
The validity of the securities in respect of which this prospectus is
being delivered will be passed on for us and the selling stockholder by our
counsel, Cravath, Swaine & Moore, New York, New York.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements included in our Annual Report on Form 10-K for the year
ended December 31, 1998, as set forth in their report, which is incorporated by
reference in this prospectus. Our financial statements are incorporated by
reference in reliance on Ernst & Young LLP's report, given on their authority
as experts in accounting and auditing.
30
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5,000,000 Shares
[LOGO] Teligent/TM/
Class A Common Stock
--------------------------------
PROSPECTUS SUPPLEMENT
--------------------------------
Merrill Lynch & Co.
Goldman, Sachs & Co.
Salomon Smith Barney
Credit Suisse First Boston
Chase H&Q
Deutsche Banc Alex. Brown
Lehman Brothers
April 3, 2000
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