<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 29, 1998.
REGISTRATION NO. 333-53947
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CARRIER ACCESS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 3661 84-1208770
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>
5395 PEARL PARKWAY
BOULDER, COLORADO 80301
(303) 442-5455
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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ROGER L. KOENIG
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CARRIER ACCESS CORPORATION
5395 PEARL PARKWAY
BOULDER, COLORADO 80301
(303) 442-5455
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:
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<S> <C>
THOMAS A. BEVILACQUA, ESQ. MARK A. BERTELSEN, ESQ.
JEREMY W. MAKARECHIAN, ESQ. JAMES N. STRAWBRIDGE, ESQ.
ARMANDO CASTRO, ESQ. JOSE F. MACIAS, ESQ.
ELIZABETH A.R. YEE, ESQ. RICHARD G. STEELE, ESQ.
BROBECK, PHLEGER & HARRISON LLP MICHAEL S. ELLIS, ESQ.
1125 SEVENTEENTH STREET, SUITE 2525 WILSON SONSINI GOODRICH & ROSATI
DENVER, COLORADO 80202
(303) 293-0760 650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
(650) 493-9300
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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.
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If 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
1993, as amended (the "Securities Act"), 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, please 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(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. [_]
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. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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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 SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, 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 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the Company in connection
with the sale of Common Stock being registered. All amounts are estimates
except the SEC registration fee and the NASD filing fees.
SEC Registration Fee............................................... $ 12,213
NASD Filing Fee.................................................... 4,640
Nasdaq National Market Listing Fee................................. 120,000
Printing and Engraving Expenses.................................... 160,000
Legal Fees and Expenses of the Company............................. 375,000
Accounting Fees and Expenses....................................... 100,000
Blue Sky Fees and Expenses......................................... 10,000
Transfer Agent Fees................................................ 6,000
Miscellaneous...................................................... 124,147
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Total............................................................ $900,000
========
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law authorizes a court to
award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act"). Article V of the Company's Bylaws provides
for mandatory indemnification of its directors and officers and permissible
indemnification of employees and other agents to the maximum extent permitted
by the Delaware General Corporation Law. The Company's Certificate of
Incorporation provides that, subject to Delaware law, its directors shall not
be personally liable for monetary damages for breach of the directors'
fiduciary duty as directors to the Company and its stockholders. This
provision in the Certificate of Incorporation does not eliminate the
directors' fiduciary duty, and in appropriate circumstances equitable remedies
such as injunctive or other forms of non-monetary relief will remain available
under Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Company or its
stockholders for acts or omissions not in good faith or involving intentional
misconduct, for knowing violations of law, for actions leading to improper
personal benefit to the director, and for payment of dividends or approval of
stock repurchases or redemptions that are unlawful under Delaware law. The
provision also does not affect a director's responsibilities under any other
law, such as the federal securities laws or state or federal environmental
laws. The Company has entered into indemnification agreements with its
officers and directors, a form of which was previously filed with the
Securities and Exchange Commission as an Exhibit to the Registrant's
Registration Statement on Form S-1 (No. 333-53947) (the "Indemnification
Agreements"). The Indemnification Agreements provide the Company's officers
and directors with further indemnification to the maximum extent permitted by
the Delaware General Corporation Law. Reference is also made to Section of
the Underwriting Agreement contained in Exhibit 1.1 hereto, indemnifying
officers and directors of the Company against certain liabilities, and Section
3.12 of the Amended and Restated Registration Rights Agreement contained in
Exhibit 4.3 hereto, indemnifying certain of the Company's stockholders,
including controlling stockholders, against certain liabilities.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
(a) Since June 1995, the Company has issued and sold the following
securities:
(1) The Company issued and sold 391,080 shares of its Common Stock to
employees and consultants for an aggregate purchase price of $124,009
pursuant to direct issuances and the exercise of options under its 1995
Stock Option Plan (Exhibit 10.6).
II-1
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(2) On July 11, 1996, the Company issued 1,210,861 shares of its Series A
Preferred Stock at a per share price of $2.86, for an aggregate of
$3,463,062.46 to several investors.
(3) On September 16, 1997, the Company issued and sold an aggregate of
2,517,894 shares of its Series B Preferred Stock at a per share price of
$4.99 for an aggregate of $12,564,291.06 to several investors.
(b) The issuances described in Item 15(a)(1) were deemed exempt from
registration under the Securities Act in reliance upon Rule 701 promulgated
under the Securities Act. The issuances of the securities described in items
15(a)(2) through 15(a)(3) were deemed to be exempt from registration under the
Securities Act in reliance on Section 4(2) of the Securities Act as
transactions by an issuer not involving any public offering. In addition, the
recipients of securities in each such transaction represented their intentions
to acquire the securities for investment only and not with a view to or for
sale in connection with any distribution thereof and appropriate legends were
affixed to the share certificates issued in such transactions. All recipients
had adequate access, through their relationships with the Company, to
information about the Company.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) EXHIBITS
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EXHIBIT
NUMBER EXHIBIT TITLE
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1.1+ Form of Underwriting Agreement.
3.1+ Form of Registrant's Amended and Restated Certificate of Incorporation
to become effective upon the closing of the offering.
3.2+ Form of Registrant's Bylaws.
4.1+ Form of Registrant's Specimen Common Stock Certificate.
4.2+ Amended and Restated Investor Rights Agreement, among the Registrant
and the investors and founders named therein, dated September 16,
1997.
4.3+ Reference is made to Exhibits 3.1 and 3.2.
5.1+ Opinion of Brobeck, Phleger & Harrison LLP, counsel for the
Registrant, with respect to the Common Stock being registered.
10.1+ Amended Form of Diamond Level Distributor Agreement.
10.2+ Amended Form of Platinum Level OEM Agreement.
10.3+ Line of Credit Agreement with Bank One for $5,000,000 dated July 2,
1998.
10.4+ Lease Agreement between Carrier Access Corporation and Cottonwood Land
and Farms Ltd. for facilities at 5395 Pearl Parkway, Boulder,
Colorado, dated June 1, 1995.
10.5+ Amendment to Lease Agreement between Carrier Access Corporation and
Cottonwood Land and Farms Ltd. dated September 20, 1995.
10.6+ Registrant's 1995 Stock Option Plan.
10.7+ Registrant's 1998 Stock Incentive Plan.
10.8 Intentionally left blank.
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II-2
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<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
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10.9+ Form of Directors' and Officers' Indemnification Agreement.
10.10 Intentionally left blank.
23.1 Consent of KPMG Peat Marwick LLP, Independent Public Accountants.
23.2+ Consent of Brobeck, Phleger & Harrison LLP (contained in their opinion
filed as Exhibit 5.1).
24.1+ Power of Attorney. Reference is made to Page II-4.
27.1+ Financial Data Schedule. (In EDGAR format only)
</TABLE>
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+ Previously filed.
(b)Financial Statement Schedules
(1) Report of Independent Auditors on Financial Statement Schedule
(2) Schedule II--Valuation and Qualifying Accounts
ITEM 17. UNDERTAKINGS
The Company hereby undertakes to provide to the Underwriters at the closing
specified in the Underwriting Agreement, certificates in such denominations
and registered in such names as required by the Underwriters to permit prompt
delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the Delaware General Corporation Law, the Certificate of
Incorporation or the Bylaws of the Company, Indemnification Agreements entered
into between the Company and its officers and directors, the Underwriting
Agreement, or otherwise, the Company has been advised that in the opinion of
the Securities and Exchange 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 Company of expenses incurred or paid by a director,
officer, or controlling person of the Company 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
hereunder, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of 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.
The undersigned registrant hereby undertakes:
(1) 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 Company pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective; and
(2) For the purpose 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
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS AMENDMENT NO. 4 TO THE REGISTRATION STATEMENT
TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN
THE CITY OF BOULDER, STATE OF COLORADO, ON THIS 29TH DAY OF JULY, 1998.
Carrier Access Corporation
By: /s/ Nancy G. Pierce
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NANCY G. PIERCE
VICE PRESIDENT-FINANCE AND
ADMINISTRATION, CHIEF FINANCIAL
OFFICER, TREASURER AND SECRETARY
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE PERSONS WHOSE SIGNATURES APPEAR
BELOW, WHICH PERSONS HAVE SIGNED SUCH REGISTRATION STATEMENT IN THE CAPACITIES
AND ON THE DATES INDICATED:
Signature Title Date
* July 29, 1998
President, Chief Executive
- ---------------------------------- Officer (Principal Executive
(Roger L. Koenig) Officer) and
Chairman
of the Board of Directors
/s/ Nancy G. Pierce Vice President-
Finance and
Administration, Chief Financial
Officer, Treasurer (Principal
Financial and Accounting
Officer), Secretary
and Director
July 29, 1998
- ----------------------------------
(Nancy G. Pierce)
* Director July 29, 1998
- ----------------------------------
(Douglas Carlisle)
* Director July 29, 1998
- ----------------------------------
(Joseph Graziano)
* Director July 29, 1998
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(Ryal Poppa)
July 29, 1998
* By: /s/ Nancy G. Pierce
(Nancy G. Pierce)
Attorney-in-Fact
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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1.1+ Form of Underwriting Agreement.
3.1+ Form of Registrant's Amended and Restated Certificate of Incorporation
to become effective upon the closing of the offering.
3.2+ Form of Registrant's Bylaws.
4.1+ Form of Registrant's Specimen Common Stock Certificate.
4.2+ Amended and Restated Investor Rights Agreement, among the Registrant
and the investors and founders named therein, dated September 16,
1997.
4.3+ Reference is made to Exhibits 3.1 and 3.2.
5.1+ Opinion of Brobeck, Phleger & Harrison LLP, counsel for the
Registrant, with respect to the Common Stock being registered.
10.1+ Form of Diamond Level Distributor Agreement.
10.2+ Form of Platinum Level OEM Agreement.
10.3+ Line of Credit Agreement with Bank One for $5,000,000 dated July 2,
1998.
10.4+ Lease Agreement between Carrier Access Corporation and Cottonwood Land
and Farms Ltd. for facilities at 5395 Pearl Parkway, Boulder,
Colorado, dated June 1, 1995.
10.5+ Amendment to Lease Agreement between Carrier Access Corporation and
Cottonwood Land and Farms Ltd. dated September 20, 1995.
10.6+ Registrant's 1995 Stock Option Plan.
10.7+ Registrant's 1998 Stock Incentive Plan.
10.8 Intentionally left blank.
10.9+ Form of Directors' and Officers' Indemnification Agreement.
10.10 Intentionally left blank.
23.1 Consent of KPMG Peat Marwick LLP, Independent Public Accountants.
23.2+ Consent of Brobeck, Phleger & Harrison LLP (contained in their opinion
filed as Exhibit 5.1).
24.1+ Power of Attorney. Reference is made to Page II-4.
27.1+ Financial Data Schedule. (In EDGAR format only)
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+ Previously filed.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Carrier Access Corporation:
We consent to the use of our reports included herein and to the reference to
our firm under the heading "Experts" in the Prospectus.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Boulder, Colorado
July 29, 1998
