SEC Info - Omnipoint Corp/DE - ‘PRE 14A’ for 5/27/98

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Omnipoint Corp/DE – ‘PRE 14A’ for 5/27/98

As of: Tuesday, 4/21/98 · For: 5/27/98 · Accession #: 928385-98-787 · File #: 0-27442

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/21/98  Omnipoint Corp/DE                 PRE 14A     5/27/98    1:62K                                    Donnelley R R & S… 09/FA

Preliminary Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14A     Preliminary 14A                                       22    107K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Adoption of An Amendment to the Amended and Restated Certificate of Incorporation Adoption of An Amendment to the Proxy Card 1997 Omnibus Stock Plan Appointment of Independent Auditors Employment Agreements Executive Bonus Plan Executive Compensation
1	1st Page - Filing Submission
7	Executive Compensation
10	Employment Agreements
11	Executive Bonus Plan
21	Item 2-. Adoption of An Amendment to the Amended and Restated Certificate of Incorporation
"	Item 3-. Adoption of An Amendment to the Proxy Card 1997 Omnibus Stock Plan
"	Item 4-. Appointment of Independent Auditors

PRE 14A 1st Page of 22 TOC ↑Top Previous Next ↓Bottom Just 1st
SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by the registrant [X]
Filed by a party other than the registrant [_]
Check the appropriate box:
[X] Preliminary proxy statement
[_] Definitive proxy statement
[_] Definitive additional materials
[_] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

OMNIPOINT CORPORATION
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

------------------------------------------------------------------------

(5) Total fee paid:

------------------------------------------------------------------------

[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

-----------------------------------------------------------------------

(2) Form, Schedule or Registration Statement No.:

-----------------------------------------------------------------------

(3) Filing Party:

-----------------------------------------------------------------------

(4) Date Filed:

-----------------------------------------------------------------------
Notes:

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[OMNIPOINT LOGO APPEARS HERE]

3 BETHESDA METRO CENTER
SUITE 400
BETHESDA, MARYLAND 20814
(301) 951-2500

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 27, 1998

The Annual Meeting of Stockholders (the "Annual Meeting") of Omnipoint
Corporation, a Delaware corporation (the "Company"), will be held on Wednesday,
May 27, 1998, at 9:30 a.m., local time, at the offices of Piper & Marbury
L.L.P., 1200 Nineteenth Street, N.W., Suite 700, Washington, D.C. 20036 for the
following purposes:

1. To elect eight (8) directors to hold office until the next annual
meeting of stockholders and until their respective successors have been
elected or appointed;

2. To amend the Company's Amended and Restated Certificate of Incorporation
to authorize an additional 125 million shares of Common Stock and an
additional 5 million shares of Preferred Stock to be made available for
issuance;

3. To amend the Company's 1997 Omnibus Stock Plan to authorize an
additional 2,500,000 shares of stock to be made available for issuance
under the plan;

4. To ratify the appointment of Coopers & Lybrand L.L.P. as the Company's
independent auditors for the year ending December 31, 1998; and

5. To transact such other business as may properly come before the Annual
Meeting and any adjournment or postponement thereof.

The foregoing matters are described in more detail in the enclosed Proxy
Statement.

The Board of Directors has fixed the close of business on April 15, 1998,
as the record date for the determination of the stockholders entitled to notice
of, and to vote at, the Annual Meeting and any postponement or adjournment
thereof. Only those stockholders of record of the Company as of the close of
business on that date will be entitled to vote at the Annual Meeting or any
postponement or adjournment thereof.

YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. IT IS IMPORTANT
THAT YOUR SHARES BE REPRESENTED AT THE MEETING REGARDLESS OF THE NUMBER YOU OWN.
WHETHER OR NOT YOU EXPECT TO ATTEND IN PERSON, YOU ARE URGED TO COMPLETE, SIGN,
DATE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE ENVELOPE
ENCLOSED FOR THAT PURPOSE. YOU WILL BE MOST WELCOME AT THE MEETING AND MAY THEN
VOTE IN PERSON IF YOU SO DESIRE, EVEN THOUGH YOU MAY HAVE EXECUTED AND RETURNED
THE PROXY. ANY STOCKHOLDER WHO EXECUTES SUCH A PROXY MAY REVOKE IT AT ANY TIME
BEFORE IT IS EXERCISED.

BY ORDER OF THE BOARD OF DIRECTORS,

EDWIN M. MARTIN, JR., SECRETARY

Bethesda, Maryland
May 1, 1998

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[OMNIPOINT LOGO APPEARS HERE]

3 BETHESDA METRO CENTER
SUITE 400
BETHESDA, MARYLAND 20814
(301) 951-2500

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of Omnipoint Corporation, a Delaware corporation (the
"Company"), of proxies in the accompanying form for use in voting at the Annual
Meeting of Stockholders (the "Annual Meeting") to be held on Wednesday, May 27,
1998 at 9:30 a.m., local time, at the offices of Piper & Marbury L.L.P., 1200
Nineteenth Street, N.W., Washington, D.C. 20036, and any adjournment or
postponement thereof. This Proxy Statement, the accompanying proxy card and the
Company's Annual Report to Stockholders are first being mailed to stockholders
on or about May 1, 1998.

VOTING SECURITIES

Only stockholders of record on the books of the Company as of 5:00
p.m., April 15, 1997 (the "Record Date"), will be entitled to vote at the Annual
Meeting. At the close of business on the Record Date, the Company had
52,520,343 shares of Common Stock outstanding, entitled to one vote per share.

Votes cast by proxy or in person at the Annual Meeting will be
tabulated by the Inspector of Elections (the "Inspector") with the assistance of
the Company's transfer agent. The Inspector will also determine whether or not
a quorum is present. Except with respect to the election of directors and
except in certain other specific circumstances, the affirmative vote of a
majority of shares present in person or represented by proxy at a duly held
meeting at which a quorum is present is required under Delaware law for approval
of proposals presented to stockholders. In general, Delaware law also provides
that a quorum consists of a majority of the shares entitled to vote and present
in person or represented by proxy. The Inspector will treat abstentions as
shares that are present and entitled to vote for purposes of determining the
presence of a quorum and as negative votes for purposes of determining the
approval of any matter submitted to the stockholders for a vote.

The shares represented by the proxies received, properly dated and
executed and not revoked will be voted at the Annual Meeting in accordance with
the instructions of the stockholders. A proxy may be revoked at any time before
it is exercised by delivering to the Company (Attention: Bradley E. Sparks) a
written notice of revocation or a duly executed proxy bearing a later date or by
attending the Annual Meeting and voting in person. Any proxy which is returned
using the form of proxy enclosed and which is not marked as to a particular item
will be voted FOR the election of directors, FOR the amendment to the Company's
Amended and Restated Certificate of Incorporation, FOR the amendment to the
Company's 1997 Omnibus Stock Plan, FOR ratification of the appointment of the
designated independent auditors and as the proxy holders deem advisable on other
matters that may come before the meeting, as the case may be with respect to the
item not marked. If a broker indicates on the enclosed proxy or its substitute
that it does not have discretionary authority as to certain shares to vote on a
particular matter, those shares will not be considered as present with respect
to that matter. The Company believes that the tabulation procedures to be
followed by the Inspector are consistent with the general statutory requirements
in Delaware concerning voting of shares and determination of a quorum.

The cost of soliciting proxies will be borne by the Company. In
addition, the Company may reimburse brokerage firms and other persons
representing beneficial owners of shares for their expenses in forwarding
solicitation material to such beneficial owners. Proxies may also be solicited
by certain of the Company's directors, officers and regular employees, without
additional compensation, personally or by telephone or telegram.

PRE 14A 4th Page of 22 TOC 1st Previous Next ↓Bottom Just 4th
PROPOSAL NO 1: ELECTION OF DIRECTORS

Eight directors are to be elected at the Annual Meeting to serve until
the next annual meeting of stockholders and until their respective successors
are elected or appointed. The eight nominees receiving the highest number of
affirmative votes will be elected as directors. In the event any nominee is
unable to unwilling to serve as a nominee, the proxies may be voted for the
balance of those nominees named and for any substitute nominee designated by the
present Board of Directors or the proxy holders to fill such vacancy, or for the
balance of those nominees named without nomination of a substitute, or the Board
of Directors may be reduced in accordance with the Bylaws of the Company. The
Board of Directors has no reason to believe that any of the persons named will
be unable or unwilling to serve as a nominee or as a director if elected.

In respect of such nominees, the following information is furnished:

Douglas G. Smith, age 44, founded the Company in June 1987 and has
continuously served as Chairman of the Board, President and Chief Executive
Officer. From 1985 to 1987, he was one of four professionals in a small venture
capital fund focusing on opportunities in the electronic information industry.
From 1980 to 1985, he founded and managed the Investment Data Systems Division
of Strategic Information (a division of Ziff-Davis Publishing). He received his
M.B.A. from the Harvard Business School, an M.A. from Oxford University and his
B.A. from Georgetown University.

George F. Schmitt, age 54, has served as President of Omnipoint
Communications Services, LLC, a subsidiary of the Company ("OCS"), since January
1997, when OCS was established, and President of Omnipoint Communications Inc.
("OCI"), also a subsidiary of the Company, Executive Vice President of the
Company and Director since October 1, 1995. Prior to joining Omnipoint, from
November 1994 to September 1995, Mr. Schmitt was President and Chief Executive
Officer of PCS PrimeCo, a personal communications service partnership formed by
AirTouch Communications, Inc. ("AirTouch"), Bell Atlantic Corporation, NYNEX
Corporation and US West Inc. From November 1993 to November 1994, Mr. Schmitt
was Executive Vice President, International Operations of AirTouch. From January
1990 to March 1994 he served as Vice President of Pacific Telesis Group, a
predecessor to AirTouch, and was given the responsibility of building and
operating the first digital cellular system in the world, the D2 GSM network in
Germany in 1990. Prior to January 1990, Mr. Schmitt held various management
positions with Pacific Telesis Group and Pacific Bell. Mr. Schmitt is a member
of the Board of Directors of Objective Systems Integrators, Inc. Mr. Schmitt
received his MSM degree from Stanford and a B.A. from St. Mary's College of
California.

Richard L. Fields, age 41, has served as a Director of the Company
since September 1991. Since February 1994, Mr. Fields has been a Managing
Director and Executive Vice President of Allen & Company Incorporated ("Allen"),
and prior to such time he was a Vice President of Allen.

Paul J. Finnegan, age 45, has served as a Director of the Company
since August 1993. Since January 1993, Mr. Finnegan has been Vice President of
Madison Dearborn Partners, Inc., the general partner of the general partner of
Madison Dearborn Capital Partners, L.P. Previously, he served in various
positions at First Capital Corporation of Chicago and its affiliates. Mr.
Finnegan currently serves as a director of The Skyline Fund.

Evelyn Goldfine, age 51, has served as a Director of the Company since
October 1991. Ms. Goldfine is a private venture investor who joined the Company
as Director of Administration in 1990, and became Chief Administrative Officer
in 1994. She is a certified public accountant and holds a B.A. degree from the
City University of New York and an accounting degree from Bentley College.

Arjun Gupta, age 37, has served as a Director of the Company since
August 1995. Mr. Gupta is a partner of TeleSoft Partners, which he founded in
January 1997. From August 1994 to December 1996, Mr. Gupta was a Vice President
of Chatterjee Management Company. From November 1993 to July 1994, Mr. Gupta was
a private consultant. Prior to that, from June 1993 he was with Kleiner Perkins
Caufield & Byers and from October 1989 through June 1993, Mr. Gupta was with
McKinsey & Company.

James N. Perry, Jr., age 37, has been a Director of the Company since
August 1993. In January 1993, he became Vice President of Madison Dearborn
Partners, Inc. Previously, Mr. Perry served in various positions at First
Capital Corporation of Chicago and its affiliates. Mr. Perry currently serves as
a director of Clearnet Communications, Inc.

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PRE 14A 5th Page of 22 TOC 1st Previous Next ↓Bottom Just 5th
James J. Ross, age 59, has been Vice-Chairman of the Board since 1989.
Mr. Ross is a private venture investor. Since February 1995, Mr. Ross has been
Of Counsel in the law firm of Becker Ross Stone DeStefano & Klein and prior to
such time, he was a partner at such firm.

Unless marked otherwise, proxies received will be voted FOR the
election of each of the nominees named above.

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF ALL
NOMINEES NAMED ABOVE.

THE BOARD OF DIRECTORS AND COMMITTEES

The Company's Board of Directors met seven times during 1997. Except
for Mr. Finnegan, all of the directors attended more than 75% of all meetings of
the Board of Directors and meetings of committees of the Board of Directors on
which such directors served.

The Audit Committee consists of Messrs. Finnegan and Ross and met four
times during 1997. This Committee reviews and supervises the financial controls
of the Company, including selecting the firm of independent accountants to audit
the financial statements of the Company and monitoring the effectiveness of the
audit effort and the Company's financial and accounting organization and
financial reporting.

The Compensation Committee consists of Messrs. Fields, Gupta and Perry
and met four times during 1997. This Committee establishes and reviews annually
the Company's general compensation policies applicable to the Company's
executive officers, reviews and approves the level of compensation awarded to
the Company's Chief Executive Officer and other executive officers, and prepares
and delivers annually to the Board of Directors a report disclosing compensation
policies applicable to the Company's executive officers and the bases for the
Chief Executive Officer's compensation during the last fiscal year. The
Compensation Committee also administers the Company's Amended and Restated 1990
Stock Option Plan and the Omnipoint 1997 Omnibus Stock Plan. In addition, the
Compensation Committee determines the recipients and terms of any non-plan
grants, sales and awards of the Company's securities to employees, officers,
directors and consultants of the Company.

The Board of Directors currently does not have a nominating committee
or a committee performing the functions of a nominating committee. Although
there are no formal procedures for stockholders to nominate persons to serve as
directors, the Board of Directors will consider recommendations from
stockholders, which should be addressed to Edwin M. Martin, Jr., Secretary of
the Company, at the Company's address.

Directors do not receive any fees for service on the Board of
Directors. Non-employee directors are reimbursed for their out-of-pocket travel
expenses for each Board of Directors and Committee meeting attended. Mr. Ross
provides for a fee consulting services involving business development and
investor and government relations.

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PRE 14A 6th Page of 22 TOC 1st Previous Next ↓Bottom Just 6th
EXECUTIVE OFFICERS

The executive officers of the Company as of the date of this Proxy
Statement are listed and described below.

[Download Table]

NAME AGE POSITION

Douglas G. Smith 44 Chairman of the Board, President,
Chief Executive Officer
George F. Schmitt 54 Executive Vice President, President OCS
Evelyn Goldfine 51 Chief Administrative Officer
Kjell S. Andersson 55 Executive Vice President
Gary D. Cuccio 51 Chief Operating Officer, OCS
Bradley E. Sparks 51 Chief Financial Officer
Harry Plonskier 45 Vice President-Finance, OCS

Douglas G. Smith, Mr. Smith's business experience is described under
Proposal No. 1 -- Election of Directors.

George F. Schmitt, Mr. Schmitt's business experience is described
under Proposal No. 1 -- Election of Directors.

Evelyn Goldfine, Mrs. Goldfine's business experience is described
under Proposal No. 1 -- Election of Directors.

Kjell S. Andersson, age 55, has served as Executive Vice President of
Omnipoint Corporation and President of the Technology Division since February
1997. Prior to joining the Company, he was Executive Vice President and General
Manager of Ericsson Radio Systems AB for five years. Before that, he was
President and CEO of Ericsson Radio Access AB, which designed, produced, and
distributed radio base stations. From 1982 to 1990, Mr. Andersson served in
various executive level positions with Ericsson Radar Electronics AB and prior
to that, spent nine years in engineering, marketing and general management
positions with SATT Electronics AB. Mr. Andersson holds an MSc degree in
Electronic Engineering from the Royal Institute of Technology in Stockholm.

Gary D. Cuccio, age 51, has served as Chief Operating Officer of OCS
since March 1997. Prior to joining the Company from [date], he was Vice
President of International Operations of AirTouch for Asia and Europe. He
managed AirTouch's wireless investments for several countries including Spain,
Sweden, Italy, Japan and India. From [date], Mr. Cuccio was the Chief Operations
Officer with Belgacom (Belgium) Mobile. Prior to that, he was Vice President of
Sales and Marketing of Pacific Bell. Mr. Cuccio holds a B.A. degree from
California State University Los Angeles, and an M.B.A. degree from St. Mary's
College.

Bradley E. Sparks, age 51, became the Chief Financial Officer of
Omnipoint Corporation in April 1995. Prior to that time, he was employed with
MCI Communications Corporation, an international telecommunications company
where from 1993 to 1995, he held the position of Vice President and Controller
and, from 1988 to 1993, served as Vice President and Treasurer. Prior to MCI, he
worked for Ryder System, Inc. for over twelve years in various financial
management positions. Mr. Sparks holds a B.S. degree from the U.S. Military
Academy at West Point and a M.S. degree in Management from the Alfred P. Sloan
School of Management at MIT. He is a certified public accountant.

Harry Plonskier, age 45, became Vice President, Finance of Omnipoint
Communications Inc. in July 1994, and Vice President, Finance of OCS since
January 1997. From 1986 to 1992 Mr. Plonskier served as Chief Financial
Officer of Cellular One of New York (the McCaw/LIN cellular system) and prior
to that, he served as Controller. Mr. Plonskier holds a B.A. and an M.B.A.
from the University of Michigan.

All executive officers hold office until their successors are
appointed.

There are no family relationships among any of the directors or
executive officers of the Company.

-4-

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EXECUTIVE COMPENSATION

The following table sets forth certain annual compensation information
for the Company's Chief Executive Officer and the other four most highly paid
executive officers of the Company whose annual salary exceeded $100,000 as of
December 31, 1997 (collectively, the "Named Officers").

SUMMARY COMPENSATION TABLE

[Enlarge/Download Table]

LONG-TERM COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------------------------------------------ ------------------------
RESTRICTED OPTIONS
NAME AND OTHER ANNUAL STOCK (IN NUMBER
PRINCIPAL POSITION YEAR SALARY BONUS(1) COMPENSATION(2) AWARDS OF SHARES)
----------------------------------------- ------- ----------- -------------- ---------------- ----------- -----------

Douglas G. Smith......................... 1997 $214,130 $147,615(3) $32,730 -- --
President and Chief Executive Officer 1996 212,500 127,500 27,300 -- --
1995 175,625 100,350 28,928 -- --

George F. Schmitt........................ 1997 223,270 127,500 720 -- --
Executive Vice President and 1996 212,500 127,500 7,750 -- --
President of Omnipoint 1995 36,458(4) 50,000 -- $ 0(5) 1,062,500
Communications Services, LLC

Kjell S. Andersson....................... 1997 188,654(6) 54,000 92,678(7) -- 192,000
Executive Vice President 1996 -- -- -- -- --
and President of 1995 -- -- -- -- --
Omnipoint Technology, Inc.

Gary Cuccio.............................. 1997 182,885 24,395 7,358(8) -- 95,000
Chief Operating Officer 1996 43,750(9) 39,710 -- -- --
of Omnipoint Communications 1995 -- -- -- -- --
Services, LLC

Bradley E. Sparks........................ 1997 170,230(10) 45,104 7,000 16,250 --
Chief Financial Officer 1996 154,896 40,000 19,875(11) -- --
1995 100,938 28,500 5,298 0(12) 100,000

(1) The Company's executive officers are eligible for annual cash bonuses. Such
bonuses are generally based upon achievement of corporate and individual
performance objectives determined by the Compensation Committee; however,
certain bonuses are specified in employment agreements.
(2) Includes amounts reimbursed in connection with a supplemental benefit
program and premiums on life insurance.
(3) Includes bonus earned in 1996 based on performance goals and paid in 1997.
(4) Mr. Schmitt joined the Company in October 1995. His annual salary for
fiscal 1995 would have been $175,000 if he were with the Company for the
entire year.
(5) Represents 125,000 shares of Common Stock at a value of $6.00 per share on
the date of the restricted stock grant, net of $6.00 per share paid by the
Named Officer. The aggregate value of such shares at December 31, 1995,
based on a fair market value of $14.00 per share, net of consideration, was
$1 million.
(6) Mr. Andersson joined the Company in February 1997. His annual salary for
fiscal 1997 would have been $225,000 if he were with the Company for the
entire year.
(7) Includes $92,678 reimbursement for moving expenses.
(8) Includes $6,638 reimbursement for moving expenses.
(9) Mr. Cuccio joined the Company in September 1996. His annual salary for
fiscal 1996 would have been $175,000 if he were with the Company for the
entire year.
(10) Mr. Sparks received a salary increase in March 1998, which was retroactive
to April 1997. Such retroactive amounts are included as though actually
paid in 1997.
(11) Includes $16,275 for forgiveness of a loan in accordance with Mr. Sparks'
employment agreement. See "Employment Agreements."

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(12) Represents 12,500 shares of Common Stock at a value of $6.00 per share on
the date of the restricted stock grant, net of $6.00 per share paid by the
Named Officer. Such shares vest in annual installments over five years,
beginning April 1996. The aggregate value of such shares at December 31,
1995, based on a fair market value of $14.00 per share, net of
consideration, was $100,000.

The following table contains further information concerning the stock option
grants made to each of the Named Officers during the fiscal year ended December
31, 1997.

OPTION GRANTS IN LAST FISCAL YEAR(1)

[Enlarge/Download Table]

INDIVIDUAL GRANTS
---------------------------------------------------------------
NUMBER OF POTENTIAL REALIZABLE VALUE AT ASSUMED
SECURITIES % OF TOTAL ANNUAL RATES OF STOCK PRICE APPRECIATION
UNDERLYING OPTIONS GRANTED EXERCISE OR FOR OPTION TERM ($)(3)
OPTIONS TO EMPLOYEES IN BASE PRICE EXPIRATION -----------------------------------------
NAME GRANTED (1) FISCAL YEAR (2) ($/SH) DATE 0% 5% 10%
----------------------- ----------------- ------------------ ------------ ---------- ------------ ------------ -------------

Douglas G. Smith -- -- -- -- -- -- --
George Schmitt -- -- -- -- -- -- --
Kjell S. Andersson 80,000 $16.00 6/12/2007 -- $628,133 $1,620,275
112,000 7.3% 26.00 6/12/2007 -- -- 1,148,385
Gary D. Cuccio 40,000 16.00 5/29/2007 -- 223,904 673,094
45,000 26.00 9/16/2007 -- 487,982 1,350,057
10,000 3.6% 0.01 7/1/2007 $156,150 242,295 368,329
Bradley E. Sparks -- -- -- -- -- -- --

(1) Stock options vest over five years, 20% in the first year and on an annual
basis thereafter, provided that such officer remains continuously employed
by the Company.
(2) Based on options to purchase 2,674,636 shares granted in fiscal 1997.
(3) These amounts are based on compounded annual rates of stock price
appreciation of five and ten percent over the 10-year term of the options,
are mandated by rules of the Securities and Exchange Commission and are not
indicative of expected stock performance. Actual gains, if any, on stock
option exercises are dependent on future performance of the Common Stock,
overall market conditions, as well as the option holders' continued
employment throughout the vesting period. The amounts reflected in this
table may not necessarily be achieved or may be exceeded. The indicated
amounts are net of the option exercise price but before taxes that may be
payable upon exercise.

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The following table sets forth certain information regarding options to
purchase Common Stock held as of December 31, 1997 by each of the Named
Officers.

AGGREGATED OPTION/SAR EXERCISES

IN LAST FISCAL YEAR AND FY-END OPTIONS/SAR VALUES

[Enlarge/Download Table]

SHARES VALUE NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
ACQUIRED ON REALIZED UNEXERCISED OPTIONS AT FISCAL IN-THE-MONEY OPTIONS AT
EXERCISE ($) YEAR END 1997 FISCAL YEAR END 1997 ($) (1)
----------- --------- -------------------------------------- --------------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
-------------------- ----------------- ------------------- ----------------- -------------------

Douglas G. Smith 0 0 0 0 0 0
George F. Schmitt 33,330 $425,999 229,170 800,000 $2,806,307 $6,790,625
Kjell S. Andersson 0 0 0 216,000 0 580,000
Gary D. Cuccio 0 0 8,000 87,000 58,000 464,000
Evelyn Goldfine 0 0 245,910 15,165 5,539,410 261,596
Bradley E. Sparks 0 0 53,300 46,700 919,425 805,575

______________

(1) Calculated on the basis of $23.25 per share, the fair market value of the
Common Stock at December 31, 1997, less the exercise price payable for such
shares, multiplied by the number of shares underlying the option.

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EMPLOYMENT AGREEMENTS

The Company entered into an employment agreement with Mr. Schmitt effective
October 1, 1995, which currently provides for an annual salary of $225,000, Mr.
Schmitt serves as President of OCI and Executive Vice President of the Company.
Mr. Schmitt is eligible for an annual bonus of up to $50,000 or such greater
amount as determined by the Compensation Committee. In the event the agreement
is terminated without cause by the Company or upon the occurrence of certain
events, for a period of up to two years following termination, Mr. Schmitt is
entitled to receive severance compensation in the amount of the base salary,
bonus compensation and medical benefits for the most recent 12-month period
which would otherwise be payable to Mr. Schmitt. Mr. Schmitt's employment
agreement also provides for forgiveness of the principal and interest payments
due under a note from Mr. Schmitt to the Company for the purchase of 125,000
shares of Common Stock. See "Certain Relationships and Related Transactions-
Loans to Certain Officers." Mr. Schmitt's shares are subject to a five year
repurchase option (a "Five-Year Repurchase Option") by the Company with respect
to 60% of his shares that declines by 20% on each October 1 beginning in 1998.
Mr. Schmitt's employment agreement provides that during the employment period
and for two years thereafter, Mr. Schmitt will not engage in the business of
providing wireless personal communication services anywhere in the territory
covering the New York MTA or other geographic regions covered by licenses for
which Mr. Schmitt has managerial responsibility.

The Company granted to Mr. Schmitt an option to purchase 437,500 shares at a
purchase price of $6.00 per share; an option to purchase 250,000 shares at a
purchase price of $16.00 per share; an option to purchase 250,000 shares at a
purchase price of $20.00 per share and an option to purchase 125,000 shares at a
purchase price of $24.00 per share. All options vest in annual installments over
a five year period except the 125,000 share option which vests as to 12,500
shares on the first anniversary of the grant, 25,000 shares on each of the next
four anniversaries and 12,500 shares on the sixth anniversary.

The Company entered into an employment agreement with Mr. Andersson effective
November 3, 1996, which currently provides for an annual salary of $225,000
(which shall be increased by a minimum of 5% each year), in addition to certain
other benefits. The term of employment under the agreement is five years which
commenced on February 2, 1997. Mr. Andersson is eligible for an annual bonus in
an amount up to 100% of his salary. In the event the agreement is terminated
without cause by the Company or upon the occurrence of certain events, for a
period of two years following termination, Mr. Andersson is entitled to receive
severance compensation in the amount of the base salary, bonus compensation and
medical benefits for the most recent 12-month period which would otherwise be
payable to Mr. Andersson. Mr. Andersson's employment agreement also provides
for the forgiveness of the principal and interest payments due under a note from
Mr. Andersson to the Company for the purchase of 60,000 shares of Common Stock.
See "Certain Relationships and Related Transactions-Loans to Certain Officers."
Mr. Andersson's shares are subject to a Five-Year Repurchase Option by the
Company.

The Company and OCS entered into an employment agreement with Mr. Cuccio
effective September 1, 1996, pursuant to which Mr. Cuccio serves as Chief
Operating Officer of OCS. The agreement currently provides for an annual salary
of $190,000, in addition to certain other benefits. Mr. Cuccio is entitled to
participate in all benefit programs that the Company establishes and makes
available to its full-time employees, subject to any eligibility requirements,
Mr. Cuccio may be terminated at any time by the Company with or without cause.
In 1997, Mr. Cuccio was granted an option to purchase 95,000 shares of the
Company's Common Stock. In the event Mr. Cuccio's employment agreement is
terminated without cause by the Company, the option held by Mr. Cuccio will vest
immediately upon such termination.

On April 17, 1995, Mr. Sparks entered into an employment agreement with the
Company, pursuant to which Mr. Sparks serves as Vice President, Finance and
Chief Financial Officer of the Company. The agreement currently provides for an
annual base salary of $174,000, in addition to certain other benefits. Mr.
Sparks participates in the Executive Bonus Plan whereby he is eligible for
annual bonus payments in an amount up to 20% of his base salary, at the
discretion of the Chief Executive Officer and the Board of Directors. See
"Executive Compensation - Executive Bonus Plan." Upon termination of the
agreement by the Company without cause, Mr. Sparks is entitled to receive the
compensation and benefits which would otherwise be payable to Mr. Sparks for a
maximum of six months following such termination. Mr. Sparks' employment
agreement provides for annual forgiveness of the principal and interest payments
due under a note from Mr. Sparks to the Company for the purchase of 12,500
shares of Common Stock. See "Certain Relationships and Related Transactions-
Loans to Certain Officers." Mr. Sparks' shares are subject to a Five-Year
Repurchase Option. The

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Company granted Mr. Sparks an option to purchase 100,000 shares at a purchase
price of $6.00 per share, vesting over a five year period. Out of the 100,000
options, Mr. Sparks has 80,030 options outstanding as of March 31, 1998.

Each of Messrs. Andersson's, Schmitt's, Cuccio's, and Sparks' employment
agreements provides that the agreement may be terminated by the employee upon 30
days prior written notice, or by the Company upon seven days prior written
notice. Additionally, Mr. Andersson's employment agreement contains a general
noncompete provision applicable during the employment period and for two years
thereafter, which prohibits him from engaging in any business anywhere in the
world that provides equipment or services that are being provided by or are
under development by OTI at the time he ceases employment with the Company. Mr.
Schmitt's agreement provides in addition to the two year non-compete described
above, a 180 day general non-compete. Mr. Cuccio's and Sparks' employment
agreement contains a one year general noncompete provision, which prohibits the
employee from directly or indirectly engaging in the business of the Company,
and from soliciting the employees, clients or customers of the Company. Such
noncompetition provision is not violated by the employee's ownership of less
than 1% of the outstanding stock of a publicly held corporation.

EXECUTIVE BONUS PLAN

Senior managers of the Company are eligible to receive an annual cash bonus
award, targeted at an average of 20% of annual base compensation. Each eligible
manager is measured against individually established goals and objectives that
will determine the award.

COMPENSATION COMMITTEE REPORT ON
EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors is responsible for
establishing compensation policies with respect to the Company's executive
officers, including the Chief Executive Officer and the other executive
officers, and setting the compensation for these individuals. The Compensation
Committee consists of Messrs. Perry, Fields and Gupta.

The Compensation Committee seeks to achieve three broad goals in connection
with the Company's executive compensation programs and decisions regarding
individual compensation. First, the Compensation Committee structures executive
compensation programs in a manner that the Committee believes will enable the
Company to attract and retain key executives. Second, the Compensation
Committee establishes compensation programs that are designed to reward
executives for the achievement of specified business objectives of the Company.
By tying compensation in part to particular goals, the Compensation Committee
believes that a performance-oriented environment is created for the Company's
executives. Finally, the Company's executive compensation programs are intended
to provide executives with an equity interest in the Company so as to link a
portion of the compensation of the Company's executives with the performance of
the Company's Common Stock.

There are two main types of executive compensation:

1. Annual Compensation: Annual compensation includes base salary and an
annual cash bonus. In establishing base salaries for executives, the
Compensation Committee monitors standards at comparable companies, particularly
those that are in the same industry as the Company or related industries and/or
located in the same general geographical area as the Company, considers historic
salary levels of the individual and the nature of the individual's
responsibilities and compares the individual's base salary with those of other
executives at the Company. To the extent determined appropriate, the
Compensation Committee also considers general market conditions and the
Company's financial performance in establishing base salaries of executives.
The annual cash bonus is intended to motivate and award executive officers by
directly linking cash bonuses to specific aggressive individual and Company
performance targets. The actual amount of cash bonus earned by an executive
officer is determined by the Compensation Committee at the end of the Company's
fiscal year.

2. Long-Term Compensation: This includes stock options and other long-term
incentive awards based on Common Stock. The emphasis on long-term incentives is
intended to encourage executive officers to focus on the growth of the Company
since the value of these awards depends on the Company's performance and future
stock value. In

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1997, the Company granted long-term incentives in the form of stock options. In
deciding to award options, the Compensation Committee also considers the number
of options outstanding or previously granted and the aggregate size of current
awards.

For the year ended December 31, 1997, increases in the base salaries and
bonuses of the Chief Executive Officer and the other named executive officers,
were tied to performance-oriented goals set by the Compensation Committee
earlier in the year. The Chief Executive Officer, as well as the other named
executive officers met or exceeded performance goals established by the
Compensation Committee for 1997, including among other achievements, the
successful completion of several significant debt financings.

Based on its evaluation of the performance of the executive officers, the
Compensation Committee believes that the Company's executive officers are
committed to achieving positive long-term financial performance and enhance
shareholder value, and that the compensation policies and programs discussed in
this report have motivated the Company's executive officers to work toward these
goals.

Section 162(m) of the Internal Revenue Code of 1986 (the "Code") limits the
Company's Federal income tax deduction for certain executive compensation in
excess of $1 million paid to Chief Executive Officer and the four next highest
paid named executive officers. The $1 million deduction limit does not apply,
however, to "performance-based compensation" as that term is defined in Section
162(m)(4)(C) of the Code and the regulations promulgated thereunder. The
Company does not anticipate that compensation payable to any executive officer
will exceed $1 million for fiscal 1998.

The Committee recognizes the possibility that at times, the amount of the base
salary of a named executive officer, and other compensation not described in the
preceding paragraph, may exceed $1 million and therefore may not be fully
deductible for Federal income tax purposes. The Committee will make a
determination at any such time whether to authorize the payment of such amounts
without regard to deductibility or whether the terms of such payment should be
modified as to preserve any deduction otherwise available.

James N. Perry, Jr.
Richard L. Fields
Arjun Gupta

COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION

The Compensation Committee was formed in October 1995, and the members of the
committee are Messrs. Perry, Fields and Gupta. None of the members was at any
time during the fiscal year ended December 31, 1997, or at any other time, an
officer or employee of the Company. No executive officer of the Company serves
as a member of the board of directors or compensation committee of any entity
that has one or more executive officers serving as members of the Company's
Board of Directors or Compensation Committee.

PERFORMANCE GRAPH

The following graph shows a 24 month comparison of cumulative total return on
the Company's Common Stock, based on the market price of the Common Stock
assuming reinvestment of dividends, with a comparable return of the S&P 500
Index (the "S&P 500") and the CRSP Index of the Nasdaq Telecommunications Stocks
(the "CRSP"), for the period beginning January 26, 1996, the day Omnipoint
Corporation's Common Stock began trading, through December 31, 1997.

COMPARISON OF 24 MONTH CUMULATIVE TOTAL RETURN AMONG OMNIPOINT CORPORATION,
THE S&P 500 INDEX AND THE CRSP INDEX

[Download Table]

OMNIPOINT S&P 500 CRSP

JAN-96 100 100 100
MAR-96 121 104 105
JUN-96 124 109 108
SEP-96 139 111 104
DEC-96 92 119 104
MAR-97 46 122 97
JUN-97 79 142 119
SEP-97 104 152 139
DEC-97 111 156 147

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------

The following table sets forth certain information regarding beneficial
ownership of the Common Stock as of March 31, 1998, by: (i) each person who is
known by the Company to own beneficially more than 5% of the Common Stock; (ii)
each of the Company's directors; (iii) each of the Named Officers; and (iv) all
current officers and directors as a group. Unless otherwise indicated, each
person has sole voting power and investment power with respect to the shares
attributed to them.

[Enlarge/Download Table]

COMMON STOCK
BENEFICIALLY OWNED
AS OF
MARCH 31, 1998(1)
-----------------
NUMBER OF
BENEFICIAL OWNER SHARES PERCENT
--------------------------------------------------------- ---------- -----------------

Avance Capital (2)....................................... 7,771,011 14.80%
Madison Dearborn Capital Partners, L.P. (3).............. 6,190,156 11.74
Allen & Company Incorporated (4)......................... 3,835,717 7.13
Ark Asset Management Co. (5)............................. 4,025,000 7.66
Kjell S. Andersson (6)(16)............................... 103,400 *
Gary D. Cuccio (7)(16)................................... 9,220 *
Richard Fields (8)....................................... 4,276,835 7.92
Paul J. Finnegan (9)..................................... 6,190,156 11.74
Evelyn R. Goldfine (10)(16).............................. 336,007 *
Arjun Gupta.............................................. 0 *
James N. Perry, Jr. (11)................................. 6,190,156 11.74
James J. Ross (12)....................................... 1,714,420 3.21
George F. Schmitt (13)(16)............................... 394,578 *
Douglas G. Smith (14)(16)................................. 10,146,011 19.32
Bradley Sparks (15)(16).................................. 42,023 *
All officers and directors as a group (12 persons) (17).. 23,254,634 41.99

-------
* Less than one percent.

(1) As of March 31, 1998, the Company had outstanding 52,516,273 shares of
Common Stock. Amounts include outstanding options or warrants which are
exercisable within 60 days of March 31, 1998.
(2) Avance Capital is a sole proprietorship. Mr. Smith has voting and
investment power with respect to these shares. Its address is 3 Bethesda
Metro Center, Suite 400, Bethesda, MD 20814.
(3) Includes 229,167 shares of Common Stock issuable upon exercise of
outstanding warrants. All of such shares are held of record by Madison
Dearborn Capital Partners, L.P. ("MDCP"). MDCP is a limited partnership.
Madison Dearborn Partners, L.P. ("MDP") is the general partner of MDCP.
Investment and voting control over securities owned by MDCP is shared by a
committee of the limited partners of MDP (the "L.P. Committee"). Madison
Dearborn Partners Inc. ("MDP Inc.") is the general partner of MDP and
exercises voting control over securities owned directly or indirectly by
MDP. The address of MDCP is Three First National Plaza, Suite 1330,
Chicago, Illinois 60602.
(4) Includes 1,300,603 shares of Common Stock issuable upon exercise of
outstanding warrants. Allen disclaims beneficial ownership of 317,368
shares and 123,750 shares issuable upon exercise of options which are
beneficially owned by certain officers of Allen and related persons.
Allen's address is 711 Fifth Avenue, New York, NY 10022.
(5) The address of Ark Asset management Co., Inc. is One New York Plaza, New
York, NY 10004.
(6) Includes 38,400 shares of Common Stock issuable upon exercise of
outstanding options.
(7) Includes 8,000 shares of Common Stock issuable upon exercise of outstanding
options.
(8) Includes 3,835,717 shares owned by Allen (including shares issuable upon
exercise of outstanding warrants as described in Note 4) held by Allen and
123,750 shares of Common Stock issuable upon exercise of outstanding
options. Mr. Fields is a Managing Director of Allen. Of such amounts, Mr.
Fields does not exercise voting or investment power over, and disclaims
beneficial ownership of, the 2,535,114 shares and 1,300,603 shares issuable
upon exercise of outstanding warrants which are held by Allen.

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(9) All of such shares are held of record by MDCP. Mr. Finnegan is a member of
the L.P. Committee. Mr. Finnegan may therefore be deemed to share
investment control with respect to the shares of Common Stock owned by MDCP
and may therefore be deemed to have beneficial ownership of shares of
Common Stock owned by MDCP. The business address of Mr. Finnegan is c/o MDP
Inc., Three First National Plaza, Suite 1330, Chicago, Illinois 60602.
(10) Includes 250,924 shares of Common Stock issuable upon exercise of
outstanding options; 1,250 shares held in a family trust; and 78,025 shares
held in a family limited partnership. Ms. Goldfine is the general partner
in such partnership and has sole voting and investment power with regard to
the 78,025 shares so held.
(11) All of such shares are held of record by MDCP. Mr. Perry is a member of
the L.P. Committee. Mr. Perry may therefore be deemed to share investment
control with respect to the shares of Common Stock owned by MDCP and may
therefore be deemed to have beneficial ownership of shares of Common Stock
owned by MDCP. The business address of Mr. Perry is c/o MDP Inc., Three
First National Plaza, Suite 1330, Chicago, Illinois 60602.
(12) Includes 840,875 shares of Common Stock issuable upon exercise of
outstanding options held by Mr. Ross and 286,100 shares held in trust for
Mr. Ross' children. With respect to shares held in trust for his children,
Mr. Ross has sole voting and investment power. As a result, Mr. Ross may be
deemed to be the beneficial owner of such shares. Mr. Ross' address is c/o
Becker Ross Stone DeStefano & Klein, 317 Madison Avenue, New York, NY
10017.
(13) Includes 229, 170 shares of Common Stock issuable upon exercise of
outstanding options.
(14) Includes 31,720 shares owned by Mr. Smith's minor children; 7,771,011
shares held by Avance Capital, a sole proprietorship; and 937,341 shares
held in a trust. Mr. Smith does not exercise voting or investment power
over, and disclaims beneficial ownership of, the shares held in the trust.
Mr. Smith has voting and investment power with respect to the other shares.
(15) Includes 400 shares held as custodian for Mr. Sparks' minor child and
33,600 shares of Common Stock issuable upon exercise of outstanding
options.
(16) The address of each of Mr. Andersson, Mr. Cuccio, Ms. Goldfine, Mr.
Schmitt, Mr. Smith and Mr. Sparks, is c/o Omnipoint Corporation, 3 Bethesda
Metro Center, Suite 400, Bethesda, MD 20814.
(17) Includes 2,863,019 shares issuable upon exercise of outstanding options and
warrants.

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PROPOSAL NO. 2: APPROVAL OF AMENDMENT
TO THE COMPANY'S AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION

The Company's stockholders are being requested to approve an amendment to
the Company's Amended and Restated Certificate of Incorporation (the
"Certificate"), the full text of which is set forth in Exhibit A to this Proxy
Statement, (i) increasing the number of authorized shares of Common Stock from
75,000,000 to 200,000,000 and (ii) increasing the number of authorized shares of
Preferred Stock from 5,000,000 to 10,000,000. If this Proposal 2 is approved,
the Company's authorized capital stock will consist of 200,000,000 shares of
Common Stock and 10,000,000 shares of Preferred Stock. The Company has no
present intention to issue any of the additional shares of Common stock or
Preferred Stock being authorized hereby.

As of April 15, 1998, the Company has available 22,479,657 shares of Common
Stock and 5,000,000 shares of Preferred Stock authorized for issuance, and,
accordingly, management and the Board of Directors believe an increase in the
number of shares of both Common Stock and Preferred Stock authorized to be
issued is prudent. The shares of Common Stock and Preferred Stock to be
authorized pursuant to the amendment would be available for possible future
public offerings of equity, stock dividends or splits, financing and acquisition
transactions, management incentives and employee benefit plans and other
corporate purposes. The additional shares available for issuance would give the
Company greater flexibility and allow shares of Common Stock and Preferred Stock
to be issued without the delay of a special stockholders' meeting. The shares
of Common Stock and Preferred Stock would be available for issuance without
further action of the stockholders unless such action is required by applicable
law or the rules of any stock exchange on which the Company securities may be
listed.

The proposed amendment to the Company's Amended and Restated Certificate of
Incorporation to increase the number of authorized shares of Common Stock and
Preferred Stock may be viewed as having the possible effect of diluting the
stock ownership of current stockholders, as well as discouraging, under certain
circumstances, an unsolicited attempt by another person or entity to acquire
control of the Company. Although the Board of Directors has no present
intention of doing so, the Company's authorized but unissued Common Stock and
Preferred Stock could be issued in one or more transactions which would make a
takeover of the Company more difficult or costly, and less likely. Moreover,
authorized shares of Common Stock and Preferred Stock can be implemented to
allow for the issuance of rights to purchase such shares, with such rights
having terms designated to encourage potential acquirers of the Company to
negotiate with the Company's Board of Directors. Such issuances could also
enhance the ability of officers and directors to retain their positions. The
amendment is not being proposed in response to any effort of which the Company
is aware to obtain control of the Company, nor is the Board of Directors
currently proposing to the stockholders any anti-takeover measures.

The Board of Directors recommends that the stockholders vote FOR approval
of the proposed amendments to increase the number of shares of Common Stock the
Company is authorized to issue to 200,000,000 shares and to increase the number
of shares of Preferred Stock the Company is authorized to issue to 10,000,000
shares.

REQUIRED VOTE

Amendment to the Amended and Restated Certificate of Incorporation requires
the affirmative vote of the holders of a majority of shares of the Company's
Common Stock present at the annual meeting in person or by proxy and entitled to
vote.

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE AMENDMENT TO THE AMENDED
AND RESTATED CERTIFICATE OF INCORPORATION.

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PROPOSAL NO. 3: 1997 OMNIBUS STOCK PLAN

The Company's 1997 Omnibus Stock Plan (the "Plan") is intended to promote
the long-term growth and profitability of the Company by providing key people
with incentives to improve shareholder value and contribute to the growth and
financial success of the Company, and by enabling the Company to attract, retain
and reward the best-available persons for positions of substantial
responsibility. The Plan became effective upon its approval by the stockholders
of the Company in May 1997.

In April 1998, the Board of Directors of the Company approved the increase
in the number of shares of Common Stock authorized for issuance by 2,500,000
shares, from a total of 2,500,000 shares to 5,000,000 shares. As of March 31,
1998, 36,365 shares will remain available for future grant under the Plan. The
Board approved the increase in the number of shares authorized for issuance to
ensure the continued availability of the Plan to attract, retain and motivate
employees, officers, directors and consultants of the Company and to enable such
individuals to participate in the long-term growth and financial success of the
Company.

If this proposal is adopted by the Company's stockholders, the first
sentence of Section 4 of the Company's 1997 Omnibus Stock Plan would be changed
to read as follows:

"Subject to adjustments as provided in Section 7(d) of the Plan, the
shares of Common Stock that may be issued with respect to Awards
granted under the Plan shall not exceed an aggregate of 5,000,000
shares of Common Stock."

Required Vote

Amendment to the 1997 Omnibus Stock Plan requires the affirmative vote of
the holders of a majority of shares of the Company's Common Stock present at the
Annual Meeting in person or by proxy and entitled to vote.

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE AMENDMENT TO THE 1997
OMNIBUS PLAN.

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PROPOSAL NO. 4: RATIFICATION OF APPOINTMENT OF AUDITORS

Coopers & Lybrand L.L.P. has served as the Company's independent auditors
since inception and has been selected by the Board as the Company's independent
auditors for the fiscal year ending December 31, 1998. In the event that
ratification of this selection of auditors is not approved by a majority of the
shares of Common Stock voting thereon, management will review its future
selection of auditors.

Representatives of Coopers & Lybrand L.L.P. are expected to be present at
the Annual Meeting and will have the opportunity to make a statement if they
desire to do so. They are also expected to be available to respond to
appropriate questions.

Unless marked to the contrary, proxies received will be voted FOR
ratification of the appointment of Coopers & Lybrand L.L.P. as the independent
auditors for the current year.

REQUIRED VOTE

The ratification of the appointment of Coopers & Lybrand L.L.P. as the
Company's independent auditors for the fiscal year ending December 31, 1998
requires the affirmative vote of the holders of a majority of the shares of the
Company's Common Stock present at the Annual Meeting in person or by proxy and
entitled to vote.

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE
APPOINTMENT OF COOPERS & LYBRAND L.L.P. AS THE COMPANY'S INDEPENDENT AUDITORS.

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STOCKHOLDER PROPOSALS

To be considered for presentation to the Annual Meeting of Stockholders to
be held in 1999, a stockholder proposal must be received by Edwin M. Martin,
Jr., Secretary, Omnipoint Corporation, 3 Bethesda Metro Center, Suite 400,
Bethesda, Maryland 20814, no later than December 18, 1998.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who own more than 10% of a registered class of the
Company's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission (the "SEC"). Officers,
directors and greater than 10% stockholders are required by SEC regulation to
furnish the Company with copies of all Section 16(a) reports they file.

SEC rules require the Company to disclose all known delinquent Section
16(a) filings by its officers, directors and 10% stockholders in this Proxy
Statement. Based solely on its review of the copies of reports received by it,
or written representations from certain reporting persons that no such reports
were required for those persons, the Company believes that, for the period
beginning January 1, 1997 through December 31, 1997, all filing requirements
applicable to its officers, directors, and greater than 10% beneficial owners
were complied with, except that Mr. Andersson did not timely file a Form 4.

OTHER MATTERS

The Board of Directors knows of no other business which will be presented
to the Annual Meeting. If any other business is properly brought before the
Annual Meeting, proxies in the enclosed form will be voted in respect thereof in
accordance with the judgments of the persons voting the proxies.

It is important that the proxies be returned promptly and that your shares
be represented. Stockholders are urged to sign, date and promptly return the
enclosed proxy card in the enclosed envelope.

A copy of the Company's 1997 Annual Report to Stockholders accompanies this
Proxy Statement. The Company has filed an Annual Report for its fiscal year
ended December 31, 1997 on Form 10-K with the Securities and Exchange
Commission. Stockholders may obtain, free of charge, a copy of the Form 10-K by
writing to Omnipoint Corporation, Attn: Investor Relations, 3 Bethesda Metro
Center, Suite 400, Bethesda, Maryland 20814.

By Order of the Board of Directors

Edwin M. Martin, Jr., Secretary

Dated: May 1, 1998
Bethesda, Maryland

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EXHIBIT A
----------

CERTIFICATE OF AMENDMENT
TO
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
OMNIPOINT COPRORATION

Pursuant to Section 242
of the General Corporation Law of
the State of Delaware
---------------------

Omnipoint Corporation (the "Corporation"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, does hereby certify as follows:

FIRST: In accordance Section 141(f) of the General Corporation Law of the
State of Delaware, the Board of Directors of the Corporation adopted resolutions
pursuant to Section 242 of the General Corporation Law of the State of Delaware,
setting forth an amendment to the Certificate of Incorporation of the
Corporation and declaring said amendment to be advisable. The stockholders of
the Corporation, duly approved the proposed amendment by the affirmative vote of
the holders of at least a majority of the Common Stock at the Annual Meeting of
Stockholders in accordance with Sections 211 and 242 of the General Corporation
Law of the State of Delaware. The resolution setting forth the amendment is as
follows:

RESOLVED: That paragraph A. of Article FOURTH of the Amended and Restated
---------
Certificate of Incorporation of the Corporation be deleted in its entirety and
the following paragraph shall be inserted in lieu thereof:

Authorized Capital. The total number of shares of stock which the
------------------
Corporation shall have authority to issue is (i) 200,000,000 shares of
Common Stock, $0.01 par value per share and (ii) 10,000,000 shares of
Preferred Stock, $0.01 par value per share.

SECOND: This amendment to the Amended and Restated Certificate of
Incorporation shall be effective as of the date set forth below.

THIRD: The foregoing amendment to the Amended and Restated Certificate of
Incorporation has been advised by the Board and approved by the holders of at
least a majority of the outstanding capital stock of the Corporation.

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IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by Douglas G. Smith, President, this ____ day of May, 1998.

_____________________________
Douglas G. Smith, President

PRE 14A 21st Page of 22 TOC 1st Previous Next ↓Bottom Just 21st
[Enlarge/Download Table]

------------------------------------------------------------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2, 3 AND 4. PLEASE MARK
YOUR VOTE AS [X]
INDICATED IN
THIS EXAMPLE

ITEM 1-ELECTION OF DIRECTORS Nominees: Richard L. Fields, Paul J. Finnegan, Evelyn Goldfine,
Arjun Gupta, James N. Perry, Jr., James J. Ross, George F. Schmitt,
FOR WITHHELD Douglas G. Smith
FOR ALL
WITHHELD FOR: (Write that nominee's name in the space provided below).
[_] [_]
_________________________________________________________________________

ITEM 2-ADOPTION OF AN AMENDMENT TO THE AMENDED AND
RESTATED CERTIFICATE OF INCORPORATION

FOR AGAINST ABSTAIN

[_] [_] [_]

ITEM 3-ADOPTION OF AN AMENDMENT TO THE PROXY CARD
1997 OMNIBUS STOCK PLAN

FOR AGAINST ABSTAIN

[_] [_] [_]

ITEM 4-APPOINTMENT OF INDEPENDENT AUDITORS

FOR AGAINST ABSTAIN

[_] [_] [_]

SIGNATURE__________________________________________________ SIGNATURE___________________________________________________________
NOTE: PLEASE SIGN AS NAME APPEARS HEREON. JOINT OWNERS SHOULD EACH SIGN. WHEN SIGNING AS ATTORNEY, ADMINISTRATOR, GUARANTOR OR
TRUSTEE, PLEASE INDICATE TITLE.
------------------------------------------------------------------------------------------------------------------------------------
FOLD AND DETACH HERE

PRE 14A Last Page of 22 TOC 1st Previous Next ↓Bottom Just 22nd
--------------------------------------------------------------------------------

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

OMNIPOINT CORPORATION

The undersigned hereby appoints Douglas G. Smith and Bradley E. Sparks
proxies, with power to act without the other and with power of substitution, and
hereby authorizes them to represent and vote, as designated on the other side,
all the shares of stock of Omnipoint Corporation standing in the name of the
undersigned with all powers which the undersigned would possess if present at
the Annual Meeting of Stockholders of the Company to be held May 27, 1998, at
9:30 a.m. local time, or any adjournment thereof.

(CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE)

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘PRE 14A’ Filing	Date	First	Last	Other Filings

	12/31/98	2	17	10-K405, 10-K405/A, NT 10-K
	12/18/98	18
For Period End:	5/27/98	2	22	DEF 14A
	5/1/98	2	18	DEF 14A
Filed on:	4/21/98
	4/15/98	2	15
	3/31/98	11	16	10-K405, 10-Q
	12/31/97	7	18	10-K/A, 10-K405
	4/15/97	3
	2/2/97	10
	1/1/97	18
	11/3/96	10
	9/1/96	10
	1/26/96	12
	12/31/95	7	8	10-K/A
	10/1/95	4	10
	4/17/95	10
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Filing Submission 0000928385-98-000787 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Omnipoint Corp/DE – ‘PRE 14A’ for 5/27/98

As of: Tuesday, 4/21/98 · For: 5/27/98 · Accession #: 928385-98-787 · File #: 0-27442

Preliminary Proxy Solicitation Material — Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Preliminary Proxy Solicitation Material — Schedule 14A
Filing Table of Contents