<PAGE>
As filed with the Securities and Exchange Commission on November 10, 1998
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
CAPROCK COMMUNICATIONS CORP.
(Exact name of Registrant as specified in its charter)
TEXAS 75-2765572
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
TWO GALLERIA TOWER, SUITE 1925
13455 NOEL ROAD
DALLAS, TEXAS 75240-6638
(Address of Registrant's principal executive offices)
--------------------
CAPROCK COMMUNICATIONS CORP. 1998 EQUITY INCENTIVE PLAN
CAPROCK COMMUNICATIONS CORP. 1998 DIRECTOR STOCK OPTION PLAN
(Full title of the plans)
--------------------
MR. JERE W. THOMPSON, JR.
CHIEF EXECUTIVE OFFICER
CAPROCK COMMUNICATIONS CORP.
TWO GALLERIA TOWER, SUITE 1925
13455 NOEL ROAD
DALLAS, TEXAS 75240-6638
(Name and address of agent for service)
(972) 982-9500
(Telephone number, including area code, of agent for service)
--------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
Title of securities to be Amount to be Proposed maximum offering Proposed maximum aggregate Amount of registration
registered registered(1) price per share offering price(2) fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 5,400,000 $8.50(3) $45,900,000 $13,541
per share . . . . . . . . . . shares
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Consists of 5,000,000 shares of Common Stock issuable pursuant to the
CapRock Communications Corp. 1998 Equity Incentive Plan and 400,000 shares
of Common Stock issuable pursuant to the CapRock Communications Corp. 1998
Director Stock Option Plan.
(2) Estimated pursuant to Rules 457(c) and (h) solely for purposes of computing
the registration fee. The calculation of the proposed maximum aggregate
offering price is based upon the average of the high and low sales prices
per share of the Common Stock reported on the Nasdaq National Market on
November 3, 1998 for all shares being registered.
(3) Because there are options still available for grant under the CapRock
Communications Corp. 1998 Equity Incentive Plan and the CapRock
Communications Corp. 1998 Director Stock Option Plan and the exercise
prices thereof may be based on the fair market value of the Common Stock on
the date of grant, it is not possible as of the date hereof to determine
the maximum offering price per share of the shares of Common Stock to be
offered under the plans.
===============================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
NOTE: The document(s) containing the information concerning the CapRock
Communications Corp. 1998 Equity Incentive Plan and the CapRock Communications
Corp. 1998 Director Stock Option Plan (collectively, the "Plans") required by
Item 1 of Form S-8 and the statement of availability of registrant information
and information relating to the Plans and other information required by Item 2
of Form S-8 will be sent or given to the employees and/or directors of the
Registrant and its subsidiaries, as applicable, as specified by Rule 428(b)(1)
under the Securities Act of 1933, as amended (the "Securities Act"). In
accordance with Rule 428 and the requirements of Part I of Form S-8, such
documents are not being filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424. The Registrant will maintain a
file of such documents in accordance with the provisions of Rule 428. Upon
request, the Registrant will furnish to the Commission or its staff a copy or
copies of any or all of the documents included in such file.
I-1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which the Company has previously filed with the
Commission pursuant to the Securities Act or the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are incorporated in this Registration
Statement by reference and shall be deemed to be a part hereof:
(a) The Registration Statement (Registration No. 333-64699) on Form S-4 of
the Company, as amended (the "Exchange Offer Form S-4 Registration
Statement"), first filed with the Commission on September 29, 1998
pursuant to the Securities Act, including the Prospectus dated October
13, 1998 included therein;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1998 filed with the Commission on August 14, 1998;
(c) The Company's Current Report on Form 8-K filed with the Commission on
September 1, 1998; and
(d) The description of the Common Stock of the Company contained in the
Company's Registration Statement on Form 8-A (Commission File
No. 000-24581), as filed with the Commission pursuant to the Exchange
Act on July 6, 1998, and as may be further amended, modified or
superseded by any report or amendment filed with the Commission for
the purpose of updating such description.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement that indicates that all securities offered hereby
have been sold or that deregisters all securities then remaining unsold, shall
be deemed to be incorporated in this Registration Statement by reference and to
be a part hereof from the date of filing of such documents.
Any statement contained in this Registration Statement, in an amendment
hereto or in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein, in any subsequently filed amendment to this
Registration Statement, or in any document that also is incorporated by
reference herein, modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
II-1
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article XII of the Registrant's Articles of Incorporation, a copy of which
is filed as Exhibit 4.1 to this Registration Statement, provides the following:
"A director of the Corporation shall not be liable to the Corporation
or its shareholders for monetary damages for an act or omission in the
director's capacity as a director, except that this Article shall not
authorize the elimination or limitation of the liability of a director
to the extent the director is found liable for:
(1) a breach of the director's duty of loyalty to the
Corporation or its shareholders;
(2) an act or omission not in good faith that constitutes a
breach of duty of the director to the Corporation or an act or
omission that involves intentional misconduct or a knowing violation
of the law;
(3) a transaction from which the director received an improper
benefit, whether or not the benefit resulted from an action taken
within the scope of the director's office;
(4) an act or omission for which the liability of a director is
expressly provided by an applicable statute."
Article XI of the Registrant's Articles of Incorporation provides the
following:
"The directors and officers of the Corporation shall be indemnified by
the Corporation in a manner and to the maximum extent permitted by
applicable state or federal law as in effect from time to time."
Section 7.06 of the Registrant's Bylaws, a copy of which is filed as
Exhibit 4.2 to this Registration Statement, provides the following:
"The Corporation shall have the authority to and shall indemnify and
advance expenses to the Directors, officers, employees, and agents of
the Corporation or any other persons serving at the request of the
Corporation in such capacities in a manner and to the maximum extent
permitted by applicable state or federal law. The Corporation may
purchase and maintain liability insurance or make other arrangements
for such obligations to the extent permitted by the Texas Business
Corporation Act."
The Texas Business Corporation Act permits, and in some cases requires,
corporations to indemnify officers, directors, agents and employees who are or
have been a party to or are threatened to be made a party to litigation against
judgments, penalties (including excise and similar taxes), fines, settlements
and reasonable expenses under certain circumstances.
A Registration Rights Agreement to which the Company is a party (a copy of
which was filed as Exhibit 4.2 to the Exchange Offer Form S-4 Registration
Statement (Registration No. 333-64699)), which the Company entered into in
connection with a private placement of notes, provides for indemnification by
each of the initial purchasers of the notes, their successors, assigns and
direct and indirect transferees, and
II-2
<PAGE>
participating broker-dealers holding certain notes, in specified
circumstances, of the Company, the other initial purchasers, underwriters and
the other selling holders of the notes, and each of their respective
directors and officers and controlling parties, and by the Company of initial
purchasers of the notes, their successors, assigns and direct and indirect
transferees, and participating broker-dealers holding certain notes,
underwriters, and each person, if any controlling any such underwriter or
holder, in specified circumstances, for certain liabilities arising under the
Securities Act or otherwise.
The Note Purchase Agreement (a copy of which was filed as Exhibit 10.49 to
the Registration Statement (Registration No. 333-57365) on Form S-4 of the
Company (as amended, the "Initial Form S-4 Registration Statement")) for the
sale of the notes provides for indemnification by the initial purchasers
specified therein of the Company and its officers and directors, and by the
Company of the initial purchasers specified therein, for certain liabilities
arising under the Securities Act or otherwise.
The Company currently has in effect a directors and officers liability
insurance policy covering the directors and executive officers of the Company
and its subsidiaries.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
------- --------------------
4.1 Articles of Incorporation of the Company (incorporated by reference to
Exhibit 3.1 to the Initial Form S-4 Registration Statement
(Registration No. 333-57365)).
4.2 Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the
Exchange Offer Form S-4 Registration Statement (Registration
No. 333-64699)).
4.3 Specimen certificate for the Company's Common Stock (incorporated by
reference to Exhibit 4.3 to the Initial Form S-4 Registration
Statement (Registration No. 333-57365)).
4.4 CapRock Communications Corp. 1998 Equity Incentive Plan (incorporated
by reference to Exhibit 10.1 to the Initial Form S-4 Registration
Statement (Registration No. 333-57365)).
4.5 CapRock Communications Corp. 1998 Director Stock Option Plan
(incorporated by reference to Exhibit 10.2 to the Initial Form S-4
Registration Statement (Registration No. 333-57365)).
5.1* Opinion of Munsch Hardt Kopf Harr & Dinan, P.C. regarding the validity
of the securities being registered.
23.1* Consent of KPMG Peat Marwick LLP.
23.2* Consent of KPMG Peat Marwick LLP.
23.3* Consent of KPMG Peat Marwick LLP.
23.4* Consent of KPMG Peat Marwick LLP.
II-3
<PAGE>
<CAPTION>
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
------- --------------------
<S> <C>
23.5* Consent of KPMG Peat Marwick LLP.
23.6* Consent of Burds Reed & Mercer, P.C.
23.7 Consent of Munsch Hardt Kopf Harr & Dinan, P.C. (included in the
opinion filed as Exhibit 5.1 to this Registration Statement).
24.1 Powers of Attorney (included on the signature page of this
Registration Statement).
</TABLE>
- -------------------
*Filed herewith.
ITEM 9. UNDERTAKINGS.
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment hereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement (notwithstanding the foregoing, any
increase or decrease in the volume of the securities offered (if the
total dollar value of the securities offered would not exceed that
which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in this Registration
Statement);
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change in the information set forth in this
Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the Company pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference 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.
II-4
<PAGE>
(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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company'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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
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 Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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.
II-5
<PAGE>
SIGNATURES
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 Dallas, State of Texas, on November 9, 1998.
CAPROCK COMMUNICATIONS CORP.
By: /s/ JERE W. THOMPSON, JR.
----------------------------------
Jere W. Thompson, Jr.
CHIEF EXECUTIVE OFFICER
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. Each person whose signature appears below
in so signing also makes, constitutes and appoints Jere W. Thompson, Jr. and
Kevin W. McAleer, and each of them acting alone, his true and lawful
attorney-in-fact, with full power of substitution, for him in any and all
capacities, to execute and cause to be filed with the Securities and Exchange
Commission any and all amendments and post-effective amendments to this
Registration Statement, with exhibits thereto and other documents in
connection therewith and hereby ratifies and confirms all that said
attorney-in-fact or his substitute or substitutes may do or cause to be done
by virtue hereof.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ JERE W. THOMPSON, JR. Chief Executive Officer,
- ------------------------------ Chairman of the Board, and
Jere W. Thompson, Jr. Director (Principal Executive
Officer) November 9, 1998
/s/ KEVIN W. MCALEER Senior Vice President and
- ------------------------------ Chief Financial Officer
Kevin W. McAleer (Principal Accounting Officer) November 9, 1998
/s/ IGNATIUS W. LEONARDS President, Vice Chairman
- ------------------------------ of the Board, and Director November 9, 1998
Ignatius W. Leonards
/s/ TIMOTHY W. ROGERS Executive Vice President
- ------------------------------ and Director November 9, 1998
Timothy W. Rogers
/s/ BYRON M. ALLEN Executive Vice President
- ------------------------------ and Director November 9, 1998
Byron M. Allen
/s/ MARK LANGDALE
- ------------------------------ Director November 9, 1998
Mark Langdale
/s/ CHRISTOPHER J. AMENSON
- ------------------------------ Director November 9, 1998
Christopher J. Amenson
/s/ JOHN R. HARRIS
- ------------------------------ Director November 9, 1998
John R. Harris
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
- ------- --------------------
<S> <C>
4.1 Articles of Incorporation of the Company (incorporated by reference to
Exhibit 3.1 to the Initial Form S-4 Registration Statement
(Registration No. 333-57365)).
4.2 Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the
Exchange Offer Form S-4 Registration Statement (Registration
No. 333-64699)).
4.3 Specimen certificate for the Company's Common Stock (incorporated by
reference to Exhibit 4.3 to the Initial Form S-4 Registration
Statement (Registration No. 333-57365)).
4.4 CapRock Communications Corp. 1998 Equity Incentive Plan (incorporated
by reference to Exhibit 10.1 to the Initial Form S-4 Registration
Statement (Registration No. 333-57365)).
4.5 CapRock Communications Corp. 1998 Director Stock Option Plan
(incorporated by reference to Exhibit 10.2 to the Initial Form S-4
Registration Statement (Registration No. 333-57365)).
5.1* Opinion of Munsch Hardt Kopf Harr & Dinan, P.C. regarding the validity
of the securities being registered.
23.1* Consent of KPMG Peat Marwick LLP.
23.2* Consent of KPMG Peat Marwick LLP.
23.3* Consent of KPMG Peat Marwick LLP.
23.4* Consent of KPMG Peat Marwick LLP.
23.5* Consent of KPMG Peat Marwick LLP.
23.6* Consent of Burds Reed & Mercer, P.C.
23.7 Consent of Munsch Hardt Kopf Harr & Dinan, P.C. (included in the
opinion filed as Exhibit 5.1 to this Registration Statement).
24.1 Powers of Attorney (included on the signature page of this
Registration Statement).
</TABLE>
- -------------------
*Filed herewith.
<PAGE>
(214) 855-7580
November 9, 1998
CapRock Communications Corp.
Two Galleria Tower, Suite 1925
13455 Noel Road, Suite 1925
Dallas, Texas 75240
Re: Registration of up to 5,400,000 shares of Common Stock,
par value $.01 per share, pursuant to a Registration Statement on
Form S-8
Gentlemen:
At the request of CapRock Communications Corp., a Texas corporation (the
"Company"), this opinion is being furnished to the Company for filing as
Exhibit 5.1 to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by the Company with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended
(the "Act"), relating to up to 5,400,000 shares (the "Shares") of the Common
Stock, par value $.01 per share, of the Company that may be issued by the
Company from time to time (i) to participants in the CapRock Communications
Corp. 1998 Equity Incentive Plan (the "1998 Equity Incentive Plan") pursuant
to the provisions of the 1998 Equity Incentive Plan, and (ii) to participants
in the CapRock Communications Corp. 1998 Director Stock Option Plan (the
"1998 Director Stock Option Plan") pursuant to the provisions of the 1998
Director Stock Option Plan.
In our capacity as counsel to the Company and for the purpose of rendering
the opinions hereinafter expressed, we have relied solely upon the documents,
certificates and other items described on EXHIBIT A attached hereto and have
made no other investigation or inquiry.
This opinion letter is governed by, and shall be interpreted in accordance
with, the Legal Opinion Accord (the "Accord") of the ABA Section of Business Law
(1991). As a consequence, it is subject to a number of qualifications,
exceptions, definitions, limitations on coverage and other limitations, all as
more particularly described in the Accord, and this opinion letter should be
read in conjunction therewith. The general qualifications of the Accord apply
to all of the opinions set forth herein.
<PAGE>
CapRock Communications Corp.
November 9, 1998
Page 2
Based solely upon the foregoing, and subject to the qualifications,
limitations, and assumptions set forth in the Accord and set forth below, we
are of the opinion that the Shares that may be issued and sold pursuant to
the 1998 Equity Incentive Plan and the 1998 Director Stock Option Plan and,
where required, authorized forms of agreements evidencing the grant of stock
options thereunder will be, when issued and sold in accordance with the 1998
Equity Incentive Plan and the 1998 Director Stock Option Plan, as the case
may be, and such authorized forms of stock option agreements and for a
consideration at least equal to the par value of such Shares, duly authorized
and validly issued, fully paid, and nonassessable.
For purposes of rendering the above opinion, we have assumed with
respect to shares of Common Stock issued after the date hereof, (i) the
receipt of proper consideration for the issuance thereof in excess of the par
value thereof, (ii) the availability of a sufficient number of shares of
Common Stock authorized by the Company's Articles of Incorporation then in
effect, (iii) compliance with the terms of any agreement entered into in
connection with any options or shares of Common Stock issued under the 1998
Equity Incentive Plan and the 1998 Director Stock Option Plan, and (iv) that
no change occurs in the applicable law or the pertinent facts.
The opinion set forth above is limited to the substantive laws of the
State of Texas and no opinion is expressed herein as to matters governed by
any other law.
This opinion is rendered solely to you in connection with the foregoing
matters. This opinion may not be relied upon by you for any other purpose or
relied upon by or furnished to any other person without our prior written
consent.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and also to the use of our name in the Registration
Statement and the prospectus that is deemed to be a part thereof under the
caption "Legal Matters" as having passed upon certain legal matters in
connection with the Shares. By so consenting, we do not thereby admit that
we come within the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Commission
promulgated thereunder.
Very truly yours,
MUNSCH HARDT KOPF HARR & DINAN, P.C.
By: /s/ Mark A. Kopidlansky
------------------------------------
Mark A. Kopidlansky
<PAGE>
EXHIBIT A
1. Articles of Incorporation of the Company, as certified by the Secretary
of State of Texas on November 9, 1998.
2. Bylaws of the Company.
3. Certificate of Existence for the Company issued by the Secretary of State
of Texas on November 9, 1998.
4. Certificate of Good Standing for the Company issued by the Comptroller of
Public Accounts of the State of Texas on November 9, 1998.
5. The 1998 Equity Incentive Plan, together with authorized forms of
agreements evidencing the grant of stock options thereunder.
6. The 1998 Director Stock Option Plan, together with authorized forms of
agreement evidencing the grant of stock options thereunder.
7. Officer's Certificate, dated the date hereof, executed by the President and
Secretary of the Company certifying, among other things, (i) the
resolutions pursuant to which the 1998 Equity Incentive Plan and the 1998
Director Stock Option Plan were adopted by the directors and shareholders
of the Company and pursuant to which shares to be issued pursuant to such
plans were reserved for issuance by the Company's board of directors, (ii)
the Articles of Incorporation and Bylaws of the Company, (iii) the 1998
Equity Incentive Plan and the 1998 Director Stock Option Plan, together
with authorized forms of agreements evidencing the grant of stock options
thereunder, and (iv) the authorized Common Stock, the number of issued and
outstanding shares of Common Stock of the Company, and the number of shares
of Common Stock reserved for issuance by the Company under such plans.
<PAGE>
Exhibit 23.1
Independent Auditors' Consent
The Board of Directors
CapRock Telecommunications Corp.
(formerly CapRock Communications Corp.)
We consent to the incorporation by reference herein of our report on the
balance sheet of CapRock Telecommunications Corp. (formerly CapRock
Communications Corp.) as of December 31, 1997, and the related statements of
operations, stockholders' equity and cash flows for the year then ended,
which report appears in Registration Statement No. 333-64699 on Form S-4.
KPMG PEAT MARWICK LLP
Dallas, Texas
November 6, 1998
<PAGE>
Exhibit 23.2
Independent Auditors' Consent
The Partners
CapRock Fiber Network Ltd.
We consent to the incorporation by reference herein of our report on the
balance sheet of CapRock Fiber Network Ltd., as of December 31, 1997, and the
related statements of operations, partners' deficit and cash flows for the year
then ended, which report appears in Registration Statement No. 333-64699 on
Form S-4.
KPMG PEAT MARWICK LLP
Dallas, Texas
November 6, 1998
<PAGE>
Exhibit 23.3
Independent Auditors' Consent
The Board of Directors
IWL Communications, Inc. and Subsidiaries
We consent to the incorporation by reference herein of our report on the
consolidated balance sheets of IWL Communications, Inc. and Subsidiaries as of
June 30, 1996 and 1997, and as of December 31, 1997, and the related
consolidated statements of operations, stockholders' equity and cash flows
for each of the years in the three-year period ended June 30, 1997 and for
the six months ended December 31, 1997, which report appears in Registration
Statement No. 333-64699 on Form S-4.
KPMG PEAT MARWICK LLP
Houston, Texas
November 6, 1998
<PAGE>
Exhibit 23.4
Independent Auditors' Consent
The Board of Directors
CapRock Communications Corp.
(formerly IWL Holdings Corporation)
We consent to the incorporation by reference herein of our report on the
balance sheet of CapRock Communication Corp. (formerly IWL Holdings
Corporation) as of June 30, 1998, which report appears in Registration
Statement No. 333-64699 on Form S-4.
KPMG PEAT MARWICK LLP
Dallas, Texas
November 6, 1998
<PAGE>
Exhibit 23.5
Independent Auditors' Consent
The Board of Directors
CapRock Communications Corp.
(formerly IWL Holdings Corp.)
We consent to the incorporation by reference herein of our report on the
supplemental consolidated balance sheets of CapRock Communications Corp. and
Subsidiaries (formerly IWL Holdings Corp.) as of December 31, 1996 and 1997,
and the related supplemental statements of operations, stockholders' equity and
cash flows for each of the years in the three-year period ended December 31,
1997, which report appears in Registration Statement No. 333-64699 on Form S-4.
KPMG PEAT MARWICK LLP
Dallas, Texas
November 6, 1998
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
CapRock Telecommunications Corp.
(Formerly CapRock Communications Corp.)
The Partners of CapRock Fiber Network, Ltd.
We consent to the incorporation by reference of our reports dated May 28,
1997 and March 19, 1997, respectively, related to CapRock Telecommunications
Corp. and CapRock Fiber Network, Ltd. in Registration Statement on Form S-8
of CapRock Communications Corp. and the related prospectus deemed to be
included therein pertaining to the CapRock Communications Corp. 1998 Equity
Incentive Plan and the CapRock Communications Corp. 1998 Director Stock
Option Plan (the reports are included in CapRock Communications Corp.'s Form
S-4 Registration Statement, as amended (Registration No. 333-64699)).
BURDS REED & MERCER, P.C.
Dallas, Texas
November 6, 1998
