<PAGE>
As filed with the United States Securities and Exchange Commission on July 11,
2000
Registration No. ___-_____
===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
Form S-8
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FirstWorld Communications, Inc.
(Exact name of registrant as specified in its charter)
Delaware 33-0521976
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
8390 E. Crescent Parkway
Suite 300
Greenwood Village, Colorado 80111
(Address, including zip code, of principal executive offices)
FirstWorld Communications, Inc.
1999 Employee Stock Purchase Plan
(Full Title of Plan)
Jeffrey L. Dykes
Senior Vice President, General Counsel and Secretary
FirstWorld Communications, Inc.
8390 E. Crescent Parkway, Suite 300
Greenwood Village, Colorado 80111
(Name and address of agent for service)
(303) 874-8010
(telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price offering registration
to be registered registered(1) per share price fee
<S> <C> <C> <C> <C>
--------------------------------------------------------------------------------------
Series B Common Stock, 1,000,000 $4.09375/(2)/ $4,093,750/(2)/ $1,080.75/(2)/
$.0001 par value shares
--------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416(a), this Registration Statement shall also cover any
additional shares of the Registrant's Series B Common Stock that become
issuable under the FirstWorld Communications, Inc. 1999 Employee Stock
Purchase Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without receipt of
consideration that increases the number of the Registrant's outstanding
shares of common stock
(2) Pursuant to Rule 457(h)(1) promulgated under the Securities Act of 1933,
the proposed maximum offering price per share, the proposed maximum
aggregate offering price, and the amount of registration fee, were
calculated based upon the average of the high and low prices of the
Registrant's Series B Common Stock as reported in the Nasdaq National
Market Systems on July 6, 2000.
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents, which have heretofore been filed by FirstWorld
Communications, Inc., a Delaware corporation (the "Registrant"), with the United
States Securities and Exchange Commission (the "Commission"), pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), Commission
File Number 0-24953, are incorporated by reference in this Registration
Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999;
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2000; and
(c) The description of the Series B Common Stock contained in the
Registrant's Form S-1/A filed with the Commission on February 16,
2000.
In addition, all documents filed by the Registrant pursuant to
Section(s) 13(a), 13(c), 14 and/or 15(d) of the Exchange Act subsequent to the
date of this Registration Statement is filed with the Commission and prior to
the filing of a post-effective amendment to this Registration Statement
indicating that all securities offered have been sold or de-registering all
securities then remaining unsold shall be deemed to be incorporated by reference
in and to be a part of this Registration Statement from the respective dates of
filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
The General Corporation Law of the State of Delaware (the "DGCL")
permits a Delaware corporation to indemnify officers, directors, employees and
agents for actions taken in good faith and in a manner they reasonably believed
to be in, or not opposed to, the best interests of the corporation, and with
respect to any civil or criminal action, which they had no reasonable cause to
believe was unlawful. The DGCL also provides that a corporation may advance the
expenses of defense (upon receipt of a written undertaking to reimburse the
corporation if it is ultimately determined that such individual is not entitled
to indemnification) and must reimburse a successful defendant for expenses,
including attorneys' fees, actually and reasonably incurred. The DGCL further
provides that indemnification may not be made for any claim, issue or matter as
to which a person has been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable to the corporation, except
only to the extent a court determines that the person is entitled to indemnity
for such expenses that the court should deem proper. The DGCL also permits a
corporation to purchase and maintain liability insurance for its directors and
officers.
The Registrant's Certificate of Incorporation and bylaws provide that
the Registrant shall, to the fullest extent permitted by Section 145 of the
DGCL, as the same may be amended and supplemented from time to time, indemnify
all directors and officers and all other persons whom it has authority to
indemnify under Section 145 of the DGCL. Such limitation of liability does not
affect the availability of equitable remedies such as injunctive relief or
rescission. The Registrant has entered into indemnification agreements with its
officers and directors containing provisions which may require the Registrant,
among other things, to indemnify the officers and directors against certain
liabilities that may arise by reason of their status or service as directors or
officers (other than liabilities arising from willful misconduct of a culpable
nature), and to advance their expenses incurred as a result of any proceeding
against them as
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to which they could be indemnified. The Registrant maintains insurance on behalf
of its directors and officers, insuring them against liabilities that they may
incur in such capacities or arising out of such status.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit Number Description of Exhibit
-------------- ----------------------
5.1 Opinion of Jeffrey L. Dykes (opinion re: legality)
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Jeffrey L. Dykes (included in Exhibit
5.1 hereto)
24.1 Power of Attorney (follows signature page)
99.1 FirstWorld Communications, Inc., 1999 Employee
Stock Purchase Plan
Item 9. Undertakings.
(a) The undersigned 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 not previously disclosed in the
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 of 1933, as amended (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 the time shall
be deemed to be the initial bona fide offering thereof; and
(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.
(d) The undersigned 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 (and, where applicable each filing of an
employee benefit plan's annual report pursuant to section 15(d) of
the Exchange Act) 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.
(e) 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
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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.
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<PAGE>
SIGNATURES
The Registrant.
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 Greenwood Village, State of Colorado, on July 10,
2000.
FIRSTWORLD COMMUNICATIONS, INC.
By: /s/ Jeffrey L. Dykes
--------------------
Jeffrey L. Dykes
Senior Vice President, General Counsel
and Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jeffrey L. Dykes as the true and lawful
attorney-in-fact and agent of the undersigned, with full power of substitution
and re-substitution, for and in the name, place and stead of the undersigned, in
any and all capacities, to sign any and all amendments (including post-effective
amendments, exhibits thereto and other documents in connection therewith) to
this Registration Statement and any subsequent registration statement filed by
the Registrant pursuant to Rule 462(b) promulgated under the Securities Act of
1933, as amended, which relates to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the United States 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 connection therewith
as fully as to all intents and purposes as the undersigned might or could do in
person, thereby ratifying and confirming all said attorney-in-fact and agent or
his substitute, may lawfully do or cause to be done by virtue thereof.
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 date indicated.
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Donald L. Sturm Chairman of the Board July 10, 2000
----------------------------------- President, Chief Executive Officer
Donald L. Sturm and Director (Principal Executive
Officer)
/s/ Paul C. Adams Vice President of Finance, Treasurer July 10, 2000
----------------------------------- and Assistant Secretary (Principal
Paul C. Adams Financial and Accounting Officer)
/s/ Thomas J. Barrack, Jr. Director July 10, 2000
-----------------------------------
Thomas J. Barrack, Jr.
/s/ William S. Price III Director July 10, 2000
-----------------------------------
William S. Price III
/s/ James O. Spitzenberger Director July 10, 2000
-----------------------------------
James O. Spitzenberger
/s/ John C. Stiska Director July 10, 2000
----------------------------------
John C. Stiska
/s/ Melanie L. Sturm Director July 10, 2000
----------------------------------
Melanie L. Sturm
/s/ John G. Donoghue Director July 10, 2000
----------------------------------
John G. Donoghue
</TABLE>
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<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description of Exhibit
-------------- ----------------------
<S> <C>
5.1 Opinion of Jeffrey L. Dykes (opinion re: legality)
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Jeffrey L. Dykes (included in Exhibit 5.1 hereto)
24.1 Power of Attorney (follows signature page)
99.1 FirstWorld Communications, Inc., 1999 Employee Stock Purchase Plan
</TABLE>
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