UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)
NETWORK ACCESS SOLUTIONS CORPORATION
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(Name of Issuer)
Common Stock, $0.001 par value per share
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(Title of Class of Securities)
64120S109
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(CUSIP Number)
Wayne A. Wirtz
SBC Communications Inc.
175 East Houston Street
San Antonio, TX 78205
(210) 351-3736
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(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 22, 2000
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
(Continued on following pages)
(Page 1 of 8 Pages)
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CUSIP No. 64120S109 13D/A Page 2 of 8 Pages
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1) NAME OF REPORTING PERSON SBC Communications Inc.
I.D. # 43-1301883
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2) CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3) SEC USE ONLY
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4) SOURCE OF FUNDS: WC
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5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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NUMBER OF 7) SOLE VOTING POWER 3,092,009
SHARES -----------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER 0
OWNED BY -----------------------------------------------
EACH 9) SOLE DISPOSITIVE POWER 3,092,009
REPORTING -----------------------------------------------
PERSON WITH 10) SHARED DISPOSITIVE POWER 0
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED 3,092,009
BY EACH REPORTING PERSON
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12) CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
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13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 6.5%
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14) TYPE OF REPORTING PERSON: HC
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Page 3 of 8 Pages
AMENDMENT NO. 1 TO SCHEDULE 13D
RELATING TO COMMON SHARES OF
NETWORK ACCESS SOLUTIONS CORPORATION
This Amendment No. 1 to the Schedule 13D is being filed by SBC
Communications Inc. to report the conversion of its holdings of Series B
Convertible Preferred Stock of Network Access Solutions into Common Stock, as
described below.
Item 1. Security and Issuer
Common stock, par value $0.001 per share ("Common Stock"), of Network
Access Solutions Corporation, 13650 Dulles Technology Drive, Herndon, Virginia
20171.
Item 2. Identity and Background
(a) and (b) The Reporting Person is a Delaware corporation, with its
principal office and principal place of business at 175 East Houston, San
Antonio, Texas 78205-2233. Other than executive officers and directors, there
are no persons or corporations controlling or ultimately in control of the
Reporting Person. The Reporting Person is a communications holding company whose
subsidiaries and affiliates provide communications services, including landline
and wireless telecommunications services and equipment, directory advertising,
publishing services and Internet access services.
(c ) Per Instruction C, the name and present principal occupation of each
executive officer and director of the Reporting Person is set forth in Exhibit I
hereto and incorporated herein by reference. The business address of all of the
individuals listed on Exhibit I is c/o the Vice President and Secretary, SBC
Communications Inc., 175 East Houston, 11th Floor, San Antonio, Texas 78205.
(d) During the last five years, neither the Reporting Person, nor, to the
best of its knowledge, any of its directors or executive officers has been
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors.)
(e) During the last five years, neither the Reporting Person nor, to the
best of its knowledge, any of its executive officers or directors has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws, or finding any violation with respect to such laws, and
which judgment, decree or final order was not subsequently vacated.
(f) Each executive officer and director of the Reporting Person is a
citizen of the United States, except for director Carlos Slim Helu, who is a
citizen of Mexico.
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Page 4 of 8 Pages
(g) Delaware.
Item 3. Source and Amount of Funds or Other Consideration
On March 7, 2000, the Reporting Person used $75,000,000.00 of its working
capital to purchase 750,000 shares of Series B Convertible Preferred Stock of
the Issuer.
Item 4. Purpose of Transaction
The Reporting Person and the Issuer entered into a Stock Purchase
Agreement, dated February 4, 2000 (the "Stock Purchase Agreement"), pursuant to
which the Reporting Person agreed to purchase, and the Issuer agreed to sell,
750,000 shares of the Issuer's Series B Convertible Preferred Stock for
$75,000.000.00. Under the Certificate of Designations of the Series B
Convertible Preferred Stock, the shares of the Issuer's Series B Convertible
Preferred Stock are convertible, at any time, at the holder's option, into
shares of the Issuer's Common Stock at a conversion rate of 1:3.2258. The
purchase and sale of the Series B Convertible Preferred Stock was consummated on
March 7, 2000, following the receipt of regulatory approvals and the
satisfaction of the other closing conditions. In addition, on June 4, 1999, as
part of the Issuer's initial public offering, the Reporting Person had purchased
537,634 shares of the Issuer's Common Stock.
On December 22, 2000, the Reporting Person exercised its right to convert
750,000 shares of the Issuer's Series B Convertible Preferred Stock into
2,554,375 shares of the Issuer's Common Stock. The Reporting Person, then, for
purposes of Section 13 of the Securities Exchange Act, is the beneficial owner
of 3,092,009 shares of the Issuer's Common Stock, or approximately 6.5% of the
shares of the Issuer's Common Stock. Also, when the shares of Series B
Convertible Preferred Stock were converted into shares of Common Stock, the
Reporting Person relinquished its right to elect a designee as a member of the
Issuer's Board of Directors.
Concurrently with the execution of the Stock Purchase Agreement, a Right of
First Offer Agreement (the "Aust Right of First Offer Agreement") was entered
into by the Reporting Person; Telefonos de Mexico, S.A. de C.V. ("Telmex"),
which also purchased 750,000 shares of Series B Convertible Preferred Stock from
the Issuer; the Issuer; and the Issuer's Chairman, Chief Executive Officer, and
President, Jonathan P. Aust ("Aust"). Aust granted SBC and Telmex a right of
first offer with respect to future sales by Aust of any securities of the Issuer
that Aust owns beneficially or of record. The right of first offer is contingent
on the Reporting Person and Telmex owning all of the shares of Series B
Preferred Stock (or any shares of Common Stock received upon conversion) that
they acquired under the Stock Purchase Agreement.
A similar Right of First Offer Agreement (the "Spectrum Right of First
Offer Agreement") was entered into by the Reporting Person, Telmex, the Issuer,
and two shareholders of the Issuer, Spectrum Equity Investors II, L.P. ("SEA")
and SEA 1998 II, L.P. ("SEI"). SEA
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Page 5 of 8 Pages
and SEI granted the Reporting Person and Telmex a right of first offer with
respect to future sales by SEA and SEI of any securities of the Issuer that SEA
and SEI own beneficially or of record. The right of first offer is contingent on
the Reporting Person and Telmex owning all of the shares of Series B Preferred
Stock (or any shares of Common Stock received upon conversion) that they
acquired under the Stock Purchase Agreement.
A Registration Rights Side Letter (the "Registration Rights Side Letter")
was entered into by the Reporting Person, Telmex, SEA, SEI, and two other
shareholders of the Issuer, FBR Technology Venture Partners L.P. ("FBR") and W2
Venture Partners, LLC ("W2"). SEA, SEI, FBR and W2 (collectively, the "Prior
Shareholders") consented to the participation of the Reporting Person and Telmex
in any registration statement in which the Prior Shareholders participated. The
Reporting Person likewise consented to the participation of Telmex and the Prior
Shareholders in any registration statement in which the Reporting Person
participated, and Telmex did the same with respect to the Reporting Person and
the Prior Shareholders.
A Summary of Operating Agreement was entered into by the Reporting Person,
Telmex and the Issuer, pursuant to which the parties agreed to negotiate
definitive agreements concerning the Reporting Person's and Telmex's purchase of
digital subscriber line and other local telecommunications services from the
Issuer.
The Reporting Person and the Issuer were parties to a Loan Agreement,
pursuant to which the Reporting Person lent the Issuer $15,000,000.00, which
accrued interest at the Prime Rate plus 2% per annum, until regulatory approvals
were received for the closing of the Stock Purchase Agreement, at which point
interest accrued at 7% per annum. Telmex and the Issuer were parties to a
similar Loan Agreement, pursuant to which Telmex lent the Issuer $15,000,000.00.
The foregoing description is qualified in its entirety by the Stock
Purchase Agreement, the Certificate of Designations, the Aust Right of First
Offer Agreement, the Spectrum Right of First Offer Agreement, and the
Registration Rights Side Letter, which are referenced in Item 7 of this Schedule
13D and incorporated in this Item 4 by reference.
Item 5. Interest in Securities of the Issuer
(a) As of the date hereof, the Reporting Person beneficially owns an
aggregate of 3,092,009 shares of the Issuer's Common Stock.
(b) The Reporting Person has sole power to vote and dispose the shares of
Common Stock that the Reporting Person beneficially owns.
(c) See Item 4.
(d) Not Applicable.
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Page 6 of 8 Pages
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
See Item 4.
Item 7. Material to be Filed as Exhibits
Exhibits identified in parentheses below, on file with the Securities and
Exchange Commission, are incorporated herein by reference as exhibits hereto.
Unless otherwise indicated, all exhibits so incorporated are from File No.
5-58195.
Exhibit No. Description
I Directors and Executive Officers of SBC Communications Inc.
II Stock Purchase Agreement, dated as of February 4, 2000,
between the Issuer and the Reporting Person (Exhibit II to
Schedule 13D dated March 7, 2000).
III Certificate of Designations, dated February 4, 2000, with
respect to the Issuer's Series B Convertible Preferred Stock
(Exhibit III to Schedule 13D dated March 7, 2000).
IV Right of First Offer Agreement, dated as of February 4, 2000,
among Aust, the Reporting Person, Telmex and the Issuer
(Exhibit IV to Schedule 13D dated March 7, 2000).
V Right of First Offer Agreement, dated as of February 4, 2000,
among SEI, SEA, the Reporting Person, Telmex and the Issuer
(Exhibit V to Schedule 13D dated March 7, 2000).
VI Registration Rights Side Letter, dated February 4, 2000, from
SEA, SEI, FBR and W2 to the Reporting Person and Telmex
(Exhibit VI to Schedule 13D dated March 7, 2000).
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Page 7 of 8 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: January 10, 2001 SBC COMMUNICATIONS INC.
By: /s/ James S. Kahan
James S. Kahan
Senior Executive Vice President -
Corporate Development
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Page 8 of 8 Pages
EXHIBIT INDEX
Exhibits identified in parentheses below, on file with the Securities and
Exchange Commission, are incorporated herein by reference as exhibits hereto.
Unless otherwise indicated, all exhibits so incorporated are from File No.
5-58195.
Exhibit No. Description
I Directors and Executive Officers of SBC Communications Inc.
II Stock Purchase Agreement, dated as of February 4, 2000,
between the Issuer and the Reporting Person (Exhibit II to
Schedule 13D dated March 7, 2000).
III Certificate of Designations, dated February 4, 2000, with
respect to the Issuer's Series B Convertible Preferred Stock
(Exhibit III to Schedule 13D dated March 7, 2000).
IV Right of First Offer Agreement, dated as of February 4, 2000,
among Aust, the Reporting Person, Telmex and the Issuer
(Exhibit IV to Schedule 13D dated March 7, 2000).
V Right of First Offer Agreement, dated as of February 4, 2000,
among SEI, SEA, the Reporting Person, Telmex and the Issuer
(Exhibit V to Schedule 13D dated March 7, 2000).
VI Registration Rights Side Letter, dated February 4, 2000, from
SEA, SEI, FBR and W2 to the Reporting Person and Telmex
(Exhibit VI to Schedule 13D dated March 7, 2000).
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Page 9 of 8 Pages
EXHIBIT I
DIRECTORS AND EXECUTIVE OFFICERS
OF SBC COMMUNICATIONS INC.
As of January 5, 2001
The name, present principal occupation or employment, and the name of any
corporation or other organization in which such employment is conducted, of each
director, advisory director and executive officer of SBC Communications Inc.
("SBC") is set forth below. The business address of each director and executive
officer is SBC Communications Inc., 175 East Houston, San Antonio, TX 78205,
unless otherwise noted. Unless otherwise indicated, each occupation set forth
opposite an executive officer's name refers to employment with SBC.
Name Present Principal Occupation or Employment
Directors
Edward E. Whitacre, Jr. Chairman and Chief Executive Officer
Clarence C. Barksdale Vice Chairman, Board of Trustees, Washington University
James E. Barnes Chairman of the Board, President and Chief Executive
Officer, MAPCO Inc., Retired
August A. Busch, III Chairman of the Board and President, Anheuser-Busch
Companies, Inc.
William P. Clark Chief Executive Officer, Clark Company
Martin K. Eby, Jr. Chairman of the Board and Chief Executive Officer,
The Eby Corporation
Herman E. Gallegos Independent Management Consultant
Jess T. Hay Chairman, HCB Enterprises Inc.; Chairman of the Texas
Foundation for Higher Education
Bobby R. Inman United States Navy, Retired
Charles F. Knight Chairman and Chief Executive Officer, Emerson
Electric Co.
Mary S. Metz President, S. H. Cowell Foundation
Toni Rembe Partner, Pillsbury Madison & Sutro LLP
S. Donley Ritchey Managing Partner, Alpine Partners
Joyce M. Roche Independent Consultant
Carlos Slim Helu Chairman of the Board, Telefonos de Mexico,
S.A. de C.V.
Advisory Director
Gilbert F. Amelio President and Founder, AmTech, LLC
Exhibit I - Page 1 of 2
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Page 10 of 8 Pages
Name Present Principal Occupation or Employment
Executive Officers
Edward E. Whitacre, Jr. Chairman and Chief Executive Officer
James W. Callaway Group President
Cassandra C. Carr Senior Executive Vice President - External Affairs
James D. Ellis Senior Executive Vice President and General Counsel
Charles E. Foster Group President
Ross K. Ireland Senior Executive Vice President - Services
Karen E. Jennings Senior Executive Vice President - Human Resources
James S. Kahan Senior Executive Vice President - Corporate Development
Donald E. Kiernan Senior Executive Vice President and Chief Financial
Officer
Forrest E. Miller President and Chief Executive Officer (Southern New
England Telecommunications Corporation)
Edward A. Mueller President and Chief Executive Officer (Ameritech
Corporation)
Stanley T. Sigman President and Chief Executive Officer (Southwestern
Bell Telephone Company)
Rayford Wilkins, Jr. President and Chief Executive Officer (Pacific Bell
Telephone Company and Nevada Bell Telephone Company)
Exhibit I - Page 2 of 2
