<PAGE>
As filed with the Securities and Exchange Commission on October 10, 2000
Registration No. 333-46362
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1 To
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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TELLIUM, INC.
(Exact name of Registrant as specified in its charter)
---------------
Delaware 3661 22-3509099
(State or other (Primary standard (I.R.S. employer
jurisdiction of industrial identification No.)
incorporation or classification code
organization) number)
---------------
2 Crescent Place
Oceanport, New Jersey 07757-0901
(732) 923-4100
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
---------------
Harry J. Carr
Chief Executive Officer
Tellium, Inc.
2 Crescent Place
Oceanport, New Jersey 07757-0901
(732) 923-4100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------
Copies to:
Richard A. Steinwurtzel, Esq. Alexander D. Lynch, Esq.
Vasiliki B. Tsaganos, Esq. Babak Yaghmaie, Esq.
Fried, Frank, Harris, Shriver & Gunderson Dettmer Stough Villeneuve
Jacobson Franklin & Hachigian, LLP
1001 Pennsylvania Avenue, N.W. 733 Third Avenue, Suite 220
Suite 800 New York, NY 10017
Washington, D.C. 20004 (212) 687-5222
(202) 639-7000
---------------
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. [_]
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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<TABLE>
<CAPTION>
Title Of Each Class Proposed Maximum Aggregate Amount of
Of Securities To Be Registered Offering Price(1) Registration Fee
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<S> <C> <C>
Common Stock, par value $.001 per share..... $250,000,000.00 $66,000.00(2)
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) under the Securities Act of 1933, as amended. The
proposed maximum offering price includes amounts attributable to shares
that may be purchased by the underwriters to cover over-allotments, if any.
(2) Previously paid.
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 Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
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<PAGE>
EXPLANATORY NOTE
The purpose of this Amendment No.1 to the Form S-1 Registration Statement
is to add certain exhibits and to amend a previously filed exhibit. Accordingly,
this Amendment consists only of the facing page, this explanatory note and Part
II of the Registration Statement. The Prospectus and Financial Statements are
unchanged and have been omitted.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
The following table sets forth expenses and costs payable by the Registrant
(other than underwriting discounts and commissions) expected to be incurred in
connection with the issuance and distribution of the securities described in
this registration statement. All amounts are estimated except for the
Securities and Exchange Commission's registration fee and the National
Association of Securities Dealers' filing fee.
<TABLE>
<CAPTION>
Amount
----------
<S> <C>
Registration fee under Securities Act............................ $66,000.00
NASD filing fee.................................................. 25,500.00
Nasdaq National Market listing fee............................... *
Legal fees and expenses.......................................... *
Road show expenses............................................... *
Accounting fees and expenses..................................... *
Blue Sky fees and expenses....................................... *
Printing and engraving expenses.................................. *
Registrar and transfer agent fees and expenses................... *
Miscellaneous expenses........................................... *
----------
Total.......................................................... *
==========
</TABLE>
--------
* To be filed by amendment.
Item 14. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law empowers a Delaware
corporation to indemnify its officers and directors and specific other persons
to the extent and under the circumstances set forth therein.
Under Section 102(b)(7) of the Delaware General Corporation Law, the
Registrant's Certificate of Incorporation, as amended and restated upon the
closing of this offering, eliminates the personal liability of a director to
the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liabilities arising (a) from any
breach of the director's duty of loyalty to the corporation or its
stockholders; (b) from acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (c) under Section 174 of
the Delaware General Corporation Law; or (d) from any transaction from which
the director derived an improper personal benefit.
The Registrant's Certificate of Incorporation, as amended and restated upon
the closing of this offering, requires the Registrant to indemnify the
Registrant's directors and officers to the extent permitted under Section 145
of the Delaware General Corporation Law.
The Registrant's Certificate of Incorporation, as amended and restated upon
the closing of this offering, also provides that the Registrant shall indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding whether civil,
criminal, administrative or investigative, by reason of the fact that he is or
was a director or officer of the Registrant, or is or was serving at the
request of the Registrant as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, in
accordance with provisions corresponding to Section 145 of the Delaware General
Corporation Law. Further, the Registrant's Certificate of Incorporation, as
amended and restated upon the closing
II-1
<PAGE>
of this offering, provides that any person, other than an officer or director,
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was an
employee or agent of the Registrant, or was serving at the request of the
Registrant as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, and who desires
indemnification shall make written application for such indemnification to the
Board of Directors for its determination that indemnification is appropriate,
and if so, to what extent.
The Registrant's Bylaws, as amended and restated upon the closing of this
offering, also provide that the Registrant may indemnify, to the extent of the
provisions set forth therein, any person other than an officer or director who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was an
employee or agent of the Registrant, or was serving at the request of the
Registrant as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, if such person makes
written application for such indemnification to the Registrant's Board of
Directors and the Registrant's Board determines that indemnification is
appropriate and the extent thereof. The Registrant's Bylaws, as amended and
restated upon the closing of this offering, further provide that the
indemnification described therein is not exclusive and shall not exclude any
other rights to which the person seeking to be indemnified may be entitled
under statute, any bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise, both as to action in his official capacity and to his
action in another capacity while holding such office.
The above discussion of Section 145 and of the Registrant's Certificate of
Incorporation and Bylaws, both as amended and restated upon the closing of this
offering, is not intended to be exhaustive and is respectively qualified in its
entirety by such statute, the Certificate of Incorporation and the Bylaws, both
as amended and restated upon the closing of this offering.
The Registrant intends to obtain primary and excess insurance policies
insuring its directors and officers and those of its subsidiaries against some
liabilities they may incur in their capacity as directors and officers. Under
such policies, the insurer, on behalf of the Registrant, may also pay amounts
for which the Registrant has granted indemnification to the directors or
officers.
Item 15. Recent Sales of Unregistered Securities.
Since its inception, the Registrant has issued securities in the following
transactions, each of which was exempt from the registration requirements of
the Securities Act of 1933, as amended, under Section 4(2) of the Securities
Act, as transactions by an issuer not involving any public offering, or under
Rules 701 and 506 thereunder. All of the below-referenced securities are deemed
restricted securities for the purposes of the Securities Act. The common stock
share numbers summarized below have been adjusted to reflect the three-for-one
stock split of the Registrant's common stock that became effective on August
11, 2000. No underwriters were involved in any of the below-referenced sales of
securities. For the sale of the Registrant's Series E preferred stock in
September 2000, Goldman Sachs & Co. and Thomas Weisel Partners LLC served as
placement agents.
On May 8, 1997, June 18, 1997, July 11, 1998 and August 10, 1998, the
Registrant issued an aggregate of 2,604,000 shares of its common stock to its
founders in the following amounts and for the following consideration: (1)
150,000 shares to Krishna Bala for an aggregate purchase price of $50; (2)
600,000 shares to Charles Brackett for an aggregate purchase price of $200; (3)
24,000 shares to Lyn Curtis for an aggregate purchase price of $8; (4) 150,000
shares to John Gamelin for an aggregate purchase price of $50; (5) 24,000
shares to Chris Gibbons for an aggregate purchase
II-2
<PAGE>
price of $8; (6) 45,000 shares to Paul Grabbe for an aggregate purchase price
of $15; (7) 75,000 shares to Sarry Habiby for an aggregate purchase price of
$25; (8) 24,000 shares to Andrew Rajhel for an aggregate purchase price of $8;
(9) 36,000 shares to Jim Ringo for an aggregate purchase price of $12; (10)
24,000 shares to Howard Shirokmann for an aggregate purchase price of $8; (11)
45,000 shares to Julian Soole for an aggregate purchase price of $15; (12)
105,000 shares to W. John Tomlinson for an aggregate purchase price of $35;
(13) 27,000 shares to Elizabeth Van Pelt for an aggregate purchase price of $9;
(14) 105,000 shares to Rich Vodhanel for an aggregate purchase price of $35;
(15) 120,000 shares to Michael Koblentz for an aggregate purchase price of $40;
(16) 300,000 shares to William J. Kelly for an aggregate purchase price of
$100; and (17) 750,000 shares to Farouque Mesiya for an aggregate purchase
price of $250.
On May 8, 1997, the Registrant issued an aggregate of 8,766,667 shares of
Series A preferred stock to 14 investors in the following amounts and for the
following consideration: (1) 392,882 shares to Bell Communications Research in
exchange for intellectual property with an aggregate value of $942,917; (2)
3,523,785 shares to Science Applications International Corporation in exchange
for equipment with an aggregate value of $8,457,084; (3) 572,260 shares to
Accel V L.P. for an aggregate purchase price of $1,373,424; (4) 76,680 shares
to Accel Internet/Strategic Technology Fund L.P. for an aggregate purchase
price of $184,032; (5) 11,360 shares to Accel Keiretsu V L.P. for an aggregate
purchase price of $27,264; (6) 34,080 shares to Accel Investors '96 L.P. for an
aggregate purchase price of $81,792; (7) 15,620 shares to Ellmore C. Patterson
Partners for an aggregate purchase price of $37,488; (8) 333,333 shares to Blue
Rock Capital, L.P. for an aggregate purchase price of $799,999; (9) 1,500,000
shares to Oak Investment Partners VII Limited Partnership for an aggregate
purchase price of $3,600,000; (10) 1,850,000 shares to Ortel Corporation, for
an aggregate purchase price of $4,440,000; (11) 40,000 shares to John Wallace
for an aggregate purchase price of $96,000; (12) 282,316 shares to Worldview
Technology Partners I, L.P. for an aggregate purchase price of $677,558; (13)
110,034 shares to Worldview Technology International I, L.P. for an aggregate
purchase price of $264,082; and (14) 24,317 shares to Worldview Strategic
Partners I, L.P. for an aggregate purchase price of $58,361.
On May 8, 1997, the Registrant issued an aggregate of 233,333 shares of
Series B preferred stock to one of its stockholders, Ortel Corporation, for an
aggregate purchase price of $559,999.
On May 20, 1998, the Registrant issued an aggregate of 416,667 shares of
its Series A preferred stock to 5 of its stockholders in the following amounts
and for the following consideration: (1) 335,834 shares to Accel V L.P. for an
aggregate purchase price of $806,002; (2) 45,000 shares to Accel
Internet/Strategic Technology Fund, L.P. for an aggregate purchase price of
$108,000; (3) 6,667 shares to Accel Keiretsu V L.P. for an aggregate purchase
price of $16,001; (4) 20,000 shares to Accel Investors '96 L.P. for an
aggregate purchase price of $48,000; and (5) 9,166 shares to Ellmore C.
Patterson Partners for an aggregate purchase price of $21,998.
On December 30, 1998, the Registrant issued senior convertible notes in the
aggregate principal amount of $16,000,000 to 14 of its stockholders as follows:
(1) Oak Investment Partners VII, Limited Partnership ($2,893,244); (2) Oak VII
Affiliates Fund, Limited Partnership ($72,665); (3) Accel Investors '96 L.P.
($106,931); (4) Accel V L.P. ($1,795,548); (5) Accel Internet/Strategic
Technology Fund L.P. ($240,595); (6) Accel Keiretsu V L.P. ($35,644); (7)
Science Applications Research Inc. ($7,744,318); (8) Worldview Technology
International I, L.P. ($217,567); (9) Worldview Technology Partners I, L.P.
($558,215); (10) Worldview Strategic Partners I ($48,082); (11) Blue Rock
Capital, L.P. ($659,090); (12) Ellmore C. Patterson Partners ($49,010); (13)
Ortel Corporation ($1,500,000); and (14) John Wallace ($79,091). All of these
notes were converted into shares of Series C preferred stock as of February 11,
1999, at a conversion price of $9.15 per share as described below.
On February 9, 1999, the Registrant issued warrants to purchase an
aggregate of 1,000,000 shares of its Series A preferred stock to 14 of its
stockholders at an exercise price of $4.58 per share in the following amounts:
(1) 180,828 shares to Oak Investment Partners VII, Limited Partnership;
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<PAGE>
(2) 4,542 shares to Oak VII Affiliates Fund, Limited Partnership; (3) 6,683
shares to Accel Investors '96 L.P., (4) 112,222 shares to Accel V L.P., (5)
15,037 shares to Accel Internet/Strategic Technology Fund L.P.; (6) 2,228
shares to Accel Keiretsu V L.P.; (7) 484,020 shares to Science Applications
Research Inc.; (8) 13,598 shares to Worldview Technology International I, L.P.;
(9) 34,888 shares to Worldview Technology Partners I, L.P.; (10) 3,005 shares
to Worldview Strategic Partners I; (11) 41,193 shares to Blue Rock Capital,
L.P.; (12) 3,063 shares to Ellmore C. Patterson Partners; (13) 93,750 shares to
Ortel Corporation; and (14) 4,943 shares to John Wallace. All of these
warrants, except the warrant issued to Ortel Corporation, were subsequently
exercised for shares of its Series A preferred stock at an exercise price of
$2.40 per share.
On February 11, 1999, the Registrant issued an aggregate of 2,545,339
shares of Series C preferred stock to 15 of its stockholders in the following
amounts and for the following consideration: (1) 765,027 shares to Cisco
Systems for an aggregate purchase price of $6,999,997 in cash; (2) 322,104
shares to Oak Investment Partners VII, Limited Partnership in exchange for the
conversion of a senior promissory note in the aggregate amount of $2,947,252;
(3) 8,090 shares to Oak VII Affiliates Fund, Limited Partnership in exchange
for the conversion of a senior promissory note in the aggregate amount of
$74,024; (4) 11,905 shares to Accel Investors '96 L.P. in exchange for the
conversion of a senior promissory note in the aggregate amount of $108,931; (5)
199,898 shares to Accel V L.P. in exchange for the conversion of a senior
promissory note in the aggregate amount of $1,829,067; (6) 26,785 shares to
Accel Internet/Strategic Technology Fund L.P. in exchange for the conversion of
a senior promissory note in the aggregate amount of $245,083; (7) 3,968 shares
to Accel Keiretsu VI in exchange for the conversion of a senior promissory note
in the aggregate amount of $36,307; (8) 5,456 shares to Ellmore C. Patterson
Partners in exchange for the conversion of a senior promissory note in the
aggregate amount of $49,922; (9) 861,961 shares to Science Applications
International Corporation in exchange for the conversion of a senior promissory
note in the aggregate amount of $7,886,943; (10) 24,162 shares to Worldview
Technology International I, L.P. in exchange for the conversion of a senior
promissory note in the aggregate amount of $221,082; (11) 61,993 shares to
Worldview Technology Partners I, L.P. in exchange for the conversion of a
senior promissory note in the aggregate amount of $567,236; (12) 5,340 shares
to Worldview Strategic Partners I, L.P. in exchange for the conversion of a
senior promissory note in the aggregate amount of $48,861; (13) 73,374 shares
to Blue Rock Capital, L.P. in exchange for the conversion of a senior
promissory note in the aggregate amount of $671,372; (14) 166,475 shares to
Ortel Corporation in exchange for the conversion of a senior promissory note in
the aggregate amount of $1,523,246; and (15) 8,801 shares to John Wallace in
exchange for the conversion of a senior promissory note in the aggregate amount
of $80,529.
On June 30, 1999, the Registrant issued senior convertible notes in the
aggregate principal amount of $5,000,000 to 14 of its stockholders in the
following amounts: (1) Oak Investment Partners VII, Limited Partnership
($805,418); (2) Oak VII Affiliates Fund, Limited Partnership ($20,228);
(3) Accel Investors '96 L.P. ($29,767); (4) Accel V L.P. ($499,843); (5) Accel
Internet/Strategic Technology Fund L.P. ($66,976); (6) Accel Keiretsu V L.P.
($9,922); (7) Science Applications International Corporation ($2,155,853); (8)
Worldview Technology International I, L.P. ($60,566); (9) Worldview Technology
Partners I, L.P. ($155,395); (10) Worldview Strategic Partners I ($13,385);
(11) Blue Rock Capital, L.P. ($183,476); (12) Ellmore C. Patterson Partners
($13,643); (13) Ortel Corporation ($960,231); and (14) John Wallace ($25,296).
All of these notes were converted into shares of its Series D preferred stock
as of December 2, 1999 at a conversion price of $9.15 per share.
On September 21, 1999, the Registrant issued a warrant to purchase an
aggregate of 5,226,000 shares of its common stock to Extant, Inc., with an
exercise price of $3.05 per share, as consideration for the transactions
contemplated by the Purchase Agreement dated as of September 21, 1999 between
Tellium and Extant, Inc.
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On November 11, 1999, the Registrant issued two warrants to purchase an
aggregate of 29,509 shares of its Series C preferred stock to Comdisco, Inc.
with an exercise price of $9.15 per share as consideration for an equipment
lease line of credit.
On December 2, 1999, December 8, 1999, December 15, 1999 and January 14,
2000, the Registrant issued an aggregate of 6,010,926 shares of Series D
preferred stock to 22 investors and stockholders in the following amounts and
for the following consideration: (1) 1,684,522 shares to Thomas Weisel Capital
Partners, L.P. in exchange for $15,413,376 in cash; (2) 203,364 shares to TWP
CEO Founders' Circle (AI), L.P. in exchange for $1,860,781 in cash; (3) 787,251
shares to TWP CEO Founders' Circle (QP), L.P. in exchange for $7,203,347 in
cash; (4) 57,104 shares to Thomas Weisel Partners Group LLC in exchange for
$522,502 in cash; (5) 54,645 shares to RB Investment Partners II, LLC in
exchange for $500,002 in cash; (6) 27,322 shares to Comdisco, Inc. in exchange
for $249,996 in cash; (7) 466,871 shares to Oak Investment Partners VII,
Limited Partnership in exchange for $3,432,859 in cash and for the conversion
of a senior promissory note in the aggregate amount of $839,011; (8) 11,725
shares to Oak VII Affiliates Fund, Limited Partnership in exchange for $86,212
in cash and for the conversion of a senior promissory note in the aggregate
amount of $21,072; (9) 3,388 shares to Accel Investors '96 L.P. in exchange for
the conversion of a senior promissory note in the aggregate amount of $31,009;
(10) 56,906 shares to Accel V L.P. in exchange for the conversion of a senior
promissory note in the aggregate amount of $520,691; (11) 7,625 shares to Accel
Internet/Strategic Technology Fund L.P. in exchange for the conversion of a
senior promissory note in the aggregate amount of $69,769; (12) 1,129 shares to
Accel Keiretsu VI in exchange for the conversion of a senior promissory note in
the aggregate amount of $10,336; (13) 518,663 shares to Science Applications
International Corporation in exchange for $2,500,000 in cash and for the
conversion of a senior promissory note in the aggregate amount of $2,245,770;
(14) 33,093 shares to Worldview Technology International I, L.P. in exchange
for $239,709 in cash and for the conversion of a senior promissory note in the
aggregate amount of $63,092; (15) 84,907 shares to Worldview Technology
Partners I, L.P. in exchange for $615,023 in cash and for the conversion of a
senior promissory note in the aggregate amount of $161,876; (16) 7,314 shares
to Worldview Strategic Partners I, L.P. in exchange for $52,980 in cash and for
the conversion of a senior promissory note in the aggregate amount of $13,943;
(17) 100,282 shares to Blue Rock Capital, L.P. in exchange for $726,452 in cash
and for the conversion of a senior promissory note in the aggregate amount of
$191,128; (18) 1,553 shares to Ellmore C. Patterson Partners in exchange for
the conversion of a senior promissory note in the aggregate amount of $14,212;
(19) 524,736 shares to Ortel Corporation in exchange for $3,801,054 in cash and
for the conversion of a senior promissory note in the aggregate amount of
$1,000,281; (20) 12,406 shares to John Wallace in exchange for $87,164 in cash
and for the conversion of a senior promissory note in the aggregate amount of
$26,351; (21) 819,672 shares to Pequot Private Equity Fund II, L.P. in exchange
for $7,499,999 in cash; and (22) 546,448 shares to SJJ LLC in exchange for
$4,999,999 in cash.
On April 4, 2000, the Registrant issued an aggregate of 6,600,000 shares of
its common stock to Harry J. Carr under exercises of options for an aggregate
purchase price of $14,102,000.
On May 1, 2000, the Registrant issued an aggregate of 19,126 shares of
Series C preferred stock to Taylor Winfield Inc. in cash for an aggregate
purchase price of $175,003 to the Registrant.
On June 30, 2000, the Registrant issued an aggregate of 906,250 shares of
Series A preferred stock to its stockholders upon the exercise of warrants to
purchase 906,250 shares of Series A preferred stock at an exercise price of
$4.58 per share, in the following amounts and for the following consideration:
(1) 180,828 shares to Oak Investment Partners VII, Limited Partnership for an
aggregate purchase price of $828,192; (2) 4,542 shares to Oak VII Affiliates
Fund, Limited Partnership, for an aggregate purchase price of $20,802; (3)
6,683 shares to Accel Investors '96 L.P. for an aggregate purchase price of
$30,608; (4) 112,222 shares to Accel V L.P. for an aggregate
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purchase price of $513,977; (5) 15,037 shares to Accel Internet/Strategic
Technology Fund L.P. for an aggregate purchase price of $68,869; (6) 2,228
shares to Accel Keiretsu V L.P. for an aggregate purchase price of $10,204, (7)
484,020 shares to Science Applications Research Inc. for an aggregate purchase
price of $2,216,812; (8) 13,598 shares to Worldview Technology International I,
L.P. for an aggregate purchase price of $62,279; (9) 34,888 shares to Worldview
Technology Partners I, L.P. for an aggregate purchase price of $159,787; (10)
3,005 shares to Worldview Strategic Partners I for an aggregate purchase price
of $13,763; (11) 41,193 shares to Blue Rock Capital, L.P. for an aggregate
purchase price of $188,664; (12) 3,063 shares to Ellmore C. Patterson Partners
for an aggregate purchase price of $14,029; and (13) 4,943 shares to John
Wallace for an aggregate purchase price of $22,639.
On September 1, 2000, the Registrant issued an aggregate of 1,500,000
shares of its common stock to AT&T Corp. in consideration for a license of
intellectual property.
On September 18, 2000, as part of our agreement with Qwest, the Registrant
issued two warrants to purchase a total of 2,000,000 shares of its common stock
to U.S. Telesource, Inc., a wholly-owned subsidiary of Qwest, with an exercise
price of $30.00 per share. On September 18, 2000, the Registrant also issued an
aggregate of 333,333 shares of common stock to 7 officers and affiliates of
Qwest for an aggregate purchase price of $9,999,990.
On September 20, 2000, the Registrant issued an aggregate of 7,274,413
shares of its Series E preferred stock to 57 qualified institutional buyers and
other accredited investors for an aggregate purchase price of $218.0 million.
From May 8, 1997 (inception) to August 31, 2000, the Registrant granted
stock options to purchase 35,245,108 shares of common stock at exercise prices
ranging from $.08 to $2.14 per share to employees under its Amended and
Restated 1997 Employee Stock Incentive Plan. During this time period, the
Registrant also granted options to purchase: (1) 300,000 shares of common stock
at an exercise price of $2.14 per share to consultants and contractors and (2)
6,600,000 shares of common stock at an exercise price of $2.14 per share to an
employee outside of its Amended and Restated 1997 Employee Stock Incentive
Plan.
From April 1, 2000 through August 31, 2000, the Registrant issued an
aggregate of 18,888,600 shares of its common stock to some of its executive
officers under exercises of options under its Amended and Restated 1997
Employee Stock Incentive Plan for an aggregate purchase price of $38,659,233.
From May 8, 1997 (inception) to August 31, 2000, the Registrant issued and
sold an aggregate of 1,625,148 shares of its common stock to other employees
for aggregate consideration of $.08 to $2.14 per share under exercises of
options granted under its Amended and Restated 1997 Employee Stock Incentive
Plan.
Item 16. Exhibits and Financial Statement Schedules.
The following documents are filed as exhibits to this registration
statement:
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<C> <S>
1.1* Form of Underwriting Agreement
3.1* Form of Amended and Restated Certificate of Incorporation of Tellium,
Inc. to be effective upon completion of this offering
3.2* Form of Amended and Restated Bylaws of Tellium, Inc. to be effective
upon completion of this offering
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<C> <S>
4.1* Specimen common stock certificate
4.2* Amended and Restated Stockholders' Agreement dated as of September 19,
2000 by and among Tellium, Inc. and certain stockholders of Tellium,
Inc.
4.3* Supplemental Stockholders' Agreement dated as of August 29, 2000 by
and among Tellium, Inc. and certain former stockholders of Astarte
Fiber Networks, Inc.
5.1* Opinion of Fried, Frank, Harris, Shriver & Jacobson
10.1** Amended and Restated Securities Purchase Agreement dated as of
February 10, 1999, among Tellium, Inc. and the purchasers named
therein
10.2** Stock Purchase Agreement dated as of February 11, 1999 by and among
Tellium, Inc., Cisco Systems, Inc. and other investors, as amended
pursuant to Amendment No. 1 dated May 5, 1999 to the Stock Purchase
Agreement
10.3** Stock Purchase Agreement dated as of December 2, 1999 by and among
Tellium, Inc. and certain investors
10.4+ Purchase Agreement dated as of September 21, 1999 between Tellium,
Inc. and Extant, Inc.
10.5+ Agreement dated as of August 7, 2000 between Tellium, Inc. and Cable &
Wireless Global Networks Limited
10.6+ Contract Manufacturing Agreement dated as of August 1, 2000 between
Tellium, Inc. and Solectron Corporation
10.7** Business Loan Agreement dated June 1, 2000 by and among Tellium, Inc.
and Commerce Bank/Shore N.A.
10.8* Amended and Restated 1997 Employee Stock Incentive Plan
10.9** Executive Employment Agreement dated as of December 31, 1999 between
Tellium, Inc. and Harry J. Carr
10.10** Restricted Stock Agreement (Time Vested Shares) dated as of April 4,
2000 by and between Tellium, Inc. and Harry J. Carr
10.11** Restricted Stock Agreement (Performance Shares) dated as of April 4,
2000 by and between Tellium, Inc. and Harry J. Carr, and Amendment
Number 1 to the Restricted Stock Agreement dated September 18, 2000
10.12** Form of Restricted Stock Agreement for Executives
10.13+ Restated and Amended Intellectual Property Agreement dated December
30, 1998 between Bell Communications Research Inc. and Tellium, Inc.
10.14+ Procurement Agreement between Qwest Communications Corporation and
Tellium, Inc.
10.15** Form of Supplemental Stockholders Agreement, dated as of September 18,
2000, by and among Tellium, Inc. and U.S. Telesource, Inc.
10.16** Form of Supplemental Stockholders Agreement, dated as of September 18,
2000, by and among Tellium, Inc. and the Holders listed therein
10.17+ "A" Warrants to Purchase Common Stock granted to U.S. Telesource,
Inc., dated as of September 18, 2000
10.18+ "B" Warrants to Purchase Common Stock granted to U.S. Telesource,
Inc., dated as of September 18, 2000
10.19* Lease Agreement dated February 9, 1998 between Tellium, Inc. and G.B.
Ltd., L.L.C. (as amended)
10.20** Lease Agreement dated August 3, 2000 between 185 Monmouth Parkway
Associates, L.P. and Tellium, Inc.
10.21** Stock Purchase Agreement dated September 1, 2000 by and between
Tellium, Inc. and AT&T Corp.
</TABLE>
II-7
<PAGE>
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<C> <S>
10.22* Agreement and Plan of Merger dated as of August 29, 2000 by and among
Tellium, Inc., Astarte Acquisition Corporation, Astarte Fiber
Networks, Inc., AFN LLC and Aron B. Katz
10.23+ Warrant to Purchase Common Stock granted to Extant, Inc. dated
September 21, 1999, and Side Letter to Annex I to the Warrant dated
December, 1999
10.24** Patent License Agreement dated September 1, 2000 by and between
Tellium, Inc. and AT&T Corp.
10.25** Stock Purchase Agreement dated as of September 19, 2000 by and among
Tellium, Inc. and certain investors
16.1 Letter re: change in certifying accountant
21.1** Subsidiaries of Tellium, Inc.
23.1** Consent of Deloitte & Touche LLP
23.2** Consent of Ernst & Young LLP
23.3** Consent of Arthur Andersen LLP
23.4* Consent of Fried, Frank, Harris, Shriver & Jacobson (included in
Exhibit 5.1 above)
23.5** Consent of RHK, Inc.
24.1** Power of Attorney (included on signature page of this registration
statement)
27.1** Financial data schedule
</TABLE>
--------
* To be filed by amendment.
**Previously filed.
+ Subject to a confidential treatment request.
Item 17. Undertakings.
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 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than 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:
(1) 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 proper delivery to
each purchaser.
(2) 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.
II-8
<PAGE>
(3) For purposes 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-9
<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 Oceanport, State of New
Jersey, on October 10, 2000.
TELLIUM, INC.
/s/ Harry J. Carr
By: _________________________________
Harry J. Carr
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 dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Harry J. Carr Chief Executive Officer October 10, 2000
______________________________________ and Chairman of the Board
Harry J. Carr of Directors (Principal
Executive Officer)
* President and Chief October 10, 2000
______________________________________ Operating Officer
Richard W. Barcus
* Director October 10, 2000
______________________________________
Michael M. Connors
* Director October 10, 2000
______________________________________
William B. Bunting
* Director October 10, 2000
______________________________________
Jeffrey A. Feldman
* Director October 10, 2000
______________________________________
Edward F. Glassmeyer
</TABLE>
II-10
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Director October 10, 2000
______________________________________
Richard C. Smith
* Director October 10, 2000
______________________________________
William A. Roper, Jr.
* Chief Financial Officer October 10, 2000
______________________________________ (Principal Financial and
Michael J. Losch Accounting Officer)
</TABLE>
*By: /s/ Harry J. Carr
Harry J. Carr Attorney-
In-Fact
II-11
<PAGE>
INDEX TO EXHIBITS
The following documents are filed as exhibits to this registration
statement:
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<C> <S>
1.1* Form of Underwriting Agreement
3.1* Form of Amended and Restated Certificate of Incorporation of Tellium,
Inc. to be effective upon completion of this offering
3.2* Form of Amended and Restated Bylaws of Tellium, Inc. to be effective
upon completion of this offering
4.1* Specimen common stock certificate
4.2* Amended and Restated Stockholders' Agreement dated as of September 19,
2000 by and among Tellium, Inc. and certain stockholders of Tellium,
Inc.
4.3* Supplemental Stockholders' Agreement dated as of August 29, 2000 by
and among Tellium, Inc. and certain former stockholders of Astarte
Fiber Networks, Inc.
5.1* Opinion of Fried, Frank, Harris, Shriver & Jacobson
10.1** Amended and Restated Securities Purchase Agreement dated as of
February 10, 1999, among Tellium, Inc. and the purchasers named
therein
10.2** Stock Purchase Agreement dated as of February 11, 1999 by and among
Tellium, Inc., Cisco Systems, Inc. and other investors, as amended
pursuant to Amendment No. 1 dated May 5, 1999 to the Stock Purchase
Agreement
10.3** Stock Purchase Agreement dated as of December 2, 1999 by and among
Tellium, Inc. and certain investors
10.4+ Purchase Agreement dated as of September 21, 1999 between Tellium,
Inc. and Extant, Inc.
10.5+ Agreement dated as of August 7, 2000 between Tellium, Inc. and Cable &
Wireless Global Networks Limited
10.6+ Contract Manufacturing Agreement dated as of August 1, 2000 between
Tellium, Inc. and Solectron Corporation
10.7** Business Loan Agreement dated June 1, 2000 by and among Tellium, Inc.
and Commerce Bank/Shore N.A.
10.8* Amended and Restated 1997 Employee Stock Incentive Plan
10.9** Executive Employment Agreement dated as of December 31, 1999 between
Tellium, Inc. and Harry J. Carr
10.10** Restricted Stock Agreement (Time Vested Shares) dated as of April 4,
2000 by and between Tellium, Inc. and Harry J. Carr
10.11** Restricted Stock Agreement (Performance Shares) dated as of April 4,
2000 by and between Tellium, Inc. and Harry J. Carr, and Amendment
Number 1 to the Restricted Stock Agreement dated September 18, 2000
10.12** Form of Restricted Stock Agreement for Executives
10.13+ Restated and Amended Intellectual Property Agreement dated December
30, 1998 between Bell Communications Research Inc. and Tellium, Inc.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<C> <S>
10.14+ Procurement Agreement between Qwest Communications Corporation and
Tellium, Inc.
10.15** Form of Supplemental Stockholders Agreement, dated as of September 18,
2000, by and among Tellium, Inc. and U.S. Telesource, Inc.
10.16** Form of Supplemental Stockholders Agreement, dated as of September 18,
2000, by and among Tellium, Inc. and the Holders listed therein
10.17+ "A" Warrants to Purchase Common Stock granted to U.S. Telesource,
Inc., dated as of September 18, 2000
10.18+ "B" Warrants to Purchase Common Stock granted to U.S. Telesource,
Inc., dated as of September 18, 2000
10.19* Lease Agreement dated February 9, 1998 between Tellium, Inc. and G.B.
Ltd., L.L.C. (as amended)
10.20** Lease Agreement dated August 3, 2000 between 185 Monmouth Parkway
Associates, L.P. and Tellium, Inc.
10.21** Stock Purchase Agreement dated September 1, 2000 by and between
Tellium, Inc. and AT&T Corp.
10.22* Agreement and Plan of Merger dated as of August 29, 2000 by and among
Tellium, Inc., Astarte Acquisition Corporation, Astarte Fiber
Networks, Inc., AFN LLC and Aron B. Katz
10.23+ Warrant to Purchase Common Stock granted to Extant, Inc. dated
September 21, 1999, and Side Letter to Annex I to the Warrant dated
December 1999.
10.24** Patent License Agreement dated September 1, 2000 by and between
Tellium, Inc. and AT&T Corp.
10.25** Stock Purchase Agreement dated as of September 19, 2000 by and among
Tellium, Inc. and certain investors
16.1 Letter re: change in certifying accountant
21.1** Subsidiaries of Tellium, Inc.
23.1** Consent of Deloitte & Touche LLP
23.2** Consent of Ernst & Young LLP
23.3** Consent of Arthur Andersen LLP
23.4* Consent of Fried, Frank, Harris, Shriver & Jacobson (included in
Exhibit 5.1 above)
23.5** Consent of RHK, Inc.
24.1** Power of Attorney (included on signature page of this registration
statement)
27.1** Financial data schedule
</TABLE>
--------
* To be filed by amendment.
** Previously filed.
+ Subject to a confidential treatment request.
