<PAGE>
As filed with the Securities and Exchange Commission on July 26, 1999
Registration No. 333-_____
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_____________________________
SPLITROCK SERVICES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
Delaware 7370 76-0529757
(State or other jurisdiction of (Primary Standard (I.R.S. Employer
incorporation or organization) Industrial Classification Identification No.)
Code Number)
</TABLE>
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Splitrock Services, Inc. 1999 Stock Incentive Plan
Splitrock Services, Inc. 1997 Incentive Share Plan
(Full title of the plans)
Patrick J. McGettigan, Jr., Esq.
Senior Vice President
8665 New Trails Drive
The Woodlands, Texas 77381
(281) 465-1200
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
_____________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================================
Amount to be Proposed Maximum Proposed Maximum
Title of Each Class of Securities to Registered Offering Price per Aggregate Offering Amount of
be Registered Share Price Registration Fee
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, $0.001 par value 10,598,897(1) $0.001-$5.24(2) $15,038,445(2) $4,181
=============================================================================================================================
</TABLE>
(1) Includes (i) 2,868,457 shares issuable upon the exercise of outstanding
options granted under the Splitrock Services, Inc. 1997 Incentive Share
Plan (the "1997 Plan") and the Splitrock Services, Inc. 1999 Stock
Incentive Plan (the "1999 Plan"), (ii) 7,730,440 shares available to be
issued in connection with future options or awards under the 1999 Plan,
and (iii) such indeterminate number of shares as may be issued under the
1997 Plan and the 1999 Plan to prevent dilution resulting from stock
splits, stock dividends or similar transactions in accordance with Rule
416 under the Securities Act of 1933, as amended.
<PAGE>
(2) The proposed maximum offering price per share is estimated in accordance
with Rule 457 (h) under the Securities Act. With respect to the
2,868,457 shares subject to outstanding options, the proposed maximum
offering price per share is based on the weighted average exercise price
of $5.24 per share. With respect to the 7,730,440 shares available for
future grants or awards, the proposed maximum offering price per share is
based on the book value of the securities offered because there is
currently no market for the securities offered. Because the book value
of the securities is negative, the proposed maximum offering price is
estimated to be $0.001, the minimum consideration for which the shares
may be issued under the plans.
2
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the plan information required by Item 1 of
Form S-8 and the statement of availability of registrant information and any
other information required by Item 2 of Form S-8 will be sent or given to
participants of the Splitrock Services, Inc. 1999 Stock Incentive Plan (the
"1999 Plan") and the Splitrock Services, Inc. 1997 Incentive Share Plan (the
"1997 Plan") as specified by Rule 428 under the Securities Act of 1933. 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 either
as part of this registration statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act of 1933. Splitrock
will maintain a file of such documents in accordance with the provisions of Rule
428. Upon request, Splitrock will furnish to the Securities and Exchange
Commission or its staff a copy or copies of all of the documents included in
that file.
References herein to "Splitrock" or "the Company" shall mean Splitrock
Services, Inc., a Delaware corporation.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which were filed by Splitrock with the Securities
and Exchange Commission, are incorporated by reference in this registration
statement:
1. Splitrock's annual report filed on Form 10-K for the fiscal year
ending December 31, 1998, pursuant to Section 15(d) of the Securities Exchange
Act of 1934.
2. Splitrock's quarterly report filed on Form 10-Q for the quarter ended
March 31, 1999, pursuant to Section 15(d) of the Securities Exchange Act of
1934.
3. The description of Splitrock's Common Stock, par value $0.001 per
share, which is registered under Section 12 of the Securities Exchange Act of
Any statement contained in a document incorporated or deemed to be
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 or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
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 or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.
3
<PAGE>
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Splitrock is incorporated under the laws of the State of Delaware. Section
145 of the General Corporation Law of the State of Delaware (Section 145)
provides that a Delaware corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was an officer,
director, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or enterprise, including an
employee benefit plan. The indemnity may include expenses, such as attorneys'
fees, as well as judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action suit or
proceeding. The termination of any action, suit, or proceeding by judgment,
order, settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful. Section 145 also provides that to the extent that a director,
officer, employee or agent of the corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to above, or
in defense of any claim, issue or matter therein, the corporation must indemnify
him against expenses, including attorneys' fees, actually and reasonably
incurred by him in connection therewith. Section 145 further provides that any
indemnification, unless ordered by a court, must be made only as authorized in
the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth above. Section 145 further provides
that a corporation may purchase and maintain liability insurance covering such
liability and expenses under the provisions described in the preceding
paragraphs. Splitrock maintains liability insurance covering its directors and
officers.
4
<PAGE>
Pursuant to Section 102(b)(7) of the Delaware General Corporation Law,
Splitrock's Restated Certificate of Incorporation eliminates the liability of a
director to the corporation or its stockholders for monetary damages for breach
of a fiduciary duty as a director, except for liabilities arising (a) from any
breach of the director's duty of loyalty to the corporation or its stockholders;
(b) from acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (c) under Section 174 of the Delaware
General Corporation Law; or (d) from any transaction from which the director
derived an improper personal benefit.
The Restated Certificate of Incorporation also provides that Splitrock may
purchase insurance on behalf of its directors, officers, employees and agents
against liabilities they may incur in such capacity, whether or not Splitrock
would have the power to indemnify against such liabilities. Splitrock intends
to obtain primary and excess insurance policies insuring its directors and
officers against certain liabilities they may incur in their capacity as
directors and officers. Under such policies, the insurer, on behalf of
Splitrock, may also pay amounts for which Splitrock has granted indemnification
to the directors or officers.
Additionally, reference is made to the Underwriting Agreement filed as
Exhibit 1.1 to the Registration Statement on Form S-1, as amended, File No. 333-
79909, which provides for indemnification by the underwriters of Splitrock, its
directors and officers who sign the Registration Statement on Form S-1 and
persons who control Splitrock, under certain circumstances.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following documents are filed as exhibits to this registration
statement:
Exhibit Description
------- -----------
3.1 Restated Certificate of Incorporation of the Company. (1)
3.2 Restated By-laws of the Company. (1)
4.1 Form of certificate of common stock. (1)
4.2 Splitrock Services, Inc. 1997 Incentive Share Plan. (2)
4.3 Splitrock Services, Inc. 1999 Stock Incentive Plan. (1)
5.1 Opinion of Fried, Frank, Harris, Shriver & Jacobson.
23.1 Consent of Fried, Frank, Harris, Shriver & Jacobson (included in
Exhibit 5.1 above).
23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Power of Attorney (see signature page).
5
<PAGE>
27.1 Financial data schedule. (1)
_______________
(1) Incorporated by reference to our Registration Statement on Form S-1,
File No. 333-77909.
(2) Incorporated by reference to our Registration Statement on Form S-4,
File No. 333-61293.
_______________
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:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(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 thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement.; and
(iii) 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 the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply,
-------- -------
and 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 Securities and Exchange Commission by Splitrock pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(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 undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
6
<PAGE>
Securities Exchange Act of 1934) 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.
(h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
Splitrock pursuant to the foregoing provisions, or otherwise, Splitrock has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 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, Splitrock 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 of 1933 and will be governed by the final adjudication of such issue.
7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Splitrock
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 The Woodlands, State of Texas, on July 26, 1999.
SPLITROCK SERVICES, INC.
By: /s/ William R. Wilson
--------------------------------
William R. Wilson
President and Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
The undersigned directors and officers of Splitrock Services, Inc. hereby
constitute and appoint William R. Wilson, as their true and lawful attorney-in-
fact and agent, with full power to act and with full power of substitution and
resubstitution, for him and in his 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 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 and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming that said attorney-
in-fact and agent, or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ William R. Wilson President, Chief Executive July 26, 1999
- ----------------------------------- Officer and Director
William R. Wilson (Principal Executive Officer)
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Kwok L. Li Chairman of the Board of Directors July 26, 1999
- ------------------------------------
Kwok L. Li
/s/ Roy A. Wilkens Director July 26, 1999
- ------------------------------------
Roy A. Wilkens
/s/ Marshall C. Turner Director July 26, 1999
- ------------------------------------
Marshall C. Turner
/s/ James M. Nakfoor Director July 26, 1999
- ------------------------------------
James M. Nakfoor
/s/ J. Robert Fugate Chief Financial Officer July 26, 1999
- ------------------------------------
J. Robert Fugate (Principal Financial
and Accounting Officer)
</TABLE>
9
<PAGE>
Exhibit 5.1
July 23, 1999
(202)639-7032
Board of Directors
Splitrock Services, Inc.
8665 New Trails Drive
The Woodlands, Texas 77381
Gentlemen:
We are acting as special counsel to Splitrock Services, Inc., a
Delaware corporation (the "Company"), in connection with the registration,
pursuant to a Registration Statement on Form S-8, of 10,598,897 shares of the
Company's common stock, par value $.001 per share ("Common Stock"), issuable to
employees, officers, consultants, advisors and non-employee directors of the
Company either (i) in connection with the grant of restricted stock or a
performance award or (ii) the exercise of options or stock appreciation rights
which have been or may be granted to them under the Splitrock 1997 Services,
Inc. Incentive Share Plan, as amended (the "1997 Plan") and the Splitrock
Services, Inc.1999 Stock Incentive Plan (the "1999 Plan") (collectively, the
"Plans").
This opinion is delivered to you pursuant to Item 601(b)(5) of
Regulation S-K under the Securities Act of 1933, as amended. All assumptions
and statements of reliance herein have been made without any independent
investigation or verification on our part except to the extent otherwise
expressly stated, and we express no opinion with respect to the subject matter
or accuracy of such assumption or items relied upon.
In connection with this opinion, we have (i) investigated such
questions of law, (ii) examined originals or certified, conformed or
reproduction copies of such agreements, instruments, documents and records of
the Company, (iii) examined such certificates of public officials, officers or
other representatives of the Company, and other persons, and such other
documents, and (iv) reviewed such information from officers and representatives
of the Company and others as we have deemed necessary or appropriate for the
purposes of this opinion.
In all such examinations, we have assumed the legal capacity of all
natural persons executing documents (other than the capacity of officers of the
Company executing documents in such capacity), the genuineness of all signatures
on original or certified copies, and the conformity to original or certified
documents of all copies submitted to us as conformed or reproduction copies. As
to various questions of fact relevant to the opinion expressed herein, we have
relied upon, and assumed the accuracy of, certificates and oral or written
statements and
<PAGE>
Board of Directors
July 23, 1999
Page 2
other information of or from public officials, officers or other representatives
of the Company, and other persons and assume compliance on the part of all
parties to the Plans with their covenants and agreements contained therein.
Insofar as statements herein are based upon our knowledge, such phrase means and
is limited to the conscious awareness of facts or other information by lawyers
in this firm who gave substantive attention to the representations of the
Company in connection with the Plans.
Based upon the foregoing, and subject to the limitations set forth
herein, we are of the opinion that the Shares, when issued and paid for (with
the consideration received by the Company being not less than the par value
thereof) in accordance with the Plans and any agreement applicable to such
Shares, will be validly issued, fully paid and non-assessable.
The opinion expressed herein is limited to the General Corporation Law
of the State of Delaware. We assume no obligations to supplement this letter if
any applicable laws change after the date hereof or if we become aware of any
facts that might change the opinion expressed herein after the date hereof.
The opinion expressed herein is solely for your benefit and may not be
relied upon in any manner or for any purpose by any other person and may not be
quoted in whole or in part without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8 relating to the registration of the Shares.
In giving this consent we do not admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended.
Very truly yours,
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
By: /s/ Andrew P. Varney
-------------------------------------
Andrew P. Varney
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our reports dated March 24, 1999 relating to the
financial statements and financial statement schedule, which appear in
Splitrock Services, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1998.
PricewaterhouseCoopers
Houston, Texas
July 23, 1999
