<PAGE>
As filed with the Securities and Exchange Commission on September 8, 2000
Registration No. 333-43788
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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AMENDMENT NO. 1
To
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FiberNet Telecom Group, Inc.
(Exact name of Registrant as specified in its charter)
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Delaware 4813 13-3859938
(Primary Standard Industrial (I.R.S. Employer
(State or other Classification Code Number) Identification No.)
jurisdiction of
incorporation or
organization)
570 Lexington Avenue
New York, New York 10022
(212) 405-6200
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
--------------------
Michael S. Liss
President and Chief Executive Officer
FiberNet Telecom Group, Inc.
570 Lexington Avenue
New York, New York 10022
(212) 405-6200
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies To:
Gordon Caplan, Esq. Gregory A. Ezring, Esq.
Mintz, Levin, Cohn, Ferris, Latham & Watkins
Glovsky and Popeo, P.C. 885 Third Avenue
Chrysler Center New York, New York 10022
666 Third Avenue (212) 906-1200
New York, New York 10022
(212) 986-7200
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Approximate date of commencement of proposed sale to public: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are being offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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 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 registration statement for the
same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier 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 which 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 the
Registration Statement shall become effective on such date as the Securities
and Exchange Commission, acting pursuant to Section 8(a), may determine.
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EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the Registration Statement is
solely to file certain exhibits to the Registration Statement, as set forth
below in Item 16(a) of Part II.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
The following table sets forth an itemization of all estimated expenses,
all of which we will pay, in connection with the issuance and distribution of
the securities being registered:
<TABLE>
<S> <C>
SEC Registration Fee...................................................
Nasdaq National Market Additional Listing Fee..........................
NASD Filing Fee........................................................
Printing and Engraving Fees............................................
Legal Fees and Expenses................................................
Accounting Fees and Expenses...........................................
Blue Sky Fees and Expenses.............................................
Transfer Agent and Registrar Fees......................................
Miscellaneous..........................................................
</TABLE>
Item 14. Indemnification of Directors and Officers.
Our certificate of incorporation provides that we shall indemnify to the
fullest extent authorized by the Delaware General Corporation Law, each person
who is involved in any litigation or other proceeding because such person is or
was one of our directors or officers or is or was serving as an officer or
director of another entity at our request, against all expense, loss or
liability reasonably incurred or suffered in connection therewith.
Section 145 of the Delaware General Corporation Law permits a corporation
to indemnify any director or officer of the corporation against expenses,
including attorney's fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with any action, suit or
proceeding brought by reason of the fact that such person is or was a director
or officer of the corporation, if such person acted in good faith and in a
manner that he reasonably believed to be in, or not opposed to, the best
interests of the corporation, and, with respect to any criminal action or
proceeding, if he or she had no reason to believe his or her conduct was
unlawful. In a derivative action, that is one brought by or on behalf of the
corporation, indemnification may be provided only for expenses actually and
reasonably incurred by any director or officer in connection with the defense
or settlement of such an action or suit if such person acted in good faith and
in a manner that he or she reasonably believed to be in, or not opposed to, the
best interests of the corporation, except that no indemnification shall be
provided if such person shall have been adjudged to be liable to the
corporation, unless and only to the extent that the court in which the action
or suit was brought shall determine that the defendant is fairly and reasonably
entitled to indemnity for such expenses despite such adjudication of liability.
Pursuant to Section 102(b)(7) of the Delaware General Corporation Law,
Article VII of our certificate of incorporation eliminates the liability of a
director to us or our stockholders for monetary damages for such a breach of
fiduciary duty as a director, except for liabilities arising:
. from any breach of the director's duty of loyalty to us or our
stockholders;
. from acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
. under Section 174 of the Delaware General Corporation Law; and
. from any transaction from which the director derived an improper
personal benefit.
Our bylaws provide that we must indemnify our directors, officers, and
employees to the fullest extent permitted by law. We believe that
indemnification under our bylaws covers at least negligence and gross
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<PAGE>
negligence on the part of indemnified parties. Our bylaws also permit us to
secure insurance on behalf of any officer, director, employee or other agent
for any liability arising out of his or her actions in this capacity,
regardless of whether the bylaws would permit indemnification. We have
purchased directors and officers liability insurance, which provides coverage
against specified liabilities.
Additionally, reference is made to the Underwriting Agreement filed as
Exhibit 1.1 hereto, which provides for indemnification by the underwriters of
FiberNet, our directors and officers who sign the Registration Statement and
persons who control us, under certain circumstances.
Item 15. Recent Sales of Unregistered Securities.
Previous Private Placements and Sales of Unregistered Securities
During the last three years, we have issued securities in private
placement transactions as follows:
November 1997 private placement. On November 24, 1997, we issued
1,000,000 shares of series A convertible preferred stock, at $5.125 per share,
and 80,000 shares of series B voting preferred stock in a private placement.
The series A convertible preferred stock was convertible into common stock at
any time up to November 24, 2000. On February 24, 2000, we converted all of
the outstanding series A convertible preferred stock to common stock. On May
7, 1999, we redeemed all of the outstanding series B voting preferred stock
for $.001 per share. These transactions were private placements, exempt from
registration pursuant to section 4(2) of the Securities Act.
Bridge warrants. On March 23, 1999 we issued a warrant to Trident
Technology Partners LLC to purchase 400,000 shares of common stock at a per
share exercise price equal to $0.50, in connection with a bridge loan. The
bridge warrants are exercisable in whole or in part, at any time from March
23, 1999 through March 23, 2004, upon payment of the exercise price. The
warrant allows Trident to pay the exercise price due under the warrant by
tendering to us a portion of the shares subject to the warrant instead of
paying the exercise price in cash. The transaction was a private placement and
exempt from registration pursuant to Regulation D of the Securities Act. On
May 1, 2000, Trident distributed all of their warrants to its members in
exchange for a redemption of their membership interests.
May 1999 private placement. On May 7, 1999, we entered into a securities
purchase agreement with a group of private investors, pursuant to which we
issued:
. 4% and 8% senior secured convertible notes, due May 7, 2004, referred
to as the May notes, to investors, in the principal aggregate amount
of $13.9 million, convertible into shares of our common stock at a
price of $1.50 per share;
. 133,333 shares of our series C convertible preferred stock, $0.001 par
value per share for a purchase price of $1.50 per share;
. class A warrants to purchase 6,204,000 shares of our common stock at a
purchase price of $0.67 per share; and
. class B warrants to purchase 1,700,000 shares of our common stock at a
purchase price of $1.50 per share.
The class A warrants and class B warrants may be exercised, in whole or
in part, at any time from May 7, 1999 through May 7, 2004, upon payment of the
exercise price. The warrants also allow the holder to pay the exercise price
by tendering to us a portion of the shares subject to the warrant instead of
paying the exercise price in cash. The exercise price may be adjusted from
time to time, as provided in the warrants, in order to prevent dilution of the
rights granted under the warrants. The transaction was a private placement and
exempt from registration pursuant to Regulation D of the Securities Act.
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September 1999 private placement. On September 28, 1999, we entered into
a securities purchase agreement pursuant to which we issued 8% senior secured
convertible notes due September 28, 2004, referred to as the September notes,
to a private group of investors in the aggregate principal amount of $12.5
million. The September notes are convertible into shares of our common stock at
a price of $3.00 per share. The transaction was a private placement and exempt
from registration pursuant to Regulation D of the Securities Act.
Conversion Transaction. On November 30, 1999, all of the May and
September notes were converted into shares of our common stock and we entered
into a conversion and exchange agreement giving the holders of the 4% May notes
the option of exchanging their common stock for series D preferred stock, the
holders of the 8% May notes the option of exchanging their common stock for
series E preferred stock, and the holders of the September notes the option of
exchanging their common stock for series F preferred stock. The series C
preferred stock held by purchasers of our May and September notes that did not
opt to convert their common stock into series D preferred stock, series E
preferred stock, or series F preferred stock automatically converted into
common stock on November 30, 1999. Pursuant to the conversion and exchange
agreement, we issued 4,360,935 shares of common stock, 309,143 shares of series
D preferred stock and 345,515 shares of series E preferred stock to the
noteholders.
Credit Facility Warrants. On April 11, 2000, we issued warrants to
purchase 1,513,842 shares of our common stock at a purchase price of $18.062
per share. The warrants were issued in connection with a $75 million senior
secured credit facility. We have agreed to issue additional warrants to
purchase up to an additional 1% of our common stock every six months as long as
the loans under the credit facility remain outstanding, up to a maximum of 4%
of our common stock. This transaction was a private placement exempt from
registration pursuant to Section 4(2) of the Securities Act.
Nortel Issuance. On June 30, 2000, we entered into a securities purchase
agreement, with Nortel Networks Inc. under which we issued 2,000,000 shares of
series G convertible preferred stock to Nortel for an aggregate purchase price
of $20,000,000. On July 31, 2000, we entered into a second securities purchase
agreement with Nortel under which we issued 426,333 shares of series H
convertible preferred stock to Nortel for an aggregate purchase price of
$42,633,333, consisting of $22,500,000 in cash and their 2,000,000 shares of
series G preferred stock, including $133,333 of accrued dividends. On August
11, we entered into a third securities purchase agreement under which we issued
62,500 shares of series I convertible preferred stock to Nortel for an
aggregate purchase price of $7.5 million. The conversion ratio for the series H
series I preferred stock is ten shares of common stock for every one share of
series H preferred stock, subject to certain customary anti-dilution
adjustments made from time to time pursuant to the certificate of designation
of the series H preferred. These transactions were private placements exempt
from registration pursuant to section 4(2) of the Securities Act.
Option Grants
On May 7, 1999, we entered into an employment agreement with Richard
Sayers under which we granted Mr. Sayers stock options to purchase 250,000
shares of our common stock. Stock options to purchase 125,000 shares vested on
May 7, 1999 and the remaining 125,000 options vested in equal monthly
installments during the one year term of the agreement. This option grant was a
private placement exempt from registration pursuant to section 4(2) of the
Securities Act.
On June 30, 1999 we entered into an option agreement with Tishman Speyer
Properties, L.P., referred to as TSP, under which we granted TSP stock options
to purchase 1,000,000 shares of our common stock for a purchase price of $1.50
per share. On February 1, 2000, TSP exercised its stock options to purchase all
1,000,000 shares. This option grant was a private placement exempt from
registration pursuant to section 4(2) of the Securities Act.
On October 1, 1999 we entered into an option agreement with Pacer
International, Inc. under which we issued to Pacer stock options to purchase
600,000 shares of our common stock at $3.00 per share. On February 29, 2000,
Pacer exercised its stock options with respect to all 600,000 shares. The
transaction was a private placement and exempt from registration pursuant to
Regulation D of the Securities Act.
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Prior to terminating our employee equity participation program on May 7,
1999 we had granted 1,328,168 stock options under this plan. Options to
purchase an aggregate of 768,945 shares of our common stock remain outstanding
under our employee equity participation program. These option grants were
private placements exempt from registration pursuant to section 4(2) of the
Securities Act.
As of June 30, we had granted stock options to purchase approximately
7,072,334 shares of our common stock to 40 employees, directors and consultants
pursuant to our equity incentive plan. The options typically vest annually over
three years from the date of grant. The exercise price for the options ranges
from $3.00 to $11.06 per share. These option grants were private placements
exempt from registration pursuant to section 4(2) of the Securities Act.
Other Issuances of Unregistered Securities
Agreement with Metromedia Fiber Network Services. On December 17, 1999 we
entered into a private network agreement and a related exchange and
registration agreement with Metromedia Fiber Network Services, Inc., referred
to as MFN, under which we issued 5,000,000 shares of our common stock to MFN.
The transaction assumed a per share price of $8.69. As a result of the
transaction, MFN holds approximately eighteen percent of our common stock. The
transaction was a private placement and exempt from registration pursuant to
Regulation D of the Securities Act of 1933.
Conversion Warrants. At the time of the May private placement, we had
outstanding payables to Messrs. Chiaino, Petrocelli, Polan, Tortoretti and
entities controlled by them. We paid these accounts payable with the following:
. on June 30, 1999 we entered into an agreement with Mr. Chiaino under
which we issued to Mr. Chiaino 41,664 shares of common stock and
warrants to purchase 27,498 shares of our common stock at a purchase
price of $0.67 per share.
. on June 30, 1999 we also entered into an agreement with Petrocelli
Electric Company Inc., LPS Consultants, Inc. and LTJ Group under which
we issued 309,865 shares of our common stock, warrants to purchase
204,511 shares of our common stock at a purchase price of $0.67 per
share and warrants to purchase 390,000 shares of our common stock at a
purchase price of $1.50 per share.
The warrants issued to Mr. Chiaino, Petrocelli Electric Company Inc., LPS
Consultants, Inc. and LTJ Group, may be exercised, in whole or in part, at any
time from June 30, 1999 through June 30, 2004, upon payment of the exercise
price. The conversion warrants also allow the holders to pay the exercise price
due under the warrant by tendering to us a portion of the shares subject to the
warrant instead of paying the exercise price in cash.
Settlement Agreement. On March 1, 2000 in settlement of certain
litigation, we issued:
. warrants to purchase 23,422 shares of our common stock at a purchase
price of $0.67 per share to Trident Telecom Management, LLC;
. 66,667 shares of our common stock and warrants to purchase 44,000
shares of our common stock at a purchase price of $0.67 per share to
Trident Telecom Management, LLC, for consideration of $100,000;
. 35,764 shares of our common stock and warrants to purchase 1,997
shares of our common stock at a purchase price of $0.67 per share to
Bruno Guazzoni, for consideration of approximately $290,000;
. 47,074 shares of our common stock and warrants to purchase 3,994
shares of our common stock at a purchase price of $0.67 per share to
Pacific Alliance, LLC; and
. 35,305 shares of our common stock and warrants to purchase 2,995
shares of our common stock at a purchase price of $0.67 per share to
Emral Holdings, Ltd.
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All of the warrants issued pursuant to the settlement agreement are
exercisable in whole or in part, at any time from May 7, 1999 through May 7,
2004, upon payment of the exercise price. The warrants also allow the holders
to pay the exercise price due under the warrant by tendering to us a portion of
the shares subject to the warrant instead of paying the exercise price in cash.
The exercise price may be adjusted from time to time to prevent dilution of the
rights granted under the warrants. The shares and warrants issued pursuant to
this agreement were a private placement, exempt from registration pursuant to
section 4(2) of the Securities Act.
Agreement with Tishman Speyer Properties, L.P. On May 26, 2000, we
entered into an agreement with Tishman Speyer Properties, L.P. under which we
will issue up to 1.6 million shares of our common stock in exchange for
exclusive license agreements for the deployment and operation of our FINs in
selected buildings.
Any stock issuances under this agreement will be exempt from registration
pursuant to Section 4(2) of the Securities Act.
Devnet Acquisition. In April 2000, we acquired 3% of Devnet L.L.C. In
July 2000, we acquired the remaining 97%, which gave us control of 100% of
Devnet. We issued 3,461,162 shares of our common stock, granted options to
purchase an additional 344,839 shares of our common stock and paid
approximately $18 million in cash in connection with these transactions. Devnet
manages relationships between service providers and property owners and
managers. Devnet has long-term exclusive contracts to control communications
access to 210 class A commercial office buildings in major markets nationwide,
of which 25 buildings are in our target markets. This real estate includes
properties owned by Teachers Insurance and Annuity Association of America and
Prime Realty Trust.
Item 17. Undertakings.
The undersigned registrant hereby undertakes to provide to the
underwriters at the closing specified in the Underwriting Agreement,
certificates in such denominations and registered in such names as required by
the underwriters to permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 14 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 Securities 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 Securities Act and will be governed by the final adjudication
of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed
as part of this Registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed
to be part of this Registration statement as of the time it was declared
effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus 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.
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Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
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<C> <S>
*1.1 Form of Underwriting Agreement.
**2.1 Agreement and Plan of Reorganization, dated as of June 2, 2000, by and
among us, FiberNet Holdco, Inc., FiberNet Merger Sub, Inc., Devnet
Merger Sub, LLC, Devnet L.L.C. and FP Enterprises L.L.C.
**3.1 Certificate of Incorporation, dated May 17, 2000.
**3.2 Certificate of Amendment to Certificate of Incorporation, dated July
31, 2000.
**3.3 Certificate of Designation of Series C Preferred Stock, dated July 31,
2000.
**3.4 Certificate of Designation of Series D Preferred Stock, dated July 31,
2000.
**3.5 Certificate of Designation of Series E Preferred Stock, dated July 31,
2000.
**3.6 Certificate of Designation of Series F Preferred Stock, dated July 31,
2000.
**3.7 Certificate of Designation of Series H Preferred Stock, dated July 28,
2000.
**3.8 Certificate of Designation of Series I Preferred Stock, dated August
11, 2000.
3.9 Amended and Restated By-Laws of the Company adopted August 17, 2000.
**4.1 Form of certificate for our Common Stock.
**4.2 Form of Warrant.
**4.3 Form of Warrant.
**4.4 Registration Rights Agreement, dated as of May 7, 1999 by and among us
and the stockholders listed therein.
**4.5 Stockholders Agreement, dated as of May 7, 1999 by and among us and
the stockholders listed therein.
**4.6 Amendment, dated as of June 30, 2000, between FiberNet Telecom Group,
Inc., Signal Equity Partners, L.P. (formerly known as Signal Capital
Partners, L.P.), as the Majority in Interest of the Purchasers, and
Nortel Networks Inc., to the Stockholders Agreement dated as of May 7,
1999 by and among FiberNet Telecom Group, Inc. and the Stockholders
listed therein.
**4.7 Second Amendment, dated as of July 28, 2000, between FiberNet Telecom
Group, Inc., Signal Equity Partners, L.P. (formerly known as Signal
Capital Partners, L.P.), as the Majority in Interest of the
Purchasers, and Nortel Networks Inc., to the Stockholders Agreement
dated as of May 7, 1999 by and among FiberNet Telecom Group, Inc. and
the Stockholders listed therein.
**4.8 Third Amendment, dated as of August 11, 2000, between FiberNet Telecom
Group, Inc., Signal Equity Partners, L.P. (formerly known as Signal
Capital Partners, L.P.), as the Majority in Interest of the
Purchasers, and Nortel Networks Inc., to the Stockholders Agreement
dated as of May 7, 1999 by and among FiberNet Telecom Group, Inc. and
the Stockholders listed therein.
**4.9 Warrant Agreement, dated as of April 11, 2000 by and among us,
Deutsche Bank Securities Inc. and Toronto Dominion (Texas), Inc.
</TABLE>
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<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------- ----------------------
<C> <S>
4.10 Warrant Agreement, dated as of July 31, 2000 by and among us and First
Union National Bank.
**4.11 Warrant Escrow Agreement, dated as of April 11, 2000 by and among us,
Deutsche Bank Securities Inc., Toronto Dominion (Texas), Inc. and
Bankers Trust Company.
**4.12 Registration Rights Agreement, dated as of June 30, 2000, between
FiberNet Telecom Group and Nortel Networks Inc.
*5.1 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. with
respect to the legality of securities being registered.
**10.1 Office Lease Agreement, between Hudson Telegraph Associates and
FiberNet Telecom Group, Inc. dated as of February 17, 1998.
**10.2 Master Lease Agreement, between Comdisco, Inc. and us dated as of July
27, 1998.
**10.3 Agreement of Lease, between 570 Lexington Company, L.P. and FiberNet
Telecom Group, Inc. dated as of August 3, 1998.
**10.4 Securities Purchase Agreement, dated as of May 7, 1999 by and among us
and the purchasers listed therein.
**10.5 Employment Agreement, dated as of May 7, 1999 between us and Michael
S. Liss.
**10.6 Employment Agreement, dated as of May 7, 1999 between us and Roy
(Trey) D. Farmer.
**10.7 Securities Purchase Agreement, dated as of September 28, 1999 by and
among us and the purchasers listed therein.
**10.8 First Amendment dated as of September 28, 1999 to the Security
Agreement dated as of May 7, 1999 from us and our subsidiaries to the
Collateral Agent listed therein.
**10.9 First Amendment dated as of September 28, 1999 to the Guaranty
Agreement dated as of May 7, 1999 made by FiberNet Telecom, Inc.,
FiberNet Equal Access, L.L.C. and Local Fiber, L.L.C.
**10.10 First Amendment dated as of September 28, 1999 to the Pledge Agreement
dated as of May 7, 1999 between FiberNet Telecom, Inc. and the
Collateral Agent listed therein.
**10.11 First Amendment dated as of September 28, 1999 to the Parent Pledge
Agreement dated as of May 7, 1999 between us and the Collateral Agent
listed therein.
**10.12 Option Agreement, between us and Pacer International, Inc. dated as of
October 1, 1999.
**10.13 Employment Agreement, dated as of October 4, 1999 between us and Les
Hankinson.
</TABLE>
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<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
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<C> <S>
**10.14 Conversion and Exchange Agreement dated as of November 30, 1999.
**+10.15 Private Network Agreement, dated December 17, 1999 between us and
Metromedia Fiber Network Services, Inc.
10.16 Master Purchase Agreement dated as of December 31, 1999, between us
and Nortel Networks Inc.
10.17 Employment Agreement, dated as of January 18, 2000 between us and
Lance L. Mickel.
**10.18 Lease Agreement, dated February 29, 2000 between 111 Eighth Avenue
LLC and FiberNet Telecom Group, Inc.
**10.19 Credit Agreement, dated as of April 11, 2000 by and among us, the
institutions party thereto from time to time as lenders, Deutsche
Bank AG New York Branch, Deutsche Bank Securities Inc. and Toronto
Dominion (Texas), Inc.
**10.20 Note in favor of Deutsche Bank AG New York Branch dated as of April
11, 2000.
**10.21 Note in favor of Nortel Networks Inc. dated as of April 11, 2000.
**10.22 Note in favor of Toronto Dominion (Texas), Inc. dated as of April 11,
2000.
10.23 Note in favor of First Union National Bank dated as of July 31, 2000.
**10.24 Borrower Security Agreement dated as of April 11, 2000 by and between
us and Deutsche Bank AG New York Branch.
**10.25 Borrower Pledge Agreement dated as of April 11, 2000 by and between
us and Deutsche Bank AG New York Branch.
**10.26 Subsidiary Security Agreement, dated as of April 11, 2000 by and
between FiberNet Telecom, Inc. and Deutsche Bank AG New York Branch.
**10.27 Subsidiary Security Agreement, dated as of April 11, 2000 by and
between FiberNet Equal Access, L.L.C. and Deutsche Bank AG New York
Branch.
**10.28 Subsidiary Security Agreement, dated as of April 11, 2000 by and
between Local Fiber L.L.C. and Deutsche Bank AG New York Branch.
**10.29 Subsidiary Pledge Agreement, dated as of April 11, 2000 by and
between FiberNet Telecom, Inc. and Deutsche Bank AG New York Branch.
**10.30 Subsidiary Pledge Agreement, dated as of April 11, 2000 by and
between FiberNet Telecom, Inc. and Deutsche Bank AG New York Branch.
</TABLE>
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<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
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<C> <S>
**10.31 Subsidiary Guaranty Agreement, dated as of April 11, 2000 by and
between FiberNet Telecom, Inc. and Deutsche Bank AG New York Branch.
**10.32 Subsidiary Guaranty Agreement, dated as of April 11, 2000 by and
between FiberNet Equal Access, L.L.C. and Deutsche Bank AG New York
Branch.
**10.33 Subsidiary Guaranty Agreement, dated as of April 11, 2000 by and
between Local Fiber, L.L.C. and Deutsche Bank AG New York Branch.
10.34 Employment Agreement dated as of May 23, 2000 between us and Alan
Zendle.
10.35 Employment Agreement dated as of June 17, 2000 between us and Warren
Miller.
**10.36 Securities Purchase Agreement, dated as of June 30, 2000, between us
and Nortel Networks Inc.
**10.37 Securities Purchase Agreement, dated as of July 28, 2000, between us
and Nortel Networks Inc.
**10.38 Employment Agreement dated as of July 31, 2000 between us and Philip
DiGennaro.
**10.39 Securities Purchase Agreement, dated as of August 11, 2000, between us
and Nortel Networks Inc.
**10.40 First Amendment and Consent to the Credit Agreement, dated as of July
14, 2000 by and among us, FiberNet Operations, the institutions party
thereto from time to time as lenders, Deutsche Bank AG New York
Branch, Deutsche Bank Securities Inc. and Toronto Dominion (Texas),
Inc.
**10.41 Second Amendment to the Credit Agreement, dated as of July 28, 2000 by
and among us, FiberNet Operations, the institutions party thereto from
time to time as lenders, Deutsche Bank AG New York Branch, Deutsche
Bank Securities Inc. and Toronto Dominion (Texas), Inc.
10.42 First Amendment to Borrower Pledge Agreement, dated as of August 7,
2000, between FiberNet Operations, Inc., and Deutsche Bank AG New York
Branch.
10.43 Subsidiary Security Agreement, dated as of August 7, 2000, by and
between Devnet L.L.C. and Deutsche Bank AG New York Branch.
10.44 Subsidiary Guaranty Agreement, dated as of August 7, 2000, by and
between Devnet L.L.C. and Deutsche Bank AG New York Branch.
10.45 Pledge Agreement, dated as of August 7, 2000, by and between us and
Deutsche Bank AG New York Branch.
10.46 Pledge Agreement, dated as of August 7, 2000, by and between us and
Deutsche Bank AG New York Branch.
10.47 Guaranty Agreement, dated as of July 14, 2000, by and between us and
Deutsche Bank AG New York Branch.
</TABLE>
II-9
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------- ----------------------
<C> <S>
10.48 Security Agreement, dated as of July 14, 2000, by and between us and
Deutsche Bank AG New York Branch.
**10.49 Assignment and Assumption Agreement, dated as of August 11, 2000, by
and between us and FiberNet Operations, Inc.
10.50 Amendment Number 1 to Master Purchase Agreement, effective as of June
22, 2000, between us and Nortel Networks Inc.
**21.1 Subsidiaries.
**23.1 Consent of Arthur Andersen LLP.
*23.2 Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
**23.3 Consent of Mendelsohn Kary Bell & Natoli, P.C., Certified Independent
Auditors.
**24.1 Powers of Attorney.
</TABLE>
*To be filed by amendment.
**Previously filed.
+Portions have been omitted pursuant to a confidential treatment request.
(b) Financial Statement Schedules
Financial Statement Schedules are omitted because the information is
included in our consolidated financial statements or notes to those
consolidated financial statements.
II-10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has duly caused this Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in New York, New York on September 8, 2000.
FiberNet Telecom Group, Inc.
/s/ Michael S. Liss
By: _________________________________
Michael S. Liss
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed by the following
persons in the capacities held on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Michael S. Liss President, Chief Executive September 8, 2000
______________________________________ Officer, and Director
Michael S. Liss (principal executive
officer)
* Chief Financial Officer September 8, 2000
______________________________________ (principal financial and
Jon A. DeLuca accounting officer)
* Chief Operating Officer, September 8, 2000
______________________________________ Executive Vice President
Roy (Trey) D. Farmer III and Director
* Director September 8, 2000
______________________________________
Timothy P. Bradley
</TABLE>
II-11
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Director September 8, 2000
______________________________________
Steven G. Chrust
* Director September 8, 2000
______________________________________
Philip L. DiGennaro
* Director September 8, 2000
______________________________________
Charles J. Mahoney
* Director September 8, 2000
______________________________________
Richard E. Sayers
* Director September 8, 2000
______________________________________
William Vrattos
</TABLE>
* By executing his name hereto, Michael S. Liss is signing this document on
behalf of the persons indicated above pursuant to the powers of attorney
duly executed by such persons and filed with the Securities and Exchange
Commission.
/s/ Michael S. Liss
By:_________________________
Michael S. Liss
Attorney-in-fact
II-12
