Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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LEXENT INC.
(Exact name of Registrant as specified in its charter)
Delaware 13-3990223
(State or other (I.R.S. employer
jurisdiction of identification number)
incorporation or
organization)
Three New York Plaza
New York, New York 10004
(Address of Principal Executive Offices)
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Lexent Inc. and its Subsidiaries
Amended and Restated Stock Option and Restricted Stock Purchase Plan
(Full title of the plans)
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SIDNEY A. SAYOVITZ, ESQ.
Senior Vice President and General Counsel
Lexent Inc.
Three New York Plaza
New York, New York 10004
(212) 981-0700
(Name, address and telephone number, including area code, of agent for service)
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Copies to:
JOSHUA A. LEUCHTENBURG, ESQ.
Reboul, MacMurray, Hewitt, Maynard & Kristol
45 Rockefeller Plaza
New York, N. Y. 10111
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price per offering registration
to be registered registered share(2) price fee
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Common Stock, $.001
par value 8,700,000 (1) $11.62 $101,094,000 $26,690
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(1) Represents the maximum number of shares of common stock, par value $.001
per share ("Common Stock") that have been or may be issued under the Lexent
Inc. and its Subsidiaries Amended and Restated Stock Option and Restricted
Stock Purchase Plan (the "Plan") as of the date hereof. Such maximum number
of shares is subject to adjustment in certain events pursuant to the Plan.
Accordingly, pursuant to Rule 416 under the Securities Act of 1933, this
Registration Statement covers, in addition to the number of shares shown in
the table above, an indeterminate number of shares which may be subject to
grant or otherwise issuable after the operation of the provisions of the
Plan governing such adjustments.
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(2) This calculation is made solely for the purpose of determining the
registration fee pursuant to the provisions of Rule 457(h) under the
Securities Act as follows: (i) in the case of shares of Common Stock which
may be purchased pursuant to stock purchase rights or upon the exercise of
outstanding options which have heretofore been granted, the fee is
calculated on the basis of the price at which the rights/options may be
exercised; and (ii) in the case of shares of Common Stock for which
rights/options have not yet been granted and the price of which is
therefore unknown, or, in the case of additional securities which have
previously been issued and are offered for resale, the fee is calculated on
the basis of the average of the high and low sale prices per share of the
Common Stock on the National Market System of the National Association of
Securities Dealers Automated Quotation System (NASDAQ) as of a date (August
30, 2000) within 5 business days prior to filing this Registration
Statement.
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EXPLANATORY NOTE
This Registration Statement has been prepared in accordance with the
requirements of Form S-8 under the Securities Act, to register shares of our
common stock, $.001 par value per share, issuable pursuant to the Plan. Under
cover of this Form S-8 is our reoffer prospectus prepared in accordance with
Part I of Form S-3 under the Securities Act. Our reoffer prospectus has been
prepared pursuant to Instruction C of Form S-8, in accordance with the
requirements of Part I of Form S-3, and may be used for reofferings and resales
on a continuous or delayed basis in the future of up to an aggregate 4,828,125
"restricted securities" which have been issued prior to the filing of this
Registration Statement, and "control securities" which have been or may be
issued, pursuant to our stock option plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. Plan Information
We will send or give the documents containing the information
specified in Part 1 of Form S-8 to employees as specified by the Securities and
Exchange Commission Rule 428(b)(1) under the Securities Act. We do not need to
file these documents with the Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements under Rule 424 of the
Securities Act.
ITEM 2. Registrant Information and Employee Plan Annual Information
Lexent Inc., a Delaware corporation, will furnish without charge to
each person to whom the reoffer prospectus is delivered, upon the oral or
written request of such person, a copy of any and all of the documents
incorporated by reference (other than exhibits to such documents). Requests
should be directed to the attention of Sidney A. Sayovitz at Lexent Inc., Three
New York Plaza, New York, New York 10004, telephone no. 212 981-0700.
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REOFFER PROSPECTUS
4,828,125 SHARES OF COMMON STOCK
Lexent Inc.
Three New York Plaza
New York, New York 10004
(212) 981-0700
This reoffer prospectus relates to 4,828,125 shares of the common
stock of Lexent Inc. which may be offered and resold from time to time by
selling stockholders identified in this prospectus for their own accounts. It is
anticipated that the selling stockholders will offer shares for sale at
prevailing prices on the Nasdaq Stock Market Inc.'s National Market on the date
of sale. We will receive no part of the proceeds from sales made under this
reoffer prospectus. The selling stockholders will bear all sales commissions and
similar expenses. Any other expenses incurred by us in connection with the
registration and offering and not borne by the selling stockholders will be
borne by us.
Each selling stockholder and any broker executing selling orders on
behalf of them may be deemed to be an "underwriter" within the meaning of the
Securities Act, in which event commissions received by such broker may be deemed
to be underwriting commissions under the Securities Act.
Our common stock is traded on the Nasdaq Stock Market Inc.'s National
Market under the symbol "LXNT." On August 30, 2000, the last reported sale price
of our common stock on such market was $26.06 per share.
This investment involves a high degree of risk. Please see "Risk
Factors" beginning on page 4.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
determined whether this reoffer prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
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The date of this reoffer prospectus is September 1, 2000
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TABLE OF CONTENTS
Summary............................................................3
Risk Factors.......................................................4
Use of Proceeds...................................................12
Selling Stockholders..............................................13
Plan of Distribution..............................................16
Legal Matters.....................................................16
Experts...........................................................16
Incorporation of Certain Documents By Reference...................17
Where You Can Find More Information...............................17
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You should only rely on the information incorporated by reference or
provided in this reoffer prospectus or any supplement. We have not authorized
anyone else to provide you with different information. The common stock is not
being offered in any state where the offer is not permitted. You should not
assume that the information in this reoffer prospectus or any supplement is
accurate as of any date other than the date on the front of this reoffer
prospectus.
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SUMMARY
Lexent Inc. is an independent provider of outsourced local
telecommunications network services for established and emerging communications
companies, including competitive local exchange carriers, Internet service
providers and carriers' carriers. Our principal focus is to provide the
expertise and resources our customers need to build and connect their networks
to other local and long distance carriers and to individual end users. Our
complete, local solution allows our customers to outsource all or a portion of
the design, deployment, upgrading and maintenance of their networks. To ensure
the reliability of these networks, we provide services 24 hours a day, seven
days a week. Our largest customers include Level 3 Communications, Winstar
Communications, MCI Worldcom, AT&T and Metromedia Fiber Network.
In our customers' competitive environment where speed to market is
key, our outsourced solution provides the critical, often scarce resources that
our customers need. We have the technical expertise, local knowledge and highly
skilled workforce that enable us to design, deploy and upgrade local wireless
and wireline networks more quickly and efficiently than many of our customers
could themselves. We are technology and vendor independent, enabling us to
install, upgrade and maintain equipment from any major telecommunications
equipment manufacturer. Over the past three years, we have successfully expanded
our operations from the New York City metropolitan area to other cities,
including Baltimore, Boston, Newark, Philadelphia, Stamford and Washington, D.C.
We plan to continue expanding with our customers into other metropolitan areas,
including Atlanta, Chicago, Dallas, Los Angeles, Miami and San Jose.
We deliver a broad range of services to our customers, enabling them
to use Lexent instead of multiple vendors. Our services are designed to improve
our customers' competitive position through efficient design, deployment,
upgrading and maintenance of their networks. We develop long term relationships
with our customers by providing responsive, reliable and high quality service,
which we believe results in repeat revenues from our customers. Our outsourced
solution includes the following services:
DESIGN, ENGINEERING AND PROGRAM MANAGEMENT SERVICES. We
design and engineer entire local telecommunications networks. This
includes fiber and fixed wireless infrastructure and interconnections
to other carriers that enable our customers to connect end users to
their networks. We coordinate the entire process, from planning,
designing, permitting, accessing buildings and rights-of-way, to
supervising the installation of a customer's network.
NETWORK DEPLOYMENT SERVICES. We deploy local telecommuni-
cations networks and Internet infrastructure, including fiber optic
networks, local fiber rings, fixed wireless and digital subscriber
line systems. We deploy and test equipment inside central office
facilities and end user locations. For our fiber optic network
customers, we install and test fiber optic cable over the last mile,
from fiber networks to end users. For our fixed wireless customers, we
install line-of-sight antennas, radios and equipment connecting the
radios to wireline networks. For digital subscriber line customers, we
install DSL equipment inside incumbent local exchange carrier
co-location facilities.
NETWORK UPGRADE AND MAINTENANCE SERVICES. We provide ongoing
services to our customers, which include daily maintenance, upgrading
and adding equipment, installing new access lines, testing fiber
connections and telecommunications equipment and laying additional
fiber to increase network capacity. Our maintenance and emergency
restoration services are provided 24 hours a day, seven days a week.
Our principal executive offices are located at Three New York Plaza,
New York, New York 10004. Our telephone number is (212) 981-0700.
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RISK FACTORS
You should carefully consider the following risk factors and all other
information contained in this prospectus before purchasing our common stock.
We may not be able to hire or retain a sufficient number of qualified engineers,
managers, technicians and other employees to sustain our growth, meet our
contractual commitments or maintain the quality of our services.
Our future success will depend on our ability to attract and retain
additional highly skilled engineering, managerial and technical personnel.
Competition for such personnel is intense, especially for engineers and
qualified technicians with expertise designing and building local
telecommunications networks, and some major markets, particularly the New York
metropolitan area, are experiencing labor shortages. We may be unable to attract
sufficiently qualified personnel in adequate numbers to meet the demand for our
services.
Our business will not operate efficiently and our results of operations will be
negatively affected if we are unable to manage our growth effectively.
We are experiencing a period of significant expansion and anticipate
that further expansion will be required to address potential growth in the
demand for our new and existing services. From December 31, 1998 to June 30,
2000, we increased our number of employees from 415 to 1,055. In order to
increase our revenues significantly, we need to hire a substantial number of
personnel in the near future, including program management, engineering and
technical personnel. The actual number of employees we will need to hire is not
determinable and may fluctuate significantly depending on the size and number of
new contracts we receive and any changes to the scope of our existing projects.
We expect this expansion to continue to place a significant strain on our
managerial, operational and financial resources.
To manage the expected growth of our operations and personnel, we will
be required to:
o improve existing and implement new operational, financial and
management controls, reporting systems and procedures; and
o hire, integrate, train, motivate and manage employees.
If we fail to address these issues our results of operations will be
negatively affected.
We expect our quarterly results to fluctuate. If we fail to meet revenue and
earnings estimates, our stock price could decline.
Our quarterly and annual operating results may fluctuate in the future
due to a variety of factors, including:
o the timing and size of network deployment by our customers;
o product mix;
o fluctuations in demand for our services;
o reductions in the prices of services offered by our competitors;
o costs of integrating acquired technologies or businesses;
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o telecommunications market conditions and economic conditions
generally;
o changes in the actual and estimated costs and timing to complete
unit-price, time-certain projects;
o the timing of expansion into new markets; and
o the identification, timing and payments associated with possible
acquisitions.
Due to these factors, quarterly revenues, expenses and results of
operations could vary significantly in the future. You should take these factors
into account when evaluating past periods, and, because of the potential
variability due to these factors, you should not rely upon results of past
periods as an indication of our future performance. In addition, the long-term
viability of our business could be negatively impacted if there were a downward
trend in these factors. Because our operating results may vary significantly
from quarter to quarter based upon the factors described above, results may not
meet the expectations of securities analysts and investors, and this could cause
the price of our common stock to decline significantly.
Our business is seasonal, exposing us to reduced revenue in the first quarter of
each year.
We experience reduced revenue in the first quarter of each year
relative to other quarters. We believe these variations are partly due to the
fact that the budgetary years of our customers end in December and their new
budgets may not be in place until well into the first quarter. We believe our
customers sometimes delay their work orders until their budgets are in place.
The onset of winter also affects our ability to render certain network services
that must be performed outdoors.
If the continued trend toward outsourcing telecommunications network services
does not continue, our revenues may be negatively impacted.
Our success is dependent on the continued trend by competitive local
exchange carriers, Internet service providers, and carriers' carriers to
outsource their network design, deployment, upgrading and maintenance needs. If
these companies elect to perform more network deployment services themselves,
our revenues may decline.
If the current growth in the deployment of telecommunications networks, wireless
systems and the Internet does not continue, our revenues may decline.
The telecommunications, Internet and wireless communications
industries have experienced a dramatic rate of growth both in the United States
and internationally. If the rate of growth slows in any of these industries and
our customers reduce their capital investments in infrastructure or technology
or fail to expand into new geographic areas, our revenues may decline.
If our customers do not receive sufficient financing, the deployment of new
telecommunications networks will be delayed and our revenues will be negatively
impacted.
A significant portion of our revenue is generated from communications
companies seeking to deploy and expand their networks. Some of these customers
and other potential customers are new companies with limited or no operating
histories and limited financial resources. These customers must obtain
significant financing to fund operations and deploy their networks. If these
companies fail to receive adequate financing, particularly after we have begun
working with them, our results of operations may be harmed.
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Many of our service agreements may be canceled on short notice, and we may be
unsuccessful in replacing our service agreements when they expire; failure to
replace those service agreements may cause our revenues to decline.
We could experience a material adverse effect on our revenue, net
income and liquidity if:
o our customers cancel a significant number of service agreements;
o we fail to renew a significant number of our existing service
agreements upon their expiration; or
o we complete the required work under a significant number of our
non-recurring projects and cannot replace them with similar
projects.
Many of our customers may cancel our service agreements with them on
short notice, typically less than seven days, even if we are not in default
under the agreement.
Our master service agreements do not assure us revenue and a decline in the work
our customers assign to us under these agreements could cause a significant
decrease in our revenues.
We currently derive a significant portion of our revenue under our
master service agreements, which primarily serve as pricing arrangements with no
revenue guarantees. A significant decline in the work our customers assign us
under our master service agreements could materially and adversely affect our
revenue and net income. Under our master service agreements, we may be one of
several companies that perform services for the customer, and our customers have
no obligations under our master service agreements to undertake any work with
us.
Increased regulation of the telecommunications industry could negatively affect
our results of operations.
Regulation of the telecommunications industry is changing rapidly,
with ongoing effects on our opportunities, competition and other aspects of our
business. The regulatory environment varies substantially from state to state.
Generally, we must obtain and maintain certificates of authority from regulatory
bodies in most states where we offer services. In addition, some of our
customers are subject to extensive regulation, which could adversely affect the
expected benefits of our arrangements with them. We cannot assure you that
future regulatory, judicial or legislative activities will not have a material
adverse effect on us.
Our operations are also subject to a variety of federal, state and
local and foreign environmental, safety and health laws and governmental
regulations. We cannot assure you that we have been or will be in complete
compliance with these laws and regulations or that we will not be exposed to
claims or actions that could have a material adverse effect on our company. We
cannot assure you that we will not be liable for any contamination at the
numerous sites leased by us in connection with our operations or that any
liabilities in connection with this contamination will not have a material
adverse effect on our results of operations.
A loss of one or more of our key customers or delays in project timing for such
customers could cause a significant decrease in our revenues.
We have derived, and believe that we will continue to derive, a
significant portion of our revenues from a limited number of customers. For
example, for the year ended December 31, 1999, we derived approximately 26% of
our revenues from our largest customer, approximately 13% of our revenues from
another customer and approximately 8% of our revenues from each of two
additional customers. The services required by any one customer can be limited
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by a number of factors, including industry consolidation, technological
developments, economic slowdown and internal budget constraints. As a result of
these factors, the volume of work performed for specific customers is likely to
vary from period to period, and a major customer in one period may not require
our services in a subsequent period. Accordingly, we cannot be certain that
present or future customers will not terminate their network service
arrangements with us or significantly reduce or delay their contracts. Any
termination, change, reduction or delay in our projects could cause a
significant decrease in our revenues.
Our operating results may suffer because of competition in the network services
industry.
The network services market is highly competitive and fragmented and
is served by numerous companies. Many of these competitors have significantly
greater financial, technical and marketing resources, generate greater revenues
and have greater name recognition and experience than us.
We believe that the principal competitive factors in our market
include quality and responsiveness of service, industry experience, reputation,
the ability to deliver results on time and competitive pricing. In addition,
expertise in new and evolving technologies has become increasingly important. We
also believe our ability to compete depends on a number of factors outside of
our control, including:
o the prices at which others offer competitive services;
o the ability and willingness of our competitors to finance
customers' projects on favorable terms;
o the ability of our customers to perform the services themselves;
and
o the extent of our competitors' responsiveness to customer needs.
We may not be able to compete effectively on these or other bases,
and, as a result, our revenues or income may decline.
Our business may be harmed if our new service offerings do not gain customer
acceptance.
Part of our strategy is to generate increased revenues by developing
new service offerings for our customers. These new services may not be favorably
received by customers, may not generate significant revenues or may not be
offered in a cost-effective or timely manner. If we are unable to successfully
expand our service offerings, our business may be harmed.
We must keep pace with rapid technological change, market conditions and
industry developments to maintain or grow our revenues.
The market for network system design, deployment, upgrading and
maintenance services is characterized by rapid change and technological
improvements. Our future success will depend in part on our ability to enhance
our current service offerings to keep pace with technological developments and
to address increasingly sophisticated customer needs. We may not be successful
in developing and marketing in a timely manner service offerings that respond to
the technological advances by others and our services may not adequately or
competitively address the needs of the changing marketplace. If we are not
successful in responding in a timely manner to technological change, market
conditions and industry developments, our revenues may decline.
Our business operations could be significantly disrupted if we lose members of
our management team.
Our success depends to a significant degree upon the continued
contributions of our executive officers, both individually and as a group. Our
future performance will be substantially dependent on our ability to retain and
motivate them. The loss of the services of any of our executive officers,
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particularly Hugh O'Kane, Jr., our Chairman, Alf Hansen, our President and Chief
Executive Officer, or Kevin O'Kane, our Vice Chairman and Chief Operating
Officer, could prevent us from executing our business strategy.
Our success is dependent on the ability of our new management team to work
together.
A number of the members of our senior management team, including Alf
Hansen, our President and Chief Executive Officer, Charles Christ, our Executive
Vice President in charge of sales and marketing, Victor DeJoy, our Executive
Vice President in charge of design, engineering and program management services,
Joseph Haines, our Executive Vice President in charge of network deployment,
upgrade and maintenance services, Nancy Huson, our Executive Vice President in
charge of corporate development, and Sidney Sayovitz, our Senior Vice President,
Secretary and General Counsel, have been with our company for only a few months.
Given their limited experience with our company and working with other members
of our management team, it is possible that these officers will not integrate
well into our business. Their failure to integrate well would have a significant
effect on our future success.
Strikes, work stoppages and slowdowns by our employees would negatively affect
our results of operations.
We currently have collective bargaining agreements in place with
several local chapters of the International Brotherhood of Electrical Workers,
most of which expire within one year. These agreements cover approximately 68%
of our 1,055 employees. We cannot assure you that our relations with our
unionized workforce will remain positive or that our workforce will not initiate
a strike, work stoppage or slowdown in the future. In the event of such a job
action, our business would be negatively affected and we cannot be sure that we
would be able to adequately meet the needs of our customers.
Our results of operations may be negatively affected if we increase our
personnel in anticipation of a project and underutilize our personnel because
such project is delayed, reduced or terminated.
If we increase our personnel in anticipation of a project and such
project is delayed, reduced or terminated, we may underutilize this additional
personnel, which would increase our general and administrative expenses and
could negatively affect our results of operations.
We may not be successful in our efforts to identify, complete or integrate
acquisitions.
Our failure to manage risks associated with acquisitions could harm
our business. A component of our business strategy is to expand our presence in
new or existing markets. One way we may choose to accomplish this task is to
acquire additional businesses. We may not be able to identify, acquire or
profitably manage additional businesses or integrate successfully any acquired
businesses without substantial expense, delay or other operational or financial
problems. Acquisitions involve a number of risks, including:
o diversion of management's attention;
o difficulty in integrating and absorbing the acquired business,
its employees, corporate culture, managerial systems and
processes and services;
o failure to retain key personnel and employee turnover;
o customer dissatisfaction or performance problems with an acquired
firm;
o assumption of unknown liabilities; and
o other unanticipated events or circumstances.
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We may encounter potential costs or claims resulting from project performance,
which could negatively affect our results of operations.
Many of our engagements involve projects that are significant to the
operations of our customers' businesses. Our failure to meet a customer's
expectations in the planning or implementation of a project or the failure of
unrelated third party vendors to meet project completion deadlines could damage
our reputation and adversely affect our ability to attract new business. We
frequently undertake projects in which we guarantee performance based upon
defined operating specifications or guaranteed delivery dates. Unsatisfactory
performance or unanticipated difficulties or delays in completing such projects
may result in a direct reduction in payments to us, or payment of damages by us,
which could negatively affect our results of operations.
The consolidation of competitive local exchange carriers and Internet service
providers could impact our business by creating competitive pressures that could
reduce our revenues.
Recently, the telecommunications industry has been characterized by
significant consolidation activity. This consolidation may lead to a greater
ability among competitive local exchange carriers and Internet service providers
to provide a broad range of network services, and could simplify integration and
installation, which may lead to a reduction in demand for our services.
Moreover, the consolidation of competitive local exchange carriers and Internet
service providers could have the effect of reducing the number of our current or
potential customers which could result in increased bargaining power for
competitive local exchange carriers and Internet service providers. This
potential increase in bargaining power could create competitive pressures
whereby a particular customer may request our exclusivity with them in a
particular market. Accordingly, we may not be able to represent those customers
who wish to retain our services on an exclusive basis.
A portion of our revenue is accounted for on a percentage-of-completion basis
which could cause our quarterly results to fluctuate.
A portion of our revenue is derived from fixed-price contracts which
are accounted for on a percentage-of-completion basis. Under the
percentage-of-completion method, in each period we recognize expenses as they
are incurred and we recognize revenue based on a comparison of the costs
incurred for each project to our currently estimated total costs to be incurred
for the project. Accordingly, the revenue we recognize in a given quarter
depends on the costs we have incurred for individual projects and our current
estimate of the total remaining costs to complete individual projects. If in any
period we significantly increase our estimate of the total costs to complete a
project, we may recognize very little or no additional revenue with respect to
that project. As a result, our gross margin in such period and in future periods
may be significantly reduced and in some cases we may recognize a loss on
individual projects prior to their completion. To the extent that our estimates
fluctuate over time or differ from actual requirements, gross margins in
subsequent quarters may vary significantly from our estimates.
Our executive officers and directors and their affiliates control 79.18% of our
common stock and, as a result, are able to exercise control over all matters
requiring stockholder approval.
Prior to this offering, our executive officers and directors and their
affiliates beneficially own, in the aggregate, approximately 79.18% of our
outstanding common stock. In particular, Hugh O'Kane, the Chairman of the Board
of Directors, and Kevin O'Kane, the Vice Chairman of the Board of Directors and
Chief Operating Officer, beneficially own, in the aggregate, approximately
51.35% of our outstanding common stock. As a result, these stockholders are able
to exercise control over all matters requiring stockholder approval, including
the election of directors and approval of significant corporate transactions,
which may have the effect of delaying or preventing a third party from acquiring
control over us. These transactions may include those that other stockholders
deem to be in their best interests and in which those other stockholders might
otherwise receive a premium for their shares over their current prices.
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Our stock price may be particularly volatile because of the industry we are in.
The stock market in general has recently experienced extreme price and
volume fluctuations. In addition, the market prices of securities of technology
and telecommunications companies have been extremely volatile, and have
experienced fluctuations that have often been unrelated to or disproportionate
to the operating performance of such companies. These broad market fluctuations
could adversely affect the price of our common stock.
We have broad discretion to use the proceeds of our recently completed initial
public offering and our investment of those proceeds may not yield a favorable
return.
Most of the net proceeds of our recently completed initial public
offering are not allocated for specific uses. Our management has broad
discretion to spend the proceeds in ways with which you may not agree. The
failure of our management to apply these funds effectively could result in
unfavorable returns. This could harm our business and could cause the price of
our common stock to decline.
Provisions in our charter documents and Delaware law may make it difficult for a
third party to acquire our company and could depress the price of our common
stock.
Delaware corporate law and our second restated certificate of
incorporation and bylaws contain provisions that could delay, defer or prevent a
change in control of our company or our management. These provisions could also
discourage proxy contests and make it more difficult for you and other
stockholders to elect directors and take other corporate actions. As a result,
these provisions could limit the price that investors are willing to pay in the
future for shares of our common stock. These provisions include:
o creating a classified board of directors;
o authorizing the board of directors to issue additional preferred
stock;
o prohibiting cumulative voting in the election of directors;
o limiting the persons who may call special meetings of
stockholders;
o prohibiting stockholder action by written consent; and
o establishing advance notice requirements for nominations for
election to the board of directors or for proposing matters that
can be acted on by stockholders at stockholder meetings.
We are also subject to certain provisions of Delaware law which could
delay, deter or prevent us from entering into an acquisition, including Section
203 of the Delaware General Corporation Law, which prohibits a Delaware
corporation from engaging in a business combination with an interested
stockholder unless specific conditions are met.
There may not be an active market for our common stock, making it difficult to
sell the stock you purchase.
Before our initial public offering, there was no public market for our
common stock. We cannot assure you that an active trading market for our common
stock will be sustained. We cannot assure you that the price of our common stock
available in the public market will reflect our actual financial performance.
Our stock price could be volatile and could drop unexpectedly. Further, the
market price of our common stock may decline below the initial public offering
price.
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Future sales of our common stock held by current stockholders may depress our
stock price.
Sales of a substantial number of shares of common stock by current
stockholders in the public market could cause the market price of our common
stock to decline. We currently have outstanding 40,955,350 shares of common
stock. Of these shares, 6,457,741 shares are freely tradeable and an additional
34,228,234 shares will be eligible for sale in the public market beginning 180
days after the date of this reoffer prospectus subject to compliance with Rules
144, 144(k) or 701.
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This reoffer prospectus contains forward-looking statements that
involve risks and uncertainties. These statements relate to future events or our
future financial performance. In some cases, you can identify forward-looking
statements by terminology such as "may," "will," "should," "except," "plan,"
"anticipate," "believe," "estimate," "predict," "potential" or "continue," the
negative of such terms or other comparable terminology. These statements are
only predictions. Actual events or results may differ materially. In evaluating
these statements, you should specifically consider various factors, including
the risks described above and in other parts of this prospectus. These factors
may cause our actual results to differ materially from any forward-looking
statement. Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of shares of
common stock by the selling stockholders.
12
<PAGE>
SELLING STOCKHOLDERS
The selling stockholders acquired or will acquire beneficial ownership
of all shares to be registered under this reoffer prospectus through stock
options granted under the Lexent Inc. and its Subsidiaries Amended and Restated
Stock Option and Restricted Stock Purchase Plan. The following table shows the
names of the selling stockholders, the number of shares of common stock
beneficially owned by such stockholder and the number of shares of common stock
that they may sell from time to time under this reoffer prospectus.
We may amend or supplement this reoffer prospectus from time to time
in the future to update or change this list of selling stockholders and shares
which may be resold.
<TABLE>
Percentage of Shares
Number of Beneficially Owned(4)
Number of Shares Shares Subject -------------------------
Beneficially to Options(3) Shares Before After
Selling Stockholder (1) Owned(2) ---------- Registered Offering Offering
----------------------- ------- ---------- -------- --------
<S> <C> <C> <C> <C> <C>
Kevin M. O'Kane 12,605,539(5) 60,000 60,000 30.73% 30.69%
Hugh J. O'Kane, Jr. 10,505,539(6) 60,000 60,000 25.61 25.57
Alf T. Hansen 815,624(7) 997,500 1,245,000 1.94 *
Walter C. Teagle III 414,688(8) 202,500 483,000(26) 1.01 *
Peter O. Crisp 48,750(9) 37,500 37,500 * *
L. White Matthews 51,042(10) 75,000 75,000 * *
Richard L. Schwob 18,750(11) 37,500 37,500 * *
Charles T. Christ 81,759(12) 375,000 375,000 * *
Victor P. DeJoy 150,000(13) 519,000 519,000 * *
Joseph Haines 150,000(14) 375,000 525,000(27) * *
Nancy T. Huson 94,750(15) 375,000 375,000 * *
Jonathan H. Stern 176,875(16) 330,000 330,000 * *
Sidney A. Sayovitz 4,500(17) 250,000 250,000 * *
Kenneth Connors 11,875(18) 19,375 10,625 * *
Joseph Conroy 45,938(19) 74,375 30,626 * *
Dan Corbett 65,625(20) 100,000 50,000 * *
Stanislav Cotek 6,563(21) 9,063 5,937 * *
George Garcia 49,219(22) 79,688 32,813 * *
William Harmon 98,438(23) 159,375 65,625 * *
Joseph Nappi 65,625(24) 106,251 43,749 * *
Salvatore Toscano 52,500(25) 90,000 30,000 * *
Bessemer Trust Company, N.A. 118,500 0 118,500(28) * *
630 Fifith Ave.
New York, NY 10111
Frank DeJoy 6,000 0 6,000(29) * *
10 Jenny Lane
Wayne, NJ 07470
Michele Haines 67,500 0 67,500(30) * *
15 Shirley Lane
West Babylon, New York 11704
Rifat K. Haffar 93,750 0 93,750 * *
5501 Seminary Road, Unit 512 S
Falls Church, VA 22041
</TABLE>
-----------------
* Represents beneficial ownership of less than 1%.
(1) Unless otherwise indicated, the address for each person or entity named
above is c/o Lexent Inc., Three New York Plaza, New York, New York 10004.
13
<PAGE>
(2) Represents shares owned beneficially by the named individual or entity,
including shares that such individual or entity has the right to acquire
within 60 days of the date of this reoffer prospectus. Unless otherwise
noted, all persons referred to above have sole voting and sole investment
power.
(3) Includes shares of our common stock underlying options granted to the
selling stockholders under our stock option plan, whether or not
exercisable as of, or within sixty days of, the date of this reoffer
prospectus.
(4) Based on an aggregate 40,955,350 shares outstanding on the date of this
reoffer prospectus.
(5) Mr. O'Kane is the Vice Chairman of our board of directors and our Chief
Operating Officer. Includes 19,095 shares subject to options exercisable
within 60 days of the date of this reoffer prospectus, an aggregate 600,000
shares held in trust for Kevin O'Kane's children for which Mr. O'Kane is
co-trustee and 2,100,000 shares held in trust for Hugh O'Kane's family for
which Mr. O'Kane is co-trustee.
(6) Mr. O'Kane is the Chairman of our board of directors. Includes 19,095
shares subject to options exercisable within 60 days of the date of this
reoffer prospectus, an aggregate 600,000 shares held in trust for Hugh
O'Kane's children for which Mr. O'Kane is co-trustee and 2,100,000 shares
held in trust for Hugh O'Kane's family for which Mr. O'Kane's wife is
co-trustee.
(7) Mr. Hansen is our President and Chief Executive Officer and a member of our
board of directors. Includes 225,624 shares subject to options exercisable
within 60 days of the date of this reoffer prospectus and 322,500 shares
held in trust for Mr. Hansen's children for which Mr. Hansen's wife is
co-trustee.
(8) Mr. Teagle is an Executive Vice President of our company and a member of
our board of directors. Includes 42,188 shares subject to options
exercisable within 60 days of the date of this reoffer prospectus and
118,500 shares held in trust for Mr. Teagle's children (including 31,500 of
such shares held by a trust for which Mr. Teagle is co-trustee).
(9) Mr. Crisp is a member of our board of directors. Includes 18,750 shares
subject to options exercisable within 60 days of the date of this reoffer
prospectus.
(10) Mr. Matthews is a member of our board of directors. Includes 13,542 shares
subject to options exercisable within 60 days of the date of this reoffer
prospectus.
(11) Mr. Schwob is a member of our board of directors. All shares are subject to
options exercisable within 60 days of the date of this reoffer prospectus.
(12) Mr. Christ is our Executive Vice President in charge of sales and
marketing. Includes 75,000 shares subject to options exercisable within 60
days of the date of this reoffer prospectus.
14
<PAGE>
(13) Mr. DeJoy is our Executive Vice President in charge of engineering.
Includes 144,000 shares subject to options exercisable within 60 days of
the date of this reoffer prospectus and an aggregate 6,000 shares held in
trust for Mr. DeJoy's children.
(14) Mr. Haines is our Executive Vice President in charge of operations. All
shares are held in various trusts for members of Mr. Haines's family, for
each of which Mr. Haines and Mr. Haines' wife, Michele Haines, are
co-trustees.
(15) Ms. Huson is our Executive Vice President in charge of corporate
development. Includes 93,750 shares subject to options exercisable within
60 days of the date of this reoffer prospectus.
(16) Mr. Stern is our Executive Vice President and Chief Financial Officer.
Includes 171,875 shares subject to options exercisable within 60 days of
the date of this reoffer prospectus.
(17) Mr. Sayovitz is our Senior Vice President, Secretary and General Counsel.
(18) Includes 10,625 shares subject to options within 60 days of this reoffer
prospectus.
(19) Includes 15,312 shares subject to options within 60 days of this reoffer
prospectus.
(20) Includes 15,625 shares subject to options within 60 days of this reoffer
prospectus.
(21) Includes 626 shares subject to options within 60 days of this reoffer
prospectus.
(22) Includes 16,406 shares subject to options within 60 days of this reoffer
prospectus.
(23) Includes 32,813 shares subject to options within 60 days of this reoffer
prospectus.
(24) Includes 21,876 shares subject to options within 60 days of this reoffer
prospectus.
(25) Includes 22,500 shares subject to options within 60 days of this reoffer
prospectus.
(26) Mr. Teagle is offering 31,500 of these shares as trustee for a trust in the
name of one of his children.
(27) Mr. Haines is offering 67,500 of these shares as co-trustee for various
trusts in the name of members of the Haines family.
(28) Bessemer Trust is offering these shares as trustee or co-trustee for
various trusts in the names of Walter C. Teagle III's children.
(29) Frank DeJoy is offering these shares as trustee for two trusts in the names
of Victor P. DeJoy's children.
(30) Ms. Haines, the wife of Joseph Haines, is offering these shares as
co-trustee for various trusts in the name of members of the Haines family.
15
<PAGE>
PLAN OF DISTRIBUTION
The selling stockholders may, from time to time, elect to sell all or
a portion of the shares offered under this prospectus in the Nasdaq National
Market. Sales are anticipated to be made at prices prevailing in the Nasdaq
National Market at the times of such sales. The selling stockholders may also
make private sales directly or through a broker or brokers, who may act as agent
or principal. Further, they may choose to dispose of the shares offered under
this prospectus by gift to a third party or as a donation to a charitable or
other non-profit entity. In connection with any sales, the selling stockholders
and any brokers participating in such sales may be deemed to be underwriters
within the meaning of the Securities Act. The amount of securities to be
reoffered or resold by means of this reoffer prospectus, by each person, and any
other person with whom he or she is acting in concert for the purpose of selling
our securities, may not exceed, during any three month period, the amount
specified in Rule 144(e) under the Securities Act.
Any broker-dealer participating in such transactions as agent may
receive commissions from the selling stockholders (and, if such broker acts as
agent for the purchaser of such shares, from such purchaser). Usual and
customary brokerage fees will be paid by the selling stockholders.
Broker-dealers may agree with them to sell a specified number of shares at a
stipulated price per share, and, to the extent such a broker-dealer is unable to
do so acting as agent for the selling stockholders, to purchase as principal any
unsold shares at the price required to fulfill the broker-dealer commitment to
them. Broker-dealers who acquire shares as principal may thereafter resell such
shares from time to time in transactions (which may involve crosses and block
transactions and which may involve sales to and through other broker-dealers,
including transactions of the nature described above) in the Nasdaq National
Market or any other over the counter market or stock exchange, if any, in which
our shares are traded, in negotiated transactions or otherwise at market prices
prevailing at the time of sale or at negotiated prices, and in connection with
such resales may pay to or receive commissions from the purchasers of such
shares.
We have advised the selling stockholders that the anti-manipulation
rules of Regulation M under the Securities and Exchange Act of 1934 may apply to
sales of shares in the market and to the activities of the selling stockholders
and their affiliates. In addition, we will make copies of this reoffer
prospectus available to the selling stockholders and have informed them of the
possible need for delivery of copies of this reoffer prospectus to purchasers on
or prior to sales of the shares offered under this reoffer prospectus. The
selling stockholders may indemnify any broker-dealer that participates in
transactions involving the sale of the shares against certain liabilities,
including liabilities arising under the Securities Act. Any commissions paid or
any discounts or concessions allowed to any such broker, and any profits
received on the resale of such shares, may be deemed to be underwriting
discounts and commissions under the Securities Act if any such broker-dealers
purchase shares as principal.
Any securities covered by this reoffer prospectus which qualify for
sale pursuant to Rule 144 under the Securities Act may be sold under those rules
rather than pursuant to this reoffer prospectus.
There can be no assurance that the selling stockholders will sell any
or all of the shares of common stock offered under this reoffer prospectus.
LEGAL MATTERS
The validity of the common stock offered hereby will be passed upon
for us by Reboul, MacMurray, Hewitt, Maynard & Kristol, New York, New York.
EXPERTS
The consolidated financial statements as of December 31, 1999 and 1998
and for each of the three years in the period ended December 31, 1999, and the
related financial statement schedule incorporated in this reoffer prospectus by
16
<PAGE>
reference from our Registration Statement No. 333-30660 on Form S-1 have been so
included in reliance on the report of PricewaterhouseCoopers LLP, independent
accountants, which is incorporated herein by reference, and have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by us with the Securities and Exchange
Commission are incorporated herein by reference except to the extent any
statement or information therein is modified, superseded or replaced by a
statement or information contained in this document or in any other subsequently
filed document incorporated herein by reference:
o our Registration Statement on Form S-1 effective on July 27,
2000 (SEC File No. 333-30660);
o our Post-Effective Amendment No. 1 to the Registration
Statement filed on July 31, 2000;
o our Quarterly Report on Form 10-Q for the period ended June
30, 2000;
o the description of our common stock, par value $.001 per
share, contained in Item 1 of our Registration Statement on
Form 8-A filed on July 21, 2000; and
o all reports and other documents subsequently filed by us
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of
the filing of such reports and documents.
WHERE YOU CAN FIND ADDITIONAL INFORMATION ABOUT US
We have filed with the Securities and Exchange Commission a
registration statement on Form S-8 under the Securities Act, with respect to the
common stock offered by this reoffer prospectus. As permitted by the rules and
regulations of the Commission, this reoffer prospectus, which is a part of the
registration statement, omits certain information, exhibits, schedules and
undertakings set forth in the registration statement. For further information
pertaining to our company and the common stock offered hereby, reference is made
to such registration statement and the exhibits and schedules thereto. A copy of
the registration statement may be inspected without charge at the office of the
SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the SEC's regional
offices located at the Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661 and Seven World Trade Center, 13th Floor,
New York, New York 10048. Copies of all or any part of the registration
statement may be obtained from such offices upon the payment of the fees
prescribed by the SEC. For further information, please call the SEC at 1-800-
SEC-0330. In addition, registration statements and certain other filings made
with the Commission through its Electronic Data Gathering, Analysis and
Retrieval system, including our registration statement and all exhibits and
amendments to our registration statements, are publicly available through the
Commission's website at http://www.sec.gov.
We are subject to the information and reporting requirements of the
Exchange Act and, in accordance therewith, will file periodic reports, proxy
statements and other information with the Securities and Exchange Commission.
17
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company's prospectus dated July 27, 2000, filed pursuant to Rule
424(b)(4) of the Securities Act, and quarterly report on Form 10-Q for the
quarter ended June 30, 2000 are incorporated herein by reference. In addition,
all documents filed or subsequently filed by the Company under Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities described herein have been sold or
which deregisters all securities then remaining unsold, are incorporated by
reference.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Second Amended and Restated Certificate of Incorporation
(the "Restated Certificate") and Bylaws provide that the Company shall indemnify
to the fullest extent authorized by the Delaware General Corporation Law
("DECL"), each person who is involved in any litigation or other proceeding
because such person is or was a director or officer of the Company or is or was
serving as an officer or director of another entity at the request of the
Company, against all expense, loss or liability reasonably incurred or suffered
in connection therewith. The Restated Certificate and Bylaws provide that the
right to indemnification includes the right to be paid expenses incurred in
defending any proceeding in advance of its final disposition; provided, however,
that such advance payment will only be made upon delivery to the Company of an
undertaking, by or on behalf of the director or officer, to repay all amounts so
advanced if it is ultimately determined that such director is not entitled to
indemnification. If the Company does not pay a proper claim for indemnification
in full within 60 days after a written claim for such indemnification is
received by the Company, the Restated Certificate and Restated Bylaws authorize
the claimant to bring an action against the Company and prescribe what
constitutes a defense to such action.
Section 145 of the DECL permits a corporation to indemnify any
director or officer of the corporation against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with any action, suit or proceeding brought by reason of
the fact that such person is or was a director or officer of the corporation,
and, with respect to any criminal action or proceeding, if he or she had no
reason to believe his or her conduct was unlawful. If a derivative action,
(i.e., one brought by or on behalf of the corporation), indemnification may be
made only for expenses, actually and reasonably incurred by any director or
officer in connection with the defense or settlement of such an action or suit,
if such person acted in good faith and in a manner that he reasonably believed
to be in, or not opposed to, the best interests of the corporation, except that
no indemnification shall be made if such person shall have been adjudged to be
liable to the corporation, unless and only to the extent that the court in which
the action or suit was brought shall determine that the defendant is fairly and
reasonably entitled to indemnity for such expenses despite such adjudication of
liability.
Pursuant to Section 102(b)(7) of the DECL, the Restated Certificate
eliminates the liability of a director to the corporation or its stockholders
for monetary damages for such breach of fiduciary duty as a director, except for
liabilities arising (i) from any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) from acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the DECL., or (iv) from any transaction from which the
director derived an improper personal benefit.
18
<PAGE>
The Company has primary and excess insurance policies insuring the
directors and officers of the Company against certain liabilities that they may
incur in their capacity as directors and officers. Under such policies, the
insurers, on behalf of the Company, may also pay amounts for which the Company
has granted indemnification to the directors or officers.
For information regarding the Company's undertaking to submit to
adjudication the issue of indemnification for violation of the securities laws,
see Item 9 below.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The securities that are to be reoffered or resold pursuant to this
registration statement were issued to employees of the Company pursuant to
employee benefit plans maintained by the Company in transactions that were
exempt from the registration requirements of the Securities Act pursuant to
Section 4(2) thereto and/or Rule 701 thereunder.
ITEM 8. EXHIBITS.
4.1 Lexent Inc. and its Subsidiaries Amended and Restated Stock Option and
Restricted Stock Purchase Plan (incorporated by reference to Exhibit
10.1 to the Registrant's Registration Statement filed on Form S-1
(Commission File No. 333-30660) which became effective on July 27,
2000)
5.1 Opinion of Reboul, MacMurray, Hewitt, Maynard & Kristol
23.1 Consent of PricewaterhouseCoopers LLP, independent auditors
23.2 Consent of Reboul, MacMurray, Hewitt, Maynard & Kristol (see Exhibit
5.1)
24.1 Power of Attorney (see Signature Page)
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement; provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the registration
statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
19
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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.
(3) To remove from registration by means of post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement 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) 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
1933 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 1933 Act and
will be governed by the final adjudication of such issue.
20
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that its has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of New York, State of New York, on this 1st day of
September.
LEXENT INC.
By: /s/ Alf T. Hansen
-----------------------------
Alf T. Hansen
President and Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
We the undersigned officers and directors of Lexent Inc., hereby
severally constitute and appoint Kevin M. O'Kane and Alf T. Hansen, and each of
them singly (with full power to each of them to act alone), our true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
in each of them for him and in his name, place and stead, and in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement (or any other Registration Statement for the same
offering that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933), and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as full to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them or their or
his substitute or substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities held on the dates indicated.
SIGNATURES TITLE DATE
---------- ----- ----
/s/ Alf T. Hansen President and Chief Executive September 1, 2000
---------------------------- Officer (Principal executive
Alf T. Hansen officer); Director
/s/ Jonathan H. Stern Chief Financial Officer September 1, 2000
---------------------------- (Principal financial and
Jonathan H. Stern accounting officer)
/s/ Hugh J. O'Kane, Jr. Chairman September 1, 2000
----------------------------
Hugh J. O'Kane, Jr.
/s/ Kevin M. O'Kane Vice Chairman and Chief September 1, 2000
---------------------------- Operating Officer
Kevin M. O'Kane
21
<PAGE>
/s/ Walter C. Teagle III Executive Vice President and September 1, 2000
---------------------------- Director
Walter C. Teagle III
/s/ Peter O. Crisp Director September 1, 2000
----------------------------
Peter O. Crisp
---------------------------- Director
Thomas W. Hallagan
/s/ L. White Matthews III
---------------------------- Director September 1, 2000
L. White Matthews III
/s/ Richard W. Smith
---------------------------- Director September 1, 2000
Richard W. Smith
---------------------------- Director
Richard L. Schwob
22
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
------- -----------
4.1 Lexent Inc. and its Subsidiaries Amended and Restated Stock
Option and Restricted Stock Purchase Plan (incorporated by
reference to Exhibit 10.1 to the Registrant's Registration
Statement filed on Form S-1 (Commission File No. 333-30660) which
became effective on July 27, 2000)
5.1 Opinion of Reboul, MacMurray, Hewitt, Maynard & Kristol
23.1 Consent of PricewaterhouseCoopers LLP, independent auditors
23.2 Consent of Reboul, MacMurray, Hewitt, Maynard & Kristol (see
Exhibit 5.1)
24.1 Power of Attorney (see Signature Page)
