As filed with the Securities and Exchange Commission on August 3, 2000
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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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.
Employee Stock Purchase Plan
(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
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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
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Class A Common Stock 1,000,000 shares $12.125 $12,125,000 $3,201
=========================== ====================== ============================ ====================== =======================
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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 1,000,000 shares of Common Stock
reserved for issuance under the Company's Employee Stock Purchase Plan (the
"Purchase 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 Purchase Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information specified in this Item 1 will
be sent or given to employees, directors or others as specified by Rule 428(b).
In accordance with the rules and regulations of the U.S. Securities and Exchange
Commission (the "Commission") and the instructions to Registration Statement on
Form S-8, such documents are not being filed with the Commission either as part
of this Registration Statement or as a prospectus pursuant to Rule 424.
Item 2. Registrant Information and Employee Plan Annual Information.
The documents containing the information specified in this Item 2 will
be sent or given to employees, directors or others as specified by Rule 428(b).
In accordance with the rules and regulations of the Commission and the
instructions to Registration Statement on Form S-8, such documents are not being
filed with the Commission either as part of this Registration Statement or as a
prospectus pursuant to Rule 424.
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 Company's Annual Report on Form 10-K, as amended by a Form
10-K/A, for the fiscal year ended December 31, 1999;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000; and
(c) 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 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Delaware General Corporation Law and the Registrant's certificate
of incorporation and by-laws provide for indemnification of the Registrant's
directors and officers for liabilities and expenses that they may incur in such
capacities. In general, directors and officers are indemnified with respect to
actions taken in good faith in a manner reasonably believed to be in, or not
opposed to, the best interests of the Registrant, and with respect to any
criminal action or proceeding, actions that the indemnitee had no reasonable
cause to believe were unlawful. Reference is made to the Registrant's
certificate of incorporation and bylaws.
The Registrant has in effect a directors' and officers' liability
insurance policy.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description of Document
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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 3,
2000.
US LEC CORP.
By: /S/ AARON D. COWELL, JR.
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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/ RICHARD T. AAB Chairman of the Board of Directors August 3, 2000
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Richard T. Aab
Director ________, 2000
------------------------------------
Anthony J. Dinovi
/S/ DAVID M. FLAUM Director August 3, 2000
------------------------------------
David M. Flaum
/S/ TANSUKH V. GANATRA Vice Chairman of the Board of August 2, 2000
------------------------------------ Directors and Chief Executive Officer
Tansukh V. Ganatra
/S/ MICHAEL A. KRUPKA Director August 2, 2000
------------------------------------
Michael A. Krupka
/S/ MICHAEL K. ROBINSON Executive Vice President and Chief August 2, 2000
------------------------------------ Financial Officer
Michael K. Robinson
Director ________, 2000
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Steven L. Schoonover
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