Edgar Filing: ALAMOSA HOLDINGS INC

As filed with the Securities and Exchange Commission on October 1, 2002
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

---------------------------------------------------------------------------------------------------------------
| TITLE OF EACH CLASS OF | AMOUNT TO BE | PROPOSED MAXIMUM | PROPOSED MAXIMUM | AMOUNT OF |
| SECURITY TO BE | REGISTERED | OFFERING PRICE PER | AGGREGATE OFFERING | REGISTRATION FEE |
| REGISTERED | | SHARE (3) | PRICE (3) | |
|-------------------------|---------------------|---------------------|----------------------|------------------|
|Common stock, par value | 800,000 shares (1) | $.32 | $256,000 | $23.55 |
|$0.01 per share (4) | | | | |
|-------------------------|---------------------|---------------------|----------------------|------------------|
|Common stock, par value | 200,000 shares (2) | $.32 | $ 64,000 | $ 5.89 |
|$0.01 per share (4) | | | | |
|-------------------------|---------------------|---------------------|----------------------|------------------|
|Total | 1,000,000 shares | | $320,000 | $29.44 |
---------------------------------------------------------------------------------------------------------------

(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 of 1933. The
proposed maximum offering price per share is based upon the average
of the high and low prices of the common stock on September 27, 2002,
on the Composite Tape of The New York Stock Exchange.

(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 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
January 1, 2002, 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, 2002, 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 Commission:

(a) Annual Report on Form 10-K for the year ended December 31, 2001;

(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 2002;

(d) Current Report on Form 8-K dated October 1, 2002;

(e) 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.

(f) 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 10.61
to the Quarterly Report on Form 10-Q for the period
ended June 30, 2002, 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 opinion).

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 October 1, 2002.

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 October 1, 2002.

SIGNATURE TITLE

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

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

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

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

/s/ Thomas Hyde
---------------------------------------- Director
Thomas Hyde

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

/s/ Tom M. Phelps
---------------------------------------- Director
Tom M. Phelps

/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