As filed with the Securities and Exchange Commission on July 31, 1998
Registration No. 333-53441
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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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NORTHEAST OPTIC NETWORK, INC.
(Exact Name of Registrant as Specified in its Charter)
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DELAWARE 4813 04-3056279
<S> <C> <C>
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
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391 Totten Pond Road, Suite 401
Waltham, Massachusetts 02154
(781) 890-6868
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
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Victor Colantonio, President
NorthEast Optic Network, Inc.
391 Totten Pond Road, Suite 401
Waltham, Massachusetts 02154
(781) 890-6868
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
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copies to:
Alexander A. Bernhard, Esq. Kris Heinzelman, Esq.
John H. Chory, Esq. Cravath, Swaine & Moore
HALE AND DORR LLP Worldwide Plaza, 825 Eighth Avenue
60 State Street New York, New York 10019
Boston, Massachusetts 02109 (212) 474-1000
(617) 526-6000
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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] 333-53441
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 delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Each Class of Securities Amount To Be Offering Price Aggregate Amount of
To Be Registered Registered Per Share Offering Price (1) Registration Fee
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<S> <C> <C> <C> <C>
12.75% Senior Notes Due 2008 N/A N/A $15,000,000 $4,425
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(o) under the Securities Act of 1933.
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<PAGE>
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This registration statement is being filed with respect to the registration
of additional 12.75% Senior Notes Due 2008, of NorthEast Optic Network, Inc., a
Delaware corporation, pursuant to Rule 462(b) under the Securities Act of 1933,
as amended. The contents of the earlier effective registration statement (File
No. 333-53441) are incorporated in this registration statement by reference.
The required opinions and consents are listed on an Exhibit Index attached
hereto and filed herewith.
<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 Boston, State of
Massachusetts, on this 31st day of July, 1998.
NORTHEAST OPTIC NETWORK, INC.
By: /s/ Victor Colantonio
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Victor Colantonio
Chairman of the Board and
President of the Company
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.
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Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chairman of the Board of Directors
- -------------------------- and Chief Executive Officer July 31, 1998
Richard A. Crabtree (Principal Executive Officer)
/s/ Victor Colantonio President, Chairman of the Company July 31, 1998
- -------------------------- and Director
Victor Colantonio
* Chief Financial Officer
- -------------------------- and Treasurer July 31, 1998
William F. Fennell (Principal Financial
and Accounting Officer)
*
- -------------------------- Director July 31, 1998
John H. Forsgren
*
- -------------------------- Director July 31, 1998
David Marsh
- -------------------------- Director July 31, 1998
F. Michael McClain
*
- -------------------------- Director July 31, 1998
Gary D. Simon
*By: /s/ Victor Colantonio
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Victor Colantonio
Attorney-in-Fact
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<PAGE>
EXHIBIT INDEX
All the exhibits filed with or incorporated by reference in Registration
Statement No. 333-53441 are incorporated by reference into, and shall be deemed
part of, this registration statement, except:
Exhibit No. Description
- ---------- -----------
5.1 -- Opinion of Hale and Dorr LLP
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consent of Hale and Dorr LLP (included in Exhibit 5.1)
EXHIBIT 5.1
July 30, 1998
NorthEast Optic Network, Inc.
391 Totten Pond Road, Suite 401
Waltham, Massachusetts 02154
Ladies and Gentlemen:
This opinion is furnished to you in connection with a Registration
Statement on Form S-1 (the "Registration Statement") filed pursuant to Rule
462(b) with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"), for the registration
of $15,000,000 aggregate principal amount of Senior Notes due 2008
("Debentures").
The Debentures are to be sold by the Company pursuant to an underwriting
agreement (the "Debt Underwriting Agreement") to be entered into by and among
the Company and Credit Suisse First Boston Corporation and Warburg Dillon Read
LLC.
We have examined signed copies of the Registration Statement and all
exhibits thereto, all as filed with the Commission. We have also examined and
relied upon the original or copies of minutes of the meetings of the
stockholders and the Board of Directors of the Company, stock record books of
the Company, a copy of the ByLaws of the Company, as amended, a copy of the
Certificate of Incorporation of the Company, as amended, and such other
documents as we have deemed necessary for purposes of rendering the opinions
hereinafter set forth.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as copies, and the authenticity of the originals of such documents. Our
opinion expressed below with respect to the Debentures being binding obligations
of the Company is
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NorthEast Optic Network, Inc.
July 30, 1998
Page 2
qualified to the extent that it may be subject to or affected by (i)
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer or other laws relating to or affecting the rights of creditors
generally; and (ii) general principles of equity, including concepts of
materiality, reasonableness, good faith and fair dealing, regardless of whether
such binding nature is considered in a proceeding in equity or at law.
We assume that the appropriate action will be taken, prior to the offer and
sale of the Debentures, to register and qualify the Debentures for sale under
all applicable state securities or "blue sky" laws.
Based upon and subject to the foregoing, we are of the opinion that the
Debentures have been duly authorized and, when issued and sold pursuant to the
Debt Underwriting Agreement, such Debentures will be validly issued, fully paid
and nonassessable and will be binding obligations of the Company.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement and to the use of our name therein and in
the related Prospectuses under the caption "Legal Matters." In giving such
consent, we do not hereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission.
It is understood that this opinion is to be used only in connection with
the offer and sale of the Debentures while the Registration Statement is in
effect.
This opinion is based upon currently existing statutes, rules, regulations
and judicial decisions, and we disclaim any obligations to advise you of any
change in any of these sources of law or subsequent legal or factual
developments which might affect any matters or opinions set forth herein.
Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters.
Very truly yours,
/s/ Hale and Dorr LLP
HALE AND DORR LLP
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
and to all references to our Firm included in or made a part of this
Registration Statement.
/s/ Arthur Andersen LLP
Boston, Massachusetts
July 30, 1998
