<PAGE>
As filed with the Securities and Exchange Commission on July 20, 2000
Registration No. 333-______________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RHYTHMS NETCONNECTIONS INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 33-0747515
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
9100 EAST MINERAL CIRCLE
ENGLEWOOD, COLORADO 80112
(303) 476-4200
(Address, including zip code, and telephone number,
including area code, of Registrant's
Principal Executive Offices)
------------------------------
RHYTHMS NETCONNECTIONS INC. 2000 STOCK AWARD PLAN
(Full title of the Plan)
------------------------------
CATHERINE M. HAPKA
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
RHYTHMS NETCONNECTIONS INC.
9100 EAST MINERAL CIRCLE
ENGLEWOOD, COLORADO 80112
(303) 476-4200
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
------------------------------
EXPLANATORY NOTE: Pursuant to General Instruction E of Form S-8, the
Registrant is registering additional securities of the same class as those
securities registered under Registration Statement on Form S-8 filed on June
9, 2000 (Reg. No. 333-38986). The contents of the Registration Statement on
Form S-8 filed on June 9, 2000 (Reg. No. 333-38986) are incorporated by
reference.
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered (1) Offering Price Aggregate Offering Registration Fee
Per Share (2) Price (2)
<S> <C> <C> <C> <C>
Common Stock, par value $.001 per share 1,800,000 $16.46875 $29,643,750 $7,825.95
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(1) This Registration Statement shall also cover any additional shares of
Registrant's Common Stock which become issuable with respect to the
securities registered hereunder by reason of any stock splits, stock
dividends, recapitalization or other similar transactions, as provided
by Rule 416 of the Securities Act of 1933, as amended (the "Securities
Act").
(2) This calculation is made solely for the purpose of determining the
registration fee pursuant to the provisions of Rule 457(h) under the
Securities Act on the basis of the average of the high and low price
per share of Common Stock ($16.46875) on the National Market System of
the National Association of Securities Dealers Automated Quotation
System ("NASDAQ") as of July 19, 2000 (within 5 business days prior to
filing this Registration Statement).
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
<S> <C>
5 Opinion and Consent of Brownstein Hyatt & Farber, P.C.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Brownstein Hyatt & Farber, P.C. is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to the Signature Page of
this Registration Statement.
99.1 Amended and Restated Rhythms NetConnections Inc. 2000 Stock
Award Plan.
99.2 Form of Rhythms NetConnections Inc. Stock Award Agreement.
99.3 Form of Rhythms NetConnections Inc. Notice of Stock Award Under
the Amended and Restated 2000 Stock Award Plan.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Englewood, State of Colorado, on
July 19, 2000.
RHYTHMS NETCONNECTIONS INC.
By: /s/ John W. Braukman
-----------------------------
John W. Braukman
Chief Financial Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Catherine M. Hapka and John
W. Braukman, and each of them, as such person's true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in such person's name, place and stead,
in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Commission, granting unto said attorneys-in-fact and agents, and
each of them, 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 to all intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents,
or any of them, or their or his or her substitutes, may lawfully do or cause
to be done by virtue thereof.
Pursuant to the requirements of the Securities Act this
Registration Statement has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
<S> <C> <C>
/s/ Catherine M. Hapka Chairman of the Board and July 19, 2000
----------------------- Chief Executive Officer
Catherine M. Hapka and Director (Principal
Executive Officer)
/s/ John W. Braukman Chief Financial Officer July 19, 2000
--------------------- (Principal Financial and
John W. Braukman Accounting Officer)
/s/ Kevin R. Compton Director July 19, 2000
---------------------
Kevin R. Compton
/s/ Keith B. Geeslin Director July 19, 2000
---------------------
Keith B. Geeslin
<PAGE>
<S> <C> <C>
/s/ Susan Mayer Director July 19, 2000
----------------
Susan Mayer
-------------------- Director July ____, 2000
William R. Stensrud
-------------------- Director July ____, 2000
John L. Walecka
/s/ Edward J. Zander Director July 19, 2000
---------------------
Edward J. Zander
--------------------- Director July ____, 2000
Michael Levitt
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<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
RHYTHMS NETCONNECTIONS, INC.
EXHIBIT INDEX
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<CAPTION>
Exhibit Number Exhibit
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<S> <C>
5 Opinion and Consent of Brownstein Hyatt & Farber, P.C.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Brownstein Hyatt & Farber, P.C. is contained in Exhibit 5.
24 Power of Attorney. Reference is made to the Signature Page of
this Registration Statement.
99.1 Amended and Restated Rhythms NetConnections Inc. 2000 Stock
Award Plan.
99.2 Form of Rhythms NetConnections Inc. Stock Award Agreement.
99.3 Form of Rhythms NetConnections Inc. Notice of Stock Award
Under the Amended and Restated 2000 Stock Award Plan.
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