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): February 14, 2002
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 February 15, 2002, AirGate PCS, Inc., a Delaware corporation ("AirGate"),
issued a press release announcing reorganization and sales leadership changes
stemming from the restructuring of the sales organization of the territory
acquired in the recent acquisition of iPCS, Inc., a Delaware Corporation
("iPCS"). iPCS could have been in jeopardy of violating certain covenants under
the iPCS Senior Secured Credit Facility in the second half of 2002. iPCS amended
these covenants to ensure compliance and that the iPCS territory can achieve its
business objectives. The Fourth Amendment to Amended and Restated Credit
Agreement and Consent dated as of February 14, 2002, by and among iPCS Wireless,
Inc., iPCS Equipment, Inc., the Lenders and Toronto Dominion (Texas), Inc. as
administrative agent, is attached hereto as exhibit 10.1 and incorporated herein
by reference. The Press Release is attached hereto as exhibit 99.1 and is
incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
Exhibit No. Description
----------- -----------
10.1 Fourth Amendment to Amended and Restated Credit Agreement
and Consent dated as of February 14, 2002, by and among
iPCS Wireless, Inc., iPCS Equipment, Inc., the Lenders and
Toronto Dominion (Texas), Inc. as administrative agent.
99.1 Press Release issued by AirGate PCS, Inc. dated February 15,
2002 announcing reorganization and sales leadership changes.
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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: February 22, 2002 By: /s/ Alan B. Catherall
-----------------------------
Name: Alan B. Catherall
Title: Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
----------- -----------
10.1 Fourth Amendment to Amended and Restated Credit Agreement
and Consent dated as of February 14, 2002, by and among iPCS
Wireless, Inc., iPCS Equipment, Inc., the Lenders and
Toronto Dominion (Texas), Inc. as administrative agent.
99.1 Press Release issued by AirGate PCS, Inc. dated February 15,
2002 announcing reorganization and sales leadership changes.
4