<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 1, 2000
REGISTRATION NO. 333- 36860
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------
VELOCOM INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 4813 84-1461991
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
6400 South Fiddlers Green Circle
Suite 710
Englewood, Colorado 80111
(303) 874-1120
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
Billi R. McCullough
General Counsel
VeloCom Inc.
6400 South Fiddlers Green Circle
Suite 710
Englewood, Colorado 80111
(303) 874-1371
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
<TABLE>
<S> <C>
LESLIE N. SILVERMAN, Esq. ANTONIA E. STOLPER, Esq.
Cleary, Gottlieb, Steen & Hamilton Shearman & Sterling
One Liberty Plaza 599 Lexington Avenue
New York, New York 10006 New York, New York 10022
(212) 225-2000 (212) 848-4000
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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, please 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, please 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(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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE> 2
EXPLANATORY NOTE
Amendment No. 1 is being filed solely for the purpose of making certain
changes to Part II of the Registration Statement and filing certain exhibits to
the Registration Statement.
<PAGE> 3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses in connection with
the issuance and distribution of the common stock being registered, other than
underwriting discounts and commissions.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee......... $ 79,200
----------
National Association of Securities Dealers, Inc. filing
fee....................................................... $ 30,500
----------
Nasdaq national market application fee...................... *
Legal fees and expenses..................................... *
Accounting fees and expenses................................ *
Blue Sky qualification fees and expenses.................... *
Printing and engraving expenses............................. *
Registrar and transfer agent's fee.......................... *
Miscellaneous expenses...................................... *
----------
Total............................................. $ *
==========
</TABLE>
------------
* To be filed by amendment.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("Section 145") permits
indemnification of directors, officers, agents and controlling persons of a
corporation under certain conditions and subject to certain limitations. The
Registrant's Third Amended and Restated Certificate of Incorporation provides
that the Registrant shall indemnify all persons whom it may indemnify to the
fullest extent permitted under Section 145. Section 145 and the Registrant's
Bylaws empower the Registrant to purchase and maintain insurance that protects
its officers, directors, employees and agents against liabilities incurred in
connection with their service in such positions. The Registrant currently
maintains director and officer liability insurance.
The form of Underwriting Agreement filed as Exhibit 1.1 to this
Registration Statement provides for indemnification by the underwriters of the
Registrant and its officers and directors, and by the Registrant of the
underwriters, for certain liabilities arising under the Securities Act.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
The following information relates to securities issued or sold by the
Registrant since April 29, 1998, the date of the Registrant's inception. During
that time, the Registrant has issued unregistered securities in the transactions
described below. Securities issued in such transactions were offered and sold in
reliance upon the exemption from registration under Section 4(2) of the
Securities Act, relating to offers of securities by an issuer not involving any
public offering, or under Rule 701 under the Securities Act, relating to
transactions pursuant to compensatory benefit plans and contracts relating to
compensation. The offers and sales of securities described below were made
without an underwriter and the certificates representing the securities bear a
restrictive legend permitting the transfer of the securities only upon their
registration under, or pursuant to an exemption from the registration
requirements of, the Securities Act.
(1) From April 29, 1998 to the present, the Registrant has granted options
to certain of its employees, directors and certain related parties to purchase
an aggregate of 6,277,833 shares of its common stock pursuant to the
Registrant's 1998 Stock Option Plan, as amended.
(2) On May 5, 1998, the Registrant issued an aggregate of 400,000 shares of
common stock to Telecom Partners II, L.P. for an aggregate purchase price of
$400,000.
II-1
<PAGE> 4
(3) On June 30, 1998, the Registrant issued an aggregate of 3,432,150
shares of common stock to Telecom Partners II, L.P., Centennial Fund V, L.P. and
certain of its affiliates, Crescendo World Fund, L.L.C. and certain of the
Registrant's directors, for an aggregate purchase price of $3,432,150.
(4) On January 6, 1999, the Registrant issued an aggregate of 300,000
shares of common stock to certain of its officers and directors for an aggregate
purchase price of $300,000.
(5) On January 26, 1999, the Registrant entered into a Series A Preferred
Stock Purchase Agreement for the sale to certain of its stockholders of an
aggregate of 10,000,000 shares of Series A preferred stock for an aggregate
purchase price of $30,000,000.
(6) On February 12, 1999, the Registrant issued an aggregate of 75,000
shares of common stock to certain of its officers and REINCO Corp., for an
aggregate purchase price of $168,750.
(7) On May 7, 1999, the Registrant entered into a Second Series A Preferred
Stock Purchase Agreement for the sale to certain of its stockholders and certain
directors and officers of an aggregate of 5,000,000 shares of Series A preferred
stock for an aggregate purchase price of $15,000,000.
(8) On May 8, 1999, the Registrant issued an aggregate of 25,000 shares of
common stock to one of its officers for an aggregate purchase price of $56,250.
(9) On June 15, 1999, the Registrant issued an aggregate of 141,753 shares
of common stock to certain officers and directors, North River Ventures, Inc.
Pension Plan and certain other individuals, for an aggregate purchase price of
$425,259.
(10) On June 18, 1999, the Registrant issued an aggregate of 83,333 shares
of common stock to one of its officers for an aggregate purchase price of
$249,999.
(11) On September 27, 1999, the Registrant issued an aggregate of 4,330,709
shares of common stock and 7,840,000 shares of Series A preferred stock to SLI
Wireless S.A. in exchange for certain assets and approximately $13,800,000 in
cash.
(12) On September 27, 1999 the Registrant issued an aggregate of 1,574,803
shares of common stock and 7,866,333 shares of Series A preferred stock to
Formus Communications -- Latin America Holdings, LLC in exchange for certain
assets and approximately $20,800,000 in cash.
(13) On September 27, 1999, the Registrant issued an aggregate of 1,673,228
shares of common stock to Taquari Participacoes S.A. and certain of its
affiliates in exchange for certain assets and forgiveness of a note payable from
the Registrant to Taquari in a principal amount of $3,300,000.
(14) On September 27, 1999, the Registrant issued approximately $13,600,000
in aggregate principal amount of 7% secured promissory notes to PCN do Brasil
and Inepar S/A Industria e Construcoes in exchange for certain assets.
(15) On September 29, 1999, the Registrant issued an aggregate of 25,000
shares of common stock to one of its officers for an aggregate purchase price of
$75,000.
(16) On December 6, 1999, the Registrant entered into a Series B Preferred
Stock Purchase Agreement for the sale to certain of its stockholders and
officers and directors of an aggregate of 24,219,853 shares of Series B
preferred stock for an aggregate purchase price of $142,500,000.
(17) On January 7, 2000, the Registrant entered into a Follow-On Series
B/B-1 Preferred Stock Purchase Agreement for the sale to certain of its
stockholders and certain officers and directors of an aggregate of 15,479,059
shares of Series B preferred stock and 1,967,754 shares of Series B-1 preferred
stock for an aggregate purchase price of $157,000,000.
(18) On April 20, 2000, the Registrant entered into a Series C Preferred
Stock Purchase Agreement for the sale to one of its stockholders and certain of
its officers of an aggregate of 5,102,000 shares of Series C preferred stock for
an aggregate purchase price of $51,020,000.
II-2
<PAGE> 5
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
<C> <S>
1.1** Form of Underwriting Agreement.
3.1* Third Amended and Restated Certificate of Incorporation of
the Registrant.
3.2** Form of Fourth Amended and Restated Certificate of
Incorporation of the Registrant to become effective upon the
closing of the offering.
3.3* Bylaws of the Registrant.
3.4** Form of Amended and Restated Bylaws of the Registrant to
become effective upon the closing of the offering.
4.1 Third Amended and Restated Investors Agreement, dated as of
January 7, 2000, as amended February 11, 2000 and April 20,
2000, between the Registrant and certain holders of stock.
4.2** Form of Common Stock Certificate of the Registrant.
5.1** Opinion of Cleary, Gottlieb, Steen & Hamilton as to the
legality of the securities being registered (including
consent).
10.1 Common Agreement, dated as of December 27, 1999, among
Vesper Sao Paulo S.A., Vesper Holding Sao Paulo S.A., Vesper
Sao Paulo Cayman, the Administrative Agents and Citibank,
N.A., and Banco Citibank, S.A.(+)
10.2 Credit Agreement, dated as of December 27, 1999, among
Vesper Sao Paulo S.A., Vesper Holding Sao Paulo S.A., Vesper
Sao Paulo Cayman and Societe Generale, New York Branch.(+)
10.3 Common Terms Agreement, dated as of December 13, 1999, among
Vesper Holding S.A., Vesper S.A., ABN AMRO Bank N.V., Harris
Corporation, Other Pari Passu Facility Agents, and LaSalle
Bank National Association.(+)
10.4 Secured Note Purchase Agreement, dated as of December 13,
1999, among Vesper S.A., ABN AMRO Bank N.V., the Banks and
other Entities and Nortel Networks Corporation.(+)
10.5 Secured Note Purchase Agreement, dated as of December 13,
1999, among Vesper S.A., ABN AMRO Bank N.V. and Qualcomm
Incorporated, the Banks and Other Entities.(+)
10.6 Equipment Supply and Services Agreement, dated as of August
4, 1999, between Mirror S.A. and Ericsson Telecomunicacoes
S.A.(+)
10.7 Equipment Supply and Services Agreement, dated as of July 9,
1999, between Mirror S.A. and Nortel Networks
Corporation.(+)
10.8 Equipment Supply and Services Agreement, dated as of
September 30, 1999, between Megatel do Brasil S.A. and
Lucent Technologies World Services Inc.(+)
10.9 Technical Services Agreement, dated as of September 27,
1999, between the Registrant and Formus Communications, Inc.
10.10 Technical Services Agreement, Know-How Transfer and
Technical Services Agreement and Secondment Agreement, dated
as of July 30, 1999, between Bell Canada International Inc.
and Megatel do Brasil S.A.
In accordance with Instruction 2 to Item 601 of Regulation
S-K, the following agreement was not filed as an exhibit
because it is substantially identical in all material
respects to Exhibit 10.10: Technical Services Agreement,
Know-How Transfer and Technical Services Agreement and
Secondment Agreement, dated as of May 27, 1999, between Bell
Canada International Inc. and Mirror S.A.
</TABLE>
II-3
<PAGE> 6
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
<C> <S>
10.11 Technical Services Agreement, dated May 22, 2000, between
the Registrant and Vesper Sao Paulo S.A.
In accordance with Instruction 2 to Item 601 of Regulation
S-K, the following agreement was not filed as an exhibit
because it is substantially identical in all material
respects to Exhibit 10.11: Technical Services Agreement,
dated May 22, 2000 between the Registrant and Vesper S.A.
10.12** Amended and Restated Shareholders Agreement of Vesper
Holding Sao Paulo S.A., dated May 2000, among the
Registrant, Qualcomm Incorporated and Bell Canada
International Inc.
In accordance with Instruction 2 to Item 601 of Regulation
S-K, the following agreement was not filed as an exhibit
because it is substantially identical in all material
respects to Exhibit 10.12: Amended and Restated Shareholders
Agreement of Vesper Holding S.A. dated May 2000, among the
Registrant, Qualcomm Incorporated and Bell Canada
International Inc.
10.13 BV Interativa Shareholders Agreement, dated as of March 22,
2000, among the Registrant, Qualcomm Incorporated and Bell
Canada International Inc.
10.14 1998 Stock Option Plan of the Registrant, as amended and
restated effective October 15, 1999.
10.15 Employment Agreement by and between the Registrant and David
J. Leonard, effective as of October 1, 1998.
10.16 Employment Agreement by and between the Registrant and Barry
L. Rowan, effective as of July 12, 1999.
10.17 Employment Agreement by and between the Registrant and John
Gowen, effective as of November 9, 1998.
10.18 Employment Agreement by and between the Registrant and
Gregory P. Sadler, effective as of November 2, 1998.
10.19 Employment Agreement by and between the Registrant and R.
Dwayne House, effective as of January 4, 1999.
10.20 Series A Preferred Stock Purchase Agreements, dated as of
January 26, 1999 and May 7, 1999, between the Registrant and
certain holders of stock and directors and officers.
10.21 Series B Preferred Stock Purchase Agreement, dated as of
December 6, 1999, between the Registrant and certain holders
of stock and directors and officers (as amended on December
31, 1999).
10.22 Follow-On Series B/B-1 Preferred Stock Purchase Agreement,
dated as of December 20, 1999, between the Registrant and
certain holders of stock and directors and officers.
10.23 Supplemental Series B Preferred Stock Purchase Agreement,
dated as of January 8, 2000.
10.24 Series C Preferred Stock Purchase Agreement, dated as of
April 12, 2000, between the Registrant, El Paso Energy
Communications Company and certain officers.
21.1** Subsidiaries of the Registrant.
</TABLE>
II-4
<PAGE> 7
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
<C> <S>
23.1* Consent of Arthur Andersen LLP, Denver, Colorado.
23.2* Consent of Arthur Andersen S/C, Rio de Janeiro, Brazil.
23.3* Consent of Pistrelli, Diaz Y Asociados, Member Firm of
Arthur Andersen.
23.4** Consent of Cleary, Gottlieb, Steen & Hamilton (contained in
its opinion to be filed as Exhibit 5.1 hereto).
24.1* Power of Attorney.
27.1** Financial Data Schedule.
</TABLE>
---------------
* Previously filed.
** To be filed by amendment.
+ This Exhibit has been filed separately with the Securities and Exchange
Commission pursuant to an application for confidential treatment. The
confidential portions of this Exhibit have been marked by an asterisk.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(a) 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 Securities Act of 1933 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 of 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.
(b) (1) That for purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed
to be part of this Registration Statement as of the time it was declared
effective.
(2) That for the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus 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) The undersigned registrant hereby undertakes to provide to the
underwriters at the closing specified in the Underwriting Agreement
certificates in such denominations and registered in such names as required
by the underwriters to permit prompt delivery to each purchaser.
II-5
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 1 to its registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Englewood, State of Colorado, on August 1, 2000.
VELOCOM INC.
By: /s/ BARRY L. ROWAN
----------------------------------
Name: Barry L. Rowan
Title: Chief Financial 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 dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLES DATE
--------- ------ ----
<C> <S> <C>
/s/ DAVID J. LEONARD Chief Executive Officer and August 1, 2000
----------------------------------------------------- Director (principal executive
David J. Leonard officer)
/s/ BARRY L. ROWAN Chief Financial Officer August 1, 2000
----------------------------------------------------- (principal financial officer
Barry L. Rowan and principal accounting
officer)
/s/ FRED A. VIERRA* Chairman of the Board of August 1, 2000
----------------------------------------------------- Directors
Fred A. Vierra
/s/ WILLIAM J. ELSNER* Director August 1, 2000
-----------------------------------------------------
William J. Elsner
/s/ STEVEN C. HALSTEDT* Director August 1, 2000
-----------------------------------------------------
Steven C. Halstedt
/s/ ANTHONY DAFFER* Director August 1, 2000
-----------------------------------------------------
Anthony Daffer
/s/ BERNARD W. SCHOTTERS, II* Director August 1, 2000
-----------------------------------------------------
Bernard W. Schotters, II
/s/ GUILLERMO LIBERMAN* Director August 1, 2000
-----------------------------------------------------
Guillermo Liberman
/s/ LUIS GONZALEZ LANUZA* Director August 1, 2000
-----------------------------------------------------
Luis Gonzalez Lanuza
/s/ BERNARD DVORAK* Director August 1, 2000
-----------------------------------------------------
Bernard Dvorak
/s/ JACQUES GLIKSBERG* Director August 1, 2000
-----------------------------------------------------
Jacques Gliksberg
</TABLE>
II-6
<PAGE> 9
<TABLE>
<CAPTION>
SIGNATURE TITLES DATE
--------- ------ ----
<C> <S> <C>
/s/ MICHAEL GREELEY* Director August 1, 2000
-----------------------------------------------------
Michael Greeley
/s/ SCOTT PERPER* Director August 1, 2000
-----------------------------------------------------
Scott Perper
/s/ WILLIAM SMITH* Director August 1, 2000
-----------------------------------------------------
William Smith
*By: /s/ BARRY L. ROWAN
-------------------------------------------------
Barry L. Rowan, as Attorney-In-Fact
</TABLE>
II-7
<PAGE> 10
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
<C> <S>
1.1** Form of Underwriting Agreement.
3.1* Third Amended and Restated Certificate of Incorporation of
the Registrant.
3.2** Form of Fourth Amended and Restated Certificate of
Incorporation of the Registrant to become effective upon the
closing of the offering.
3.3* Bylaws of the Registrant.
3.4** Form of Amended and Restated Bylaws of the Registrant to
become effective upon the closing of the offering.
4.1 Third Amended and Restated Investors Agreement, dated as of
January 7, 2000, as amended February 11, 2000 and April 20,
2000, between the Registrant and certain holders of stock.
4.2** Form of Common Stock Certificate of the Registrant.
5.1** Opinion of Cleary, Gottlieb, Steen & Hamilton as to the
legality of the securities being registered (including
consent).
10.1 Common Agreement, dated as of December 27, 1999, among
Vesper Sao Paulo S.A., Vesper Holding Sao Paulo S.A., Vesper
Sao Paulo Cayman, the Administrative Agents and Citibank,
N.A., and Banco Citibank, S.A.(+)
10.2 Credit Agreement, dated as of December 27, 1999, among
Vesper Sao Paulo S.A., Vesper Holding Sao Paulo S.A., Vesper
Sao Paulo Cayman and Societe Generale, New York Branch.(+)
10.3 Common Terms Agreement, dated as of December 13, 1999, among
Vesper Holding S.A., Vesper S.A., ABN AMRO Bank N.V., Harris
Corporation, Other Pari Passu Facility Agents, and LaSalle
Bank National Association.(+)
10.4 Secured Note Purchase Agreement, dated as of December 13,
1999, among Vesper S.A., ABN AMRO Bank N.V., the Banks and
other Entities and Nortel Networks Corporation.(+)
10.5 Secured Note Purchase Agreement, dated as of December 13,
1999, among Vesper S.A., ABN AMRO Bank N.V. and Qualcomm
Incorporated, the Banks and Other Entities.(+)
10.6 Equipment Supply and Services Agreement, dated as of August
4, 1999, between Mirror S.A. and Ericsson Telecomunicacoes
S.A.(+)
10.7 Equipment Supply and Services Agreement, dated as of July 9,
1999, between Mirror S.A. and Nortel Networks
Corporation.(+)
10.8 Equipment Supply and Services Agreement, dated as of
September 30, 1999, between Megatel do Brasil S.A. and
Lucent Technologies World Services Inc.(+)
10.9 Technical Services Agreement, dated as of September 27,
1999, between the Registrant and Formus Communications, Inc.
10.10 Technical Services Agreement, Know-How Transfer and
Technical Services Agreement and Secondment Agreement, dated
as of July 30, 1999, between Bell Canada International Inc.
and Megatel do Brasil S.A.
In accordance with Instruction 2 to Item 601 of Regulation
S-K, the following agreement was not filed as an exhibit
because it is substantially identical in all material
respects to Exhibit 10.10: Technical Services Agreement,
Know-How Transfer and Technical Services Agreement and
Secondment Agreement, dated as of May 27, 1999, between Bell
Canada International Inc. and Mirror S.A.
</TABLE>
<PAGE> 11
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
<C> <S>
10.11 Technical Services Agreement, dated May 22, 2000, between
the Registrant and Vesper Sao Paulo S.A.
In accordance with Instruction 2 to Item 601 of Regulation
S-K, the following agreement was not filed as an exhibit
because it is substantially identical in all material
respects to Exhibit 10.11: Technical Services Agreement,
dated May 22, 2000 between the Registrant and Vesper S.A.
10.12** Amended and Restated Shareholders Agreement of Vesper
Holding Sao Paulo S.A., dated May 2000, among the
Registrant, Qualcomm Incorporated and Bell Canada
International Inc.
In accordance with Instruction 2 to Item 601 of Regulation
S-K, the following agreement was not filed as an exhibit
because it is substantially identical in all material
respects to Exhibit 10.12: Amended and Restated Shareholders
Agreement of Vesper Holding S.A. dated May 2000, among the
Registrant, Qualcomm Incorporated and Bell Canada
International Inc.
10.13 BV Interativa Shareholders Agreement, dated as of March 22,
2000, among the Registrant, Qualcomm Incorporated and Bell
Canada International Inc.
10.14 1998 Stock Option Plan of the Registrant, as amended and
restated effective October 15, 1999.
10.15 Employment Agreement by and between the Registrant and David
J. Leonard, effective as of October 1, 1998.
10.16 Employment Agreement by and between the Registrant and Barry
L. Rowan, effective as of July 12, 1999.
10.17 Employment Agreement by and between the Registrant and John
Gowen, effective as of November 9, 1998.
10.18 Employment Agreement by and between the Registrant and
Gregory P. Sadler, effective as of November 2, 1998.
10.19 Employment Agreement by and between the Registrant and R.
Dwayne House, effective as of January 4, 1999.
10.20 Series A Preferred Stock Purchase Agreements, dated as of
January 26, 1999 and May 7, 1999, between the Registrant and
certain holders of stock and directors and officers.
10.21 Series B Preferred Stock Purchase Agreement, dated as of
December 6, 1999, between the Registrant and certain holders
of stock and directors and officers (as amended on December
31, 1999).
10.22 Follow-On Series B/B-1 Preferred Stock Purchase Agreement,
dated as of December 20, 1999, between the Registrant and
certain holders of stock and directors and officers.
10.23 Supplemental Series B Preferred Stock Purchase Agreement,
dated as of January 8, 2000.
10.24 Series C Preferred Stock Purchase Agreement, dated as of
April 12, 2000, between the Registrant, El Paso Energy
Communications Company and certain officers.
21.1** Subsidiaries of the Registrant.
</TABLE>
<PAGE> 12
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
<C> <S>
23.1* Consent of Arthur Andersen LLP, Denver, Colorado.
23.2* Consent of Arthur Andersen S/C, Rio de Janeiro, Brazil.
23.3* Consent of Pistrelli, Diaz Y Asociados, Member Firm of
Arthur Andersen.
23.4** Consent of Cleary, Gottlieb, Steen & Hamilton (contained in
its opinion to be filed as Exhibit 5.1 hereto).
24.1* Power of Attorney.
27.1** Financial Data Schedule.
</TABLE>
---------------
* Previously filed.
** To be filed by amendment.
+ This Exhibit has been filed separately with the Securities and Exchange
Commission pursuant to an application for confidential treatment. The
confidential portions of this Exhibit have been marked by an asterisk.
