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As filed with the Securities and Exchange Commission on January 24, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
METRO ONE TELECOMMUNICATIONS, INC.
(Exact name of registrant as specified in charter)
Oregon 93-0995165
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
8405 S.W. Nimbus Avenue
Beaverton, Oregon 97008
(503) 643-9500
(Address, including zip code and telephone number,
including area code, of registrant's principal executive offices)
METRO ONE TELECOMMUNICATIONS, INC.
1994 STOCK INCENTIVE PLAN
(Full Title of the Plan)
Timothy A. Timmins
President and Chief Executive Officer
Metro One Telecommunications, Inc.
8405 S.W. Nimbus Avenue
Beaverton, Oregon 97008
(503) 643-9500
(Name, address, including zip code and telephone number,
including area code, of agent for service)
with copies to:
Byron W. Milstead, Esq.
Ater Wynne Hewitt Dodson & Skerritt, LLP
222 S.W. Columbia, Suite 1800, Portland, Oregon 97201
(503) 226-1191
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CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of
be Registered Registered Offering Price per Share Aggregate Offering Price Registration
(1) (1) Fee
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<S> <C> <C> <C>
Common Stock, no 1,428,500
par value shares $9.00 $12,856,500 $4,433.28
===================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(h) the aggregate offering price is based on the
exercise prices of outstanding options and the average of the high and
low per share sales prices reported for the Common Stock on January 20,
1997, for options not yet granted.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents are incorporated by reference into this
Registration Statement:
(a) Prospectus filed with the Securities and Exchange
Commission (the "SEC") under Rule 424(b) on August 27, 1996.
(b) Annual Report on Form 10-KSB of Metro One
Telecommunications, Inc., (the "Company") for the year ended December 31, 1995
filed with the SEC on March 29, 1996. Amendments 1 and 2 to Annual Report on
form 10-KSB filed with the SEC on July 23, 1996, and August 20, 1996.
(c) Quarterly Report on Form 10-QSB of the Company for the
quarter ended March 31, 1996, filed with the SEC on May 10, 1996, Current Report
on Form 8-K of the Company filed with the SEC on May 10, 1996, Quarterly Report
on Form 10-QSB of the Company for the quarter ended June 30, 1996 filed with the
SEC on August 12, 1996, and Quarterly Report on Form 10-Q of the Company for the
quarter ended September 30, 1996 filed with the SEC on November 12, 1996.
(d) Registration Statement on Form 8-A of the Company filed
with the SEC on October 18, 1995.
(e) All documents filed by the Company with the SEC pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of
this Registration Statement and before the date of filing of a post-effective
amendment to this Registration Statement stating that all securities offered
have been sold or which deregisters all securities then remaining unsold.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As an Oregon corporation the Company is subject to the Oregon Business
Corporation Act ("OBCA") and the exculpation from liability and indemnification
provisions contained therein. Pursuant to Section 60.047(2)(d) of the OBCA,
Article XVI of the Company's Second Restated Articles of Incorporation (the
"Articles") eliminates the liability of the Company's directors to the Company
or its shareholders, except for any liability related to breach of the duty of
loyalty, actions not in good faith and certain other liabilities. The Articles
require the Company to indemnify its directors and officers to the fullest
extent not prohibited by law.
Section 60.387, et seq., of the OBCA allows corporations to indemnify
their directors and officers against liability where the director or officer has
acted in good faith and with a reasonable belief that actions taken were in the
best interests of the corporation or at least not adverse to the corporation's
best interests and, if in a criminal proceeding, the individual had no
reasonable cause to believe the conduct in question was unlawful. Under the
OBCA, corporations may not indemnify against liability in connection with a
claim by or in the right of the
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corporation in which the director or officer was adjudged liable to the
corporation, but may indemnify against the reasonable expenses associated with
such claims. Corporations may not indemnify against breaches of the duty of
loyalty. The OBCA mandates indemnification against all reasonable expenses
incurred in the successful defense of any claim made or threatened whether or
not such claim was by or in the right of the corporation. Finally, a court may
order indemnification if it determines that the director or officer is fairly
and reasonably entitled to indemnification in view of all the relevant
circumstances whether or not the director or officer met the good faith and
reasonable belief standards of conduct set out in the statute.
The OBCA also provides that the statutory indemnification provisions
are not deemed exclusive of any other rights to which directors or officers may
be entitled under a corporation's articles of incorporation or bylaws, any
agreement, general or specific action of the board of directors, vote of
shareholders or otherwise.
In addition to the provisions contained in the Articles, the Amended
and Restated Bylaws of the Company (the "Bylaws") also require the Company to
indemnify its directors and officers to the fullest extent permitted by the
OBCA. In addition, the Bylaws deem that all rights to indemnification under the
Bylaws are deemed to be contractual rights and are to be effective to the same
extent as if provided for in a contract between the Company and the director or
officer who serves in such capacity.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Number Description
------ -----------
5.1 Opinion of Ater Wynne Hewitt Dodson & Skerritt, LLP as to the
legality of the securities being registered
23.1 Consent of Ater Wynne Hewitt Dodson & Skerritt, LLP (included
in legal opinion filed as Exhibit 5.0)
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Price Waterhouse LLP
24.1 Powers of Attorney (included in signature page in Part II of
the Registration Statement)
99.1 Metro One Telecommunications, Inc. 1994 Stock Incentive Plan
(incorporated by reference to Exhibit 10.3 to Registrant's
Annual Report on Form 10-KSB (Commission File No. 0-27024))
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes 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;
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(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 subparagraphs (i) and (ii) do not apply if
the information required to be included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed 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.
(b) The undersigned registrant hereby undertakes that, for the
purpose of determining 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.
(c) The undersigned registrant hereby undertakes to remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
(d) The undersigned registrant hereby undertakes 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 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.
(e) 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 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 a director, officer or controlling person in
connection with 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.
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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 Portland, State of Oregon, on the 22nd day of
January, 1997.
METRO ONE TELECOMMUNICATIONS, INC.
By: /s/ Timothy A. Timmins
______________________________
Timothy A. Timmins
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Timothy A. Timmins and Stebbins B.
Chandor, Jr., and each of them singly, as true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities to sign the registration
statement filed herewith and any or all amendments to said registration
statement (including post-effective amendments), 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 and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agent or any of them, or their or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Witness our hands on the date set forth below.
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.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Timothy A. Timmins President, Chief Executive Officer and January 22, 1997
- ---------------------------- Director (Principal Executive Officer)
Timothy A. Timmins
/s/ Stebbins B. Chandor, Jr. Senior Vice President and Chief Financial January 22, 1997
- ---------------------------- Officer (Principal Financial Officer)
Stebbins B. Chandor, Jr.
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ Karen L. Johnson Vice President and Controller (Principal January 22, 1997
- ---------------------------- Accounting Officer)
Karen L. Johnson
/s/ A. Jean de Grandpre Director and Chairman of the Board January 22, 1997
- ----------------------------
A. Jean de Grandpre
/s/ G. Raymond Doucet Director January 22, 1997
- ----------------------------
G. Raymond Doucet
/s/ William D. Rutherford Director January 22, 1997
- ----------------------------
William D. Rutherford
</TABLE>
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INDEX TO EXHIBITS
Exhibit Page
Number Exhibit No.
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5.1 Opinion of Ater Wynne Hewitt Dodson & Skerritt as to the legality of
the securities being registered
23.1 Consent of Ater Wynne Hewitt Dodson & Skerritt (included in legal
opinion filed as Exhibit 5.0)
23.2 Consent of Deloitte & Touche, LLP
23.3 Consent of Price Waterhouse LLP
24.1 Powers of Attorney (included in signature page in Part II of the
Registration Statement)
99.1 Metro One Telecommunications, Inc. 1994 Stock Incentive Plan
(incorporated by reference to Exhibit 10.3 to Registrant's Annual
Report on Form 10-KSB (Commission File No. 0-27024))
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EXHIBIT 5.1
LETTERHEAD OF ATER WYNNE HEWITT DODSON & SKERRITT, LLP
January 22, 1997
Board of Directors
Metro One Telecommunications, Inc.
8405 S.W. Nimbus Avenue
Beaverton, OR 97008
Gentlemen:
In connection with the filing of a registration statement (the
"Registration Statement") under the Securities Act of 1933, as amended, with the
Securities and Exchange Commission on Form S-8, relating to the proposed sale by
Metro One Telecommunications, Inc. (the "Company"), of an aggregate of 1,428,500
shares of its common stock, no par value (the "Common Stock") issuable upon the
exercise of options granted pursuant to the Company's 1994 Stock Incentive Plan,
we have examined such corporate records, certificates of public officials and
offerees of the Company and other documents as we have considered necessary or
proper for the purpose of this opinion.
Based on the foregoing and having regard to legal issues which we deem
relevant, it is our opinion that the shares of Common Stock will, when sold, be
validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
above-mentioned registration statement.
Very truly yours,
ATER WYNNE HEWITT DODSON & SKERRITT, LLP
/s/ Jack W. Schifferdecker, Jr.
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Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Metro One Telecommunications, Inc. on Form S-8 of our report dated March 18,
1996, appearing in the Prospectus, which is part of Registration Statement No.
333-05183 filed on Form S-1 and in the Annual Report on Form 10-KSB of Metro
One Telecommunications, Inc. for the year ended December 31, 1995.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Portland, Oregon
January 22, 1997
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Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 6, 1995, appearing in the
Prospectus, which is part of Registration Statement No. 333-05183 filed on Form
S-1 of Metro One Telecommunications, Inc. (formerly Metro One Direct
Information Services, Inc.).
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Portland, Oregon
January 23, 1997
