As filed with the Securities and Exchange Commission on May 8, 2002.
Registration No. 333-77153
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST EFFECTIVE
AMENDMENT NO. 2 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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INTERNET AMERICA, INC.
(Exact name of registrant as specified in its charter)
Texas 86-0778979
(State or other jurisdiction of (I.R.S. employer identification number)
incorporation or organization)
One Dallas Centre
350 N. St. Paul, Suite 3000
Dallas, Texas 75201
(Address of principal executive offices)
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INTERNET AMERICA, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
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MICHAEL T. MAPLES
One Dallas Centre
350 N. St. Paul, Suite 3000
Dallas, Texas 75201
(Name and address of agent for service)
(214) 861-2500
(Telephone number, including area code,
of agent for service)
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COPY TO:
RICHARD F. DAHLSON
Jackson Walker L.L.P.
901 Main Street
Suite 6000
Dallas, Texas 75202
By this Post-Effective Amendment No. 2 to the Company's Form S-8
initially filed on April 28, 1999 (file no. 333-77153), the Company registers an
additional 200,000 shares of Common Stock reserved for issuance under the
Company's Employee Stock Purchase Plan. The initial Form S-8 filed on April 28,
1999 (file no. 333-77153), as amended, is incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS
The following is a list of all exhibits filed as part of this
Post-Effective Amendment No. 2 to the Company's Form S-8.
<Table>
<Caption>
Exhibit
Number Description of Exhibit
- ------- ----------------------
5.1 Opinion of Jackson Walker LLP
23.1 Consent of Jackson Walker LLP (included in its opinion filed
as Exhibit 5.1)
24 Power of Attorney (included in Part II hereof)
99 Internet America, Inc. First Amended and Restated Employee
Stock Purchase Plan
</Table>
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SIGNATURES
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
Post-Effective Amendment No. 2 to the Registration Statement on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Dallas, State of Texas on the 2nd day of April, 2002.
INTERNET AMERICA, INC.
By: /s/ Jack T. Smith
--------------------------------
Jack T. Smith, President and
Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
Each person whose signature appears below authorizes Jack T. Smith and
Peter C. Gibbons, and each of them, each of whom may act without joinder of the
other, to execute in the name of each such person who is then an officer or
director of the Registrant, and to file any amendments to this Registration
Statement necessary or advisable to enable the Registrant to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Commission, in respect thereof, in connection with the registration of
the securities which are the subject of this Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney
may deem appropriate.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
Signature Title Date
- --------- ----- ----
/s/ Jack T. Smith Chief Executive Officer, April 2, 2002
- ------------------------- President and Director
Jack T. Smith
/s/ Mark Novy Controller (Principal Financial and April 2, 2002
- ------------------------- Accounting Officer)
Mark Novy
/s/ William O. Hunt
- ------------------------- Chairman of the Board April 5, 2002
William O. Hunt
/s/ William E. Ladin, Jr.
- ------------------------- Vice Chairman of the Board April 16, 2002
William E. Ladin, Jr.
/s/ Gary L. Corona Director April 2, 2002
- -------------------------
Gary L. Corona
/s/ Peter C. Gibbons Executive Vice President, Chief April 2, 2002
- ------------------------- Operating Officer and Director
Peter C. Gibbons
</Table>
-3-
INDEX TO EXHIBITS
<Table>
<Caption>
Exhibit
Number Description of Exhibit
- ------- ----------------------
5.1 Opinion of Jackson Walker LLP
23.1 Consent of Jackson Walker LLP (included in its opinion filed
as Exhibit 5.1)
24 Power of Attorney (included in Part II hereof)
99 Internet America, Inc. First Amended and Restated Employee
Stock Purchase Plan
</Table>
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