UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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HIGH SPEED ACCESS CORP.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
42979U-102
(CUSIP Number)
William D. Savoy Gail J. Gordon
Vulcan Ventures Incorporated Foster Pepper & Shefelman PLLC
110-110th Avenue N.E., Suite 550 1111 Third Avenue, Suite 3400
Bellevue, WA 98004 Seattle, WA 98101
(206) 453-1940 (206) 447-4400
(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications)
June 9, 1999
(Date of Event which Requires Filing of This Statement)
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If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of ss.ss. 240.12d-1(e), 240.13d-1(f) or
240.12d-1(g), check the following box. |_|
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule including all exhibits. See ss.240.13d-7 for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
<PAGE>
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CUSIP NO. 42979U-102 13D Page 2 of 8 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vulcan Ventures Incorporated
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(E)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Washington
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NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY -0- shares
EACH
REPORTING PERSON
WITH
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8 SHARED VOTING POWER
20,222,139 shares (1)
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9 SOLE DISPOSITIVE POWER
-0- shares
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10 SHARED DISPOSITIVE POWER
20,222,139 shares (1)
- ------------------------------- ------- ----------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,222,139 shares (1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.4%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
1 Directly owned by Vulcan Ventures Incorporated. Paul G. Allen is the sole
shareholder of Vulcan Ventures Incorporated and may be deemed to have shared
voting and dispositive power with respect to such shares.
<PAGE>
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CUSIP NO. 42979U-102 13D Page 3 of 8 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul G. Allen
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(E)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY -0- shares
EACH
REPORTING PERSON
WITH
------ ------------------------------------
8 SHARED VOTING POWER
20,245,110 shares (2)
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9 SOLE DISPOSITIVE POWER
-0- shares
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10 SHARED DISPOSITIVE POWER
20,245,110 shares (2)
- ------------------------------------ ------ ------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,245,110 shares (2)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- --------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.4%
- --------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------- ----------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
2 Includes shares directly owned by Vulcan Ventures Incorporated. Paul G.
Allen is the sole shareholder of Vulcan Ventures Incorporated and may be deemed
to have shared voting and dispositive power with respect to such shares. Also
includes shares issuable upon the exercise of options held by Charter
Communications, Inc., an affiliate of Mr. Allen. Mr. Allen and Charter
Communications, Inc., may be deemed to have shared voting and dispositive power
with respect to such shares.
<PAGE>
AMENDMENT NO. 2 TO SCHEDULE 13D
This statement on Schedule 13D (the "Schedule 13D") relating to the common
stock, par value $.01 per share of High Speed Access Corp., a Delaware
corporation (the "Issuer"), as previously filed by Vulcan Ventures Incorporated
("Vulcan Ventures") and Paul G. Allen, is hereby amended as set forth below.
This Amendment No. 2 to Schedule 13D does not report any new transactions in the
Issuer's common stock. Rather, this Amendment is being filed to reflect that
Vulcan Ventures does not have an ownership interest in Charter Communications,
Inc. Capitalized terms used without definition have the meaning ascribed to such
terms in the Schedule 13D.
Item 3 of the Schedule 13D is hereby amended by deleting the entire Item 3 and
substituting the following:
Item 3: Source and Amount of Funds or Other Consideration
On November 25, 1998, Vulcan Ventures purchased 8,000,000 shares of the
Issuer's Series B convertible preferred stock at a purchase price of $2.50 per
share for aggregate cash consideration of $20,000,000. On April 30, 1999, Vulcan
Ventures purchased 5,000,000 shares of the Issuer's Series C convertible
preferred stock at a purchase price of $5.00 per share for aggregate cash
consideration of $25,000,000. Each share of Series B and Series C convertible
preferred stock converted automatically into 1.55 shares of common stock upon
the closing of the Issuer's initial public offering on June 9, 1999. As of that
date, the Issuer issued an additional 72,139 shares of its common stock that
were paid as cumulative, accrued dividends in respect of the Series B and Series
C convertible preferred stock upon its automatic conversion. Vulcan Ventures
funded its purchases of the Series B and Series C convertible preferred stock
from its own working capital. None of the funds used to purchase the shares of
Series B or Series C convertible preferred stock consisted of funds or other
consideration borrowed or otherwise obtained for the purpose of acquiring,
holding, trading or voting the shares of common stock.
Mr. Allen may be deemed beneficially to own an additional 22,971 shares of
the Issuer's common stock that are issuable pursuant to the exercise of warrants
held by Charter Communications, Inc. ("Charter"), a Delaware corporation that is
an affiliate of Mr. Allen. If Charter exercises the warrants, it is contemplated
that the acquisition of the underlying common stock would be funded from
Charter's working capital or from capital contributions from Mr. Allen, or
another entity under Mr. Allen's control.
Item 4 of the Schedule 13D is hereby amended by deleting the entire Item 4 and
substituting the following:
Item 4. Purpose of Transaction
On November 25,1998, the Issuer entered into a Systems Access and
Investment Agreement with Vulcan Ventures and Charter, a Programming Content
Agreement with Vulcan Ventures, and a related Network Services Agreement with
Charter. Under these agreements, Charter committed to provide the Issuer
exclusive access to at least 750,000 homes passed and the Issuer agreed to issue
the warrants described in this Item 4 to purchase up to an additional 7,750,000
shares of the Issuer's common stock as an equity incentive to provide the Issuer
additional homes passed, although Charter is not obligated to do so. Charter can
terminate the agreement, remove a particular system from the agreement or
terminate the Issuer's exclusivity rights, on a system by system basis, if the
Issuer fails to meet performance benchmarks or otherwise breaches its agreement,
including its agreement to provide content designated by Vulcan Ventures.
Charter can also terminate the Issuer's agreement, for any reason, as long as
Charter purchases the associated cable head end equipment and modems at book
value and pays the Issuer a termination fee based on the net present value of
the revenues the Issuer otherwise would earn for the remaining term of the
agreement from end users subscribing to its services as of the termination date.
During the term of the agreements, the Issuer has agreed not to deploy Worldgate
(SM), Web TV(R), digital TV or related products in the market areas of any
Page 4 of 8
<PAGE>
committed system or in any area which Charter operates a cable system. The
agreements will continue until the Issuer ceases to provide services to an end
user residing in a home passed in a committed system. Except as to confidential
portions that have been redacted and as to which confidential treatment has been
requested by the Issuer, the full text of the Systems Access and Investment
Agreement is filed as Exhibit 1 to this statement and incorporated herein by
reference.
Concurrently with the Issuer entering into these agreements, it issued
8,000,000 shares of Series B convertible preferred stock to Vulcan Ventures at a
purchase price of $2.50 per share, which Vulcan Ventures acquired for
$20,000,000 in cash. Vulcan Ventures also subscribed to purchase 2.5 million
shares of the Issuer's Series C convertible preferred stock at a purchase price
of $5.00 per share on or before November 25, 2000, and received an option to
purchase an additional 2.5 million shares of our Series C convertible preferred
stock at a purchase price of $5.00 per share on or before November 25, 2000. On
April 30, 1999, Vulcan Ventures purchased the entire 5,000,000 shares of Series
C convertible preferred stock for $25,000,000 in cash. Each share of Series B
and Series C convertible preferred stock issued to Vulcan Ventures automatically
converted into 1.55 shares of common stock upon completion of the Issuer's
initial public offering. Vulcan Ventures is entitled to registration rights with
respect to such shares of common stock as well as the 72,139 shares of common
stock issued as of June 9, 1999, in payment of cumulative, accrued dividends on
the Series B and Series C convertible preferred stock.
As an inducement to Vulcan Ventures to cause Charter to commit additional
systems to the Issuer, the Issuer granted Vulcan Ventures warrants to purchase
up to 7,750,000 shares of the Issuer's common stock at a purchase price of $3.23
per share. Vulcan Ventures subsequently assigned the warrants to Charter. The
warrants are exercisable by Charter at the rate of 1.55 shares of common stock
for each home passed committed to the Issuer by Charter in excess of 750,000. On
or before July 31, 2001, Charter may earn warrants to purchase up to 3,875,000
shares, which warrants must be exercised on or before July 31, 2002. Of these,
Charter had earned warrants to purchase 22,971 shares of common stock as of June
9, 1999. On or before July 31, 2003, Charter may earn warrants to purchase an
additional 3,875,000 shares, which warrants must be exercised on or before July
31, 2004. Charter may forfeit the warrants in certain circumstances, generally
if the number of homes passed in a committed system is reduced. All shares of
common stock issuable upon exercise of the warrants have registration rights.
The full text of the warrants, as amended, and the assignments from Vulcan
Ventures to Charter are filed as Exhibits 2 and 3 to this statement and
incorporated herein by reference.
Vulcan Ventures and Mr. Allen acquired the securities reported in this
statement for investment purposes. Vulcan Ventures or Mr. Allen may purchase
additional shares of common stock from time to time, depending on various
factors, including, without limitation, the price of the common stock, stock
market conditions and the business prospects of the Issuer. Subject to the
Amended and Restated Registration Rights Agreement and the lockup agreement
described in Item 6 of this statement, Vulcan Ventures and Mr. Allen may also
determine to dispose of some or all of their beneficial holdings of the Issuer's
securities. They reserve the right to increase or decrease their holdings on
such terms and at such times as they may decide.
Vulcan Ventures and Mr. Allen have no present plan or proposal that relates
to or would result in (i) an extraordinary corporate transaction, such as a
merger, reorganization, liquidation, or sale or transfer of a material amount of
assets involving the Issuer or any of its subsidiaries, (ii) any change in the
Issuer's present Board of Directors or management, (iii) any material change in
the Issuer's present capitalization or dividend policy or any other material
change in the Issuer's business or corporate structure, (iv) any change in the
Issuer's charter or by-laws or other actions that may impede the acquisition of
control of the Issuer by any person, (v) any change that would result in the
Issuer's common stock becoming eligible for termination
Page 5 of 8
<PAGE>
of its registration pursuant to Section 12(g)(4) of the Securities Exchange
Act of 1934, as amended, or to cease to be authorized to be quoted in Nasdaq, or
(vi) any similar action.
Item 5 of the Schedule 13D is hereby amended by deleting the entire Item 5 and
substituting the following:
Item 5. Interest in Securities of the Issuer
Vulcan Ventures beneficially owns 20,222,139 shares of the Issuer's common
stock, representing approximately 37.4% of the shares of the class outstanding
based upon 54,117,849 shares outstanding as of June 9, 1999, as reported to
Vulcan Ventures by the Issuer. Mr. Allen beneficially owns 20,245,110 shares of
the Issuer's common stock, representing approximately 37.4% of the shares of the
class outstanding, including 22,971 shares issuable upon the exercise of
warrants held by Charter. Vulcan Ventures and Mr. Allen share the power to vote
and to direct the vote of, and the power to dispose and to direct the
disposition of, 20,222,139 shares of the Issuer's common stock. Mr. Allen and
Charter share the power to vote and to direct the vote of, and the power to
dispose and to direct the disposition of, the 22,971 shares issuable upon the
exercise of warrants held by Charter.
To the best knowledge of Vulcan Ventures and Mr. Allen, none of the other
parties named in Item 2 owns any of the Issuer's common stock, except as
follows:
William D. Savoy, Vice President and a Director of Vulcan Ventures,
beneficially owns immediately exercisable options to acquire 27,125 shares,
which options were granted in January 1999. Vulcan Ventures disclaims beneficial
ownership of such shares.
Except as set forth in Item 4 of this statement, Vulcan Ventures and Mr.
Allen have not, nor, to the knowledge of Vulcan Ventures has any of its
executive officers, directors or controlling persons, effected any transactions
in the Issuer's common stock during the past sixty days.
Item 7. Material To Be Filed as Exhibits.
Exhibit Description
1 Systems Access and Investment Agreement dated as of November
25, 1998, among the Issuer, Vulcan Ventures, Charter and
Marcus Cable, Inc. (Incorporated by reference to Exhibit 10.7
to the Issuer's Registration Statement on Form S-1 filed March
3, 1999, File No. 333-74667.)
2 Class A Securities Purchase Warrant to Subscribe for and
Purchase Common Stock of the Issuer dated November 25, 1998,
as amended, and Assignment. (Incorporated by reference to
Exhibit 10.5 to the Issuer's Registration Statement on Form
S-1/A filed May 5, 1999, File No. 333-74667.)
3 Class B Securities Purchase Warrant to Subscribe for and
Purchase Common Stock of the Issuer dated November 25, 1998.
(Incorporated by reference to Exhibit 10.6 to the Issuer's
Registration Statement on Form S-1/A filed May 5, 1999, File
No. 333-74667.)
4 Joint Filing Agreement. (Incorporated by reference to
Exhibit 4 to the Reporting Persons' Schedule 13D/A, Amendment
No. 1, filed June 28, 1999.)
Page 6 of 8
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify
that the information set forth in this statement is true, complete and correct.
VULCAN VENTURES INCORPORATED
August 20, 1999 By: /s/ Willian D. Savoy
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(Date) William D. Savoy, Vice President
August 20, 1999 /s/ Paul G. Allen
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(Date) Paul G. Allen
Page 7 of 8
<PAGE>
EXHIBIT INDEX
Exhibit Description
1 Systems Access and Investment Agreement dated as of November 25, 1998,
among the Issuer, Vulcan Ventures, Charter and Marcus Cable, Inc.
(Incorporated by reference to Exhibit 10.7 to the Issuer's
Registration Statement on Form S-1 filed March 3, 1999, File No.
333-74667.)
2 Class A Securities Purchase Warrant to Subscribe for and
Purchase Common Stock of the Issuer dated November 25, 1998, as
amended, and Assignment. (Incorporated by reference to Exhibit 10.5 to
the Issuer's Registration Statement on Form S-1/A filed May 5, 1999,
File No. 333-74667.)
3 Class B Securities Purchase Warrant to
Subscribe for and Purchase Common Stock of the Issuer dated November
25, 1998. (Incorporated by reference to Exhibit 10.6 to the Issuer's
Registration Statement on Form S-1/A filed May 5, 1999, File No.
333-74667.)
4 Joint Filing Agreement. (Incorporated by reference to
Exhibit 4 to the Reporting Persons' Schedule 13D/A, Amendment No. 1,
filed June 28, 1999.)
Page 8 of 8
