As filed with the Securities and Exchange Commission on July 19, 1999
Registration No. 333-80469
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
TELIGENT, INC.
(Exact name of registrant as specified in its charter)
Delaware 54-18665620
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
8065 LEESBURG PIKE
SUITE 400
VIENNA, VIRGINIA 22182
703.762.5100
(Name, address, including zip code, and telephone
number, including area code, of registrant's
principal executive offices)
---------------------
LAURENCE E. HARRIS, ESQ.
TELIGENT, INC.
SUITE 400
8065 LEESBURG PIKE
VIENNA, VIRGINIA 22182
703.762.5100
(Name, address, including zip code,
and telephone number, including area
code, of agent for service)
--------------------
WITH COPIES OF NOTICES TO:
PHILIP J. BOECKMAN, ESQ.
CRAVATH, SWAINE & MOORE
WORLDWIDE PLAZA
825 EIGHTH AVENUE
NEW YORK, NEW YORK 10019
212.474.1000
---------------------
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. | |
If any of the securities being registered on this Form are being
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. | |
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. | |
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |X|
---------------------------
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until this Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
SUBJECT TO COMPLETION, DATED JULY 19, 1999
PROSPECTUS
[GRAPHIC OMITTED]
$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 , 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.
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......................................................... 8
DESCRIPTION OF CAPITAL STOCK............................................ 8
DESCRIPTION OF DEBT SECURITIES.......................................... 14
DESCRIPTION OF DEPOSITARY SHARES........................................ 25
MANAGEMENT............................................................... 26
SELLING STOCKHOLDER...................................................... 31
PLAN OF DISTRIBUTION.................................................... 32
LEGAL MATTERS........................................................... 33
EXPERTS................................................................. 34
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.
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:
o our pace of entry into new markets;
o the time and expense required for building our planned network,
and our ability to secure building access;
o our ability to acquire customers in our market areas;
o our ability to raise additional capital when needed on a timely
basis and on acceptable terms;
o our ability to integrate and maintain internal management,
technical information and accounting systems;
o the impact of changes in telecommunication laws and regulations;
o our success in gaining regulatory approval for our products and
services, when required;
o our ability to successfully interconnect with the incumbent
carriers;
o the timely supply of necessary fully functional equipment;
o the intensity of competition;
o the consummation of the acquisition of The Associated Group, Inc.
by Liberty Media Corporation;
o our ability to hire and retain personnel;
o our timely completion of our year 2000 compliance program; and
o 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.
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 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.
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.
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 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, 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:
o the number of shares and designation or title of the shares;
o any liquidation preference per share;
o any date of maturity;
o any redemption, repayment or sinking fund provisions;
o any dividend rate or rates and the dates of payment (or the
method for determining the dividend rates or dates of payment);
o any voting rights;
o 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;
o 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;
o 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;
o the place or places where dividends and other payments on the
preferred stock will be payable;
o any conditions or restrictions on the creation of indebtedness by
us or upon the issuance of any additional stock; and
o 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.
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 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.
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:
o the designation, aggregate principal amount and authorized
denominations;
o the maturity date;
o the interest rate, if any, and the method for calculating the
interest rate;
o the interest payment dates and the record dates for the interest
payments;
o any mandatory or optional redemption terms or prepayment,
conversion, sinking fund or exchangeability or convertibility
provisions;
o the places where the principal and interest will be payable;
o if other than denominations of $1,000 or multiples of $1,000,
the denominations the Debt Securities will be issued in;
o whether the Debt Securities will be issued in the form of Global
Securities (as defined below) or certificates;
o additional provisions, if any, relating to the defeasance and
covenant defeasance of the Debt Securities;
o 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;
o 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";
o any applicable material federal tax consequences;
o the dates on which premium, if any, will be payable;
o our right, if any, to defer payment of interest and the maximum
length of such deferral period;
o any listing on a securities exchange;
o if convertible into Class A common stock or preferred stock,
the terms on which such Debt Securities are convertible;
o 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;
o 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;
o the initial public offering price; and
o 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:
o pay the principal, interest and any premium on the Debt
Securities when due;
o maintain a place of payment;
o deliver a report to the Trustee at the end of each fiscal year
reviewing our obligations under the Indentures; and
o 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.
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:
o 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;
o 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;
o 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
o 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:
o 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,
o 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
o 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.
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:
o 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;
o 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;
o default in deposit of any sinking fund payment when due with
respect to any Debt Security of such series;
o 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;
o certain events of bankruptcy, insolvency or reorganization of
us; or
o 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 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:
o to cure ambiguities, defects or inconsistencies;
o 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;
o 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;
o to add or change any provisions of such Indenture to facilitate
the issuance of Bearer Securities;
o to establish the form or terms of Debt Securities of any series
and any related coupons;
o to add guarantors with respect to the Debt Securities of such
series;
o to secure the Debt Securities of such series;
o to maintain the qualification of the Indenture under the Trust
Indenture Act; or
o 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:
o 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;
o 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
o change the currency in which any Debt Securities or any premium
or the accrued interest thereon is payable;
o 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;
o impair the right to institute suit for the enforcement of any
payment on or with respect to the Debt Securities;
o waive a default in payment with respect to the Debt Securities or
any guarantee;
o Reduce the rate or extend the time for payment of interest on the
Debt Securities;
o adversely affect the ranking of the Debt Securities of any series;
o release any guarantor from any of its obligations under its
guarantee or the Indenture, except in compliance with the terms
of the Indenture; or
o 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:
o to defease and be discharged from, subject to some limitations, all of our
obligations with respect to those Debt Securities; or
o 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.
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:
o will not recognize income, gain or loss for U.S. federal income tax
purposes as a result of the defeasance or covenant defeasance; and
o 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.
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:
o 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;
o the voting by a holder of Depositary Shares of the Preferred
Stock underlying such Depositary Shares at any meeting called
for such purpose;
o if applicable, the redemption of Depositary Shares upon a
redemption by us of shares of Preferred Stock held by the
Preferred Stock Depositary;
o 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;
o 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;
o the terms upon which the Deposit Agreement may be amended and
terminated;
o a summary of the fees to be paid by us to the Preferred Stock
Depositary;
o the terms upon which a Preferred Stock Depositary may resign or
be removed by us; and
o 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.
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 SeaLand 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.
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 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.
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.
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 Percent Shares Owned If
Name of Selling Prior to This Of Offered All Shares
Stockholder(2) Offering Ownership for 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:
o through underwriters or dealers;
o directly to a limited number of purchasers or to a single
purchaser; or
o through agents.
A prospectus supplement will set forth the terms of the offering of
the securities offered thereby, including:
o the name or names of any underwriters and the respective amounts
of such securities underwritten or purchased by each of them;
o 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;
o any securities exchanges on which such securities may be listed;
and
o 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.
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.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the costs and expenses payable by
Teligent in connection with sale of the securities being registered hereby.
All amounts are estimates, except the registration fee.
Item Amount
---- ------
Registration Fee $308,545
Rating Agency Fees* 150,000
Trustees Fees and Expenses* 25,000
Printing* 400,000
Legal Fees and Expenses* 750,000
Accounting Fees and Expenses* 150,000
Miscellaneous Expenses* 110,000
-------------------
$ 1,893,545
==================
Total
*Estimated
Item 15. Indemnification of Directors and Officers
Section 102 of the Delaware General Corporation Law ("DGCL"), as
amended, allows a corporation to eliminate the personal liability of
directors of a corporation to the corporation or its stockholders for
monetary damages for a breach of fiduciary duty as a director, except where
the director breached his duty of loyalty, failed to act in good faith,
engaged in intentional misconduct or knowingly violated a law, authorized
the payment of a dividend or approved a stock repurchase in violation of
Delaware corporate law or obtained an improper personal benefit. Section
145 of the DGCL, as amended, provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in
the right of the corporation), by reason of the fact that he is or was a
director, officer, employee or agent of the corporation or is or was
serving at its request in such capacity in another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Certificate of Incorporation
Article Eighth of Teligent's certificate of incorporation provides
that Teligent will indemnify its directors and officers to the fullest
extent authorized or permitted by law, as now or hereafter in effect, and
such right to indemnification will continue as to a person who has ceased
to be a director
or officer of Teligent and will inure to the benefit of his or her heirs,
executors and personal and legal representatives; provided, that except for
proceedings to enforce rights to indemnification, Teligent will not be
obligated to indemnify any director or officer (or his or her heirs,
executors or personal or legal representatives) in connection with a
proceeding (or part thereof) initiated by such person unless such
proceeding (or part thereof) was authorized or consented to by the Board of
Directors. The right to indemnification conferred by Article Eighth
includes the right to be paid by Teligent the expenses as incurred in
defending or otherwise participating in any proceeding in advance of its
final disposition. The rights to indemnification and to the advance of
expenses conferred in Article Eighth are not exclusive of any other right
which any person may have or hereafter acquire under the certificate of
incorporation, the by-laws of Teligent, any statute, agreement, vote of
stockholders or disinterested directors or otherwise.
By-laws
Section 1 of Article VIII of the By-laws provides that, subject to
Section 3 of Article VIII, Teligent will indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
Teligent) by reason of the fact that such person is or was a director or
officer of Teligent, or is or was a director or officer of Teligent serving
at the request of Teligent as a director or officer, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding
if such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of Teligent, and,
with respect to any criminal action or proceeding, had no reasonable cause
to believe such person's conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, will not, of itself,
create a presumption that the person did not act in good faith and in a
manner which such person reasonably believed to be in or not opposed to the
best interests of Teligent, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that such person's conduct was
unlawful.
Section 2 of Article VIII of the By-laws provides that, subject to
Section 3 of Article VIII, Teligent will indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of Teligent to procure a
judgment in its favor by reason of the fact that such person is or was a
director or officer of Teligent, or is or was a director or officer of
Teligent serving at the request of Teligent as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, against expenses
(including attorneys' fees) actually and reasonably incurred by such person
in connection with the defense or settlement of such action or suit if such
person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of Teligent; except that no
indemnification shall be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable to Teligent
unless and only to the extent that the Court of Chancery or the court in
which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
Section 3 of Article VIII of the By-laws provides that any
indemnification under Article VIII (unless ordered by a court) will be made
by Teligent only as authorized in the specific case upon a determination
that indemnification of the director or officer is proper in the
circumstances because such person has met the applicable standard of
conduct set forth in Section 1 or Section 2 of Article VIII, as the case
may be. Such determination shall be made (i) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even
though less than a quorum, or (ii) if there are no such directors, or if
such directors so direct, by independent legal counsel in a written opinion
or (iii) by the stockholders. To the extent, however, that a director or
officer of Teligent has been successful on the merits or otherwise in
defense of any action, suit or proceeding described above, or in defense of
any claim, issue or matter therein, such person will be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection therewith, without the necessity of authorization
in the specific case.
Section 5 of Article VIII of the By-laws provides that,
notwithstanding any contrary determination in the specific case under
Section 3 of Article VIII, and notwithstanding the absence of any
determination thereunder, any director or officer may apply to the Court of
Chancery in the State of Delaware for indemnification to the extent
otherwise permissible under Sections 1 and 2 of Article VIII. The basis of
such indemnification by a court will be a determination by such court that
indemnification of the director or officer is proper in the circumstances
because such person has met the applicable standards of conduct set forth
in Section 1 or 2 of Article VIII, as the case may be. Neither a contrary
determination in the specific case under Section 3 of Article VIII nor the
absence of any determination thereunder will be a defense to such
application or create a presumption that the director or officer seeking
indemnification has not met any applicable standard of conduct. Notice of
any application for indemnification pursuant to Section 5 shall be given to
Teligent promptly upon the filing of such application. If successful, in
whole or in part, the director or officer seeking indemnification will also
be entitled to be paid the expense of prosecuting such application.
Section 7 of Article VIII of the By-laws provides that the
indemnification and advancement of expenses provided by or granted pursuant
to Article VIII will not be deemed exclusive of any other rights to which
those seeking indemnification or advancement of expenses may be entitled
under the certificate of incorporation, any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in
such person's official capacity and as to action in another capacity while
holding such office, it being the policy of Teligent that indemnification
of the persons specified in Sections 1 and 2 of Article VIII shall be made
to the fullest extent permitted by law. The provisions of Article VIII are
not deemed to preclude the indemnification of any person who is not
specified in Section 1 or 2 of Article VIII but whom Teligent has the power
or obligation to indemnify under the provisions of the DGCL, or otherwise.
Section 8 of Article VIII of the By-laws provides that Teligent may
purchase and maintain insurance on behalf of any person who is or was a
director or officer of Teligent, or is or was a director or officer of
Teligent serving at the request of Teligent as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, against any liability
asserted against such person and incurred by such person in any such
capacity, or arising out of such person's status as such, whether or not
Teligent would have the power or the obligation to indemnify such person
against such liability under the provisions of Article VIII. Section 11 of
Article VIII of the By-laws provides that notwithstanding anything
contained in Article VIII to the contrary, except for proceedings to
enforce rights to indemnification (which shall be governed by Section 5
thereof), Teligent will not be obligated to indemnify any director or
officer in connection with a proceeding (or part thereof) initiated by such
person unless
such proceeding (or part thereof) was authorized or consented to by the Board
of Directors of Teligent.
In connection with any offering by the selling stockholder pursuant to
this registration statement, the selling stockholder has agreed to
indemnify Teligent, its directors and officers and each such person who
controls Teligent, against any and all liability arising from inaccurate
information provided to Teligent by the selling stockholder and contained
in the prospectus or any applicable supplement.
Insurance
The directors and officers of Teligent are covered by insurance
policies indemnifying against certain liabilities, including certain
liabilities arising under the Securities Act of 1933, as amended, which
might be incurred by them in such capacities and against which they cannot
be indemnified by Teligent.
Item 16. Exhibits
1.1 Form of Debt Securities Underwriting Agreement**
1.2 Form of Preferred Stock Underwriting Agreement**
1.3 Form of Common Stock Underwriting Agreement**
1.4 Form of Depositary Shares Underwriting Agreement**
4.1 Form of Stockholders Agreement, filed as Exhibit 4.1 to the
Registration Statement on Form S-1 (Registration No.
333-37381), dated November 26, 1997, and incorporated herein by
reference.
4.2 Form of Certificate for the Class A Common Stock, filed as
Exhibit 4.5 to the Company's Registration Statement on Form S-1
(Registration No. 333-37381), dated November 26, 1997, and
incorporated herein by reference.
4.3 Form of Indenture relating to Senior Debt Securities to be issued
hereunder
4.4 Form of Indenture relating to Subordinated Debt Securities to be
issued hereunder
4.5 Form of Deposit Agreement**
4.6 Form of Senior Debt Security**
4.7 Form of Subordinated Debt Security**
5.1 Opinion of Cravath, Swaine & Moore as to legality of the securities
being registered
10.1 Form of Indenture between the Registrant, as issuer, and First
Union National Bank, as Trustee, relating to Registrant's
Senior Notes due 2007, including form of Note, filed as Exhibit
4.2 to the Registrant's Registration Statement on Form S-1
(Registration No. 333-37381), dated November 26, 1997, and
incorporated herein by reference.
10.2 Form of Pledge Agreement between Registrant, as issuer, and
First Union National Bank, as Escrow Agent, relating to
Registrant's Senior Notes due 2007, filed as Exhibit 4.3 to the
Company's Registration Statement on Form S-1 (Registration No.
333-37381), dated November 26, 1997, and incorporated herein by
reference.
10.3 Form of Indenture between the Registrant, as issuer, and First
Union National Bank, as Trustee, relating to Registrant's
Senior Discount Notes due 2008, including form of Note, filed
as Exhibit 4.4 to Teligent's Form of Annual Report on Form
10-K, filed on March 31, 1998, and incorporated by reference
herein.
10.4 Agreement, dated September 29, 1997, among Teligent, L.L.C.,
Digital Services Corporation, Telcom-DTS Investors, L.L.C.,
Microwave Services, Inc., The Associated Group, Inc. and
certain other parties.***
12.1 Statement regarding computation of ratios+
12.2 Statement regarding computation of ratios+
23.1 Consent of Cravath, Swaine & Moore (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, Independent Auditors
24 Power of Attorney+
25.1 Statement of Eligibility of Trustee for Senior Debt Securities
25.2 Statement of Eligibility of Trustee for the Subordinated Debt
Securities
** To be incorporated by reference herein in connection with the
offering of each series of securities
*** Incorporated by reference to Registrant's Registration Statement
on Form S-1 (Registration No. 333-37373)
+ previously filed
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of securities registered hereby, a post-effective amendment to this
registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range
may be reflected in the form of prospectus filed with the Securities
and Exchange Commission pursuant to Rule 424(b) under the Securities
Act of 1933 if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that the undertakings set forth in paragraph (i)
and (ii) above do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby understands that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 that is incorporated by reference in
the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
SEC such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes to file an
application for the purpose of determining eligibility of the applicable
Trustee to act under subsection (a) of Section 310 of the Trust Indenture
Act of 1939 ("Act") in accordance with the rules and regulations prescribed
by the Commission under Section 305(b) (2) of the Act.
SIGNATURE PAGE
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Vienna, Commonwealth of Virginia,
on July 19, 1999.
TELIGENT, INC.
By: /s/ Alex J. Mandl
Name: Alex J. Mandl
Title: Chairman of the Board and CEO
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Alex J. Mandl Chairman of the Board, July 19, 1999
- -------------------- CEO and Director
Alex J. Mandl
* Senior Vice President and CFO July 19, 1999
- -------------------- (Principal Financial Officer)
Abraham L. Morris
* Vice President and Controller July 19, 1999
- -------------------- (Principal Accounting Officer)
Cindy L. Tallent
Signature Title Date
* Director July 19, 1999
- --------------------
Myles P. Berkman
* Director July 19, 1999
- --------------------
David J. Berkman
* Director July 19, 1999
- --------------------
William H. Berkman
* Director July 19, 1999
- --------------------
Donald H. Jones
* Director July 19, 1999
- --------------------
Tetsuro Mikami
* Director July 19, 1999
- --------------------
Rajendra Singh
Laurence E. Harris, by signing his name below, signs this document on
behalf of each of the above-named persons specified by an asterisk (*),
pursuant to a power of attorney duly executed by such persons, filed with
the Securities and Exchange Commission in the Registrant's Statement on
June 11, 1999.
/s/ Laurence E. Harris
Laurence E. Harris
Attorney-in-fact
EXHIBIT INDEX
The following Exhibits are filed as part of this Registration
Statement.
1.1 Form of Debt Securities Underwriting Agreement**
1.2 Form of Preferred Stock Underwriting Agreement**
1.3 Form of Common Stock Underwriting Agreement**
1.4 Form of Depositary Shares Underwriting Agreement**
4.1 Form of Stockholders Agreement, filed as Exhibit 4.1 to the
Registration Statement on Form S-1 (Registration No.
333-37381), dated November 26, 1997, and incorporated herein
by reference.
4.2 Form of Certificate for the Class A Common Stock, filed as
Exhibit 4.5 to the Company's Registration Statement on Form
S-1 (Registration No. 333-37381), dated November 26, 1997,
and incorporated herein by reference.
4.3 Form of Indenture relating to Senior Debt Securities to be
issued hereunder
4.4 Form of Indenture relating to Subordinated Debt Securities
to be issued hereunder
4.5 Form of Deposit Agreement**
4.6 Form of Senior Debt Security**
4.7 Form of Subordinated Debt Security**
5.1 Opinion of Cravath, Swaine & Moore as to legality of the
securities being registered
10.1 Form of Indenture between the Registrant, as issuer, and
First Union National Bank, as Trustee, relating to
Registrant's Senior Notes due 2007, including form of
Note, filed as Exhibit 4.2 to the Registrant's
Registration Statement on Form S-1 (Registration No.
333-37381), dated November 26, 1997, and incorporated
herein by reference.
10.2 Form of Pledge Agreement between Registrant, as issuer,
and First Union National Bank, as Escrow Agent, relating
to Registrant's Senior Notes due 2007, filed as Exhibit
4.3 to the Company's Registration Statement on Form S-1
(Registration No. 333-37381), dated November 26, 1997,
and incorporated herein by reference.
10.3 Form of Indenture between the Registrant, as issuer, and
First Union National Bank, as Trustee, relating to
Registrant's Senior Discount Notes due 2008, including
form of Note, filed as Exhibit 4.4 to Teligent's Form of
Annual Report on Form 10-K, filed on March 31, 1998, and
incorporated by reference herein.
10.4 Agreement, dated September 29, 1997, among Teligent,
L.L.C., Digital Services Corporation, Telcom-DTS
Investors, L.L.C., Microwave Services, Inc., The
Associated Group, Inc. and certain other parties.
12.1 Statement regarding computation of ratios+
12.2 Statement regarding computation of ratios+
23.1 Consent of Cravath, Swaine & Moore (included in Exhibit
5.1)
23.2 Consent of Ernst & Young LLP, Independent Auditors
24 Power of Attorney+
25.1 Statement of Eligibility of Trustee for Senior Debt
Securities
25.2 Statement of Eligibility of Trustee for the Subordinated
Debt Securities
** To be incorporated by reference herein in connection
with the offering of each series of securities
*** Incorporated by reference to Registrant's Registration
Statement on Form S-1 (Registration No. 333-37373)
+ previously filed