As filed with the Securities and Exchange Commission on September 29, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CHOICE ONE COMMUNICATIONS INC.
(exact name of registrant as specified in its charter)
DELAWARE 16-1550742
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
100 Chestnut Street, Suite 600, Rochester, New York 14604-2417
(Address of Principal Executive Offices) (Zip Code)
CHOICE ONE COMMUNICATIONS INC. 1998 EMPLOYEE STOCK OPTION PLAN
(May 2000 Restatement)
(Full title of the Plan(s))
Ajay Sabherwal
Executive Vice President, Finance and Chief Financial Officer
Choice One Communications Inc.
100 Chestnut Street, Suite 600
Rochester, New York 14607-2417
(716) 246-4231
Facsimile (716) 530-2733
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
James A. Locke III, Esq.
Nixon Peabody LLP
1300 Clinton Square
Rochester, New York 14604
(716) 263-1000
Facsimile (716) 263-1600
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be price per Offering Registration
Registered(1) Registered(1) share(2) Price(2) Fee
---------------- ----------------- ------------ --------------- ---------------
<S> <C> <C> <C> <C>
Common Stock 4,936,209 $11.16 $55,088,092 $14,543
$.01 par value
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(1) Pursuant to Rule 416(b) under the Securities Act of 1933, this registration
statement covers such additional shares of Common Stock as may be issuable
pursuant to anti-dilution provisions of the Plan. (2) Inserted solely for the
purpose of calculating the registration fee pursuant to Rule 457(h)(1) and
estimated in accordance with Rule-457(c) under the Securities Act of 1933 solely
for the purpose of calculating the registration fee.
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-2-
The contents of the following document which has been filed by Choice
One Communications Inc. (the "Company") with the Securities and Exchange
Commission are incorporated herein by reference: The Company's Registration
Statement, dated February 22, 2000 on Form S-8 (File No. 333-30862) and filed
with the Securities and Exchange Commission pursuant to the Securities Act of
1933.
Part II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
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 Rochester, State of New York, on the 21st day of
September, 2000.
CHOICE ONE COMMUNICATIONS INC.
By: /s/John J. Zimmer
------------------------------
John J. Zimmer
Vice President - Finance
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Ajay Sabherwal, John J. Zimmer
and Kim Robert Scovill, and each of them, 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 to sign any and all amendments
(including post-effective amendments) to the Registration Statement, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that each said attorneys-in-fact and agents or any of them or
their or his substitute or substitutes, 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.
SIGNATURE TITLE DATE
--------- ----- ----
/s/Steve M. Dubnik Chairman, President and September 21, 2000
----------------------- Chief Executive Officer
Steve M. Dubnik (Principal Executive Officer)
/s/Ajay Sabherwal Executive Vice President, September 21, 2000
----------------------- Finance and Chief Financial
Ajay Sabherwal Officer (Principal
Financial Officer)
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-3-
/s/John B. Ehrenkranz Director September 21, 2000
-----------------------
John B. Ehrenkranz
/s/Bruce M. Hernandez Director September 21, 2000
-----------------------
Bruce M. Hernandez
/s/Michael M. Janson Director September 21, 2000
-----------------------
Michael M. Janson
/s/Robert M. Van Degna Director September 21, 2000
-----------------------
Robert M. Van Degna
Director September 21, 2000
-----------------------
Royce Holland
Director September 21, 2000
-----------------------
Richard Postma
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EXHIBIT INDEX
Exhibit No. Description Location
---------- -------------- ------------
4.1 1998 Employee Stock Option Plan Filed Herewith
(May, 2000 Restatement)
4.2 Amended and Restated Contained in Exhibit 3.1 of
Certificate of Incorporation Choice One's Registration
Statement on Form S-1
dated January 27, 2000
(File No. 333-91321)
4.3 Amendment to Certificate of Contained in Exhibit 3.1 of
Incorporation Choice One's Form 8-K filed
on August 11, 2000 (File No.
0-29279)
5.1 Legal Opinion of Nixon Peabody LLP Filed Herewith
23.1 Consent of Nixon Peabody LLP Contained in opinion filed
as Exhibit 5.1 to this
Registration Statement
23.2 Consent of Arthur Andersen LLP Filed Herewith
independent accountants
23.3 Consent of Ernst & Young LLP Filed Herewith
independent accountants
23.4 Consent of BDO Seidman, LLP Filed Herewith
independent accountants
24.1 Power of Attorney Included in Part II of this
Registration Statement
