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As filed with the Securities and Exchange Commission on December 21, 2000
Registration No. 333-45730
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
SPEEDUS.COM, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3853788
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
140 58th Street, Suite 7E
Brooklyn, New York 11220
(718) 567-4300
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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Shant S. Hovnanian
Chief Executive Officer, President and Chairman of the Board
SPEEDUS.COM, INC.
140 58th Street, Suite 7E
Brooklyn, New York 11220
(718) 567-4300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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with copies to:
Bruce R. Kraus, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019-6099
(212) 728-8000
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
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, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] ___________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]_________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.
--------------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment that specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 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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The information in this prospectus is not complete and may be changed. These
securities may not be sold until the Securities and Exchange Commission makes
the registration statement that includes this prospectus effective. This
prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.
Subject to completion, dated December 21, 2000
Prospectus
SPEEDUS.COM, Inc.
937,942 shares of common stock
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The common stock offered under this prospectus may be offered and sold from
time to time by the stockholders named in this prospectus or others who receive
the shares pursuant to a valid transfer. We will not receive any proceeds from
the sale of common stock in this offering.
Sales may be made at market prices or negotiated prices. The selling
stockholders will pay any commission expenses and brokerage fees.
Our common stock is listed on the Nasdaq National Market under the symbol
SPDE. The closing price of our common stock on Nasdaq was $0.969 per share on
December 19, 2000.
Investing in our common stock involves a high degree of risk. See "Risk
Factors" beginning on page 3 for a discussion of matters that you should
consider before investing in our common stock.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved these securities or determined that this prospectus is
accurate or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is _______, 2000.
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Prospectus Summary
The following is only a summary of some of the important terms of the
offering described in this prospectus. The main body of this prospectus, as well
as documents and financial statements that are incorporated by reference into
this prospectus, contain more detailed information about us.
Our Company
Our wireless data services. We have developed wireless data services for
businesses and consumers that deliver critical information in real-time to a
variety of mobile devices. We currently provide our Speedia consumer service
free of charge to over 10,000 users worldwide on a promotional basis through our
wireless portal located at www.speedia.com. The Speedia consumer service
provides users of wireless devices and Internet-enabled telephones with access
to e-mail and Internet content, including directories, financial data, sports,
news and entertainment.
Our WorkforceGoSM and MobileCastingSM services, which we expect to launch
by the end of 2000, will be targeted to businesses and professionals and will
provide a customized exchange of information between businesses and their mobile
workforce. These services will also deliver the same customized Internet content
provided by our Speedia consumer service. WorkforceGo allows business customers
to facilitate customized company intranet communication on mobile devices,
including e-mail, calendaring and access to other workforce automation software.
Our MobileCasting service allows businesses to send a single message from a
desktop computer or wireless device simultaneously to multiple recipients on
multiple devices.
We also provide comprehensive custom wireless products and services, from
strategy development to implementation. We are able to rapidly deploy specific
business products and services that are easily understood and utilized by our
customers' existing web-site users. We have developed the technology and
know-how necessary to overcome the challenges of integrating the customer's
software applications, supporting multiple browsers and devices, communicating
through small wireless screens and dealing with inexperienced users.
High-speed Internet information tools. Our SPEED411sm portal, which is
located at www.speedus.com and www.speed411.com, provides users seeking
high-speed Internet access with information on how to get high-speed access on
terms favorable to them. In order to provide a comprehensive nationwide database
of high-speed Internet access providers, we are seeking to create an up-to-date
database of all the major high-speed Internet providers throughout the United
States.
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RISK FACTORS
Prospective purchasers of common stock offered hereby should carefully
consider the following specific factors as well as other information contained
in this prospectus prior to making an investment decision.
Risks related to our business generally
Although we have been a public company since February 1996, we reoriented our
business in 1999 and again in 2000 and our current business has not generated
any revenues to date.
At the time of our initial public offering, our business was primarily a
subscription television service. In November 1998, we discontinued the
subscription television business and began a pilot program for the delivery of
high-speed Internet access. We encountered technical difficulties in the pilot
program and have recently reoriented our business on wireless data services and
secondarily on the provision of certain tools for high-speed Internet users.
Currently, our wireless data services and Internet tools are provided free of
charge to users and accordingly we have yet to generate any revenue from these
businesses.
We have recorded operating losses in each reporting period since our inception
and may never be profitable.
We have recorded operating losses and negative operating cash flows in each
reporting period since inception and, at September 30, 2000, had an accumulated
deficit of approximately $32.7 million. These losses and negative operating cash
flows are attributable to the start-up costs and expenses incurred in connection
with the commercial roll-out of our now-discontinued subscription television
system, and expenses incurred in connection with the LMDS rulemaking proceeding.
We believe that we have sufficient liquidity to finance our current level of
operations. However, we do not expect to have a positive operating cash flow
until such time as we substantially increase our Internet customer base and/or
form a strategic alliance for use of our Internet capabilities in the future.
Our existing operations and infrastructure may not be adequate to manage the
growth necessary for successful implementation of our business plan.
Successful implementation of our business plan will require the management
of growth. Our existing operations and infrastructure may not be adequate to
manage such growth, and any steps taken to improve such systems and controls may
not be sufficient. Our future success will depend in part upon attracting and
retaining the services of current management and technical personnel. We also
may not be successful in attracting, assimilating and retaining new personnel in
the future as future growth takes place. We do not maintain "key person" life
insurance policies on any of our key personnel.
Shant S. Hovnanian and Vahak S. Hovnanian, who in the aggregate own
approximately 32% of our common stock, may have the power acting together to
control the direction and future operations of our company.
Shant S. Hovnanian and Vahak S. Hovnanian in the aggregate own
approximately 32% of our outstanding common stock at March 31, 2000. As a
result, acting together they may have the power to elect all of the members of
our Board of Directors, amend our certificate of incorporation and by-laws and
control the direction and future operations of our Company, in each case without
the approval of any of our other stockholders.
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Risks related to our wireless data services
The commercial viability of our wireless data services is unproven.
Because our wireless data infrastructure services are in an early stage of
development, our business model with respect to such services is not proven.
Accordingly, our prospects are difficult to predict and may change rapidly.
Before investing, you should evaluate our prospects in light of the heightened
risks, expenses, delays, and difficulties we expect to encounter as we enter new
and rapidly evolving markets like the Internet and the wireless communications
industry.
The market for mobile devices is new, and the failure of this market to develop
as expected would harm our revenues.
The emergence of markets for our services is critically dependent upon the
rapid expansion of the market for mobile devices including personal digital
assistants, handheld computers, smart phones, pagers and other mobile devices.
This market has only recently emerged and is rapidly growing. This growth,
however, may not continue. Any slowdown in the growth of adoption of mobile
devices would likely reduce the demand for our services, causing our anticipated
service revenues to fall.
We are in a highly competitive industry, and some of our competitors may have
more resources than we do.
The market for wireless Internet products and services overall is highly
competitive and lacks significant barriers to entry, enabling new businesses to
enter this market relatively easily. Competition in the market for Internet
products and services may intensify in the future. Numerous well-established
companies and smaller entrepreneurial companies are focusing significant
resources on developing and marketing services that will compete with our
services. In addition, many of our current and potential competitors have
greater financial, technical, operational and marketing resources. We may not be
able to compete successfully against these competitors in selling our services.
Competitive pressures may also force prices for our Internet services down and
such price reductions may affect our revenues.
Our future success will depend on our ability to anticipate and keep pace with
technological change, and if we experience delays in developing and introducing
software compatible with new products and technologies, our business will
suffer.
The market for mobile Internet software is becoming highly competitive and
is characterized by evolving industry standards, rapid technological change and
frequent product introductions. To remain competitive, we must continuously
develop new products and services and adapt our software to function on new
devices and operating systems designed and marketed by other companies. The
development of software and services like ours can be difficult, time-consuming
and costly, and we could lose market share if we encounter delays in the
development and introduction of our future software products. Additionally, our
business could be seriously harmed if:
o competitors develop new technologies and products which provide
comparable functionality at reduced prices to our customers and
potential customers;
o we fail to anticipate technological trends or evolving industry
standards or to adapt our software and services to these new trends
and standards;
o other companies develop products that render our software obsolete or
less desirable to consumers; or
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o technical, legal, financial or other obstacles prevent us from
improving our software and services to adapt to changing market
conditions.
The emergence of a dominant platform for mobile devices could reduce our
potential customer base and revenues.
The marketplace for mobile devices is currently characterized by a number of
competing operating systems and standards for handheld devices and cellular
telephones. Currently, our potential customers often use a variety of mobile
devices with multiple connectivity options. One of the primary benefits of our
products is their ability to operate across a wide variety of platforms. If a
dominant platform for mobile devices emerges, the demand for interoperable
software may decline and the need for our software may diminish.
We will depend on our ability to successfully market our services.
Even if the market for mobile devices continues to expand, our success will
depend, among other things, on whether businesses and consumers will adopt our
products and services for obtaining Web-based information and applications on
the Internet and business intranets. We expect to expend considerable resources
on sales and marketing of our products and services. If our sales and marketing
efforts are inadequate and we are unable to build our visibility and brand name,
our revenues will not meet our expectations and our services will fail to
develop.
We depend on third parties to supply critical Internet connections and content,
and any disruption of this supply would harm our reputation, causing our
business to suffer.
We rely on a private third party provider for our principal Internet
connections. Any disruption in the Internet access provided by this third party
provider or any failure of this third-party provider to handle current or higher
volumes of use could have a material adverse effect on our business, operating
results, and financial condition. We license technology and related databases
from third parties for certain elements of our properties, including, among
others, technology underlying the delivery of news, stock quotes and current
financial information and similar services. Our ability to maintain and build
relationships with third-party content providers will be critical to our
success. We may be unable to enter into or preserve relationships with the third
parties whose content we seek to obtain. In addition, we have experienced and
expect to continue to experience interruptions and delays in service and
availability for such elements. Any errors, failures, interruptions, or delays
experienced in connection with these third party technologies and information
services could negatively impact our relationship with users and adversely
affect our brand and our business, and could expose us to liabilities to third
parties.
Risks related to our Internet portal business
Our SPEED411sm Portal will rely in part on revenues to be derived from Internet
advertising, which advertisers may not find attractive in the future, causing
our revenues to suffer.
We expect that a portion of our revenues will come from advertisements
displayed on our SPEED411sm Portal. Our ability to generate substantial
advertising revenue will depend upon the size and growth of our user base, the
user base being attractive to advertisers and the continued acceptance by
advertisers of the Web as an advertising medium. If we are unsuccessful in
adapting to the needs of our advertisers, it could have a material adverse
effect on our business, operating results and financial condition
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We may have difficulty attracting and retaining users of our SPEED411sm Portal
services, and our ability to do so may be limited because we will not have a
direct billing relationship with users.
Our SPEED411sm Portal will link users with a network of e-commerce
companies, including retailers. However, we do not establish a direct billing
relationship with our users as a result of any purchases they may make. The
revenue that we will generate from our e-commerce services will be a commission
paid by the retailer. The user may contact that retailer directly in the future
rather than through our SPEED411sm Portal. If users bypass our Portal and
contact retailers directly, we will not receive any revenue for purchases made
through that contact.
Risks related to our high-speed Internet access service
We may be unable to solve ongoing technical difficulties in our deployment of a
new system architecture for our SPEEDsm super high-speed Internet service.
Our super high-speed Internet service utilizes a new technology that has a
limited operating history and that remains subject to further development and
refinement. We have encountered a number of technical problems in the
installation of equipment at the subscriber sites, which require us to develop
new and often difficult solutions to these problems. We may not be able to
resolve these technical problems in the future, which could adversely affect the
availability of our service to certain potential subscribers. Furthermore, the
addition of simultaneous two-way communications, which would eliminate the need
for subscribers to use their local telephone lines to send information on the
Internet, will require the development and mass production of appropriate
equipment. Such equipment may not be commercially available at a cost that is
acceptable to us.
Many financially stronger competitors with broader market coverage are offering
high-speed Internet access.
The market for Internet access and related services is highly competitive.
We expect local, regional and national Internet service providers, often
referred to as ISPs to be competitors for our super high-speed Internet access
service. These ISPs include large companies like @Home, America OnLine and ATT
World Net. Telephone companies with Digital Subscriber Line, or DSL, technology,
which increases the effective capacity of existing copper telephone cables, are
among other competitors. Also, cable operators with high-speed cable modems are
among the other communications companies also providing high-speed Internet
access. Many of the competing ISPs have, or can be expected to have, greater
financial, marketing and other resources than us. We may not be able to compete
successfully with these entities.
Risks related to this offering
Our stock price has historically been volatile, which may make it more difficult
for you to resell shares when you want at prices you find attractive.
The trading price of our common stock has been and may continue to be
subject to wide fluctuations. During 1999, the high and low sale prices of our
common stock on the Nasdaq Stock Market ranged from $9.25 to $.906. In 2000,
through December 19, the high and low sale prices of our common stock ranged
from $24.75 to $0.844. The closing sale price of our common stock was $0.969 on
December 19, 2000. Our stock price may fluctuate in response to a number of
events and factors, such as quarterly variations in operating results,
announcements of technological innovations or new products and media properties
by us or our competitors, the operating and stock price performance of other
companies that investors may deem comparable, and news reports relating to
trends in our markets.
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Sales of shares of common stock by Shant S. Hovnanian and Vahak S. Hovnanian
could adversely affect the market price of the common stock.
Future sales of shares of common stock, or the availability of shares of
common stock for future sale, may adversely impact the market price of the
common stock prevailing from time to time. Sales of substantial amounts of our
common stock, or the perception that such sales could occur, could adversely
affect the prevailing market price of the common stock.
Shares of common stock held by Shant S. Hovnanian and Vahak S. Hovnanian
have been held by each of them for the requisite holding periods under Rule 144
under the Securities Act and may be sold thereunder in accordance with volume
restrictions.
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USE OF PROCEEDS
We will not receive any proceeds from the sale of common stock by the
selling stockholders.
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
Our common stock is listed for quotation on the Nasdaq National Market
system under the symbol SPDE. Prior to January 6, 1999, our trading symbol was
CVUS. The following table sets forth high, low and closing trade prices for the
common stock for the fiscal quarters indicated.
High Sale Low Sale Closing Sale
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1998
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First Quarter $8.250 $3.375 $5.000
Second Quarter 4.875 0.750 1.000
Third Quarter 1.625 0.094 0.281
Fourth Quarter 2.156 0.188 0.906
1999
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First Quarter $4.50 $0.906 $2.719
Second Quarter 9.250 2.063 5.875
Third quarter 7.875 3.750 4.125
Fourth quarter 6.813 3.125 4.781
2000
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First quarter $24.750 $4.500 $10.563
Second quarter 10.750 4.000 9.938
Third quarter 6.000 2.000 2.000
(through December 19, 2000) 2.250 0.844 0.969
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On December 19, 2000, the closing trade price of our common stock was
$0.969 per share. As of June 26, 2000, there were approximately 300 registered
shareholders and, to the best of our belief, approximately 15,000 beneficial
owners of our common stock. During the year ended December 31, 1999, we did not
make any sales of securities that were not registered under the Securities Act.
We have never declared or paid any cash dividends on our common stock and
do not intend to declare or pay cash dividends on the common stock at any time
in the foreseeable future. Future earnings, if any, will be used for the
expansion of our business.
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OUR COMPANY
We are developing and providing wireless data services that enable and
enhance the use of Internet-based content on mobile devices. We currently
provide free wireless e-mail and Internet content, including directories,
financial data, sports, news and entertainment, to consumers. We have expanded
our wireless data services to include products and services that enable
businesses to communicate efficiently and effectively with their mobile
workforce and customers in real time through a wide variety of mobile computing
and communications devices. In addition, we maintain a Web site that provides
Internet users with information about high-speed Internet access. We also own
fixed wireless spectrum in the New York City metropolitan area that we may
commercialize in the future to support high-speed, or broadband, Internet access
service.
Our wireless data services
We have developed three new services targeted to businesses and
professionals that improve business performance by providing access to timely
information wirelessly and enabling real-time transactions to occur between a
wireless device user and business applications or websites. Our wireless data
services give customers access to information that is normally available only
from a desktop computer connected to a local area network. We currently provide
our Speedia customer service free of charge on a promotional basis to over
10,000 users worldwide through our wireless portal located at www.speedia.com.
The Speedia consumer service provides users of wireless devices and
Internet-enabled telephones with access to e-mail and Internet content,
including directories, financial data, sports, news and entertainment. Our
WorkforceGo and MobileCasting services, which we expect to launch by the end of
2000, will be targeted to businesses and professionals and will provide a
customized exchange of information between businesses and their mobile workforce
in addition to delivering the same customized Internet content provided by our
Speedia consumer service.
In most cases, we receive regular data feeds from our content providers and
store the content on our servers in order to maintain its reliability and
increase its accessibility. In other cases, our proprietary technology allows
Web users to transparently access content that is stored directly on the content
provider's system. In addition to providing wireless data services, we can also
provide easy to use wireless devices to our WorkforceGo business customers.
o Our WorkforceGo service. Our WorkforceGo service enables businesses to
extend interactive enterprise applications and data to mobile employees through
either a wireless connection or through desktop synchronization on a personal
digital assistant. WorkforceGo allows business customers to facilitate
customized company intranet communication on mobile devices, including e-mail,
calendaring and access to other workforce automation software. In addition, the
WorkforceGo service provides mobile employees with an integrated suite of
wireless portal services, such as real-time stock quotes, traffic and weather
reports, personalization capabilities and location-based services that enable
users to search for location-based information, such as restaurants closest to
the mobile user's current location. Our WorkforceGo service helps mobile
employees increase their productivity and sales by aggregating frequently used
desktop applications, timely corporate information and useful Internet content
and services into a single personalized portal that can be accessed from any
device, whether wireless or web-based. The content and services accessible to
each user can be personalized by such user and managed by a company
administrator. The WorkforceGo service also allows the user to synchronize the
most recent information into a personal digital assistant before leaving the
office in the event that a wireless connection is not available in the field.
o Custom wireless application development. We provide comprehensive custom
wireless products and services, from strategic development to implementation. We
are able to rapidly deploy specific
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business products and services that are easily understood and utilized by our
customers' existing web-site users. We have developed the technology and
know-how necessary to overcome the challenges of integrating the customer's
software applications, supporting multiple browsers and devices, communicating
through small wireless screens and dealing with inexperienced users. We offer
experienced design and project management that will provide our customers with
strategy development, rapid system deployment and complete project planning to
integrate the new custom designed wireless applications into a customer's
existing website or workflow. The expertise we provide allows an existing
business to take full advantage of the efficiencies created by mobile
communications while maintaining its business requirements.
o MobileCasting. Our MobileCasting service allows businesses to send a
single message from a desktop computer or wireless device simultaneously to
multiple recipients on multiple devices. Messages can be sent to digital mobile
phones, Internet-enabled mobile phones, microbrowser-equipped personal digital
assistants, microbrowser-equipped and alphanumeric pagers, TV set top boxes and
future release compatible devices. Through the MobileCasting service, we have
created an easy to use system for sending messages to large groups and
delivering each message to multiple devices in a format that is appropriate for
each specific device. MobileCasting provides a flexible communications tool for
the real-time distribution of important corporate information to employees or
customers.
Technology platform. Our wireless data services are device-independent and
provide a platform which enables mobile devices to support applications that
rely on existing Internet technology standards. Our technology platform is
designed to make our data services fully accessible using any number of wireless
devices, including Web browsers, personal digital assistants and mobile
telephones. Through our proprietary technology server platform, we are able to
interface with the existing information management systems of our customers and
communicate with a wide variety of operating systems. In addition, our
architecture may be deployed for both small- and large-scale data service
applications.
We believe that our wireless data services and underlying technology
platform will benefit individual and business users in the following ways:
o Real-time access to information. Our services will provide up-to-date
and readily accessible information, thereby enabling organizations to
increase the efficiency and connectivity of customers and field
personnel on a real-time basis.
o Rapid deployment of mobile applications that conform to existing
technology standards. As a result of the compatibility of our
technology platform with existing service applications, databases and
enterprise resource planning systems, business customers can quickly
and efficiently deploy their mobile applications, without disrupting
existing operations and processes and without significant expenses
that normally result from a replacement of existing systems.
o Scalability and flexibility. Our architecture is designed to be highly
scalable, enabling businesses to interact with both small and large
numbers of field employees. Additionally, our platform's flexibility
and open architecture allows businesses to independently determine
which of their existing intranet applications and data bases are
integrated with our wireless data services.
o Centralized administration. Our platform enables businesses to
centrally manage their mobile workforces using a web browser, allowing
systems administrators to update
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applications and distribute them from a single location to dispersed
mobile devices. Our platform also simplifies information management
and maintenance by allowing businesses to create user accounts, define
user groups and control access.
High-speed Internet information tools
Our SPEED411sm portal, which is located at www.speedus.com and
www.speed411.com, promotes high-speed Internet access on a nationwide basis by
providing users with information on how to get high-speed access and how to take
advantage of offerings available to high-speed users. Our goal is to create a
comprehensive and up-to-date high-speed Internet providers database for all of
the major high-speed Internet providers throughout the United States. Each
provider in our directory has the ability to customize and manage its listing in
the directory. Currently 470 providers are listed in the directory, 35 of which
participate in our SpeedEmartsm program. Our SpeedEmartsm Partner Program
enables participating providers to offer their high-speed Internet services to
SPEED411sm visitors directly through our portal, in which case we are entitled
to receive a sales commission from such providers. To date, we have been
unsuccessful in collecting any commissions from providers in large part because
most customers wishing to subscribe for high-speed Internet access service
choose to speak directly with customer service personnel of the service
providers. Another feature of our SPEED411sm portal, the SPEEDCHECKsm software,
allows users get an accurate measurement of their Internet access speed.
Our SPEEDGADGETsm software enables users to check their Internet access
speed at any time without having a Web browser open. The SPEEDGADGETsm software
provides a scrolling ticker giving users their Internet access speed and
providing information relating to high-speed Internet access providers.
SPEEDGADGETsm includes a promotional insertion capability in the scrolling
ticker that can be used for advertising. We have also inserted pop-up applets
that are used for advertising. To date, there have been over 80,000 client
installations of SPEEDGADGETsm. We do not currently charge for the SPEEDGADGETsm
software.
Through our SPEED411sm portal and our SPEEDGADGETsm software, we are
developing a database of high-speed Internet users, which represents a potential
customer base to target any future products or services that we may develop.
Patent portfolio relating to high-speed wireless communications
Through our wholly-owned subsidiary, Broadband Patents, LLC, we have
accumulated a portfolio of patents that allow for high-speed wireless
communication systems with greater information content, reliability, clarity, or
more efficient use of licensed spectrum as compared to prior systems. Any
particular wireless communications system may employ a number of different
combinations of our patented technology to maximize operational and spectrum
efficiency. We believe that it would be difficult for any wireless
communications company to construct a system without using one or more of our
patented technologies.
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FCC LMDS license
We also own fixed wireless spectrum under a local multipoint distribution
service ("LMDS") license covering the metropolitan New York area granted to us
by the Federal Communications Commission (the "FCC"). We may commercialize this
spectrum in the future to support high-speed Internet access service if LMDS
equipment becomes commercially available at a cost and with performance levels
that allow for commercial implementation on an economically attractive basis.
Our FCC commercial operating license was awarded to us in recognition of
our efforts in developing and deploying LMDS technology, and for spearheading
its regulatory approval at the FCC. In September 1997, our pioneer LMDS license
was renewed as a standard LMDS license through February 1, 2006. The license
provides that the spectrum may be used for a wide variety of fixed wireless
purposes, including wireless local telephone service, high-speed Internet access
and two-way teleconferencing. The license covers 150 MHz of spectrum in the 28
GHz range encompassing the New York Primary Metropolitan Statistical Area, a
region which includes the five boroughs of New York City as well as the New York
Counties of Westchester, Rockland, and Putnam. Under FCC authorization, the
license includes an additional 150 MHz of spectrum until the first Ka-band
satellite is launched, an event which is not expected to occur prior to 2002.
Competition
The market for business and consumer users of wireless mobile data products
and services is in its early stage and distinct categories for such products and
services are still evolving. In the mobile workforce market, two models are
emerging: the Enterprise Server model requires servers and application software
to be installed onsite by the enterprise. The Service Provider model uses
servers and applications that are housed offsite at the service provider's data
center. In the consumer market, two models are emerging: the Service Provider
model and the Desktop model, the latter requiring no server software. Currently,
we compete in the Service Provider market. Our competitors in the Service
Provider market include Aether Systems, Inc., Viryanet Ltd, Infowave Software,
Inc., AvantGo, Inc., GoAmerica Communications Corp and InfoSpace, Inc.
Messaging outsourcers, application service providers, and other forms of
service providers may also compete with us depending on which wireless mobile
software products they use for their offerings. As we expect to expand our
business to cover a broader spectrum of wireless mobile data products and
services, it is possible that it may compete directly with these companies. In
addition, the wireless mobile data communications industry is subject to rapid
technological change and evolving industry standards. New competition may arise
from new technologies or new approaches to the market. Many of our present and
potential competitors have substantially greater financial, marketing, technical
and other resources than us and may succeed in establishing technology standards
or strategic alliances in the wireless mobile data communications market, obtain
more rapid market acceptance for their software products or otherwise gain a
competitive advantage.
Intellectual Property
Wireless data technologies. Our success depends significantly upon our
proprietary technology. To protect our proprietary rights, we rely on a
combination of copyright and trademark laws, patents, trade secrets,
confidentiality agreements with employees and third parties and protective
contractual provisions. All of our employees have executed confidentiality and
nonuse agreements that transfer any rights they may have in copyrightable works
or patentable technologies to us. In addition, prior to entering into
discussions with potential content providers and affiliates regarding our
business and technologies, we generally require that such parties enter into
nondisclosure agreements with us. If these
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<PAGE>
discussions result in a license or other business relationship, we also
generally require that the agreement setting forth the parties' respective
rights and obligations include provisions for the protection of our intellectual
property rights. For example, our standard affiliate agreement provides that we
retain ownership of all patents and copyrights in our technology and requires
our customers to display our copyright and trademark notices. We have applied
for registration of our service marks and trademarks in the United States and in
other countries. We may not be successful in obtaining the service marks and
trademarks for which we have applied. To the extent we consider it necessary, we
may file patents to protect our technology. Patents with respect to our
technology may not be granted, and, if granted, patents may be challenged or
invalidated. In addition, issued patents may not provide us with any competitive
advantages and may be challenged by third parties. Despite our efforts to
protect our proprietary rights, unauthorized parties may copy aspects of our
products or services or obtain and use information that we regard as
proprietary. The laws of some foreign countries do not protect proprietary
rights to as great an extent as do the laws of the United States. In addition,
others could possibly independently develop substantially equivalent
intellectual property. If we do not effectively protect our intellectual
property, our business could suffer. Companies in the Internet services industry
have frequently resorted to litigation regarding intellectual property rights.
We may have to litigate to enforce our intellectual property rights, to protect
our trade secrets or to determine the validity and scope of other parties'
proprietary rights. From time to time, we have received, and may receive in the
future, notice of claims of infringement of other parties' proprietary rights.
Any such claims could be time-consuming, result in costly litigation, divert
management's attention, cause product or service release delays, require us to
redesign our products or services or require us to enter into royalty or
licensing agreements. These royalty or licensing agreements, if required, may
not be available on acceptable terms or at all. If a successful claim of
infringement were made against us and we could not develop non-infringing
technology or license the infringed or similar technology on a timely and
cost-effective basis, our business could suffer.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission (the "SEC"). You may
read and copy any document we file at the SEC's public reference room at 450
Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
l-800-SEC-0330 for further information on the public reference room. Our SEC
filings are available to the public over the Internet at the SEC's web site at
http://www.sec.gov. Our SEC filings and press releases may also be obtained from
our Web site at http://www.speedus.com, however, the information on our Web site
is not part of this prospectus.
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 incorporated by reference is
considered to be a part of this prospectus, and information that we file later
with the SEC will automatically update and supersede any inconsistent
information contained in prior filings. We incorporate by reference the
documents listed below and any future filings made with the SEC under Sections
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until the
selling stockholders sell all of their shares being offered by this offering or
this offering is otherwise terminated:
1. Annual Report on Form 10-K and Amendment No. 1 to Annual Report on Form
10-K/A, both for the fiscal year ended December 31, 1999;
2. Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30
and September 30, 2000;
3. Current Report on Form 8-K and Amendment to Current Report on Form
8-K/A, both datedJune 30, 2000 and Current Report on Form 8-K dated September
22, 2000; and
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<PAGE>
4. The description of our common stock contained in the Registration
Statement on Form 8-A (File No. 0-27582) pursuant to Section 12 of the Exchange
Act, including any amendment or report filed for the purpose of updating such
description. You may request a copy of these filings, at no cost, by contacting
us at:
SPEEDUS.COM, Inc.
140 58th Street, Suite 7E
Brooklyn, New York 11220
Attention: Investor Relations
718.567.4300
or by e-mailing us at [email protected].
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. The common stock is not
being offered for sale in any state where the offer is not permitted.
FORWARD-LOOKING STATEMENTS
This prospectus contains "forward-looking statements" within the meaning of
Section 27A of the Securities Act and Section 21E of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). These statements appear in a number of
places in this prospectus and include statements regarding our, or our
officers', intent, belief or current expectations with respect to, among other
things, our ability to make capital expenditures, the ability to incur
additional debt, as necessary, to service and repay such debt, if any, as well
as other factors that may effect our financial condition or results of
operations. Forward-looking statements may include, but are not limited to,
projections of revenues, income or losses, capital expenditures, plans for
future operations, financing needs or plans, compliance with covenants in loan
agreements, plans for liquidation or sale of assets or businesses, plans
relating to our products or services, assessments of materiality, predictions of
future events, and the ability to obtain additional financing, including our
ability to meet obligations as they become due, and other pending and possible
litigation, as well as assumptions relating to the foregoing. All statements in
this prospectus regarding industry prospects and our financial position are
forward-looking statements. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date hereof.
Although we believe that the expectations reflected in such forward-looking
statements are reasonable, we can give no assurance that such expectations will
prove to have been correct.
SELLING STOCKHOLDERS
This prospectus relates to offers and sales of all of the shares of common
stock beneficially owned by the selling stockholders named below prior to the
offering. The following table represents information as of November 30, 2000,
with respect to common stock beneficially owned by each selling stockholder. The
percentage of beneficial ownership for the following table is based on
21,034,838 shares of common stock outstanding as of November 30, 2000. The table
assumes that the selling stockholders sell all of the shares offered by them in
this offering. However, we are unable to determine the exact number of shares
that will actually be sold or when or if these sales will occur. We will not
receive any of the proceeds of any shares sold under this prospectus.
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<PAGE>
<TABLE>
<CAPTION>
Percent of
Shares Shares common stock
beneficially owned upon owned upon
Selling owned prior to Shares being completion of completion of
stockholder the offering offered the offering offering
----------- -------------- ------------ ------------- -------------
<S> <C> <C> <C> <C>
Alta Light, Inc.(1) 175,000 175,000 0 *
Tony Shafrazi(2) 89,000 50,000 39,000 *
Willkie Farr & 100,000 100,000 0 *
Gallagher(3)
GEC Partners, LLP 332,942 332,942 0 *
TIS WorldWide, Inc. 768,181 163,636 604,545 2.9%
Daniel Doyon 327,274 36,364 290,910 *
Titan Corporation 80,000 80,000 0 *
* Represents beneficial ownership of less than 1%.
(1) Alta Light Inc. has the right to acquire 175,000 shares of common stock through the
exercise of a warrant exercisable within 60 days. See "Certain Relationships between the
Company and the Selling Stockholders."
(2) Tony Shafrazi. has the right to acquire 50,000 shares of common stock through the exercise
of a warrant exercisable within 60 days. See "Certain Relationships between the Company
and the Selling Stockholders."
(3) Willkie Farr & Gallagher has the right to acquire 100,000 shares of common stock through
the exercise of a warrant exercisable within 60 days. See "Certain Relationships between
the Company and the Selling Stockholders."
</TABLE>
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<PAGE>
CERTAIN RELATIONSHIPS BETWEEN THE COMPANY
AND THE SELLING STOCKHOLDERS
Except in connection with the acquisition of their respective interests in
Speedus.com or as otherwise set forth below, no selling stockholder has held any
position or office or had any other material relationship with Speedus.com or
any of its affiliates within the past three years.
As of September 29, 1999, we issued a common stock purchase warrant to Alta
Light to purchase 175,000 shares of common stock at $1.00 per share in
consideration for the acting services of Dennis Hopper in various commercials
and other advertising materials for us.
As of September 29, 1999, we issued a common stock purchase warrant to Tony
Shafrazi to purchase 50,000 shares of common stock at $1.00 per share as a
commission for the acting services of Dennis Hopper in various commercials and
other advertising materials for us.
As of October 8, 1999, we issued a common stock purchase warrant to Willkie
Farr & Gallagher to purchase 100,000 shares of common stock at $4.00 per share
in consideration of legal services rendered by them to us.
On February 29, 2000, we issued 332,942 shares of our common stock to GEC
Partners, LLP as part of the purchase price of certain intellectual property
pertaining to wireless transmissions, including U. S. Patent 5,594,937 titled
"System for the transmission and reception of directional radio signals
utilizing a gigahertz implosion concept."
On June 30, 2000, we issued 768,181 shares of our common stock to TIS
Worldwide, Inc. in connection with the acquisition by us of a 45% membership
interest in SPEEDIA, LLC ("Speedia") that we did not already own. Under the
terms of the Share Exchange Agreement, we agreed to register 163,636 of these
shares. Of the remaining 604,545 shares, approximately one third may be
transferred subject only to securities law restrictions, another one third are
subject to a two-year transfer restriction, and the last one third are subject
to a three-year transfer restriction. We have also agreed to issue an additional
150,000 shares to TIS Worldwide in the event that 90% of VisionStar Incorporated
("VisionStar") is not effectively contributed to us within 12 months of June 30,
2000. An additional 150,000 shares will be issued to TIS Worldwide if the share
price of our common stock does not reach $10 per share within approximately
twelve months of June 30, 2000. Of these additional 300,000 shares that we may
have to issue to TIS Worldwide, we have agreed to register an aggregate of
63,900 shares. The remaining 236,100 shares that we may have to issue to TIS
Worldwide are subject to the same proportional transfer restrictions as the
604,545 shares above.
On June 30, 2000, we also issued 181,819 shares of our common stock to
Daniel Doyon in connection with the acquisition by us of a 10% membership
interest in Speedia that we did not already own. Under the terms of the Share
Exchange Agreement, we agreed to register 36,364 of these shares. Of the
remaining 145,455 shares, approximately one third may be transferred subject
only to securities law restrictions, another one third are subject to a two-year
transfer restriction, and the last one third are subject to a three-year
transfer restriction. We have also agreed to issue an additional 33,334 shares
to Doyon in the event that 90% of VisionStar is not effectively contributed to
us within 12 months of June 30, 2000. An additional 33,334 shares will be issued
to Doyon if the share price of our common stock does not reach $10 per share
within approximately twelve months of June 30, 2000. Of these additional 66,668
shares that we may have to issue to Doyon, we have agreed to register an
aggregate of 13,334 shares. The remaining 53,334 shares that we may have to
issue to Doyon are subject to the same proportional transfer restrictions as the
145,455 shares above.
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<PAGE>
On September 12, 2000, we issued 80,000 shares of our common stock to Titan
Corporation in connection with the settlement of litigation related to set-top
decoders used in our discontinued subscription television service.
PLAN OF DISTRIBUTION
The sale of common stock by the selling stockholders may be effected from
time to time in one or more transactions (which may involve block transactions)
in the over-the-counter market, on the Nasdaq National Market (or any exchange
on which the common stock may then be listed), in negotiated transactions,
through the writing of options on the common stock (whether such options are
listed on the options exchange or otherwise) or a combination of such methods of
sale, at fixed prices that may be changed, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices. The selling stockholders may effect such transactions by
selling the common stock to or through securities broker-dealers, and such
broker-dealers may receive compensation in the form of underwriting discounts,
concessions or commissions from the selling stockholders and/or purchasers of
the common stock for whom such broker-dealers may act as agent or to whom they
sell as principal, or both (which compensation as to a particular broker-dealer
might be in excess of customary commissions). The selling stockholders may
deliver the common stock to close out previously established short positions, or
in connection with options or other derivative transactions, and may also pledge
the common stock as collateral for margin accounts and such common stock could
be resold pursuant to the terms of such accounts.
In connection with such sales, the selling stockholders and any
underwriters, brokers, dealers or agents that participate in the distribution of
common stock may be deemed to be underwriters under the Securities Act, and any
profit on the sale of common stock by them and any discounts, commissions or
concessions received by any such underwriters, brokers, dealers or agents might
be deemed to be underwriting discounts and commissions under the Securities Act.
To the extent required, the type and number of shares of common stock to be
sold, the purchase price and public offering price, the name or names of any
agent, dealer or underwriter, and any applicable commissions or discounts with
respect to a particular offering will be set forth in an accompanying Prospectus
Supplement to this Prospectus.
To comply with securities laws of certain states, if applicable, the common
stock will be sold in such states only through registered or licensed brokers or
dealers. In addition, in certain states shares of common stock may not be sold
unless they have been registered or qualified for sale in such states or an
exemption from registration or qualification is available or is complied with.
All expenses of registration of the shares of common stock offered pursuant
to this Prospectus, as well as any cost of compliance with the securities laws
of any state or other applicable jurisdiction, the fees of counsel and any
applicable transfer taxes with respect to such shares will be paid by us.
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<PAGE>
LEGAL MATTERS
The legality of the shares of common stock offered hereby and certain other
legal matters in connection with this offering will be passed upon for us by
Willkie Farr & Gallagher, New York, New York.
EXPERTS
The financial statements incorporated in this prospectus by reference to
our Annual Report on Form 10-K for the year ended December 31, 1999, have been
so incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
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<PAGE>
=======================================
No dealer, sales representative or other person has been authorized to give any
information or to make any representations other than those contained in this
prospectus. If given or made, such information or representation may not be
relied upon as having been authorized by the Company. This prospectus does not
constitute an offer to sell or the solicitation of an offer to buy any of the
securities other than the common stock to which it relates, or an offer or
solicitation to any person in any jurisdiction where such an offer or
solicitation would be unlawful. Neither the delivery of this prospectus nor any
sale made hereunder shall under any circumstances create any implication that
the information contained herein is correct as of any time subsequent to the
date hereof or that there has been no change in the information set forth herein
or in the affairs of the Company since the date hereof.
---------------------
TABLE OF CONTENTS
Prospectus Summary.............................................................2
Risk Factors...................................................................3
Use of Proceeds................................................................8
Price Range of common stock
and Dividends................................................................8
Our Company....................................................................9
Where You Can Find More Information...........................................13
Forward-Looking Statements....................................................14
Selling Stockholders..........................................................14
Certain Relationships Between the
Company and the Selling Stockholders........................................16
Plan of Distribution..........................................................17
Legal Matters.................................................................18
Experts.......................................................................18
=======================================
=======================================
937,942 shares of Common Stock
SPEEDUS.COM, Inc.
---------------------
Prospectus
---------------------
=======================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the various expenses in connection with the
sale and distribution of the securities being registered which will be paid
solely by the Company. All the amounts shown are estimates, except the
Commission registration fee and the NASD filing fee:
Registration Fee...................................................$ 972
Legal Fees and Expenses............................................ 25,000
Accounting Fees and Expenses....................................... 5,000
Miscellaneous Expenses............................................. 5,000
--------
Total.........................................................$ 35,972
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the "DGCL") empowers a
Delaware corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation) by reason of the
fact that such person is or was a director, officer, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. A
corporation may, in advance of the final disposition of any civil, criminal,
administrative or investigative action, suit or proceeding, pay the expenses
(including attorneys' fees) incurred by any officer, director, employee or agent
in defending such action, provided that the director or officer undertakes to
repay such amount if it shall ultimately be determined that he is not entitled
to be indemnified by the corporation. A corporation may indemnify such person
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if he acted in good faith and in a manner 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, had no
reasonable cause to believe his conduct was unlawful.
A Delaware corporation may indemnify officers and directors in an action by
or in the right of the corporation to procure a judgment in its favor under the
same conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him
against the expenses (including attorneys' fees) which he actually and
reasonably incurred in connection therewith. The indemnification provided is not
deemed to be exclusive of any other rights to which an officer or director may
be entitled under any corporation's by-law, agreement, vote or otherwise.
In accordance with Section 145 of the DGCL, Section 10 of the Company's
Certificate of Incorporation, (the "Certificate of Incorporation") and Article
VIII, Section 8, of the Company's By-Laws (the "By-Laws") provide that the
Company shall indemnify each person who is or was a director, officer, employee
or agent of the Company (including the heirs, executors, administrators or
estate of such person) or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, to the fullest extent permitted under
subsections 145(a), (b), and (c) of the DGCL or any successor statute. The
indemnification
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<PAGE>
provided by the Certificate of Incorporation and the By-Laws shall not be deemed
exclusive of any other rights to which any of those seeking indemnification or
advancement of expenses may be entitled under any by-law, agreement, vote of
shareholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person. Expenses (including attorneys'
fees) incurred in defending a civil, criminal, administrative or investigative
action, suit or proceeding shall be paid by the Company in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of the indemnified person to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
Company. Section 10 of the Certificate of Incorporation provides that a director
of the Company shall not be personally liable to the Company or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Company or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the DGCL, or (iv) for any transaction from which the director derived an
improper personal benefit. If the DGCL is amended after approval by the
stockholders of this Section 10 to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of a director of the Company shall be eliminated or limited to the fullest
extent permitted by the DGCL as so amended.
Item 16. Exhibits.
5.1 Opinion of Willkie Farr & Gallagher
23.1 Consent of Willkie Farr & Gallagher (included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Powers of Attorney
-------------
Item 17. Undertakings.
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 foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the 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:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
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<PAGE>
(b) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement; and
(c) 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 these
undertakings contained in paragraphs l(a) and 1(b) do not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(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 offering.
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<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 New York, State of New York, on the 20th day of
December, 2000.
SPEEDUS.COM, Inc.
By: /s/ Shant S. Hovnanian
------------------------------
Shant S. Hovnanian
Chief Executive Officer, President
and Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Shant S. Hovnanian Chairman of the Board, Chief December 20, 2000
----------------------------- Executive Office and President
Shant S. Hovnanian (Principal Executive Officer)
/s/ Shant S. Hovnanian Chief Financial Officer December 20, 2000
----------------------------- (Principal Financial Officer)
Shant S. Hovnanian
* Controller and Chief Accounting December 20, 2000
----------------------------- Officer
Angela M. Vaccaro (Principal Accounting Officer)
* Director December 20, 2000
-----------------------------
Vahak S. Hovnanian
* Director December 20, 2000
-----------------------------
William F. Leimkuhler
* Director December 20, 2000
-----------------------------
Jeffrey Najarian
*By: /s/ Shant S. Hovnanian December 20, 2000
-----------------------------
Attorney-in-fact
</TABLE>
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<PAGE>
Exhibit Exhibit Index
Number
5.1 Opinion of Willkie Farr & Gallagher
23.1 Consent of Willkie Farr & Gallagher (included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Powers of Attorney
----------------
II-5
