As filed with the Securities and Exchange Commission on September 13, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SPEEDUS.COM, Inc.
(Exact name of registrant as specified in its charter)
Delaware 13-3853788
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation)
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140 58th Street, Suite 7E
Brooklyn, New York 11220
(718) 489-1200
(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
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
(212) 728-8000
Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective date of this Registration Statement.
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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. |_|
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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. |_|
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
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CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Maximum Maximum Amount
Title of Each Class of Amount to Offering Aggregate of
Securities be Price per Offering Registration
to be Registered Registered Share Price Fee
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Common Stock,
$.01 par value 1,015,176 $3.625(1) $3,680,013(1) $971.52
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(1) Estimated solely for purposes of determining the registration fee pursuant
to Rule 457(c) based upon the average of the high and low sales prices of
the Common Stock as reported by the National Association of Securities
Dealers, Inc.'s National Market System on September 8, 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 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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<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED SEPTEMBER 13, 2000
PROSPECTUS
SPEEDUS.COM, Inc.
1,015,176 Shares of Common Stock
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The Common Stock offered under this prospectus may be sold from time to
time by the stockholders named in this prospectus. SPEEDUS.COM, Inc. will not
receive any proceeds from the sale of Common Stock in this offering.
The shares offered by this prospectus may be offered and sold, from time
to time, by the selling stockholders, or others who receive the shares pursuant
to a valid transfer. Such offers and sales may take place in transactions
(including block transactions) on the Nasdaq National Market (or any other
exchange on which our Common Stock may then be listed), in privately-negotiated
transactions, broker-dealer transactions, exchange transactions, short sales, or
other methods. 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."
Investing in our Common Stock involves risks, some of which are described
under the heading "Risk Factors" beginning on page 4.
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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.
The Company........................ We are an emerging wireless data, mobile
applications and broadband development
Internet company. We are developing easy
to use services and applications for the
evolving wireless and broadband Internet.
Our Network Operation Center (NOC)
is located in the Brooklyn Army Terminal.
The heart of our NOC is a data center
with a dedicated fiber optic backbone
connection to the Internet and a teleport
facility with satellite up and down link
capability.
Speedia, since June 30, 2000 our
wholly-owned subsidiary, is a provider of
wireless mobile Internet services across
a variety of networks internationally.
These services are and can be further
customized for consumers, wireless
carriers and enterprise clients. The
Speedia wireless business-to-business
solution can quickly enable any client to
provide their content or services to and
from any digital mobile device. Our
wireless development team, combined with
our secure NOC, gives companies a rapid
deployment option of a customized portal
as well as site development, content
delivery, programming for a particular
client application and hosting of a
complete end-to-end wireless solution.
We operate our own consumer wireless
portal that is located at
www.speedia.com. We deliver the Speedia
wireless mobile Internet service to 7,000
users worldwide.
SPEEDGADGET(sm), a stand-alone
browserless Internet application designed
by our in-house development team, enables
users to clock their Internet speed at
any time without having a Web browser
open. SPEEDGADGET(sm) includes a
promotional insertion capability in the
scrolling ticker that can be used for
advertising to speed conscious Internet
surfers. We have also inserted pop-up
applets that are used for advertising.
To date, there have been over 76,000
client installations of SPEEDGADGET(sm).
We do not currently charge for the
SPEEDGADGET(sm) application.
We have developed our SPEED411(sm) portal
(located at www.speedus.com and
www.speed411.com) to promote broadband
high-speed Internet access on a
nationwide basis. Our portal is designed
to provide users with information on how
to get high-speed access and how to take
advantage of offerings available to
high-speed users.
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We have a SPEED411(sm) Affiliate Program
that enables all participating high-speed
Internet providers to customize and
manage their listing in the SPEED411(sm)
Directory. 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. We
currently have 470 providers in the
directory.
The SpeedEmart(sm) Service, an e-commerce
capability of the SPEED411(sm) portal,
informs consumers of the latest
high-speed Internet service offerings and
allows on-line ordering.
The SpeedEmart(sm) Partner Program
enables all participating high-speed
Internet providers to offer their
high-speed Internet services to
SPEED411(sm) visitors. Our objective is
to generate an ongoing revenue stream
from the sale of consumer and business
broadband services. We currently have 35
providers in the SpeedEmart(sm) program.
BroadBand Patents, LLC ("BroadBand
Patents"), our wholly-owned subsidiary,
was established to develop and
commercialize our broadband wireless
intellectual property.
Currently, we are conducting a limited
pilot program of our SPEED(sm) broadband
super high-speed Internet service,
operating under the Company's FCC local
multipoint distribution service ("LMDS")
license covering Metro New York.
We are developing a broadband destination
portal. The site, currently called
Speedscope(sm), is being designed for
Internet users with a broadband
connection wishing to view or listen to
entertaining broadband content.
Our principal executive offices are
located at 140 58th Street, Suite 7E,
Brooklyn, New York 11220. Our telephone
number is 718.567.4300. We maintain a
portal on the World Wide Web at
www.speedus.com. The information on our
Web site is not part of this prospectus.
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Securities Being Offered........... This prospectus covers the offer and sale
of up to 1,015,176 shares of Common Stock
owned by the selling stockholders
identified in the section of this
prospectus called "Selling Stockholders."
Risk Factors
An investment in our Common Stock involves risks that should be considered
by prospective investors. These risks are discussed in the section of this
prospectus called "Risk Factors."
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<PAGE>
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.
We are in a highly competitive industry and some of our competitors may have
more resources than we do.
The market for 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.
We may have difficulty scaling and adapting our existing architecture to
accommodate increased traffic and technology advances.
In the future, we may be required to make significant changes to our
architecture, including moving to a completely new architecture, in order to
accommodate growth. If we are required to switch architectures, we may incur
substantial costs and experience delays or interruptions in our service. If we
experience delays or interruptions in our service due to inadequacies in our
current architecture or as a result of a change in architectures, users may
become dissatisfied with our service and move to competing services. These
changes are likely to be expensive and complex and require additional technical
expertise. Also, as we acquire users who rely upon us for a wide variety of
services, it becomes more technologically complex and costly to retrieve, store
and integrate data that will enable us to track each users' preferences. Any
loss of traffic, increased costs, inefficiencies or failures to adapt to new
technologies and the associated adjustments to our architecture would have a
material adverse effect on our business.
The successful operation of our business depends upon the supply of critical
elements, including content, from third parties.
We will depend to a substantial extent upon third parties for several
critical elements of our business including various technology, infrastructure
and content development.
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
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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.
Our SPEED411(sm) Portal will rely in part on revenues to be derived from
Internet advertising, which may not be an effective means of advertising for
future clients.
We expect that a portion of our revenues will come from advertisements
displayed on our SPEED411(sm) 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.
We may have difficulty attracting and retaining users of our SPEED411(sm) Portal
services and our ability to do so may be limited because we will not have a
direct billing relationship with users.
Our SPEED411(sm) 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 SPEED411(sm) Portal. If users bypass our Portal and
contact retailers directly, we will not receive any revenue for purchases made
through that contact.
We are deploying a new system architecture for our SPEED(sm) super high-speed
Internet service whose implementation requires us to solve ongoing technical
difficulties.
Our system 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 cannot assure you that we can continue to
resolve these technical problems and the failure to develop solutions to these
problems 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. We cannot assure you
that such equipment will become commercially available at a cost acceptable to
the Company.
Our Internet broadcast signal is not currently available at all locations in our
license area.
We currently have Internet Broadcast Stations servicing only a small
portion of our licensed territory. As is customary in wireless service, our
Internet broadcast signal is currently not available at all locations in our
license area. A full marketing effort will not commence until new LMDS equipment
becomes commercially available with cost and performance that allow
implementation of SPEED(sm) service
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on an economically attractive basis. We cannot assure you that such equipment
will become commercially available at a cost acceptable to the Company.
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 to encounter competition for our super high-speed Internet access
service from local, regional and national Internet service providers, often
referred to as ISPs. These include large companies like @Home, America On-Line
and ATT World Net. Among the competitors are the telephone companies with
Digital Subscriber Line, or DSL, technology, which increases the effective
capacity of existing copper telephone cables, and cable operators with
high-speed cable modems are among the other communications companies also
providing high-speed Internet access. The competing ISPs using DSL or cable
modems do not currently have the ability to provide the same downstream speed as
our SPEED(sm) service and are not providing high-speed Internet service at
pricing competitive with ours. Many of the competing ISPs have, or can be
expected to have, greater financial, marketing and other resources than us. No
assurance can be given that we will be able to compete successfully with these
entities.
We are not the only holder of an LMDS license in the metropolitan New York area.
The heart of our Internet broadcast system is our LMDS license from the
FCC, which covers New York City and the surrounding area where 8.6 million
people live or work. In November 1998 and October 1999, we assigned portions of
our LMDS license to WinStar and NEXTLINK, respectively. Although neither company
is currently providing LMDS services that compete with our high-speed Internet
access service, there can be no assurance that they will not offer competing
LMDS services in the future.
Customers may not accept our SPEED(sm) Super High-Speed Internet service due to
loyalty to other competitors and technical problems that may arise in connection
with our service.
The success of our business strategy will depend upon consumer acceptance
of our Super High-Speed Internet access service. Subscriber acceptance could be
adversely affected by, among other things, customer loyalty to more established
competitors and unfamiliarity with our Company and its system. In addition, we
cannot assure you that technical problems will not impede or delay subscriber
acceptance of our service.
We have been dependent upon sole-source suppliers in the past.
We have obtained Internet Broadcast Station components and customer
premises equipment from sole-source third party suppliers. If we are unable to
obtain a sufficient supply of components from these sources, it is likely that
we would experience a delay in developing alternative sources. Inability to
obtain adequate supplies of equipment could result in a delay in providing
service to new subscribers, which would adversely affect our operating results
and could damage future marketing efforts. In addition, a significant increase
in the price of the requisite equipment would adversely affect our financial
condition and operating results. Further, if any of the equipment fails or fails
to be supported by its vendors, it could be necessary for us to redesign
substantial portions of the equipment. Any of these events could have a material
adverse effect on our financial condition and operating results.
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We may infringe upon patents or intellectual property rights of others.
Through our wholly-owned subsidiary, BroadBand Patents, LLP, we have title
or access to patents and intellectual property rights necessary for our
business. However, given the rapid development of technology in the
telecommunications industry, there can be no assurance that certain aspects of
our system will not infringe on the proprietary rights of others. We believe
that if such infringement were to exist based on the establishment of current or
future proprietary rights of others, we could obtain requisite licenses or
rights to use such technology. However, we cannot assure you that these licenses
or rights could be obtained on terms which would not have a material adverse
effect on our financial condition and operating results.
Our operations could be significantly hindered by the occurrence of a natural
disaster or other catastrophic event.
Our operations are susceptible to outages due to fire, floods, power loss,
telecommunications failures, break-ins and similar events. We do not have
multiple site capacity for our services in the event of any such occurrence.
Despite our implementation of network security measures, our servers are
vulnerable to computer viruses, break-ins, and similar disruptions from
unauthorized tampering with our systems. We do not carry sufficient business
interruption insurance to compensate us for losses that may occur as a result of
any of these events. Any such event could have a material adverse effect on our
business, operating results, and financial condition.
Our success will depend on increased use of the Internet.
Our success will depend greatly on increased use of the Internet for
advertising, marketing, providing services, and conducting business. Commercial
use of the Internet is currently at an early stage of development and the future
of the Internet is not clear. In addition, it is not clear how effective
advertising on the Internet is in generating business as compared to more
traditional types of advertising such as print, television and radio. Our
business will suffer if commercial use of the Internet fails to grow in the
future.
We are in our early growth stage and have had only limited operations to date.
Since the discontinuance of our subscription television services, our
operations in other areas have been limited. We have only had an initial launch
of our Portal, we are in an early stage of developing and marketing SPEEDIA and
we are conducting a limited pilot program for our super high-speed Internet
service. Our most recent historical financial information reflects this limited
activity and our early growth stage of development. Prospective investors should
be aware of the difficulties encountered by enterprises in their early growth
stage, like us, especially in view of the highly competitive nature of the
telecommunications industry.
We have recorded operating losses in each reporting period since our inception.
We have recorded operating losses and negative operating cash flows in
each reporting period since inception and, at June 30, 2000, had an accumulated
deficit of approximately $29.7 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
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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. We cannot assure
you that we will be able to grow our Portal or increase the number of super
high-speed Internet access subscribers to the levels necessary to attain
profitability in future years, or that we will succeed in commercializing any
other possible applications of our system.
The acquisition of CellularVision Technology & Telecommunications ("CT&T") will
present us with some special issues to address.
CT&T was formed by Shant S. Hovnanian, our Chairman of the Board,
President and Chief Executive Officer, Vahak S. Hovnanian, a director of the
Company, and Bernard B. Bossard, a former director and officer of our Company,
(collectively, the "Founders") and Philips Electronics, N. V. ("Philips").
We have acquired 20% of CT&T from Philips and have an agreement in
principle to acquire the remaining 80% from the Founders.
CT&T has a portfolio of fundamental broadband wireless patents and
licenses. The patent expiration dates range from March 2007 through March 2017.
After these dates, others will be able to use the technology without a licensing
agreement from CT&T. In addition, while we have operated our super high-speed
Internet broadband wireless network under a technology license from CT&T, CT&T
has not generated any substantial royalties from other licensing agreements.
There can be no assurance that we will be able to use these patents and
intellectual property profitably. Third parties may not readily accept our
contention that they require licensing and future litigation proving
infringement may be costly and its outcome difficult to project.
CT&T has liabilities, known and contingent, and may not have the liquidity
or future earnings to satisfy these obligations. As a result, CT&T may require
funding from us.
Successful implementation of our business plan will require the management of
growth.
Successful implementation of our business plan will require the management
of growth. We cannot assure you that our existing operations and infrastructure
will be adequate to manage such growth, or that any steps taken to improve such
systems and controls will be sufficient. Our future success will depend in part
upon attracting and retaining the services of current management and technical
personnel. We cannot assure you that we will 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.
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
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Market ranged from $9.25 to $.906. In 2000, through September 6, the high and
low sale prices of our Common Stock ranged from $24.75 to $3.50. The closing
sale price of our Common Stock was $3.625 on September 6, 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. The stock market in general,
and the market prices for Internet-related companies in particular, have
experienced extreme volatility that often has been unrelated to the operating
performance of such companies. These broad market and industry fluctuations may
adversely affect the price of our stock.
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.
Sales of shares of Common Stock by Shant S. Hovnanian and Vahak S. Hovnanian
could adversely affect the market price of the Common Stock.
We cannot predict the effect that future sales of shares of Common Stock,
or the availability of shares of Common Stock for future sale, will have on 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.
We may be harmed by delayed Year 2000 problems.
Although the date is now past January 1, 2000, and we have not experienced
immediate adverse impact from the transition to the Year 2000, we cannot provide
assurance that we or our suppliers and customers have not been affected in a
manner that is not yet apparent. In addition, some computer programs that were
date sensitive to the Year 2000 may not have been programmed to process the Year
2000 as a leap year, and any negative consequential effects remain unknown. As a
result, we will continue to monitor our Year 2000 compliance and the Year 2000
compliance of our suppliers and customers. The costs incurred during 1999 and
1998 to address the Year 2000 issues were approximately $70,000.
Our charter and bylaws, and the Delaware corporation statute contain certain
anti-takeover provisions that could limit the price that certain investors might
be willing to pay in the future for shares of our Common Stock.
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Our Certificate of Incorporation and By-Laws, and the Delaware corporation
statute contain certain provisions that could have the effect of making it more
difficult for a third party to acquire, or of discouraging a third party from
attempting to acquire, control of us. These provisions could limit the price
that certain investors might be willing to pay in the future for shares of our
Common Stock. These provisions also allow us to issue preferred stock with
rights senior to those of the Common Stock and impose various procedural and
other requirements which could make it more difficult for stockholders to effect
certain corporate actions. We could issue a series of Preferred Stock that
could, depending upon the terms of such series, impede a merger, tender offer or
other transaction that some, or a majority, of our stockholders might believe to
be in their best interests or in which stockholders might receive a premium for
their stock over the then current market price of such stock. In addition, the
Delaware corporation statute, which is applicable to us, contains provisions
that restrict certain business combinations with interested stockholders, which
may have the effect of inhibiting a non-negotiated tender offer or other
business combination.
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
First quarter $24.750 $4.500 $10.563
Second quarter 10.750 4.000 9.938
Third quarter
(through September 6, 2000) 6.000 3.500 3.625
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On September 6, 2000, the closing trade price of our Common Stock was
$3.625 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
of 1933, as amended (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 an emerging wireless data, mobile applications and broadband
development Internet company. We are developing easy to use B2B, B2C and
E-Commerce services and applications for the evolving wireless and broadband
Internet space. Our Network Operation Center (NOC) is located in the Brooklyn
Army Terminal. The heart of our NOC is a data center with a dedicated fiber
optic backbone connection to the Internet via an Optical Carrier (OC) 48 gateway
and a teleport facility with satellite up and down link capability. We host our
SPEED411(sm) portal, as well as our Speedia and SPEED(sm) proprietary technology
platforms, from our Data Center.
Lines of Business
Wireless Data, Mobile Applications and Internet Services
Speedia, since June 30, 2000 our wholly-owned subsidiary, is a provider of
wireless mobile Internet services across a variety of networks internationally.
These services are and can be further customized for consumers, wireless
carriers and enterprise clients. The spread of Internet enabled mobile devices
has created new opportunities for businesses to communicate with their
customers, partners and employees. The Speedia wireless business-to-business
solution can quickly enable any client to provide their content or services to
and from any digital mobile device. Our wireless development team, combined with
our secure NOC, gives companies a rapid deployment option of a customized
portal as well as site development, content delivery, programming for a
particular client application and hosting for a complete end-to-end wireless
solution.
Our Speedia proprietary technology that delivers the wireless mobile
Internet services is built upon reliable and scalable Sun Microsystems hardware
and supported by Oracle database software. We support and use Java, HTML, HTTPS,
XML and WAP protocols and standards. Our services are standard independent and
can be accessed over all digital wireless networks including Code Division
Multiple Access (CDMA) technology, Time Division Multiple Access (TDMA),
Cellular Digital Packet Data (CDPD), Global System for Mobile Communications
(GSM) and Mobitex. Our Speedia technology serves as a bridge integrating complex
data networks with all wireless carrier networks and end user devices.
We are a member of the Phone.com alliance program and an Associate Member
of the WAP Forum.
We operate our own consumer-based wireless portal that is located at
www.speedia.com. We deliver the Speedia wireless mobile Internet service to
7,000 users worldwide.
SPEED411(sm) Portal
We have developed our SPEED411(sm) portal (located at www.speedus.com and
www.speed411.com) to promote broadband high-speed Internet access on a
nationwide basis. Our portal is designed to provide users with information on
how to get high-speed access and how to take advantage of offerings available to
high-speed users.
We have a SPEED411(sm) Affiliate Program that enables all participating
high-speed Internet providers to customize and manage their listing in the
SPEED411(sm) Directory. 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. We currently have 470 providers in the
directory.
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The SpeedEmart(sm) Service, an e-commerce capability of the portal,
informs consumers of the latest high-speed Internet service offerings and allows
on-line ordering.
The SpeedEmart(sm) Partner Program enables all participating high-speed
Internet providers to offer their high-speed Internet services to SPEED411(sm)
visitors. Our objective is to generate an ongoing revenue stream from the sale
of consumer and business broadband services. We currently have 35 providers in
the SpeedEmart(sm) program.
For the convenience of users, the portal also provides broadband bulletin
boards, Internet and technology news, business news, real-time stock quotes and
a real-time stock portfolio, weather, free e-mail and Web to wireless e-mail
messaging service and other popular topics, and will allow users to customize
their version of the portal. We have entered into license agreements with
popular content providers such as Channelseek, iBeam Broadcasting, money.net
LLC, TUCOWS, Los Angeles Times Syndicate, National Weather Services and WAVO
Corporation.
Since the initial launch of the portal, the most popular pages visited
have been the SPEEDCHECK(sm) meter and the SPEED411(sm) directory. Users get an
accurate measurement of their Internet access speed and can receive information
on all high-speed broadband service providers in their geographic area by
entering their phone numbers and addresses and get a variety of information on
high-speed providers in their area. There have been over 1 million speedchecks
to date.
SPEEDGADGET(sm), a stand-alone browserless Internet application designed
by our in-house development team, enables users to clock their Internet speed at
any time without having a Web browser open. It scrolls on its ticker such timely
broadband features as Internet and Broadband News and alerts users to broadband
specials for DSL, cable modem or wireless broadband. SPEEDGADGET(sm) includes a
promotional insertion capability in the scrolling ticker that can be used for
advertising to speed conscious Internet surfers. We have also inserted pop-up
applets that are used for advertising. To date, there have been over 76,000
client installations of SPEEDGADGET(sm). We do not currently charge for the
SPEEDGADGET(sm) application.
Intellectual Property
In February 2000, BroadBand Patents, LLC, ("BroadBand Patents"), a
wholly-owned subsidiary established to develop and market our broadband wireless
technology, purchased certain intellectual property from GEC Partners, LLP
("GEC") 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." GEC's predecessor company, GHz
Equipment Company, Inc., developed the nation's first 38 GHz broadband wireless
system in joint venture with Pacific Telesis using the patented technology.
BroadBand Patents has also entered into an alliance agreement with Cornerstone
Wireless Communications, LLC ("Cornerstone") to assist in the development and
marketing of its wireless technology. Cornerstone is a Tempe, Arizona based RF
engineering and FCC regulatory consulting firm with extensive experience in the
design of broadband wireless systems and equipment. We have the rights to all
complementary wireless technology developed in the future whether it is
developed jointly, under the Cornerstone alliance, or separately by GEC and its
personnel.
BroadBand Patents has also acquired 20% of CT&T and certain other rights
from a U.S. subsidiary of Philips. CT&T is a holder of a portfolio of
fundamental broadband wireless patents and
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licenses. This intellectual property includes U.S. Patent 5,983,078 titled
"Channel spacing for distortion reduction," U.S. Patent 5,668,610 titled "LMDS
transmitter array with polarization-diversity sub-cells," U.S. Patent 5,949,793
titled "Transmission of digital and analog signals in the same band" and U.S.
Patent 4,747,160 titled "Low power multi-function cellular television system".
We have operated our super high-speed Internet broadband wireless network under
a technology license from CT&T.
The acquisition of Philips' interest in CT&T was part of a settlement of
litigation commenced by M/A-COM, a unit of Tyco International Ltd. Our portion
of the settlement was $2.4 million which we have expensed for the year ended
December 31, 1999. The Founders have agreed in principle to contribute their 80%
interest in CT&T to us as part of the settlement agreement.
SPEED(sm) Broadband Super High-Speed Internet Service
Currently, we are conducting a limited pilot program of our SPEED(sm)
broadband Super High-Speed Internet service. SPEED(sm) is delivered via Internet
Broadcast Stations operating under our FCC license covering Metro New York. The
Internet broadcast signal is currently not available at all locations in the
license area. A full marketing effort will not commence until new LMDS equipment
becomes commercially available with cost and performance that allow
implementation of SPEED(sm) service on an economically attractive basis.
Speedscope(sm) Broadband Destination Portal
We are developing a broadband destination portal. The site, currently
called Speedscope(sm), is being designed for Internet users with a broadband
connection wishing to view or listen to entertaining broadband content.
Sales and Marketing
We have launched 2 partner programs in connection with our SPEED411(sm)
portal: the SpeedEmart(sm) Partner Program and the SPEED411(sm) Affiliate
Partner Program. The SpeedEmart(sm) Partner Program enables all participating
high-speed Internet providers to offer their high-speed Internet services to
SPEED411(sm) visitors. The SPEED411(sm) Affiliate Program enables all
participating high-speed Internet providers to customize and manage their
listing in the SPEED411(sm) Directory. 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.
In addition to developing a targeted marketing strategy for wireless
business enterprise customers, we have begun a consumer marketing program that
utilizes direct email, affiliate referral programs, banner ads, direct mail and
cross marketing links between all of our portals. We may use additional mass
marketing media campaigns to promote the SPEED411(sm), SpeedEmart(sm) and
Speedia consumer Internet portals. We have also created an on-line promotional
campaign utilizing corporate spokesperson Dennis Hopper.
We are presently offering on a limited pilot program basis our super
high-speed Internet access service to small business and residential subscribers
in Manhattan, Brooklyn and Queens. Our Internet broadcast signal is currently
not available at all locations in our license area. A full marketing effort will
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not commence until new LMDS equipment becomes commercially available with cost
and performance that allow implementation of SPEED(sm) service on an
economically attractive basis.
FCC License
Our FCC commercial operating license was awarded to us in recognition of
our efforts in developing and deploying Local Multipoint Distribution Service
("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 loop
telephony, 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.
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 this information. 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 and June
30, 2000;
3. Current Report on Form 8-K and Amendment to Current Report on Form
8-K/A, both dated June 30, 2000; and
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.
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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. We are not making an
offer of Common Stock in any state where the offer is not permitted. You should
not assume that the information in this prospectus or any prospectus supplement
is accurate as of any date other than the date on the front of those documents.
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 the intent,
belief or current expectations of the Company or its officers with respect to,
among other things, the ability of the Company 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 the Company's 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 products or services of the Company, assessments
of materiality, predictions of future events, and the ability to obtain
additional financing, including the Company's 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 the Company's 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 the Company believes that the expectations reflected in such
forward-looking statements are reasonable, it can give no assurance that such
expectations will prove to have been correct. The Company undertakes no
obligation to publicly release the result of any revisions to these
forward-looking statements that may be made to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.
SELLING STOCKHOLDERS
This prospectus relates to the following offers and sales of shares of
Common Stock:
Alta Light, Inc. The offer and sale from time to time of up to 175,000
shares of Common Stock (the "Alta Light Shares") by Alta Light, Inc. ("Alta
Light"). It is unknown if, when, or in what amounts Alta Light may offer the
Alta Light Shares for sale. There is no assurance that Alta Light will sell any
or all of the Alta Light Shares.
The Alta Light Shares are being included in this Prospectus pursuant to
our obligations under a letter agreement dated September 7, 1999 between Alta
Light and us (the "Letter Agreement").
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Tony Shafrazi. The offer and sale from time to time of up to 50,000 shares
of Common Stock (the "Shafrazi Shares") by Tony Shafrazi ("Shafrazi"). It is
unknown if, when, or in what amounts Shafrazi may offer the Shafrazi Shares for
sale. There is no assurance that Shafrazi will sell any or all of the Shafrazi
Shares.
The Shafrazi Shares are being included in this Prospectus pursuant to our
obligations under the Letter Agreement.
Willkie Farr & Gallagher. The offer and sale from time to time of up to
100,000 shares of Common Stock (the "WF&G Shares") by Willkie Farr & Gallagher
("WF&G"). It is unknown if, when, or in what amounts WF&G may offer the WF&G
Shares for sale. There is no assurance that WF&G will sell any or all of the
WF&G Shares.
The WF&G Shares are being included in this Prospectus pursuant to our
obligations under a Stock Purchase Warrant dated as of October 8, 1999 between
WF&G and us.
GEC Partners, LLP. The offer and sale from time to time of up to 332,942
shares of Common Stock (the "GEC Shares") by GEC Partners, LLP ("GEC"). It is
unknown if, when, or in what amounts GEC may offer the GEC Shares for sale.
There is no assurance that GEC will sell any or all of the GEC Shares.
The GEC Shares are being included in this Prospectus pursuant to our
obligations under a Patent Purchase Agreement dated February 18, 2000 between
GEC and us.
TIS WorldWide, Inc. The offer and sale from time to time of up to 227,536
shares of Common Stock (the "TIS Shares") by TIS WorldWide, Inc. ("TIS"). It is
unknown if, when, or in what amounts TIS may offer the TIS Shares for sale.
There is no assurance that TIS will sell any or all of the TIS Shares.
The TIS Shares are being included in this Prospectus pursuant to our
obligations under a Share Exchange Agreement dated as of June 30, 2000 between
TIS, Daniel Doyon ("Doyon") and us.
Daniel Doyon. The offer and sale from time to time of up to 49,698 shares
of Common Stock (the "Doyon Shares") by Doyon. It is unknown if, when, or in
what amounts Doyon may offer the Doyon Shares for sale. There is no assurance
that Doyon will sell any or all of the Doyon Shares.
The Doyon Shares are being included in this Prospectus pursuant to our
obligations under a Share Exchange Agreement dated as of June 30, 2000 between
TIS, Doyon and us (the "Share Exchange Agreement").
Titan Corporation. The offer and sale from time to time of up to 80,000
shares of Common Stock (the "Titan Shares") by Titan Corporation ("Titan"). It
is unknown if, when, or in what amounts Titan may offer the Titan Shares for
sale. There is no assurance that Titan will sell any or all of the Titan Shares.
The Titan Shares are being included in this Prospectus pursuant to our
obligations under a Settlement Agreement dated as of September 12, 2000 between
Titan, CT&T and us.
Because the Selling Stockholders may offer all, a portion or none of the
Common Stock offered pursuant to this prospectus, and because there are
currently no agreements, arrangements or understandings
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with respect to the sale of any of the shares that will be held by the Selling
Stockholders after completion of the offering, no estimate can be given as to
the number of shares of Common Stock that will be held by the Selling
Shareholders after completion of the offering. See "Plan of Distribution."
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CERTAIN RELATIONSHIPS BETWEEN THE COMPANY
AND THE SELLING STOCKHOLDERS
Except in connection with the acquisition of their respective interests in
the Company or as otherwise set forth below, no Selling Stockholder has held any
position or office or had any other material relationship with the Company 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 the Company.
As of September 29, 1999, we issued a Common Stock Purchase Warrant to
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 the Company.
As of October 8, 1999, we issued a Common Stock Purchase Warrant to WF&G
to purchase 100,000 shares of Common Stock at $4.00 per share in consideration
of legal services rendered to us by WF&G.
On February 29, 2000, we issued 332,942 shares of our Common Stock to GEC
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 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 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 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, we have agreed
to register an aggregate of 63,900 shares. The remaining 236,100 shares that we
may have to issue to TIS 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
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
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we may have to issue to Doyon are subject to the same proportional transfer
restrictions as the 145,455 shares above.
On September 12, 2000, we issued 80,000 shares of our Common Stock to
Titan 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 the Company.
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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 the
Company by Willkie Farr & Gallagher, New York, New York.
EXPERTS
The financial statements incorporated in this prospectus by reference to
the Company's 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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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............................................. 5
Use of Proceeds.......................................... 11
Price Range of Common Stock
and Dividends.......................................... 11
The Company.............................................. 13
Where You Can Find More Information...................... 16
Forward-Looking Statements............................... 17
Selling Stockholders..................................... 17
Certain Relationships Between the
Company and the Selling Stockholders................... 20
Plan of Distribution..................................... 21
Legal Matters............................................ 22
Experts.................................................. 22
=======================================
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1.015,176 Shares of Common Stock
SPEEDUS.COM, Inc.
----------------------
PROSPECTUS
---------------------
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<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
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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
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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 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 (contained in the signature pages hereto)
-------------
* to be filed by amendment
Item 17. Undertakings.
(1) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) 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.
(2) 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
II-2
<PAGE>
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.
(3) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) under the
Securities Act shall be deemed to be part of this registration statement as of
the time it was declared effective.
(4) For purposes of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
II-3
<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 13th day of
September, 2000.
SPEEDUS.COM, Inc.
By: /s/ Shant S. Hovnanian
-------------------------------------
Shant S. Hovnanian
Chief Executive Officer, President
and Chairman of the Board
POWER OF ATTORNEY
We, the undersigned officers and directors of SPEEDUS.COM, Inc., hereby
severally and individually constitute and appoint Shant S. Hovnanian as the true
and lawful attorney-in-fact for the undersigned, in any and all capacities, with
full power of substitution, to sign any and all amendments to this Registration
Statement (including post-effective amendments), and to file the same with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact may lawfully do or cause to be done by
virtue hereof.
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, September 13, 2000
----------------------------------- Chief Executive Officer and
Shant S. Hovnanian President (Principal Executive
Officer)
/s/ Shant S. Hovnanian Chief Financial Officer September 13, 2000
----------------------------------- (Principal Financial Officer)
Shant S. Hovnanian
/s/ Angela M. Vaccaro Controller and Chief Accounting September 13, 2000
----------------------------------- Officer (Principal Accounting
Angela M. Vaccaro Officer)
/s/ Vahak S. Hovnanian Director September 13, 2000
-----------------------------------
Vahak S. Hovnanian
/s/ Matthew J. Rinaldo Director September 13, 2000
-----------------------------------
Matthew J. Rinaldo
</TABLE>
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<PAGE>
Exhibit
Number Exhibit Index
------ -------------
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 Power of Attorney (contained in the signature pages hereto)
----------------
* to be filed by amendment
