<PAGE>
As filed with the Securities and Exchange Commission on July 28, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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FOCAL COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 4813 36-4167094
(State or other
jurisdiction of
incorporation or
organization)
(Primary Standard Industrial Classification Code Number)
(I.R.S. Employer
Identification Number)
200 North LaSalle Street, Suite 1100, Chicago, Illinois 60601
(312) 895-8400
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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JOSEPH A. BEATTY
Executive Vice President and Chief Financial Officer
Focal Communications Corporation
200 North LaSalle Street, Suite 1100
Chicago, Illinois 60601
(312) 895-8400
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Elizabeth C. Kitslaar, Esq. Leigh P. Ryan, Esq.
Jones, Day, Reavis & Pogue Paul, Hastings, Janofsky & Walker LLP
77 West Wacker Drive 399 Park Avenue
Suite 3500 31st Floor
Chicago, Illinois 60601-1692 New York, New York 10022-4697
(312) 782-3939 (212) 318-6000
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, 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. [X] 333-77995
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
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. [_]
If delivery of the prospectus is expected to made pursuant to Rule 434,
check the following box. [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed maximum
Title of each class of Amount to be aggregate Amount of
securities to be registered registered (1)(2) offering price (3) registration fee
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<S> <C> <C> <C>
Common Stock (par value $0.01 per share)... 1,092,500 shares $14,202,500 $3,949.00
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</TABLE>
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(1) Does not include an aggregate of 10,350,000 shares of common stock, par
value $.01 per share, registered by Focal Communications Corporation on
its Registration Statement on Form S-1 (File No. 333-77995) to which this
Registration Statement relates.
(2) Includes 142,500 shares that the Underwriters have the option to purchase
to cover over-allotments, if any.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(a).
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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 or until the registration statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
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<PAGE>
EXPLANATORY NOTE AND
INCORPORATION BY REFERENCE OF SELECTED INFORMATION
This Registration Statement is filed with the Securities and Exchange
Commission pursuant to Rule 462(b) under the Securities Act of 1933 by Focal
Communications Corporation. In accordance with Rule 429 under the Securities
Act of 1933, this Registration Statement incorporates by reference the contents
of Focal's Registration Statement on Form S-1 (File No. 333-77995), which was
declared effective by the Securities and Exchange Commission on July 27, 1999
and related to the offering of up to 10,350,000 shares of common stock, par
value $.01 per share, of Focal (which includes 1,350,000 shares that may be
sold pursuant to the underwriters' over-allotment option). This Registration
Statement is filed solely for the purpose of registering an additional
1,092,500 shares of common stock of Focal (which includes 142,500 shares that
may be sold pursuant to the underwriters' over-allotment option).
Focal hereby certifies to the Securities and Exchange Commission that:
(1) it has instructed its bank to pay the Securities and Exchange
Commission the filing fee set forth on the cover page of this
Registration Statement by a wire transfer of such amount to the account
of the Securities and Exchange Commission at Mellon Bank as soon as
practicable (but no later than the close of business on July 28, 1999);
(2) it will not revoke such instructions;
(3) it has sufficient funds in the relevant account to cover the amount of
such filing fee; and
(4) it will confirm receipt of such instructions by its bank during the
bank's regular hours of business no later than July 28, 1999.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois, on July 28, 1999.
Focal Communications Corporation
/s/ Robert C. Taylor, Jr.
By: _________________________________
Robert C. Taylor, Jr.
President and Chief Executive
Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on July 28, 1999.
<TABLE>
<CAPTION>
Signature Title(s)
--------- --------
<S> <C>
/s/ Robert C. Taylor, Jr. President, Chief Executive Officer and
___________________________________________ Director (Principal Executive Officer)
Robert C. Taylor, Jr.
/s/ John R. Barnicle* Executive Vice President, Chief Operating
___________________________________________ Officer and Director
John R. Barnicle
/s/ Joseph A. Beatty Executive Vice President and Chief
___________________________________________ Financial Officer (Principal Financial
Joseph A. Beatty Officer)
/s/ Gregory J. Swanson Controller (Principal Accounting Officer)
___________________________________________
Gregory J. Swanson
/s/ James E. Crawford, III* Director
___________________________________________
James E. Crawford, III
/s/ John A. Edwardson* Director
___________________________________________
John A. Edwardson
/s/ Paul J. Finnegan* Director
___________________________________________
Paul J. Finnegan
/s/ Richard D. Frisbie* Director
___________________________________________
Richard D. Frisbie
/s/ James N. Perry, Jr.* Director
___________________________________________
James N. Perry, Jr.
/s/ Paul G. Yovovich* Director
___________________________________________
Paul G. Yovovich
</TABLE>
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* Signed by Joseph A. Beatty pursuant to a power of attorney filed as an
exhibit incorporated by reference into this registration statement.
II-12
<PAGE>
All exhibits filed with Focal's Registration Statement on Form S-1 (File No.
333-77995) are incorporated by reference into, and shall be deemed part of,
this Registration Statement, except the following, which are filed herewith:
<TABLE>
<CAPTION>
Exhibit No. Description
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<C> <S>
5.1 Opinion of Jones, Day, Reavis & Pogue regarding validity of
shares.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Jones, Day, Reavis & Pogue (included as part of its
opinion filed as Exhibit 5.1).
</TABLE>
3
<PAGE>
EXHIBIT 5.1
July 28, 1999
Focal Communications Corporation
200 North LaSalle Street
Suite 1100
Chicago, Illinois 60601
Re: 1,092,500 Shares of Common Stock, Par Value $0.01
--------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel for Focal Communications Corporation (the
"Company") in connection with the issuance and sale by the Company of 950,000
shares of common stock, par value $0.01 per share, of the Company (the "Common
Stock") in accordance with the Underwriting Agreement (the "Underwriting
Agreement") among the Company and the Underwriters listed in Schedule I thereto
(the "Underwriters") and up to an additional 142,500 shares of Common Stock that
may be issued and sold by the Company pursuant to an over-allotment option
granted to the Underwriters (the 950,000 and 142,500 shares, collectively
referred to herein as the "Shares").
We have examined such documents, records and matters of law as we have
deemed necessary for the purposes of this opinion. In rendering this opinion,
we have assumed that the signatures on all documents examined by us are genuine
and that the person who affixed such signature to such documents had authority
to do so, including corporate and fiduciary authority and, in the case of
consents of holders of shares of Common Stock, authority for such accounts and
trusts in which such shares have been held.
Based on the foregoing and the following assumptions, it is our
opinion that, when issued and sold to the Underwriters pursuant to the
Underwriting Agreement against payment of consideration therefor as provided
therein, the Shares will be duly authorized, validly issued, fully paid and
nonassessable.
In rendering the foregoing opinion, we have assumed that, prior to the
issuance and sale of the Shares to the Underwriters pursuant to the Underwriting
Agreement, (i) an Amended and Restated Certificate of Incorporation in the form
previously provided to us by the Company, duly approved and adopted by the
Company's Board of Directors and stockholders and authorizing the Company to
issue a total of 100,000,000 shares of Common Stock, will have been duly filed
with the Secretary of State of the State of Delaware and will be in full force
and effect at all times at which the Shares are offered or sold by the Company,
(ii) Amended and Restated By-laws, in the form previously provided to us by the
Company, will have been duly approved and adopted by the Company's Board of
Directors and stockholders and will be in full force and effect at all times at
which the Shares are offered or sold by the Company and (iii) resolutions
authorizing the Company to issue, offer and sell the
<PAGE>
Focal Communications Corporation
July 28, 1999
Page 2
Shares will have been duly adopted by the Company's Board of Directors and will
be in full force and effect at all times at which the Shares are offered or sold
by the Company.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement on Form S-1 dated the date hereof filed by the Company to
effect registration of the Shares under the Securities Act of 1933, as amended,
and to the reference to us under the caption "Legal Matters" in the Prospectus
constituting a part of such Registration Statement and the Company's previously
filed Registration Statement on Form S-1 (File No. 333-77995), which was
declared effective by the Securities and Exchange Commission on July 27, 1999.
Very truly yours,
/s/ JONES, DAY, REAVIS & POGUE
<PAGE>
Exhibit 23.1
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the use of our reports
(and to all references to our Firm) included in or made a part of this
registration statement.
ARTHUR ANDERSEN LLP
Chicago, Illinois
July 27, 1999
