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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 3, 2000
REGISTRATION NO. 333-42100
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SECURITIES AND EXCHANGE COMMISSION
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AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RMI.NET, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-3153858
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
CHRISTOPHER J. MELCHER
RMI.NET, INC.
999 EIGHTEENTH STREET, SUITE 2201
DENVER, COLORADO 80202
(303) 672-0700
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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COPY TO:
JEFFREY M. KNETSCH
J. DAVID HERSHBERGER
BROWNSTEIN HYATT & FARBER, P.C.
410 SEVENTEENTH STREET, 22ND FLOOR
DENVER, COLORADO 80202
(303) 223-1100
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Approximate date of commencement of proposed sale to public: as soon as
practicable after the registration statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
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 earliest 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, 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. [ ]
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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
will thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a) may determine.
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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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1.01 Form of Underwriting Agreement ***
2.01 Agreement and Plan of Reorganization and Liquidation by and Among
Rocky Mountain Internet, Inc., DataXchange Network, Inc., and
Certain of the Shareholders of DataXchange Network, Inc., dated as
of December 8, 1998 (10)
3.01 Amended and Restated Certificate of Incorporation (15)
3.02 Bylaws (1)
3.03 Certificate of Designations of Series B Convertible Preferred
Stock (13)
4.01 Form of Stock Certificate (1)
4.02 Warrant Agreement between Rocky Mountain Internet, Inc. and
Douglas H. Hanson dated October 1, 1997 (5)
4.03 1996 Employees' Stock Option Plan (1)
4.04 1996 Non-Employee Directors' Stock Option Plan (1)
4.05 1997 Non-Qualified Stock Option Plan (4)
4.06 1997 Stock Option Plan (6)
4.06.1 First Amendment to Non-Qualified Stock Option Agreement pursuant
to the 1997 Stock Option Plan (13)
4.06.2 First Amendment to Incentive Stock Option Agreement pursuant to
the 1997 Stock Option Plan (13)
4.07 1998 Employees' Stock Option Plan (10)
4.08 1998 Non-Employee Directors' Stock Option Plan (8)
4.09 Subscription Agreement, dated as of December 10, 1998, by and
between Rocky Mountain Internet, Inc. and Koch Industries, Inc.
(12)
4.10 Subscription Agreement, dated as of December 10, 1998, by and
between Rocky Mountain Internet, Inc. and Advantage Fund II Ltd.
(12)
4.11 Form of Common Stock Purchase Warrant issued to Koch Industries,
Inc., Advantage Fund II Ltd., Wharton Capital Partners Ltd.,
Leslie Bines, and Neidiger Tucker Bruner Inc. (12)
4.12 Form of Registration Rights Agreement between Rocky Mountain
Internet, Inc. and (i) Koch Industries, Inc.; and (ii) Advantage
Fund II Ltd. (12)
4.13 Form of Registration Rights Agreement between Rocky Mountain
Internet, Inc. and (i) Wharton Capital Partners Ltd.; (ii) Leslie
Bines; and (iii) Neidiger Tucker Bruner Inc. (12)
4.14 Form of Subscription Agreement dated as of December 7, 1999 (28)
4.15 Form of Class A Warrant (Annex I to Exhibit 4.14 Subscription
Agreement) (28)
4.16 Form of Class B Warrant (Annex II to Exhibit 4.14 Subscription
Agreement) (28)
4.17 Form of Registration Rights Agreement (Annex IV to Exhibit 4.14
Subscription Agreement) (28)
4.18 2000 Employees' Stock Option Plan (29)
4.19 Employees' Stock Purchase Plan (29)
4.20 Form of Registration Rights Agreement (30)
4.21 Form of Indenture ***
4.22 Certificate of Designation of Preferred Stock ***
4.23 Form of Warrant Agreement ***
5.01 Opinion and Consent of Christopher J. Melcher, Esq., as to
legality of securities being registered. ***
10.01 Agreement of Lease between Denver-Stellar Associates Limited
Partnership, Landlord and Rocky Mountain Internet, Inc., Tenant
(2)
10.02 Sublease Agreement-February 26, 1997-1800 Glenarm, Denver, CO (3)
10.03 Carrier Services Switchless Agreement Between Frontier
Communications of the West, Inc. and Rocky Mountain Broadband,
Inc.** (12)
10.04 Wholesale Usage Agreement Between PSINet Inc. and Rocky Mountain
Internet, Inc.** (12)
10.05 PacNet Reseller Agreement between PacNet Inc. and Rocky Mountain
Internet, Inc.** (12)
10.06 Operating Agreement of The Mountain Area EXchange LLC (12)
10.07 Software License and Consulting Services Agreement Between Rocky
Mountain Internet, Inc. and Novazen Inc.** (12)
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10.08 Merger Agreement among Rocky Mountain Internet, Inc., RMI-INI,
Internet Now, Hutchinson Persons, Leslie Kelly, Taufik, Islam,
Susan Coupal, and Gary Kim, dated November 20, 1998 (9)
10.09 Asset Purchase Agreement between Rocky Mountain Internet, Inc. and
Unicom Communications Corporation dated as of November 24, 1998
(9)
10.10 Asset Purchase Agreement among Rocky Mountain Internet, Inc.,
Stonehenge Business Systems Corporation, Todd Keener, and Danette
Keener, dated as of November 30, 1998 (9)
10.11 Commitment letter dated December 10, 1998 from Advantage Fund Ltd.
to Rocky Mountain Internet, Inc. (12)
10.12 Agreement and Plan of Merger by and between Rocky Mountain
Internet, Inc. and August 5th Corporation, d/b/a Dave's World
dated February 2, 1999 (14)
10.13 Asset Purchase Agreement by and among Rocky Mountain Internet,
Inc., ImageWare Technologies, L.L.C., and Communication Network
Services, L.L.C. dated February 5, 1999 (14)
10.14 Agreement and Plan of Merger by and among Rocky Mountain Internet,
Inc. d/b/a/ RMI.NET, Inc. and IdealDial Corporation. (16)
10.15 Agreement and Plan of Merger by and among Rocky Mountain Internet,
Inc. d/b/a/ RMI.NET, Inc. and Internet Connect, Inc. (16)
10.16 Agreement and Plan of Merger and Reorganization by and among Rocky
Mountain Internet, Inc. d/b/a/ RMI.NET, Inc. and Colorado Mountain
Net, Inc. dated June 16, 1999 (17)
10.17 Stock Exchange Agreement between Rocky Mountain Internet, Inc.
d/b/a RMI.NET, Inc. and Roger L. Penner (CommerceGate) dated June
24, 1999 (18)
10.18 Asset Purchase Agreement by and between Rocky Mountain Internet,
Inc. d/b/a RMI.NET, Inc. and CyberDesic Communications
Corporation, Inc. dated June 28, 1999 (19)
10.19 Asset Purchase Agreement by and among RMI.NET, Inc. f/k/a Rocky
Mountain Internet, Inc. and Triad Resources, LLC dated July 30,
1999 (20)
10.20 Asset Purchase Agreement by and among RMI.NET, Inc. and ACES
Research, Inc. dated July 30, 1999 (21)
10.21 Asset Purchase Agreement by and among RMI.NET, Inc. and Novo Media
Group, Inc. dated August 30, 1999 (22)
10.22 Asset Purchase Agreement by and among RMI.NET, Inc. and Wolfe
Internet Access, LLC dated August 31, 1999 (23)
10.23 Asset Purchase Agreement by and among RMI.NET, Inc. and
Networld.com, Inc. and FutureOne, Inc. dated November 19, 1999
(24)
10.24 Asset Purchase Agreement by and among RMI.NET, Inc. and Western
Regional Networks, Inc. dated November 24, 1999 (25)
10.25 Asset Purchase Agreement by and among RMI.NET, Inc. and AIS
Network Corporation dated December 23, 1999 (26)
16.01 Letter re change in certifying accountant (11)
21.01 Subsidiaries of the Registrant (27)
23.01 Consent of Ernst & Young LLP *
23.02 Consent of Baird, Kurtz & Dobson *
23.03 Consent of Christopher J. Melcher, Esq. (included in Exhibit 5.01)
***
24.01 Power of Attorney (31)
25.01 Statement of Eligibility of Trustee on Form T-1 ****
27.01 Financial Data Schedule (27)
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* Filed herewith.
** Portions of these documents have been omitted pursuant to a request for
confidential treatment.
*** To be filed by amendment or by a Current Report on Form 8-K pursuant to
Item 601(b) of Regulation S-K.
**** To be filed separately pursuant to Section 305 of the Trust Indenture Act
of 1939.
(1) Incorporated by reference to the Registrant's Registration Statement on
Form SB-2 (Reg. No. 333-05040C) and amendments thereto, as previously filed
with the Securities and Exchange Commission.
(2) Incorporated by reference to the Registrant's Quarterly Report on Form
10-QSB for the quarter ended September 30, 1996.
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(3) Incorporated by reference to the Registrant's Annual Report on Form 10-KSB
for the fiscal year ended December 31, 1996.
(4) Incorporated by reference to the Registrant's Registration Statement on
Form S-8, as previously filed with the Securities and Exchange Commission
on September 26, 1997.
(5) Incorporated by reference to the Registrant's Current Report on Form 8-K
dated October 6, 1997.
(6) Incorporated by reference to the Registrant's Definitive Proxy Statement
(Appendix A) on Schedule 14A filed on February 13, 1998.
(7) Incorporated by reference to the Registrant's Definitive Proxy Statement
(Appendix B) on Schedule 14A filed on February 13, 1998.
(8) Incorporated by reference to the Registrant's Definitive Proxy Statement
(Appendix C) on Schedule 14A filed on February 13, 1998.
(9) Incorporated by reference to the Registrant's Current Report on Form 8-K
dated November 20, 1998.
(10) Incorporated by reference to the Registrant's Current Report on Form 8-K
dated December 8, 1998.
(11) Incorporated by reference to the Registrant's Current Report on Form 8-K
dated December 9, 1998.
(12) Incorporated by reference to the Registrant's Current Report on Form 8-K
dated December 10, 1998.
(13) Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (Reg. No. 333-52731) and amendments thereto, as previously filed
with the Securities and Exchange Commission.
(14) Incorporated by reference to the Registrant's Current Report on Form 8-K
dated February 2, 1999.
(15) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1999.
(16) Incorporated by reference to the Registrant's Current Report on Form 8-K/A
dated June 11, 1999.
(17) Incorporated by reference to the Registrant's Current Report on Form 8-K
dated June 16, 1999.
(18) Incorporated by reference to the Registrant's Current Report on Form 8-K
dated June 23, 1999.
(19) Incorporated by reference to the Registrant's Current Report on Form 8-K
dated June 28, 1999.
(20) Incorporated by reference to the Registrant's Current Report on Form 8-K
dated July 30, 1999.
(21) Incorporated by reference to the Registrant's Current Report on Form 8-K
dated July 30, 1999.
(22) Incorporated by reference to the Registrant's Current Report on Form 8-K
dated August 30, 1999.
(23) Incorporated by reference to the Registrant's Current Report on Form 8-K
dated August 31, 1999.
(24) Incorporated by reference to the Registrant's Current Report on Form 8-K
dated November 19, 1999.
(25) Incorporated by reference to the Registrant's Current Report on Form 8-K
dated November 24, 1999.
(26) Incorporated by reference to the Registrant's Current Report on Form 8-K
dated December 23, 1999.
(27) Incorporated by reference to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1999, as previously filed with the
Securities and Exchange Commission.
(28) Incorporated by reference to the Registrant's Registration Statement on
Form S-3 (Reg. No. 333-95185) and amendments thereto, as previously filed
with the Securities and Exchange Commission.
(29) Incorporated by reference to the Registrant's 2000 Definitive Proxy
Statement on Schedule 14A filed on May 1, 2000.
(30) Incorporated by reference to the Registrant's Current Report on Form 8-K/A
dated March 17, 2000.
(31) Previously filed.
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SIGNATURES
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Denver, State of Colorado, on August 3, 2000.
RMI.NET, INC.
a Delaware corporation
By: /s/ Douglas H. Hanson
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Name: Douglas H. Hanson
Title: Chief Executive Officer, President and
Chairman of the Board of Directors
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and Power of Attorney has been signed below by the
following persons in the capacities and on the dates indicated:
NAME TITLE DATE
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/s/ Douglas H. Hanson Chief Executive Officer, President August 3, 2000
- ----------------------------------------- and Chairman of the Board of
Douglas H. Hanson Directors (Principal Executive
Officer)
/s/ Michael D. Dingman, Jr. * Treasurer (Principal Financial August 3, 2000
- ----------------------------------------- Officer and Principal Accounting
Michael D. Dingman, Jr. Officer)
/s/ D.D. Hock * Director August 3, 2000
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D.D. Hock
/s/ Robert W. Grabowski * Director August 3, 2000
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Robert W. Grabowski
/s/ Lewis H. Silverberg * Director August 3, 2000
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Lewis H. Silverberg
/s/ Michael T. Victor * Director August 3, 2000
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Michael T. Victor
* by Douglas H. Hanson, attorney-in-fact.
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EXHIBIT INDEX *
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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1.01 Form of Underwriting Agreement (3)
4.21 Form of Indenture (3)
4.22 Certificate of Designation of Preferred Stock (3)
4.23 Form of Warrant Agreement (3)
5.01 Opinion and Consent of Christopher J. Melcher, Esq., as to
legality of securities being registered (3)
23.01 Consent of Ernst & Young LLP (1)
23.02 Consent of Baird, Kurtz & Dobson (1)
23.03 Consent of Christopher J. Melcher, Esq. (included in Exhibit
5.01) (3)
24.01 Power of Attorney (2)
25.01 Statement of Eligibility of Trustee on Form T-1 (4)
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* Excludes exhibits incorporated by reference. For a list of exhibits
incorporated by reference, refer to "Item 16. Exhibits" above.
(1) Filed herewith.
(2) Previously filed.
(3) To be filed by amendment or by a Current Report on Form 8-K pursuant to
Item 601(b) of Regulation S-K.
(4) To be filed separately pursuant to Section 305 of the Trust Indenture Act
of 1939.