UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM 10-K/A
Amendment No. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997.
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
Commission File Number 000-23387
TELIGENT, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 54-1866562
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION)
8065 LEESBURG PIKE
VIENNA, VIRGINIA 22182
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)(ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (703) 762-5100
Securities registered pursuant to Section 12(b) of the Act:
11 1/2% Senior Notes due 2007
Securities registered pursuant to Section 12 (g) of the Act:
Common Stock, Class A, par value $.01 per share
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days: Yes [X] No [_].
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the registrant's knowledge, in the definitive
proxy or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K [X].
The aggregate market value of the registrant's voting stock held by non-
affiliates of the registrant was approximately $201 million on March 20,
1998, based on the closing sales price of the registrant's Class A
Common Stock as reported on The Nasdaq Stock Market as of such date.
The number of shares outstanding of each of the registrant's classes
of common stock as of March 20, 1998 was as follows:
Common Stock, Class A 8,163,270
Common Stock, Class B 44,426,299
DOCUMENTS INCORPORATED BY REFERENCE
None
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Executive Officers
- --------------------
Alex J. Mandl 54 Chairman of the Board and Chief Executive
Officer
Kirby G. Pickle, Jr. 41 President and Chief Operating Officer
Laurence E. Harris 62 Senior Vice President, General Counsel
and Assistant Secretary
Abraham L. Morris 39 Senior Vice President, Chief Financial
Officer and Treasurer
Steven F. Bell 48 Senior Vice President for Human Resources
Other Officers
- ----------------
Richard J. Hanna 42 Senior Vice President for Sales and Marketing
Keith W. Kaczmarek 41 Senior Vice President for Engineering and
Operations
David S. Turetsky 41 Vice President for Law and Regulatory Affairs
Cindy L. Tallent 40 Vice President and Controller
Philip C. McKinney 37 Vice President for Information Technology
Robert H. Schwartz 32 Vice President for Corporate Development
and Strategy
Scott G. Bruce 36 Secretary
Other Directors
- ---------------
Myles P. Berkman ** 61 Director
David J. Berkman 36 Director
William H. Berkman 33 Director
Donald H. Jones * 60 Director
Tetsuro Mikami *,** 46 Director
Rajendra Singh *,** 43 Director
* Member of the Company's Audit Committee
** Member of the Company's Compensation Committee
ALEX J. MANDL has been Chairman and Chief Executive Officer since
September 1996. Prior to joining Teligent, Mr. Mandl served as
President and Chief Operating Officer of AT&T. As President and Chief
Operating Officer, Mr. Mandl oversaw AT&T's operations including its
long-distance, wireless and local communications services, in addition
to its credit card and Internet businesses. As Chief Financial Officer
of AT&T from 1991 to 1993, Mr. Mandl directed AT&T's financial strategy,
policy and operations, and managed the acquisition of McCaw Cellular
Communications, Inc. Earlier, Mr. Mandl served as Chairman and CEO of
Sea-Land Services, Inc., an ocean transportation and distribution
services company. Mr. Mandl serves on the boards of the Warner-Lambert
Company, Dell Computer Corporation, Forstmann Little & Co. and NextLevel
Corporation.
-2-
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 previusly 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 assumed the position of 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.
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.
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.
-3-
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.
PHILIP C. MCKINNEY 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.
SCOTT G. BRUCE has been Secretary of the Company since its
inception in March 1996. Mr. Bruce is also 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 the Company since its
inception in March 1996. Mr. Berkman is Chairman, President, Chief
Executive Officer and Treasurer of Associated, positions he has held
since 1994 with the exception of Chairman which has been since november
1995. In addition to owning the largest interest in the Company through
MSI, Associated is engaged in the development of wireless location
services, and has operations and interests in international wireless
telephony, radio broadcasting and cable television. 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 larger 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 the Company.
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. From 1993 to
1994, Mr. Berkman was Executive Vice President and a member of the Board
of Directors of ACC. Prior to 1993 Mr. Berkman was a Vice President of
ACC. He is a member of the Board of Directors of Teletrac, Inc. and a
former member of both the Board of Directors and the Executive Committee
of the Cellular Telephone Industry Association. Mr. Berkman also serves
as director of Grupo Portatel, S.A. de C.V., and is Vice Chairman of
Portatel del Sureste, S.A. de C.V., both of which are engaged in the
ownership and operation of a cellular telephone system in Mexico.
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 the Company.
WILLIAM H. BERKMAN has been a director of Teligent since its
inception in March 1996. Mr. Berkman is currently President of MSI, 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. 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 the
Company.
DONALD H. JONES has been a director of the Company 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 President of DHJ
Enterprises, Inc., a firm engaged in the development of new business
enterprises and investment activities. Until April 1997, Mr. Jones was
Vice Chairman of Net Inc., formerly Industry Net Corporation, a company
that was engaged in electronic database publishing, and from 1992 to
-4-
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 the Company since November
1997. Since 1993, Mr. Mikami has been General Manager, Business
Solutions Group, Long Distance, Nippon Telegraph and Telephone
Corporation. 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. and he also served as President of that company, through
September 1997. Dr. Singh also serves as President and Treasurer of
DSC. Dr. Singh founded Telcom Ventures in 1993 and, together with his
family, is one of the principal owners of that company. He also serves
as Chairman of the Board 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. 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.
Dr. Singh organized and participated in the Cellular Telephone Industry
Association's scientific panel which investigated time dispersion for
Time Division Multiple Access and Frequency Division Multiple Access
wireless technologies.
Directors' Compensation
- -----------------------
Directors do not receive compensation in their capacities as directors.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth the summary of all compensation
earned by the Chief Executive Officer and the four other most highly
compensated executive officers for the fiscal years ended 1997 and 1996
for services to the Company.
Summary Compensation Table
--------------------------
Long Term
Compensation
Annual Compensation Awards
------------------- ------------
Name and Principal Fiscal Securities Underlying All Other
Position Year Salary Bonus Stock Options Compensation
- -------- ----- ------ ----- ------------------- ------------
Alex J. Mandl 1997 $500,000 $500,000 6,009,732 (1) $3,988,270 (2)
Chairman and Chief 1996 165,753 166,666 -- --
Executive Officer
Kirby G. Pickle, Jr. 1997 329,808 250,000 1,011,101 (1) 192,081 (3)
President and Chief 1996 -- -- -- --
Operating Officer
Laurence E. Harris 1997 275,000 150,000 606,661 (1) 4,750 (4)
Senior Vice President, 1996 15,865 250,000 -- --
General Counsel and
Assistant Secretary
Abraham L. Morris 1997 179,808 125,000 606,661 (1) --
Senior Vice President, 1996 -- -- -- --
Chief Financial Officer
and Treasurer
Steven F. Bell 1997 164,423 100,000 404,440 (1) 3,375 (4)
Senior Vice President 1996 -- -- -- --
for Human Resources
-5-
(1) Consists of CARs which were converted on November 21, 1997 to options
to purchase shares of the Company's Class A Common Stock.
(2) Includes $3,983,520 of forgiveness of indebtedness to MSI and DSC
pursuant to Mr. Mandl's Employment Agreement, and $4,750 of
contributions by the Company to the Company's 401(k) Savings Plan.
(3) Includes $187,331 in relocation costs paid to Mr. Pickle, and $4,750
of contributions by the Company to the Company's 401(k) Savings Plan.
(4) Consists of contributions by the Company to the Company's 401(k)
Savings Plan.
Stock Options
- -------------
Upon consummation of the Equity Offering, all outstanding CARs and
Appreciation Units were converted into options (the "Conversion Options") to
purchase a number of shares of Class A Common Stock at respective exercise
prices such that the intrinsic value of the stock options approximated the
The Conversion Options are governed by and subject to the terms of the
Company's 1997 Stock Incentive Plan and have the same vesting schedule,
vesting rights and term as the applicable CAR's or Appreciation Units
which were converted.
The following table sets forth certain stock option information for
each of the named executive officers.
Individual Grants
---------------------------------------------------
% of Total
Number of Options
Securities Granted to Weighted Average
Underlying Employees Exercise
Name Options Granted in Fiscal Year Price ($/share)
- -----------------------------------------------------------------------
Alex J. Mandl 6,009,732 45.65% $12.41
Kirby G. Pickle, Jr 1,011,101 7.68% 6.52
Laurence E. Harris 606,661 4.61% 6.52
Abraham L. Morris 606,661 4.61% 6.52
Steven F. Bell 404,440 3.07% 6.52
Individual Grants
----------------- at assumed Annual Rates of
Expiration Grant Date
Name Date Present Value $
- -------------------------------------------------------
Alex J. Mandl 09/01/06 *
Kirby G. Pickle, Jr 01/20/07 *
Laurence E. Harris 12/09/06 *
Abraham L. Morris 04/10/07 *
Steven F. Bell 04/07/07 *
* The CARs held by Mr. Mandl and the Appreciation Units held by Mr. Harris
were granted in 1996, and the Appreciation Units held by Messrs. Pickle,
Morris, and Bell were granted in 1997, in each case prior to the Conversion.
Although the Conversion did not result in the grant of additional equity to
any of the named executive officers, using the Black-Scholes option pricing
model (assuming a dividend yield of 0%, a risk free interest rate of 6.6%,
an expected life of 10 years, and an expected volatility of .50) the grant
date present value for each of the named executive officers would be as
follows: Mr. Mandl, $122.8 million; Mr. Pickle, $18.9 million; each of
Messrs. Harris and Morris, $11.4 million; and Mr. Bell, $7.6 million.
Exercise of Stock Options
- -------------------------
No stock options were exercised by any of the named executive officers
during the fiscal year ended December 31, 1997. The following table
sets forth information regarding the value at December 31, 1997 of any
unexercised stock options granted under the Plan.
-6-
Fiscal Year End Option Values
-----------------------------
Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money Options
Options at Fiscal Year End at Fiscal Year End (1)
-------------------------- -----------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ----- ----------- ------------- ----------- -------------
Alex J. Mandl 1,001,622 5,008,110 $21,309,508 73,529,071
Kirby G. Pickle, Jr. -- 1,011,101 -- 18,305,984
Laurence E. Harris 121,332 485,329 2,196,719 8,786,878
Abraham L. Morris -- 606,661 -- 10,983,597
Steven F. Bell -- 404,440 -- 7,322,386
(1) The closing stock price of the Company's Class A Common Stock on
December 1, 1997 was $24.625.
The Mandl Employment Agreement
- ------------------------------
The Mandl Employment Agreement took effect September 1, 1996 and
expires on September 1, 2002, unless further extended pursuant to its
terms. Under the Mandl Employment Agreement, Mr. Mandl is entitled to
a minimum salary of $500,000 per annum (which may be increased from time
to time at the discretion of the Board after the first two years) and an
annual bonus of $500,000 per annum for the first three fiscal years of
employment, subject to increase after three years at the discretion of
the Board. After such period, Mr. Mandl shall also be entitled to
participate in all annual non-equity-based executive compensation plans.
Pursuant to the Mandl Employment Agreement, Mr. Mandl (a) has received a
$15 million recourse loan from MSI and DSC (see "Certain Relationships
and Related Transactions--Loans to Executive Officers") and (b) will be
entitled to a $5 million special payment upon the fifth anniversary of
his employment. The recourse loan will be automatically forgiven (i)
twenty percent in year one, twenty percent in year two, and sixty percent
in year five, (ii) upon the termination of his employment by him for
Good Reason (as defined in the Mandl Employment Agreement) or by the
Company without Cause (as defined in the Mandl Employment Agreement)
or (iii) his death or disability.
The Mandl Employment Agreement provides that if either MSI or DSC
sells any of their respective member interests in the Company to a third
party, such seller shall be obligated to require the purchaser of such
interests to purchase, and may require Mr. Mandl to sell to such third
party, a proportionate percentage of the vested equity interest
represented by Mr. Mandl's CARs valued as of the date of such purchase,
at the same price paid by the third party for the interests of such seller.
The Mandl Employment Agreement also provides for a right of first refusal
on the part of MSI and DSC with respect to the disposition by Mr. Mandl
of an equity interest in the Company. In the event of a Change in Control
of the Company (as defined in the Mandl Employment Agreement), all CARs
shall vest immediately, the principal balance remaining on the $15 million
loan shall be immediately forgiven and the remainder of the $5 million
fifth anniversary special payment shall be paid.
In addition, in the Mandl Employment Agreement the Company granted
Mr. Mandl certain registration rights with respect to the shares of Class
A Common Stock which are subject to the options into which the CARs were
converted pursuant to the Conversion described under "Stock Options"
(such shares as to which such registration rights apply being referred
to as "Mandl Registrable Securities", and the number of such shares as
of the date Teligent, L.L.C. was converted to a corporation (the
"Conversion Date"), as adjusted for splits, combinations and the like,
being referred to as the "Maximum Amount"). Under the Mandl Employment
Agreement, the Company is required, if requested by Mr. Mandl, to use its
reasonable best efforts to cause to be included in any registration
statement with respect to a public offering of shares of Class A Common
Stock, a number of shares of Mandl Registrable Securities proportionate
to the number of shares of Common Stock then owned by MSI and the Telcom
Stockholder which are included in such registration statement (based on
the total number of shares of Common Stock then owned by MSI and the
Telcom Stockholder, and the Maximum Amount, respectively). Because no
shares of Common Stock were sold by MSI or the Telcom Stockholder in the
-7-
Equity Offerings, Mr. Mandl had no right to, and did not, sell any Mandl
Registrable Securities in the Equity Offerings. In addition, in each of
four twelve-month periods, the first of which commences on the Conversion
Date and each of the remaining three of which commences on each of the
remaining three respective subsequent anniversaries thereof, the Company
is required, if requested by Mr. Mandl (which request may not be made
prior to six months after consummation of the Equity Offerings), to use
its reasonable best efforts to promptly cause to be registered under the
Securities Act for public sale by Mr. Mandl a number of Mandl Registrable
Securities constituting at least 25% of the Maximum Amount (the "Maximum
Annual Amount"), provided that in no event may Mr. Mandl sell publicly
more than the Maximum Annual Amount in any such twelve-month period. The
Company has filed a registration statement on Form S-8 registering shares
of Class A Common Stock authorized for issuance under the Stock Plan,
including the Mandl Registrable Securities.
The Mandl Employment Agreement (other than certain restrictive
covenants of Mr. Mandl and certain severance obligations of the Company)
may be terminated (a) by the Company (i) without Cause by giving 30-days
notice or (ii) for Cause upon the Board's confirmation that the employee
has failed to cure the grounds for termination within ten days after
notice thereof by the Company and (b) by Mr. Mandl (i) without Good
Reason by giving a 120-day notice or (ii) for Good Reason upon the
Company's failure to cure the grounds for termination within 20 days
after notice thereof by Mr. Mandl. The Mandl Employment Agreement
prohibits disclosure by Mr. Mandl of any Company confidential
information at any time. In addition, while he is employed by the
Company and for two years thereafter, Mr. Mandl is prohibited from
engaging or significantly investing in competing business activities
and from soliciting any Company employee to be employed elsewhere.
-8-
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of March 20, 1998
regarding the beneficial ownership of each class of the Company's Common
Stock by (i) each person known by the Company to own 5% of any class of
the Company's Common Stock, (ii) each director of the Company, (iii) each
Named Executive Officer, and (iv) all directors and officers as a group.
The address for the directors and officers of the Company is Teligent, Inc.,
8065 Leesburg Pike, Vienna, VA 22182.
Class A Common Class B Common
Stock Stock
------------------- ------------------
Name and Address of Number % Number %
Beneficial Owner (13) (14) (13) (14)
- ------------------- --------- ---- ---------- -----
The Associated Group, Inc. (1) -- -- 21,436,689 48.3%
200 Gateway Towers
Pittsburgh, PA 15222
Telcom Ventures, L.L.C. (2) -- -- 17,206,210 38.7%
200 N. Union Street
Suite 300
Alexandria, VA 22201
Lynn Forester 1,831,410 22.4% -- --
c/o FirstMark Holdings
527 Madison Avenue
New York, NY 10022
Nippon Telegraph and Telephone
Corporation -- -- 5,783,400 13.0%
Tokyo Opera City Tower
20-2 Nishi-Shinjuku 3-chome
Shinjuku-ku, Tokyo 163-24
Japan
Alex J. Mandl (3) 1,226,622 13.4% -- --
Myles P. Berkman (4) 10,000 * -- --
David J. Berkman (5) 120,968 1.5% -- --
William H. Berkman (6) 120,968 1.5% -- --
Donald H. Jones 3,000 * -- --
Tetsuro Mikami -- -- -- --
Dr. Rajendra Singh (7) 80,888 1.0% -- --
Kirby G. Pickle, Jr. (8) 217,220 2.6% -- --
Larence E. Harris (9) 121,332 1.5% -- --
Abraham L. Morris (10) 124,332 1.5% -- --
Steven F. Bell (11) 80,888 1.0% -- --
All directors and executive
Officers as a group (11
Persons) (12) 2,106,218 21.0% -- --
Class B Common Stock
----------------------------------------
Series B-1 Common Series B-2 Common
Stock Stock
------------------- ------------------
Name and Address of Number % Number %
Beneficial Owner (13) (14) (13) (14)
- ------------------- --------- ---- ---------- -----
The Associated Group, Inc. (1) 21,436,689 100.0% -- --
200 Gateway Towers
Pittsburgh, PA 15222
Telcom Ventures, L.L.C. (2) -- -- 17,206,210 100.0%
200 N. Union Street
Suite 300
Alexandria, VA 22201
Lynn Forester -- -- -- --
c/o FirstMark Holdings
527 Madison Avenue
New York, NY 10022
Nippon Telegraph and Telephone
Corporation -- -- -- --
Tokyo Opera City Tower
20-2 Nishi-Shinjuku 3-chome
Shinjuku-ku, Tokyo 163-24
Japan
Alex J. Mandl (3) -- -- -- --
Myles P. Berkman (4) -- -- -- --
David J. Berkman (5) -- -- -- --
William H. Berkman (6) -- -- -- --
Donald H. Jones -- -- -- --
Tetsuro Mikami -- -- -- --
Dr. Rajendra Singh (7) -- -- -- --
Kirby G. Pickle, Jr. (8) -- -- -- --
Larence E. Harris (9) -- -- -- --
Abraham L. Morris (10) -- -- -- --
Steven F. Bell (11) -- -- -- --
All directors and executive
Officers as a group (11
Persons) (12) -- -- -- --
Class B Common Stock
-------------------
Series B-3 Common Percentage
Stock of Voting
------------------- Power
Name and Address of Number % Outstanding
Beneficial Owner (13) (14) (13)
- ------------------- --------- ---- -----
The Associated Group, Inc. (1) -- -- 40.8%
200 Gateway Towers
Pittsburgh, PA 15222
Telcom Ventures, L.L.C. (2) -- -- 32.7%
200 N. Union Street
Suite 300
Alexandria, VA 22201
Lynn Forester -- -- 3.5%
c/o FirstMark Holdings
527 Madison Avenue
New York, NY 10022
Nippon Telegraph and Telephone
Corporation 5,783,400 100.0% 11.0%
Tokyo Opera City Tower
20-2 Nishi-Shinjuku 3-chome
Shinjuku-ku, Tokyo 163-24
Japan
Alex J. Mandl (3) -- -- 2.3%
Myles P. Berkman (4) -- -- *
David J. Berkman (5) -- -- *
William H. Berkman (6) -- -- *
Donald H. Jones -- -- *
Tetsuro Mikami -- -- --
Dr. Rajendra Singh (7) -- -- *
Kirby G. Pickle, Jr. (8) -- -- *
Larence E. Harris (9) -- -- *
Abraham L. Morris (10) -- -- *
Steven F. Bell (11) -- -- *
All directors and executive
Officers as a group (11
Persons) (12) -- -- 3.9%
-9-
* - Less than 1%.
(1)All shares shown are held of record by Microwave Services, Inc., a
wholly owned subsidiary of The Associated Group, Inc.
(2)All shares shown are held of record by Telcom-DTS Investors, L.LC.,
an affiliate of Telcom Ventures, L.L.C.
(3)Includes 1,001,622 shares of Class A Common Stock issuable upon
exercise of Mr. Mandl's stock options.
(4)Does not include 21,436,689 shares of Class B Common Stock held of
record by Microwave Services, Inc., a wholly owned subsidiary of The
Associated Group, Inc. As a Director and Chairman, President, Chief
Executive Officer and Treasurer of The Associated Group, Inc.,
Myles P. Berkman may be deemed to be the beneficial owner of the shares
of Class B Common Stock held by Microwave Services, Inc.
(5)All such 120,968 shares of Class A Common Stock are issuable upon
exercise of David J. Berkman's stock options. Does not include
21,436,689 shares of Class B Common Stock held of record by Microwave
Services, Inc., a wholly owned subsidiary of The Associated Group, Inc.
As a Director and Executive Vice President of The Associated Group,
Inc., David J. Berkman may be deemed to be the beneficial owner of
the shares of Class B Common Stock held by Microwave Services, Inc.
(6)All such 120,968 shares of Class A Common Stock are issuable upon
exercise of William H. Berkman's stock options.
(7)All such 80,888 shares of Class A Common Stock are issuable upon
exercise of Dr. Singh's stock options which are exercisable within
60 days. Does not include 17,206,210 shares of Class B Common Stock
held of record by Telcom-DTS Investors, L.L.C., a subsidiary of Telcom
Ventures, L.L.C. As the Chief Executive Officer, a Director and,
together with members of his family, the principal owner of Telcom
Ventures, L.L.C., Dr. Singh may be deemed to be the beneficial owner
of the shares of Class B Common Stock held by Telcom-DTS Investors,
L.L.C.
(8)Includes 202,220 shares of Class A Common Stock issuable upon exercise
of Mr. Pickle's stock options.
(9)All such 121,332 shares of Class A Common Stock are issuable upon
exercise of Mr. Harris' stock options.
(10)Includes 121,332 shares of Class A Common Stock issuable upon
exercise of Mr. Morris' stock options which are exercisable within
60 days.
(11)All such 80,898 shares of Class A Common Stock are issuable upon
exercise of Mr. Bell's stock options which are exercisable within
60 days.
(12)Includes 1,850,218 shares of Class A Common Stock issuable upon
exercise of stock options held by all directors and executive officers
as a group. Does not include 21,436,689 and 17,206,210 shares of
Class B Common Stock held of record by Microwave Services, Inc. and
Telcom-DTS Investors, L.L.C, respectively. See footnotes 4, 5 and 7.
(13)Unless otherwise indicated, each beneficial owner has both sole voting
and sole investment power with respect to the shares beneficially owned
by such person, entity or group. The number of shares shown as
beneficially owned include all options exercisable within 60 days,
warrants and convertible securities held by such person,entity or group.
(14)The percentages of beneficial ownership as to each person, entity or
group assume the exercise or conversion of all options, warrants and
convertible securities held by such person, entity or group, but not
the exercise or conversion of options, warrants and convertible
securities held by others shown in the table.
-10-
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Members Agreement
- -----------------
Prior to the Company entering into the NTT Purchase Agreement, the
Company, MSI, Associated, DSC, Telcom-DTS Investors, L.L.C., an affiliate
of Telcom Ventures (the "Telcom Stockholder") and the owners of the Telcom
Stockholder entered into an agreement (the "Members Agreement") whereby the
Company granted to DSC certain registration rights substantially similar
to those granted to NTT (see "Certain Transactions-Strategic Equity
Investment-Registration Rights Agreement") with respect to Common Stock
held by DSC at the time of consummation of the Equity Offerings. In
addition, in the Members Agreement, Associated and MSI agreed with DSC
that upon a "Change in Control" (as defined in the Members Agreement) of
Associated or MSI, (i)Associated will immediately convert, and cause its
controlled affiliates (ii) to immediately convert, all of the Series B-1
Common Stock owned by them into Class A Common Stock such that, under the
Company's Certificate of Incorporation as then in effect, Associated,
alone or together with its controlled affiliates, will no longer have the
right to elect a majority of the Company's Board, (ii) MSI will cause
its designees on the Company's Board to cause the Board to convene a
meeting of the Company's stockholders and (iii) promptly after taking
the action described in (ii) immediately above, MSI will cause such
number of its designees on the Company's Board to resign so that such
designees no longer constitute a majority thereof. In the Members
Agreement, each of Associated and MSI also agreed with DSC that it will
not transfer control of any entity which holds Class B Common Stock of
the Company to any third party (other than an affiliate of Associated,
provided such affiliate agrees to be bound by the provisions of the
Members Agreement applicable to MSI) without the consent of DSC unless,
concurrently with or prior to such transfer, AGI and MSI take the
actions described in clauses (i) through (iii) above. In addition,
in the Members Agreement, MSI and the Telcom Stockholder granted to
each other rights of first refusal and co-sale rights with respect to
any sale or transfer by the other (other than to an affiliate or
pursuant to a pledge arrangement, and excluding any public sale or
distribution whether pursuant to a registration statement, Rule 144
or otherwise) of shares of Common Stock (other than Common Stock acquired
in public market transactions). Pursuant to the Members Agreement,
Associated and the owners of the Telcom Stockholder also granted to
each other rights of first refusal and co-sale rights, with the same
exceptions, with respect to any sale or transfer by the other of shares
of MSI, or member or other equity interests of the Telcom Stockholder,
but only if shares of Common Stock constitute all or substantially all
of the assets of MSI or the Telcom Stockholder, respectively.
Common Stock
- ------------
Voting Rights. Except as otherwise required by law or, as described
below, by the Certificate of Incorporation, the holders of shares of Common
Stock will vote together as a single class. Each share of Common Stock
will entitle the registered holder thereof to one vote. There will be no
cumulative voting.
The holders of Series B-1 Common Stock voting as a separate class,
will be entitled to elect that number of directors equal to the minimum
number necessary to constitute a majority of members of the Company's
Board of Directors (the "Series B-1 Directors"); provided however, that
if at any time the number of issued and outstanding shares of Series B-1
Common Stock (exclusive of any shares held in the Company's treasury or by
subsidiaries of the Company) is less than 20% of the aggregate number of
issued and outstanding shares of Common Stock (exclusive of shares held in
the Company's treasury or by subsidiaries of the Company) then, without any
further action of any party of the Company, all of such issued and
outstanding shares of Series B-1 Common Stock will automatically and
irrevocably be converted into an equal number of shares of Class A Common
Stock and the holders of Series B-1 Common Stock so converted will no
longer be entitled to elect Series B-1 Directors.
The holders of Series B-2 Common Stock voting as a separate class,
will be entitled to elect one member of the Company's Board of Directors
(the "Series B-2 Directors"); provided however, that if at any time the
number of issued and outstanding shares of Series B-2 Common Stock
(exclusive of any shares held in the Company's treasury or by subsidiaries
of the Company) is less than 10% of the aggregate number of issued and
-11-
outstanding shares of Common Stock (exclusive of shares held in the
Company's treasury or by subsidiaries of the Company) then, without any
further action of any party of the Company, all of such issued and
outstanding shares of Series B-2 Common Stock will automatically and
irrevocably be converted into an equal number of shares of Class A Common
Stock and the holders of Series B-2 Common Stock so converted will no
longer be entitled to elect a Series B-2 Director.
The holders of Class A Common Stock and Class B Common Stock voting
together as a single class will be entitled to elect all members of the
Company's Board of Directors, other than any Series B-1 Directors, Series
B-2 Director or Series B-3 Director (the "Common Directors").
The holders of Series B-3 Common Stock, voting as a separate class,
will be entitled to elect one member of the Company's Board of Directors
(the "Series B-3 Director), subject to adjustment in certain circumstances.
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.
Conversion into Series A Common Stock. Pursuant to the Certificate
of Incorporation, each share of Class B Common Stock will be convertible
at any time, at the option of the registered holder thereof, into one fully
paid and nontransferable share of Class A Common Stock, subject to
adjustment for any stock split.
Stockholders Agreement
- -----------------------
Prior to the consummation of the Equity Offerings, the Company
entered into a Stockholders Agreement (the "Stockholders Agreement")
with NTTA&T and the other stockholders of the Company (other than the
FirstMark Sole Stockholder) (the "Stockholder Parties") whereby, NTTA&T
and the Telcom Stockholder have certain rights and obligations with
respect to their ownership interest in, and the governance of, the
Company. The Stockholders Agreement also provides that so long as the
Telcom Stockholder and NTTA&T, respectively, have the right to elect a
member of the Company's Board, the Company will afford to representatives
of the Telcom Stockholder and NTTA&T, respectively, certain business
consultation rights as defined in the Stockholders Agreement. Under the
Stockholders Agreement, so long as NTTA&T and the Telcom Stockholder,
respectively, have the right to elect a member of the Company's Board,
such respective members of the Company's Board or their designated
representative have visitation rights at meetings of all significant
internal operating committees and will be a member of any technical,
compensation or audit committees or any other committee of the Board.
Pursuant to the Stockholders Agreement, so long as NTTA&T is entitled
to elect a member of the Company's Board, NTTA&T has the right, at its
expense, to secund to the Company employees of NTTA&T or its affiliates
(not exceeding a total of five such employees in any three month period)
to observe the Company's operations, including its technical and marketing
activities (such secunded employees being referred to as the "Secunded
Employees"). NTTA&T's right to elect a director to the Company's Board
terminates (as a result of the automatic conversion of all Series B-3
Common Stock into Class A Common Stock), thereby terminating NTTA&T's
rights under the Stockholders Agreement as described above, if at any
time the number of issued and outstanding shares of Series B-3 Common
Stock is less than (i) 3% of the aggregate number of issued and
outstanding shares of Common Stock (exclusive of shares held in the
Company's treasury or by the subsidiaries of the Company) or (ii) 50% of
the aggregate number of shares of Series B-3 Common Stock issued and
outstanding (exclusive of shares held in the Company's treasury or by
the subsidiaries of the Company) immediately following the Reorganization
or if NTTA&T or any of its affiliates engage in certain activities which
are competitive with the Company as provided in the Certificate of
Incorporation. The Telcom Stockholder's right to elect a director to
the Company's Board terminates (as a result of the automatic conversion
of all Series B-2 Common Stock into Class A Common Stock), thereby
terminating the Telcom Stockholder's rights under the Stockholders
Agreement as described above, if at any time the number of issued and
outstanding shares of Series B-2 Common Stock is less than 10% of the
-12-
aggregate number of issued and outstanding shares of Common Stock
(exclusive of shares held in the Company's treasury). The Stockholder's
Agreement also provides that the Stockholder Parties will vote for the
election of the Company's Chief Executive Officer as a member of the
Company's Board.
To enable NTTA&T to benefit from secunding the Secunded Employees
in the Stockholders Agreement, the Company granted to NTTA&T and its
affiliates a non-exclusive, perpetual, irrevocable, royalty free right
and license to use, solely in the business of NTTA&T and its affiliates
outside the United States, such product, service, marketing, operational
and technical information of the Company as shall be learned or obtained
by the Secunded Employees. Such right and license does not include any
specific patent, copyright, trademark, tradename or similar property
rights of the Company and will not be assignable to any third party.
The Stockholders Agreement also provides that until November 13, 1999,
the second anniversary of the First Closing under the NTT Purchase
Agreement, each Stockholder Party must continue to hold at least one-half
of the shares of Common Stock held by such Pre-IPO Stockholder as of the
Second Closing under the NTT Purchase Agreement, except that such
requirement lapses and is without further effect automatically as to NTTA&T
and the Telcom Stockholder, respectively, if a Consultation Event occurs
even though NTTA&T or the Telcom Stockholder, respectively, has objected
thereto. Under the Stockholders Agreement, if such requirement so
lapses with respect to the Telcom Stockholder and, at the time of such
lapsing, MSI is not entitled, pursuant to the Certificate of
Incorporation, to elect a majority of the members of the Company's
Board, then such requirement also lapses and is without further effect
with respect to MSI. In addition, in the Stockholders Agreement, MSI
and the Telcom Stockholder have granted to NTTA&T co-sale rights with
respect to any sale or transfer by either of them (other than to an
affiliate or pursuant to a pledge arrangement, and excluding any public
sale or distribution whether pursuant to a registration statement, Rule
144 or otherwise) of shares of Common Stock (other than Common Stock
acquired in public market transactions).
The Stockholders Agreement also provides for certain rights and
obligations relating to the Company's compliance with the foreign
ownership restrictions under the Communications Act of 1934 and the
rules, regulations and decisions of the FCC.
Loans to Executive Officers
- ---------------------------
On September 1, 1996, Mr. Mandl was obligated to MSI and DSC in
the form of loans for an aggregate principal amount of $15.0 million at
an interest rate of 6.53% per year, which principal and interest accrued
thereon will become due and payable on September 3, 2001. On September
1, 1997, the first anniversary of Mr. Mandl's employment with the
Company, 20% of the principal and all underlying accrued interest was
forgiven. The remaining principal amount will be forgiven as to 20%
thereof and the incremental underlying accrued interest on the second
anniversary of his employment with the Company and as to 60% thereof on
the fifth such anniversary, provided that he is employed by the Company
on such dates. If Mr. Mandl's employment with the Company is terminated
prior to September 3, 2001 by the Company other than for cause or by Mr.
Mandl for good reason or by reason of his death or disability, the
outstanding principal balance and accrued interest thereon will be
forgiven; if his employment with the Company is terminated prior to
September 3, 2001 for any other reason, the outstanding principal
balance (and interest accrued thereof) will become immediately due and
payable to MSI and DSC.
Messrs. Pickle, Morris and Bell received loans each in the aggregate
principal amounts of $1,000,000. Such loans bear interest at annual
interest rates of 5.73%, 5.76% and 5.83%, respectively. The principal
amount and accrued interest on such loans will become due and payable
generally on February 1, 2000, April 10, 2000 and April 7, 2000,
respectively. Each of the loans provides for the forgiveness of the
principal balance and interest accrued thereon; generally, these
provisions become applicable either incrementally during the term of
the loan or as of its maturity date (in any case, subject to the
executive's continued employment with the Company as of such date) or,
among other things, in the event the executive's employment is terminated
under certain circumstances. In addition, each of the loans provides
that the remaining principal balance and interest accrued thereon will
become immediately due and payable in the event the executive's employment
-13-
with the Company is terminated by the Company for cause or, generally, by
the executive other than by reason of death or disability. Mr. Harris
received a loan in the aggregate principal amount of $600,000, bearing
interest at an annual rate of 6.54%. Mr. Harris' loan is forgivable
only if he is terminated by the Company other than for cause, otherwise,
his loan is due and payable to the Company on June 8, 2000. Mr. Harris
also received an upfront payment of $250,000, paid in January 1997. At
the time Mr. Harris'options are exercised, the $250,000 will be deducted
from his option payout.
FirstMark Agreement
- -------------------
Pursuant to the FirstMark Agreement, the Company granted the
FirstMark Sole Stockholder certain registration rights with respect to
the shares of Class A Common Stock into which the Firstmark Sole
Stockholder's member interest in Teligent, L.L.C. will be converted
pursuant to the Reorganization (the "FirstMark Sole Stockholder
Registrable Securities"). Such registration rights include
"piggyback" rights substantially similar to those granted to Mr. Mandl
pursuant to the Mandl Employment Agreement. Such "piggy-back" rights
are subject to a customary underwriter's "cutback" whereby all shares of
Common Stock to be sold by the Company will first be included in the
applicable registration statement and thereafter all other shares requested
to be included in such registration statement will be subject to exclusion
on a pro rata basis. The FirstMark Sole Stockholder had no right to, and
did not, sell any FirstMark Sole Stockholder Registrable Securities in
the Equity Offerings. Commencing on the first anniversary of the
consummation of the Equity Offerings (November 26, 1998) the FirstMark
Sole Stockholder is entitled under certain conditions, to one demand
registration under the Securities Act in respect of FirstMark Sole
Stockholder Registrable Securities. In the FirstMark Agreement, the
FirstMark Sole Stockholder has agreed not to engage, directly or indirectly,
in any business which provides or proposes to provide in the United States
digital electronic message services in the 18 GHz frequency band or such
other frequency band to which digital electronic message services are
relocated by the FCC, or which provides fixed wireless voice, video or data
transmission services in any frequency band in Canada.
Associated
- ----------
Prior to the First Closing, Associated agreed to make the ACLA
Contribution, and in consideration of such agreement received an
approximate 1% increase in its member interest in Teligent, L.L.C. The
Company has authorized a registration rights agreement with MSI whereby
the Company will grant to MSI certain registration rights substantially
similar to those granted to NTT (see "Certain Transactions-the
Strategic Equity Investment- Registration Rights Agreement") and to DSC
(see "Certain Relationships and Related Transactions-Members
Agreement"). In addition, Associated provides certain general and
administrative services to Teligent for a monthly fee of approximately
$150,000.
Associated owns, operates and invests in a variety of
communications activities and enterprises that may be in competition
with the Company. There can be no assurance that Associated's current or
future business activities will not be in competition with the Company's
business.
NTT
- ---
In connection with the NTT Purchase Agreement, the Company entered
into the Technical Services Agreement with NTT America. See "Certain
Transactions-The Strategic Equity Investment-Technical Services
Agreement."
-14-
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
The following documents are filed as part of this report:
Financial Statements
- --------------------
Balance Sheets, December 31, 1997 and 1996
Statements of Operations for the year ended December 31, 1997
and the periods from March 5, 1996 (date of inception) to
December 31, 1997 and 1996
Statements of Stockholders' Equity (Deficit) for the period
from March 5, 1996 (date of inception) to December 31, 1997
Statements of Cash Flows for the year ended December 31, 1997
and the periods from March 5, 1996 (date of inception) to
December 31, 1997 and 1996
Notes to Financial Statements
Financial Statement Schedules
- -----------------------------
All schedules are omitted because they are not applicable or
not required or because the required information is
incorporated herein by reference or included in the financial
statements or notes thereto included elsewhere in this
report.
(b)Reports on Form 8-K.
No reports on Form 8-K were filed during the fourth quarter of 1997.
(c)Exhibits. The following exhibits were previously filed as a part of
the Annual Report on Form 10-K:
3.1 Form of Certificate of Incorporation of Registrant, filed as
Exhibit 3.1 to the Company's Registration Statement on Form S-1
(Registration No. 333-37381), dated November 26, 1997, and
incorporated herein by reference.
3.2 Form of By-laws of Registrant, filed as Exhibit 3.2 to the
Company's Registration Statement on Form S-1 (Registration No.
333-37381), dated November 26, 1997, and incorporated herein by
reference.
4.1 Form of Stockholders Agreement, filed as Exhibit 4.1 to the
Company's Registration Statement on Form S-1 (Registration No.
333-37381), dated November 26, 1997, and incorporated herein by
reference.
4.2 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 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 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.
4.4 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.
4.5 Form of Certificate for the Class A Common Stock, filed as Exhibit
4.4 to the Company's Registration Statement on Form S-1
(Registration No. 333-37381), dated November 26, 1997, and
incorporated herein by reference.
10.1 Employment Agreement, dated August 19, 1996, between Associated
Communications, L.L.C. and Alex J. Mandl, filed as Exhibit 10.1
to the Company's Registration Statement on Form S-1 (Registration
No. 333-37381), dated November 26, 1997, and incorporated herein
by reference.
10.2 Stock Contribution Agreement, dated as of March 10, 1997, among
Associated Communications, L.L.C., FirstMark Communications, Inc.
and Lynn Forester, filed as Exhibit 10.2 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 Securities Purchase Agreement, dated as of September 30, 1997, by
-15-
and among Teligent, L.L.C., Microwave Services, Inc., Digital
Services Corporation, and Nippon Telegraph and Telephone
Corporation, filed as Exhibit 10.3 to the Company's Registration
Statement on Form S-1 (Registration No. 333-37381), dated
November 26, 1997, and incorporated herein by reference.
10.4 Form of Registration Rights Agreement, by and among Teligent,
L.L.C. and Nippon Telegraph and Telephone Corporation, filed as
Exhibit 10.4 to the Company's Registration Statement on Form S-1
(Registration No. 333-37381), dated November 26, 1997, and
incorporated herein by reference.
10.5 Form of Technical Services Agreement, by and among Teligent,
L.L.C. and NTT America, Inc. , filed as Exhibit 10.5 to the
Company's Registration Statement on Form S-1 (Registration No.
333-37381), dated November 26, 1997, and incorporated herein by
reference.
10.6 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, filed as Exhibit 10.6 to the Company's
Registration Statement on Form S-1 (Registration No. 333-37381),
dated November 26, 1997, and incorporated herein by reference.
10.7 Agreement and Plan of Merger, dated as of October 6, 1997, by and
between Teligent, Inc. and Teligent, L.L.C. , filed as Exhibit
10.7 to the Company's Registration Statement on Form S-1
(Registration No. 333-37381), dated November 26, 1997, and
incorporated herein by reference.
10.8 Form of Lease Agreement, dated as of July 22, 1997, for the 8065
Leesburg Pike, Vienna, Virginia office space lease between NHP
Incorporated and Teligent, L.L.C. , filed as Exhibit 10.8 to the
Company's Registration Statement on Form S-1 (Registration No.
333-37381), dated November 26, 1997, and incorporated herein by
reference.
10.9 Form of Teligent, Inc. 1997 Stock Incentive Plan, filed as Exhibit
10.9 to the Company's Registration Statement on Form S-1
(Registration No. 333-37381), dated November 26, 1997, and
incorporated herein by reference.
10.10 Network Products Purchase Agreement, dated December 11, 1997, by
and between Northern Telecom Inc. and Teligent, Inc. *
10.11 Financing Commitment Letter of Intent, dated October 28,
1997, by and between Northern Telecom Inc. and Teligent, Inc,
filed as Exhibit 10.9 to the Company's Registration Statement on
Form S-1 (Registration No. 333-37381), dated November 26, 1997,
and incorporated herein by reference.
10.12 Promissory Note, dated February 1, 1997, by Kirby G. Pickle,
Jr. to Associated Communications, L.L.C., filed as Exhibit 10.10
to the Company's Registration Statement on Form S-1 (Registration
No. 333-37381), dated November 26, 1997, and incorporated herein
by reference.
10.13 Promissory Notes, each dated October 29, 1997, by Abraham L.
Morris to Teligent, L.L.C., filed as Exhibit 10.11 to the
Company's Registration Statement on Form S-1 (Registration No.
333-37381), dated November 26, 1997, and incorporated herein by
reference.
10.14 Promissory Note, dated August 5, 1997, by Laurence E. Harris
to Associated Communications, L.L.C., filed as Exhibit 10.12 to
the Company's Registration Statement on Form S-1 (Registration
No. 333-37381), dated November 26, 1997, and incorporated herein
by reference.
10.15 Promissory Note, dated April 7, 1997, by Steven F. Bell to
Associated Communications, L.L.C., filed as Exhibit 10.14 to
the Company's Registration Statement on Form S-1 (Registration
No. 333-37381), dated November 26, 1997, and incorporated herein
by reference.
10.16 Registration rights agreement dated as of March 6, 1998, by
and between Teligent, Inc., and Microwave Services, Inc.
10.17 Registration rights agreement dated as of February 20, 1998,
by and between Teligent, Inc., and Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"),
Goldman, Sachs & Co., Salomon Brothers Inc, and TD Securities
(USA) Inc. (1)
21.1 Significant Subsidiaries of the Registrant.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
27.1 Financial Data Schedule (filed only electronically with the
Securities and Exchange Commission)
* - Portions of this document have been omitted pursuant to a request
for confidential treatment.
(1) Filed with this Form 10-K/A on April 30, 1998.
-16-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
TELIGENT, INC.
(Registrant)
Date: April 30, 1998 By: /s/ Alex J. Mandl
-----------------
Alex J. Mandl
Chairman of the Board, Chief
Executive Officer and Director
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated.
Date: ApriL 30, 1998 By: /s/ Alex J. Mandl
-----------------
Alex J.Mandl
Chairman of the Board, Chief
Executive Officer and Director
Date: April 30, 1998 By: /s/ Abraham L. Morris
---------------------
Abraham L. Morris
Senior Vice President, Chief
Financial Officer and Treasurer
(Principal Financial Officer)
Date: April 30 , 1998 By: /s/ Cindy L. Tallent
--------------------
Cindy L. Tallent
Vice President and Controller
(Principal Accounting Officer)
Date: April ___, 1998 By:
-----------------------
Myles P. Berkman
Director
-17-
Date: April 30, 1998 By: /s/ David J. Berkman
--------------------
David J. Berkman
Director
Date: April 30, 1998 By: /s/ William H. Berkman
----------------------
William H. Berkman
Director
Date: April 30, 1998 By: /s/ Donald H. Jones
-----------------
Donald H. Jones
Director
Date: April 30, 1998 By: /s/ Tetsuro Mikami
------------------
Tetsuro Mikami
Director
Date: April 30, 1998 By: /s/ Rajendra Singh
------------------
Rajendra Singh
Director
-18-