<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 6, 2000
REGISTRATION NO. 333-_______
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
NUCENTRIX BROADBAND NETWORKS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 73-1435149
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 CHISHOLM PLACE, SUITE 200
PLANO, TEXAS 75075
(Address of principal executive offices, including zip code)
--------------------
NUCENTRIX BROADBAND NETWORKS, INC. FIRST AMENDED
AND RESTATED 1999 SHARE INCENTIVE PLAN
(Full title of the plan)
J. CURTIS HENDERSON, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
NUCENTRIX BROADBAND NETWORKS, INC.
200 CHISHOLM PLACE, SUITE 200
PLANO, TEXAS 75075
(972) 423-9494
(Name, address and telephone number of agent for service)
copy to:
RODNEY L. MOORE, ESQ.
VINSON & ELKINS L.L.P.
2001 ROSS AVENUE, SUITE 3700
DALLAS, TEXAS 75201-2975
(214) 220-7700
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================
Proposed
Proposed maximum aggregate
Title of securities Amount to be maximum offering offering price Amount of
to be registered registered price per share (1) price (1) registration fee
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par
value per share ........ 400,000 shares (2) $23.906 $9,562,400.00 $2,524.47
-----------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933 and based upon
the sales price of the Company's Common Stock on The Nasdaq Stock Market on
October 3, 2000.
(2) If, as a result of stock splits, stock dividends or similar transactions,
the number of securities purported to be registered on this Registration
Statement changes, the provisions of Rule 416 shall apply to this
Registration Statement, and this Registration Statement shall be deemed to
cover the additional securities resulting from the split of, or dividend on
the securities covered by this Registration Statement.
===============================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The Registrant hereby incorporates by reference into this Registration
Statement the following document:
The Registrant's Registration Statement on Form S-8, Registration No.
333-79913, as filed with the Securities and Exchange Commission on
June 3, 1999.
This Registration Statement on Form S-8 is registering 400,000
additional shares of common stock of Nucentrix Broadband Networks, Inc. (the
"Company"), par value $.001 per share, pursuant to the Company's First Amended
and Restated 1999 Share Incentive Plan, as amended.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C> <C>
4.1 -- Nucentrix Broadband Networks, Inc. First Amended and Restated
1999 Share Incentive Plan (incorporated by reference to
Exhibit 4.1 to the Registrant's Registration Statement on
Form S-8, Registration No. 333-79913)
4.2 -- First Amendment to the Nucentrix Broadband Networks, Inc.
First Amended and Restated 1999 Share Incentive Plan
(incorporated by reference to Exhibit 10.2 to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2000)
5.1 -- Opinion of Vinson & Elkins L.L.P.
23.1 -- Consent of KPMG LLP
23.2 -- Consent of Vinson & Elkins L.L.P. (included in the opinion
filed as Exhibit 5.1 hereto)
24.1 -- Powers of Attorney (included in the signature pages hereto)
</TABLE>
-2-
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it 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 Plano, State of Texas, on the 29th day of
September, 2000.
NUCENTRIX BROADBAND NETWORKS, INC.
By: /s/ Carroll D. McHenry
--------------------------------------------------
Carroll D. McHenry
Chairman of the Board, President, Chief Executive
Officer and Acting Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears
below authorizes and appoints Carroll D. McHenry as his or her attorney-in-fact
to execute in the name of such person and to file any amendments to this
Registration Statement necessary or advisable to enable the Registrant to
comply with the Securities Act of 1933 and any rules, regulations and
requirements of the registration of the securities which are the subject of
this Registration Statement, which amendments may make such changes in the
Registration Statement as such attorney-in-fact may deem appropriate.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ Carroll D. McHenry Chairman of the Board, President, Chief September 29, 2000
--------------------------- Executive Officer and Acting Chief
Carroll D. McHenry Financial Officer (Principal Executive
Officer and Acting Principal Financial
Officer)
/s/ Amy E. Ivanoff Controller (Principal Accounting September 29, 2000
--------------------------- Officer)
Amy E. Ivanoff
/s/ Richard B. Gold Director September 15, 2000
---------------------------
Richard B. Gold
/s/ Terry S. Parker Director September 29, 2000
---------------------------
Terry S. Parker
/s/ Neil S. Subin Director September 14, 2000
------------------
Neil S. Subin
/s/ R. Ted Weschler Director September 29, 2000
---------------------------
R. Ted Weschler
</TABLE>
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C> <C>
4.1 -- Nucentrix Broadband Networks, Inc. First Amended and Restated
1999 Share Incentive Plan (incorporated by reference to
Exhibit 4.1 to the Registrant's Registration Statement on
Form S-8, Registration No. 333-79913)
4.2 -- First Amendment to the Nucentrix Broadband Networks, Inc.
First Amended and Restated 1999 Share Incentive Plan
(incorporated by reference to Exhibit 10.2 to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2000)
5.1 -- Opinion of Vinson & Elkins L.L.P.
23.1 -- Consent of KPMG LLP
23.2 -- Consent of Vinson & Elkins L.L.P. (included in the opinion
filed as Exhibit 5.1 hereto)
24.1 -- Powers of Attorney (included in the signature pages hereto)
</TABLE>
