As filed with the Securities and Exchange Commission on November 28, 2000
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Illuminet Holdings, Inc. Delaware 36-4042177
(Exact name of registrant (State of incorporation or (I.R.S. Employer
as specified in its charter) organization of registrant) Identification Number)
P.O. Box 2909
4501 Intelco Loop, S.E.
Lacey, Washington 98503
(360) 493-6000
(Address, including zip code and telephone number, including area code,
of each registrants principal executive office)
Roger H. Moore
President and Chief Executive Officer
P.O. Box 2909
4501 Intelco Loop, S.E.
Lacey, Washington 98503
(360) 493-6000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With Copies to:
James M. Ash
Blackwell Sanders Peper Martin LLP
2300 Main Street, Suite 1100
Kansas City, Missouri 64108
(816) 983-8000
Approximate date of commencement of proposed sale to the public: From time to
time after the registration statement becomes effective.
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
investment 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 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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<TABLE>
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CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------
Proposed Proposed
Title of each class of Amount to maximum maximum Amount of
securities to be registered be offering aggregate registration
registered price per offering fee
share price
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<S> <C> <C> <C> <C>
Common Stock, par value $.01 944,460 $25.9375 (2) $24,496,932 $6,468
per share (1) shares
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(1) Includes rights to purchase Series B Preference Stock associated with the
Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, as amended.
The maximum offering price per share is based on the average of the high and
low prices of the Registrant's Common Stock as listed on the Nasdaq National
Market System on November 24, 2000.
------------------
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 this Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
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PROSPECTUS
944,460 Shares
[graphic omitted]
COMMON STOCK
(par value $.01 per share)
This Prospectus relates to 944,460 shares (the "Shares") of our common
stock, par value $.01 per share (the "Common Stock"). The Shares may be offered
by certain of our stockholders (the "Selling Stockholders") from time to time in
transactions on the Nasdaq National Market System, in privately negotiated
transactions or otherwise at fixed prices that may be changed, at market prices
prevailing at the time of sale, at prices related to such market prices or at
negotiated prices. The Shares were originally issued by us in connection with
our acquisition of National Telemanagement Corporation ("NTC") by and through a
merger (the "NTC Merger") of our wholly-owned subsidiary, Illuminet
Telemanagement, Inc., with and into NTC pursuant to the Agreement and Plan of
Merger dated June 12, 2000 by and among us, Illuminet Telemanagement, Inc. and
NTC.
We will not receive any of the proceeds from the sale of the Shares. All
expenses of registration incurred in connection with this offering are being
borne by us, but all selling and other expenses incurred by the Selling
Stockholders will be borne by the Selling Stockholders.
Our Common Stock is listed on the Nasdaq National Market under the symbol
"ILUM." On November 24, 2000, the closing price of our Common Stock on the
Nasdaq National Market was $27.0625 a share.
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 3.
The Securities and Exchange Commission and state securities regulators
have not approved or disapproved of these securities, or determined if this
Prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
___________, 2000
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TABLE OF CONTENTS
Page
About This Prospectus........................................................2
Illuminet Holdings, Inc......................................................2
Forward-Looking Statements...................................................2
Risk Factors.................................................................3
Use Of Proceeds.............................................................12
Selling Stockholders........................................................12
Plan Of Distribution........................................................14
Legal Matters...............................................................15
Experts.....................................................................15
Where You Can Find More Information.........................................15
ABOUT THIS PROSPECTUS
You should rely only on the information contained in this Prospectus. We
have not authorized anyone to provide you with information different from that
which is contained in this Prospectus. The Selling Stockholders are offering to
sell shares of our Common Stock and are seeking offers to buy shares of our
Common Stock 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 Common Stock.
In this Prospectus, "we," "us" or "Illuminet" refers to Illuminet Holdings,
Inc., together with its predecessors and subsidiaries, including NTC, unless the
context requires otherwise.
ILLUMINET HOLDINGS, INC.
Founded in 1981, Illuminet is a provider of advanced nationwide signaling
and intelligent network services to the communications industry. Connection to
the Illuminet network gives carriers access to the system of signaling networks
of nearly the entire U.S. public-switched telecommunications infrastructure
through a single source. Illuminet specializes in SS7 network services and
intelligent network solutions for services such as calling name delivery,
calling card validation, wireless roaming, number portability, network usage
measurement, network management, Operations Support System (OSS) mediation
services, clearinghouse services, toll-free database and other specialized
database access functions.
Illuminet is a registered service mark with the United States Patent and
Trademark Office. iRoam is a service mark and Smartpay Wireless is a registered
trademark of NTC.
Our principal executive offices are located at 4501 Intelco Loop, S.E.,
Lacey, Washington 98503 and our telephone number is (360) 493-6000. Our website
address is http://www.illuminet.com. The information on our website is not a
part of this Prospectus.
FORWARD-LOOKING STATEMENTS
We have made forward-looking statements in this document and in the
documents we incorporate by reference based on our management's beliefs and
assumptions and on information currently available to our management.
Forward-looking statements include information
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concerning our possible or expected future results of operations, business
strategies, financing plans, competitive position, potential growth
opportunities and the effects of competition. Forward-looking statements include
all statements that are not historical facts and usually can be identified by
the use of forward-looking terms such as the words "believes," "expects,"
"anticipates," "intends," "plans," "estimates" or similar expressions.
Forward-looking statements involve risks, uncertainties and assumptions.
Actual results may differ materially from those expressed in these
forward-looking statements. You should not put undue reliance on any
forward-looking statements. We do not have any intention or obligation to update
forward-looking statements after we distribute this Prospectus.
You should understand that many important factors could cause our results
to differ materially from those expressed in forward-looking statements. This
Prospectus identifies the material factors, including those identified in the
section, "Risk Factors," that we believe could cause our actual results to
differ, including our ability to provide reliable services, the impact of any
network outages, the ability of third party communications infrastructure
suppliers to maintain operational integrity of our connections and to continue
to provide and expand service to us, our ability to effectively and cost
efficiently acquire and integrate complimentary businesses and technologies,
continued acceptance of our SS7 network and the telecommunications market's
continuing use of SS7 technology, our ability to attract and retain employees
with requisite skills to execute our growth plans, intense competition in the
market for SS7 services and pricing pressures caused by competition and industry
consolidation. However, the results referred to in these forward-looking
statements could also be adversely affected by other factors that are not
discussed in this Prospectus.
RISK FACTORS
You should carefully consider the risks described below before making an
investment in our Common Stock. The risks described below are not the only ones
facing our company. Additional risks and uncertainties not presently known to us
or that we currently believe to be immaterial may also impair our business
operations. If any of the following risks occurs, our business, financial
condition or operating results could be materially adversely affected. In such
case, the trading price of our Common Stock could decline and you may lose all
or part of your investment.
System failures, delays and other problems could harm our reputation and
business, cause us to lose customers and expose us to customer liability.
Our success depends on our ability to provide reliable services. Our
operations could be interrupted by any damage to or failure of:
o our network;
o our connections to third parties; and
o our computer hardware or software or our customers' or suppliers'
computer hardware or software.
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Our systems and operations are also vulnerable to damage or interruption
from:
o power loss, transmission cable cuts and other telecommunications
failures;
o fires, earthquakes, floods and other natural disasters;
o computer viruses or software defects;
o physical or electronic break-ins, sabotage, intentional acts of
vandalism and similar events; and
o errors by our employees or third-party service providers.
Any such damage or failure or the occurrence of any of these events could
disrupt the operation of our network and the provision of our services and
result in the loss of current and potential customers.
From time to time, we experience outages of our services. For example, on
two occasions, once in 1997 and once in 1998, flaws in third-party software
caused network outages that disrupted the ability of our customers to connect
through our network to other parts of the U.S. telecommunications system. As a
result of these outages, some of our customers reduced their usage of our
network. More recently, in June of this year, several of our customers in the
Northeast region of the United States experienced a similar disruption when a
road maintenance crew cut a carrier's fiber cable bundle that contained multiple
links servicing our two pairs of signal transfer points to our SS7 network in
that region. Because several of these links were routed by the carrier through
the severed cable bundle, the redundant design of our network did not prevent a
service interruption. Our emergency response procedures were immediately
activated. To date, no customers have indicated that this outage will affect
their continued relationship with us, although they may do so in the future. At
other times we have experienced minor, customer specific outages which have not
had a material adverse impact on our customer relations.
Our contracts with customers generally contain provisions designed to
limit our exposure to potential product liability claims. These provisions
include disclaimers of warranties and limitations on liability for special,
consequential and incidental damages. In addition, our agreements generally
limit the amounts recoverable for damages to the amounts paid by the customer to
us for the product or service giving rise to the damages. However, a court or
arbitrator may not enforce these contractual limitations on liability, and we
may be subject to claims based on errors in our software or mistakes in
performing our services. Any of those claims, including any relating to damages
to our customers' internal systems, whether or not successful, could harm our
business by increasing our costs and distracting our management.
Our reliance on third party communications infrastructure, hardware and software
exposes us to a variety of risks we cannot control.
Our success will depend on our network infrastructure, including the
capacity leased from telecommunications suppliers. We rely on AT&T, MCI
WorldCom, Sprint and other telecommunications providers for leased long-haul and
local loop transmission capacity. These
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companies provide the dedicated links that connect our network components to
each other and to our customers.
Our business also depends upon the capacity, reliability and security of
the infrastructure owned by third parties that is used to connect telephone
calls. Specifically, we currently lease capacity from regional partners on seven
of the 11 mated pairs of SS7 signal transfer points that comprise our network.
We have no control over the operation, quality or maintenance of a significant
portion of that infrastructure and whether or not those third parties will
upgrade or improve their equipment.
We depend on these companies to maintain the operational integrity of our
connections. If one or more of these companies is unable or unwilling to supply
or expand its levels of service to us in the future, our operations could be
severely interrupted. In addition, rapid changes in the telecommunications
industry have led to the merging of many companies. These mergers may cause the
availability, pricing and quality of the services we use to vary and could cause
the length of time it takes to deliver the services that we use to increase
significantly.
We rely on links, equipment and software provided to us from our vendors,
the most important of which are gateway equipment and software from Tekelec and
Agilent Technologies, Inc. (f/k/a Hewlett-Packard). We cannot assure you that we
will be able to continue to purchase equipment from these vendors on acceptable
terms, if at all. If we are unable to maintain current purchasing terms or
ensure product availability with these vendors, we may lose customers and
experience an increase in costs in seeking alternative suppliers of products and
services.
The costs and difficulties of acquiring and integrating complementary businesses
and technologies could impede our future growth and adversely affect our
competitiveness.
We may make investments in complementary companies, technologies or other
assets, exposing us to several risks, including:
o greater than expected costs and management time and effort involved in
identifying, completing and integrating acquisitions;
o potential disruption of our ongoing business and difficulty in
maintaining our standards, controls, information systems and
procedures;
o entering into markets and acquiring technologies in areas in which we
have little experience;
o acquiring intellectual property which may be subject to various
challenges from others in the telecommunications industry;
o the inability to successfully integrate the services, products and
personnel of any acquisition into our operations;
o a need to incur debt, which may reduce our cash available for
operations and other uses, or issue equity securities, which may
dilute the ownership interests of existing stockholders; and
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o realizing little, if any, return on our investment.
Our business depends on the acceptance of our SS7 network and the
telecommunications market's continuing use of SS7 technology.
Our future growth depends on the commercial success and reliability of our
SS7 network. Our SS7 network is a vital component of our intelligent network
services, which have been an increasing source of revenue for us. Our business
will suffer if our target customers do not use our SS7 network. Our future
financial performance will also depend on the successful development,
introduction and customer acceptance of new and enhanced SS7-based or delivered
products and services. We are not certain that our target customers will choose
our particular SS7 network solution or continue to use our SS7 network. In the
future, we may not be successful in marketing our SS7 network or any new or
enhanced products or services.
We may have difficulty attracting and retaining employees with the requisite
skills to execute our growth plans.
Our success depends, in part, on the continued service of our existing
management and technical personnel. If a significant number of those individuals
are unable or unwilling to continue in their present positions, we will have
difficulty in maintaining and enhancing our networks and services. This may
adversely affect our operating results and growth prospects.
In addition, we have experienced, and we expect to continue to experience,
difficulty in hiring and retaining highly skilled employees. Specifically, we
centralize a large portion of our technical operations in geographic areas in
which competition for technical talent is intense, due to the existence of
competing employers seeking employees with similar sets of skills. Our continued
success depends on our ability to attract, retain and motivate highly skilled
employees, particularly engineering and technical personnel. Failure to do so
may adversely affect our ability to expand our network and enhance our products
and services.
If we do not adapt to rapid technological change in the telecommunications
industry, we could lose customers or market share.
Our industry is characterized by rapid technological change and frequent
new product and service announcements. Significant technological changes could
make our technology obsolete. We must adapt to our rapidly changing market by
continually improving the responsiveness, reliability and features of our
network and by developing new network features, services and applications to
meet changing customer needs. We cannot assure you that we will be able to adapt
to these challenges or respond successfully or in a cost-effective way to
adequately meet them. Our failure to do so would adversely affect our ability to
compete and retain customers or market share.
We sell our products and services primarily to traditional
telecommunications companies. Many emerging companies are providing convergent
Internet protocol-based telecommunications services. Our future revenues and
profits will depend, in part, on our ability to provide products and services to
these Internet protocol-based telephony providers.
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The market for SS7 network services and related products is intensely
competitive and many of our competitors have significant advantages that could
adversely affect our business.
We compete in markets that are intensely competitive and rapidly changing.
Increased competition could result in fewer customer orders, reduced gross
margins and loss of market share, any of which could harm our business. We face
competition from large, well-funded regional providers of SS7 network services
and related products, such as regional Bell operating companies, GTE and
Southern New England Telephone, a unit of SBC Communications. Our prepaid
wireless account management and unregistered user services face competition from
Boston Communications Group, Priority Call, Subscriber Computing and Brite
Voice. We are aware of major Internet service providers, software developers and
smaller entrepreneurial companies that are focusing significant resources on
developing and marketing products and services that will compete with us. We
anticipate continued growth of competition in the telecommunications industry
and the entrance of new competitors into our business. We expect that
competition will increase in the near term and that our primary long-term
competitors may not yet have entered the market. Many of our current and
potential competitors have significantly more employees and greater financial,
technical, marketing and other resources than we do. Our competitors may be able
to respond more quickly to new or emerging technologies and changes in customer
requirements than we can. Also, many of our current and potential competitors
have greater name recognition and more extensive customer bases that they can
use to their advantage.
Our acquisition of NTC, our only acquisition to date, may not result in the
benefits we expect and may adversely affect our business if we do not
successfully integrate NTC.
On June 30, 2000, we acquired NTC which is our only acquisition to date.
We cannot guarantee that we will realize the benefits, strategic objectives,
operating advantages, new product and service enhancements or cost savings that
we expect. The integration of two businesses requires substantial management
time and other resources, and the combined entity is not always more successful
than the businesses would have been if they had remained independent. For
example, we could find it difficult to combine the management teams and
operations of the two businesses. In addition, the efforts we expend to
integrate the two businesses may detract from the day-to-day operation of our
core business which could have an adverse impact on our financial condition.
Our failure to achieve or sustain market acceptance at desired pricing levels
could impact our ability to maintain profitability or positive cash flow.
Competition and industry consolidation could result in significant pricing
pressure. This pricing pressure could cause large reductions in the selling
price of our services. For example, our competitors may provide customers with
reduced communications costs for Internet access or private network services,
reducing the overall cost of solutions and significantly increasing pricing
pressures on us. We may not be able to offset the effects of any price
reductions by increasing the number of our customers, generating higher revenues
from enhanced services or reducing our costs. We believe that the business of
providing network connectivity and related network services will likely see
increased consolidation in the future. Consolidation could
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decrease selling prices and increase competition in these industries, which
could erode our market share, revenues and operating margins.
The inability of our customers to successfully implement our services with their
existing systems could adversely affect our business.
Significant technical challenges exist in our business because many of our
customers:
o purchase and implement SS7 network services in phases;
o deploy SS7 connectivity across a variety of telecommunication switches
and routes; and
o integrate our SS7 network with a number of legacy systems, third-party
software applications and engineering tools.
Customer implementation currently requires participation by our order
management and our engineering and operations groups, each of which has limited
resources. Some customers may also require us to develop costly customized
features or capabilities, which increase our costs and consume a
disproportionate share of our limited customer service and support resources.
Also, we typically charge a one-time flat rate fee for initially connecting a
customer to our SS7 network and a monthly recurring flat rate fee after the
connection is established. If new or existing customers have difficulty
deploying our products or require significant amounts of our engineering service
support, we may experience reduced operating margins. Our customers' ability to
deploy our network services to their own customers and integrate them
successfully within their systems depends on our customers' capabilities and the
complexity involved. Difficulty in deploying those services could reduce our
operating margins due to increased customer support and could cause potential
delays in recognizing revenue until the services are implemented.
Capacity limits on our technology and network hardware and software may be
difficult to project and we may not be able to expand and upgrade our systems to
meet increased use.
As traffic from our customers through our network increases, we will need
to expand and upgrade our technology and network hardware and software. We may
not be able to accurately project the rate of increase in usage on our network.
In addition, we may not be able to expand and upgrade, in a timely manner, our
systems and network hardware and software capabilities to accommodate increased
traffic on our network. If we do not appropriately expand and upgrade our
systems and network hardware and software, we may lose customers and revenues.
We may need additional capital in the future and it may not be available on
acceptable terms.
We may require more capital in the future to:
o fund our operations;
o finance investments in equipment and corporate infrastructure needed
to maintain and expand our network;
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o enhance and expand the range of services we offer; and
o respond to competitive pressures and potential strategic
opportunities, such as investments, acquisitions and international
expansion.
We cannot assure you that additional financing will be available on terms
favorable to us, or at all. The terms of available financing may place limits on
our financial and operating flexibility. If adequate funds are not available on
acceptable terms, we may be forced to reduce our operations or abandon expansion
opportunities. Moreover, even if we are able to continue our operations, the
failure to obtain additional financing could reduce our competitiveness as our
competitors may provide better maintained networks or offer an expanded range of
services.
Regulations affecting our customers and future regulations to which we may be
subject may adversely affect our business.
Although we are not subject to telecommunications industry regulations,
the business of our customers is subject to regulation that indirectly affects
our business. The U.S. telecommunications industry has been subject to
continuing deregulation since 1984, when AT&T was required to divest ownership
of the Bell telephone system. We cannot predict when, or upon what terms and
conditions, further regulation or deregulation might occur or the effect of
regulation or deregulation on our business. Several services that we offer may
be indirectly affected by regulations imposed upon potential users of those
services, which may increase our costs of operations. In addition, future
services we may provide could be subject to direct regulation.
Fluctuations in our quarterly operating results may negatively impact and cause
volatility in our stock price.
Our revenues and operating results may vary significantly from quarter to
quarter due to a number of factors. In future quarters, our operating results
may be below the expectations of analysts and investors and, as a result, the
price of our Common Stock may fall or become volatile.
Factors that could cause quarterly fluctuations include:
o seasonal fluctuations in consumer use of telecommunications services;
o varying rates at which telecommunications companies, telephony
resellers and Internet service providers use our services;
o loss of customers through industry consolidation, or customer
decisions to deploy in-house technology;
o the timing and execution of individual contracts, particularly large
contracts;
o significant lead times before a product or service begins generating
revenues;
o volatile economic conditions specific to the telecommunications
industry; and
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o an inability to collect our accounts receivable.
We use a strategic relationship to implement and sell our network usage software
applications. We could lose revenues or incur significant costs to retain
revenues if this relationship is terminated.
We have a non-exclusive agreement with Agilent to sell our network usage
software applications. The agreement may be terminated with limited notice by
either party without cause or penalty. In the past, we have received significant
revenues under this agreement. There is no guarantee that Agilent will continue
to market our network usage software applications. If this relationship is
terminated or materially changes, we would be required to devote substantial new
resources to the distribution, sales and marketing, implementation and support
of our network usage software applications and our efforts may not be as
effective as those of Agilent.
There is a limited market for our existing network usage software applications.
We derive only a small portion of our revenues from sales and maintenance
of our network usage software applications. Current users of these software
products include most of the regional Bell operating companies, as well as other
large telecommunications carriers. With initial market sales essentially
completed, our ability to derive additional revenue from our network usage
software applications is limited, unless we can develop new derivative products.
We pay commissions to wireless carriers for each American Roaming Network
service call that uses carriers' networks regardless of whether we are able to
collect revenue for that call.
Our American Roaming Network service uses the networks of wireless
carriers to complete calls for unregistered users, and we pay those carriers a
fee for calls completed over their networks. We generally bill unregistered
users for these calls through their local exchange carrier, and the local
exchange carrier in turn remits the amounts collected for these calls to us. If
the local exchange carriers do not collect these amounts from a customer, we do
not receive revenue for calls made by that customer but are nonetheless
obligated to pay a fee to the wireless carrier for that customer's calls. Local
exchange carriers have generally failed to collect fees on about 10% of the
calls billed through local exchange carriers.
Our certificate of incorporation, bylaws, stockholder rights plan and Delaware
law contain provisions that could discourage a takeover.
Provisions of our certificate of incorporation and bylaws and Delaware law
may discourage, delay or prevent a merger or acquisition that a stockholder may
consider favorable. These provisions of our certificate of incorporation and
bylaws:
o establish a classified board of directors, of which only a portion of
the total number of directors will be elected at each annual meeting;
o authorize the board to issue preferred stock with substantial voting
rights; and
o prohibit cumulative voting in the election of directors.
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In addition, we have a stockholder rights plan that could significantly
discourage, delay or prevent a merger or acquisition. The rights become
exercisable if a person or group acquires or makes a tender offer for more than
20% of our outstanding Common Stock. If any of those events occurs, each right
entitles the holder (other than the acquiror) to purchase for $150 our Common
Stock or, in some instances, stock of the acquiring entity, that would be worth
$300. The rights expire on November 20, 2008, unless we redeem them earlier.
We have also chosen to be subject to Section 203 of the Delaware General
Corporation Law, which prevents a stockholder of more than 15% of a company's
voting stock from entering into certain business combinations with that company.
Our Common Stock price may be volatile.
In recent years, the market for stock in technology, telecommunications
and computer companies has been highly volatile. Since our initial public
offering in October 1999, our stock price has been at a low of $21.875 and a
high of $94.00 per share. The price of our Common Stock may be volatile and may
continue to fluctuate due to factors such as:
o actual or anticipated fluctuations in quarterly and annual results;
o announcements of technological innovations;
o introduction of new services;
o mergers and strategic alliances in the telecommunications industry;
o changes in government regulation; and
o shifts in investor preference among investment choices and industries.
Future sales by existing stockholders could cause the price of our Common Stock
to decline.
Sales of a large number of shares of our Common Stock in the public market
could adversely affect the price for our Common Stock and impair our ability to
raise capital. The 1,888,944 shares of Common Stock issued in the NTC Merger are
subject to certain registration rights. It is because of these registration
rights that we are registering with this Registration Statement the 944,460
Shares of our Common Stock that may be offered by the Selling Stockholders. The
remaining shares of Common Stock issued in the NTC Merger may be sold in
compliance with Rule 144 after June 30, 2000 and are eligible for registration
in late October 2001. Until recently, officers and the board of directors of the
Company, and certain NTC shareholders were prohibited from trading of our Common
Stock because of pooling-of-interests restrictions. These restrictions,
affecting approximately 6.8 million shares of our stock, ended in late October
2000. The remainder of our shares are freely tradable without restriction or
further registration under federal securities laws.
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USE OF PROCEEDS
The Selling Stockholders are selling all of the Shares covered by this
Prospectus for their own accounts. Accordingly, we will not receive any proceeds
from the resale of the Shares. We will bear all expenses of registration
incurred in connection with this offering, but all selling and other expenses
incurred by the Selling Stockholders will be borne by the Selling Stockholders.
SELLING STOCKHOLDERS
The following table lists information with respect to the Selling
Stockholders' ownership of shares of our Common Stock. Prior to the NTC Merger,
each of the Selling Stockholders was a Stockholder of NTC. In determining the
number and percentage of shares beneficially owned by each person, shares that
may be acquired by that person under options exercisable within 60 days of
October 31, 2000 are deemed beneficially owned by that person and are deemed
outstanding for purposes of determining the total number of outstanding shares
for that person and are not deemed outstanding for that purpose for all other
stockholders. This information is based upon information provided by or on
behalf of the Selling Stockholders.
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SHARES BENEFICIALLY SHARES BENEFICALLY
OWNED PRIOR TO THE OWNED AFTER THE OFFERING
OFFERING
NUMBER OF
SHARES BEING
NAME NUMBER PERCENT OFFERED NUMBER PERCENT
(1) (1)
--------------------------------- ---------- ---------- ---------------- ---------- ----------
<S> <C> <C> <C> <C> <C>
George F. Lebus (2) 172,767 * 86,383 86,384 *
Aegis Holdings, Ltd. (3) 318,535 * 159,267 159,268 *
Bill Brice 248,090 * 124,045 124,045 *
James K. Devlin SPT (4) 156,082 * 78,041 78,041 *
William G. Milne (5) 97,600 * 48,800 48,800 *
William H. Davidson (4) 79,523 * 39,761 39,762 *
Don J. Foreman 64,925 * 32,462 32,463 *
Gary M. Kaner 40,285 * 20,142 20,143 *
Mary Lou Harvey 19,881 * 9,940 9,941 *
Lawrence F. Kern (6) 14,183 * 7,091 7,092 *
The Julie Harriet Kern Trust 7,673 * 3,836 3,837 *
The Jessica Lynn Kern Trust 7,673 * 3,836 3,837 *
James Edward Devlin 6,371 * 3,185 3,186 *
Jess Hay 6,371 * 3,185 3,186 *
James Edward Devlin 1999 Trust 3,185 * 1,592 1,593 *
Rachel Jennifer Devlin 1999 Trust 3,185 * 1,592 1,593 *
Athena Beth Devlin 1999 Trust 3,185 * 1,592 1,593 *
Bernard Sean Tod Devlin 1999 Trust 3,185 * 1,592 1,593 *
Don Wilkins (7) 47,780 * 4,603 43,177 *
Lance Shipp (8) 42,471 * 15,926 26,545 *
Dan Hanson (9) 31,853 * 15,926 15,927 *
Danny Howard (10) 7,963 * 2,986 4,977 *
Jerry Easom (11) 7,963 * 2,986 4,977 *
Lew Sheriff (12) 7,963 * 995 6,968 *
Nancy Watson (13) 3,185 * 1,194 1,991 *
Bill Seelie (14) 2,389 * 597 1,792 *
Mike Verucchi (15) 1,062 * 133 929 *
Stratford Equity Partners, LP (16) 272,773 * 136,386 136,387 *
GMN Investors II, LP (16) 272,773 * 136,386 136,387 *
</TABLE>
* Less than one percent.
(1) 5.0% of the Shares beneficially owned by each Selling Stockholder, 87,871
Shares in the aggregate, have been deposited in an escrow fund pursuant to
the Agreement and Plan
12
<PAGE>
of Merger to secure the respective indemnification obligations of the
Selling Stockholders thereunder.
(2) Mr. Lebus is President and a director of NTC. Mr. Lebus is also the
beneficial holder of the shares held by Aegis Holdings, Ltd., a Texas
limited partnership controlled by Mr. Lebus. The total shares beneficially
owned by Mr. Lebus prior to the offering represent approximately 1.54% of
the total shares issued and outstanding as of October 31, 2000.
(3) Aegis Holdings, Ltd. is a Texas limited partnership controlled by Mr.
Lebus.
(4) Prior to the NTC Merger, this Selling Stockholder was a director of NTC.
(5) Mr. Milne was a director of NTC until July 1998. Prior to the merger, Mr.
Milne was also an officer of NTC. Mr. Milne current provides legal services
to NTC.
(6) Mr. Kern was a director of NTC until July 1998.
(7) Mr. Wilkins is an officer of NTC. Shares beneficially owned by Mr. Wilkins
include 38,574 shares subject to options exercisable within 60 days of
October 31, 2000.
(8) Mr. Shipp is an officer of NTC. Shares beneficially owned by Mr. Shipp
include 10,618 shares subject to options exercisable within 60 days of
October 31, 2000.
(9) Mr. Hanson is an officer of NTC.
(10) Mr. Howard is an employee of NTC. Shares beneficially owned by Mr. Howard
include 1,990 shares subject to options exercisable within 60 days of
October 31, 2000.
(11) Mr. Easom is an employee of NTC. Shares beneficially owned by Mr. Easom
include 1,990 shares subject to options exercisable within 60 days of
October 31, 2000.
(12) Mr. Sheriff is an employee of NTC. Shares beneficially owned by Mr. Sheriff
include 5,972 shares subject to options exercisable within 60 days of
October 31, 2000.
(13) Ms. Watson is an officer of NTC. Shares beneficially owned by Ms. Watson
include 796 shares subject to options exercisable within 60 days of October
31, 2000.
(14) Mr. Seelie is an employee of NTC. Shares beneficially owned by Mr. Seelie
include 1,194 shares subject to options exercisable within 60 days of
October 31, 2000.
(15) Mr. Verucchi is an employee of NTC. Shares beneficially owned by Mr.
Verucchi include 796 shares subject to options exercisable within 60 days
of October 31, 2000.
(16) Prior to the NTC Merger, this Selling Stockholder was an investor in NTC
and had a representative on the board of directors.
13
<PAGE>
PLAN OF DISTRIBUTION
The Selling Stockholders may offer their shares of Common Stock at various
times in one or more of the following transactions:
o in transactions on the Nasdaq National Market or such other markets on
which our Common Stock may be listed at the time of such sale;
o in privately negotiated transactions;
o in distributions by Selling Stockholders to their beneficial owners,
limited partners or investors; or
o through a combination of these methods.
The Selling Stockholders may offer their shares of Common Stock at fixed
prices that may be changed, at market prices prevailing at the times of such
sales, at prices related to such market prices or at negotiated prices.
The Selling Stockholders may use broker-dealers to sell their shares of
Common Stock. If this occurs, broker-dealers will either receive discounts or
commission from the Selling Stockholders, or they will receive commissions from
the purchasers of shares of Common Stock for whom they acted as agents. Such
brokers may act as dealers by purchasing any and all of the shares covered by
this Prospectus either as agents for others or as principals for their own
accounts and reselling such securities under the Prospectus.
The Selling Stockholders and any broker-dealers or other persons acting on
the behalf of parties that participate in the distribution of the shares may be
considered underwriters under the Securities Act. As such, any commissions or
profits they receive on the resale of the shares may be considered underwriting
discounts and commissions under the Securities Act.
As of the date of this Prospectus, we are not aware of any agreement,
arrangement or understanding between any broker or dealer and the Selling
Stockholders with respect to the offer to sell the Shares under this Prospectus.
If we become aware of any agreement, arrangement or understanding, to the extent
required under the Securities Act, we will file a supplemental prospectus to
disclose:
o the name of any such broker-dealers;
o the number of shares involved;
o the price at which such shares are to be sold;
o the commissions paid or discounts or concessions allowed to such
broker-dealers, where applicable;
o that such broker-dealers did not conduct any investigation to verify
the information set out in this prospectus, as supplemented; and
14
<PAGE>
o other facts material to the transaction.
LEGAL MATTERS
Certain legal matters in connection with the Common Stock offered hereby
will be passed upon for us by Blackwell Sanders Peper Martin LLP, Two Pershing
Square, 2300 Main Street, Suite 1000, Kansas City, Missouri 64108. A partner at
Blackwell Sanders Peper Martin owns 9,790 shares of our Common Stock.
EXPERTS
The consolidated financial statements and financial statement schedule of
Illuminet Holdings, Inc. as of December 31, 1998 and 1999, and for each of the
three years in the period ended December 31, 1999 incorporated in this
Prospectus and Registration Statement by reference from the Current Report on
Form 8-K filed with the Commission on October 5, 2000 have been audited by Ernst
& Young LLP, independent auditors, as set forth in their reports thereon
appearing therein which, are based in part on the reports of
PricewaterhouseCoopers LLP, independent accountants relative to the 1998 and
1999 financial statements (not separately presented in the aforementioned Form
8-K) and Barry Morgan & Company P.C., independent auditors relative to the 1997
financial statements of National Telemanagement Corporation (not separately
presented in the aforementioned Form 8-K). The financial statements referred to
above are included in reliance upon such reports given on the authority of such
firms 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 of these materials at the
SEC's Public Reference Room, 450 Fifth Stret, N.W., Washington, D.C. 20549 and
at the SEC's regional offices in New York, New York and Chicago, Illinois. You
may obtain information on the operation of the public reference rooms by calling
the SEC at 1-800-SEC-0330. Our SEC filings, including the Registration
Statement, will also be available to you on the SEC's website. The address of
this website is http://www.sec.gov.
We have filed a Registration Statement on Form S-3 with the SEC to
register shares of our Common Stock. This Prospectus is part of that
Registration Statement and, as permitted by the SEC's rules, does not contain
all of the information included in the Registration Statement. For further
information about us and this offering, you may refer to the Registration
Statement and its exhibits. You can review and copy the Registration Statement
and its exhibits at the public reference rooms maintained by the SEC or on the
SEC's website described above.
This Prospectus may contain summaries of contracts or other documents.
Because they are summaries, they will not contain all of the information that
may be important to you. If you would like complete information about a contract
or other document, you should read the copy filed as an exhibit to the
Registration Statement.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information we incorporate by reference is
considered to be a part of this
15
<PAGE>
Prospectus, and information that we file with the SEC at a later date will
automatically update or supersede this information. We incorporate by reference
the following documents as well as any future filing we will make with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934:
1. Annual Report on Form 10-K for the fiscal year ended December 31, 1999,
filed with the Commission on March 14, 2000;
2. Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, filed
with the Commission on May 12, 2000;
3. Current Report on Form 8-K, filed with the Commission on May 15, 2000;
4. Current Report on Form 8-K, filed with the Commission on June 14, 2000;
5. Current Report on Form 8-K, filed with the Commission on July 14, 2000;
6. Quarterly Report on Form 10-Q for the quarter ended June 30, 2000, filed
with the Commission on August 14, 2000;
7. Current Report on Form 8-K, filed with the Commission on September 12,
2000;
8. Current Report on Form 8-K, filed with the Commission on October 5, 2000;
9. Current Report on Form 8-K, filed with the Commission on October 23, 2000;
10. Current Report on Form 8-K, filed with the Commission on October 25, 2000;
11. Current Report on Form 8-K, filed with the Commission on November 8, 2000;
12. Quarterly Report on Form 10-Q for the quarter ended September 30, 2000,
filed with the Commission on November 13, 2000; and
13. The description of our common stock, par value $.01 per share, contained in
our Registration Statement on Form 8-A12G, filed with the Commission on
October 5, 1999, as amended by a filing made on October 7, 1999, and
including any further amendment or report filed for the purpose of updating
such description.
You may request a copy of these filings, at no cost, by writing to us
at Investor Relations, Illuminet Holdings, Inc., P.O. Box 2909, 4501 Intelco
Loop, S.E., Lacey, Washington 98503 or by telephone at (360)-493-6165.
16
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses payable by us in
connection with the sale of Common Stock being registered. All amounts other
than the Commission registration fee are estimates.
Commission registration fee $ 6,468
Legal fees and expenses 10,000
Accounting fees and expenses 10,000
Miscellaneous fees and expenses 5,000
------------
Total $ 31,468
============
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law ("DGCL") authorizes a
court to award, or a corporation's board of directors to grant, indemnity to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities, including
reimbursement for expenses incurred, arising under the Securities Act.
As permitted by the DGCL, our Certificate of Incorporation includes a
provision that eliminates the personal liability of each of our directors for
monetary damages for breach of fiduciary duty as a director, except for
liability (1) for any breach of the director's duty of loyalty to us or our
stockholders; (2) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law; (3) under Section 174 of
the DGCL regarding unlawful dividends and stock purchases; or (4) for any
transaction from which the director derived an improper personal benefit.
As permitted by the DGCL, our Certificate of Incorporation and/or our
Bylaws provide that (1) we may indemnify the Company's directors and officers to
the fullest extent permitted by the DGCL, subject to certain very limited
exceptions; (2) we may indemnify our other employees to the extent that we
indemnify our officers and directors, unless otherwise required by law, our
Certificate of Incorporation, our Bylaws or agreements; (3) we may advance
expenses, as incurred, to our directors, officers and other employees in
connection with a legal proceeding to the fullest extent permitted by the DGCL,
subject to certain very limited exceptions; and (4) the rights conferred in our
Bylaws are not exclusive.
We carry insurance that insures our officers and directors against
liability they may incur for actions they take in their capacity as officers and
directors, including liability related to alleged violations of federal or state
securities laws.
17
<PAGE>
ITEM 16. EXHIBITS
4.1 Certificate of Incorporation of Illuminet Holdings, Inc. (incorporated by
reference to Exhibit 3.1 of the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1999, filed with the Commission on March
14, 2000).
4.2 Amendment to Certificate of Incorporation of Illuminet Holdings, Inc.
(incorporated by reference to Exhibit 3.2 of the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1999, filed with the
Commission on March 14, 2000).
4.3 Bylaws of Illuminet Holdings, Inc., as amended on August 20, 1999
(incorporated by reference to Exhibit 3.3 of the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1999, filed with the
Commission on March 14, 2000).
4.4 Rights Agreement, dated as of November 20, 1998, by and between Illuminet
Holdings, Inc. and UMB Bank, N.A., as Rights Agent, as amended on August 2,
1999 (incorporated by reference to Exhibit 4.1 of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1999, filed with
the Commission on March 14, 2000).
4.5 Amendment No. 2 to Rights Agreement (incorporated by reference to Exhibit
4.2 of the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, filed with the Commission on March 14, 2000).
5 Opinion of Blackwell Sanders Peper Martin LLP, counsel to the Company.
23.1 Consent of Blackwell Sanders Peper Martin LLP (included in Exhibit 5).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
23.3 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.4 Consent of Barry Morgan & Company P.C., Independent Auditors.
24 Powers of Attorney (included in the signature page to the Registration
Statement).
ITEM 17. UNDERTAKINGS
The undersigned Company 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
18
<PAGE>
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 end 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 changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration Statement;
(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 paragraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in this 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.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Company's annual report pursuant to Section
13(a) or 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 the
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 Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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.
19
<PAGE>
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Lacey, State of Washington, on November 27, 2000.
ILLUMINET HOLDINGS, INC.
By: /s/ Roger H. Moore
---------------------------------
Roger H. Moore
President and Chief Executive
Officer
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned directors of
Illuminet Holdings, Inc., hereby severally constitute Roger H. Moore and Daniel
E. Weiss, and each of them singly, our true and lawful attorneys with full power
to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, any and all amendments to this Registration
Statement on Form S-3, and generally to do all such things in our names and in
our capacities as directors to enable Illuminet Holdings, Inc. to comply with
the provisions of the Securities Act of 1933, and all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
Signature Title Date
/s/ Theodore D. Berns Director November 27, 2000
-------------------------
Theodore D. Berns
/s/ Eugene L. Cole Director November 27, 2000
------------------------
Eugene L. Cole
/s/ Richard A. Lumpkin Director November 27, 2000
------------------------
Richard A. Lumpkin
/s/ Jack W. Blumenstein Director November 27, 2000
------------------------
Jack W. Blumenstein
/s/ James W. Strand Director November 27, 2000
------------------------
James W. Strand
/s/ Gregory J. Wilkinson Director November 27, 2000
------------------------
Gregory J. Wilkinson
/s/ Roger H. Moore Director, Chief Executive November 27, 2000
------------------------ Officer (Principal Executive
Roger H. Moore Officer)
20
<PAGE>
/s/ Daniel E. Weiss Chief Financial Officer, November 27, 2000
------------------------ Secretary and Treasurer
Daniel E. Weiss (Principal Financial and
Accounting Officer)
21
<PAGE>
Index of Exhibits
Exhibit
Number Document
------ --------
4.1 Certificate of Incorporation of Illuminet Holdings, Inc. (incorporated by
reference to Exhibit 3.1 of the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1999, filed with the Commission on March
14, 2000).
4.2 Amendment to Certificate of Incorporation of Illuminet Holdings, Inc.
(incorporated by reference to Exhibit 3.2 of the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1999, filed with the
Commission on March 14, 2000).
4.3 Bylaws of Illuminet Holdings, Inc., as amended on August 20, 1999
(incorporated by reference to Exhibit 3.3 of the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1999, filed with the
Commission on March 14, 2000).
4.4 Rights Agreement, dated as of November 20, 1998, by and between Illuminet
Holdings, Inc. and UMB Bank, N.A., as Rights Agent, as amended on August 2,
1999 (incorporated by reference to Exhibit 4.1 of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1999, filed with
the Commission on March 14, 2000).
4.5 Amendment No. 2 to Rights Agreement (incorporated by reference to Exhibit
4.2 of the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, filed with the Commission on March 14, 2000).
5 Opinion of Blackwell Sanders Peper Martin LLP, counsel to the Company.
23.1 Consent of Blackwell Sanders Peper Martin LLP (included in Exhibit 5).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
23.3 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.4 Consent of Barry Morgan & Company P.C., Independent Auditors.
24 Powers of Attorney (included in the signature page to the Registration
Statement).
22
