As filed with the Securities and Exchange Commission on August 2, 2000
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
----------------------
US LEC CORP.
(Exact name of Registrant as specified in its Charter)
Delaware 56-2065535
(State or other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
Morrocroft III
6801 Morrison Boulevard
Charlotte, North Carolina 28211
(Address of principal executive offices) (Zip Code)
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US LEC Corp.
1998 Omnibus Stock Plan, As Amended
(Full title of the Plans)
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Aaron D. Cowell, Jr.
President
US LEC Corp.
Morrocroft III
6801 Morrison Boulevard
Charlotte, North Carolina 28211
(Name and Address of Agent for Service)
(704) 319-1000
(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Barney Stewart III, Esq.
Moore & Van Allen, PLLC
100 North Tryon Street, Floor 47
Charlotte, North Carolina 28202-4003
(704) 331-1000
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CALCULATION OF REGISTRATION FEE
=========================== ====================== ============================ ====================== =======================
Title of Securities to be Amount to be Proposed Maximum Offering Proposed Maximum
Registered Registered Price Per Share(1) Aggregate Offering Amount of
Price Registration Fee
--------------------------- ---------------------- ---------------------------- ---------------------- -----------------------
<S> <C> <C> <C> <C>
Class A Common Stock 1,500,000 $12.125 $18,187,500 $4,801.50
=========================== ====================== ============================ ====================== =======================
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(1) Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
as amended (the "Securities Act"), solely for the purpose of calculating
the registration fee, based upon the average of the high and low prices
reported by Nasdaq on July 31, 2000.
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EXPLANATORY NOTE
This Registration Statement covers 1,500,000 shares of Class A Common
Stock, par value $.01 per share (the "Common Stock"), of US LEC Corp. (the
"Company" or the "Registrant") reserved for issuance under the Company's 1998
Omnibus Stock Plan (the "Omnibus Plan"). Pursuant to Rule 428 promulgated under
the Securities Act, the Company intends to deliver a prospectus meeting the
requirements of Part I of Form S-8 to all participants in the Omnibus Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents heretofore filed by the Company with the U.S.
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference:
(a) The contents of the Company's Registration Statements on Form S-8,
Commission File Numbers 333-61617 and 333-78075, including exhibits thereto, are
both hereby incorporated by reference into this Registration Statement, except
as the same may be modified by the information set forth herein;
(b) The Company's Annual Report on Form 10-K, as amended by a Form
10-K/A, for the fiscal year ended December 31, 1999;**
(c) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000; and
(d) The section entitled "Description of Registrant's Securities to be
Registered" contained in the Registrant's Registration Statement on Form 8-A
(File No. 000-24061) filed on April 21, 1998 pursuant to Section 12(g) of the
Exchange Act.
In addition, all documents subsequently filed by the Company pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective amendment
hereto which indicates that all securities offered hereby have been sold or
which deregisters all the securities then remaining unsold, shall be deemed to
be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
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Item 8. Exhibits.
Exhibit No. Description of Document
----------- -----------------------
5 Opinion of Moore & Van Allen, PLLC
23.1 Consent of Deloitte & Touche, LLP
23.2 Consent of Moore & Van Allen, PLLC (included in the opinion
filed as Exhibit No. 5)
24 Power of Attorney (included on the signature page.)
Item 9. Undertakings.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to
include any material information with respect to the plan of
distribution previously not disclosed in this Registration Statement or
any material change to such information in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
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that is incorporated by reference in this Registration Statement 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the 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 Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
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, the Registrant 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 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.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Charlotte, State of North Carolina, on August 2,
2000.
US LEC CORP.
By: /S/ AARON D. COWELL, JR.
-------------------------
Aaron D. Cowell, Jr.
President
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Aaron D. Cowell, Jr. 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 capacity, 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
U.S. 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, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registrant Statement has been signed by the following persons in the capacities
and on the dates indicated.
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Signature Title Date
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<S> <C> <C>
/S/ RICHARD T. AAB Chairman of the Board of Directors June 16, 2000
------------------------------------
Richard T. Aab
/S/ TANSUKH V. GANATRA Vice Chairman of the Board of June 16, 2000
------------------------------------ Directors and Chief Executive Officer
Tansukh V. Ganatra
/S/ AARON D. COWELL, JR. President August 2, 2000
------------------------------------
Aaron D. Cowell, Jr.
/S/ MICHAEL K. ROBINSON Executive Vice President and Chief August 2, 2000
------------------------------------ Financial Officer
Michael K. Robinson
/S/ DAVID M. FLAUM Director June 16, 2000
------------------------------------
David M. Flaum
/S/ STEVEN L. SCHOONOVER Director June 12, 2000
---------------------------
Steven L. Schoonover
/S/ ANTHONY J. DINOVI Director June 16, 2000
------------------------------------
Anthony J. Dinovi
/S/ MICHAEL A. KRUPKA Director June 16, 2000
------------------------------------
Michael A. Krupka
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