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Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-76779
Prospectus Supplement to Prospectus dated August 12, 1999
Pac-West Telecomm, Inc.
Exchange Offer for
$150,000,000
13 1/2% Senior Notes due 2009
This prospectus supplement modifies our prospectus, dated August 12, 1999,
relating to our exchange offer for $150,000,000 of our outstanding 13 1/2%
Senior Notes due 2009, as follows:
We filed a registration statement with the Securities and Exchange
Commission on September 7, 1999, relating to a proposed initial public
offering of up to $125 million of our common stock. Of the common stock
proposed to be offered, a portion would be offered by us to the public
generally in a firm commitment, underwritten offering led by Bear, Stearns &
Co. Inc., Banc of America Securities LLC and First Union Capital Markets
Corp., and a portion would be offered by us to the shareholders of Safeguard
Scientifics, Inc., one of our principal shareholders. In addition, a portion
of the common stock would be offered by Safeguard Scientifics to its
shareholders. We would not receive any proceeds from the sale of the shares
offered by Safeguard Scientifics. The underwriters would also be entitled to
purchase additional shares of our common stock from us to cover over-
allotments in connection with the offering by us to the public generally. The
allocation of the amount of common stock to be offered by us to the public
generally, by us to the shareholders of Safeguard Scientifics, and by
Safeguard Scientifics to its shareholders, or the amount of common stock that
would be subject to the underwriters' over-allotment option has not yet been
determined.
We intend to use the net proceeds to us from the offering to fund capital
expenditures in connection with our planned expansion, including the purchase
and installation of switches and transmission equipment; the acquisition of
rights of use in high capacity dark fiber transport lines and related
electronic equipment; working capital and other general corporate purposes;
and possible future acquisitions or strategic investments.
We anticipate that the offering will be completed in late October. However,
numerous factors, many of which are beyond our control, may delay or prevent
the offering from being completed or cause the offering to be completed on
terms different than those described above. These factors include market
conditions in the telecommunications industry, the status of the securities
markets generally and of the technology sector specifically, and delays in the
registration statement being declared effective by the Securities and Exchange
Commission. As a result, we cannot assure you that the offering will be
completed or will be completed on the terms or the schedule described above.
This prospectus supplement does not constitute an offer to sell or a
solicitation of an offer to buy any shares of common stock included in the
registration statement and does not alter or change any of the terms or
conditions of the exchange offer described in the prospectus.
The date of this prospectus supplement is September 7, 1999
