Edgar Filing: ALAMOSA HOLDINGS INC

As filed with the Securities and Exchange Commission on February 27, 2004
Registration No. 333-
_______________________________________________________________________________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

ALAMOSA HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Delaware 75-2890997
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

5225 S. Loop 289, Lubbock, TX 79424
(Address of Principal Executive Offices) (Zip Code)

ALAMOSA HOLDINGS, INC. AMENDED AND RESTATED
1999 LONG TERM INCENTIVE PLAN

ALAMOSA HOLDINGS, INC. AMENDED AND RESTATED
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)

David E. Sharbutt
Chief Executive Officer
Alamosa Holdings, Inc.
5225 S. Loop 289
Lubbock, TX 79424
(Name and address of agent for service)

(806) 722-1100
(Telephone number, including area code, of agent for service)

Copy to:

Fred B. White, III, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3000
---------------------

CALCULATION OF REGISTRATION FEE

Proposed
Proposed Maximum
Title of Each Class of Maximum Amount of
Security To Be Registered Amount to be Offering Price Aggregate Offering Registration
Common stock, par value Registered Per Share (3) Price (3) Fee
-------------------------- -------------- --------------- ------------------- ----------------

$0.01 per share (4) 800,000 shares (1) $5.43 $4,344,000 $550.39

Common stock, par value
$0.01 per share (4) 200,000 shares (2) $5.43 $1,086,000 $137.60

Total 1,000,000 shares

(1) 800,000 additional shares of common stock of Alamosa Holdings, Inc.
(the "Company") are being registered pursuant to the Company's Amended
and Restated 1999 Long Term Incentive Plan (the "LTIP"). This
registration statement also covers such indeterminate amount of
securities as may be offered or sold pursuant to the terms of the LTIP
to prevent dilution, pursuant to Rule 416(a) under the Securities Act
of 1933, as amended (the "Securities Act").

(2) 200,000 additional shares of common stock of the Company are being
registered pursuant to the Company's Amended and Restated Employee
Stock Purchase Plan (the "ESPP"). This registration statement also
covers such indeterminate amount of securities as may be offered or
sold pursuant to the terms of the ESPP to prevent dilution, pursuant to
Rule 416(a) under the Securities Act.

(3) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and (h) under the Securities Act. The proposed
maximum offering price per share is based upon the average of the high
and low prices of the common stock on February 25, 2004, as reported on
the Over-the-Counter Bulletin Board.

(4) Includes associated rights to purchase Series A Preferred Stock, par
value $.01 per share, of the Company.

EXPLANATORY NOTE

This registration statement is being filed solely to
register the issuance of (i) up to 800,000 additional shares of common stock,
par value $0.01 per share ("Common Stock"), of Alamosa Holdings, Inc., a
Delaware corporation (the "Company"), pursuant to the Company's Amended and
Restated 1999 Long-Term Incentive Plan (the "LTIP"), and (ii) up to 200,000
additional shares of Common Stock pursuant to the Company's Employee Stock
Purchase Plan (the "ESPP" and, together with the LTIP, the "Plans"). The
Company previously filed a registration statement on Form S-8 (File No.
333-56430) on March 2, 2001, covering 13,600,000 shares of its Common Stock
initially authorized for issuance under the Plans. Pursuant to Article 5 of
the LTIP, as of December 31, 2003, the number of shares that may be delivered
pursuant to awards granted under the LTIP was increased by 800,000. Pursuant
to Article 11 of the ESPP, as of January 1, 2004, the number of shares that
may be delivered pursuant to awards granted under the ESPP was increased by
200,000. Pursuant to general instruction E to Form S-8, the contents of the
earlier registration statement are incorporated herein by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant hereby incorporates by reference into this
Registration Statement the following documents filed with the Securities and
Exchange Commission (the "Commission"):

(a) Annual Report on Form 10-K for the year ended December 31, 2002;
(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 2003;
(c) Quarterly Report on Form 10-Q for the quarter ended June 30, 2003;
(d) Quarterly Report on Form 10-Q for the quarter ended September 30, 2003;
(e) Current Report on Form 8-K, dated September 12, 2003;
(f) Current Report on Form 8-K, dated October 10, 2003;
(g) Current Report on Form 8-K, dated October 16, 2003;
(h) Current Report on Form 8-K, dated October 30, 2003;
(i) Current Report on Form 8-K, dated November 6, 2003;
(j) Current Report on Form 8-K, dated November 10, 2003;
(k) Current Report on Form 8-K, dated November 10, 2003;
(l) Current Report on Form 8-K, dated November 12, 2003;
(m) Current Report on Form 8-K, dated January 5, 2004;
(n) Current Report on Form 8-K, dated January 5, 2004;
(o) Current Report on Form 8-K, dated January 16, 2004;
(p) The description of the Common Stock contained in the Registrant's
prospectus filed pursuant to Rule 424(b)(1) on November 7, 2001 (the
"Prospectus"), which description is incorporated by reference in
Registrant's Registration Statement on Form 8-A, filed with the
Commission on November 27, 2001, pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), including any
amendments or reports filed with the Commission for purposes of
updating such description; and
(q) The description of the Preferred Share Purchase Rights contained in
the Prospectus, which description is incorporated by reference in
Registrant's Registration Statement on Form 8-A, filed with the
Commission on November 27, 2001, pursuant to the Exchange Act,
including any amendments or reports filed with the Commission for
purposes of updating such description.

All documents subsequently filed by the Registrant 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 then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to
be a part hereof 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 statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 8. Exhibits

Exhibit
Number Description
------- -----------

4.1 Amended and Restated Alamosa Holdings, Inc. Employee Stock
Purchase Plan, filed as Exhibit 10.8 to the Quarterly Report
on Form 10-Q for the period ended September 30, 2003, which
exhibit is incorporated herein by reference

4.2 Amended and Restated 1999 Long Term Incentive Plan, filed as
Exhibit 4.2 to the Registration Statement on Form S-8 (No.
333-102460) filed on January 10, 2003, which exhibit is
incorporated herein by reference

5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP

23.1 Consent of PricewaterhouseCoopers LLP

23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included
in Exhibit 5.1)

24.1 Power of Attorney (included on the signature page hereto)

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all 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 Lubbock, State of Texas, on February 27, 2004.

ALAMOSA HOLDINGS, INC.

By: /s/ David E. Sharbutt
------------------------------------
Name: David E. Sharbutt
Title: Chairman of the Board of Directors
and Chief Executive Officer

POWER OF ATTORNEY

Each of the undersigned hereby appoints David E. Sharbutt as attorney
and agent for the undersigned, with full power of substitution, for and in the
name, place and stead of the undersigned, to sign and file with the Commission
under the Securities Act any and all amendments and exhibits to this
Registration Statement and any and all applications, instruments and other
documents to be filed with the Commission pertaining to the registration of
the securities covered hereby, with full power and authority to do and perform
any and all acts and things whatsoever requisite or desirable.

Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on February 27, 2004.

SIGNATURE TITLE

/s/ David E. Sharbutt Director, Chairman of the Board of
----------------------------- Directors and Chief Executive Officer
David E. Sharbutt (Principal Executive Officer)

/s/ Kendall W. Cowan Director, Chief Financial Officer
----------------------------- (Principal Financial Officer and
Kendall W. Cowan Accounting Officer)

/s/ Ray M. Clapp, Jr.
----------------------------- Director
Ray M. Clapp, Jr.

/s/ Scotty Hart
----------------------------- Director
Scotty Hart

/s/ John F. Otto, Jr.
----------------------------- Director
John F. Otto, Jr.

/s/ Schuyler B. Marshall
----------------------------- Director
Schuyler B. Marshall

/s/ Allen T. McInnes
----------------------------- Director
Allen T. McInnes

/s/ Thomas F. Riley, Jr.
----------------------------- Director
Thomas F. Riley, Jr.

/s/ Michael V. Roberts
----------------------------- Director
Michael V. Roberts

/s/ Steven C. Roberts
----------------------------- Director
Steven C. Roberts

/s/ Jimmy R. White
----------------------------- Director
Jimmy R. White