S-8 1 ds8.htm FORM S-8 Form S-8
As filed with the Securities and Exchange Commission on January 10, 2003.
Registration No.                     
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
 
 
INTERNET AMERICA, INC.
(Exact name of registrant as specified in its charter)
 
Texas
  
86-0778979
(State or other jurisdiction of incorporation or organization)
  
(I.R.S. employer identification number)
 
One Dallas Centre
350 N. St. Paul, Suite 3000
Dallas, Texas 75201
(Address of principal executive offices)
 
 
INTERNET AMERICA, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
 
 
Jack T. Smith
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)
 
 
COPY TO:
Richard F. Dahlson
Jackson Walker L.L.P.
901 Main Street
Suite 6000
Dallas, Texas 75202
 
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered
   
Amount to be Registered
     
Proposed Maximum Offering Price Per Share(1)
   
Proposed Maximum Aggregate Offering Price(1)
     
Amount of Registration Fee
Common Stock, $0.01 par value
   
300,000 shares
     
$0.36
   
$108,000
     
$9.94
(1)
 
Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(c) and 457(h), the offering price and registration fee are computed on the basis of the average of the high and low prices of the Common Stock on the over the counter bulletin board on January 7, 2003.
 

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By this Registration Statement on Form S-8, the Company registers an additional 300,000 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 Form S-8.
 
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)
99.1
   
Internet America, Inc. Second Amended and Restated Employee Stock Purchase Plan
 

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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 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 10thday of January, 2003.
 
INTERNET AMERICA, INC.
By:
  
/s/    Jack T. Smith        
   
Jack T. Smith, President and
Chief Executive Officer
(Principal Executive Officer)
 
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.
 
Signature
   
Title
  
Date
/s/    Jack T. Smith        
Jack T. Smith
   
Chief Executive Officer, President and Director
  
January 10, 2003
/s/    Mark Novy         
Mark Novy
   
Controller (Principal Financial and Accounting Officer)
  
January 10, 2003
/s/    William O. Hunt*        
William O. Hunt
   
Chairman of the Board
  
January 10, 2003
/s/    William E. Ladin, Jr.**        
William E. Ladin, Jr.
   
Vice Chairman of the Board
  
January 10, 2003
/s/    Gary L. Corona***        
Gary L. Corona
   
Director
  
January 10, 2003
/s/    Peter C. Gibbons        
Peter C. Gibbons
   
Executive Vice President, Chief Operating Officer and Director
  
January 10, 2003
 
*
 
Signed on behalf of such person by Jack T. Smith pursuant to a power of attorney granted on April 5, 2002.
 
**
 
Signed on behalf of such person by Jack T. Smith pursuant to a power of attorney granted on April 16, 2002.
 
***
 
Signed on behalf of such person by Jack T. Smith pursuant to a power of attorney granted on April 2, 2002.

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INDEX TO EXHIBITS
 
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)
99.1
   
Internet America, Inc. Second Amended and Restated Employee Stock Purchase Plan

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