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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 4, 1998
REGISTRATION NO. 333-53953
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CONVERGENT COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
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COLORADO 4813 84-1337265
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of Industrial Identification
incorporation or organization) Classification Code No.)
Number)
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400 INVERNESS DRIVE SOUTH, SUITE 400
ENGLEWOOD, COLORADO 80112
(303) 749-3000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
MARTIN E. FREIDEL, ESQ.
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
CONVERGENT COMMUNICATIONS, INC.
400 INVERNESS DRIVE SOUTH, SUITE 400
ENGLEWOOD, COLORADO 80112
303-749-3016
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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WITH A COPY TO:
RICHARD M. RUSSO, ESQ.
GIBSON, DUNN & CRUTCHER LLP
1801 CALIFORNIA STREET, SUITE 4200
DENVER, COLORADO 80202
303-298-5715
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
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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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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT OFFERING PRICE REGISTRATION FEE
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13% Series B Senior Notes Due 2008... $160,000,000 100% $160,000,000 $47,200
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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
(THE "COMMISSION"), ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant 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 May 29, 1998.
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CONVERGENT COMMUNICATIONS, INC.
By: /s/ JOHN R. EVANS*
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John R. Evans
CHIEF EXECUTIVE OFFICER
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Pursuant to the requirements of the Securities Act, this registration
statement has been signed on May 29, 1998 by the following persons in the
respective capacities indicated opposite their names.
SIGNATURE TITLE DATE
- ------------------------------ ------------------------------ ------------
Chairman, Chief Executive
/s/ JOHN R. EVANS* Officer and Director
- ------------------------------ (Principal Executive May 29, 1998
John R. Evans Officer)
Chief Financial Officer and
/s/ JOHN J. PHIBBS* Treasurer (Principal
- ------------------------------ Financial and Principal May 29, 1998
John J. Phibbs Accounting Officer)
/s/ KEITH V. BURGE*
- ------------------------------ President, Chief Operating May 29, 1998
Keith V. Burge Officer and Director
/s/ PHILIP G. ALLEN*
- ------------------------------ Executive Vice President, May 29, 1998
Philip G. Allen Secretary and Director
/s/ ROLAND E. CASATI*
- ------------------------------ Director May 29, 1998
Roland E. Casati
/s/ RICHARD G. TOMLINSON*
- ------------------------------ Director May 29, 1998
Richard G. Tomlinson
/s/ ROGER W. CHRISTOPH*
- ------------------------------ Director May 29, 1998
Roger W. Christoph
*By: /s/ MARTIN E. FREIDEL
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Martin E. Freidel
ATTORNEY-IN-FACT
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INDEX TO EXHIBITS
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EXHIBIT NO. DESCRIPTION PAGE NUMBER
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3.1* Amended and Restated Articles of Incorporation of the Company
3.2 Bylaws of the Company
4.1 Form of Old Note (See Exhibit 10.1)
4.2 Form of New Note (See Exhibit 10.1)
4.3 Indenture (See Exhibit 10.1)
4.4 Notes Registration Rights Agreement
4.5 Purchase Agreement, dated as of March 26, 1998, by and among Merrill Lynch & Co., Bear
Stearns & Co., Inc. BT Alex. Brown Incorporated, and the Company
5.1* Opinion of Gibson, Dunn & Crutcher LLP
8.1* Opinion of Gibson, Dunn & Crutcher LLP as to tax matters
10.1 Indenture, dated as of April 2, 1998, by and among the Company and Norwest Bank Colorado,
N.A.
10.2 Warrant Agreement, dated as of April 2, 1998
10.3 Warrant Registration Rights Agreement, dated as of April 2, 1998
10.4 Collateral Account Control Agreement, dated as of April 2, 1998
10.5 Custody and Security Agreement, dated as of April 2, 1998
10.6* Master Lease Agreement, dated November 11, 1997, between Comdisco, Inc. and the Company
10.7* Master Lease Agreement, dated November 17, 1997, between Convergent Capital Corporation and
the Company
10.8 Program Agreement, dated November 19, 1997, among Comdisco, Inc., Convergent Communications
Services, Inc. and the Company
10.9 Stock Purchase Agreement, dated October 31, 1996, between SONeTech and the Company
10.10 Stock Purchase Agreement dated March 1, 1997, among Integrated Communication Networks,
Inc., Communications Services of Iowa, Inc., John Shlepphorst and the Company
10.11 Agreement and Plan of Merger, dated August 29, 1997, among Convergent Communications
Services, Inc., A.T.T.Ex Corporation and the Company
10.12 Agreement and Plan of Merger, dated September 1, 1997, among Convergent Communications
Services, Inc., Vital Integration Solutions and the Company
10.13 Asset Purchase Agreement, dated October 1, 1997, between Big Planet, Inc. and Convergent
Communications Services, Inc.
10.14 Asset Purchase Agreement, dated December 3, 1997, between Sigmacom Corporation and
Convergent Communications Services, Inc.
10.15 Asset Purchase Agreement, dated February 1, 1998, between Peak Comm, Inc. d/b/a Telephone
Communications Company and Convergent Communications Services, Inc.
10.16 Agreement and Plan of Merger, dated March 13, 1998, among Convergent Communications
Services, Inc., Communication Services of Colorado, Inc., Donna Sipes and the Company
10.17 Asset Purchase Agreement, dated March 27, 1998, between Network Computing Solutions, LLC
and Convergent Communications Services, Inc.
10.18 Employment Agreement, dated December 15, 1996, between Keith V. Burge and the Company, as
amended April 13, 1998
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EXHIBIT NO. DESCRIPTION PAGE NUMBER
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10.19 Employment Agreement, dated December 15, 1996, between John R. Evans and the Company, as
amended April 13, 1998
10.20 Employment Agreement, dated December 15, 1996, between Philip G. Allen and the Company, as
amended April 13, 1998
10.21 Employment Agreement, dated August 7, 1997, between Martin E. Freidel and the Company
10.22 Employment Agreement, dated March 3, 1997, between John J. Phibbs and the Company, as
amended on April 13, 1998
10.23 Asset Purchase Agreement, dated May 15, 1990, among Convergent Communications Services,
Inc., H, H & H Communications Technologies, Inc.
10.24 Telephone Company Acquisition Agreement between Convergent Communications, Inc., First
Continental Group, L.C., and ICN, LLC dated July 1996
21.1 Subsidiaries of the Company
23.1 Consent of Coopers & Lybrand L.L.P. on Convergent Communications, Inc.
23.2 Consent of Coopers & Lybrand L.L.P. on Communications Services of Iowa, Inc.
23.3 Consent of Coopers & Lybrand L.L.P. on A.T.T.ex Corporation
23.4 Consent of Coopers & Lybrand L.L.P. on Vital Integration Solutions, Inc.
23.5 Consent of Coopers & Lybrand L.L.P. on Telephone Communications Corporation
23.6 Consent of Coopers & Lybrand L.L.P. on Communications Services of Colorado, Inc.
23.7 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1)
24.1 Power of Attorney
25.1 Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939
of Norwest Bank Colorado, N.A.
27.1 Financial Data Schedule
99.1 Form of Letter of Transmittal with respect to the Exchange Offer
99.2 Form of Notice of Guaranteed Delivery
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* To be filed by amendment
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