Edgar Filing: AIRGATE PCS INC /DE/

As filed with the Securities and Exchange Commission on November 30, 2001

Registration No. 333-73270

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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PRE-EFFECTIVE

AMENDMENT NO. 1

FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933

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AIRGATE PCS, INC.
(Exact name of registrant as specified in its charter)

Delaware 4812 58-2422929
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)

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Harris Tower
233 Peachtree St. NE, Suite 1700
Atlanta, Georgia 30303
(404) 525-7272
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

Barbara L. Blackford
Vice President, General Counsel and Secretary
Harris Tower
233 Peachtree Street NE, Suite 1700
Atlanta, Georgia 30303
(404) 525-7272
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

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With copies to:

Robert F. Wall, Esq.
R. Cabell Morris, Jr., Esq.
Winston & Strawn
35 West Wacker Drive
Chicago, Illinois 60601
(312) 558-5600

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Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement as determined
in the light of market conditions and other factors.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

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The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment that specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until this registration statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.

In accordance with Rule 429 under the Securities Act of 1933, as amended,
the prospectus contained in this registration statement relates to a total of
300,000 warrants to purchase shares of the registrant's common stock and
713,066 shares of the registrant's common stock, 658,935 of which are being
registered pursuant to this registration statement and 54,131 of which were
registered in the registrant's registration statement no. 333-56928 filed with
the Securities and Exchange Commission on March 12, 2001 and amended on March
21, 2001. This pre-effective amendment no. 1 to registration statement also
constitutes a post-effective amendment to registration statement no. 333-56928,
which shall hereafter become effective concurrently with the effectiveness of
this registration statement in accordance with Section 8 of the Securities Act
of 1933, as amended.

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SUBJECT TO COMPLETION--DATED NOVEMBER 30, 2001

PROSPECTUS

[LOGO] AirGate PCS

300,000 Warrants to Purchase Common Stock

713,066 Shares of Common Stock Issuable Upon Exercise of Warrants

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We are offering:

. 54,131 shares of our common stock issuable by us from time to time upon
exercise of warrants that AirGate sold in its units offering, which was
completed on September 30, 1999. The warrants became separately transferable
from the units on October 21, 1999. Each warrant entitles the holder to
purchase, prior to the expiration date, 2.148 shares of our common stock at an
exercise price of $0.01 per share. As of November 30, 2001, 590,269 shares of
our common stock have been issued pursuant to warrant exercises and warrants to
purchase 54,131 of the shares of our common stock offered hereby remain
outstanding. These warrants will expire on October 1, 2009.

. 658,935 shares of common stock issuable by us upon exercise of warrants
that we assumed from iPCS, Inc. upon our acquisition of iPCS, Inc. One warrant
currently exercisable for 183,584 shares of our common stock at an exercise
price of $31.06 per share was initially issued by iPCS, Inc. on July 12, 2000.
This warrant expires on July 12, 2007. 300,000 warrants (which we refer to as
the unit warrants) currently exercisable for 475,351 shares of our common stock
at an exercise price of $34.51 per share were initially issued by iPCS, Inc. on
July 12, 2000. These unit warrants expire on July 15, 2010.

This prospectus also relates to the resale of up to 300,000 of the unit
warrants to purchase shares of our common stock and up to 475,351 shares of our
common stock issuable upon exercise of such unit warrants by holders of such
unit warrants. We refer to these holders of the unit warrants as the selling
warrantholders.

The actual number of shares of common stock offered under this prospectus
may be subject to adjustment to prevent dilution of the warrant value. This
prospectus includes such additional shares of common stock, which as of this
date is indeterminable, that we may have to issue and sell to avoid dilution of
the warrants.

We will pay all expenses of this offering, other than commissions and
discounts of broker-dealers and market makers.

Our common stock is listed on The Nasdaq National Market under the symbol
"PCSA."

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Investing in our securities involves certain risks. See "Risk Factors" on
page 4.

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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.

, 2001.

The information in this prospectus is not complete and may be changed. Neither
we nor the selling warrantholders may sell these securities until the
registration statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities and it is
not soliciting an offer to buy these securities in any state where the offer or
sale is not permitted.

EXPLANATORY NOTE

The registration statement of which this prospectus is a part covers the
primary issuance by us of 713,066 shares of our common stock issuable upon the
exercise of certain outstanding warrants to purchase shares of our common stock
and the resale of up to 300,000 unit warrants to purchase shares of our common
stock and 475,351 shares of our common stock issuable upon the exercise of
those 300,000 unit warrants.

On November 30, 2001, we acquired iPCS, Inc. by merging a wholly owned
subsidiary of AirGate with and into iPCS, Inc. In order to satisfy contractual
obligations to the former stockholders of iPCS, Inc., we are including in the
registration statement of which this prospectus is a part the 658,935 shares of
our common stock issuable upon the exercise of outstanding iPCS, Inc. warrants
that we assumed as part of the acquisition, as well as the resale of up to
300,000 unit warrants and 475,351 shares of common stock issuable upon the
exercise of those 300,000 unit warrants.

TABLE OF CONTENTS

Page Page
---- ----

About this Prospectus.................... 1 Certain United States Federal Income Tax
Our Business............................. 1 Considerations...................... 10
The Offering............................. 2 Selling Warrantholders.................. 13
Summary of the Terms of the Unit Warrants 3 Plan of Distribution.................... 16
Risk Factors............................. 4 Legal Matters........................... 18
Use of Proceeds.......................... 4 Experts................................. 18
Description of Unit Warrants............. 4 Where You Can Find More Information..... 18
Description of Our Capital Stock......... 7 Incorporation by Reference.............. 18

You should rely only on the information contained in or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
information different from that contained in or incorporated by reference in
this prospectus. We and the selling warrantholders are offering shares of our
common stock and warrants to purchase common stock, as applicable, and seeking
offers to buy such securities only in jurisdictions where offers and sales are
permitted. The information contained in this prospectus is accurate only as of
the date of this prospectus, regardless of the time of delivery of this
prospectus or of any sale of our common stock.

iii

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement we filed with the SEC
using a "shelf" registration process. Under this shelf process, we may issue
the shares of our common stock described in this prospectus in one or more
offerings. The selling warrantholders may also sell the unit warrants and the
shares of our common stock issuable upon exercise of the unit warrants under
this prospectus. We will not receive any proceeds from any sale of unit
warrants or shares of our common stock by the selling warrantholders. This
prospectus provides you with a general description of the securities that we
and the selling warrantholders may offer. You should read both this prospectus
and the additional information described under the heading "Where You Can Find
More Information."

Unless the context indicates otherwise, references in this prospectus to
"we", "our" or "us" refer to the combined operations of AirGate PCS, Inc. and
iPCS, Inc. and references to "AirGate" refer to the operations of AirGate PCS,
Inc., exclusive of the operations of its wholly owned subsidiary iPCS, Inc.

OUR BUSINESS

We are the largest Sprint PCS network partner in terms of covered
population. We market and provide digital wireless personal communications
services, or PCS, to a service territory of approximately 14.5 million
residents with current network coverage of approximately 11.0 million residents
as of November 30, 2001. Through our management agreements with Sprint PCS, we
have the exclusive right to provide Sprint PCS products and services under the
Sprint and Sprint PCS brand names in our territories. Sprint PCS, directly and
indirectly through network partners such as us, operates the largest
all-digital, all-PCS nationwide wireless network in the United States based on
covered population, covering nearly 244 million residents in more than 4,000
cities and communities across the United States, Puerto Rico and the U.S.
Virgin Islands.

On November 30, 2001, AirGate acquired iPCS by merging a wholly owned
subsidiary of AirGate with iPCS. In connection with the merger, AirGate issued
to the former stockholders of iPCS approximately 12.4 million shares of our
common stock and assumed options and warrants to purchase approximately 1.1
million shares of our common stock. The acquisition of iPCS increased the total
resident population in our markets from approximately 7.1 million to
approximately 14.5 million. We believe the acquisition of iPCS increases
AirGate's strategic importance to Sprint PCS. We also believe the acquisition
adds attractive markets as well as a nearly complete network build-out and a
fully funded business plan.

Our Sprint PCS territories cover 58 basic trading areas, referred to as
markets, in parts of South Carolina, North Carolina, Georgia, Illinois,
Michigan, Iowa and Nebraska. Our major markets include:

. Grand Rapids, Michigan;

. Greenville-Spartanburg, South Carolina;

. Savannah, Georgia;

. Charleston, South Carolina;

. Columbia, South Carolina; and

. Saginaw-Bay City, Michigan.

As of September 30, 2001, AirGate and iPCS combined had 369,952 subscribers
and total network coverage of approximately 11.0 million residents,
representing approximately 76% of the resident population in these markets. For
the twelve months ended September 30, 2001, we generated revenue of
approximately $259.2 million on a pro forma basis.

THE OFFERING

Common stock offered by AirGate................... 713,066 shares of our common stock.

Securities offered by the selling warrantholders.. Up to 300,000 unit warrants to purchase shares of
our common stock and 475,351 shares of our
common stock issuable upon the exercise of such
unit warrants

Selling warrantholders............................ The selling warrantholders received their 300,000
unit warrants in connection with the units offering
by iPCS on July 12, 2000. The selling
warrantholders do not currently own the 475,351
shares of our common stock issuable upon exercise
of such unit warrants. They will acquire such
shares only upon the exercise of the unit warrants.
Each of the selling warrantholders was a former
warrantholder of iPCS.

Common Stock to be outstanding after this offering 26,458,688 shares of our common stock, including
the 713,066 shares of our common stock to be
issued upon exercise of the warrants described in
this prospectus.

Use of Proceeds................................... We estimate that our net proceeds from the
exercise of all of our outstanding warrants
described in this prospectus will be approximately
$22.1 million. We intend to use the proceeds for
general corporate purposes, which may include:

. providing working capital;
. purchasing or repaying debt; and
. funding capital expenditures, including paying
for acquisitions.

We will not receive any proceeds from the offering
of the 300,000 unit warrants or the 475,351 shares
of our common stock issuable upon the exercise of
such unit warrants by the selling warrantholders.
All such proceeds will be received by the selling
warrantholders.

The Nasdaq National Market symbol................. "PCSA"

Risk Factors...................................... Before investing in our common stock or the unit
warrants, you should carefully read and consider
the information set forth in "Risk Factors"
beginning on page 4 of this prospectus and all other
information appearing elsewhere and incorporated
by reference in this prospectus and any
accompanying prospectus supplement.

The above information regarding the shares of our common stock outstanding
after the offering is based on the number of shares of common stock outstanding
as of November 30, 2001 and does not include approximately 1,928,500 shares of
our common stock subject to outstanding options and warrants.

SUMMARY OF THE TERMS OF THE UNIT WARRANTS

Unit Warrants Offered Up to 300,000 unit warrants that will entitle the
holders to purchase an aggregate of 475,351 shares
of our common stock.

Exercise Price....... Each unit warrant will entitle the holder to
purchase 1.5845 shares of our common stock at an
exercise price of $34.51 per share, subject to
adjustment as provided in the warrant agreement.

Exercise............. Any unit warrants not exercised prior to July 15,
2010 will expire.

Separation Date...... The unit warrants were separated from the units
issued by iPCS on September 12, 2000.

RISK FACTORS

Risks Related to the Offering of the Unit Warrants

Because the unit warrants are not listed on a securities exchange and
because we can give no assurance that they will be so listed, purchasers of
the unit warrants may not be able to sell their unit warrants at the price
they desire, if at all.

We cannot assure you that a liquid market will develop for the unit
warrants, that you will be able to sell the unit warrants at a particular time
or at all, or that the prices you receive when you sell will be favorable.
There is currently no public market for the unit warrants. The initial
purchasers of the unit warrants have in the past made and may in the future
make a market in the unit warrants. They are not obligated to do so. In
addition, such market-making activity will be subject to limits imposed by the
Securities Act of 1933 and other regulations, and may be limited during the
pendency of any shelf registration statement. We do not intend to apply (and
are not obligated to apply) for listing of the unit warrants on any securities
exchange or any automated quotation system.Therefore, we cannot make any
assurances as to the liquidity of any trading market for the unit warrants.
Future trading prices of the unit warrants will depend on many factors,
including our operating performance and financial condition and the market for
similar securities.

You may not receive a return on investment in the unit warrants through
dividends paid on the shares of our common stock issuable upon the exercise
of the unit warrants.

We do not anticipate paying any cash dividends on our common stock in the
foreseeable future. Instead, we intend to retain future earnings to fund our
growth. In addition, our existing indebtedness restricts, and we anticipate our
future indebtedness may restrict, our ability to pay dividends. Therefore, you
will not receive a return on your investment in the unit warrants by exercising
the unit warrants and receiving a payment of dividends on the shares of our
common stock issuable thereunder.

Our other risk factors are incorporated herein by reference from our Annual
Report on Form 10-K and other documents that we have filed with the Securities
and Exchange Commission.

USE OF PROCEEDS

The proceeds to be received from the exercise of the warrants described in
this prospectus, assuming all warrants are exercised, will be approximately
$22.1 million. We intend to use such proceeds for general corporate purposes,
including the purchase or repayment of indebtedness outstanding at a particular
time, acquisitions, capital expenditures, working capital and investments.
Pending such uses, we intend to invest such funds in short-term,
investment-grade, interest-bearing instruments.

We will not receive any proceeds from the sale of the unit warrants or our
common stock by the selling warrantholders.

DESCRIPTION OF UNIT WARRANTS

iPCS, Inc. issued the 300,000 unit warrants pursuant to a warrant agreement
with Mellon Investor Services LLC (formerly known as ChaseMellon Shareholder
Services, L.L.C.), as warrant agent. We assumed all of iPCS' obligations
pursuant to the warrant agreement upon the effectiveness of our acquisition of
iPCS. The following description is a summary of the material provisions of the
warrant agreement. The summary assumes that we have completed the merger. We
urge you to read the warrant agreement because it defines your rights as a
holder of these unit warrants.

General

Each unit warrant entitles the holder to receive 1.5845 shares of our common
stock, or warrant shares, at an exercise price of $34.51 per share. The unit
warrants are currently exercisable at any time and will automatically expire at
5:00 p.m. New York City time on July 15, 2010.

The unit warrants may be exercised by surrendering the warrant certificates
with the accompanying form of election to purchase, together with payment of
the exercise price. Payment of the exercise price may be made at the holder's
election:

. by tendering iPCS' senior discount notes having an aggregate accreted
value or aggregate principal amount, plus any accrued and unpaid interest,
equal to the exercise price; or

. in cash or by certified or official bank check to the order of AirGate.

Upon surrender of the warrant certificate and payment of the exercise price,
we will deliver stock certificates representing the number of whole warrant
shares to which the holder is entitled. If less than all of the unit warrants
are to be exercised, a new unit warrant certificate will be issued for the
remaining number of unit warrants. Holders of unit warrants will be able to
exercise their unit warrants only if a registration statement relating to the
common stock underlying the unit warrants is then in effect, or the exercise of
such unit warrants is exempt from the registration requirements of the
Securities Act and the securities laws of the states in which the various
holders of the unit warrants reside.

No fractional warrant shares will be issued upon exercise of the unit
warrants. Instead, we will pay to the holder of the unit warrant an amount in
cash equal to the current market value of any such fractional warrant shares
less a corresponding fraction of the exercise price.

In the event of our liquidation, dissolution or winding up, the holders of
the unit warrants will not be entitled to share in our assets. If a bankruptcy
or reorganization is commenced by or against us, a bankruptcy court may hold
that unexercised unit warrants are executory contracts which may be subject to
rejection by us and the holders of the unit warrants may, even if sufficient
funds are available, receive nothing or less than they would be entitled to if
they had exercised their unit warrants prior to the commencement of any such
proceeding.

In the event of a taxable distribution to holders of our common stock that
results in an adjustment to the number of warrant shares, the holders of the
unit warrants may, in certain circumstances, be deemed to have received a
dividend subject to United States federal income tax. See "Certain United
States Federal Income Tax Considerations."

No Rights As Stockholders

The holders of unexercised unit warrants will have no right to vote on
matters submitted to our stockholders and will have no right to receive
dividends.

Adjustments

The number of warrant shares purchasable upon exercise of unit warrants is
subject to adjustment in several circumstances including, among others, the
following:

. the payment by us of dividends or other distributions;

. changes in our capitalization;

. the issuance of common stock or securities convertible into common stock
at a price which is less than the then fair market value based upon the
sale price to a party not related to us or a determination by the members
of our board of directors who do not have an interest in the transaction,
subject to limited exceptions; and

. other events that could have the effect of depriving holders of the unit
warrants of the benefit of all or a portion of the purchase rights
evidenced by the unit warrants.

No adjustment need be made for any of the above transactions if holders of
unit warrants participate in the transaction on a basis the board of directors
determines to be fair and appropriate. In addition, no adjustment need be made
for the adoption of a shareholder's rights plan or the issuance of rights under
such a plan.

In the case of a consolidation or merger of us, or the sale of all or
substantially all of our assets to another corporation:

. each unit warrant will then represent the right to receive the kind and
amount of shares of stock or other securities or property to which the
warrantholder would have been entitled had the unit warrant been exercised
immediately prior to such transaction, and

. if we do not survive in any transaction, the surviving entity must assume
our obligations under the warrant agreement.

Reservation of Shares

We have authorized and will at all times reserve and keep available such
number of shares of our common stock as will be issuable upon the exercise of
all outstanding unit warrants.

Amendment

From time to time, we and the warrant agent, without the consent of the
holders of the unit warrants, may amend or supplement the warrant agreement for
several purposes, including curing defects or inconsistencies or making changes
that do not adversely affect the legal rights of any warrantholder. Any
amendment or supplement that adversely affects the legal rights of the
warrantholders requires the written consent of a majority of the holders of the
then outstanding unit warrants, excluding any unit warrants held by us or any
of our affiliates.

Reports

So long as any of the unit warrants remain outstanding, we will, upon
request, furnish to the registered holders of the unit warrants, all quarterly
and annual financial information that we are required to file on Forms 10-K and
10-Q and all other financial information required to be filed with the
Securities and Exchange Commission on Form 8-K.

Registration of the Warrant Shares/Liquidated Damages

Under the terms of a registration rights agreement entered into by iPCS in
connection with the issuance of the unit warrants, which we assumed at the
effective time of our acquisition of iPCS, we are required to keep effective
the shelf registration statement of which this prospectus is a part covering
the resale of the unit warrants and the resale of the shares of our common
stock issuable upon the exercise of the unit warrants until the date on which
all of the unit warrants or shares of our common stock issuable thereunder have
been sold pursuant to the shelf registration statement or the unit warrants
have expired. If we fail to maintain the effectiveness of the shelf
registration statement, a registration default will occur and we will be
required to pay liquidated damages to each holder of a unit warrant. The
liquidated damages will be in an amount equal to $0.03 per week per unit
warrant held by such holder for each week or portion thereof that the
registration default continues for the first 90-day period immediately
following the occurrence of such registration default. This amount will
increase by an additional $0.02 per week per unit warrant with respect to each
subsequent 90-day period, up to a maximum of $0.07 per week per unit warrant.
The provision for liquidated damages will continue until the registration
default has been cured. We are not required to pay liquidated damages for more
than one registration default at any given time. No liquidated damages are
currently payable.

Without triggering a registration default, we may suspend the effectiveness
of any shelf registration statement or amendment to the shelf registration
statement, suspend the use of any prospectus and are not required to amend or
supplement the shelf registration statement, any related prospectus or any
document incorporated by reference other than an effective registration
statement being used for an underwritten offering in the event that, and for
periods not to exceed 60 consecutive days and no more than two times in any
calendar year if:

. an event or circumstance occurs and is continuing as a result of which the
shelf registration statement, any related prospectus or any document
incorporated by reference or proposed to be filed would, in our good faith
judgment, contain an untrue statement of a material fact or omit to state
a material fact necessary in order to make the statements, in the light of
the circumstances under which they were made, not misleading; and

. we determine in our good faith judgment that the disclosure of such event
at such time would have a material adverse effect on our business,
operations, or prospects; or

. the disclosure otherwise relates to a material business transaction or
development which has not yet been publicly disclosed.

Each holder of unit warrants or warrant shares that sells pursuant to the
shelf registration statement of which this prospectus is a part generally will:

. be required to be named as a selling warrantholder in the related
prospectus and to deliver a prospectus to the purchaser;

. be subject the civil liability provisions under the Securities Act in
connection with such shares;

. be bound by the provisions of the warrant agreement which are applicable
to such holder; and

. be required to deliver information to be used in connection with the shelf
registration statement.

DESCRIPTION OF OUR CAPITAL STOCK

General

The following summarizes all of the material terms and provisions of our
capital stock. We have 155,000,000 shares of authorized capital stock,
including 150,000,000 shares of common stock, par value $0.01 per share, and
5,000,000 shares of preferred stock, par value $0.01 per share. As of November
30, 2001, there were 25,745,622 shares of our common stock outstanding. We have
no shares of our preferred stock issued and outstanding.

Common Stock

The holders of shares of our common stock are entitled to one vote for each
share held of record on all matters submitted to a vote of stockholders and do
not have any cumulative rights. Subject to the rights of the holders of any
series of preferred stock, holders of shares of our common stock are entitled
to receive ratably such dividends as may be declared by the board of directors
out of funds legally available to pay dividends. Holders of shares of our
common stock have no preemptive, conversion, redemption, subscription or
similar rights. If we liquidate, dissolve or wind up, the holders of shares of
common stock are entitled to share ratably in the assets which are legally
available for distribution, if any, remaining after the payment or provision
for the payment of all debts and other liabilities and the payment and setting
aside for payment of any preferential amount due to the holders of shares of
any series of preferred stock.

Preferred Stock

Under our certificate of incorporation, our board of directors is
authorized, subject to certain limitations prescribed by law, without further
stockholder approval, from time to time to issue up to an aggregate of
5,000,000 shares of preferred stock, par value $0.01 per share. The preferred
stock may be issued in one or more series. Each series may have different
rights, preferences and designations and qualifications, limitations and
restrictions that our board of directors will establish without approval from
our stockholders. These rights, designations and preferences include:

. the maximum number of shares to be issued in the series;

. the name of the series;

. dividend rights;

. dividend rate or basis for determining such rate if any, on the shares of
the series;

. whether dividends will be cumulative and, if so, from which date or dates;

. whether the shares of the series will be redeemable and if so, the dates,
prices and other terms and conditions of redemption;

. whether we will be obligated to purchase or otherwise redeem shares of the
series pursuant to a sinking fund or otherwise, and the prices, periods
and other terms and conditions upon which the shares of the series will be
redeemed or purchased;

. the rights, if any, of holders of the shares of the series to convert such
shares into, or exchange such shares for, shares of any other class of
stock;

. whether the shares of the series will have voting rights, in addition to
the voting rights provided by law, and, if so, the terms of those voting
rights; and

. the rights of the shares of the series in the event of a liquidation,
dissolution or winding up.

If our board of directors decides to issue any preferred stock, it could
have the effect of delaying or preventing another party from taking control of
us. This is because the terms of the preferred stock could be designed to make
it prohibitively expensive for any unwanted third party to make a bid for
shares of our common stock. We filed a registration statement on Form S-3 on
November 13, 2001 with the Securities and Exchange Commission registering up to
$500,000,000 of our securities, including common stock, preferred stock,
warrants to purchase securities, debt securities and guarantees of debt
securities.

Delaware Law and Certain Charter and By-Law Provisions

We are subject to the provisions of Section 203 of the Delaware General
Corporation Law. Subject to certain exceptions, Section 203 prohibits a
publicly held Delaware corporation from engaging in a "business combination"
with an "interested stockholder" for a certain period of time. That period is
three years after the date of the transaction in which the person became an
interested stockholder, unless the interested stockholder attained that status
with the approval of the board of directors or unless the business combination
is approved in a prescribed manner. A "business combination" includes certain
merger, asset sales and other transactions resulting in a financial benefit to
the interested stockholder. Subject to certain exceptions, an "interested
stockholder" is a person who, together with his or her affiliates and
associates, owns, or owned within three years prior, 15% or more of the
corporation's voting stock.

Our certificate of incorporation provides that certain business transactions
with interested stockholders must be approved by the holders of at least 80% of
the voting power of the then-outstanding shares of our capital stock entitled
to vote in the election of directors, voting together as a single class. Such
business transactions include:

. mergers or consolidations with an interested stockholder;

. sales, leases, exchanges, mortgages, pledges, transfers or other
dispositions of any of our assets to an interested stockholder;

. certain sizable issuances or transfers of any of our securities to an
interested stockholder;

. the adoption of any plan or proposal for our liquidation proposed by or on
behalf of an interested stockholder; or

. any reclassification of securities or recapitalization which increases the
proportionate share of any class of securities of an interested
stockholder.

However, the affirmative vote of a majority of the shares of outstanding stock
entitled to vote, or such vote as is required by law or our certificate of
incorporation, will suffice with respect to a business combination with an
interested stockholder if the consideration received meets certain fair price
standards.

Our certificate of incorporation and by-laws provide for the division of our
board of directors into three classes, as nearly equal in size as possible,
with each class beginning its three year term in a different year. A director
may be removed only for cause by the affirmative vote of the holders of at
least 80% of the voting power of all of the then-outstanding shares of capital
stock entitled to vote generally for the election of directors voting together
as a single class.

Our by-laws also requires a stockholder who intends to nominate a candidate
for election to the board of directors, or to raise new business at a
stockholder meeting to give at least 90 days advance notice to the Secretary.
The notice provision will require a stockholder who desires to raise new
business to provide us certain information concerning the nature of the new
business, the stockholder and the stockholder's interest in the business
matter. Similarly, a stockholder wishing to nominate any person for election as
a director will need to provide us with certain information concerning the
nominee and the proposing stockholder.

Our certificate of incorporation empowers our board of directors, when
considering a tender offer or merger or acquisition proposal, to take into
account factors in addition to potential economic benefits to stockholders.
These factors may include:

. comparison of the proposed consideration to be received by stockholders in
relation to the then current market price of our capital stock, our
estimated current value in a freely negotiated transaction and our
estimated future value as an independent entity; and

. the impact of a transaction on our employees, suppliers and clients and
its effect on the communities in which we operate.

Our certificate of incorporation also contains a provision which
acknowledges that certain of our Sprint PCS agreements establish a process for
the sale of our operating assets in the event of a default by us and an
acceleration of the obligations under AirGate's senior secured credit facility.
This provision of the certificate of incorporation is intended to permit the
sale of such assets without further stockholder approval.

The provisions described above could make it more difficult for a third
party to acquire control of us and, furthermore, could discourage a third party
from making any attempt to acquire control of us.

Our certificate of incorporation provides that any action required or
permitted to be taken by our stockholders may be taken only at a duly called
annual or special meeting of the stockholders, and that special meetings may be
called only by resolution adopted by a majority of the board of directors, or
as otherwise provided in the bylaws. These provisions could have the effect of
delaying until the next annual stockholders meeting stockholder actions that
are favored by the holders of a majority of the outstanding voting securities.
These provisions may also discourage another person or entity from making an
offer to stockholders for our common stock. This is because the person or
entity making the offer, even if it acquired a majority of our outstanding
voting securities, would be unable to call a special meeting of the
stockholders and would further be unable to act pursuant to a unanimous written
consent of the stockholders. As a result, any meeting as to matters they
endorse, including the election of new directors or the approval of a merger,
would have to wait for the next duly called stockholders meeting.

Delaware law provides that the affirmative vote of a majority of the shares
entitled to vote on any matter is required to amend a corporation's certificate
of incorporation or by-laws, unless the corporation's certificate of
incorporation or by-laws, as the case may be, requires a greater percentage.
Our certificate of incorporation requires the affirmative vote of the holders
of at least 80% of our outstanding voting stock to amend or repeal any of the
provisions of the certificate of incorporation described above. The 80% vote is
also required to amend or repeal any of our by-law provisions described above.
The by-laws may also be amended or repealed by the board of directors. The 80%
stockholder vote would be in addition to any separate vote that each class of
preferred stock is entitled to that might in the future be required in
accordance with the terms of any preferred stock that might be outstanding at
the time any amendments are submitted to stockholders.

Warrants

We currently have outstanding warrants to purchase 723,241 shares of our
common stock as set forth below.

AirGate Warrants

In connection with AirGate's units offering, which was completed on
September 30, 1999, we issued warrants to purchase 644,400 shares of our common
stock. Of these, warrants to purchase 590,269 shares of our common stock have
been exercised and warrants to purchase 54,131 shares of our common stock
remain outstanding as of November 30, 2001. Such warrants may be exercised at
an exercise price of $0.01 per share of our common stock and expire on October
1, 2009.

On August 16, 1999, in connection with entering AirGate's senior credit
facility, we issued warrants to Lucent Technologies exercisable for 128,860
shares of our common stock at an exercise price of $20.40 per share.

The warrants expire on August 15, 2004. In June 2000, we issued Lucent
Technologies warrants to acquire an additional 10,175 shares of our common
stock on terms identical to those described above. Of these, warrants to
purchase 128,860 shares of our common stock were exercised and warrants to
purchase 10,175 of our shares of common stock remain outstanding.

iPCS Warrants

In connection with the merger, AirGate also assumed all of iPCS' obligations
under iPCS' then-outstanding warrants to purchase shares of iPCS common stock.

Sprint Warrants. As additional consideration to Sprint Spectrum L.P. for its
agreement to expand iPCS' initial territory by an additional 20 markets, iPCS
issued to Sprint Spectrum L.P. a warrant which is currently exercisable for
183,584 shares of our common stock. The warrant is exercisable by Sprint
Spectrum L.P. at any time prior to July 15, 2007 at an exercise price of $31.06
per share. Sprint Spectrum L.P. may transfer its rights with respect to the
warrant only to a company that directly, or indirectly through one or more
intermediaries, controls, is controlled by, or is under common control with
Sprint Spectrum L.P., and any warrant so transferred will be subject to the
exercise time period. We have granted Sprint Spectrum L.P. demand registration
rights for the shares of our common stock subject to the warrant until the
common stock may be sold without registration.

Unit Warrants. See "Description of Unit Warrants."

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is American Stock
Transfer & Trust Company.

Listing

Our common stock has been approved for quotation and is traded on The Nasdaq
National Market under the symbol "PCSA."

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

This general discussion of certain U.S. federal income tax considerations
relates to the acquisition, ownership and disposition of a warrant, and of a
share of common stock acquired upon exercise of a unit warrant. This discussion
is limited to a "U.S. Holder" that purchases the unit warrant pursuant to this
offering and any shares of our common stock acquired on exercise of the unit
warrant as capital assets within the meaning of Section 1221 of the Internal
Revenue Code of 1986, as amended. This discussion is based upon the Internal
Revenue Code, Treasury regulations, Internal Revenue Service rulings and
pronouncements and judicial decisions now in effect, each of which is subject
to change at any time by legislative, administrative, or judicial action,
possibly with retroactive effect.

The discussion does not discuss every aspect of U.S. federal income taxation
that may be relevant to a particular taxpayer in light of its personal
circumstances or to persons who are otherwise subject to special tax treatment,
including a taxpayer which is:

. not a "U.S. Holder" (as defined below);

. a bank or a broker-dealer;

. an insurance company;

. a pension or other employee benefit plan;

. a tax-exempt organization or entity;

. a U.S. expatriate;

. persons that apply mark-to-market accounting treatment to the unit
warrants or shares of our common stock;

. a person holding warrants or common stock as a part of a hedging
transaction, straddle, short sale, constructive sale, constructive
ownership, or conversion transaction;

. a hybrid entity or an owner of interests therein; or

. a holder whose functional currency is not the U.S. dollar.

In addition, this discussion does not address the effect of any applicable
foreign, state, local or other tax laws. We have not sought and will not seek
any rulings from the Internal Revenue Service concerning the tax consequences
of the acquisition, ownership or disposition of a unit warrant or a share of
our common stock acquired on exercise of a unit warrant and, accordingly, we
cannot assure you that the Internal Revenue Service will not successfully
challenge the tax consequences described below. We urge you to consult your tax
advisor with respect to the U.S. federal income tax considerations relevant to
holding and disposing of a unit warrant or a share of our common stock as well
as any estate tax considerations and any tax considerations applicable under
the laws of any foreign, state, local or other taxing jurisdiction.

U.S. Holder. You are a U.S. Holder if you are the beneficial owner of a unit
warrant or share of our common stock acquired on exercise of a unit warrant and
you are:

. a citizen or resident of the United States, including an individual deemed
to be a resident alien under the "substantial presence" test of Section
7701(b) of the Code;

. a corporation or partnership, including an entity treated as a corporation
or partnership for U.S. federal income tax purposes, created or organized
in the United States or under the laws of the United States or of any
state thereof or the District of Columbia, unless, in the case of a
partnership, Treasury regulations provide otherwise;

. an estate whose income is includible in gross income for U.S. federal
income tax purposes regardless of its source; or

. a trust whose administration is subject to the primary supervision of a
U.S. court and which has one or more U.S. persons who have the authority
to control all substantial decisions of the trust. Notwithstanding the
preceding clause, to the extent provided in Treasury regulations, certain
trusts in existence on August 20, 1996, and treated as U.S. persons prior
to that date that elect to continue to be treated as U.S. persons shall
also be considered U.S. persons.

Tax Treatment of Unit Warrants. A U.S. Holder will recognize gain or loss
upon a sale, redemption, lapse or other taxable disposition of a unit warrant
in an amount equal to the difference between the sum of the amount of cash and
the fair market value of any property received for the unit warrant and the
U.S. Holder's adjusted tax basis in the unit warrant. The U.S. Holder's
adjusted tax basis in a unit warrant generally will equal the amount the U.S.
Holder paid for the unit warrant.

The gain or loss upon a sale, redemption, lapse or other taxable disposition
of a unit warrant will be capital gain or loss. The gain or loss will be
long-term capital gain or loss if the holding period for the unit warrant
exceeds one year. If the unit warrants are not exercised and are allowed to
expire, they will be deemed to have been sold or exchanged on the expiration
date resulting in a capital loss equal to the U.S. Holder's tax basis in the
unit warrants.

Long-term capital gains derived by individuals are eligible for reduced
rates of tax while short term capital gains are taxed at the same rate as
ordinary income. The deductibility of capital losses is restricted, and, in
general, capital losses may only be used to reduce capital gains to the extent
thereof. You should consult your own tax advisor to determine the tax
consequences of incurring capital gains and/or losses.

No gain or loss will be recognized to a U.S. Holder of unit warrants on such
holder's purchase of shares of our common stock for cash upon exercise of the
unit warrants other than any gain or loss attributable to the receipt of cash
in lieu of a fractional share of our common stock upon exercise. The initial
adjusted tax basis of the common stock so acquired would equal the adjusted tax
basis of the exercised unit warrants plus the exercise price less any cash
received in lieu of a fractional share. For tax purposes, the holding period of
the common stock acquired upon the exercise of the unit warrants will not
include the holding period of the unit warrants but instead will begin on the
day following the exercise of the unit warrants.

A U.S. Holder who exercises unit warrants without payment of cash pursuant
to a cashless exercise will not recognize gain or loss upon such exercise, and
a U.S. Holder's basis in the shares of our common stock received in the
cashless exercise will equal such holder's basis in the unit warrants
surrendered in the exchange. With respect to a cashless exercise of a unit
warrant, a U.S. Holder may be able to take the position that the holding period
of shares of our common stock received in exchange for the surrender of one or
more unit warrants includes the holding period of the unit warrants so
surrendered. This position, however, is not free from doubt and you should
consult your own tax advisor as to the tax treatment of a cashless exercise.

An adjustment to the exercise price of the unit warrants, or the failure to
make an adjustment, in certain circumstances, may result in a constructive
dividend to the holders of the unit warrants that could be taxable as a
dividend under Section 305 of the Code. In such an event, the holder's adjusted
tax basis in the unit warrant would increase by the amount of the constructive
dividend.

Payments on unit warrant registration default. We believe that if liquidated
damages are in fact paid to holders of unit warrants because of a warrant
registration default, the additional amounts so paid would be taxable to a U.S.
Holder as ordinary income in accordance with such holder's method of
accounting. This treatment, however, is not free from doubt and you should
consult your own tax advisor as to the proper tax treatment of the receipt of
liquidated damages.

Tax Treatment of Common Stock Acquired on Exercise of a Unit Warrant. Cash
distributed on shares of our common stock will be treated as a dividend to the
extent of our current and accumulated earnings and profits that are
attributable to the distribution (as determined under U.S. federal income tax
principles). If the amount of a distribution exceeds our current and
accumulated earnings and profits attributable to the distribution, the excess
will be treated first as a nontaxable return of capital and will be applied
against and reduce your adjusted tax basis in the shares of our common stock,
but not below zero. If the distribution exceeds both our current and
accumulated earnings and profits attributable to the distribution and your
adjusted tax basis in your common stock, the excess will be treated as capital
gain and will be either long-term or short-term capital gain depending on
whether your holding period for that common stock is or is not more than one
year.

Corporate holders of shares of our common stock generally should be eligible
for the 70% dividends-received deduction with respect to the portion of any
distribution on the stock taxable as a dividend. However, corporate investors
should consider certain provisions that may limit the availability of a
dividends-received deduction, including but not limited to the holding period
rules of section 246(c) of the Internal Revenue Code, the rules of section 246A
that reduce the dividends-received deduction for dividends on certain
debt-financed stock, and the rules in section 1059 of the Internal Revenue Code
that reduce the basis of stock and may require recognition of taxable gain in
respect of certain extraordinary dividends, as well as the effect of the
dividends-received deduction on the determination of alternative minimum tax
liability.

If you sell or dispose of your common stock in a taxable transaction, you
will recognize capital gain or loss equal to the difference between the sum of
the cash and the fair market value of any property received and your

adjusted tax basis in the common stock. A U.S. Holder's tax basis in shares of
common stock acquired upon exercise of a warrant will be determined in the
manner set forth in "Tax Treatment of Unit Warrants" above. The gain or loss
will be long-term capital gain or loss if your holding period for your common
stock exceeds one year. The treatment of capital gains and losses is set forth
in "Tax Treatment of Unit Warrants" above.

Information Reporting. We are generally required to furnish to record
holders of shares of our common stock, other than corporations and other exempt
holders, and to the Internal Revenue Service, information with respect to
dividends paid on the common stock.

Backup Withholding. Certain U.S. Holders may be subject to backup
withholding with respect to dividends paid on shares of our common stock or
with respect to proceeds received from a disposition of a unit warrant or a
share of our common stock. The current rate of backup withholding is 30.5% of
the amount paid, but is scheduled to be reduced in increments to 28% by 2006.
Generally, backup withholding applies only if:

. the payee fails to furnish a correct taxpayer identification number to the
payor in the manner required or fails to demonstrate that it otherwise
qualifies for an exemption;

. the Internal Revenue Service notifies the payor that the taxpayer
identification number furnished by the payee is incorrect;

. the payee has failed to report properly the receipt of a "reportable
payment" on one or more occasions, and the Internal Revenue Service has
notified the payor that backup withholding is required; or

. the payee fails in certain circumstances, to provide a certified
statement, signed under penalties of perjury, that the taxpayer
identification number furnished is the correct number and that the holder
is not subject to backup withholding.

Backup withholding is not an additional tax but, rather, is a method of tax
collection. A U.S. Holder will be entitled to credit any amount withheld under
the backup withholding rules against its actual tax liability, provided the
required information is furnished to the Internal Revenue Service.

SELLING WARRANTHOLDERS

Set forth below is information with respect to the number of unit warrants
and shares of our common stock issuable upon exercise of the unit warrants
owned by each of the selling warrantholders. The unit warrants are being
registered to permit the resale of such unit warrants by the selling
warrantholders and our offer and sale of the shares of our common stock to be
issued upon the exercise of the unit warrants. See "Plan of Distribution."

We have filed with the Securities and Exchange Commission a registration
statement, of which this prospectus forms a part, with respect to the resale of
the unit warrants and the offer and sale of the shares of our common stock
issuable upon the exercise of such warrants from time to time, under Rule 415
under the Securities Act, in the over-the-counter market, in privately
negotiated transactions, in underwritten offerings or by a combination of these
methods for sale. We are required to keep this registration statement effective
until the earlier of:

. July 15, 2010;

. the date on which all of the unit warrants have been exercised; or

. the date on which all of the unit warrants or shares of our common stock
issued upon exercise of such unit warrants can be sold without
registration under the Securities Act of 1933 and without restriction as
to the manner, timing or volume of any such sale.

The unit warrants and the shares of our common stock issuable upon the
exercise of such unit warrants offered by this prospectus may be offered from
time to time by the persons or entities named below:

Number of Number of Percentage of
Unit Warrants Number of Shares Issuable Outstanding
Owned Prior Unit Upon Exercise Unit Warrants
to the Warrants to of Unit Owned After
Name and Address of Selling Warrantholder Offering be Offered Warrants Offering
----------------------------------------- ------------- ----------- --------------- -------------

American Express Trust Company 3,525 3,525 5,585 --
3922 AXP Financial Center
Minneapolis, MN 55474

The Bank of New York 84,200 84,200 133,415 --
925 Patterson Plank Road
Secaucus, NJ 07094

Bankers Trust Company 7,920 7,920 12,549 --
648 Grassmere Park Drive
Nashville, TN 37211

Bear Stearns Securities Corp. 6,775 6,775 10,735 --
925 Patterson Plank Road
Secaucus, NJ 07094

Boston Safe Deposit and Trust Company 6,630 6,630 10,505 --
c/o Mellon Bank, N.A.
Pittsburgh, PA 15259

Brown Brothers Harriman & Co. 1,100 1,100 1,743 --
63 Wall Street 8th Floor
New York, NY 10005

Chase Bank of Texas, N.A. 4,210 4,210 6,671 --
P.O. Box 2558
Houston, TX 77252

Chase Manhattan Bank 10,025 10,025 15,885 --
4 New York Plaza
New York, NY 10004

Chase Manhattan Bank Trust 5,250 5,250 8,319 --
4 New York Plaza
New York, NY 10004

Citibank, N.A. 25,850 25,850 40,959 --
3800 Citicorp Center Tampa
Tampa, FL 33610

Donaldson, Lufkin and Jenrette Securities Corporation 65,675 65,675 104,062 --
1 Pershing Plaza
Jersey City, NJ 07399

FirStar Bank, N.A. 4,750 4,750 7,526 --
425 Walnet Street
Cincinnati, OH 45201

FUNB--Phila Main 2,750 2,750 4,357 --
123 South Broad Street
Philadelphia, PA 19109

Investors Bank & Trust 14,250 14,250 22,579 --
200 Clarendon Street
Boston, MA 02116

Mercantile--Safe Deposit & Trust Company 1,600 1,600 2,535 --
766 Old Hammonds Ferry Road
Linthicum, MD 21090

Northern Trust Company 1,760 1,760 2,789 --
801 S. Canal
Chicago, IL 60607

PNC Bank, National Association 490 490 776 --
1600 Market Street, 29th Floor
Philadelphia, PA 19103

SSB-Trust Custody 4,025 4,025 6,378 --
225 Franklin Street
Boston, MA 02110

State Street Bank and Trust Company 34,255 34,255 54,277 --
1776 Heritage Drive
Quincy, MA 02171

Swiss American Securities, Inc. 150 150 238 --
100 Wall Street
New York, NY 10005

U.S. Bank National Association 14,810 14,810 23,466 --
601 Second Avenue South
Minneapolis, MN 55402

Because the selling warrantholders may, under this prospectus, offer all or
some portion of the unit warrants or the common stock issuable upon exercise of
such unit warrants, no estimate can be given as to the number of the unit
warrants or shares of common stock issuable upon exercise of such unit warrants
that will be held by the selling warrantholders upon termination of any sales.
In addition, the selling warrantholders above may have sold, transferred or
otherwise disposed of all or any portion of their unit warrants, since the date
on which they provided the information regarding their unit warrants, in
transactions exempt from the registration requirements of the Securities Act.
See "Plan of Distribution."

Only selling warrantholders identified above who beneficially own the
securities set forth opposite each selling warrantholder's name in the table
above on the effective date of the registration statement of which is
prospectus forms a part may sell those securities under the registration
statement. Prior to any use of this prospectus in connection with an offering
of the unit warrants and/or the shares of our common stock issuable upon
exercise of the unit warrants by any holder not identified above, this
prospectus will be supplemented to set forth the name and number of unit
warrants and/or shares of our common stock beneficially owned by the selling
warrantholder intending to sell such unit warrants and/or shares of our common
stock, and the number of unit warrants and/or shares of our common stock to be
offered. The prospectus supplement will also disclose whether any selling
warrantholder selling in connection with the prospectus supplement has held any
position or office with, been employed by or otherwise has had a material
relationship with us or any of our subsidiaries or affiliates during the three
years prior to the date of the prospectus supplement if this information had
not been disclosed in this prospectus.

PLAN OF DISTRIBUTION

Distributions by Us

All or a portion of our common stock offered by this prospectus may be
delivered upon exercise of the warrants by the applicable warrantholder.
Subject to a suspension period, the applicable warrantholder may exercise their
warrant(s) at any time at the applicable per share exercise price. The costs of
registering, issuing and maintaining an effective registration statement for
the shares of our common stock underlying the warrants have been and will be
borne by us. The subsequent sale of the shares of common stock underlying the
warrants may be affected by the holder thereof in several ways, including:

. on the Nasdaq National Market;

. in the over-the-counter market;

. in negotiated transactions;

. through put or call options transactions relating to our shares of common
stock; and

. through short sales or a combination of such methods of sale.

These transactions may be made at market prices prevailing at the time of
sale or at negotiated prices, and may or may not involve brokers or dealers.

The applicable warrantholders may sell shares of our common stock directly
to purchasers or to or through broker-dealers, which may act as agents or
principals. Such broker-dealers may receive compensation in the form of
discounts, concessions, or commissions from the warrantholders and/or the
purchasers of shares of our common stock for whom such broker-dealers may act
as agents or to whom they sell as principal, or both. Any compensation as to a
particular broker-dealer might be in excess of customary commissions.

If we are notified by a warrantholder that any material arrangement has been
entered into with a broker-dealer for the sale of shares of our common stock
through:

. a block trade;

. a special offering;

. an exchange distribution;

. a secondary distribution; or

. a purchase by a broker or dealer,

then a supplement to this prospectus will be filed, if required, pursuant to
Rule 424(b) under the Act, disclosing:

. the name of each such shareholder and of the participating
broker-dealer(s);

. the number of shares involved;

. the price at which such shares were sold;

. the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable;

. that such broker-dealer(s) did not conduct any investigation to verify the
information set out or incorporated by reference in this prospectus; and

. other facts material to the transaction.

Distributions by the Selling Warrantholders

The unit warrants and the shares of our common stock issued upon the
exercise of such unit warrants offered hereby may be sold by the selling
warrantholders from time to time in:

. in the over-the-counter market;

. negotiated transactions;

. underwritten offerings; or

. a combination of such methods of sale.

The selling warrantholders may sell the unit warrants and the shares of our
common stock issued upon the exercise of such unit warrants at:

. fixed prices which may be changed;

. market prices prevailing at the time of sale;

. prices related to prevailing market prices; or

. negotiated prices.

The selling warrantholders may effect these transactions by selling their
unit warrants and shares of our common stock issued upon the exercise of such
warrants to or through broker-dealers, and these broker-dealers may receive
compensation in the form of discounts, concessions or commissions from the
selling warrantholders and/or the purchasers of the unit warrants for whom such
broker-dealers may act as agents or to whom they sell as principals, or both
(which compensation as to a particular broker-dealer might be in excess of
customary commissions).

We are required to keep this registration statement effective until the
earlier of:

. July 15, 2010;

. the date on which all of the unit warrants have been exercised; or

However, as long as any affiliate of ours holds unit warrants or shares of our
common stock issued upon exercise of such unit warrants, we will be required to
keep this registration statement effective.

In order to comply with the applicable securities laws of particular states,
if applicable, the unit warrants and shares of our common stock will be sold in
the jurisdictions only through registered or licensed brokers or dealers. In
addition, in particular states, the unit warrants and shares of our common
stock may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.

The selling warrantholders and any broker-dealers or agents that participate
with the selling warrantholders in the distribution of the unit warrants or the
shares of our common stock issued upon the exercise of the unit warrants may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933,
and any commissions received by them and any profit on the resale of the unit
warrants or the shares of our common stock issued upon the exercise of such
unit warrants purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act of 1933.

Each selling warrantholder will be subject to applicable provisions of the
Securities Exchange Act of 1934 and the rules and regulations thereunder, which
provisions may limit the timing of purchases and sales of shares of our common
stock by the selling warrantholders.

We will pay for all costs of the registration of the unit warrants,
including, without limitation, SEC filing fees and expenses of compliance with
state securities or "blue sky" laws; except that, the selling warrantholders
will pay all underwriting discounts and selling commissions, if any. We have
agreed to indemnify the selling warrantholders against particular civil
liabilities, including some liabilities under the Securities Act of 1933, or we
will compensate them for some of these liabilities incurred in connection
therewith.

LEGAL MATTERS

The validity of the securities offered hereby will be passed upon for us and
the selling stockholders by Winston & Strawn, Chicago, Illinois.

EXPERTS

The consolidated financial statements and schedule of AirGate PCS, Inc. and
subsidiaries as of September 30, 2001 and 2000, and for the years ended
September 30, 2001 and 2000, and for the nine months ended September 30, 1999,
have been incorporated by reference herein and in the registration statement in
reliance upon the reports of KPMG LLP, independent accountants, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing.

The consolidated financial statements of iPCS, Inc. and Subsidiaries and
Predecessor as of September 30, 2001 and December 31, 2000, and for the nine
months ended September 30, 2001, for the year ended December 31, 2000 and for
the period from January 22, 1999 (date of inception) through December 31, 1999,
incorporated by reference from the Current Report on Form 8-K of AirGate PCS,
Inc. filed with the Commission on November 30, 2001 have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report, which
is incorporated herein by reference, and have been so incorporated in reliance
upon the report of such firm given upon their authority as experts in
accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference room located at 450 5th Street, N.W., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference room. Our SEC filings are also available to the public from
commercial document retrieval services and at the web site maintained by the
SEC at: http://www.sec.gov. Reports, proxy statements and other information
pertaining to us may also be inspected at the offices of The Nasdaq National
Market, which is located at 1735 K. Street, N.W., Washington, D.C. 20006.

We filed a registration statement on Form S-3 to register with the SEC the
securities offered by this prospectus. This prospectus is a part of that
registration statement. As allowed by SEC rules, this prospectus does not
contain all of the information you can find in our registration statement or
the exhibits to the registration statement.

You should rely only on the information or representations provided in this
prospectus or any prospectus supplement. We have not authorized anyone else to
provide you with different information. Neither we nor the selling
warrantholders may make an offer of our securities in any state where the offer
is not permitted. The delivery of this prospectus does not, under any
circumstances, mean that there has not been a change in our affairs since the
date of this prospectus. It also does not mean that the information in this
prospectus is correct after this date.

Our address on the world wide web is http://www.airgatepcsa.com. The
information on our web site is not a part of this document.

INCORPORATION BY REFERENCE

The SEC allows us to "incorporate by reference" the information we file with
it, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by

reference is considered to be part of this document, and information that we
file later with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings we will make with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934:

Filings Period or Date Filed
------- --------------------

Annual Report on Form 10-K............. Year ended September 30, 2001

Current Report on Form 8-K............. November 30, 2001

The description of our common stock set
forth on Form 8-A (File No. 0-27455). September 24, 1999

We incorporate by reference additional documents that we may file with the
SEC between the date of this document and the date of the completion of the
offering of the securities described in this prospectus. These documents
include periodic reports, such as Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy
statements.

You can obtain any of the documents incorporated by reference in this
document from us, or from the SEC through the SEC's Internet world wide web
site at the address described above. Documents incorporated by reference are
available from us without charge, excluding any exhibits to those documents,
unless the exhibit is specifically incorporated by reference as an exhibit in
this document. You can obtain documents incorporated by reference in this
document by requesting them in writing or by telephone from us at the following
address:

AirGate PCS, Inc.
Harris Tower
233 Peachtree Street NE, Suite 1700
Atlanta, Georgia 30303
Attention: Sharon Kushner
(404) 525-7272

E-mail: skushner@airgatepcsa.com

Any statement contained in a document incorporated or deemed incorporated
herein by reference shall be deemed to be modified or superseded for the
purpose of this prospectus to the extent that a statement contained herein or
in any subsequently filed document which also is, or is deemed to be,
incorporated herein by reference 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 prospectus.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

All capitalized terms used and not defined in Part II of this registration
statement shall have the meaning assigned to them in the Prospectus which forms
a part of this registration statement.

Item 14. Other Expenses of Issuance and Distribution.

The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the Registrant in connection
with the sale of the common stock being registered. All amounts are estimates
except the Securities and Exchange Commission registration fee.

SEC registration fee........ $ 3,801
Printing expenses........... $ 5,000
Legal fees and expenses..... $25,000
Accounting fees and expenses $15,000
Miscellaneous............... $ 5,000
-------
Total................ $53,801
=======

Item 15. Indemnification of Directors and Officers.

In accordance with the General Corporation Law of the State of Delaware
(being chapter 1 of Title 8 of the Delaware code), the registrant's Certificate
of Incorporation provides as follows:

The registrant shall indemnify any person who was or is a party or is
threatened to be made a party to, or is otherwise involved in, any action, suit
or proceeding by reason of the fact that such person is or was a director or an
officer of the registrant, whether the basis for such action or proceeding is
an alleged action in an official capacity as an officer or director or in any
other capacity while such person was serving as a director or officer of the
registrant. The registrant shall indemnify such person to the fullest extent
allowed by the Delaware law against all expense, liability and loss (including
attorney's fees, judgments, fines, ERISA excise tax, or penalties and amounts
paid in settlement) reasonably incurred or suffered by the indemnitee in
connection with such action or suit. The registrant's Certificate of
Incorporation also empowers the indemnitee to recover unpaid amounts of a claim
for indemnification by brining suit against the registrant to recover any
unpaid amount of a claim.

The right of indemnification includes the right of the indemnitee to be paid
by the registrant for the expenses incurred in defending any such proceeding in
advance of its final disposition; provided, however, that, that if the Delaware
law requires, an advancement of expenses incurred by an indemnitee in his or
her capacity as a director or officer will be made only upon delivery to the
registrant of an undertaking, by or on behalf of such indemnitee, to repay all
amounts advanced if it shall ultimately be determined by final judicial
decision, from which there is no further right to appeal, that such indemnitee
is not entitled to be indemnified for such expenses.

The right to indemnification and to the advancement of expenses provided for
by the Certificate of Incorporation is not exclusive of any other right to
which the indemnitee may have or hereinafter acquire. Moreover, the registrant
may purchase and maintain insurance, at its expense, to protect itself and any
director or officer of the registrant against any liability asserted against
him or her in any such capacity, or arising out of such person's status as
such, whether or not the registrant would have the power to indemnify him
against such liabilities under the laws of Delaware.

In addition to indemnification provided to the registrant's officers and
directors in the Certificate of Incorporation and under the laws of Delaware,
the registrant has entered into indemnification agreements with certain
officers and directors to provide them with further assurances and protection
from liability that they may incur in their respective positions and duties in
connection with any public offering to any fiduciary obligation

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owed with respect to the registrant and its stockholders. The registrant has
agreed to indemnify and hold harmless, to the extent permitted under Delaware
law, each person and affiliated person (generally, any director, officer,
employee, controlling person, agent, or fiduciary of the indemnified person),
provided that the indemnified person was acting or serving at the registrant's
request in his capacity as either an officer, director, employee, controlling
person, fiduciary or other agent or affiliate of the registrant. Under the
indemnification agreements, each person is indemnified against any and all
liabilities (described below) that occur in connection with any threatened,
pending or completed action, suit, proceeding, alternative dispute resolution
mechanism or hearing, inquiry or investigation that such indemnitee in good
faith believes may lead to the institution of any such action whether civil,
criminal, administrative or other. As a condition to receiving indemnification,
indemnities are required to give notice in writing to the registrant of any
claim for which indemnification may be sought under such agreement.

The agreement provides that an indemnitee may receive indemnification
against any and all (1) expenses (including attorney's fees and other costs,
expenses and obligations incurred), judgments, fines and penalties; (2) amounts
paid in settlement (if such settlement is approved by the registrant); (3) any
federal, state, local or foreign taxes imposed on an indemnitee as a result of
the receipt of any payments under the indemnification agreement; and (4) all
interest, assessments and other charges paid or payable in connection with such
expenses. An indemnified person will be indemnified against expenses to the
extent that he is successful on the merits or otherwise, including dismissal of
an action without prejudice, in defense of any action, suit, proceeding,
inquiry or investigation. Expenses that the indemnified person have or will
incur in connection with a suit or other proceeding may be received in advance
within 10 days of written demand to the registrant.

Prior to receiving indemnification or being advanced expenses, a committee,
consisting of either members of the board of directors or any person appointed
by the board of directors, must not have determined the indemnified person
would not be permitted to indemnification under Delaware law and, in the case
of advanced expenses, that the registrant will be entitled to be reimbursed by
the indemnitee. If there is a change in control (as defined in the
indemnification agreement) that occurs without majority approval of the board
of directors, then the committee will consist of independent legal counsel
selected by the indemnified person and approved by the registrant to render a
written opinion as to whether and to what extent the indemnitee would be
permitted to indemnification under applicable law. Under the indemnification
agreement, an indemnified person may appeal a determination by the committee's
determination not to grant indemnification or advance expenses by commencing a
legal proceeding. Failure of the committee to make an indemnification
determination or the termination of any claim by judgment, order, settlement,
plea of nolo contendere, or conviction does not create a presumption that
either (1) the indemnified person did not meet a particular standard of conduct
or belief or (2) that the court has determined that indemnification is not
available.

Under the indemnification agreement, an indemnitee is entitled to
contribution from the registrant for losses, claims, damages, expenses or
liabilities as well as other equitable considerations upon the determination of
a court of competent jurisdiction that indemnification provided for under the
agreement is not available. The amount contributed by the registrant will be in
proportion, as appropriate, to reflect the relative benefits received by the
registrant and the indemnitee or, if such contribution is not permitted under
Delaware law, then the relative benefit will be considered with the relative
fault of both parties in the action or inaction which resulted in such
liability. In connection with the registration of the registrant's securities,
the relative benefits received by the registrant and indemnified person will be
deemed to be in the same respective proportions of the net proceeds from the
offering (less expenses) received by the registrant and the indemnified person.
The relative fault of the registrant and the indemnified person is determined
by reference to whether the untrue or alleged untrue statement of a material
fact or omission or alleged omission to state a material fact relates to
information supplied by the registrant or the indemnified person and their
relative intent, knowledge, access to information and opportunity to correct
such statement or omission.

Contribution paid takes into account the equitable considerations, if any,
instead of a pro rata or per capital allocation. In connection with the
offering of the registrant securities, an indemnified person will not be
required

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to contribute any amount in excess of (1) the proportion of the total of such
losses, claims, damages, or liabilities indemnified against equal to the
proportion of the total securities sold under the registration statement sold
by the indemnified person or (2) the proceeds received by the indemnified
person from the sale of securities under the registration statement. No person
found guilty of fraudulent misrepresentation, as defined in the agreement,
shall be entitled to contribution from any person who was not found guilty of
such fraudulent representation.

In the event that the registrant is obligated to pay the expenses of a claim
and upon written notice to the indemnified person, the registrant is entitled
to assume defense of the claim and select counsel which is approved by the
indemnified person. Upon receipt of the indemnitee's approval, the registrant
will directly incur the legal expenses and as a result will have the right to
conduct the defense as it sees fit in its sole discretion, including the right
to settle any claim against any indemnified party, without consent of the
indemnified person.

Item 16. Exhibits.

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

3.1 Amended and Restated Certificate of Incorporation of AirGate PCS, Inc. (Incorporated by
reference to Exhibit 3.1 to the quarterly report on Form 10-Q filed by the registrant with
the Commission on August 14, 2000 for the quarter ended June 30, 2000 (SEC File No.
000-27455))

3.2 Amended and Restated Bylaws of AirGate PCS, Inc. (Incorporated by reference to Exhibit
3.2 to the Registration Statement on Form S-1/A filed by the registrant with the
Commission on June 15, 1999 (SEC File Nos. 333-79189-02 and 333-79189-01))

4.1 Specimen of common stock certificate of AirGate PCS, Inc. (Incorporated by reference to
Exhibit 4.1 to the Registration Statement on Form S-1/A filed by the registrant with the
Commission on June 15, 1999 (SEC File Nos. 333-79189-02 and 333-79189-01))

4.2 Warrant Agreement dated as of July 12, 2000 by and between iPCS, Inc. and ChaseMellon
Shareholder Services, L.L.C., as warrant agent (Incorporated by reference to Exhibit 10.23
to the Registration Statement on Form S-4 filed by iPCS, Inc. with the Commission on
October 11, 2000 (SEC File No. 333-47688))

*5.1 Opinion of Winston & Strawn

*23.1 Consent of Winston & Strawn (included in Exhibit 5.1)

23.2 Consent of KPMG LLP

23.3 Consent of Deloitte & Touche LLP

*24.1 Powers of Attorney

* Previously filed.

Item 17. Undertakings

The registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933,

(ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement, notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the

II-3

changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement, and

(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;

provided, however, that clauses (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
clauses is contained in periodic reports filed with or furnished to the
commission by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the Registration Statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and this offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions described under Item 15 above, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this amended
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Atlanta, State of Georgia, on the 30th day of
November, 2001.

AIRGATE PCS, INC.

/S/ BARBARA L. BLACKFORD
By: ________________________________
Barbara L. Blackford
Vice President, General Counsel
and Corporate Secretary

Pursuant to the requirements of the Securities Act of 1933, this amended
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

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

* President, Chief Executive Officer November 30, 2001
--------------------- and Director (Principal Executive
Thomas M. Dougherty Officer)

/S/ ALAN B. CATHERALL Chief Financial Officer November 30, 2001
--------------------- (Principal Financial and Accounting
Alan B. Catherall Officer)

/S/ MICHAEL S. CHAE Director November 30, 2001
---------------------
Michael S. Chae

* Director November 30, 2001
---------------------
Bernard A. Bianchino

* Director November 30, 2001
---------------------
John R. Dillon

* Director November 30, 2001
---------------------
Robert A. Ferchat

* Director November 30, 2001
---------------------
Sidney E. Harris

* Director November 30, 2001
---------------------
Barry J. Schiffman

/S/ TIMOTHY M. YAGER Director November 30, 2001
---------------------
Timothy M. Yager

*/S/ BARBARA L. BLACKFORD
_______________________________________________________________________________
With Authority Pursuant

to a Power-of-Attorney Previously Filed with this Registration Statement

II-5

EXHIBIT INDEX

The following documents are filed herewith or incorporated herein by
reference.

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

3.1 Amended and Restated Certificate of Incorporation of AirGate PCS, Inc. (Incorporated by
reference to Exhibit 3.1 to the quarterly report on Form 10-Q filed by the registrant with the
Commission on August 14, 2000 for the quarter ended June 30, 2000 (SEC File No.
000-27455))

3.2 Amended and Restated Bylaws of AirGate PCS, Inc. (Incorporated by reference to Exhibit 3.2
to the Registration Statement on Form S-1/A filed by the registrant with the Commission on
June 15, 1999 (SEC File Nos. 333-79189-02 and 333-79189-01))

4.2 Warrant Agreement dated as of July 12, 2000 by and between iPCS, Inc. and ChaseMellon
Shareholder Services, L.L.C., as warrant agent (Incorporated by reference to Exhibit 10.23 to
the Registration Statement on Form S-4 filed by iPCS, Inc. with the Commission on October
11, 2000 (SEC File No. 333-47688))

*5.1 Opinion of Winston & Strawn

*23.1 Consent of Winston & Strawn (included in Exhibit 5.1)

23.2 Consent of KPMG LLP

23.3 Consent of Deloitte & Touche LLP

*24.1 Powers of Attorney

--------

* Previously filed

II-6