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As filed with the Securities and Exchange Commission on September 26, 2000.
File No. 333-___________
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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HIGH SPEED ACCESS CORP.
(Exact name of registrant as specified in its charter)
Delaware 61-1324009
------------------------------- --------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
10901 West Toller Drive Littleton, Co 80127
------------------------------------------------------------
(Address, including zip code, of Principal Executive Offices)
High Speed Access Corp. 1999 Stock Option Plan
----------------------------------------------
(Full Titles of the Plans)
Copies to:
Mr. Daniel J. O'Brien John G. Hundley, Esq.
President and Chief Executive Officer Vice President and General Counsel
High Speed Access Corp. High Speed Access Corp.
10901 West Toller Drive 10300 Ormsby Park Place, Suite 405
Littleton, Colorado 80127 Louisville, Kentucky 40223
(720) 922-2500 (502) 420-7400
(Name, address and telephone number, including area code, of agent for service)
Copy to:
Caryn F. Price, Esq.
Wyatt, Tarrant & Combs
2800 Citizens Plaza
Louisville, Kentucky 40202
(502) 562-7231
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Title of securities to be Amount to be Proposed maximum offering Maximum aggregate Amount of
registered registered price per share (1) Offering price (1) Registration fee
---------------------------- --------------- --------------------------- ------------------------ ------------------
<S> <C> <C> <C> <C>
Common Stock, $.01
Par value 4,679,500(2) $3.9375 $18,601,012 $4,911
</TABLE>
(1) Pursuant to Rule 457(h), the proposed maximum offering price per share,
the proposed maximum offering price and the registration fee
calculation are based on the average of the high and low prices for the
Common Stock as reported on the Nasdaq National Market as of September
25, 2000.
(2) The amount of Common Stock to be registered hereby includes such
additional shares as may be issued pursuant to the anti-dilution
provisions of the respective plans to reflect stock splits, stock
dividends or similar transactions pursuant to Rule 416(a) under the
Securities Act of 1933, as amended (the "Securities Act"), without the
need of a post-effective amendment.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
EXPLANATORY NOTE
This Registration Statement is for the registration of
additional shares of Common Stock of High Speed Access Corp. (the "Registrant")
for issuance under the High Speed Access Corp. 1999 Stock Option Plan as amended
(the "Plan"). These securities are in addition to the securities registered on
the Registration Statement on Form S-8 (SEC No. 333-92171) previously filed by
the Registrant on December 6, 1999, and as to which a filing fee of $18,434.89
was paid. At that time, a total of 4,032,099 shares of Common Stock were
registered for issuance as follows: 465,000 shares of Common Stock were
registered for issuance under the High Speed Access Corp. 1999 Non-Employee
Directors Stock Option Plan; 467,099 shares of Common Stock were registered for
issuance under the High Speed Access Corp. 1998 Stock Option Plan; and 3,100,000
shares of Common Stock were registered for issuance under the Plan. An
additional 4,679,500 shares of Common Stock were authorized for issuance under
the Plan as amended as of June 6, 2000 and these additional shares represent the
4,679,500 shares of Common Stock being registered hereby. Therefore, pursuant to
General Instruction E on Form S-8, the contents of the earlier registration
statement relating to the Plan (SEC No. 333-92171) are incorporated by reference
into this Registration Statement, subject to the following.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein
by reference and deemed to be a part hereof from the date of the filing of such
documents:
1. The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999;
2. The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2000 and June 30, 2000; and
3. The description of the Registrant's Common Stock contained
in the Registrant's Registration Statement on Form 8-A (SEC File No. 000-26153),
including any subsequent amendment or report filed for the purpose of updating
that description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all such 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 by reference herein and filed prior to the
filing hereof shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein modifies
or supersedes such statement, and any statement contained herein or in any other
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 in any other subsequently filed document which also is
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.
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ITEM 8. EXHIBITS
See Exhibit Index, which is incorporated herein by reference.
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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the 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 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 to such
information in this Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do
not apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant 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
being 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
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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions,
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or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act 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, the Registrant 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 Act and
will be governed by the final adjudication of such issue.
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 Littleton, State of Colorado, on the 20th day of
September, 2000.
HIGH SPEED ACCESS CORP.
By: /s/ Daniel J. O'Brien
----------------------------
Title: President
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints George E. Willett and John G.
Hundley, and each of them, with the power to act without the other, his or her
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him or her, and in his or her 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 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 and about the
premises, as fully and to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement on Form S-8 has been signed below by the following
persons on the dates and in the capacities indicated.
<TABLE>
<CAPTION>
Name Capacity Date
---- -------- ----
<S> <C> <C>
/s/ Daniel J. O'Brien President, Chief
------------------------------------- Executive Officer September 20, 2000
Daniel J. O'Brien and Director (Principal
Executive Officer)
/s/ George E. Willett Chief Financial
------------------------------------- Officer (Principal September 20, 2000
George E. Willett Financial and Accounting
Officer)
/s/ David A. Jones, Jr. Director, Chairman
------------------------------------ September 20, 2000
David A. Jones, Jr.
/s/ Robert S. Saunders Director, Vice Chairman
------------------------------------ September 20, 2000
Robert S. Saunders
/s/ Irving W. Bailey, II Director
------------------------------------- September 20, 2000
Irving W. Bailey, II
/s/ Michael E. Gellert Director
------------------------------------- September 20, 2000
Michael E. Gellert
/s/ Jerald L. Kent Director
------------------------------------- September 20, 2000
Jerald L. Kent
/s/ William D. Savoy Director
------------------------------------- September 20, 2000
William D. Savoy
Director
------------------------------------- ____________, 2000
Stephen E. Silva
</TABLE>
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EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
4.1 Amended and Restated Certificate of Incorporation of High Speed Access
Corp. (incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1, as amended (SEC File No.
333-74667))
4.2 Amended and Restated Bylaws of High Speed Access Corp. (incorporated by
reference to Exhibit 3.2 to the Registrant's Registration Statement on
Form S-1, as amended (SEC File No. 333-746667))
5.1 Opinion of Wyatt, Tarrant & Combs
23.1 Consent of Wyatt, Tarrant & Combs (included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (included on the signature page)
99.1 High Speed Access Corp. 1999 Stock Option Plan as amended
</TABLE>
