As filed with the Securities and Exchange Commission on September 26, 2003
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 (State or other jurisdiction of incorporation or organization) |
93-0995165 (I.R.S. Employer 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:
CHRISTINA L. MUNN, ESQ.
HELLER EHRMAN WHITE & McAULIFFE LLP
601 SOUTH FIGUEROA STREET, 40TH FLOOR,
LOS ANGELES, CALIFORNIA 90017-5758
(213) 689-0200
CALCULATION OF REGISTRATION FEE
| Title of securities to be Registered |
Amount to be Registered(1) |
Proposed Maximum Offering Price per Share(2) |
Proposed Maximum Aggregate Offering Price(1) |
Amount of Registration Fee |
||||
|---|---|---|---|---|---|---|---|---|
| Common Stock, no par value | 250,000 shares | $3.75 | $937,500 | $75.84 |
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This registration statement is filed in accordance with the provisions of General Instruction E to Form S-8 for the purpose of registering additional shares of common stock for offer and sale under the Metro One Telecommunications, Inc. 1999 Employee Stock Purchase Plan, for which a registration statement on Form S-8 (File No. 333-86697) is already effective. Except to the extent that exhibits are filed herewith, the contents of Metro One Telecommunications, Inc.'s registration statement on Form S-8 (File No. 333-86697) are hereby incorporated by reference.
| Number |
Description |
|
|---|---|---|
| 5.1 | Opinion of Heller Ehrman White & McAuliffe LLP as to the legality of the securities being registered | |
23.1 |
Consent of Heller Ehrman White & McAuliffe 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 |
Amendment to Metro One Telecommunications, Inc. 1999 Employee Stock Purchase Plan |
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 Beaverton, State of Oregon, on the 26th day of September, 2003.
| METRO ONE TELECOMMUNICATIONS, INC. | |||
By: |
/s/ TIMOTHY A. TIMMINS Timothy A. Timmins President and Chief Executive Officer |
||
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Timothy A. Timmins and Dale N. Wahl, 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.
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.
| Signature |
Title |
Date |
||
|---|---|---|---|---|
/s/ TIMOTHY A. TIMMINS Timothy A. Timmins |
President, Chief Executive Officer and Director (Principal Executive Officer) |
September 26, 2003 |
||
/s/ DALE N. WAHL Dale N. Wahl |
Senior Vice President and Chief Financial Officer (Principal Financial Officer) |
September 26, 2003 |
||
/s/ DUANE C. FROMHART Duane C. Fromhart |
Vice President—Finance (Principal Accounting Officer) |
September 26, 2003 |
||
/s/ WILLIAM D. RUTHERFORD William D. Rutherford |
Director |
September 26, 2003 |
||
/s/ ROGER L. PRINGLE Roger L. Pringle |
Director |
September 26, 2003 |
||
/s/ HELENA MATTILA Helena Mattila |
Director |
September 26, 2003 |
||
/s/ AIMO OLKKONEN Aimo Olkkonen |
Director |
September 26, 2003 |
||
/s/ JAMES M. USDAN James M. Usdan |
Director |
September 26, 2003 |
||
/s/ DAVID A. WILLIAMS David A. Williams |
Director |
September 26, 2003 |
| Exhibit Number |
Exhibit |
|
|---|---|---|
| 5.1 | Opinion of Heller Ehrman White & McAuliffe LLP as to the legality of the securities being registered | |
23.1 |
Consent of Heller Ehrman White & McAuliffe 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 |
Amendment to Metro One Telecommunications, Inc. 1999 Employee Stock Purchase Plan |