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As Filed with the Securities and Exchange Commission on June 17, 1999
Registration No. 333-52731
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SECURITIES AND EXCHANGE COMMISSION
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POST-EFFECTIVE AMENDMENT NO. 5 TO FORM S-1 REGISTRATION STATEMENT ON
FORM S-4
PURSUANT TO RULE 401
UNDER
THE SECURITIES ACT OF 1933
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ROCKY MOUNTAIN INTERNET, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-3153858
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
CHRISTOPHER J. MELCHER
ROCKY MOUNTAIN INTERNET, INC.
999 EIGHTEENTH STREET, SUITE 2201
DENVER, COLORADO
(303) 672-0700
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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Copy to:
JEFFREY M. KNETSCH
BROWNSTEIN HYATT & FARBER, P.C.
410 SEVENTEENTH STREET, 22ND FLOOR
DENVER, COLORADO 80202
(303) 223-1100
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Approximate date of commencement of proposed sale to public: as soon as
practicable after the registration statement becomes effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
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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The Registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
registration statement will thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration
statement shall become effective on such date as the Securities and Exchange
Commission, acting pursuant to said Section 8(a) may determine.
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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
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EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- -------- -----------------------
<S> <C>
2.01 Agreement and Plan of Reorganization and Liquidation by and Among
Rocky Mountain Internet, Inc., DataXchange Network, Inc., and
Certain of the Shareholders of DataXchange Network, Inc., dated as
of December 8, 1998 (13)
3.01 Certificate of Incorporation (1)
3.02 Bylaws of Rocky Mountain Internet, Inc. (1)
3.03 Certificate of Amendment of Certificate of Incorporation of Rocky
Mountain Internet, Inc. (16)
3.04 Certificate of Designations of Series B Convertible Preferred
Stock (16)
4.01 Form of Warrant Agreement dated September 5,1996 between Rocky
Mountain Internet, Inc. and American Securities Transfer, Inc. (1)
4.02 Form of Subordinated Convertible Promissory Note (1)
4.03 Form of Lock-Up Agreement for Shareholders (1)
4.04 Form of Lock-Up Agreement for Preferred Stockholders (1)
4.05 Form of Lock-Up Agreement for Debenture Holders (1)
4.06 Form of Stock Certificate (1)
4.07 Form of Warrant Certificate (1)
4.08 Warrant Agreement between Rocky Mountain Internet, Inc. and
Douglas H. Hanson dated October 1, 1997 (8)
4.09 1996 Employees' Stock Option Plan (6)
4.10 1996 Non-Employee Directors' Stock Option Plan (6)
4.11 Rocky Mountain Internet Inc. 1997 Non-Qualified Stock Option Plan (7)
4.12 1997 Stock Option Plan (9)
4.12.1 First Amendment to Non-Qualified Stock Option Agreement pursuant
to the Rocky Mountain Internet, Inc. 1997 Stock Option Plan (16)
4.12.2 First Amendment to Incentive Stock Option Agreement pursuant to
the Rocky Mountain Internet, Inc. 1997 Stock Option Plan) (16)
4.13 Rocky Mountain Internet, Inc. 1998 Employees' Stock Option Plan (10)
4.14 Rocky Mountain Internet, Inc. 1998 Non-Employee Directors' Stock
Option Plan (11)
4.15 Subscription Agreement, dated as of December 10, 1998, by and
between Rocky Mountain Internet, Inc. and Koch Industries, Inc. (15)
4.16 Subscription Agreement, dated as of December 10, 1998, by and
between Rocky Mountain Internet, Inc. and Advantage Fund II Ltd. (15)
4.17 Form of Common Stock Purchase Warrant issued to Koch Industries,
Inc., Advantage Fund II Ltd., Wharton Capital Partners Ltd.,
Leslie Bines, and Neidiger Tucker Bruner Inc. (15)
4.18 Form of Registration Rights Agreement between Rocky Mountain
Internet, Inc. and (i) Koch Industries, Inc.; and (ii) Advantage
Fund II Ltd. (15)
4.19 Form of Registration Rights Agreement between Rocky Mountain
Internet and (i) Wharton Capital Partners Ltd.; (ii) Leslie Bines;
and (iii) Neidiger Tucker Bruner Inc. (15) 5.01Opinion and
Consent of Hall & Evans, L.L.C., as to legality of securities
being registered. ***
10.01 Agreement of Lease between Denver-Stellar Associates Limited
Partnership, Landlord and Rocky Mountain Internet, Inc., Tenant (2)
10.02 Asset Purchase Agreement - Acquisition of CompuNerd, Inc. (2)
10.03 Confirmation of $2.0 million lease line of credit (2)
10.04 Agreement between MCI and Rocky Mountain Internet, Inc. governing
the provision of professional information system development
services for the design and development of the MCI internal
Intranet project referred to as Electronic Advice. (2)
10.05 Sublease Agreement-February 26, 1997-1800 Glenarm, Denver, CO(4)
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<TABLE>
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EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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<S> <C>
10.06 Acquisition Agreement for The Information Exchange (4)
10.07 Asset Purchase Agreement for On-Line Network Enterprises (4)
10.08 1996 Incentive Compensation Plan - Annual Bonus Incentive (4)
10.09 1997 Incentive Compensation Plan - Annual Bonus Incentive (4)
10.10 Termination Agreement of joint venture between Rocky Mountain
Internet, Inc. and Zero Error Networks, Inc. (5)
10.11 Private Placement Memorandum (5)
10.12 Carrier Services Switchless Agreement Between Frontier
Communications of the West, Inc. and Rocky Mountain Broadband,
Inc.** (15)
10.13 Wholesale Usage Agreement Between PSINet Inc. and Rocky Mountain
Internet, Inc.** (15)
10.14 PacNet Reseller Agreement between PacNet Inc. and Rocky Mountain
Internet, Inc.** (15)
10.15 Operating Agreement of The Mountain Area EXchange LLC (15)
10.16 Software License and Consulting Services Agreement Between Rocky
Mountain Internet, Inc. and Novazen Inc.** (15)
10.19 Merger Agreement among Rocky Mountain Internet, Inc., RMI-INI,
Internet Now, Hutchinson Persons, Leslie Kelly, Taufik, Islam,
Susan Coupal, and Gary Kim, dated November 20, 1998 (12)
10.20 Asset Purchase Agreement between Rocky Mountain Internet, Inc. and
Unicom Communications Corporation dated as of November 24, 1998 (12)
10.21 Asset Purchase Agreement among Rocky Mountain Internet, Inc.,
Stonehenge Business Systems Corporation, Todd Keener, and Danette
Keener, dated as of November 30, 1998 (12)
10.22 Commitment letter dated December 10, 1998 from Advantage Fund Ltd.
to Rocky Mountain Internet, Inc. (15)
10.23 Agreement and Plan of Merger dated February 2, 1999 by and between
Rocky Mountain Internet, Inc. and August 5th Corporation, d/b/a
Dave's World (17)
10.24 Asset Purchase Agreement by and among Rocky Mountain Internet,
Inc., ImageWare Technologies, L.L.C., and Communication Network
Services, L.L.C. (17)
16.01 Letter re change in certifying accountant (3)
16.02 Letter re change in certifying accountant (14)
21.01 Subsidiaries of the Registrant (18)
23.01 Consent of Ernst & Young LLP *
23.02 Consent of Baird, Kurtz & Dobson *
23.03 Consent of Hall & Evans, L.L.C. (included in Exhibit 5.01) ***
27.01 Financial Data Schedule (18)
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* Filed herein.
** Portions of these documents have been omitted pursuant to a
request for confidential treatment.
*** Previously filed.
(1) Incorporated by reference from the Registrant's Registration
Statement on Form SB-2 (Reg. No. 333-05040C) and amendments
thereto, as previously filed with the Securities and Exchange
Commission.
(2) Incorporated by reference from the Registrant's Quarterly Report
on Form 10-QSB for the quarter ended September 30, 1996.
(3) Incorporated by reference to the Registrant's Current Report on
Form 8-K dated January 28, 1997.
(4) Incorporated by reference to the Registrant's Annual Report on
Form 10-KSB for the fiscal year ended December 31, 1996.
(5) Incorporated by reference to the Registrant's Quarterly Report on
Form 10-QSB for the quarter ended June 30, 1997.
(6) Incorporated by reference to the Registrant's documents filed with
the Registrant's Initial Public Offering.
(7) Incorporated by reference to the Registrant's Registration
Statement on Form S-8, as filed with the Securities and Exchange
Commission on September 26, 1997.
(8) Incorporated by reference to the Registrant's Current Report on
Form 8-K dated October 6, 1997.
(9) Incorporated by reference to the Definitive Proxy Statement
(Appendix A) filed on Schedule 14A on February 13, 1998.
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(10) Incorporated by reference to the Definitive Proxy Statement
(Appendix B) filed on Schedule 14A on February 13, 1998.
(11) Incorporated by reference to the Definitive Proxy Statement
(Appendix C) filed on Schedule 14A on February 13, 1998.
(12) Incorporated by reference to the Registrant's Current Report on
Form 8-K dated November 20, 1998.
(13) Incorporated by reference to the Registrant's Current Report on
Form 8-K dated December 8, 1998.
(14) Incorporated by reference to the Registrant's Current Report on
Form 8-K dated December 9, 1998.
(15) Incorporated by reference to the Registrant's Current Report on
Form 8-K dated December 10, 1998.
(16) Incorporated by reference from the Registrant's Registration
Statement on Form S-1 (Reg. No. 333-52731) and amendments thereto,
as previously filed with the Securiti es and Exchange Commission.
(17) Incorporated by reference to the Registrant's Current Report on
Form 8-K dated February 2, 1999.
(18) Incorporated by reference to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
city of Denver, state of Colorado, on June 17, 1999.
ROCKY MOUNTAIN INTERNET, INC.
a Delaware corporation
By: /s/ Douglas H. Hanson
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Name: Douglas H. Hanson
Title: Chief Executive Officer and
Chairman of the Board of
Directors (PRINCIPAL EXECUTIVE
OFFICER)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and Power of Attorney has been signed below by the
following persons in the capacities and on the dates indicated:
NAME TITLE DATE
- ---- ----- ----
/s/ Douglas H. Hanson Chief Executive Officer June 17, 1999
- ----------------------------- and Chairman of the Board
Douglas H. Hanson of Directors (PRINCIPAL
EXECUTIVE OFFICER)
/s/ Peter J. Kushar * Chief Financial Officer and June 17, 1999
- ----------------------------- Treasurer (PRINCIPAL
Peter J. Kushar FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER)
/s/ Mary Beth Vitale * President, Chief Operating June 17, 1999
- ----------------------------- Officer and Director
Mary Beth Vitale
/s/ D.D. Hock * Director June 17, 1999
- -----------------------------
D.D. Hock
/s/ Robert S. Grabowski * Director June 17, 1999
- -----------------------------
Robert S. Grabowski
/s/ Lewis J. Silverberg * Director June 17, 1999
- -----------------------------
Lewis J. Silverberg
* by Douglas H. Hanson, attorney-in-fact.
<PAGE>
Exhibit 23.01
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Post-Effective Amendment No. 5 to Form S-1
Registration Statement on Form S-4 No. 333-52731) and related Prospectus of
Rocky Mountain Internet, Inc. for the registration of shares of its common
stock and to the incorporation by reference therein of our report dated March
26, 1999, with respect to the consolidated financial statements and schedule
of Rocky Mountain Internet, Inc. as of and for the year ended December 31,
1998 included in its Annual Report (Form 10-K) for the year ended December
31, 1998, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Denver, Colorado
June 17, 1999
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CONSENT OF INDEPENDENT ACCOUNTANTS
Board of Directors
Rocky Mountain Internet, Inc.
Denver, Colorado
We hereby consent to the incorporation by reference in this Registration
Statement of Rocky Mountain Internet, Inc., Post-Effective Amendment No. 5 to
Form S-1, filed on Form S-4 pursuant to Rule 401 of Regulation C under the
Securities Act of 1933, of our report included in Form 10-K, dated February
27, 1998, with respect to the balance sheet of Rocky Mountain Internet, Inc.
as of December 31, 1997, and the related statements of income, stockholders'
equity (deficit), and cash flows for each of the two years then ended. We
also consent to the reference of us under the heading "Experts" in such
registration statement.
BAIRD, KURTZ & DOBSON
Denver, Colorado
June 17, 1999
