<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 14, 1998.
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ADVANCED RADIO TELECOM CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 4812 52-1869023
<S> <C> <C>
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL CLASSIFICATION (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CODE NUMBER) IDENTIFICATION NO.)
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500 108TH AVENUE NE, SUITE 2600, BELLEVUE, WASHINGTON 98004 (425) 688-8700
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
THOMAS M. WALKER, ESQ.
GENERAL COUNSEL
500 108TH AVENUE NE, SUITE 2600
BELLEVUE, WASHINGTON 98004
(425) 688-8700 / (425) 990-1642 (FAX)
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES OF ALL COMMUNICATIONS TO:
MARY E. WEBER, ESQ.
ROPES & GRAY
ONE INTERNATIONAL PLACE
BOSTON, MA 02110-2624
(617) 951-7000 / (617) 951-7050 (FAX)
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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 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. [X] 333-33689.
---------
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CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Title of Each Class of Additional Amount Proposed Maximum Proposed Maximum Amount of
Securities to be Registered to be Registered Offering Price Per Share /(1)/ Aggregate Offering Price /(1)/ Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,$.001 Par 526,748 shs. $15.1875 $8,000,000 $2,360
Value (including
Junior Preferred Stock
Purchase Rights)
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(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) for the purpose of calculating the registration fee
based on the average of the high and low sales prices on April 13, 1998.
(2) An additional filing fee of $12,122 was previously paid for 5,000,000
shares registered for issuance pursuant to acquisitions under Registration
Statement on Form S-4 No. 333-33689, which was filed on August 15, 1997.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(A), MAY DETERMINE.
================================================================================
<PAGE>
REGISTRATION OF ADDITIONAL SECURITIES
This registration statement is intended to register an additional 526,748
shares of common stock, $.001 par value and Junior Preferred Stock Purchase
Rights associated with the shares pursuant to a Rights Agreement dated as of
June 20, 1997 (the "Common Stock") of Advanced Radio Telecom Corp. (the
"Company") pursuant to Rule 462(b) of the Securities Act of 1933. The contents
of Post-Effective Amendment No. 1 to the Company's registration statement on
Form S-4, Registration No. 333-33689, as filed with the Securities and Exchange
Commission on April 14, 1998 are hereby incorporated by reference into this
registration statement.
EXHIBITS
Exhibit
Number Description
- ------ -----------
5 --Opinion of Ropes & Gray.
23.1 --Consent of Independent Accountants.
23.2 --Consent of Ropes & Gray. (Included in Exhibit 5.1)
-2-
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Company has duly
caused this Registration Statement on Form S-4 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Bellevue, State of
Washington on the 14th day of April, 1998.
Advanced Radio Telecom Corp.
By: /s/ Henry C. Hirsch
-------------------------
Title: Chairman, Chief Executive Officer
and Director
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
below on the 14th day of April, 1998.
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ Henry C. Hirsch Chairman, Chief Executive Officer April 14, 1998
- --------------------------
Henry C. Hirsch and Director
/s/ Thomas A. Grina Executive Vice President and April 14, 1998
- --------------------------
Thomas A. Grina Chief Financial Officer
* Vice-Chairman and Director
- --------------------------
Vernon L. Fotheringham
* Director
- --------------------------
James C. Cook
* Director
- --------------------------
Mark C. Demetree
* Director
- --------------------------
Andrew I. Fillat
* Director
- --------------------------
James B. Murray
* Director
- --------------------------
Alan Z. Senter
* Appointed Thomas A. Grina to act as attorney-in-fact and agent with respect
to any Rule 462(b) Registration Statement relating to the registration of
additional securities for the offering reflected by the Company's Registration
Statement on Form S-4, Registration No. 333-33689.
-3-
<PAGE>
[LETTERHEAD OF ROPES & GRAY APPEARS HERE]
April 14, 1998
Advanced Radio Telecom Corp.
500 108th Avenue NE
Suite 2600
Bellevue, WA 98004
Ladies and Gentlemen:
This opinion is furnished to you in connection with a registration
statement on Form S-4 (the "Registration Statement"), filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, for the
registration of 526,748 shares (the "Shares") of common stock, $.001 par value,
and Junior Preferred Stock Purchase Rights associated with the Shares pursuant
to a Rights Agreement dated as of June 20, 1997 (the "Common Stock"), of
Advanced Radio Telecom Corp., a Delaware corporation (the "Company"), that may
be issued and sold by the Company from time to time in connection with future
acquisitions by the Company of other businesses, assets, or equity and/or debt
securities in business combination.
We have acted as counsel for the Company in connection with the proposed
issue and sale of the Shares, and the preparation and filing of the Registration
Statement. For purposes of this opinion, we have examined and relied upon the
information set forth in the Registration Statement and such other documents,
records, certificates and other instruments as we have deemed necessary.
We express no opinion as to the applicability of, compliance with or effect
of federal law or the law of any jurisdiction other than the General Corporation
Law of the State of Delaware. For purposes of our opinion set forth below, we
have assumed that the per share consideration paid to the Company upon issuance
of the Shares will exceed the par value of a share of Common Stock and that
there will be an adequate number of shares of authorized Common Stock available
for issuance at the time of any issuance of the Shares.
Based upon the foregoing, we are of the opinion that:
<PAGE>
Advanced Radio Telecom Corp. April 14, 1998
Assuming that the issuance of the Shares is duly and validly authorized by
the Board of Directors of the Company, then when issued as so authorized by the
Board of Directors of the Company in accordance with the terms and against
payment therefor, each as authorized by the Board of Directors, the Shares will
be duly and validly authorized and will be validly issued, fully paid and
nonassessable.
We understand that this opinion is to be used in connection with the
Registration Statement. We hereby consent to the filing of this opinion as part
of the Registration Statement.
It is understood that this opinion is to be used only in connection with
the issuance and sale of the Shares while the Registration Statement is in
effect.
Very truly yours,
Ropes & Gray
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
Advanced Radio Telecom Corp. on Form S-4 (File No. 333- ) of our report dated
March 10, 1998 on our audits of the consolidated financial statements of
Advanced Radio Telecom Corp. and Subsidiaries as of December 31, 1997 and 1996
and for the years ended December 31, 1997, 1996 and 1995, appearing in the
Annual Report on Form 10-K of Advanced Radio Telecom Corp. filed with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934. We also consent to the references to our firm under the captions "Experts"
and "Selected Consolidated Financial Data."
Coopers & Lybrand L.L.P.
Seattle, Washington
April 10, 1998
