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Registration Number 333-______
As filed with the Securities and Exchange Commission on April 26, 2000.
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________
CONVERGENT COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
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<S> <C> <C>
Colorado 4813 84-1337265
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Classification Code Number) Identification Number)
Organization)
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400 Inverness Drive South, Suite 400
Englewood, Colorado 80112
(Address of Principal Executive Offices, including Zip Code)
Convergent Communications, Inc.
Stock Incentive Plan
(Full Title of the Plan)
MARTIN E. FREIDEL
Convergent Communications, Inc.
400 Inverness Drive South, Suite 400
Englewood, Colorado 80112
(Name and Address of Agent for Service)
(303) 749-3000
(Telephone Number, Including Area Code, of Agent for Service)
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Copies to:
RICHARD M. RUSSO, Esq.
Gibson, Dunn & Crutcher LLP
1801 California Street, Suite 4100
Denver, Colorado 80202-2641
(303) 298-5700
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CALCULATION OF REGISTRATION FEE
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==========================================================================================================================
Title of Securities Amount to Proposed Maximum Proposed Maximum
to be Registered be Registered Offering Price per Aggregate Amount of
Share (1) Offering Price (1) Registration Fee
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value 1,500,000 $7.84375 per share $11,765,625 $3,106.13
===========================================================================================================================
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(1) For purposes of computing the registration fee only. Pursuant to Rule 457(c)
and 457(h)(1), the filing fee for the 1,500,000 shares subject to options
have not yet been granted is calculated based upon the average high and low
prices of the Common Stock reported on April 19, 2000, which is $7.84375 per
share.
This Form S-8 contains 7 sequentially numbered pages. The Exhibit Index appears
at sequentially numbered page 7.
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EXPLANATORY NOTE
Registration of Additional Shares
By a Registration Statement on Form S-8 filed with the Securities and
Exchange Commission on February 1, 2000, File No. 333-95897, as amended by a
Post Effective Amendment filed on February 3, 2000 (the "Initial Registration
Statement"), Convergent Communications, Inc. (the "Company") previously
registered 2,000,000 shares of its common stock, no par value (the "Common
Stock"), reserved for issuance from time to time under its Stock Incentive Plan
(the "Plan"). In March 2000, the Company amended the Plan to increase the number
of shares that may be granted for all purposes under the Plan to 3,500,000.
Under this Registration Statement on Form S-8, the Company is registering an
additional 1,500,000 shares of Common Stock issuable under the Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to General Instruction E to Form S-8, Part I is not filed as part of
this Registration Statement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to General Instruction E to Form S-8, the contents of the Company's
Initial Registration Statement are incorporated by reference into this
Registration Statement.
For purposes of this Registration Statement, any statement contained in a
document incorporated or deemed to be incorporated herein by reference shall be
deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated herein by reference modifies or supersedes such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 8. Exhibits.
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Pursuant to General Instruction E to Form S-8, only the following exhibits are
required.
Exhibit
Number Description
------ -----------
5.1 Opinion of Gibson, Dunn & Crutcher, LLP
23.1 Consent of Gibson, Dunn & Crutcher, LLP (included in Exhibit 5.1)
24.1 Power of Attorney (incorporated by reference to the signature page
of this Registration Statement)
99.11 Stock Incentive Plan (incorporated by reference to Exhibit 99.11 of
the Initial Registration Statement)
99.12 First Amendment to the Stock Incentive Plan, effective as of March
31, 2000.
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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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Englewood, State of Colorado, on April 26, 2000.
CONVERGENT COMMUNICATIONS, INC.
By: /s/ Joseph R. Zell
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Name: Joseph R. Zell
Title: Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Martin
E. Freidel, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Joseph R. Zell Chief Executive Officer and April 26, 2000
- ---------------------------------- Director (Principal Executive
Joseph R. Zell Officer)
/s/ Brian R. Ervine Chief Financial Officer and
- ---------------------------------- Treasurer (Principal Financial April 26, 2000
Brian R. Ervine and Accounting Officer)
Director
- ---------------------------------- April 26, 2000
Richard G. Tomlinson
/s/ Spencer I. Browne Director
- ---------------------------------- April 26, 2000
Spencer I. Browne
Director
- ---------------------------------- April 26, 2000
Michael J. Marocco
/s/ Richard W. Boyce Director
- ---------------------------------- April 26, 2000
Richard W. Boyce
/s/ Jeffrey A. Shaw Director
- ---------------------------------- April 26, 2000
Jeffrey A. Shaw
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EXHIBIT INDEX
Exhibit
Number Description
------ -----------
5.1 Opinion of Gibson, Dunn & Crutcher, LLP
23.1 Consent of Gibson, Dunn & Crutcher, LLP (included in Exhibit
5.1)
24.1 Power of Attorney (incorporated by reference to the signature
page of this Registration Statement)
99.11 Stock Incentive Plan (incorporated by reference to Exhibit
99.11 of the Initial Registration Statement)
99.12 First Amendment to the Stock Incentive Plan, effective as of
March 31, 2000.
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EXHIBIT 5.1
April 26, 2000
303-298-5700 C 18787-00001
Convergent Communications, Inc.
400 Inverness Drive South, Suite 400
Englewood, Colorado 80112
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We refer to an aggregate of 1,500,000 shares of Common Stock, no par value,
of Convergent Communications, Inc., a Colorado corporation (the "Company"),which
are the subject of a registration statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), which
shares (the "Shares") may be offered and sold under the Convergent
Communications, Inc. Stock Incentive Plan (the "Plan").
We have examined the original, or a photostatic or certified copy, of such
records of the Company, certificates of officers of the Company and of public
officials and such other documents as we have determined relevant and necessary
as the basis for the opinion set forth below. In such examination, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies.
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Based upon our examination mentioned above, we are of the opinion that the
Shares have been validly authorized for issuance and, when (a) the Registration
Statement has become effective under the Act, (b) the Shares are issued and sold
in accordance with the terms set forth in the Registration Statement and the
Plan, including, in the case of those Shares to be issued pursuant to the
exercise of options issued under the Plan, the payment for such underlying
Shares, and (c) the pertinent provisions of any applicable state securities laws
have been complied with, the Shares so issued will be legally issued and will be
fully paid and nonassessable.
We consent to the filing of this opinion as an Exhibit to the Registration
Statement and to the reference to our firm appearing on the cover of the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Act or the General Rules and Regulations of the Commission.
Very truly yours,
/s/ GIBSON, DUNN & CRUTCHER LLP
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GIBSON, DUNN & CRUTCHER LLP
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EXHIBIT 99.12
Convergent Communications, Inc.
First Amendment to the Stock Incentive Plan
INTRODUCTION
Convergent Communications, Inc., a Colorado corporation (hereinafter referred
to as the "Corporation"), has established an incentive compensation plan known
as the "Convergent Communications, Inc. Stock Incentive Plan" (hereinafter
referred to as the "Plan"). The Plan permits the grant of performance stock
awards, incentive bonuses, non-qualified stock options and incentive stock
options.
Pursuant to this First Amendment to the Plan (hereinafter referred to as the
"Amendment"), the Corporation desires to amend the Plan to increase the number
of Shares which may be granted for all purposes under the Plan.
STOCK SUBJECT TO PLAN
3.1 Aggregate Limits. Subject to the adjustments provided in Section 11 of
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the Plan, Section 3.1 of the Plan shall be amended to increase the aggregate
number of Shares which may be granted for all purposes under the Plan to a total
of three million five hundred thousand (3,500,000) Shares.
3.2 Code Section 162(m) Limits. Section 3.2 of the Plan shall be amended to
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increase the aggregate number of Shares subject to Options granted under the
Plan during any calendar year to any one Employee to a maximum of one million
five hundred thousand (1,500,000) Shares.
CONTINUATION OF PLAN
All other terms and conditions of the Plan shall remain in full force and
effect.
EFFECTIVE DATE
This Amendment shall be effective as of March 31, 2000.
/s/ John R. Evans
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John R. Evans, Chief Executive Officer
