<PAGE>
As filed with the Securities and Exchange Commission on August 24, 2000
REGISTRATION STATEMENT NO. 333-
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------------
INTERSPEED, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 04-3333365
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
39 HIGH STREET
NORTH ANDOVER, MASSACHUSETTS 01845
(978) 688-6164
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
INTERSPEED, INC. 2000 STOCK OPTION AND GRANT PLAN
FOR NON-OFFICER EMPLOYEES
(FULL TITLE OF THE PLAN)
------------------------------------
STEPHEN A. IDE
PRESIDENT
INTERSPEED, INC.
39 HIGH STREET
NORTH ANDOVER, MASSACHUSETTS 01845
(978) 688-6164
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------------------
With copy to:
THOMAS P. STORER, P.C.
GOODWIN, PROCTER & HOAR LLP
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
(617) 570-1000
------------------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
Title of Securities Being Amounts to be Proposed Maximum Offering Proposed Maximum Amount of
Registered Registered (1) Price Per Share (2) Aggregate Offering Price Registration Fee
<S> <C> <C> <C> <C>
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 387,330 shares $ 11.65625 $ 4,514,815.3125 $ 1192.00
per share 105,500 shares $ 11.50 $ 1,213,250.00 $ 321.00
7,170 shares $ 16.75 $ 120,097.50 $ 32.00
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement also relates to such indeterminate number of
additional shares of Common Stock, par value $.01 per share, of Interspeed,
Inc. (the "Common Stock") as may be required pursuant to the Interspeed,
Inc. 1999 Stock Option and Grant Plan (the "Option Plan") in the event of a
stock dividend, reverse stock split, split-up, recapitalization, forfeiture
of stock under the Option Plan or other similar event.
(2) This calculation is made solely for the purpose of determining the
registration fee pursuant to Rule 457(h) under the Securities Act of 1933
as follows: (a) in the case of shares of Common Stock which may be
purchased upon the exercise of outstanding options which have been
previously granted, the fee is calculated on the basis of the price at
which the options may be exercised; and (b) in the case of shares of Common
Stock for which options have not yet been granted and the price of which is
therefore unknown, the fee is calculated on the basis of the average of the
high and low sale price for a share of Common Stock, as reported on the
Nasdaq National Market System as of a date within 5 business days prior to
filing this Registration Statement.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. PLAN INFORMATION.*
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in the Section 10(a)
Prospectuses is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 (the "Securities Act") and the Introductory
Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Interspeed, Inc. (the "Registrant") hereby incorporates by reference the
following documents which have previously been filed with the Securities and
Exchange Commission (the "Commission"):
(a) the Registrant's Annual Report on Form 10-K for the year ended
September 30, 1999, as filed with the Commission on December 29, 1999
pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act");
(b) all other reports filed with the Commission by the Registrant pursuant
to Section 13(a) or 15(d) of the Exchange Act since September 30,
1999; and
(c) the description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A, dated September 21, 1999, as filed
with the Commission on September 21, 1999 pursuant to Section 12(g) of
the Exchange Act and any amendments or reports filed for the purpose
of updating such description.
In addition, 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 hereto that indicates that all
securities offered hereunder 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. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein or in any subsequently filed document
which also is incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. DESCRIPTION OF SECURITIES.
Not Applicable.
2
<PAGE>
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In accordance with Section 145 of the General Corporation Law of the State
of Delaware (the "DGCL"), Article VII of the Registrant's Amended and Restated
Certificate of Incorporation (the "Certificate") provides that no director of
the Registrant shall be personally liable to the Registrant or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Registrant
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) in respect
of certain unlawful dividend payments or stock redemptions or repurchases, or
(iv) for any transaction from which the director derived an improper personal
benefit. In addition, the Certificate provides that if the DGCL is amended to
authorize the further elimination or limitation of the personal liability of
directors, then the liability of a director of the Registrant shall be
eliminated or limited to the fullest extent permitted by the DGCL, as so
amended.
Article V of the Registrant's Amended and Restated By-laws (the "By-laws")
provides for indemnification by the Registrant of its officers and certain
non-officer employees under certain circumstances against expenses (including
attorneys fees, judgments, fines and amounts paid in settlement) reasonably
incurred in connection with the defense or settlement of any threatened, pending
or completed legal proceeding in which any such person is involved by reason of
the fact that such person is or was an officer or an employee of the Registrant
if such person acted in good faith and in a manner he or she reasonably believed
to be in, or not opposed to, the best interests of the Registrant, and, with
respect to criminal actions or proceedings, that such person had no reasonable
cause to believe his or her conduct was unlawful. We have also obtained
directors' and officers' insurance against certain liabilities.
The Stockholder Rights Agreement, filed as Exhibit 10.6 to the Registrant's
Registration Statement on Form S-1 (File No. 333-81071), provides for
indemnification by the Registrant of Brooktrout, Inc., a stockholder of the
Registrant and the controlling persons of such stockholder (one of whom is a
director of the Registrant) against claims and liabilities, including claims and
liabilities arising under the securities laws.
Under Section 6 of the Underwriting Agreement filed as Exhibit 1.1 to the
Registrant's Registration Statement on Form S-1 (File No. 333-81071), the
Underwriters (as defined therein) agreed to indemnify, under certain conditions,
the Registrant, its directors, certain officers and persons who control the
Registrant within the meaning of the Securities Act against certain liabilities.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
The following is a complete list of exhibits filed or incorporated by
reference as part of this Registration Statement.
EXHIBIT
*3.1 Amended and Restated Certificate of Incorporation of Registrant.
*3.2 Amended and Restated By-laws of Registrant.
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered.
10.1 Interspeed, Inc. 2000 Stock Option and Grant Plan for Non-Officer
Employees.
23.1 Consent of Counsel (included in Exhibit 5.1 hereto).
23.2 Consent of Deloitte & Touche LLP
24.1 Powers of Attorney (included in the signature page of this
Registration Statement).
3
<PAGE>
* Incorporated by reference to the relevant exhibit to the Registrant's
Annual Report of Form 10-K, as filed with the Commission on December
29, 1999.
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;
(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; and
(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) herein do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the undersigned registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference
in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act, 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; and
(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, each
filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) 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 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 Securities Act, and
4
<PAGE>
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.
5
<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 Town of North Andover, The Commonwealth of Massachusetts, on
this 24th day of August, 2000.
INTERSPEED, INC.
By: /s/ Stephen A. Ide
----------------------------------
Stephen A. Ide
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints each of Stephen A. Ide and William J. Burke such
person's true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for such person and in such person's 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 all documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent 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 to all intents and purposes as such person might or could do
in person, hereby ratifying and confirming all that any said attorney-in-fact
and agent, or any substitute or substitutes of any of them, 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 by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Stephen A. Ide
-------------------- President and Director (Principal
Stephen A. Ide Executive Officer) August 24, 2000
/s/ Rajeev Agarwal Chief Technology Officer, Senior
-------------------- Vice President-Research and August 24, 2000
Rajeev Agarwal Development and Director
/s/ William J. Burke Chief Financial Officer, Senior
---------------------- Vice President-Finance, and August 24, 2000
William J. Burke Treasurer (Principal Financial
and Accounting Officer)
/s/ Eric R. Giler
------------------- Director August 24, 2000
Eric R. Giler
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
_______________________ Director August __, 2000
Robert G. Barrett
/s/ Paul J. Severino
----------------------- Director August 24, 2000
Paul J. Severino
</TABLE>
7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
*3.1 Amended and Restated Certificate of Incorporation of
Interspeed, Inc.
*3.2 Amended and Restated By-laws of Interspeed, Inc.
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of
the securities being registered.
10.1 Interspeed, Inc. 2000 Stock Option and Grant Plan for
Non-Officer Employees.
23.1 Consent of Counsel (included in Exhibit 5.1 hereto).
23.2 Consent of Deloitte & Touche LLP
24.1 Powers of Attorney (included in the signature page of this
Registration Statement).
</TABLE>
* Incorporated by reference to the relevant exhibit to the
Registrant's Annual Report on Form 10-K, as filed with the
Commission on December 29, 1999.
8
