As filed with the Securities and Exchange Commission on February 25, 2000
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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INTERNATIONAL FIBERCOM, INC.
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(Exact name of Registrant as specified in its charter)
Arizona 8-0271282
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3410 East University, Suite 180, Phoenix, Arizona 85034
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(Address of Principal Executive Offices) (Zip Code)
International FiberCom, Inc. 1997 Incentive Stock Option Plan
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(Full title of plans)
Mr. Joseph P. Kealy
International FiberCom, Inc.
3410 East University, Suite 180
Phoenix, Arizona 85034
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(Name and address of agent for service)
(602)387-4000
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(Telephone number, including area code, of agent for service)
The Commission is requested to send copies of all communications to:
Christian J. Hoffmann, III, Esq.
Streich Lang, P.A.
Renaissance One
Two North Central Avenue
Phoenix, Arizona 85004-2391
(602) 229-5336
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum Amount of
Securities to Amount to Offering Price Aggregate Registration
be Registered be Registered Per Share(1) Offering Price(1) Fee
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Common Stock,
no par value 2,000,000 $29.6875 $59,375,000 $15,675
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee, pursuant to Rules 457(c) and 457(h) of the Securities Act
of 1933, on the basis of the average of the high and low prices for shares
of Common Stock on February 22, 2000.
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This Registration Statement is filed pursuant to General Instruction E of
Form S-8 for the purpose of registering an additional 2,000,000 shares of common
stock, par value $.001 per share (the "Common Stock"), of International
FiberCom, Inc., an Arizona corporation (the "Registrant"), issuable pursuant to
the International FiberCom, Inc. 1997 Incentive Stock Option Plan. The
Registrant's previously filed Registration Statement on Form S-8 (No.333-41817),
as filed with the Securities and Exchange Commission (the "Commission") on
December 9, 1997, is hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference into this
Prospectus: (a) the Registrant's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1998; (b) the Registrant's Quarterly Reports on Form
10-Q for the period ended March 31, 1999, June 30, 1999 and September 30, 1999;
and (c) the description of the Registrant's capital stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Securities and
Exchange Commission pursuant to Section 12 of the Securities Act of 1934.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 14 or 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment to this Registration Statement which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing such
documents. Any statements contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or replaced for
purposes hereof to the extent that a statement contained herein (or in any other
subsequently filed document which is also incorporated or deemed to be
incorporated by reference herein) modifies or replaces such statement. Any
statement so modified or replaced shall not be deemed, except as so modified or
replaced, to constitute a part hereof.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Articles of Incorporation and Bylaws require the
Registrant to indemnify its directors and officers to the full extent provided
by Arizona law.
ARTICLE XII of the Articles of Incorporation of the Registrant provides as
follows:
The Corporation shall indemnify any person against expenses, including
without limitation, attorney's fees, judgements, fines and amounts paid in
settlement, actually and reasonably incurred by reason of the fact that he or
she is or was a director, officer, employee or agent of the Corporation or is or
was serving at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, in all circumstances in which, to the extent that, such
indemnification is specifically permitted and provided for by the laws of the
State of Arizona as then in effect.
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ARTICLE XII of the Bylaws of the registrant provide as follows:
12.01 Indemnification. To the full extent permitted by Arizona law, the
Corporation shall indemnify and pay the expenses of any person who is or was
made, or threatened to be made, a party to an action or proceeding (whether
civil, criminal, administrative or investigative) by reason of the fact that he
is or was a director, officer, employee, trustee or agent of or for the
Corporation or is or was serving at the request or with the prior approval of
the Corporation as a director, officer, employee, trustee or agent of another
corporation, trust or enterprise, against any liability asserted against him and
incurred by him in any capacity or arising out of his status as such, whether or
not the Corporation would have the power to indemnify him against such liability
under the provisions of these Bylaws.
ITEM 8. EXHIBITS.
EXHIBIT INDEX
Exhibit
Number Description Notes
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4.1 International FiberCom, Inc. 1997 Incentive Stock (1)
Option Plan, as amended
4.2 Form of 1997 Incentive Stock Option Agreement (2)
5 Form of opinion rendered by Streich Lang, P.A., *
counsel for the registrant
23.1 Consent of independent public accountants *
23.2 Consent of Counsel (See Exhibit 5)
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* Filed Herewith
(1) Filed with 1998 Notice and Proxy Statement dated June 18, 1998.
(2) Filed with Registration Statement on Form S-8 filed December 9, 1997.
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, represents a fundamental change in the information set
forth in the registration statement;
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(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 (i) and (ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs
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.
(2) That, for the purposes 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 a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) 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 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 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
offered, 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 of 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, International
FiberCom, Inc. 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 on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Phoenix and State of
Arizona on February 25, 2000.
INTERNATIONAL FIBERCOM, INC.,
an Arizona corporation
/s/ Terry W. Beiriger
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Terry W. Beiriger, Secretary and Treasurer
(Principal Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature and Title Date
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/s/ Joseph P. Kealy February 25, 2000
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Joseph P. Kealy, Chairman of the Board,
President, Principal Executive Officer and
Director
/s/ V. Thompson Brown February 25, 2000
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V. Thompson Brown, Director
/s/ John F. Kealy February 25, 2000
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John F. Kealy, Director
/s/ Richard J. Seminoff February 25, 2000
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Richard J. Seminoff, Director
/s/ Jerry A. Kleven February 25, 2000
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Jerry A. Kleven, Director
/s/ John P. Stephens February 25, 2000
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John P. Stephens, Director
/s/ C. James Jensen February 25, 2000
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C. James Jensen, Director
[LETTERHEAD OF STREICH LANG, P.A.]
February 25, 2000
International FiberCom, Inc.
3410 East University, Suite 180
Phoenix, Arizona 85034
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We are familiar with the proceedings taken and proposed to be taken by
International FiberCom, Inc., an Arizona corporation (the "Company"), with
respect to 2,000,000 shares of Common Stock, par value $.001 per share (the
"Shares"), of the Company to be offered and sold from time to time pursuant to
the Company's 1997 Incentive Stock Option Plan (the "Plan"). As counsel for the
Company, we have assisted in the preparation of a Registration Statement on Form
S-8 to be filed by the Company with the Securities and Exchange Commission to
effect the registration of the Shares under the Securities Act of 1933, as
amended.
In this connection, we have examined the Articles of Incorporation and
Bylaws of the Company, records of proceedings of the Board of Directors and
stockholders of the Company, and such other records and documents as we have
deemed necessary or advisable to render the opinion contained herein. Based upon
our examination and inquiries, we are of the opinion that the Shares, when
issued pursuant to the terms and conditions of the Plan, will be duly
authorized, validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement described above.
Very truly yours,
Christian J. Hoffmann, III
For the Firm
[LETTERHEAD OF BDO SEIDMAN, LLP]
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
International Fibercom, Inc.
3410 East University Drive, Suite 180
Phoenix, Arizona 85034
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement of our report dated March 17,
1999, relating to the consolidated financial statements and schedules of
International Fibercom, Inc. appearing in the Company's Annual Report on Form
10-K for the year ended December 31, 1998.
/s/ BDO Seidman, LLP
BDO SEIDMAN, LLP
Los Angeles, California
March 2, 2000
