As filed with the Securities and Exchange Commission on July 21, 1999
REGISTRATION STATEMENT NO.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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VOYAGER.NET, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 7389 38-3431501
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Organization) Classification Code Number) Identification No.)
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4660 S. HAGADORN ROAD, SUITE 320
EAST LANSING, MI 48823
(517) 324-8940
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive office)
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CHRISTOPHER P. TORTO
PRESIDENT AND CHIEF EXECUTIVE OFFICER
VOYAGER.NET, INC.
4660 S. HAGADORN ROAD, SUITE 32O
EAST LANSING, MI
(517) 324-8940
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
DAVID F. DIETZ, P.C. MARK G. BORDEN, ESQ.
JOHN B. STEELE, ESQ. THOMAS L. BARRETTE, JR., ESQ.
GOODWIN, PROCTER & HOAR LLP HALE AND DORR LLP
EXCHANGE PLACE 60 STATE STREET
BOSTON, MASSACHUSETTS 02109-2881 BOSTON, MASSACHUSETTS 02109
(617) 570-1000 (617) 526-6000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the Registration Statement becomes effective.
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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, check the following box.[_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.[X] File No. 333-
77917
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.[_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.[_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.[_]
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Each Class Of Amount Maximum Maximum Amount Of
Securities To Be To Be Offering Price Aggregate Registration
Registered Registered (1) Per Share Offering Price Fee
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Common Stock, $.0001 par value per share 1,293,750 Shares $15.00 $19,406,250 $5,395
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(1) Includes 168,750 shares of Common Stock which the underwriters have
the option to purchase solely to cover over-allotments, if any.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement on Form S-1 filed by
Voyager.net, Inc. with the Securities and Exchange Commission (File No. 333-
77917) pursuant to the Securities Act of 1933 is incorporated by reference into
this Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of
Massachusetts, on July 21, 1999.
Voyager.net, Inc.
/s/ Christopher P. Torto
By:__________________________________
Christopher P. Torto
President and
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 dates indicated.
Signature Title Date
--------- ----- ----
/s/ Christopher P. Torto President, Chief Executive July 21, 1999
______________________________________ Officer and Director
Christopher P. Torto (Principal Executive
Officer)
* Chief Financial Officer July 21, 1999
______________________________________ (Principal Financial
Dennis J. Stepaniak Officer and Principal
Accounting Officer)
*
______________________________________ Director July 21, 1999
Glenn R. Friedly
*
______________________________________ Director July 21, 1999
John G. Hayes
*
______________________________________ Director July 21, 1999
Christopher S. Gaffney
______________________________________ Director July 21, 1999
Gerald H. Taylor
/s/ Christopher P. Torto
*By:_____________________________
Attorney-in-fact
EXHIBIT INDEX
Exhibit No. Description of Exhibit
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5.1 Opinion of Goodwin, Procter & Hoar LLP.
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1
hereto).
23.2 Consent of PricewaterhouseCoopers LLP.