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As filed with the Securities and Exchange Commission on August 21, 2000
Registration No.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNIVERSAL BROADBAND NETWORKS, INC.
(Exact name of registrant as specified in its charter)
Delaware 33-0611753
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2030 Main Street, Suite 550
Irvine, California 92614
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(Address of Principal (Zip Code)
Executive Offices)
2000 MANAGEMENT EQUITY INCENTIVE PLAN
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2000 EQUITY INCENTIVE PLAN
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(Full title of the plan)
Copy to:
JEFFREY R. MATSEN
Vice President and General Counsel CHRISTOPHER A. WILSON, ESQ.
Universal Broadband Networks, Inc. Pillsbury Madison & Sutro LLP
2030 Main Street, Suite 550 650 Town Center Drive, 7th Floor
Irvine, California 92614 Costa Mesa, California 92626
(949) 260-8100 (714) 436-6853
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(Name, address and telephone number,
including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of Amount Amount Proposed Maximum Proposed Amount of
Securities To To Be Offering Price Maximum Aggregate Registration
Be Registered Registered per Share(1) Offering Price(1) Fee
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<S> <C> <C> <C> <C>
Common Stock, 5,417,500 shares(2) $2.9375 $15,913,906.00 $4,201.27
$.001 par value
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 on the basis of the average of the high and low
prices as reported on the NASDAQ National Market on August 16, 2000.
(2) 2,417,500 Shares are issuable under the 2000 Management Equity
Incentive Plan and 3,000,000 Shares are issuable under the 2000 Equity
Incentive Plan
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The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
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Item 2. Registrant Information and Employee Plan Annual Information.*
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* Information required by Part I to be contained in the
Section 10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as amended
(the "Securities Act"), and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
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The following documents previously filed by Universal Broadband
Networks, Inc. (formerly IJNT.net, Inc.), a Delaware corporation (the
"Registrant"), with the Securities and Exchange Commission are incorporated by
reference in this Registration Statement:
(i) Annual Report on Form 10-K for the year ended March 31,
2000.
(ii) The description of the Registrant's Common Stock
incorporated by reference in the Registration Statement on Form 8-A dated April
21, 2000 filed by the Registrant to register the Common Stock under the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"), including
all amendments and reports filed for the purpose of updating such description
before the termination of the offering of the Common Stock offered hereby.
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All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, as amended, after the date of
this Registration Statement and before the filing of a post-effective amendment
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 of such documents.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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Section 145 of the General Corporation Law of Delaware allows a
corporation to indemnify any person who was or is, or is threatened to be made a
party to any threatened, pending or completed suit or proceeding. This applies
whether the matter is civil, criminal, administrative or investigative because
he or she is or was a director, officer, employee or agent of the corporation.
A corporation may indemnify against expenses (including attorney's
fees) and, except for an action by or in the name of the corporation, against
judgments, fines and amounts paid in settlement as part of such suit or
proceeding. This applies only if the person indemnified acted in good faith and
in a manner he or she reasonably believed to be in the best interest of the
corporation. In addition, with respect to any criminal action or proceeding, the
person had no reasonable cause to believe his or her conduct was unlawful.
In the case of an action by or in the name of the corporation, no
indemnification of expenses may be made for any claim, as to which the person
has been found to be liable to the corporation. The exception is if the court in
which such action was brought determines that the person is reasonably entitled
to indemnity for expenses.
Section 145 of the General Corporation Law of Delaware further provides
that if a director, officer, employee or agent of the corporation has been
successful in the defense of any suit, claim or proceeding described above, he
or she will be indemnified for expenses (including attorneys' fees) actually and
reasonably incurred by him or her.
The Company's Bylaws provide for indemnification of the officers and
directors of the Company to the fullest extent permitted by Delaware law.
Item 7. Exemption from Registration Claimed.
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Not applicable.
Item 8. Exhibits.
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See Index to Exhibits to this Form S-8, which is incorporated herein by
reference.
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Item 9. Undertakings.
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(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;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the dollar value
of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective 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 paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the registration statement is on Form S-3, Form
S-8 or Form F-3 and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Registrant
pursuant to section 13 or section 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.
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(b) The undersigned Registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to section 13(a) or section 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities 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 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 Securities
Act and will be governed by the final adjudication of such issue.
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SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Irvine, State of California, on August 16, 2000.
UNIVERSAL BROADBAND NETWORKS, INC.
By: /s/ MICHAEL A. STERNBERG
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Michael A. Sternberg
Chief Executive Officer
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POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael A. Sternberg and Jeffrey R.
Matsen and each of them his or her true and lawful attorneys-in-fact and agents,
each with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, to sign any and all
amendments, including post-effective amendments, to this registration statement,
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, 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 agents, or his or her
substitute or substitutes, may do or cause to be done by virtue hereof.
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 date indicated:
<TABLE>
<CAPTION>
Name Title Date
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<S> <C> <C>
/s/ JON H. MARPLE Chairman August 16, 2000
------------------------------ of the Board
Jon H. Marple
/s/ MARY E. BLAKE Vice Chairman and Director August 16, 2000
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Mary E. Blake
/s/ MICHAEL A. STERNBERG Chief Executive Officer, and August 16, 2000
------------------------------ Director
Michael A. Sternberg
/s/ RICHARD W. TORNEY Director August 16, 2000
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Richard W. Torney
/s/ RICHARD F. CHARLES Director August 16, 2000
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Richard F. Charles
/s/ H. DEAN CUBLEY Director August 16, 2000
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H. Dean Cubley
/s/ TERRY D. KRAMER Director August 16, 2000
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Terry D. Kramer
/s/ STEPHEN E. PAZIAN Director August 16, 2000
------------------------------
Stephen E. Pazian
</TABLE>
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INDEX TO EXHIBITS
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Exhibit
Number Exhibit
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5.1 Opinion of Pillsbury Madison & Sutro LLP
10.1 2000 Management Equity Incentive Plan (filed as Exhibit 4.6 to
the Registrant's Definitive Proxy Statement filed with the
Commission on July 5, 2000).
10.2 2000 Equity Incentive Plan (filed as Exhibit 4.7 to the
Registrant's Definitive Proxy Statement filed with the
Commission on July 5, 2000).
23.1 Consent of BDO Seidman, LLP
23.2 Consent of Smith & Company
23.3 Consent of Pillsbury Madison & Sutro LLP, included in Exhibit
5.1.
24.1 Power of Attorney, included on the signature page.
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