<PAGE>
As filed with the Securities and Exchange Commission on February 11, 2000
Registration No. 333-91615
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
-----------
Post-Effective Amendment No. 1
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------
VIA NET.WORKS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 7370 84-1412512
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification No.)
incorporation or Classification Code
organization) Number)
-----------
12100 Sunset Hills Road, Suite 110
Reston, VA 20190
(703) 464-0300
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive office)
-----------
David M. D'Ottavio
Chief Executive Officer
VIA NET.WORKS, Inc.
12100 Sunset Hills Road, Suite 110
Reston, VA 20190
(703) 464-0300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-----------
Copies to:
Steven A. Museles David J. Johnson, Jr.
Suzanne A. Barr David G. Pommerening
Hogan & Hartson L.L.P. O'Melveny & Myers LLP
555 Thirteenth Street, N.W. 555 Thirteenth Street, N.W.
Washington, DC 20004-1109 Washington, DC 20004-1109
(202) 637-5600 (202) 383-5300
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, 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 of 1933, 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 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. [X] 333-91615
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.
- - --------------------------------------------------------------------------------
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
The following table shows the various fees and expenses, other than the
underwriting discounts and commissions, payable by the Registrant in connection
with the sale of the common stock being registered under this registration
statement. All amounts shown are estimates except for the Securities and
Exchange Commission registration fee, the NASD filing fee and the Nasdaq
National Market listing fee.
<TABLE>
<S> <C>
SEC Registration fee.......................................... $ 97,048
NASD filing fee............................................... 30,500
Nasdaq National Market listing fee............................ 95,000
Amsterdam Stock Exchange listing fee.......................... 5,000
Printing and engraving expenses............................... 350,000
Legal fees and expenses....................................... 600,000
Accounting fees and expenses.................................. 1,700,000
Blue Sky fees and expenses (including legal fees)............. 3,500
Transfer agent and registrar fees and expenses................ 7,000
Miscellaneous................................................. 5,805
----------
Total..................................................... $2,893,853
==========
</TABLE>
VIA will bear all expenses shown above.
Item 14. Indemnification of Directors and Officers.
Upon completion of this offering, the Certificate of Incorporation and Bylaws
of the Registrant will provide for the indemnification of the Registrant's
directors and officers to the fullest extent authorized by, and subject to the
conditions set forth in the Delaware General Corporation Law (the "DGCL"),
except that the Registrant will indemnify a director or officer in connection
with a proceeding (or part thereof) initiated by the person only if the
proceeding (or part thereof) was authorized by the Registrant's Board of
Directors. The indemnification provided under the Certificate of Incorporation
and Bylaws includes the right to be paid by the Registrant the expenses
(including attorneys' fees) in advance of any proceeding for which
indemnification may be had in advance of its final disposition, provided that
the payment of those expenses (including attorneys' fees) incurred by a
director or officer in advance of the final disposition of a proceeding may be
made only upon delivery to the Registrant of an undertaking by or on behalf of
the director or officer to repay all amounts so paid in advance if it is
ultimately determined that the director or officer is not entitled to be
indemnified.
As permitted by the DGCL, the Registrant's Certificate of Incorporation will
provide that directors of the Registrant shall not be 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) under Section 174 of the DGCL, relating to unlawful payment of
dividends or unlawful stock purchase or redemption or (iv) for any transaction
from which the director derived an improper personal benefit. As a result of
this provision, the Registrant and its stockholders may be unable to obtain
monetary damages from a director for breach of his or her duty of care.
Under the Bylaws, the Registrant will have the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the Registrant, or is or was serving at the request of the
Registrant as a director, officer, employee, partner (limited or general) or
agent of another corporation or of a partnership, joint venture, limited
liability company, trust or other enterprise, against any liability asserted
against the person or incurred by the person in that capacity, or arising out
of the person's status, and related
II-1
<PAGE>
expenses, whether or not the Registrant would have the power to indemnify the
person against liability under the provisions of the DGCL. The Registrant has
purchased director and officer liability insurance on behalf of its directors
and officers.
Additionally, we expect to enter into indemnification agreements with
certain of our directors and officers, which may, in some cases, be broader
than the specific indemnification provisions contained under applicable law.
The indemnification agreements may require us, among other things, to
indemnify such officers and directors against liabilities that arise by reason
of their status or service as our directors or officers, to reimburse or
advance the expenses they may incur as a result of threatened claims or
proceedings brought against them, and to cover them under our directors' and
officers' liability insurance policies to the maximum extent that insurance
coverage is maintained. Some of our directors who serve on our board at the
request of our stockholders may also be indemnified by these stockholders
under agreements or pursuant to these stockholders' formation documents.
The Underwriting Agreement provides that the underwriters are obligated,
under specified circumstances, to indemnify directors, officers and
controlling persons of VIA against specified liabilities, including
liabilities under the Securities Act of 1933, as amended. Reference is made to
the form of Underwriting Agreement filed as Exhibit 1.1 hereto.
Item 15. Recent Sales of Unregistered Securities.
Since its formation in June 1997, VIA has sold and issued the following
unregistered securities:
(a) In August 1997, VIA sold 100 shares of common stock to one accredited
investor for an aggregate purchase price of $50, and sold 900,000 shares of
Series A Preferred Stock ("Series A Preferred") for an aggregate purchase
price of $900,000 to seven accredited investors.
(b) In September 1997, VIA sold 60,000 shares of common stock to one
executive of VIA for an aggregate purchase price of $30,000.
(c) In October 1997, VIA sold 125,000 shares of Series A Preferred for an
aggregate purchase price of $125,000 to two accredited investors.
(d) In January 1998, VIA sold 22,942 shares of common stock to one executive
of VIA for an aggregate purchase price of $11,471.
(e) In February 1998, VIA sold 30,000 shares of common stock to two
executives of VIA for an aggregate purchase price of $15,000.
(f) In April 1998, VIA sold 150,000 shares of common stock to one executive
of VIA for an aggregate purchase price of $150,000, and sold 463,657 shares of
Series A Preferred for an aggregate purchase price of $463,657 to nine
accredited investors.
(g) Effective April 1998, VIA granted a warrant to purchase 100,000 shares
of common stock to Steven C. Halstedt for an aggregate purchase price of
$240,000 as compensation for services rendered by Mr. Halstedt to VIA.
(h) In May 1998, VIA sold 17,195,335 shares of Series B Preferred Stock
("Series B Preferred") for an aggregate purchase price of $51,586,005 to 23
accredited investors.
(i) In June 1998, VIA sold 10,000 shares of common stock to one executive of
VIA for an aggregate purchase price of $10,000 in reliance on Rule 701 under
the Securities Act.
(j) In January 1999, VIA sold 272,284 shares of common stock to nine
executives and employees of VIA for an aggregate purchase price of $653,482 in
reliance on Section 4(2) of the Securities Act and Rule 701 under the
Securities Act.
(k) In April 1999, VIA sold 21,309,658 shares of Series C Preferred Stock
("Series C Preferred") for an aggregate purchase price of $127,857,948 to 30
accredited investors.
II-2
<PAGE>
(l) In July 1999, VIA sold 394,124 shares of common stock to the stockholders
of one of VIA's operating companies in connection with the operating company's
acquisition by VIA. These shares were valued at approximately $3,152,992 and
were issued in consideration for stock of the operating company. This sale was
made in reliance on Regulation S under the Securities Act. In addition, VIA
sold 127,874 shares of common
stock to 12 executives, employees and consultants of VIA for an aggregate
purchase price of $511,496 in reliance on Regulation S and Rule 701 under the
Securities Act and Section 4(2) of the Securities Act.
(m) In August 1999, VIA sold 317,421 shares of common stock to the
stockholders of one of VIA's operating companies in connection with the
operating company's acquisition by VIA. These shares were valued at
approximately $2,539,368 and were issued in consideration for stock of the
operating company. This sale was made in reliance on Regulation S under the
Securities Act. Further, VIA sold 150,000 shares of common stock to the
stockholders of one of VIA's operating companies in connection with the
acquisition by VIA of the remaining shares in the operating company. These
shares were valued at approximately $1,237,500 and were issued in consideration
for stock of the operating company. This sale was made in reliance on
Regulation S under the Securities Act. In addition, VIA sold 50,000 to a
director for an aggregate purchase price of $200,000 in reliance on Section
4(2) of the Securities Act.
(n) In September 1999, VIA sold 332,926 shares of common stock to pay off the
outstanding notes held by the stockholders of one of VIA's operating companies
in connection with the operating company's acquisition by VIA. These shares
were valued at approximately $2,746,640 and were issued in reliance on
Regulation S under the Securities Act. In addition, VIA sold 40,000 shares of
common stock to an employee for an aggregate purchase price of $160,000 in
reliance on Section 4(2) of the Securities Act.
(o) In November 1999, VIA sold 5,000 shares of common stock to one employee
for an aggregate of $41,250 in reliance on Rule 701 under the Securities Act.
(p) In January 2000, VIA sold 112,500 shares of common stock to the
stockholders of one of VIA's operating companies in connection with the
operating company's acquisition by VIA. These shares were valued at
approximately $1,800,000 and were issued in reliance on Regulation S under the
Securities Act.
(q) In January 2000, VIA sold 50,000 shares of common stock to a director for
an aggregate purchase price of $487,500.
(r) In January 2000, VIA sold 2,825 shares of common stock to one employee
for $27,544 in reliance on Rule 701 under the Securities Act.
(s) In January 2000, VIA sold 31,250 shares of common stock to one executive
officer for $75,000 upon his exercise of stock options.
(t) In February 2000, VIA sold 38,958 shares of common stock to one executive
officer for $93,499 upon his exercise of stock options.
(u) In February 2000, VIA sold 41,250 shares of common stock to one executive
officer for $99,000 upon her exercise of stock options.
Except where otherwise indicated, the sales and issuances of securities in
the transactions described above were exempt from registration under the
Securities Act by virtue of Section 4(2) of the Securities Act.
Appropriate legends are affixed to the stock certificates issued in the
aforementioned transactions. Similar legends were imposed in connection with
any subsequent sales of any such securities. All recipients received adequate
information about VIA or had access, through employment or other relationships,
to such information.
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits:
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<C> <S>
1.1* Form of Underwriting Agreement
3.1.1* Form of Amended and Restated Certificate of Incorporation of
VIA NET.WORKS, Inc. to be filed before the closing of this
offering
3.1.2* Form of Amended and Restated Certificate of Incorporation of
VIA NET.WORKS, Inc. to be filed after the closing of this
offering
3.2* Form of Amended and Restated Bylaws of VIA NET.WORKS, Inc.
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<C> <S>
4.1* Specimen certificate representing the Common Stock
5.1 Opinion of Hogan & Hartson L.L.P. with respect to legality of
the common stock
10.1*+ Amended and Restated 1998 Stock Option and Restricted Stock
Plan
10.2A*+ Form of 1998 Stock Option and Restricted Stock Plan Incentive
Stock Option Agreement for executive employee
10.2B*+ Form of 1998 Stock Option and Restricted Stock Plan Incentive
Stock Option Agreement for non-executive employee
10.3*+ Key Employee Equity Plan, as amended
10.3.1*+ Amendment No. 2 to Key Employee Equity Plan
10.4* Form of Purchase Agreement by and between VIA and its preferred
stockholders
10.5#* Indefeasible Right of Use Agreement in Inland Capacity (United
Kingdom), dated as of
June 21, 1999, by and between GT U.K. Ltd. and VIA NET.WORKS
Europe Holding B.V.
10.6#* Indefeasible Right of Use Agreement in Inland Capacity (United
States), dated as of June 21, 1999, by and between GT Landing
Corp. and VIA NET.WORKS Europe Holding B.V.
10.7#* Capacity Purchase Agreement, dated as of June 21, 1999, by and
between Atlantic Crossing Ltd. and VIA NET.WORKS Europe Holding
B.V.
10.8#* Customer Agreement for an IRU Capacity, dated as of July 21,
1999, by and between iaxis Limited and VIA NET.WORKS Europe
Holding B.V.
10.9#* Software License and Support Agreement by and between Portal
Software, Inc. and VIA Net Works UK Limited, dated as of
October 29, 1999
10.10* Distribution and Revenue Sharing Agreement, dated as of June
30, 1999, by and between Trellix Corporation and VIA NET.WORKS,
Inc.
10.11* Amended and Restated Stockholders Agreement by and among VIA
NET.WORKS, Inc. and the additional parties named therein, dated
as of April 20, 1999
10.12* Registration Rights Agreement by and among VIA NET.WORKS, Inc.
and the stockholders named therein
10.13* Transit Service Agreement, dated as of August 1, 1999, between
Verio Inc. and VIA NET.WORKS, Inc.
10.14.1*+ Employment Letter Agreement between VIA and Kenneth Blackman
10.14.2*+ Employee Confidentiality Agreement between VIA and Kenneth
Blackman
10.15.1*+ Employment Letter Agreement between VIA and Antonio Tavares
10.15.2*+ Supplemental Letter Agreement between VIA and Antonio Tavares
10.15.3*+ Retention Agreement by and between Dialdata and Antonio Tavares
10.15.4*+ Termination Agreement by and between Dialdata and Antonio
Tavares
10.16*+ Form of Indemnification Agreement by and between VIA and its
officers and directors
21.1* List of subsidiaries
23.1* Consent of Pricewaterhousecoopers LLP (VIA NET.WORKS, Inc.)
23.2* Consent of Price Waterhouse & Co. (VIA Net Works Argentina,
S.A.)
23.3* Consent of PricewaterhouseCoopers Auditores Independentes
(Dialdata S.A. Internet Systems)
23.4* Consent of PricewaterhouseCoopers (Netlink Internet Services,
Limited)
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<C> <S>
23.5* Consent of PricewaterhouseCoopers Auditores, S.L. (Disbumad,
S.L.)
23.6* Consent of PricewaterhouseCoopers GmbH (GTN Gesellschaft fur
Telekommunikations-und Netzwerkdienste mbH)
23.7* Consent of PricewaterhouseCoopers (U-Net Limited)
23.8* Consent of PricewaterhouseCoopers N.V. (bART Holding B.V.)
23.9* Consent of PricewaterhouseCoopers (I-Way Limited)
23.10* Consent of PricewaterhouseCoopers-Auditores e Consultores, Lda
(Esoterica-Novas Tecnologias de Informacao SA)
23.11* Consent of PricewaterhouseCoopers (WorldWide Web Services
Limited)
23.12* Consent of KPMG Cardenas Dosal, S.C. (Infoacces, S.A. de C.V.)
23.13 Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1)
24.1* Power of Attorney
27.1* Financial Data Schedule
</TABLE>
- - ---------------------
+ Management or compensatory contract or plan.
* Previously filed.
# Portions of this exhibit have been omitted pursuant to a request for
confidential treatment.
(b) Financial Statement Schedules:
Schedule II Valuation and Qualifying Accounts
All other schedules are omitted because they are not required, are not
applicable or the information is included in the consolidated financial
statements or notes thereto.
Item 17. Undertakings.
The undersigned registrant hereby undertakes to provide to the underwriters
at the closing specified in the underwriting agreements certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.
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 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.
The undersigned registrant hereby undertakes that:
(1) 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 shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, 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.
II-5
<PAGE>
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 Reston, Commonwealth of
Virginia, on February 11, 2000.
VIA NET.WORKS, INC.
/s/ David M. D'Ottavio
By: _________________________________
David M. D'Ottavio
Chief Executive Officer and Chairman
of the Board of Directors
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed as of February 11, 2000 by the following persons in
the capacities indicated.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ David M. D'Ottavio Chief Executive Officer and Chairman of the
______________________________________ Board of Directors
David M. D'Ottavio (Principal Executive Officer)
/s/ Michael J. Simmons President
______________________________________
Michael J. Simmons
/s/ Catherine A. Graham Vice President, Chief Financial Officer and
______________________________________ Treasurer (Principal Financial and Accounting
Catherine A. Graham Officer)
* Director
______________________________________
William A. Johnston
* Director
______________________________________
Gabriel Battista
</TABLE>
II-6
<PAGE>
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
* Director
______________________________________
Edward D. Breen
* Director
______________________________________
Stephen J. Eley
* Director
______________________________________
William J. Elsner
* Director
______________________________________
Adam Goldman
* Director
______________________________________
Mark J. Masiello
* Director
______________________________________
John G. Puente
* Director
______________________________________
Erik M. Torgerson
/s/ David M. D'Ottavio
*By: _________________________________
David M. D'Ottavio
Attorney-in-fact
</TABLE>
II-7
<PAGE>
Exhibit Index
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<C> <S>
1.1* Form of Underwriting Agreement
3.1.1* Form of Amended and Restated Certificate of Incorporation of
VIA NET.WORKS, Inc. to be filed before the closing of this
offering
3.1.2* Form of Amended and Restated Certificate of Incorporation of
VIA NET.WORKS, Inc. to be filed after the closing of this
offering
3.2* Form of Amended and Restated Bylaws of VIA NET.WORKS, Inc.
4.1* Specimen certificate representing the Common Stock
5.1 Opinion of Hogan & Hartson L.L.P. with respect to legality of
the common stock
10.1*+ Amended and Restated 1998 Stock Option and Restricted Stock
Plan
10.2A*+ Form of 1998 Stock Option and Restricted Stock Plan Incentive
Stock Option Agreement for executive employee
10.2B*+ Form of 1998 Stock Option and Restricted Stock Plan Incentive
Stock Option Agreement for non-executive employee
10.3*+ Key Employee Equity Plan, as amended
10.3.1*+ Amendment No. 2 to Key Employee Equity Plan
10.4* Form of Purchase Agreement by and between VIA and its preferred
stockholders
10.5#* Indefeasible Right of Use Agreement in Inland Capacity (United
Kingdom), dated as of
June 21, 1999, by and between GT U.K. Ltd. and VIA NET.WORKS
Europe Holding B.V.
10.6#* Indefeasible Right of Use Agreement in Inland Capacity (United
States), dated as of June 21, 1999, by and between GT Landing
Corp. and VIA NET.WORKS Europe Holding B.V.
10.7#* Capacity Purchase Agreement, dated as of June 21, 1999, by and
between Atlantic Crossing Ltd. and VIA NET.WORKS Europe Holding
B.V.
10.8#* Customer Agreement for an IRU Capacity, dated as of July 21,
1999, by and between iaxis Limited and VIA NET.WORKS Europe
Holding B.V.
10.9#* Software License and Support Agreement by and between Portal
Software, Inc. and VIA Net Works, UK Limited, dated as of
October 29, 1999
10.10* Distribution and Revenue Sharing Agreement, dated as of June
30, 1999, by and between Trellix Corporation and VIA NET.WORKS,
Inc.
10.11* Amended and Restated Stockholders Agreement by and among VIA
NET.WORKS, Inc. and the additional parties named therein, dated
as of April 20, 1999
10.12* Registration Rights Agreement by and among VIA NET.WORKS, Inc.
and the stockholders named therein
10.13* Transit Service Agreement, dated as of August 1, 1999, between
Verio Inc. and VIA NET.WORKS, Inc.
10.14.1*+ Employment Letter Agreement between VIA and Kenneth Blackman
10.14.2*+ Employee Confidentiality Agreement between VIA and Kenneth
Blackman
10.15.1*+ Employment Letter Agreement between VIA and Antonio Tavares
10.15.2*+ Supplemental Letter Agreement between VIA and Antonio Tavares
10.15.3*+ Retention Agreement by and between Dialdata and Antonio Tavares
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<C> <S>
10.15.4*+ Termination Agreement by and between Dialdata and Antonio
Tavares
10.16*+ Form of Indemnification Agreement by and between VIA and its
officers and directors
21.1* List of subsidiaries
23.1* Consent of Pricewaterhousecoopers LLP (VIA NET.WORKS, Inc.)
23.2* Consent of Price Waterhouse & Co. (VIA Net Works Argentina,
S.A.)
23.3* Consent of PricewaterhouseCoopers Auditores Independentes
(Dialdata S.A. Internet Systems)
23.4* Consent of PricewaterhouseCoopers (Netlink Internet Services,
Limited)
23.5* Consent of PricewaterhouseCoopers Auditores, S.L. (Disbumad,
S.L.)
23.6* Consent of PricewaterhouseCoopers GmbH (GTN Gesellschaft fur
Telekommunikations-und Netzwerkdienste mbH)
23.7* Consent of PricewaterhouseCoopers (U-Net Limited)
23.8* Consent of PricewaterhouseCoopers N.V. (bART Holding B.V.)
23.9* Consent of PricewaterhouseCoopers (I-Way Limited)
23.10* Consent of PricewaterhouseCoopers--Auditores e Consultores,
Lda. (Esoterica-Novas Tecnologias de Informacao SA)
23.11* Consent of PricewaterhouseCoopers (WorldWide Web
Services Limited)
23.12* Consent of KPMG Cardenas Dosal, S.C. (Infoacces, S.A. de C.V.)
23.13 Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1)
24.1* Power of Attorney
27.1* Financial Data Schedule
</TABLE>
- - ---------------------
+ Management or compensatory contract or plan.
* Previously filed.
# Portions of this exhibit have been omitted pursuant to a request for
confidential treatment.
<PAGE>
Exhibit 5.1
[HOGAN & HARTSON L.L.P. LETTERHEAD]
February 10, 2000
Board of Directors
VIA NET.WORKS, Inc.
12100 Sunset Hills Road
Reston, Virginia 20190
Ladies and Gentlemen:
We are acting as counsel to VIA NET.WORKS, Inc., a Delaware
corporation (the "Company"), in connection with its registration statement on
Form S-1, as amended (the "Registration Statement"), filed with the Securities
and Exchange Commission relating to the proposed public offering of up to
17,000,000 shares of the Company's common stock, par value $.001 per share, all
of which shares (the "Shares") are to be sold by the Company. This opinion
letter is furnished to you at your request to enable you to fulfill the
requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. (S) 229.601(b)(5),
in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. An executed copy of the Registration Statement.
2. The Amended and Restated Certificate of Incorporation of the
Company, as certified by the Secretary of State of the State of
Delaware on February 9, 2000 and by the Secretary of the Company
on the date hereof as being complete, accurate and in effect.
3. The Bylaws of the Company, as certified by the Secretary of the
Company on the date hereof as being complete, accurate and in
effect.
4. The proposed form of Underwriting Agreement between the Company
and the several Underwriters to be named therein, for whom
Donaldson, Lufkin & Jenrette Securities Corporation,
<PAGE>
Board of Directors
VIA NET.WORKS, Inc.
February 10, 2000
Page 2
Morgan Stanley & Co. Incorporated, Salomon Smith Barney Inc. and
DLJdirect Inc. will act as representatives, and between the
Company and the several International Managers to be named
therein, for whom Donaldson, Lufkin & Jenrette International,
Morgan Stanley & Co. International Limited, Salomon Brothers
International Limited, Cazenov & Co. and Mees Pierson N.V. will
act as representatives, filed as Exhibit 1.01 to the Registration
Statement (the "Underwriting Agreement").
5. The proposed form of purchase agreement between the Company and
certain stockholders relating to the sale by the Company to such
stockholders of 700,000 Shares (the "Purchase Agreement").
6. Resolutions of the Board of Directors of the Company adopted at a
meeting held on January 14, 2000 and resolutions of the Finance
Committee of the Board of Directors adopted by unanimous written
consent on February 10, 2000, as certified by the Secretary of
the Company on the date hereof as being complete, accurate, and
in effect, relating to the issuance and sale of the Shares and
arrangements in connection therewith.
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of all natural persons, the
accuracy and completeness of all documents submitted to us, the authenticity of
all original documents, and the conformity to authentic original documents of
all documents submitted to us as copies (including telecopies). This opinion
letter is given, and all statements herein are made, in the context of the
foregoing.
This opinion letter is based as to matters of law solely on the
Delaware General Corporation Law. We express no opinion herein as to any other
laws, statutes, ordinances, rules, or regulations.
Based upon, subject to and limited by the foregoing, we are of the
opinion that following (i) execution and delivery by the Company of the
Underwriting Agreement and the Purchase Agreement, (ii) effectiveness of the
Registration Statement, (iii) issuance of the Shares pursuant to the terms of
the Underwriting Agreement and the Purchase Agreement, and (iv) receipt by the
<PAGE>
Board of Directors
VIA NET.WORKS, Inc.
February 10, 2000
Page 3
Company of the consideration for the Shares specified in the resolutions of the
Board of Directors and the Finance Committee referred to above, the Shares will
be validly issued, fully paid, and nonassessable.
This opinion letter has been prepared for your use in connection with
the Registration Statement and speaks as of the date hereof. We assume no
obligation to advise you of any changes in the foregoing subsequent to the
delivery of this opinion letter.
We hereby consent to the filing of this opinion letter as Exhibit 5.1
to the Registration Statement and to the reference to this firm under the
caption "Legal Matters" in the prospectus constituting a part of the
Registration Statement. In giving this consent, we do not thereby admit that we
are an "expert" within the meaning of the Securities Act of 1933, as amended.
Very truly yours,
/s/ Hogan & Hartson L.L.P.
HOGAN & HARTSON L.L.P.
