As filed with the Securities and Exchange Commission on May 19, 2000
Registration Statement No. 333-35354
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
Under The Securities Act of 1933
------------
NETtel Communications, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 4813 54-1877699
(State or Other
Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or Classification Code Number) Identification Number)
organization)
1023 31st Street, N.W. James F. Kenefick
Washington, DC 20007 Chairman of the Board,
(202) 295-6600 Chief Executive Officer and President
(Address, including zip code, and NETtel Communications, Inc.
telephone number, including area code, 1023 31st Street, N.W.
of registrant's principal executive Washington, DC 20007
office) Telephone (202) 295-6600
Facsimile (202) 625-0078
(Name, address, including zip code,
and telephone number, including area
code,
of agent for service)
------------
Copies to:
Andrew M. Ray, Esq Scott Wornow, Esq.
Swidler Berlin Shereff Friedman, LLP Paul, Hastings, Janofsky & Walker LLP
3000 K Street, N.W., Suite 300 399 Park Avenue, 31st Floor
Washington, DC 20007 New York, NY 10022
Telephone (202) 424-7500 Telephone (212) 318-6000
------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
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, please 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, please 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(c)
under the Securities Act, please 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
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Title of Securities Proposed Maximum Amount of
To be Registered Aggregate Offering Price(1) Registration Fee(2)
- ------------------------------------------------------------------------------
Common Stock,
$.0001 par value............. $175,000,000 $46,200
- ------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act.
(2) Previously paid.
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 or until this Registration
Statement shall become effective on such date as the Securities and Exchange
Commission, acting pursuant to said Section 8(a), may determine.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
The table below sets forth the expenses to be incurred by us in connection
with the issuance and distribution of the shares registered for offer and sale
hereby, other than underwriting discounts. All amounts shown represent
estimates except the Securities Act registration fee and the NASD filing fee.
Registration fee under the Securities Act of 1933................ $46,200
NASD filing fee.................................................. 18,000
Nasdaq National Market fee....................................... * (1)
Printing expenses................................................ * (1)
Registrar and Transfer Agent's fees and expenses................. * (1)
Accountants' fees and expenses................................... * (1)
Legal fees and expenses (not including Blue Sky)................. * (1)
Blue Sky fees and expenses....................................... * (1)
Federal taxes.................................................... * (1)
Miscellaneous.................................................... * (1)
-------
TOTAL........................................................... $ * (1)
=======
---------------------
(1) To be completed by amendment.
Item 14. Indemnification of Directors and Officers.
Under Section 145 of the Delaware General Corporation Law, a corporation may
indemnify its directors, officers, employees and agents and its former
directors, officers, employees and agents and those who serve, at the
corporation's request, in such capacities with another enterprise, against
expenses (including attorney's fees), as well as judgments, fines and
settlements in nonderivative lawsuits, actually and reasonably incurred in
connection with the defense of any action, suit or proceeding in which they or
any of them were or are made parties or are threatened to be made parties by
reason of their serving or having served in such capacity. The Delaware General
Corporation Law provides, however, that such person must have acted in good
faith and in a manner such person reasonably believed to be in (or not opposed
to) the best interests of the corporation and, in the case of a criminal
action, such person must have had no reasonable cause to believe his or her
conduct was unlawful. In addition, the Delaware General Corporation Law does
not permit indemnification in an action or suit by or in the right of the
corporation, where such person has been adjudged liable to the corporation,
unless, and only to the extent that, a court determines that such person fairly
and reasonably is entitled to indemnity for costs the court deems proper in
light of liability adjudication. Indemnity is mandatory to the extent a claim,
issue or matter has been successfully defended.
Our By-laws provide that, to the extent permitted by law, we shall fully
indemnify any person who is or was a party or is threatened to be made a party
or is otherwise involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he or she
is or was a director or an officer of ours or is or was serving at our request
as a director, officer, employee of another corporation, partnership, joint
venture, trust or other enterprise, whether the basis of the proceeding is
alleged action in an official capacity as a director, officer, employee or
II-1
agent or in any other capacity while serving as a director, officer, employee
or agent against all expense, liability and loss reasonably incurred by him or
her. However, if the indemnitee initiated the action, suit or proceeding, we
will only indemnify him or her if the action, suit or proceeding was
authorized by our board of directors.
Under our By-laws, we are also obligated to advance expenses to the
indemnitee incurred in his or her defense. If required by law, the indemnitee
must undertake to repay us if there is a final determination that he or she
was not entitled to indemnification. If we do not fully pay the indemnitee
within 60 days of receiving a written claim for indemnification, the
indemnitee has the right to sue us to recover the amount to of the claim. The
indemnification rights under our By-laws are not the indemnitee's exclusive
indemnification rights and we may indemnify the indemnitee pursuant to a
statute, our amended and restated certificate of incorporation, an agreement,
the vote of our stockholders or disinterested directors or otherwise. In
addition, we may purchase insurance to indemnify the indemnitees. Our By-laws
also permit us to indemnify and advance expenses associated with the
indemnification to any of our employees or agents.
Item 15. Recent Sales of Unregistered Securities.
The following paragraphs of this Item 15 describe all sales of securities
by us within the past three years which were not registered under the
Securities Act of 1933. Each issuance of securities described below was made
in reliance on the exemption from registration provided by Section 4(2) of the
Securities Act and/or Regulations D and Rule 701 promulgated thereunder as a
transaction by an issuer not involving any public offering. All recipients had
adequate access, through their relationship with us, to information about us.
Series A Redeemable Convertible Preferred Stock. On June 28, 1999, pursuant
to a private placement, we issued Series A Preferred Stock to Williams for a
total purchase price of $10,000,000, which were exchanged for Series B
Preferred Stock on July 23, 1999, upon the closing of the Series B offering.
Series B Redeemable Convertible Preferred Stock.
. On July 23, 1999, we issued pursuant to a private placement:
. 2,587.322 shares of Series B Preferred Stock to Nortel for a total
purchase price of $19,999,999.06.
. 1,940.491 shares of Series B Preferred Stock to Gold & Appel
Transfer, S.A. for a total purchase price of $14,999,995.43,
including the conversion of $8 million of debt.
. 1,293.661 shares of Series B Preferred Stock to Williams upon the
exchange of Williams' shares of Series A Preferred Stock.
. On August 2, 1999, pursuant to a private placement, we issued 646.830
shares of Series B Preferred Stock to Allied Capital Corporation for a
total purchase price of $4,999,995.90.
Series C Redeemable Convertible Preferred Stock.
. On April 20, 2000, we issued pursuant to a private placement:
. 567,537 shares of Series C Preferred Stock to Nortel for a total
purchase price of $5,000,001.
II-2
. 340,523 shares of Series C Preferred Stock to Allied for a total
purchase price of $3,000,008.
. 90,806 shares of Series C Preferred Stock to Gold & Appel Transfer,
S.A. for a total purchase price of $800,000.
. 136,209 shares of Series C Preferred Stock to Foundation for the
International Non-Governmental Development of Space for a total
purchase price of $1,200,000.
. 227,015 shares of Series C Preferred Stock to Williams for a total
purchase price of $2,000,002 in the form of a credit against current
year payments on our Capacity Purchase Agreement.
Common Stock
. As of December 31, 1999, various employees have exercised incentive
stock options issued to them under our 1998 Stock Incentive Plan for a
total of 354,000 shares of common stock at a purchase price per share
ranging from $0.17 to $1.98, as provided under the incentive plan.
. On September 30, 1999, we issued 6,460 shares of our common stock to
Yukiko Sekine for a total purchase price of $49,935.80 pursuant to a
private placement.
. On September 2, 1999, we issued 12,936 shares of our common stock to
Joseph A. Lawrence for a total purchase price of $100,000 in connection
with his election to our board of directors.
. On September 25, 1999, we issued 12,936 shares of our common stock to
Lawrence J. Bouman for a total purchase price of $100,000 in connection
with his election to our board of directors.
. On August 8, 1999, we issued 26,000 shares of our common stock to Teresa
Wang for a total purchase price of $200,980 pursuant to a private
placement.
. On May 18, 1999, pursuant to a credit facility agreement, we issued
726,691 shares of our common stock to Gold & Appel Transfer, S.A. for
the conversion of $4,716,228 of debt.
. On April 7, 1999, pursuant to a credit facility agreement, we issued
592,900 shares of common stock to Gold & Appel Transfer, S.A. for the
conversion of $3,847,921 of debt.
. On June 16, 1998, we issued 770,000 shares to each of Atocha, L.P. and
Gold & Appel Transfer, S.A. for a purchase price of $5,000,000 from each
pursuant to a private placement.
. On February 24, 1998, we issued a total of 1,791,000 shares of common
stock to Atocha, L.P. and Gold & Appel Transfer, S.A. for a total
purchase price of $10,000,000 pursuant to a private placement.
Warrants. Please see "Description of Capital Stock -Warrants," which is
incorporated by reference herein from the prospectus included in Part I of
this registration statement.
Stock Options. Please see "Management--1998 Stock Incentive Plan," which is
incorporated by reference herein from the prospectus included in Part I of
this registration statement.
II-3
Item 16. Exhibits and Financial Statement Schedules
(A). Exhibits.
EXHIBIT INDEX
Exhibit
No. Exhibit Description
------- -------------------
1.1 Form of Underwriting Agreement *
3.1 Second Amended and Restated Certificate of Incorporation of NETtel
Communications, Inc.
3.2 Bylaws of NET-tel Holding Company
3.2.1 Form of Amended and Restated Bylaws of NETtel Communications, Inc.
4.1 Specimen Common Stock Certificate *
4.2 Stock Purchase Warrant, dated April 8, 1999, Certificate No. W-3
issued to Leasing Technologies International, Inc. by NETtel
Communications, Inc.
4.3 Stock Purchase Warrant, dated April 8, 1999, Certificate No. W-4
issued to Leasing Technologies International, Inc. by NETtel
Communications, Inc.
4.4 Stock Purchase Warrant, dated April 30, 1999, Certificate No. W-5
issued to Scott Loney by NETtel Communications, Inc.
4.5 Stock Purchase Warrant, dated April 30, 1999, Certificate No. W-6
issued to Tom Marino by NET-tel Communications, Inc.
4.6 Stock Purchase Warrant, dated August 2, 1999, issued to Allied Capital
Corporation
4.7 Common Stock Warrant Purchase Agreement, dated August 2, 1999, by and
among NETtel Communications, Inc., NET-tel Corporation and Allied
Capital Corporation
4.8 Registration Rights Agreement, dated July 23, 1999, by and among
NETtel Communications, Inc., James F. Kenefick, Williams
Communications, Inc., Gold & Appel Transfer, S.A., Allied Capital
Corporation, and Nortel Networks Inc.
4.8.1 First Amendment to Registration Rights Agreement, dated April 20,
2000, by and among NETtel Communications, Inc., Gold & Appel Transfer,
S.A., Williams Communications, Inc., Allied Capital Corporation and
Nortel Networks Inc.
4.9 Investor Rights Agreement, dated July 23, 1999, by and among NETtel
Communications, Inc., Gold & Appel Transfer S.A., Williams
Communications, Inc., Allied Capital Corporation, and Nortel
Networks Inc.
4.9.1 First Amendment to Investors Rights Agreement, dated April 20, 2000,
by and among NETtel Communications, Inc., Gold & Appel Transfer, S.A.,
Williams Communications, Inc., Allied Capital Corporation and Nortel
Networks Inc.
4.10 Form of NETtel Long-Term Incentive Plan
5.1 Opinion of Swidler Berlin Shereff Friedman, LLP *
10.1 Employment Agreement, dated January 5, 1998, by and between David
Lynch and NET-tel, Inc.
10.2 Employment Agreement, dated January 26, 1998, by and between Ron Allen
and NET-tel, Inc.
10.3 Employment Agreement, dated January 26, 1998, by and between Ed
McNamara and NET-tel, Inc.
10.4 1998 Employee Stock Incentive Plan of NETtel Communications, Inc.,
adopted January 26, 1998, and amended January 26, 1998, September 30,
1998, March 15, 1999, November 10, 1999 and January 25, 2000
10.5 Branded Services Agreement, dated April 2, 1998, between Epoch
Networks, Inc. and NET-tel Corporation
10.5.1 First Amendment to Branded Services Agreement, dated July 16, 1998,
between Epoch Networks, Inc. and NET-tel Corporation
10.5.2 Second Amendment to Branded Services Agreement, dated September 28,
1998, between Epoch Networks, Inc. and NET-tel Corporation
II-4
Exhibit
No. Exhibit Description
------- -------------------
10.5.3 Third Amendment to Branded Services Agreement, dated February 22,
1999, between Epoch Networks, Inc. and NET-tel Corporation
10.5.4 Amendment to Branded Services Agreement, dated January 20, 2000,
between Epoch Networks, Inc. and NET-tel Corporation
10.6 1999 Employee Stock Purchase Plan of NET-tel Communications, Inc.,
effective April 7, 1999
10.7 Capacity Purchase Agreement, dated June 28, 1999, by and between
Williams Network and NET-tel Corporation ++
10.7.1 Amendment No. 1 to Capacity Purchase Agreement, dated as of June 28,
1999, by and between Williams Network and NET-tel Corporation
10.7.2 Amendment No. 2 to Capacity Purchase Agreement, dated as of April 20,
2000, by and between Williams Network and NET-tel Corporation
10.8 Credit Agreement, dated as of July 28, 1999, by and among NET-tel
Corporation, Nortel Networks Inc. and Allied Capital Corporation ++
10.8.1 First Amendment to Credit Agreement, dated as of July 28, 1999, by and
among NET-tel Corporation, NETtel Communications, Inc., Nortel
Networks Inc. and Allied Capital Corporation ++
10.8.2 Second Amendment to Credit Agreement, dated as of December 31, 1999,
by and among NET-tel Corporation, NETtel Communications, Inc., NET-tel
Corporation of Virginia, Nortel Networks Inc. and Allied Capital
Corporation ++
10.9 Guaranty Agreement, effective July 28, 1999, by NETtel Communications,
Inc. in favor of Nortel Networks Inc.
10.10 Pledge and Security Agreement, dated July 28, 1999, by and between
NETtel Communications, Inc. and Nortel Networks Inc.
10.11 Promissory Note, dated January 28, 2000, made by Laurence and Jeannine
Langston in favor of NET-tel Corporation in the original principal
amount of $200,000
10.12 Deed of Lease, dated February 2000, between West*Group Properties, LLC
and NET-tel Corporation
10.13 Employment Agreement, dated March 1, 2000, by and between NETtel
Communications, Inc. and Craig R. Bandes
10.14 Employment Agreement, dated April 1, 2000, by and between NETtel
Communications, Inc. and James F. Kenefick
21.1 List of Subsidiaries
23.1 Consent of Ernst & Young LLP, independent auditors +
24.1 Power of Attorney +
27.1 Financial Data Schedule +
- -----------------------
* To be filed by Amendment
+ Previously filed
++ Portions of this Exhibit have been omitted pursuant to a request for
confidential treatment and filed separately with the Securities and Exchange
Commission.
(B). Financial Statement Schedules.
None
Item 17. Undertakings.
The undersigned Registrant hereby undertakes to provide to the underwriters
at the closing specified in the underwriting agreement certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.
II-5
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, 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.
The undersigned Registrant hereby further undertakes that:
(1) For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus 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.
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
District of Columbia, on May 18, 2000.
NETtel Communications, Inc.
/s/ James K. Dize
By:__________________________________
James K. Dize
General Counsel and Secretary
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed by the following persons in the
capacities indicated on May 18, 2000.
Signature Title
--------- -----
* Chairman of the Board,
______________________________________ Chief Executive Officer
James F. Kenefick and President (Principal
Executive Officer)
* Chief Financial Officer
______________________________________
Wayne M. Rehberger
* Controller (Principal
______________________________________ Accounting Officer)
Thomas J. Aprahamian
* Director
______________________________________
Walter Anderson
* Director
______________________________________
Lawrence J. Bouman
* Director
______________________________________
Joseph A. Lawrence
* James K. Dize, by signing his name hereto, signs this document on behalf of
each of the persons so indicated above pursuant to powers of attorney duly
executed by such persons and filed as Exhibit 24.1 to the Registration
Statement filed with the Securities and Exchange Commission on April 21,
2000.
II-7
NET-TEL COMMUNICATIONS, INC. FORM S-1 REGISTRATION STATEMENT
EXHIBIT INDEX
Exhibit
No. Exhibit Description Page
------- ------------------- ----
1.1 Form of Underwriting Agreement *
3.1 Second Amended and Restated Certificate of Incorporation of
NETtel Communications, Inc.
3.2 Bylaws of NET-tel Holding Company
3.2.1 Form of Amended and Restated Bylaws of NETtel Communications,
Inc.
4.1 Specimen Common Stock Certificate *
4.2 Stock Purchase Warrant, dated April 8, 1999, Certificate No. W-
3 issued to Leasing Technologies International, Inc. by NETtel
Communications, Inc.
4.3 Stock Purchase Warrant, dated April 8, 1999, Certificate No. W-
4 issued to Leasing Technologies International, Inc. by NETtel
Communications, Inc.
4.4 Stock Purchase Warrant, dated April 30, 1999, Certificate No.
W-5 issued to Scott Loney by NETtel Communications, Inc.
4.5 Stock Purchase Warrant, dated April 30, 1999, Certificate No.
W-6 issued to Tom Marino by NET-tel Communications, Inc.
4.6 Stock Purchase Warrant, dated August 2, 1999, issued to Allied
Capital Corporation
4.7 Common Stock Warrant Purchase Agreement, dated August 2, 1999,
by and among NETtel Communications, Inc., NET-tel Corporation
and Allied Capital Corporation
4.8 Registration Rights Agreement, dated July 23, 1999, by and
among NETtel Communications, Inc., James F. Kenefick, Williams
Communications, Inc., Gold & Appel Transfer, S.A., Allied
Capital Corporation, and Nortel Networks Inc.
4.8.1 First Amendment to Registration Rights Agreement, dated April
20, 2000, by and among NETtel Communications, Inc., Gold &
Appel Transfer, S.A., Williams Communications, Inc., Allied
Capital Corporation and Nortel Networks Inc.
4.9 Investor Rights Agreement, dated July 23, 1999, by and among
NETtel Communications, Inc., Gold & Appel Transfer S.A.,
Williams Communications, Inc., Allied Capital Corporation, and
Nortel Networks Inc.
4.9.1 First Amendment to Investors Rights Agreement, dated April 20,
2000, by and among NETtel Communications, Inc., Gold & Appel
Transfer, S.A., Williams Communications, Inc., Allied Capital
Corporation and Nortel Networks Inc.
4.10 Form of NETtel Long-Term Incentive Plan
5.1 Opinion of Swidler Berlin Shereff Friedman, LLP *
10.1 Employment Agreement, dated January 5, 1998, by and between
David Lynch and NET-tel, Inc.
10.2 Employment Agreement, dated January 26, 1998, by and between
Ron Allen and NET-tel, Inc.
10.3 Employment Agreement, dated January 26, 1998, by and between Ed
McNamara and NET-tel, Inc.
10.4 1998 Employee Stock Incentive Plan of NETtel Communications,
Inc., adopted January 26, 1998, and amended January 26, 1998,
September 30, 1998, March 15, 1999, November 10, 1999 and
January 25, 2000
10.5 Branded Services Agreement, dated April 2, 1998, between Epoch
Networks, Inc. and NETtel Corporation
10.5.1 First Amendment to Branded Services Agreement, dated July 16,
1998, between Epoch Networks, Inc. and NETtel Corporation
10.5.2 Second Amendment to Branded Services Agreement, dated September
28, 1998, between Epoch Networks, Inc. and NET-tel Corporation
10.5.3 Third Amendment to Branded Services Agreement, dated February
22, 1999, between Epoch Networks, Inc. and NET-tel Corporation
Exhibit
No. Exhibit Description Page
------- ------------------- ----
10.5.4 Amendment to Branded Services Agreement, dated January 20,
2000, between Epoch Networks, Inc. and NET-tel Corporation
10.6 1999 Employee Stock Purchase Plan of NETtel Communications,
Inc., effective April 7, 1999
10.7 Capacity Purchase Agreement, dated June 28, 1999, by and
between Williams Network and NET-tel Corporation ++
10.7.1 Amendment No. 1 to Capacity Purchase Agreement, dated as of
June 28, 1999, by and between Williams Network and NET-tel
Corporation
10.7.2 Amendment No. 2 to Capacity Purchase Agreement, dated as of
April 20, 2000, by and between Williams Network and NET-tel
Corporation
10.8 Credit Agreement, dated as of July 28, 1999, by and among NET-
tel Corporation, Nortel Networks Inc. and Allied Capital
Corporation ++
10.8.1 First Amendment to Credit Agreement, dated as of July 28, 1999,
by and among NET-tel Corporation, NETtel Communications, Inc.,
Nortel Networks Inc. and Allied Capital Corporation ++
10.8.2 Second Amendment to Credit Agreement, dated as of December 31,
1999, by and among NET-tel Corporation, NETtel Communications,
Inc., NET-tel Corporation of Virginia, Nortel Networks Inc. and
Allied Capital Corporation ++
10.9 Guaranty Agreement, effective July 28, 1999, by NETtel
Communications, Inc. in favor of Nortel Networks Inc.
10.10 Pledge and Security Agreement, dated July 28, 1999, by and
between NETtel Communications, Inc. and Nortel Networks Inc.
10.11 Promissory Note, dated January 28, 2000, made by Laurence and
Jeannine Langston in favor of NET-tel Corporation in the
original principal amount of $200,000
10.12 Deed of Lease, dated February 2000, between West*Group
Properties, LLC and NETtel Corporation
10.13 Employment Agreement, dated March 1, 2000, by and between
NETtel Communications, Inc. and Craig R. Bandes
10.14 Employment Agreement, dated April 1, 2000, by and between
NETtel Communications, Inc. and James F. Kenefick
21.1 List of Subsidiaries
23.1 Consent of Ernst & Young LLP, independent auditors +
24.1 Power of Attorney +
27.1 Financial Data Schedule +
- -----------------------
* To be filed by Amendment
+ Previously filed
++ Portions of this Exhibit have been omitted pursuant to a request for
confidential treatment and filed separately with the Securities and Exchange
Commission.