S-8 POS 1 d95828a2s-8pos.txt POST EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 As filed with the Securities and Exchange Commission on May 8, 2002. Registration No. 333-77153 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- POST EFFECTIVE AMENDMENT NO. 2 TO 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 (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) ---------- INTERNET AMERICA, INC. EMPLOYEE STOCK PURCHASE PLAN (Full title of the Plan) ---------- 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) ---------- 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.
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
-2- 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.
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
-3- 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) 24 Power of Attorney (included in Part II hereof) 99 Internet America, Inc. First Amended and Restated Employee Stock Purchase Plan
-4-