As Filed With the Securities and Exchange Commission on October 10, 2000
Registration No. 333-46728
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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INTERNATIONAL FIBERCOM, INC.
(Exact Name of Registrant as Specified in Its Charter)
Arizona 8-0271282
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification Number)
3410 East University, Suite 180
Phoenix, Arizona 85034
(602) 387-4000
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
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Mr. Joseph P. Kealy
International Fibercom, Inc.
3410 East University, Suite 180
Phoenix, Arizona 85034
(602) 387-4000
(Name, Address, Including Zip Code, and Telephone
Number, Including Area Code, of Agent for Service of Service)
THE COMMISSION IS REQUESTED TO SEND COPIES OF ALL COMMUNICATIONS TO:
Christian J. Hoffmann, III
Quarles & Brady Streich Lang LLP
2 North Central Avenue
Phoenix, Arizona 85004-2391
(602) 229-5200
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO PUBLIC:
From time to time after the Registration Statement becomes effective as
determined by market conditions and the needs of the Selling Shareholders.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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<S> <C> <C> <C> <C>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
SECURITY TO BE REGISTERED REGISTERED(1) UNIT(2) PRICE(2) REGISTRATION FEE
------------------------------------------------------------------------------------------------------------
Common Stock, no par value 1,527,384 $13.97 $21,335,646 $5,633*
============================================================================================================
</TABLE>
(1) In the event of a stock split stock dividend, or similar transaction
involving the Company's Common Stock, in order to prevent dilution, the
number of shares registered shall automatically be increased to cover the
additional shares in accordance with Rule 416(a) under the Securities Act.
(2) Estimated for purposes of calculating the amount of registration fee only.
* The Registrant has already paid $8,492 in connection with the original
filing of this registration statement.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
================================================================================
<PAGE>
SUBJECT TO COMPLETION DATED OCTOBER 10, 2000
PROSPECTUS
International FiberCom, Inc.
1,527,384 Shares of Common Stock
This prospectus is part of a registration statement that covers 1,527,384
shares of our common stock. These shares may be offered and sold from time to
time by the selling shareholders ("Selling Shareholders"). We will not receive
any of the proceeds from the sale.
Our common stock is traded on the NASDAQ National Market under the Symbol
"IFCI." On October 5, 2000, the average of the high and low prices of the common
stock on the NASDAQ National Market was $13.97 per share.
Unless the context indicates otherwise, all references to "we," "our," the
"Company" or "IFC" refer to International FiberCom, Inc. and its subsidiaries.
Our principal executive offices are located at 3410 East University, Suite 180,
Phoenix, Arizona 85034. Our telephone number is (602) 387-4000.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR A DISCUSSION OF CERTAIN RISKS
RELATED TO AN INVESTMENT IN THE COMMON STOCK.
----------
The date of this Prospectus is ___________, 2000
<PAGE>
TABLE OF CONTENTS
WHERE YOU CAN FIND MORE INFORMATION......................................... 3
RISKS FACTORS............................................................... 4
USE OF PROCEEDS............................................................. 6
SELLING SHAREHOLDERS........................................................ 6
PLAN OF DISTRIBUTION........................................................ 7
LEGAL MATTERS............................................................... 8
EXPERTS..................................................................... 8
You should rely only on the information contained or incorporated by
reference in this prospectus and in any accompanying prospectus supplement. No
one has been authorized to provide you with different information.
The shares of common stock are not being offered in any jurisdiction where
the offer is not permitted.
You should not assume that the information in this prospectus or any
prospectus supplement is accurate as of any date other than the date on the
front of the documents.
2
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, NY and Chicago, IL.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Our SEC filings are also available to the public at the SEC's
web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file
with it, which means we can disclose important information to you by referring
to those documents. The information incorporated by reference is considered to
be a part of this prospectus, and information that we file later with the SEC
will automatically update and supersede previously filed information, including
information contained in this document.
We incorporate by reference the documents listed below and any future
filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities and Exchange Act of 1934 until the Selling Shareholders sell all of
their shares.
* Annual Report on Form 10-K for the fiscal year ended December 31,
1999;
* Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000
and June 30, 2000; and
* The description of our common stock that is contained in the
Registration of Certain Classes of Securities Pursuant to Section
12(b) or (g) of the Securities Exchange Act of 1934 on Form 8-A, dated
August 9, 1994, as amended from time to time.
You may request a copy of these filings, at no cost, by writing or
telephoning us at our principal executive offices at the following address and
phone number:
Secretary
International FiberCom, Inc.
3410 East University, Suite 180
Phoenix, Arizona 85034
(602) 387-4000
You should rely only on the information contained or incorporated by
reference in this prospectus and in any prospectus supplement. We have not
authorized anyone else to provide you with different information. The Selling
Shareholders will not make an offer of these shares in any state where the offer
is not permitted. You should not assume that the information in this prospectus
or any supplement is accurate as of any date other than the date on the front of
the documents.
3
<PAGE>
RISKS FACTORS
SALES OF OUR COMMON STOCK BY OUR OFFICERS AND DIRECTORS OR OTHER LARGE
SHAREHOLDERS MAY LOWER THE MARKET PRICE OF OUR COMMON STOCK
Our officers and directors own an aggregate of shares of our common stock,
including exercisable stock options. If our officers and directors, or other
shareholders, sell a substantial amount of our common stock or even the
potential for such sales, it could cause the market price of our common stock to
decrease and could hurt our ability to raise capital through the sale of our
equity securities.
THE PRICE OF OUR COMMON STOCK MAY VARY SIGNIFICANTLY IN THE SHORT TERM DUE TO:
The market price of our common stock has historically shown a large amount of
price volatility. The last three years have been marked by generally favorable
industry conditions, acquisitions of new businesses and substantially improving
operating results, including revenue and net income from recently acquired
businesses which has resulted in a large increase in the market price of our
common stock.
LARGE FLUCTUATIONS IN THE STOCK MARKET IN GENERAL
The stock market has also experienced extreme price and volume fluctuations that
have affected the market price of many companies. These fluctuations have often
been unrelated to the operating performance of particular companies. Our common
stock price may be affected by these fluctuations.
FLUCTUATIONS IN OUR OPERATING RESULTS, NEW TECHNOLOGY, ANNOUNCEMENTS OF NEW
ACQUISITIONS OR OTHER FACTORS
The trading price of our common stock in the future could be subject to wide
fluctuations in response to many factors including:
* quarterly variations in our operating results or those of our competitors;
* actual or anticipated announcements of new acquisitions by us or our
competitors;
* actual or anticipated announcements of new contracts by us or our
competitors;
* technical innovations or new products by our competitors;
* changes in analysts' estimates of our financial performance;
* changes in capital plans of our cable and other customers; and
* general industry, economic and financial conditions in the United States.
WE MAY ISSUE OPTIONS UNDER OUR STOCK OPTION PLANS AND SELL SHARES UNDER OUR
EMPLOYEE STOCK PURCHASE PLAN WHICH MAY DILUTE THE INTERESTS OF SHAREHOLDERS
We reserved 441,707 shares of our common stock for issuance under our 1994
Incentive Stock Option and Restricted Stock Purchase Plans, 6,200,000 shares of
common stock for issuance under our 1997 Incentive Stock Option and Restricted
Stock Plans and 2,000,000 shares for issuance under our Employee Stock Purchase
Plan. The exercise price for incentive stock options granted under our plans are
set at the market price on the date of grant or, in the case of certain holders,
110% of the market price on the date of grant. Non-statutory options are also
granted from time to time outside of our stock option plans. The exercise price
of these non-statutory stock options are set at the market price on the date of
grant.
4
<PAGE>
If stock options with an exercise price lower than the current market price are
exercised, our stockholders will experience dilution. Also, the terms upon which
we will be able to obtain equity capital may be affected since the holders of
outstanding options can be expected to exercise them at a time when we would, in
all likelihood, be able to obtain needed capital on terms more favorable to us
than those provided in outstanding options.
WE MAY ISSUE EQUITY SECURITIES IN THE FUTURE WHOSE TERMS AND RIGHTS ARE SUPERIOR
TO THOSE OF OUR COMMON STOCK
Our Articles of Incorporation authorize the issuance of up to 10,000,000 shares
of preferred stock. As of September 27, 2000, none of such preferred shares were
outstanding. However, shares of preferred stock may be issued by our board of
directors from time to time in one or more series for the consideration and with
the rights and preferences as our board of directors decides. Any shares of
preferred stock that may be issued in the future could be given voting and
conversion rights that could dilute the voting power and equity of holders of
shares of common stock, and have preferences over shares of common stock with
respect to dividends and in liquidation.
WE HAVE NEVER PAID DIVIDENDS ON OUR COMMON STOCK AND DO NOT PLAN TO DO SO IN THE
FUTURE
Our equity securities are entitled to receive any dividends that may be declared
by our board of directors. We have not paid any cash dividends on our common
stock and we do not expect to pay cash dividends on our preferred stock or
common stock in the near term. We intend to retain any future earnings to
provide funds for operations of our business. Investors who anticipate the need
for dividends from investments should not purchase our common stock.
FORWARD-LOOKING INFORMATION
This prospectus includes forward-looking statements. We have based these
forward-looking statements on our current expectations and projections about
future events. These forward-looking statements include, among other things:
* Our future growth and profitability;
* Anticipated trends in our industry;
* Our competitive strengths and business strategy; and
* Our intention to increase our presence and scope by introducing new
proprietary wireless products and solutions.
The forward-looking statements included in the prospectus are subject to risks,
uncertainties and assumptions about us. Our actual results of operations may
differ materially from the forward-looking statements as a result of, among
other things; the risks, assumptions and uncertainties relating to the rapid
technological and regulatory changes in the telecommunications industry; the
volume of work we receive from our customers; the highly competitive nature of
the telecommunications service industry; our ability to attract and retain
qualified employees; our ability to manage our rapid growth; the possible
fluctuation in our quarterly operating results; the short-term nature of many of
our contracts; our ability to replace our contracts as they are completed or
terminate; the underutilization of our personnel due to project delays,
reductions or terminations; dependence on the continued trend toward outsourcing
telecommunication services; our ability to identify, finance and assimilate our
acquisitions; the competition for acquisition candidates, dependence upon our
key personnel; our dependence upon major customers and large contacts; and the
various limitations imposed on us by our credit facility; and the other risk
factors described under "Risk Factors," above. Except as required by law, we
undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
In light of these risks, uncertainties and assumptions, the forward-looking
events discussed in this prospectus might not occur.
5
<PAGE>
USE OF PROCEEDS
All net proceeds from the sale of the common stock covered by this
prospectus will be received by the Selling Shareholders who offer and sell their
shares. We will not receive any proceeds from the sale of the common stock by
the Selling Shareholders.
SELLING SHAREHOLDERS
The following table provides certain information with respect to the common
stock beneficially owned by the Selling Shareholders who are entitled to use
this prospectus. The information in the table is as of the date of this
prospectus. No selling shareholder has had a material relationship with IFC
within the past three years other than as a result of the ownership of common
stock. The common stock listed below may be offered from time to time by the
Selling Shareholders named below or their nominees:
<TABLE>
<CAPTION>
SHARES AVAILABLE PERCENT OWNED AFTER
NAME AND ADDRESS SHARES FOR SALE UNDER COMPLETION OF THE
OF SELLING SHAREHOLDER OWNED(1) THIS PROSPECTUS OFFERING (1)
---------------------- -------- --------------- ------------
<S> <C> <C>
Michael N. Johnson 865,963 865,963
Premier Cable Communications, Inc.
6801 Lake Worth Boulevard
Lake Worth, Florida 33467
Edward D'Amelio 151,557 151,557
New York Antenna, Inc.
2940 Richmond Terrace
Staten Island, New York 10303
Charles and Kathleen Beecroft 161,623 161,623
Beecroft Trenching, Inc.
2902 East Jones Avenue
Phoenix, Arizona 85040
William and Carolyn Delgado (2) 130,263 130,263
5945 Palm Drive
Carmichael, CA 95608
First Union Securities, Inc. 64,178 64,178
c/o Richard Baum, Managing Director
One South Denn Plaza
Widner Building - 11th Floor
Philadelphia, PA 19107
Clyde Berg 15,818 15,818
10050 Bandley
Cupertino, CA 95014
Former shareholders of 77,214 28,284
All Star Telecom, Inc. (2)
Former shareholders of 36,554 36,554
Precision Directional Services, Inc.(3)
Former shareholders of 71,874 71,874
Riley Communications, Inc.(4)
Michael Pandelakis 1,270 1,270
Blueridge Solutions, L.C
4049 E. Mercer Ln.
Phoenix, Arizona 85028
</TABLE>
6
<PAGE>
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(1) Because (i) a selling shareholder may offer all or some of the shares of
common stock which he holds pursuant to the offerings contemplated by this
prospectus, (ii) the offerings of shares of common stock are not
necessarily being underwritten on a firm commitment basis, and (iii) a
selling shareholder could purchase additional shares of common stock from
time to time, no estimate can be given as to the amount of shares of common
stock that will be held by any selling shareholder upon termination of such
offerings. See "PLAN OF DISTRIBUTION."
(2) All of the shares owned by the former shareholders of All Star were
acquired in connection with our purchase of all or substantially all of the
assets of All Star. Under the terms of the purchase we agreed to register
the shares received in this purchase. The shares held by each of these
shareholders, excluding William and Carolyn Delgado and Clyde Berg, do not
exceed one percent (1%) of our capitalization. In the past three years,
none of these holders has had a material relationship with us, except that
certain of the individuals included in this group have become our employees
after the purchase.
(3) All of the shares owned by the former shareholders of Precision Directional
Services, Inc. were acquired in connection with our purchase of all or
substantially all of the assets of Precision. Under the terms of the
purchase we agreed to register the shares received in this purchase. The
shares held by these shareholders do not exceed one percent (1%) of our
capitalization. In the past three years, none of these holders has had a
material relationship with us, except that certain of the individuals
included in this group have become our employees after the purchase.
(4) All of the shares owned by the former shareholders of Riley Communications,
Inc. were acquired in connection with our purchase of all or substantially
all of the assets of Riley. Under the terms of the purchase we agreed to
register the shares received in this purchase. The shares held by each of
these shareholders do not exceed one percent (1%) of our capitalization. In
the past three years, none of these holders has had a material relationship
with us, except that certain of the individuals included in this group have
become our employees after the purchase.
PLAN OF DISTRIBUTION
We are registering the common shares covered by this prospectus for the
Selling Shareholders. As used in this prospectus, "Selling Shareholders"
includes the pledgees, donees, transferees or others who may later hold the
Selling Shareholders' interests. We will pay the costs and fees of registering
the common shares, but the Selling Shareholders will pay any brokerage
commissions, discounts or other expenses relating to the sale of the common
shares.
The Selling Shareholders may sell the common shares in the over-the-counter
market or otherwise, at market prices prevailing at the time of sale, at prices
related to the prevailing market prices, or at negotiated prices. In addition,
the Selling Shareholders may sell some or all of their common shares through:
* a block trade in which a broker-dealer may resell a portion of the
block, as principal, in order to facilitate the transaction;
* purchases by a broker-dealer, as principal, and resale by the
broker-dealer for its account; or
* ordinary brokerage transactions and transactions in which a broker
solicits purchasers.
7
<PAGE>
When selling the common shares, the Selling Shareholders may enter into
hedging transactions. For example, the Selling Shareholders may:
* enter into transactions involving short sales of the common shares by
broker-dealers;
* sell common shares short themselves and redeliver such shares to close
out their short positions;
* enter into option or other types of transactions that require the
selling shareholder to deliver common shares to a broker-dealer, who
will then resell or transfer the common shares under this prospectus;
or
* loan or pledge the common shares to a broker-dealer, who may sell the
loaned shares or, in the event of default, sell the pledged shares.
The Selling Shareholders may negotiate and pay broker-dealers commissions,
discounts or concessions for their services. Broker-dealers engaged by the
Selling Shareholders may allow other broker-dealers to participate in resales.
However, the Selling Shareholders and any broker-dealers involved in the sale or
resale of the common shares may qualify as "underwriters" within the meaning of
the Section 2(a)(11) of the Securities Act of 1933 (the "1933 Act"). In
addition, the broker-dealers' commissions, discounts or concession may qualify
as underwriters' compensation under the 1933 Act. If the Selling Shareholders
qualify as "underwriters," they will be subject to the prospectus delivery
requirements of Section 5(b)(2) of the 1933 Act. We have informed the Selling
Shareholders that the anti-manipulative provisions of Regulation M promulgated
under the Exchange Act may apply to their sales in the market.
In addition to selling their common shares under this prospectus, the
Selling Shareholders may:
* agree to indemnify any broker-dealer or agent against certain
liabilities related to the selling of the common shares, including
liabilities arising under the 1933 Act;
* transfer their common shares in other ways not involving market makers
or established trading markets, including directly by gift,
distribution, or other transfer; or
* sell their common shares under Rule 144 of the 1933 Act rather than
under this prospectus, if the transaction meets the requirements of
Rule 144.
LEGAL MATTERS
The legality of the securities offered hereby has been passed upon for us
by Quarles & Brady Streich Lang, LLP, Phoenix, Arizona. One or more members of
such law firm who have worked on substantive matters for us own shares of our
common stock constituting less than 1% of our total outstanding common stock.
EXPERTS
The financial statements incorporated by reference in this Prospectus have
been audited by BDO Seidman, LLP and by Semple & Cooper, LLP, independent
certified public accountants, to the extent and for the period set forth in the
respective reports of such firms incorporated herein by reference, and are
incorporated herein in reliance upon such reports given upon the authority of
such firms as experts in auditing and accounting.
8
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated costs and expenses of the
Company in connection with the offering described in the Registration Statement.
Securities and Exchange Commission Registration Fee $ 8,492
Legal Fees and Expenses 20,000
Accounting Fees and Expenses 5,000
Other Expenses 1,000
-------
Total Expenses $34,492
=======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our articles of incorporation and bylaws limit, to the maximum extent
permitted by Arizona law, the liability of our directors for monetary
damages arising from a breach of their duties as directors. The limitation
of liability does not affect the availability of equitable remedies, such
as injunctive relief or rescission.
Our articles of incorporation require us to indemnify our directors and
officers, to the maximum extent permitted by Arizona law, against liability
arising against them for acts or omissions within the scope of their
authority as directors or officers. Indemnification is prohibited if our
board of directors finds that the person's action or omission was willful,
grossly negligent, or with fraudulent or criminal intent, or for
liabilities under the Securities Act of 1933. Under Arizona law, we may
indemnify a director or officer against liability incurred on account of
service to us, if the director or officer:
* conducted himself or herself in good faith;
* reasonably believed that his or her conduct (1) if in an official
capacity, was in our best interests or (2) if in any other capacity,
was not opposed to our best interests;
* in the case of any criminal proceeding, had no reasonable cause to
believe that his or her conduct was unlawful; and
* did not improperly receive personal benefit.
The above discussion is qualified in its entirety by reference to the
Company's Articles of Incorporation and Bylaws.
II-1
<PAGE>
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION REFERENCE
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<S> <C> <C>
3.1 Restated Articles of Incorporation of Registrant dated October 21, 1981 (1)
3.2 Amendment to Articles of Incorporation of Registrant dated April 18, 1986 (1)
3.3 Amendment to Articles of Incorporation of Registrant dated May 20, 1987 (1)
3.4 Amendment to Articles of Incorporation of Registrant dated February 4, 1988 (1)
3.5 Amendment to Articles of Incorporation of Registrant dated August 15, 1991 (1)
3.6 Amendment to Articles of Incorporation of Registrant dated June 3, 1994 (1)
3.7 Amended, Revised, and Restated Bylaws of Registrant (1)
4.1 Form of Common Stock Certificate (1)
5.1 Opinion of Streich Lang, P.A. as to the legality of securities being registered
23.1 Consent of BDO Seidman, LLP as Independent Auditors, for the years ended
12/31/98 and 12/31/99
23.2 Consent of Streich Lang, P.A. (2)
24 Power of Attorney *
27.1 Financial Data Schedule (3)
</TABLE>
----------
* Previously filed
(1) Filed with Registration Statement on Form SB-2, No. 33-79730, dated
August 10, 1994
(2) Included in Exhibit 5.1
(3) Previously filed on Form 10-Q for the quarter ended June 30, 2000.
ITEM 17. UNDERTAKINGS
A. The Company 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;
(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;
II-2
<PAGE>
(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 clauses (i) and
(ii) do not apply if the information required to be included in
a post-effective amendment by those clauses is contained in
periodic reports filed with or furnished to the Commission by
the Company pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Company's annual report pursuant to Section
13(a) or 15(d) of the Exchange Act 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.
B. Request for acceleration of effective date:
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer 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 small business issuer of expenses incurred or paid by a director, officer or
controlling person of the small business issuer 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 registered, the small business
issuer 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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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
International FiberCom, Inc. certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Phoenix and State of
Arizona on October 10, 2000.
INTERNATIONAL FIBERCOM, INC., an Arizona
corporation
/s/ Joseph P. Kealy
----------------------------------------
Joseph P. Kealy, Chairman of the Board
and President (Chief Executive 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
------------------- ----
/s/ Joseph P. Kealy October 10, 2000
---------------------------------------
Joseph P. Kealy, Chairman of the Board
and President (Chief Executive Officer)
* October 10, 2000
---------------------------------------
John F. Kealy, Director
* October 10, 2000
---------------------------------------
Richard J. Seminoff, Director
* October 10, 2000
---------------------------------------
Jerry A. Kleven, Director
* October 10, 2000
---------------------------------------
John P. Stephens, Director
* October 10, 2000
---------------------------------------
C. James Jensen, Director
/s/ Terry W. Beiriger October 10, 2000
---------------------------------------
Terry W. Beiriger, Secretary and
Treasurer (Principal Accounting Officer)
* By: /s/ Joseph P. Kealy
---------------------------------
Joseph P. Kealy
Attorney-in-fact
II-4
