-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PtiTtKlyA4smIHymYYKC4ZSnCPY76JvVm/5aqkUc26+CUOkzYAnSZcocFnNheAe1 YQJqO4Bf9zIzQxsxXP9+JQ== 0000950134-03-015554.txt : 20031117 0000950134-03-015554.hdr.sgml : 20031117 20031117142458 ACCESSION NUMBER: 0000950134-03-015554 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031114 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031117 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HIGH SPEED ACCESS CORP CENTRAL INDEX KEY: 0001075244 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 611324009 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26153 FILM NUMBER: 031007637 BUSINESS ADDRESS: STREET 1: 1000 W ORMSBY AVE STREET 2: SUITE 210 CITY: LOUISVILLE STATE: KY ZIP: 40210 MAIL ADDRESS: STREET 1: 1000 W ORMSBY AVE STREET 2: SUITE 210 CITY: LOUISVILLE STATE: KY ZIP: 40210 8-K 1 d10745e8vk.txt FORM 8-K ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ---------- Date of Report (Date of Earliest Event Reported): November 14, 2003 HIGH SPEED ACCESS CORP. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) DELAWARE - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 000-26153 61-1324009 - -------------------------------------- -------------------------------------- (Commission File Number) (I.R.S. Employer Identification No.) 9900 Corporate Campus Drive, Suite 3000 Louisville, KY 40223 - ---------------------------------------- -------------------------------------- (Address of Principal Executive offices) (Zip Code) (502) 657-6340 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code NOT APPLICABLE - -------------------------------------------------------------------------------- (Former Name or Former Address, if changed Since Last Report) ================================================================================ ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS Filed herewith is the following: Exhibit No. Description 99.1 Press Release dated November 14, 2003. 1 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HIGH SPEED ACCESS Date: November 17, 2003 By: /s/ JOHN G. HUNDLEY ---------------------- John G. Hundley Secretary EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION ----------- ----------- 99.1 Press Release dated November 14, 2003.
EX-99.1 3 d10745exv99w1.txt PRESS RELEASE EXHIBIT 99.1 FOR IMMEDIATE RELEASE : INVESTOR AND MEDIA CONTACT: George E. Willett, President and CFO High Speed Access Corp. (502) 657-6341 HIGH SPEED ACCESS CORP. ANNOUNCES INTENT NOT TO MAKE ANY FURTHER DISTRIBUTIONS UNTIL DECEMBER 2005, TO DEREGISTER ITS SECURITIES, CLOSE ITS STOCK TRANSFER BOOKS AND TRANSFER TO A LIQUIDATING TRUST AT YEAR-END 2003 LOUISVILLE, Ky., November 14, 2003 -- High Speed Access Corp. "HSA" (OTCBB: HSAC) announced today that its Board of Directors has authorized, effective as of close of business on December 31, 2003, the transfer of the Company's remaining assets and liabilities to a liquidating trust, the deregistration of the Company's securities under the Securities Exchange Act of 1934, closure of the Company's stock transfer books and cancellation of the Company's shares of common stock in exchange for beneficial interests in the liquidating trust. In addition, the Company announces that following the filing of its quarterly report on Form 10-Q with the Securities Exchange Commission for the period ended September 30, 2003, the Company intends to cease the filing of quarterly securities reports on Form 10-Q or proxy solicitations under the Securities Exchange of 1934. Instead, the Company expects to file only abbreviated reports on Form 10-K or 8-K regarding any material changes to its net assets in liquidation and changes in net assets in liquidation or financial position and cash flows for the relevant period. The Company also announced that it does not expect, nor does it expect the liquidating trustee, to make any additional liquidating distributions until the Company makes a final liquidation payment on or before December 31, 2005. As of September 30, 2003, the Company had the following net assets in liquidation: HIGH SPEED ACCESS CORP. CONDENSED CONSOLIDATED STATEMENTS OF NET ASSETS IN LIQUIDATION (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) (UNAUDITED)
SEPTEMBER 30, DECEMBER 31, 2003 2002 -------------- -------------- ASSETS Cash and cash equivalents $ 1,456 $ 63,640 Short-term investments 416 1,237 Interest receivable 33 392 Charter holdback -- 2,092 Furniture and fixtures 53 113 -------------- -------------- Total assets 1,958 67,474 -------------- -------------- LIABILITIES Accounts payable and accrued liabilities 273 2,571 Estimated costs to be incurred during the wind-up period 529 1,089 -------------- -------------- Total liabilities 802 3,660 -------------- -------------- Net assets in liquidation 1,156 63,814 Less: Contingency reserve 1,150 2,000 -------------- -------------- Net assets available for distribution to stockholders $ 6 $ 61,814 ============== ============== Net assets in liquidation per share $ 0.03 $ 1.58 Net assets available for distribution to stockholders per $ 0.00 $ 1.53 share Outstanding shares used in computing per share amounts 40,294,783 40,294,783
Stockholders are reminded that the Company's stock cannot be traded publicly once the Company converts to a liquidating trust. After the Company's stock transfer books have been closed, the Company's stockholders will own a beneficial interest in the liquidating trust according to their holdings of common stock, and certificates representing shares of common stock will not be assignable or transferable on the Company's books except by will, intestate succession or operation of law. After the final record date for the recording of stock transfers, the Company will not issue any new stock certificates, other than replacement certificates. Stockholders are urged to consult their tax advisors with respect to the tax consequences of the Company's liquidating distributions and the closure of the Company's stock transfer books. The following summary of certain income tax consequences differs from the summary contained in the Company's Form 10-Q for the quarter ended June 30, 2003 with respect to the timing of recognition of loss for Federal income tax purposes upon the Company's transfer of assets to the liquidating trust, and is included for general information only and does not constitute legal advice to any stockholder. The Company intends to transfer its remaining assets and liabilities to the liquidating trust so that stockholders will be treated for tax purposes as having received their proportionate share of the property at the time it is transferred to the liquidating trust. In such event, the amount of the distribution deemed to have been received by a stockholder will be reduced by their proportionate share of known liabilities assumed by the liquidating trust or to which the property transferred is subject. Assuming such treatment is achieved, assets transferred to the liquidating trust will cause the stockholders to be treated in the same manner for Federal income tax purposes as if the stockholders had received a distribution directly from the Company and they may be subject to tax on their proportionate net value of such transferred assets even though they will not have received any actual distributions from the Company or the liquidating trust with which to pay the tax. In most cases, stockholders will recognize gain or loss equal to the difference between (i) the sum of the amount of cash and the fair market value (at the time of distribution) of any property deemed to have been distributed to them (net of their proportionate share of liabilities), and (ii) their tax basis in their shares of the common stock. A stockholder's tax basis in his or her shares will depend upon various factors, including the amount paid by the stockholder for his or her shares and the amount and nature of any distributions received with respect to those shares. Any gain or loss recognized by a stockholder will be capital gain or loss provided the shares are held as capital assets. The liquidating trust itself should not be subject to tax. After formation of the liquidating trust, the stockholders will take into account for Federal income tax purposes their allocable portion of any income, gain or loss recognized by the liquidating trust. As a result of the ongoing operations of the liquidating trust, stockholders should be aware that they may be subject to tax, whether or not they have received any actual distribution from the liquidating trust with which to pay the tax. Cautionary Note Regarding Forward-Looking Statements about HSA: This press release contains statements about future events and expectations that are "forward-looking statements." Any statement in this press release that is not a statement of historical fact is a forward-looking statement that involves known and unknown risks, uncertainties and other factors which may cause the company's distributions, actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements, including the actions and timing of actions relating to the plan of liquidation and dissolution. Specific factors that might cause such a difference include, but are not limited to: the impact of assessing or resolving potential or outstanding litigation; the magnitude of any claims, including any claims in connection with the sale of certain of our operating assets to Charter Communications in February 2002; and those risks and uncertainties discussed in filings made by the Company with the Securities and Exchange Commission. For a detailed discussion of these and other cautionary statements, please refer to the Company's filings with the Securities and Exchange Commission (SEC). The forward-looking statements in this press release are made as of the date hereof and the Company assumes no obligation to update them. -----END PRIVACY-ENHANCED MESSAGE-----