<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 29, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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ALLIED RISER COMMUNICATIONS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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<S> <C> <C>
DELAWARE 4813 75-2789492
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
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1700 PACIFIC AVENUE
DALLAS, TEXAS 75201
(214) 210-3000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
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MICHAEL R. CARPER
SENIOR VICE PRESIDENT
AND GENERAL COUNSEL
1700 PACIFIC AVENUE
SUITE 400
DALLAS, TEXAS 75201
(214) 210-3000
(Name, Address Including Zip Code, and Telephone Number, Including Area Code, of
Agent for Service)
COPIES TO:
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<S> <C>
PHYLLIS G. KORFF JAMES S. SCOTT, SR.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP SHEARMAN & STERLING
919 THIRD AVENUE 599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 10022
(212) 735-3000 (212) 848-4000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO 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, 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. [X] File No. 333-85597
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,
check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE AMOUNT TO BE AGGREGATE OFFERING AGGREGATE OFFERING REGISTRATION
REGISTERED REGISTERED(1) PRICE PER SHARE PRICE(1) FEE
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Common stock, $.0001 par value......... 1,150,000 shares $18.00 20,700,000 5,754.60
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(1) Includes 150,000 shares of Common Stock issuable upon exercise of the
Underwriters' over-allotment option.
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THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE SECURITIES ACT OF 1933.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The contents of the Registration Statement on Form S-1 filed by Allied
Riser Communications Corporation (the "Company"), with the Securities and
Exchange Commission (the "Commission") (File No. 333-85597) pursuant to the
Securities Act of 1933, as amended, are incorporated by reference into this
Registration Statement.
<PAGE> 3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
EXHIBITS
All exhibits filed with or incorporated by reference in Registration
Statement No. 333-85597 are incorporated by reference into, and shall be deemed
a part of, this Registration Statement, except the following which are filed
herewith or specifically incorporated by reference herein from Registration
Statement No. 333-85597. For exhibits incorporated by reference, the location of
the exhibit in the previous filing is indicated in parentheses.
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<CAPTION>
NUMBER DESCRIPTION
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<C> <S>
5.1 -- Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
regarding legality of the shares of Common Stock being
registered.
23.1 -- Consent of Arthur Andersen LLP.
23.2 -- Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(included in its opinion filed as Exhibit 5.1 hereto).
24.1 -- Power of Attorney. (Exhibit 24.1)(1)
</TABLE>
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(1) Included on signature pages to Registration Statement on Form S-1 (File No.
333-85597) filed with the Commission on August 19, 1999.
II-1
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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 Dallas, State of Texas,
on October 29, 1999.
ALLIED RISER COMMUNICATIONS
CORPORATION
/s/ DAVID H. CRAWFORD
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By: David H. Crawford
Title: Chief executive officer
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 date indicated below.
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SIGNATURE TITLE DATE
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<C> <S> <C>
/s/ DAVID H. CRAWFORD Chief executive officer and October 29, 1999
- ----------------------------------------------------- director (principal
David H. Crawford executive officer)
* Senior vice president and October 29, 1999
- ----------------------------------------------------- chief financial officer
Todd C. Doshier (principal financial and
accounting officer)
* Chief operating officer, October 29, 1999
- ----------------------------------------------------- president and director
John M. Todd
* Chief technology officer and October 29, 1999
- ----------------------------------------------------- director
John H. Davis
/s/ * Director and chairman of the October 29, 1999
- ----------------------------------------------------- board
Stephen W. Schovee
* Director October 29, 1999
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Rod F. Dammeyer
* Director October 29, 1999
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William J. Elsner
* Director October 29, 1999
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R. David Spreng
* Director October 29, 1999
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Jeffrey Weitzen
* Director October 29, 1999
- -----------------------------------------------------
Blair P. Whitaker
</TABLE>
II-2
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SIGNATURE TITLE DATE
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<C> <S> <C>
* Director October 29, 1999
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Mary A. Wilderotter
* Director October 29, 1999
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William T. White
*By: /s/ DAVID H. CRAWFORD
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David H. Crawford, As Attorney-In-Fact
</TABLE>
II-3
<PAGE> 6
EXHIBIT INDEX
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<CAPTION>
NUMBER DESCRIPTION
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<C> <S>
5.1 -- Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
regarding legality of the shares of Common Stock being
registered.
23.1 -- Consent of Arthur Andersen LLP.
23.2 -- Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(included in its opinion filed as Exhibit 5.1 hereto).
24.1 -- Power of Attorney. (Exhibit 24.1)(1)
</TABLE>
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(1) Included on signature pages to Registration Statement on Form S-1 (File No.
333-85597) filed with the Commission on August 19, 1999.
<PAGE> 1
EXHIBIT 5.1
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
October 29, 1999
Allied Riser Communications Corporation
1700 Pacific Avenue
Dallas, Texas 75201
Re: Allied Riser Communications Corporation
Registration Statement on Form S-1
Ladies and Gentlemen:
We have acted as special counsel to Allied Riser Communications
Corporation, a Delaware corporation (the "Company"), in relation to the initial
public offering by the Company of up to 16,962,500 shares (including 2,212,500
shares subject to an over-allotment option) pursuant to a Registration Statement
on Form S-1, Registration No. 333-85597 (the "Registration Statement"), and a
related new Registration Statement (the "New Registration Statement") filed with
the Securities and Exchange Commission (the "Commission") on October 29, 1999
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, covering
1,115,000 shares (including 115,000 shares subject to an over-allotment option)
(the "New Shares") of the Company's common stock, par value $0.0001 per share
(the "Common Stock").
This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended
(the "Act").
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the New
Registration Statement (ii) the Registration Statement as filed with the
Commission on August 19, 1999 under the Act; (iii)
<PAGE> 2
Allied Riser Communications Corporation
October 29, 1999
Page 2
Amendment No. 1 to the Registration Statement as filed with the Commission on
September 23, 1999 under the Act; (iv) Amendment No. 2 to the Registration
Statement as filed with the Commission on October 12, 1999 under the Act, (v)
Amendment No. 3 to the Registration Statement as filed with the Commission on
October 20, 1999 under the Act; (vi) Amendment No. 4 to the Registration
Statement as filed with the Commission on October 27, 1999 under the Act (such
Registration Statement, as so amended, being hereinafter referred to as the
"Registration Statement"); (vii) the Underwriting Agreement (the "Underwriting
Agreement") entered into by and among the Company, as issuer, and Goldman, Sachs
& Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Donaldson, Lufkin &
Jenrette Securities Corporation and Thomas Weisel Partners LLC, as
representatives of the several underwriters named therein (the "Underwriters") a
form of which was filed as an exhibit to the Registration Statement; (vii) a
specimen certificate representing the Common Stock; (viii) the Amended and
Restated Certificate of Incorporation of the Company, as currently in effect;
(ix) the Amended and Restated By-Laws of the Company, as currently in effect;
and (x) certain resolutions of the Board of Directors of the Company, dated June
24, 1999, August 11, 1999, September 16, 1999, and October 6, 1999, and drafts
of certain resolutions (the "Draft Resolutions") of the Finance Committee of the
Board of Directors of the Company (the "Finance Committee"), relating to the
issuance and sale of the New Shares and related matters. We also have examined
originals or copies, certified or otherwise identified to our satisfaction, of
such records of the Company and such agreements, certificates of public
officials, certificates of officers or other representatives of the Company and
others, and such other documents, certificates and records as we have deemed
necessary or appropriate as a basis for the opinions set forth herein.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. In making our
examination of executed documents, we have assumed that the parties thereto,
other than the Company, had the power, corporate or other, to enter into and
perform all obligations thereunder and have also assumed the due authorization
by all requisite action, corporate or other, and execution and delivery by such
parties of such documents and the validity and binding effect thereof on such
parties. As to any facts material to the opinions expressed herein which we have
not independently established or verified, we have relied upon statements and
representations of officers and other representatives of the Company and others.
<PAGE> 3
Allied Riser Communications Corporation
October 29, 1999
Page 3
Members of our firm are admitted to the bar in the State of New York
and we do not express any opinion as to the laws of any jurisdiction other than
the General Corporation Law of the State of Delaware, and we do not express any
opinion as to the effect of any other laws on the opinion stated herein.
Based upon and subject to the foregoing, we are of the opinion that
when (i) the New Registration Statement becomes effective under the Act; and
(ii) certificates representing the New Shares in the form of the specimen
certificate examined by us have been manually signed by an authorized officer of
the transfer agent and registrar for the Common Stock and registered by such
transfer agent and registrar, and have been delivered to and paid for by the
Underwriters at a price per share not less than the per share par value of the
Common Stock as contemplated by the Underwriting Agreement, the issuance and
sale of the New Shares will have been duly authorized, and the New Shares will
be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the New Registration Statement. We also consent to the reference
to us under the caption "Legal Matters" in the Registration Statement. In giving
this consent, we do not thereby admit that we are included in the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission.
Very truly yours,
/s/ SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated January 11, 1999 (except with respect to the fifth paragraph of Note 2, as
to which the date is October 12, 1999, and Note 12 as to which the dates are
April 29, 1999 for the matters discussed in the first two paragraphs, and
September 20, 1999 for the matter discussed in the third paragraph, and October
25, 1999 for the matter discussed in the fourth paragraph), on the consolidated
financial statements of Allied Riser Communications Corporation as of December
31, 1997 and 1998 and for the period from inception (December 19, 1996) through
December 31, 1997 and for the year ended December 31, 1998 (and to all
references to our Firm), included in or made a part of this Registration
Statement No. 333- on Form S-1.
/S/ ARTHUR ANDERSEN LLP
Dallas, Texas
October 28, 1999
