<PAGE>
As filed with the Securities and Exchange Commission on September 8, 1999
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)
------------------------
11200 MURRAY SCHOLLS PLACE
BEAVERTON, OREGON 97007
(503) 643-9500
(Address, including zip code and telephone number,
including area code, of registrant's principal executive offices)
------------------------
METRO ONE TELECOMMUNICATIONS, INC.
1999 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
------------------------
TIMOTHY A. TIMMINS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
METRO ONE TELECOMMUNICATIONS, INC.
11200 MURRAY SCHOLLS PLACE
BEAVERTON, OREGON 97007
(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 LLP
222 S.W. COLUMBIA, SUITE 1800, PORTLAND, OREGON 97201
(503) 226-1191
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Title of Securities to Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of
be Registered Registered Price per Share (1) Offering Price (1) Registration Fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par 150,000
value shares $16.4375 $2,465,625 $686
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
</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 September 2, 1999,
for shares not yet sold.
<PAGE>
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-K of Metro One Telecommunications, Inc.
(the "Company") for the year ended December 31, 1998, filed with the SEC on
March 31, 1999, and the Amendment to such Annual Report filed on April 29,
1999.
(c) Quarterly Report on Form 10-Q of the Company for the quarter
ended March 31, 1999, filed with the SEC on May 12, 1999, Current Report on
Form 8-K of the Company filed with the SEC on July 1, 1999, and Quarterly
Report on Form 10-Q of the Company for the quarter ended June 30, 1999,
filed with the SEC on July 30, 1999.
(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 X of the Company's Third Restated Articles of Incorporation (the
"Articles") eliminates the liability of the Company's
- 2 -
<PAGE>
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 reasonabale 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 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 contact between the Company and the director or
officer who serves in such capacity.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
Number Description
------ -----------
<S> <C>
5.1 Opinion of Ater Wynne LLP as to the legality of the
securities being registered
23.1 Consent of Ater Wynne LLP (included in legal opinion filed
as Exhibit 5.1)
- 3 -
<PAGE>
23.2 Consent of Deloitte & Touche LLP
24.1 Powers of Attorney (included in signature page in Part II of
the Registration Statement)
99.1 Metro One Telecommunications, Inc. 1999 Employee Stock
Purchase Plan (incorporated by reference to Appendix A to
Registrant's Definitive Proxy Statement on Form 14-A filed
May 28, 1999 (Commission File No. 0-27024))
</TABLE>
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;
(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;
(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
- 4 -
<PAGE>
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.
- 5 -
<PAGE>
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 31st day of August,
1999.
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/Timothy A. Timmins President, Chief Executive Officer 09/03/99
--------------------- and Director (Principal Executive
Timothy A. Timmins Officer)
- 6 -
<PAGE>
/s/Stebbins B. Chandor, Jr. Senior Vice President and Chief 09/03/99
--------------------------- Financial Officer (Principal
Stebbins B. Chandor, Jr. Financial Officer)
/s/R. Tod Hutchinson Vice President-Finance (Principal 09/03/99
-------------------- Accounting Officer)
R. Tod Hutchinson
/s/A. Jean de Grandpre Director 09/03/99
----------------------
A. Jean de Grandpre
/s/William D. Rutherford Director 09/03/99
------------------------
William D. Rutherford
/s/James M. Usdan Director 09/03/99
-----------------
James M. Usdan
</TABLE>
- 7 -
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
------- -------
<S> <C>
5.1 Opinion of Ater Wynne LLP as to the legality of the
securities being registered
23.1 Consent of Ater Wynne LLP (included in legal opinion
filed as Exhibit 5.1)
23.2 Consent of Deloitte & Touche, LLP
24.1 Powers of Attorney (included in signature page in Part
II of the Registration Statement)
99.1 Metro One Telecommunications, Inc. 1999 Employee Stock Purchase
Plan (incorporated by reference to Appendix A to Registrant's
Definitive Proxy Statement on Form 14-A filed May 28, 1999
(Commission File No. 0-27024))
</TABLE>
- 8 -
<PAGE>
ATER WYNNE LLP
LETTERHEAD
EXHIBIT 5.1
September 4, 1999
Board of Directors
Metro One Telecommunications, Inc.
11200 Murray Scholls Place
Beaverton, OR 97007
Gentlemen:
In connection with the registration of 150,000 shares of common stock, no
par value (the "Common Stock"), of Metro One Telecommunications, Inc., an Oregon
corporation (the "Company"), under the Registration Statement on Form S-8 to be
filed with the Securities and Exchange Commission on September 8, 1999, and the
proposed offer and sale of the Common Stock pursuant to the terms of the
Company's 1999 Employee Stock Purchase Plan (the "1999 Plan"), we have examined
such corporate records, certificates of public officials and officers 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 to be offered
pursuant to the 1999 Plan, when such shares have been delivered against payment
therefor as contemplated by the 1999 Plan, will be validly issued, fully paid
and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
above-mentioned registration statement.
Very truly yours,
/s/ Ater Wynne LLP
Ater Wynne LLP
<PAGE>
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 February 15,
1999, appearing in the Annual Report on Form 10-K of Metro One
Telecommunications, Inc. for the year ended December 31, 1998.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Portland, Oregon
September 4, 1999
