UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): April 22, 2005
Alamosa Holdings, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-32357 75-2890997
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
5225 S. Loop 289, Lubbock, Texas, 79424
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (806) 722-1100
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
/_/ Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
/_/ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
/_/ Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
/_/ Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 3.02 Unregistered Sales of Equity Securities.
On April 22, 2005, Alamosa Holdings, Inc. ("Alamosa") completed a private
exchange transaction pursuant to which a holder of Alamosa's Series B
Convertible Preferred Stock, par value $0.01 per share ("Preferred Stock"),
delivered to Alamosa 37,661 shares of Preferred Stock in exchange for 2,825,682
newly issued shares of Alamosa's common stock, par value $0.01 per share. The
shares of common stock issued in exchange for the Preferred Stock were exempt
from the registration requirements of the Securities Act of 1933 pursuant to
Section 3(a)(9) thereunder. At the close of the transaction, there were
156,884,671 shares of Alamosa's common stock outstanding.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: April 22, 2005
ALAMOSA HOLDINGS, INC.
By: /s/ Kendall W. Cowan
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Kendall W. Cowan
Chief Financial Officer