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Registration Number 333-______
As filed with the Securities and Exchange Commission on December 20, 2000.
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________
CONVERGENT COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
Colorado 4813 84-1337265
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Classification Code Number) Identification
Organization) Number)
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)
Copies to:
RICHARD M. RUSSO, Esq.
Gibson, Dunn & Crutcher LLP
1801 California Street, Suite 4100
Denver, Colorado 80202-2641
(303) 298-5700
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
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<S> <C> <C> <C> <C>
Common Stock, no par value 4,000,000 $0.890625 per share $3,562,500 $890.63
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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 4,000,000 shares subject to
options that have not yet been granted is calculated based upon the average
high and low prices of the Common Stock reported on December 19, 2000, which
is $0.890625 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") 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"). On April 26, 2000, the Company registered an additional 1,500,000
shares of Common Stock issuable under the Plan by a Registration Statement on
Form S-8. On August 4, 2000, the Company registered an additional 500,000
shares of Common Stock issuable under the Plan by a Registration Statement on
Form S-8.
This Registration Statement is being filed to report an amendment and
restatement of the Plan to incorporate, among other amendments, an increase in
the number of shares issuable under the Plan from 4,000,000 to 8,000,000 shares.
Under this Registration Statement on Form S-8, the Company is registering an
additional 4,000,000 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.
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.
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Exhibit
Number Description
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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)
99.1 Amended and Restated Stock Incentive Plan
2
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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 December 15, 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.
Signature Title Date
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/s/ Joseph R. Zell Chief Executive Officer and December 15, 2000
---------------------- Director (Principal Executive
Joseph R. Zell Officer)
/s/ Ernest J. Sampias Chief Financial Officer and December 15, 2000
---------------------- Treasurer (Principal Financial
Ernest J. Sampias and Accounting Officer)
/s/ Richard W. Boyce Director December 19, 2000
----------------------
Richard W. Boyce
3
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Signature Title Date
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/s/ Michael J. Marocco Director December 19, 2000
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Michael J. Marocco
/s/ Clifford Rudolph Director December 19, 2000
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Clifford Rudolph
/s/ Jeffrey A. Shaw Director December 19, 2000
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Jeffrey A. Shaw
/s/ Richard G. Tomlinson Director December 19, 2000
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Richard G. Tomlinson, Ph.D.
4
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EXHIBIT INDEX
Exhibit
Number Description
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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)
99.1 Amended and Restated Stock Incentive Plan
