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Filed pursuant to Rule 424(b)(3)
File No. 333-48442
1,500,000 SHARES
NETWORK PLUS CORP.
COMMON STOCK
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This prospectus relates to up to 1,500,000 shares of common stock that may
be used by Network Plus as dividends on 2,500,000 depositary shares, each
representing 1/10 of a share of 7 1/2% Series A cumulative convertible preferred
stock. Our common stock is quoted on the Nasdaq National Market under the symbol
"NPLS". The last reported sale price for our common stock on December 28, 2000
was $2.234 per share.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
PROSPECTUS DATED JANUARY 2, 2001.
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NETWORK PLUS CORP.
We were incorporated in Delaware in July 1998. Our wholly owned operating
subsidiary, Network Plus, Inc., was incorporated in Massachusetts in March 1990.
Our principal executive offices are located at 234 Copeland Street, Quincy,
Massachusetts 02169. Our telephone number at this location is (617) 786-4000,
and our Internet address is www.np1.com. The information on our website is not
incorporated into this prospectus. Our common stock is quoted on the Nasdaq
National Market under the symbol "NPLS".
Network Plus and the Network Plus logo are registered service marks, and
LOGOS is a service mark, of Network Plus. All other trade names, trademarks and
service marks used in or incorporated by reference into this prospectus are the
property of their respective owners.
Any reference in this prospectus to our "convertible preferred stock" means
our 7 1/2% series A cumulative convertible preferred stock.
FORWARD-LOOKING STATEMENTS
We make forward-looking statements in the "Use of Proceeds and Purpose of
this Registration Statement", and elsewhere in this prospectus and the documents
incorporated by reference into this prospectus. For this purpose, any statement
that is not a statement of historical fact is a forward-looking statement. These
forward-looking statements include, but are not limited to, statements about our
plans, objectives, expectations, intentions and assumptions and other statements
that are not historical facts. We generally intend the words "expect",
"anticipate", "intend", "plan", "believe", "seek", "estimate" and similar
expressions to identify forward-looking statements.
Because these forward-looking statements involve risks and uncertainties,
including those described in the Form 10-K and Forms 10-Q incorporated by
reference into this prospectus under the headings "Certain Factors That May
Affect Future Results" and "Certain Factors That May Affect Future Operating
Results" our actual results may differ materially from those expressed or
implied by these forward-looking statements. We do not intend to update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.
USE OF PROCEEDS AND PURPOSE OF THIS REGISTRATION STATEMENT
On April 12th, 2000, we sold 2,500,000 depositary shares, each representing
1/10 of a share of convertible preferred stock. The net proceeds to us from the
convertible preferred stock offering was approximately $119.8 million.
The depositary shares are entitled to receive dividends of 7 1/2% of the
$50 liquidation preference per depositary share per year. Dividends are payable
quarterly in arrears on April 1, July 1, October 1 and January 1 of each year.
We have the option to pay dividends in shares of common stock, in cash or a
combination thereof. If we elect to pay a dividend with common stock, the market
price of our common stock for purposes of calculating the number of shares
required to satisfy the dividend payment will be equal to 95% of the arithmetic
average of the closing price of our common stock on the five trading days
preceding the dividend payment date. The shares of common stock being registered
by this registration statement will, from time to time, be used to make dividend
payments on the convertible preferred stock. We will not receive any proceeds
from the issuance of such shares of common stock.
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PRICE RANGE OF COMMON STOCK
Our common stock began trading on the Nasdaq National Market on June 30,
1999, under the symbol "NPLS". The following table sets forth for the indicated
periods the high and low sale prices of our common stock as reported by the
Nasdaq National Market.
<TABLE>
<CAPTION>
HIGH LOW
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<S> <C> <C>
1999
June 30, 1999............................................. $30.56 $ 16.00
Third Quarter............................................. $25.13 $ 12.00
Fourth Quarter............................................ $21.50 $ 10.00
2000
First Quarter............................................. $62.63 $ 19.13
Second Quarter............................................ $39.44 $ 10.00
Third Quarter............................................. $16.31 $ 6.25
Fourth Quarter (through December 28, 2000)................ $ 9.03 $ 2.234
</TABLE>
The trading price under the "low" column on June 30, 1999 is based on the
initial price to public in our initial offering. On December 28, 2000, the last
reported sale price of our common stock on the Nasdaq National Market was
$2.234.
LEGAL MATTERS
The validity of the common stock will be passed upon for us by Hale and
Dorr LLP, Boston, Massachusetts.
EXPERTS
Our consolidated financial statements as of December 31, 1998 and 1999 and
for each of the years in the three-year period ended December 31, 1999 have been
incorporated by reference in this prospectus in reliance on the reports of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
that firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the Securities and Exchange Commission a registration
statement on Form S-3 under the Securities Act with respect to the shares to be
registered. This prospectus does not contain all the information set forth in
the registration statement. For further information with respect to us and the
shares to be registered, please refer to the registration statement and the
accompanying exhibits and schedules. Statements contained in this prospectus as
to the contents of any contract, agreement or other document are not necessarily
complete, and in each instance reference is made to the copy of each contract,
agreement or other document filed as an exhibit to the registration statement.
You may read and copy all or any portion of the registration statement or
any reports, statements or other information we file at the SEC's public
reference room at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at its regional offices located at Seven World Trade
Center, Suite 1300, New York, New York 10048 and 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. You can request copies of these documents upon
payment of a duplicating fee, by writing to the SEC. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference
rooms. Our filings, including the registration statement, are also available to
you on the SEC's Internet site at www.sec.gov.
We are subject to the informational requirements of the Securities Exchange
Act of 1934, as amended, and therefore we file reports, proxy statements and
other information with the SEC. You can inspect and copy the reports, proxy
statements and other information that we file at the public reference facilities
maintained by
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the SEC at the Public Reference Room, 450 Fifth Street, N.W., Washington, D.C.
20549 and at the SEC's regional offices located at Seven World Trade Center,
Suite 1300, New York, New York 10048 and 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. You can also obtain copies of such material from the
SEC's Public Reference Room at 450 Street, N.W., Washington, D.C. 20549, at
prescribed rates. The SEC also makes electronic filings publicly available on
its Web site within 24 hours of acceptance. Our common stock is quoted on the
Nasdaq National Market under the trading symbol "NPLS."
INCORPORATION OF DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring to those documents. The information incorporated by reference is an
important part of this prospectus, and information that we file later with the
SEC will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
until we issue all of the securities:
(a) Annual Report on Form 10-K for the year ended December 31, 1999;
(b) The description of our common stock contained in our Registration
Statement on Form 8-A filed with the SEC on June 9, 1999; and
(c) Quarterly Reports on Form 10-Q for the quarters ended March 31,
2000, June 30, 2000 and September 30, 2000.
You may request a copy of these filings at no cost, by writing or
telephoning the office of the treasurer, Network Plus, 234 Copeland Street,
Quincy, MA 02169, telephone number (617) 786-4000.
No dealer, salesperson or other person is authorized to give any
information or to represent anything not contained in this prospectus. You must
not rely on any unauthorized information or representations. This prospectus is
an offer to sell only the shares offered hereby, but only under circumstances
and in jurisdictions where it is lawful to do so. The information contained in
this prospectus is current only as of its date.
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