<PAGE>
As filed with the Securities and Exchange Commission on April 13, 2000
Registration No. 333-93455
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
---------------
NETWORK ACCESS SOLUTIONS CORPORATION
(Exact name of registrant as specified in its charter)
---------------
100 Carpenter Drive
Sterling, Virginia 20164
(703) 742-7700
(Address of principal executive offices)
Delaware 4813 54-1738938
(State or other (Primary standard industrial (I.R.S. employer
jurisdiction of
incorporation or classification code number) identification
organization) number)
Jonathan P. Aust
Chief Executive Officer
Network Access Solutions Corporation
100 Carpenter Drive
Sterling, Virginia 20164
(703) 742-7700
(Name, address, including zip code and telephone number, including area code
of agent for service)
---------------
Copies to:
Sylvia M. Mahaffey, Esquire Scott M. Wornow, Esquire
Shaw Pittman Paul, Hastings, Janofsky & Walker LLP
2300 N Street, N.W. 399 Park Avenue, 31st Floor
Washington, D.C. 20037 New York, New York 10022
(202) 663-8000 (212) 318-6000
Approximate date of commencement of proposed sale to the public: As soon
as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, as amended (the "Securities Act") check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [_]
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
13. Other Expenses of Issuance and Distribution
The following table sets forth the various expenses payable by the
Registrant in connection with the sale and distribution of the securities
offered hereby, other than underwriting discounts and commissions. All of the
amounts shown are estimated except the Securities and Exchange Commission
registration fee, the National Association Securities Dealers, Inc. filing fee
and the Nasdaq National Market listing fee.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee............. $ 42,314
National Association of Securities Dealers, Inc. filing fee..... 7,000
Nasdaq National Market listing fee.............................. 17,500
Transfer agent's and registrar's fees........................... 10,000
*Printing expenses.............................................. 100,000
*Legal fees and expenses........................................ 150,000
*Accounting fees and expenses................................... 150,000
*Miscellaneous expenses......................................... 135,000
--------
Total....................................................... $611,814
========
</TABLE>
- --------
* Estimated.
14. Indemnification of Officers and Directors
Section 145 of the Delaware General Corporation Law ("Section 145")
permits indemnification of directors, officers, agents and controlling persons
of a corporation under certain conditions and subject to certain limitations.
The Registrant's Bylaws include provisions to require the Registrant to
indemnify its directors and officers to the fullest extent permitted by Section
145, including circumstances in which indemnification is otherwise
discretionary. Section 145 also empowers the Registrant to purchase and
maintain insurance that protects its officers, directors, employees and agents
against any liabilities incurred in connection with their service in such
positions.
At present, there is no pending litigation or proceeding involving a
director or officer of the Registrant as to which indemnification is being
sought nor is the Registrant aware of any threatened litigation that may result
in claims for indemnification by any officer or director.
The form of Underwriting Agreement filed as Exhibit 1.1 to this
Registration Statement provides for indemnification by the Underwriters of the
Registrant and its directors and officers, and by the Registrant of the
Underwriters, for certain liabilities arising under the Securities Act.
15. Recent Sales of Unregistered Securities
The following information relates to securities issued or sold by the
Registrant within the last three years. During that time, the Registrant has
issued unregistered securities in the transactions described below. Securities
issued in such transactions were offered and sold in reliance upon the
exemption from registration under Section 4(2) of the Securities Act, relating
to sales by an issuer not involving any public offering, or under Rule 701
under the Securities Act on the basis that these options were offered and sold
either pursuant to a written compensatory benefit plan or pursuant to written
contracts relating to compensation. The sales of securities were made without
the use of an underwriter and the certificates evidencing the shares bear a
II-1
<PAGE>
restrictive legend permitting the transfer thereof only upon registration of
the shares or an exemption under the Act.
(1) In August 1998 the Registrant issued 585,000 shares of Common
Stock in a private placement to an employee at a price of $0.22 per
share in exchange for services rendered.
(2) In August 1998 the Registrant issued 22,050,000 shares of
Common Stock in a private placement to a group of four accredited
investors at a purchase price of $0.0002 per share for an aggregate
price of $4,900.
(3) In August 1998 the Registrant issued 10,000,000 shares of
Series A Preferred Stock in a private placement to a group of four
accredited investors, at a purchase price of $1.00 per share for an
aggregate price of $10,000,000.
(4) In March 1999 the Registrant issued in a private placement to
two of its existing accredited stockholders $5,000,000 aggregate
principal amount of notes convertible into shares of Common Stock based
upon the Registrant's initial public offering price on June 3, 1999.
(5) Between July 1998 and April 1999, the Registrant issued
options to its employees and directors exercisable for an aggregate of
9,000,450 shares of Common Stock at an exercise price of $0.09 per share
pursuant to its 1998 Stock Incentive Plan.
(6) In April 1999 the Registrant issued options to one of its
directors exercisable for an aggregate of 250,000 shares of Common Stock
at an exercise price of $6.67 per share, subject to adjustment pursuant
to its 1998 Stock Incentive Plan.
(7) In May 1999 the Registrant issued in a private placement to
two of its existing accredited stockholders $5,000,000 aggregate
principal amount of notes convertible into shares of Common Stock based
upon the Registrant's initial public offering price on June 3, 1999.
(8) In March 2000 the Registrant issued 1.5 million shares of
Series B Preferred Stock in a private placement to two accredited
investors, at a purchase price of $100 per share for an aggregate price
of $150 million.
16. Exhibits and Financial Statement Schedules
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S>
1.1/1/ Form of Underwriting Agreement
3.1/2/ Amended and Restated Certificate of Incorporation of the Company
3.2/2/ Amended and Restated By-Laws of the Company
3.3/3/ Certificate of the Designations, Voting Powers, Preferences and
Relative, Participating, Optional or Other Special Rights of
Preferred Stock and Qualifications, Limitations or Restrictions
Thereof dated February 4, 2000
4.1/2/ Specimen stock certificate for shares of Common Stock of the
Company
4.2/4/ Specimen stock certificate for shares of Series B Preferred Stock
of the Company
5.1 Form of opinion of Shaw Pittman, regarding legality of securities
being registered (Filed herewith)
10.1/2/,/4/ Master Equipment Lease Agreement dated November 17, 1998, by and
between the Company and Paradyne Credit Corporation
10.2/2/,/4/ Purchase and Sale Agreement dated as of October 16, 1998, by and
between the Company and Ascend Communications, Inc., as amended
10.3/2/ Master Lease Agreement dated October 9, 1998, by and between the
Company and Ascend Credit Corporation
10.4/2/ Promissory Note dated October 16, 1998, by and between the Company
and Ascend Communications, Inc., as amended
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S>
10.5/2/ Commercial Lease dated February 24, 1997, by and between the
Company, Sterling/Gunston Limited Partnership and Bernstein
Management Corporation
10.5.1/2/ First Lease Amendment dated June 26, 1998, by and between the
Company and Sterling/Gunston LLC
10.5.2/2/ Third Lease Amendment dated February 1, 1999, by and between the
Company and Sterling/Gunston LLC
10.6/2/ Sublease dated August 31, 1998, by and between the Company and
U.S. Interactive, Inc.
10.7/2/ Letter of Intent dated March 2, 1999 by and between the Company
and Trans Dulles Center, Inc.
10.8/2/ Employment Agreement dated as of August 16, 1998, by and between
the Company and Jonathan P. Aust
10.9/2/ Employment Agreement dated as of July 13, 1998, by and between the
Company and Christopher J. Melnick
10.10/2/ Employment Agreement dated as of July 13, 1998, by and between the
Company and Scott G. Yancey, Jr.
10.11/2/ Employment Agreement dated as of August 18, 1998, by and between
the Company and James A. Aust
10.12/2/ Employment Agreement dated as of March 1, 1999, by and between the
Company and John J. Hackett
10.13/2/ 1998 Stock Incentive Plan, as amended
10.14/2/ Incentive Stock Option Grant Agreement dated July 23, 1998, by and
between the Company and Scott G. Yancey, Jr., as amended
10.15/2/ Incentive Stock Option Grant Agreement dated July 23, 1998, by and
between the Company and Christopher J. Melnick, as amended
10.16/2/ Incentive Stock Option Grant Agreement dated November 1, 1998, by
and between the Company and James A. Aust
10.17/2/ Incentive Stock Option Grant Agreement dated March 30, 1999, by
and between the Company and John J. Hackett
10.18/2/ Deferred Compensation Agreement dated June 1, 1997, by and between
the Company and Jonathan P. Aust
10.19/2/ Deferred Compensation Agreement dated June 1, 1997, by and between
the Company and James A. Aust
10.20/2/ Repurchase Agreement dated August 6, 1998, by and between the
Company and Longma M. Aust, Jonathan P. Aust, James A. Aust and
Stephen L. Aust
10.21/2/ Investor Rights Agreement dated August 6, 1998, by and between the
Company, Spectrum Equity Investors II, L.P., SEA 1998 II, L.P.,
FBR Technology Venture Partners L.P. and W2 Venture Partners, LLC,
as amended
10.22/2/ Series A Preferred Stock Purchase Agreement dated August 6, 1998,
by and between the Company, Spectrum Equity Investors II, L.P.,
SEA 1998 II, L.P., FBR Technology Venture Partners L.P. and W2
Venture Partners, LLC
10.23/2/ Amended and Restated Note Purchase Agreement dated as of March 31,
1999 and amended as of May 11, 1999, by and between the Company,
Spectrum Equity Investors II, L.P. and FBR Technology Venture
Partners L.P.
10.24/2/ Amended and Restated Convertible Note dated as of March 31, 1999,
by and between the Company and Spectrum Equity Investors II, L.P.
10.25/2/ Amended and Restated Convertible Note dated as of March 31, 1999,
by and between the Company and FBR Technology Venture Partners
L.P.
10.26/2/ Nonqualified Stock Option Grant Agreement dated April 1, 1999, by
and between the Company and Dennis R. Patrick
10.27/2/ Deed of Lease dated April 8, 1999, by and between the Company and
TransDulles Center, Inc.
10.28/2/ Letter Agreement dated May 6, 1999, by and between the Company and
SBC Communications Inc.
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S>
10.29/2/ Letter Agreement dated May 7, 1999, by and between the Company and
Telefonos de Mexico, S.A. de C.V.
10.30/2/ Letter Agreement dated May 10, 1999, by and between the Company
and DSL Solutions, Inc. d/b/a DSL Networks
10.3/1/ Employment Agreement dated as of September 13, 1999 by and between
the Company and Worth D. MacMurray
10.32/1/ Nonqualified Stock Option Grant Agreement dated August 9, 1999 by
and between the Company and Worth D. MacMurray
10.33/3/ Lease Agreement by and between Dulles Tech, Inc. and the Company
dated October 27, 1999
10.34/3/ Stock Purchase Agreement dated February 4, 2000 by and between the
Company and SBC Communications Inc.
10.35/3/ Stock Purchase Agreement dated February 4, 2000 by and between the
Company and Telefonos de Mexico, S.A. de C.V.
10.36/3/ Summary of Operating Agreement dated February 4, 2000 by and
between the Company and each of SBC Telecom, Inc. and Telefonos de
Mexico, S.A. de C.V.
10.37/3/ Employee Stock Purchase Plan
23.1/1/ Consent of PricewaterhouseCoopers, LLP
23.2 Consent of Shaw Pittman (included as part of Exhibit 5.1)
23.3 Consent of PricewaterhouseCoopers, LLP (Filed herewith)
24.1/1/ Powers of Attorney
27/1/ Financial Data Schedule
</TABLE>
- --------
/1 /Previously filed as part of this Registration Statement.
/2 /Incorporated by reference to the Company's Registration Statement on Form
S-1 (No. 333-74679).
/3 /Incorporated by reference to the Company's Annual Report on Form 10-K,
filed March 27, 2000.
/4 /Confidential portions omitted and supplied separately to the Securities and
Exchange Commission.
(b) Financial Statement Schedules:
Schedule II -- Valuation and Qualifying Accounts
17. Undertakings
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions of its Certificate of Incorporation or
Bylaws or the Delaware General Corporation Law 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 Securities 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 Securities Act and will be governed
by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act, the information omitted form the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained
in a form of prospectus filed by the Registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to
be part of this registration statement as of the time it was declared
effective.
(2) For the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus 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.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Sterling, Virginia, on
the 13th day of April, 2000.
Network Access Solutions Corporation
/s/ Jonathan P. Aust
By: _________________________________
Jonathan P. Aust
Chief Executive Officer and
Chairman of the Board of
Directors
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Jonathan P. Aust Chief Executive Officer April 13, 2000
______________________________________ and Chairman of the Board
Jonathan P. Aust of Directors (Principal
Executive Officer)
/s/ Scott G. Yancey, Jr. Chief Financial Officer April 13, 2000
______________________________________ and Director (Principal
Scott G. Yancey, Jr. Accounting and Financial
Officer)
/s/ Christopher J. Melnick* Senior Vice President, April 13, 2000
______________________________________ Sales, Development and
Christopher J. Melnick Marketing and Director
/s/ Brion B. Applegate* Director April 13, 2000
______________________________________
Brion B. Applegate
/s/ Dennis R. Patrick* Director April 13, 2000
______________________________________
Dennis R. Patrick
</TABLE>
<TABLE>
<S> <C> <C>
*By: /s/ Jonathan P. Aust
______________________________________
Jonathan P. Aust
Attorney-in-Fact
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S> <C>
1.1/1/ Form of Underwriting Agreement
3.1/2/ Amended and Restated Certificate of Incorporation of the
Company
3.2/2/ Amended and Restated By-Laws of the Company
3.3/3/ Certificate of the Designations, Voting Powers, Preferences
and Relative, Participating, Optional or Other Special
Rights of Preferred Stock and Qualifications, Limitations or
Restrictions Thereof dated February 4, 2000
4.1/2/ Specimen stock certificate for shares of Common Stock of the
Company
4.2/3/ Specimen stock certificate for shares of Series B Preferred
Stock of the Company
5.1 Form of opinion of Shaw Pittman, regarding legality of
securities being registered (Filed herewith)
10.1/2/,/4/ Master Equipment Lease Agreement dated November 17, 1998, by
and between the Company and Paradyne Credit Corporation
10.2/2/,/4/ Purchase and Sale Agreement dated as of October 16, 1998, by
and between the Company and Ascend Communications, Inc., as
amended
10.3/2/ Master Lease Agreement dated October 9, 1998, by and between
the Company and Ascend Credit Corporation
10.4/2/ Promissory Note dated October 16, 1998, by and between the
Company and Ascend Communications, Inc., as amended
10.5/2/ Commercial Lease dated February 24, 1997, by and between the
Company, Sterling/Gunston Limited Partnership and Bernstein
Management Corporation
10.5.1/2/ First Lease Amendment dated June 26, 1998, by and between
the Company and Sterling/Gunston LLC
10.5.2/2/ Third Lease Amendment dated February 1, 1999, by and between
the Company and Sterling/Gunston LLC
10.6/2/ Sublease dated August 31, 1998, by and between the Company
and U.S. Interactive, Inc.
10.7/2/ Letter of Intent dated March 2, 1999 by and between the
Company and Trans Dulles Center, Inc.
10.8/2/ Employment Agreement dated as of August 16, 1998, by and
between the Company and Jonathan P. Aust
10.9/2/ Employment Agreement dated as of July 13, 1998, by and
between the Company and Christopher J. Melnick
10.10/2/ Employment Agreement dated as of July 13, 1998, by and
between the Company and Scott G. Yancey, Jr.
10.11/2/ Employment Agreement dated as of August 18, 1998, by and
between the Company and James A. Aust
10.12/2/ Employment Agreement dated as of March 1, 1999, by and
between the Company and John J. Hackett
10.13/2/ 1998 Stock Incentive Plan, as amended
10.14/2/ Incentive Stock Option Grant Agreement dated July 23, 1998,
by and between the Company and Scott G. Yancey, Jr., as
amended
10.15/2/ Incentive Stock Option Grant Agreement dated July 23, 1998,
by and between the Company and Christopher J. Melnick, as
amended
10.16/2/ Incentive Stock Option Grant Agreement dated November 1,
1998, by and between the Company and James A. Aust
10.17/2/ Incentive Stock Option Grant Agreement dated March 30, 1999,
by and between the Company and John J. Hackett
10.18/2/ Deferred Compensation Agreement dated June 1, 1997, by and
between the Company and Jonathan P. Aust
10.19/2/ Deferred Compensation Agreement dated June 1, 1997, by and
between the Company and James A. Aust
</TABLE>
II-8
<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S>
10.20/2/ Repurchase Agreement dated August 6, 1998, by and between the
Company and Longma M. Aust, Jonathan P. Aust, James A. Aust and
Stephen L. Aust
10.21/2/ Investor Rights Agreement dated August 6, 1998, by and between the
Company, Spectrum Equity Investors II, L.P., SEA 1998 II, L.P.,
FBR Technology Venture Partners L.P. and W2 Venture Partners, LLC,
as amended
10.22/2/ Series A Preferred Stock Purchase Agreement dated August 6, 1998,
by and between the Company, Spectrum Equity Investors II, L.P.,
SEA 1998 II, L.P., FBR Technology Venture Partners L.P. and W2
Venture Partners, LLC
10.23/2/ Amended and Restated Note Purchase Agreement dated as of March 31,
1999 and amended as of May 11, 1999, by and between the Company,
Spectrum Equity Investors II, L.P. and FBR Technology Venture
Partners L.P.
10.24/2/ Amended and Restated Convertible Note dated as of March 31, 1999,
by and between the Company and Spectrum Equity Investors II, L.P.
10.25/2/ Amended and Restated Convertible Note dated as of March 31, 1999,
by and between the Company and FBR Technology Venture Partners
L.P.
10.26/2/ Nonqualified Stock Option Grant Agreement dated April 1, 1999, by
and between the Company and Dennis R. Patrick
10.27/2/ Deed of Lease dated April 8, 1999, by and between the Company and
TransDulles Center, Inc.
10.28/2/ Letter Agreement dated May 6, 1999, by and between the Company and
SBC Communications Inc.
10.29/2/ Letter Agreement dated May 7, 1999, by and between the Company and
Telefonos de Mexico, S.A. de C.V.
10.30/2/ Letter Agreement dated May 10, 1999, by and between the Company
and DSL Solutions, Inc. d/b/a DSL Networks
10.31/1/ Employment Agreement dated as of September 13, 1999 by and between
the Company and Worth D. MacMurray
10.32/1/ Nonqualified Stock Option Grant Agreement dated August 9, 1999 by
and between the Company and Worth D. MacMurray
10.33/3/ Lease Agreement by and between Dulles Tech, Inc. and the Company
dated October 27, 1999
10.34/3/ Stock Purchase Agreement dated February 4, 2000 by and between the
Company and SBC Communications Inc.
10.35/3/ Stock Purchase Agreement dated February 4, 2000 by and between the
Company and Telefonos de Mexico, S.A. de C.V.
10.36/3/ Summary of Operating Agreement dated February 4, 2000 by and
between the Company and each of SBC Telecom, Inc. and Telefonos de
Mexico, S.A. de C.V.
10.37/3/ Employee Stock Purchase Plan
23.1/1/ Consent of PricewaterhouseCoopers, LLP
23.2 Consent of Shaw Pittman (included as part of Exhibit 5.1)
23.3 Consent of PricewaterhouseCoopers, LLP (Filed herewith)
24.1/1/ Powers of Attorney
27/1/ Financial Data Schedule
</TABLE>
- --------
/1/Previously filed as part of this Registration Statement.
/2/Incorporated by reference to the Company's Registration Statement on Form S-
1 (No. 333-74679).
/3/Incorporated by reference to the Company's Annual Report on Form 10-K, filed
March 27, 2000.
/4/Confidential portions omitted and supplied separately to the Securities and
Exchange Commission.
II-9
<PAGE>
EXHIBIT 5.1
Shaw Pittman
A Law Partnership Including Professional Corporations
April 12, 2000
Network Access Solutions Corporation
100 Carpenter Drive
Sterling, Virginia 20164
Re: Offering of 5,750,000 Shares of Common Stock
Ladies and Gentlemen:
We have acted as counsel for Network Access Solutions Corporation, a
Delaware corporation (the "Company"), in connection with the registration of
5,750,000 shares (the "Shares") of the Company's common stock, par value $.001
per share (the "Common Stock"), pursuant to a Registration Statement on Form S-1
under the Securities Act of 1933, as amended (No. 333-93455) (the "Registration
Statement"), and with the proposed sale of the Shares to the public through
certain underwriters. Of the maximum of 5,750,000 Shares of Common Stock to be
offered and sold, certain Shares are to be offered by the Company on a firm
commitment underwritten basis and pursuant to a 30-day option granted by the
Company to underwriters solely to cover over-allotments, certain Shares are to
be offered by stockholders of the Company (the "Primary Selling Stockholders")
on a firm commitment underwritten basis and certain Shares will be offered by
option holders of the Company upon exercise by them of outstanding options on a
firm commitment basis (the "Option Selling Stockholders").
For the purposes of this opinion, we have examined copies of the following
documents:
(i) the Registration Statement;
(ii) the Restated Certificate of Incorporation of the Company, as
amended, as filed with the Secretary of State of the State of
Delaware on May 7, 1999, as certified by the Secretary of State of
the State of Delaware on April 7, 2000 (the "Restated Certificate");
(iii) the Amended and Restated By-Laws of the Company, as in effect on
the date hereof;
<PAGE>
Network Access Solutions Corporation
April 12, 2000
Page 2
(iv) resolutions of the Board of Directors of the Company adopted by
unanimous written consent on December 21, 2000 and March 15, 2000;
(v) the Company's 1998 Stock Incentive Plan, as amended through the
date hereof (the "Plan");
(vi) the option agreements of the Option Selling Stockholders; and
(vii) such other documents, corporate records, certificates of public
officials and other instruments as we have deemed necessary for the
purposes of rendering this opinion.
In our examination of the aforesaid documents, we have assumed the legal
capacity of all natural persons, the genuineness of all signatures, the
completeness and authenticity of all documents submitted to us as originals, and
the conformity to original documents of all documents submitted to us as
certified, telecopied, photostatic or reproduced copies.
In connection with the opinions expressed below, we have assumed that, at
and prior to the time of the sale and delivery of Shares pursuant to the
Registration Statement, (i) the Resolutions of the Board of Directors
authorizing the offering and sale of the Shares have not have been amended,
modified or rescinded, (ii) neither the Plan nor any of the option agreements of
the Selling Stockholders has been amended, restated or supplemented, (iii) the
Registration Statement has been declared effective and no stop order suspending
the effectiveness of the Registration Statement has been issued and no
proceedings with respect thereto have been commenced or threatened, and (iv)
there has not occurred any change in law materially adversely affecting the
power of the Company to offer and sell the Shares or the validity of the Shares.
We have also assumed that the offering, sale and delivery of Shares will not at
the time of such offering and sale violate or conflict with (1) the Restated
Certificate, as then amended, restated or supplemented, the By-laws, as then
amended, restated or supplemented, of the Company, or either the Plan or the
option agreements of the Selling Stockholders as then amended, restated or
supplemented, (2) any provision of any license, indenture, instrument, mortgage,
contract, document or agreement to which the Company is a party or by which the
Company is then bound, or (3) any law or regulation or any decree, judgment or
order applicable to the Company. We have further assumed that the number of
Shares to be offered and sold pursuant to the Registration Statement will not at
the time of such offering and sale exceed the amount of such class of capital
shares authorized in the Restated Certificate, as then amended, restated or
supplemented, and unissued at such time.
<PAGE>
Network Access Solutions Corporation
April 12, 2000
Page 3
Based upon, subject to, and limited by the foregoing, we are of following
opinion:
1. The Shares of Common Stock to be offered by the Company pursuant to the
Registration Statement have been duly authorized for issuance by the
Company and, upon issuance and delivery in accordance with the terms of
the purchase agreement referred to in the Registration Statement, will
be validly issued, fully paid and non-assessable.
2. The shares of Common Stock of the Company to be offered by the Primary
Selling Stockholders pursuant to the Registration Statement have been
duly authorized, were validly issued and are fully paid and non-
assessable.
3. The shares of Common Stock of the Company to be offered by the Option
Selling Stockholders pursuant to the Registration Statement have been
duly authorized and, upon issuance by the Company in accordance with
their respective option agreements, will be validly issued, fully paid
and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to our firm under the caption
"Validity of the Shares" in the prospectus that constitutes a part of the
Registration Statement.
Very truly yours,
/s/ SHAW PITTMAN
----------------
SHAW PITTMAN
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in this Registration Statement on Form S-1 of our
reports dated March 7, 2000 relating to the financial statements and financial
statement schedules of Network Access Solutions Corporation, which appear in
such Registration Statement. We also consent to the references to us under the
headings "Experts", "Summary Financial and Other Data" and "Selected Financial
And Other Data" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
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PricewaterhouseCoopers LLP
McLean, Virginia
April 13, 2000
