<PAGE>
As filed with the Securities and Exchange Commission on March 14, 2000
File No. 333-______________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
ADVANCED RADIO TELECOM CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 52-1869023
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
500 108th Avenue NE
Suite 2600
Bellevue, Washington 98004
(425) 688-8700
(Address of principal executive offices, including zip code)
RESTATED EQUITY INCENTIVE PLAN
-------------------------------
(Full title of the plan)
THOMAS M. WALKER, ESQ.
General Counsel
Advanced Radio Telecom Corp.
500 108th Avenue NE
Suite 2600
Bellevue, Washington 98004
(425) 688-8700
(425) 990-1642 (Fax)
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================
Title of Securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price aggregate offering registration
per share/(1)/ price/(2)/ fee
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.001 4,000,000 shares $10.063-$43.50 $154,547,830.25 $40,801
============================================================================================
</TABLE>
/(1)/ Pursuant to Rule 475(h) under the Securities Act of 1933, as amended, the
offering price for shares subject to options on the date hereof is the
actual exercise price of such options. Of the 4,000,000 shares to be
registered hereunder, 3,000 shares are subject to options at an exercise
price of $36.625 per share, 801,500 shares are subject to options at an
exercise price of $32.391 per share, 7,500 shares are subject to options
at an exercise price of $30.25 per share, 15,000 shares are subject to
options at an exercise price of $14.00 per share, 300,000 shares are
subject to options at an exercise price of $13.625 per share, 1,000
shares are subject to options at an exercise price of $14.313 per share,
1,500 shares are subject to options at an exercise price of $13.75 per
share, 2,500 shares are subject to options at an exercise price of
$10.063 per share, 3,000 shares are subject to options at an exercise
price of $14.938 per share, 1,500 shares are subject to options at an
exercise price of $12.125 per share, 1,750 shares are subject to options
at an exercise price of $12.625 per share, 3,000 shares are subject to
options at an exercise price of $13.063 per share, 10,000 shares are
subject to options at an exercise price of $13.75 per share, 3,000 shares
are subject to options at an exercise price of $13.438 per share, 1,500
shares are subject to options at an exercise price of $11.75 per share
and 5,000 shares are subject to options at an exercise price of $13.00
per share. The offering price for the remaining 2,839,250 shares not
subject to options on the date hereof of $43.50 per share has been
estimated solely for the purposes of determining the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended, on
the basis of the average of the high and low prices of Advanced Radio
Telecom Corp. Common Stock, par value $0.001 per share, reported on the
Nasdaq National Market on March 9, 2000.
/(2)/ The maximum aggregate offering price consists of $109,875 payable in
respect of 3,000 shares subject to options at an exercise price of
$32.625 per share, plus $25,961,386.50 payable in respect of 801,500
shares subject to options at an exercise price of $32.391 per share, plus
$226,875 payable in respect of 7,500 shares subject to options at an
exercise price of $30.25 per share, plus $210,000 payable in respect of
15,000 shares subject to options at an exercise price of $14.00 per
share, plus $4,087,500 payable in respect of 300,000 shares subject to
options at an exercise price of $13.625 per share, plus $14,313 payable
in respect of 1,000 shares subject to options at an exercise price of
$14.313 per share, plus $20,625 payable in respect of 1,500 shares
subject to options at an exercise price of $13.75 per share, plus
$25,157.50 payable in respect of 2,500 shares subject to options at an
exercise price of $10.063 per share, plus $44,814 payable in respect of
3,000 shares subject to options at an exercise price of $14.938 per
share, plus $18,187.50 payable in respect of 1,500 shares subject to
options at an exercise price of $12.125 per share, plus $22,093.75
payable in respect of 1,750 shares subject to options at an exercise
price of $12.625 per share, plus $39,189 payable in respect of 3,000
shares are subject to options at an exercise price of $13.063 per share,
plus $137,500 payable in respect of 10,000 shares subject to options at
an exercise price of $13.75 per share, plus $40,314 payable in respect of
3,000 shares subject to options at an exercise price of $13.438 per
share, plus $17,625 payable in respect of 1,500 shares subject to options
at an exercise price of $11.75 per share, plus $65,000 payable in respect
of 5,000 shares subject to options at an exercise price of $13.00 per
share, plus $123,507,375 payable in respect of 2,839,250 shares that have
not yet been subject to options on the date hereof.
================================================================================
<PAGE>
EXPLANATORY NOTE
This Registration Statement has been filed pursuant to General Instruction E
on Form S-8 to register 4,000,000 additional securities to be offered pursuant
to the Restated Equity Incentive Plan ("the Plan") of Advanced Radio Telecom
Corp. (the "Registrant" or the "Company"). A registration statement on Form S-8
(File No. 333-50155), filed with the Securities and Exchange Commission on April
15, 1998 to register 3,100,000 shares of Common Stock and Junior Preferred Stock
Purchase Rights issuable pursuant to the Plan and the 1997 Equity Incentive Plan
for Non-Employee Directors, is currently effective and is hereby incorporated
herein by reference.
-2-
<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-8 and has duly caused this Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Bellevue, State of Washington, on this 14th day
of March, 2000.
ADVANCED RADIO TELECOM CORP.
By: /s/ Robert S. McCambridge
---------------------------------
Name: Robert S. McCambridge
Title: President
POWER OF ATTORNEY
-----------------
Pursuant to the requirement of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears
below hereby authorizes and constitutes Robert S. McCambridge and Thomas M.
Walker, with full power of substitution, to execute in the name of and on behalf
of such person any amendment (including any post-effective amendment) to this
Registration Statement, and any subsequent registration statement for the same
offering that may be filed under Rule 462(b) under the Securities Act, and to
file the same, with exhibits thereto, and other documents in connection
therewith, making such changes in this Registration Statement and any subsequent
registration statement under Rule 462(b) as the person(s) so acting deems
appropriate.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- -----
<S> <C> <C>
/s/ Robert S. McCambridge
- ------------------------- President, Acting Chief March 14, 2000
Robert S. McCambridge Executive Officer and
Chief Financial Officer
/s/ Bandel Carano
- ------------------------- Director March 14, 2000
Bandel Carano
/s/ Andrew I. Fillat
- ------------------------- Director March 14, 2000
Andrew I. Fillat
</TABLE>
-3-
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Richard T. Liebhaber
- ------------------------- Director March 14, 2000
Richard T. Liebhaber
/s/ James B. Murray, Jr.
- ------------------------- Director March 14, 2000
James B. Murray, Jr.
/s/ Alan Z. Senter
- ------------------------- Director March 14, 2000
Alan Z. Senter
/s/ Marc B. Weisberg
- ------------------------- Director March 14, 2000
Marc B. Weisberg
</TABLE>
-4-
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Number Title of Exhibit Page
- ------ -------------------------------------------- ----
<C> <S> <C>
5 Opinion of Ropes & Gray 6
23.1 Consent of PricewaterhouseCoopers L.L.P. 7
23.2 Consent of Ropes & Gray (contained in the
opinion filed as Exhibit 5 hereto) 6
24 Power of Attorney (included as part of the
signature page filed herewith) 3
</TABLE>
-5-
<PAGE>
EXHIBIT 5
March 14, 2000
Advanced Radio Telecom Corp.
500 108th Avenue NE
Suite 2600
Bellevue, Washington 98004
Re: Advanced Radio Telecom Corp.
----------------------------
Ladies and Gentlemen:
This opinion is furnished to you in connection with a registration
statement on Form S-8, and all exhibits thereto (the "Registration Statement"),
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended, for the registration of 4,000,000 shares of Common Stock,
$.001 par value (the "Shares"), of Advanced Radio Telecom Corp., a Delaware
corporation (the "Company"). The Shares are to be issued pursuant to the
exercise of options granted under the Company's Restated Equity Incentive Plan
(the "Plan").
We have acted as counsel for the Company and are familiar with the action
taken by the Company in connection with the Plan. For purposes of this opinion
we have examined the Registration Statement, the Plan and such other documents,
records, certificates and other instruments as we have deemed necessary. We
have assumed that the exercise price per share will not be less than the par
value and that at the time of the exercise there will be adequate authorized but
unissued Common Stock.
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 Commonwealth of
Massachusetts and the corporate laws of the State of Delaware.
Based on the foregoing, we are of the opinion that, when the Shares have
been issued and sold in accordance with the terms of the Plan, the Shares will
be validly issued, fully paid and non-assessable.
We hereby consent to your filing this opinion as an exhibit to the
Registration Statement.
It is understood that this opinion is to be used only in connection with
the offer and sale of the Shares while the Registration Statement is in effect.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 (File No. 333- ) of our report dated March 29, 1999
relating to the financial statements which appear in Advanced Radio Telecom and
subsidiaries' Annual Report on Form 10-K for the year ended December 31, 1998.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Seattle, Washington
March 10, 2000
