UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 19, 2001
AIRGATE PCS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 027455 58-2422929
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
Harris Tower, 233 Peachtree Street N.E., Suite 1700 30303
Atlanta, Georgia
(Address of principal executive offices) (Zip Code)
(404) 525-7272
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Item 5. Other Events
On December 19, 2001, certain stockholders of AirGate PCS, Inc., a Delaware
corporation ("AirGate"), sold 4 million shares of AirGate's common stock in a
public offering. On December 14, 2001, AirGate issued a press release announcing
the pricing of the offering. The press release is attached hereto as exhibit
99.1 and is incorporated herein by reference. In addition, the underwriting
agreement entered into in connection with the offering is attached hereto as
exhibit 1.1 and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
Exhibit No. Description
----------- -----------
1.1 Underwriting Agreement dated December 13, 2001 between
AirGate PCS, Inc., the Selling Stockholders named therein and
Credit Suisse First Boston Corporation, Lehman Brothers
Inc., UBS Warburg LLC, William Blair & Company, L.L.C.,
Thomas Weisel Partners LLC and TD Securities (USA) Inc., as
representatives of the several underwriters.
99.1 Press Release dated December 14, 2001 issued by AirGate PCS,
Inc. announcing the pricing of the public offering of 4
million shares of its common stock by certain of its
stockholders.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
AIRGATE PCS, INC. (Registrant)
Date: December 20, 2001 By: /s/ Alan B. Catherall
---------------------------------
Name: Alan B. Catherall
Title: Chief Financial Officer
3
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
1.1 Underwriting Agreement dated December 13, 2001 between
AirGate PCS, Inc., the Selling Stockholders named therein and
Credit Suisse First Boston Corporation, Lehman Brothers
Inc., UBS Warburg LLC, William Blair & Company, L.L.C.,
Thomas Weisel Partners LLC and TD Securities (USA) Inc., as
representatives of the several underwriters.
99.1 Press Release dated December 14, 2001 issued by AirGate PCS,
Inc. announcing the pricing of the public offering of 4
million shares of its common stock by certain of its
stockholders.
4