Omnipoint Corp/DE – ‘S-8 POS’ on 6/23/99

On:  Wednesday, 6/23/99   ·   Effective:  6/23/99   ·   Accession #:  928385-99-2089   ·   File #:  333-07345

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Post-Effective Amendment to an S-8   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8 POS     Post-Effective Amendment No.1                          5     21K 
 2: EX-5.0      Opinion re: Legality                                   2±     7K 
 3: EX-23.2     Consent of Experts or Counsel                          1      5K 

S-8 POS   —   Post-Effective Amendment No.1

S-8 POS
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As filed with the Securities and Exchange Commission on June 23, 1999 
Registration No.  333-07345 

SECURITIES AND EXCHANGE COMMISSION  
WASHINGTON, D.C.  20549 

POST-EFFECTIVE AMENDMENT NO. 1 TO 
FORM S-8  
REGISTRATION STATEMENT  
UNDER 
THE SECURITIES ACT OF 1933  

OMNIPOINT CORPORATION 
(Exact name of registrant as specified in its charter)  

      Delaware                                       04-296720
(State or other jurisdiction of                      (I.R.S. Employer 
  Incorporation or organization)                       Identification No.)

3 Bethesda Metro Center                                           
Suite 400                                           
 Bethesda, Maryland                                      20814
(Address of principal executive offices)                       (Zip Code)       

OMNIPOINT CORPORATION AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN 
(formerly known as OMNIPOINT CORPORATION 1996 EMPLOYEE STOCK PURCHASE PLAN) 
(Full title of plan)    

(Name, address and telephone                                                    
number of agent for service)                           (Copy to:)               
DOUGLAS G. SMITH                           EDWIN M. MARTIN, JR., ESQ.   
Omnipoint Corporation                           Piper & Marbury L.L.P.        
3 Bethesda Metro Center                       1200 Nineteenth Street, N.W.      
Suite 400                                 Washington, D.C.  20036   
Bethesda, Maryland 20814                             (202) 861-3900             
(301) 951-2500                                                          

CALCULATION OF REGISTRATION FEE 

                                                        [Enlarge/Download Table]

---------------------------------------------------------------------------------------------------------------------
                                                                              Proposed                               
                                                     Amount                    Maximum                 Amount of     
                                                      to be                   Aggregate              Registration    
   Title of Securities to be Registered            Registered            Offering Price (2)             Fee (2)      
---------------------------------------------------------------------------------------------------------------------
                                                                                                                     
Common Stock, $.01 par value                             250,000 (1)                $4,625,000              $1,285.75
=====================================================================================================================

(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as  
     amended, this Registration Statement also covers an indeterminate number of
 shares of Common Stock that may be offered or issued by reason of stock
     splits, stock dividends or similar transactions and an indeterminate number
of plan participation interests to be offered or sold pursuant to the 
Amended and Restated Employee Stock Purchase Plan.                    

(2)  Estimated solely for purposes of calculating the registration fee pursuant 
 to Rule 457(c) and (h).  The proposed maximum offering price per share,
proposed maximum aggregate offering price and the amount of the       
 registration fee are based on the average of the high and low prices of
   Omnipoint Corporation Common Stock reported on the Nasdaq National Market
   on June 18, 1999 (i.e., $18.50).  Pursuant to Rule 457(h)(2), no separate
     registration fee is provided for the participation interests in the Amended
and Restated Employee Stock Purchase Plan.                            

S-8 POS
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INCORPORATION BY REFERENCE

   In accordance with General Instruction E to Form S-8, the contents of the
Registration Statement filed by Omnipoint Corporation (the "Company") with the  
Securities and Exchange Commission (the "Commission") (File No. 333-07345), with
respect to securities offered pursuant to the Company's 1996 Employee Stock     
Purchase Plan, is hereby incorporated by reference.                             

   In addition, the following documents which have been filed by the Company
with the Commission pursuant to the Securities Exchange Act of 1934, as amended 
(the "Exchange Act"), are incorporated herein by reference:                     

     (a)  Annual Report of the Registrant on Form 10-K for the fiscal year ended
December 31, 1998;                                          

 (b)  All other reports filed pursuant to Sections 13(a) or 15(d) of the
         Exchange Act since the end of the fiscal year covered by the document
referred to in (a) above; and                               

(c)  Description of Common Stock of the Registrant contained or       
       incorporated in the registration statements filed by the Registrant
         under the Exchange Act, including any amendments or reports filed for
the purpose of updating such description.                   

  All documents subsequently filed by the Registrant and the Plan with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 
prior to the filing of a post-effective amendment which indicates that all      
securities offered have been sold or which deregisters all securities remaining 
unsold, shall be deemed to be incorporated by reference into this Registration  
Statement and to be a part of this Registration Statement from the date of      
filing of such documents.                                                       

Any statement contained in a document incorporated or deemed to be    
incorporated by reference herein shall be deemed to be modified or superseded   
for purposes of this Registration Statement to the extent that a statement      
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such       
statement.  Any such statement so modified or superseded shall not be deemed,   
except as so modified or superseded, to constitute a part of this Registration  
Statement.                                                                      

EXHIBITS

EXHIBIT                                                                         
NUMBER        DESCRIPTION                                                       
---------     ------------------------------------------------------------------
 4.0          Omnipoint Corporation Amended and Restated Employee Stock Purchase
          Plan (incorporated by reference to the Company's Schedule 14A,
              Definitive Proxy Statement, filed with the Commission on April 27,
1999, File No. 001-14419)                           
5.0          Opinion of Piper & Marbury L.L.P., counsel for the Registrant,   
            regarding the legal validity of the shares of Common Stock being
   registered for issuance under the Plan (filed herewith)
23.1          Consent of Counsel (contained in Exhibit 5.0)                     
23.2          Consent of Independent Accountants (filed herewith)               

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S-8 POS
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SIGNATURES

     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 this Post-Effective Amendment No. 1 to the    
Form S-8 Registration Statement and has duly caused this Amendment No. 1 to the 
Registration Statement to be signed on its behalf by the undersigned, thereunto 
duly authorized, in the City of Bethesda, State of Maryland, on the 22nd day of 
June, 1999.                                                                     

 OMNIPOINT CORPORATION

     By:  /s/ Douglas G. Smith
          --------------------
      Douglas G. Smith
                             President, Chief Executive Officer, and
           Chairman of the Board

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Administrator of the Omnipoint Corporation Amended and Restated Employee Stock  
Purchase Plan has duly caused this Amendment No. 1 to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Bethesda, State of Maryland, on the 22nd day of June, 1999.             

 OMNIPOINT CORPORATION
         AMENDED AND RESTATED EMPLOYEE
STOCK PURCHASE PLAN 

     By: /s/ Richard L. Fields
         ---------------------

Richard L. Fields   
            Member of Compensation Committee

    Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons in 
the capacities and on the dates indicated.                                      

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Signature                                            Title                           Date    
---------                                            -----                           ----    
                                                                                             

/s/ Douglas G. Smith                President, Chief Executive Officer, and     June 22, 1999
--------------------------------             Chairman of the Board                           
Douglas G. Smith                         (Principal Executive Officer)                       

/s/Harry Plonskier                         Chief Accounting Officer             June 22, 1999
--------------------------------  (Principal Financial and Accounting Officer)               
Harry Plonskier                                                                              

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S-8 POS
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   A majority of the Board of Directors (Richard L. Fields, Evelyn Goldfine,
Arjun Gupta, James N. Perry, Jr., James J. Ross, George F. Schmitt, Douglas G.  
Smith).                                                                         

Date:                June 22, 1999             By:  /s/ Edwin M. Martin, Jr.    
                                                  ----------------------------
                                                    Edwin M. Martin, Jr.
                                                  Attorney-In-Fact

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EXHIBIT INDEX 

                                                                [Download Table]

EXHIBIT                                                                    
NUMBER   DESCRIPTION                                                       
-------  -----------------------------------------------------------       
                                                                           
 4.0     Omnipoint Corporation Amended and Restated Employee Stock Purchase
         Plan (incorporated by reference to the Company's Schedule 14A,    
         Definitive Proxy Statement, filed with the Commission on April 27,
         1999, File No. 001-14419)                                         
 5.0     Opinion of Piper & Marbury L.L.P., counsel for the Registrant,    
         regarding the legal validity of the shares of Common Stock being  
         registered for issuance under the Plan (filed herewith)           
23.1     Consent of Counsel (contained in Exhibit 5.0)                     
23.2     Consent of Independent Accountants (filed herewith)               

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8 POS’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		6/23/99		1					8-K
		6/22/99		3		4
		6/18/99		1
		4/27/99		2		5			DEF 14A
		12/31/98		2					10-K405,  10-K405/A,  NT 10-K
									List all Filings