As filed with the Securities and Exchange Commission on January 25, 2001
Registration Statement No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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NTELOS Inc.
(Exact name of Registrant as specified in its Charter)
Virginia 54-1443350
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
NTELOS Inc.
P.O. Box 1990
Waynesboro, Virginia 22980
(Address of principal executive office, including zip code)
NTELOS Inc.
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
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James S. Quarforth
NTELOS Inc.
P.O. Box 1990
Waynesboro, Virginia 22980
(703) 946-3500
(Name, address, including zip code, and telephone number including area code,
of agent for service)
With copies to:
David M. Carter, Esq.
Hunton & Williams
Bank of America Plaza
Suite 4100
600 Peachtree Street, N.E.
Atlanta, Georgia 30308-2216
(404) 888-4000
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered(1) per share(2) offering price registration fee
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Common Stock, no par value 75,000 shares $21.78 $1,633,500 $409
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(1) This Registration Statement covers 75,000 additional shares of common
stock issuable under the registrant's Employee Stock Purchase Plan
(the "Plan") by virtue of an amendment to the Plan increasing the
number of shares issuable under the Plan from 50,000 to 125,000.
(2) Calculated pursuant to Rule 457(c) on the basis of $21.78 per share,
which was the average of the high and low prices of the Common Stock
as quoted on the Nasdaq National Market on January 22, 2001.
INCORPORATION BY REFERENCE
Pursuant to General Instruction E on Form S-8 regarding the registration of
additional securities, NTELOS Inc. (the "Company") is hereby registering
additional shares of Common Stock in the number set forth on the cover page of
this Registration Statement. Such shares are of the same class as other
securities of the Company for which a previous registration statement has been
filed with the Securities and Exchange Commission (the "Commission") relating to
the Plan, and such registration statement, as listed below, is incorporated by
reference herein:
Registration Statement on Form S-8 (Registration No. 333-45593) filed on
February 4, 1998.
ADDITIONAL INFORMATION
The Plan originally had 25,000 shares reserved for issuance, of which
approximately 9,500 shares have not been issued. On December 4, 2000, the Board
of Directors of the Company approved an amendment to the Plan increasing the
number of shares of Common Stock reserved for issuance under the Plan by 75,000.
Accordingly, as of the date of this Registration Statement, approximately 84,500
shares are available for issuance under the Plan.
All other provisions of the Plan remain, unchanged, in full force and effect.
Item 8. Exhibits.
Exhibit No.
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5.1 Opinion of Hunton & Williams as to the legality of the
securities being registered (filed herewith).
23.1 Consent of Hunton & Williams (included in the opinion filed
as Exhibit 5.1 to the Registration Statement).
23.2 Consent of McGladrey & Pullen, LLP (filed herewith).
23.3 Consent of PriceWaterhouseCoopers LLP (filed herewith).
23.4 Consent of Phibbs, Burkholder, Geisert & Huffman (filed
herewith).
24.1 Power of Attorney (included on signature page).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Waynesboro, Commonwealth of Virginia on January 25,
2001.
NTELOS Inc.,
(Registrant)
By: /s/James S. Quarforth
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James S. Quarforth
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated. Each of the
directors and/or officers of NTELOS Inc. whose signature appears below hereby
appoints James S. Quarforth and David M. Carter, and each of them severally, as
his attorney-in-fact to sign in his name and behalf, in any and all capacities
stated below and to file with the Securities and Exchange Commission, any and
all amendments, including post-effective amendments to this registration
statement, making such changes in the registration statement as appropriate, and
generally to do all such things in their behalf in their capacities as officers
and directors to enable NTELOS Inc. to comply with the provisions of the
Securities Act of 1933, and all requirements of the Securities and Exchange
Commission.
Signature Title Date
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/s/ James S. Quarforth Chairman of the Board and Chief Executive January 25, 2001
- ----------------------------- Officer(Principal Executive Officer)
James S. Quarforth
/s/ Michael B. Moneymaker Senior Vice President, Chief Financial January 25, 2001
- ----------------------------- Officer, Treasurer and Secretary
Michael B. Moneymaker (Principal Financial and Accounting Officer)
/s/ Carl A. Rosberg President, Chief Operating Officer and Director January 25, 2001
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Carl A. Rosberg
/s/ William W. Gibbs, V Director January 25, 2001
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William W. Gibbs, V
/s/ A. William Hamill Director January 25, 2001
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A. William Hamill
Director
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C. Wilson McNeely, III
/s/ John B. Mitchell Director January 25, 2001
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John B. Mitchell
Director
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John N. Neff
Director
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Phyllis H. Arnold
/s/ Anthony J. de Nicola Director January 25, 2001
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Anthony J. de Nicola
EXHIBIT INDEX
Exhibit No.
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5.1 Opinion of Hunton & Williams as to the legality of the
securities being registered (filed herewith).
23.1 Consent of Hunton & Williams (included in the opinion filed
as Exhibit 5.1 to the Registration Statement).
23.2 Consent of McGladrey & Pullen, LLP (filed herewith).
23.3 Consent of PriceWaterhouseCoopers LLP (filed herewith).
23.4 Consent of Phibbs, Burkholder, Geisert & Huffman (filed
herewith).
24.1 Power of Attorney (included on signature page).