<PAGE>
As filed with the Securities and Exchange Commission on July 21, 1999
REGISTRATION STATEMENT NO.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
VOYAGER.NET, INC.
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C> <C>
DELAWARE 7389 38-3431501
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Organization) Classification Code Number) Identification No.)
</TABLE>
------------------------------
4660 S. HAGADORN ROAD, SUITE 320
EAST LANSING, MI 48823
(517) 324-8940
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive office)
------------------------------
CHRISTOPHER P. TORTO
PRESIDENT AND CHIEF EXECUTIVE OFFICER
VOYAGER.NET, INC.
4660 S. HAGADORN ROAD, SUITE 32O
EAST LANSING, MI
(517) 324-8940
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------
COPIES TO:
DAVID F. DIETZ, P.C. MARK G. BORDEN, ESQ.
JOHN B. STEELE, ESQ. THOMAS L. BARRETTE, JR., ESQ.
GOODWIN, PROCTER & HOAR LLP HALE AND DORR LLP
EXCHANGE PLACE 60 STATE STREET
BOSTON, MASSACHUSETTS 02109-2881 BOSTON, MASSACHUSETTS 02109
(617) 570-1000 (617) 526-6000
------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the 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, 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 of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.[X] File No. 333-
77917
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, 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.[_]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=============================================================================================================
Proposed Proposed
Title of Each Class Of Amount Maximum Maximum Amount Of
Securities To Be To Be Offering Price Aggregate Registration
Registered Registered (1) Per Share Offering Price Fee
=============================================================================================================
<S> <C> <C> <C> <C>
Common Stock, $.0001 par value per share 1,293,750 Shares $15.00 $19,406,250 $5,395
=============================================================================================================
</TABLE>
(1) Includes 168,750 shares of Common Stock which the underwriters have
the option to purchase solely to cover over-allotments, if any.
================================================================================
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement on Form S-1 filed by
Voyager.net, Inc. with the Securities and Exchange Commission (File No. 333-
77917) pursuant to the Securities Act of 1933 is incorporated by reference into
this Registration Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of
Massachusetts, on July 21, 1999.
Voyager.net, Inc.
/s/ Christopher P. Torto
By:__________________________________
Christopher P. Torto
President and
Chief Executive Officer
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/ Christopher P. Torto President, Chief Executive July 21, 1999
______________________________________ Officer and Director
Christopher P. Torto (Principal Executive
Officer)
* Chief Financial Officer July 21, 1999
______________________________________ (Principal Financial
Dennis J. Stepaniak Officer and Principal
Accounting Officer)
*
______________________________________ Director July 21, 1999
Glenn R. Friedly
*
______________________________________ Director July 21, 1999
John G. Hayes
*
______________________________________ Director July 21, 1999
Christopher S. Gaffney
______________________________________ Director July 21, 1999
Gerald H. Taylor
</TABLE>
/s/ Christopher P. Torto
*By:_____________________________
Attorney-in-fact
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
- ----------- ----------------------
5.1 Opinion of Goodwin, Procter & Hoar LLP.
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1
hereto).
23.2 Consent of PricewaterhouseCoopers LLP.
<PAGE>
Exhibit 5.1
GOODWIN, PROCTER & HOAR LLP
COUNSELLORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
July 21, 1999
Voyager.net, Inc.
4660 S. Hagadorn Road, Suite 320
East Lansing, MI 48823
Ladies and Gentlemen:
This opinion is being furnished in connection with the filing by
Voyager.net, Inc., a Delaware corporation (the "Company"), in connection with
the Company's Registration Statement on Form S-1 (the "Registration Statement"),
filed with the Securities and Exchange Commission pursuant to Rule 462(b) under
the Securities Act of 1933, as amended, relating to 1,293,750 shares of common
stock, par value $.0001 per share ("Common Stock"), of the Company (the
"Shares"). The Shares include 168,750 shares of Common Stock which may be issued
solely to cover over-allotments, if any. All of the Shares are to be sold by the
Company and the Selling Stockholders (as defined in the Underwriting Agreement)
to the several underwriters (the "Underwriters") of which Donaldson, Lufkin &
Jenrette Securities Corporation, First Union Capital Markets Corp., CIBC World
Markets Corp. and DLJdirect, Inc. are the representatives (the
"Representatives") pursuant to an Underwriting Agreement (the "Underwriting
Agreement") entered into between the Company and the Representatives of the
Underwriters.
In connection with rendering this opinion, we have examined the forms of
the proposed Underwriting Agreement; the Certificate of Incorporation and Bylaws
of the Company, each as amended to date; such records of the corporate
proceedings of the Company as we deemed material; and such other certificates,
receipts, records and documents as we considered necessary for the purposes of
this opinion. In our examination, we have assumed the authenticity of all
documents submitted to us as originals and the conformity with the original
documents of all documents submitted to us as copies.
We are attorneys admitted to practice in The Commonwealth of
Massachusetts. We express no opinion concerning the laws of any jurisdictions
other than the laws of the United States of America, the laws of The
Commonwealth of Massachusetts and the Delaware General Corporation Law.
Based on the foregoing and on such legal considerations as we deem
relevant, we are of the opinion that the Shares to be sold by the Company to the
Underwriters as described in the Registration Statement have been duly
authorized under the Delaware General Corporation Law (the "DGCL") and, upon
delivery of such Shares and payment therefor in accordance with the Underwriting
Agreement, will be validly issued, fully paid and non-assessable under the DGCL.
We hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the Registration
Statement.
Very truly yours,
/s/ Goodwin, Procter & Hoar LLP
GOODWIN, PROCTER & HOAR LLP
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in this Registration Statement on Form S-1 of
our report dated March 5, 1999, except for Note 17 for which the date is June
25, 1999, relating to the consolidated financial statements of Voyager.net,
Inc., and our reports dated April 28, 1999 on our audits of Freeway, Inc.,
EXEC-PC, Inc. and Netlink Systems, L.L.C. and our report dated June 9, 1999 on
our audit of GDR Enterprises, Inc. which appear in such Registration Statement.
We also consent to the use of our report dated May 3, 1999 on the Financial
Statement Schedule for the three years ended December 31, 1998 listed under
Item 16(b) of this Registration Statement when such schedule is read in
conjunction with the financial statements referred to in our report. We also
consent to the references to us under the heading "Experts" in such
Registration Statement.
/s/ PricewaterhouseCoopers LLP
Grand Rapids, Michigan
July 21, 1999
