<PAGE>
As filed with the Securities and Exchange Commission on October 6, 1999
Registration No.333-____
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
DSL.NET, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 06-1510312
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
545 Long Wharf Drive
New Haven, CT 06511
(Address of Principal Executive Offices) (Zip Code)
____________________
Amended and Restated 1999 Stock Plan
1999 Employee Stock Purchase Plan
(Full Title of the Plan)
____________________
Stephen Zamansky, Esq.
Vice President & General Counsel
DSL.NET, Inc.
545 Long Wharf Drive
New Haven, CT 06511
(Name and Address of Agent For Service)
(203) 772-1000
(Telephone Number, Including Area Code, of Agent For Service)
______________________________
Copy to:
Mark H. Burnett, Esq.
TESTA, HURWITZ & THIBEAULT, LLP
Oliver Street Tower, 125 High Street
Boston, Massachusetts 02110
(617) 248-7000
===============================================================================
<PAGE>
CALCULATION OF REGISTRATION FEE
===============================================================================
<TABLE>
<CAPTION>
Proposed
Proposed Maximum
Maximum Aggregate
Amount to be Offering Price Offering Amount of
--------
Title of Securities to be Registered Registered(1) Per Share Price Registration Fee/(4)/
------------------------------------ ------------ -------------- ---------- ----------------
<S> <C> <C> <C> <C>
Amended and Restated 1999 Stock
Option Plan 1,279,680 $ .0375 /(2)/ $ 47,988.00 $ 13.34
Common Stock (Par Value 743,814 $ .0675 /(2)/ $ 50,207.45 $ 13.96
$.0005 Per Share) 1,331,667 $ .3938 /(2)/ $ 524,410.46 $ 145.79
1,178,372 $ .5251 /(2)/ $ 618,763.14 $ 172.02
358,577 $ 7.3893 /(2)/ $ 2,649,633.03 $ 736.60
665,830 $ 7.39 /(2)/ $ 4,920,483.70 $ 1,367.89
3,000 $ 9.00 /(2)/ $ 27,000.00 $ 7.51
6,709,950 $ 7.50 /(3)/ $50,324,625.00 $ 13,990.25
Employee Stock Purchase Plan
Common Stock (Par Value $.0005
Per Share) 300,000 $ 7.50 /(3)/ $ 2,250,000.00 $ 625.50
---------- -------------- -----------
TOTAL: 12,570,890 $61,413,110.78 $ 17,072.86
</TABLE>
___________________________________________
(1) In addition, pursuant to rule 416(a), this Registration Statement also
covers such indeterminate number of additional shares of Common Stock as is
necessary to eliminate any dilutive effect of any future stock split, stock
dividend or similar transaction.
(2) Such shares are issuable upon exercise of outstanding options with fixed
exercise prices. Pursuant to Rule 457(h), the aggregate offering price and
the fee have been computed upon the basis of the price at which the options
may be exercised. The offering price per share set forth for such shares is
the exercise price per share at which such options are exercisable.
(3) The price of $7.50 per share, which is the per share public offering price
for the Registrant's initial public offering (see the Registrant's Form S-1
(File No. 333-80141)), is set forth solely for purposes of calculating the
filing fee pursuant to Rule 457(h) and has been used only for those shares
without a fixed exercise price.
(4) Calculated pursuant to Section 6(b) of the Securities Act of 1933 (the
"Securities Act").
2
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information specified in this Item 1 will be
sent or given to employees, directors and others as specified by Rule 428(b)(1).
In accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission") and the instructions to Form S-8, such documents
are not being filed with the Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
Item 2. Registrant Information and Employee Plan Annual Information.
The documents containing the information specified in this Item 2 will be
sent or given to employees, directors or others as specified by Rule 428(b)(1).
In accordance with the rules and regulations of the Commission and the
instructions to Form S-8, such documents are not being filed with the Commission
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
are incorporated by reference in this Registration Statement:
(a) Registrant's Prospectus dated October 6, 1999, as contained within the
Registrant's Registration Statement No. 333-80141 on Form S-1, as
amended (the "Form S-1");
(b) The section entitled "Description of Registrant's Securities to be
Registered" contained in the Registrant's Registration Statement on
Form 8-A, filed pursuant to Section 12(g) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), on October 1, 1999, and
incorporating by reference the information contained in the Form S-1.
All documents subsequently filed with the Commission 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 herein 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.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
3
<PAGE>
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Delaware General Corporation Law and the Registrant's Amended and
Restated Certificate of Incorporation, the Form of Second Amended and Restated
Certificate of Incorporation that will become effective immediately following
the completion of the Registrant's initial public offering and the by-laws, as
amended, provide for indemnification of the Registrant's directors and officers
for liabilities and expenses that they may incur in such capacities. In general,
directors and officers are indemnified with respect to actions taken in good
faith in a manner reasonably believed to be in, or not opposed to, the best
interests of the Registrant and, with respect to any criminal action or
proceeding, actions that the indemnitee had no reasonable cause to believe were
unlawful. Reference is made to the Registrant's Amended and Restated Certificate
of Incorporation, the Second Amended and Restated Certificate of Incorporation
and the Amended and Restated By-Laws filed as Exhibits 3.01, 3.02 and 3.03,
respectively, to the Registrant's Form S-1 and incorporated herein by reference.
The Registrant maintains directors and officers liability insurance for the
benefit of its directors and certain of its officers.
The Underwriting Agreement (the "Underwriting Agreement") dated as of
October 6, 1999 by and among the Company and the Underwriters listed on Schedule
I thereto (the "Underwriters") which was executed in connection with the
Registrant's initial public offering provides that the Underwriters are
obligated, under certain circumstances, to indemnify the Company, its directors,
its officers who signed the Form S-1 and controlling persons of the Company
against certain liabilities, including liabilities under the Securities Act.
Reference is made to the form of Underwriting Agreement filed as Exhibit 1.01 to
the Form S-1.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description of Exhibit
- ----------- ----------------------
4.1 Specimen Certificate for shares of the Registrant's Common Stock
(filed as Exhibit 4.01 to the Registrant's Registration Statement
on Form S-1 (Registration No. 333-80141) and incorporated herein
by reference).
4.2 Amended and Restated Certificate of Incorporation of the
Registrant (filed as Exhibit 3.01 to the Registrant's
Registration Statement on Form S-1 (Registration No. 333-80141)
and incorporated herein by reference).
4.3 Form of Second Amended and Restated Certificate of Incorporation
of the Registrant (filed as Exhibit 3.02 to the Registrant's
Registration Statement on Form S-1 (Registration No. 333-80141)
and incorporated herein by reference).
4.4 Amended and Restated By-Laws of the Registrant (filed as Exhibit
3.03 to the Registrant's Registration Statement on Form S-1
(Registration No. 333-80141) and incorporated herein by
reference).
4.5 Amended and Restated 1999 Stock Plan (filed as Exhibit 10.01 to
the Registrant's Registration Statement on Form S-1 (Registration
No. 333-80141) and incorporated herein by reference).
4.6 1999 Employee Stock Purchase Plan (filed as Exhibit 10.02 to the
Registrant's Registration Statement on Form S-1 (Registration No.
333-80141) and incorporated herein by reference).
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP (filed herewith)
23.1 Consent of PricewaterhouseCoopers LLP (filed herewith)
23.2 Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit
5.1)
24.1 Power of Attorney (included as part of the signature page to this
Registration Statement)
4
<PAGE>
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 the 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 the
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 estimated 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 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 if the registration statement is on Form S-3, Form S-9
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 with or furnished to the Commission by the
Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
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.
5
<PAGE>
(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 the 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, 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.
6
<PAGE>
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 New Haven, State of Connecticut, on this 5th day of
October, 1999.
DSL.NET, INC.
By: /s/ David Struwas
-------------------------------------
David Struwas
President and Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of DSL.net, Inc., hereby
severally constitute and appoint David F. Struwas and Stephen Zamansky and each
of them, with full power to act without the other, his true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for him
and in his name, place and stead in any and all capacities (until revoked in
writing) to sign all amendments (including post-effective amendments) to this
Registration Statement on Form S-8 of DSL.net. Inc., 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 fully to all intents and purposes as
he might or could do in person thereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute, 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(s) Date
--------- -------- ----
<S> <C> <C>
/s/ David F. Struwas President, Chief Executive Officer and October 5, 1999
- ----------------------------- Director (Principal Executive Officer)
David F. Struwas
/s/ Robert Q. Berlin Chief Financial Officer and Vice October 5, 1999
- ----------------------------- President, Strategic Planning (Principal
Robert Q. Berlin Financial and Accounting Officer)
/s/ Robert Gilbertson Director October 5, 1999
- -----------------------------
Robert Gilbertson
/s/ William J. Marshall Director October 5, 1999
- -----------------------------
William J. Marshall
/s/ William Seifert Director October 5, 1999
- -----------------------------
William Seifert
/s/ James D. Marver Director October 5, 1999
- -----------------------------
James D. Marver
/s/ Paul K. Sun Director October 5, 1999
- -----------------------------
Paul K. Sun
</TABLE>
7
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
- ----------- ----------------------
4.1 Specimen Certificate for shares of the Registrant's Common Stock
(filed as Exhibit 4.01 to the Registrant's Registration Statement
on Form S-1 (Registration No. 333-80141) and incorporated herein
by reference).
4.2 Amended and Restated Certificate of Incorporation of the
Registrant (filed as Exhibit 3.01 to the Registrant's
Registration Statement on Form S-1 (Registration No. 333-80141)
and incorporated herein by reference).
4.3 Form of Second Amended and Restated Certificate of Incorporation
of the Registrant (filed as Exhibit 3.02 to the Registrant's
Registration Statement on Form S-1 (Registration No. 333-80141)
and incorporated herein by reference).
4.4 Amended and Restated By-Laws of the Registrant (filed as Exhibit
3.03 to the Registrant's Registration Statement on Form S-1
(Registration No. 333-80141) and incorporated herein by
reference).
4.5 Amended and Restated 1999 Stock Plan (filed as Exhibit 10.01 to
the Registrant's Registration Statement on Form S-1 (Registration
No. 333-80141) and incorporated herein by reference).
4.6 1999 Employee Stock Purchase Plan (filed as Exhibit 10.02 to the
Registrant's Registration Statement on Form S-1 (Registration No.
333-80141) and incorporated herein by reference).
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP (filed herewith)
23.1 Consent of PricewaterhouseCoopers LLP (filed herewith)
23.2 Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit
5.1)
24.1 Power of Attorney (included as part of the signature page to this
Registration Statement)
8
<PAGE>
Exhibit 5.1
October 4, 1999
DSL.net, Inc.
545 Long Wharf Drive
New Haven, CT 06511
RE: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We are acting as counsel for DSL.net, Inc., a Delaware corporation (the
"Company"), in connection with the registration on a Registration Statement on
-------
Form S-8 (the "Registration Statement") under the Securities Act of 1933 of the
----------------------
offer and sale of up to 12,664,200 shares (the "Shares") of Common Stock, par
------
value $.0005 per share, of the Company to be issued under the Company's Amended
and Restated 1999 Stock Plan and 1999 Employee Stock Purchase Plan
(collectively, the "Plans").
-----
We have examined such documents, records and matters of law as we have
deemed necessary for the purposes of this opinion, and based thereupon we are of
the opinion that the Shares are duly authorized and, when issued and delivered
pursuant to the terms of the Plans against receipt by the Company of the
consideration therefor as provided in the Plans, will be validly issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ TESTA, HURWITZ & THIBEAULT, LLP
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (no. 333-.......) of DSL.net, Inc., of our report dated
May 26, 1999, except as to the stock dividend described in Note 8 which is as of
July 21, 1999, relating to the financial statements and financial statement
schedule which appears in this Registration Statement on Form S-1.
PricewaterhouseCoopers LLP
Hartford, Connecticut
October 4, 1999
