-----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, S+BBlB6Gv9fcAd9y7oS8GhMZJvkeSOhnc1p9nR7p21J4aZiXiFU0r6LrdjyQd8Ux gDoyvlsKTZEu2otpiHftNw== 0001035704-03-000588.txt : 20030806 0001035704-03-000588.hdr.sgml : 20030806 20030806164218 ACCESSION NUMBER: 0001035704-03-000588 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030806 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030806 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: 03826674 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 d08035e8vk.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): August 6, 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 August 6, 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: August 6, 2003 By: /s/ JOHN G. HUNDLEY ---------------------- John G. Hundley Secretary EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION ----------- ----------- 99.1 Press Release dated August 6, 2003.
EX-99.1 3 d08035exv99w1.txt PRESS RELEASE EXHIBIT 99.1 FOR IMMEDIATE RELEASE: INVESTOR AND MEDIA CONTACT: George E. Willett, President and CFO High Speed Access Corp. (502) 657-6340 HIGH SPEED ACCESS CORP. ANNOUNCES RECORD AND DISTRIBUTION DATES FOR A SECOND CASH DISTRIBUTION OF $.17 PER SHARE AND INTENT TO CONVERT TO A LIQUIDATING TRUST LOUISVILLE, Ky., August 6, 2003 -- High Speed Access Corp. "HSA" (OTCBB: HSAC) announces today that its Board of Directors has authorized a cash distribution of $.17 per share on August 29, 2003, payable to shareholders of record as of August 22, 2003. The $.17 per share distribution is the second liquidating cash distribution made by the Company pursuant to the Plan of Liquidation and Dissolution approved by the Company's stockholders on November 27, 2002. In view of the Company's recent collection of the remaining $1 million holdback from Charter, the Board of Directors has also authorized a reduction in the general contingency reserve from $2 million to $1.15 million effective as of June 30, 2003. As of June 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)
JUNE 30, DECEMBER 31, 2003 2002 ----------- ------------ ASSETS Cash and cash equivalents $ 8,066 $ 63,640 Short-term investments 859 1,237 Interest receivable 65 392 Charter holdback -- 2,092 Furniture and fixtures 62 113 ----------- ----------- Total assets 9,052 67,474 ----------- ----------- LIABILITIES Accounts payable and accrued liabilities 445 2,571 Estimated costs to be incurred during the wind-up period 600 1,089 ----------- ----------- Total liabilities 1,045 3,660 ----------- ----------- Net assets in liquidation 8,007 63,814 Less: Contingency reserve 1,150 2,000 ----------- ----------- Net assets available for distribution to stockholders $ 6,857 $ 61,814 =========== =========== Net assets in liquidation per share $ 0.20 $ 1.58 Net assets available for distribution to stockholders per share $ 0.17 $ 1.53 Outstanding shares used in computing per share amounts 40,294,783 40,294,783
The Company does not expect to make any subsequent cash distributions prior to the transfer of its remaining assets and liabilities to a liquidating trust at year-end. On or before December 31, 2003, the Company expects to close its stock transfer books, cease the filing of periodic reports with the SEC, and transfer its $1,150,000 general contingency reserve (approximately $.0285 per share) and any remaining assets and liabilities, into a liquidating trust. The estimated net realizable values of assets and settlement amounts of liabilities represent our best estimate of the recoverable values of the assets and settlement amounts of liabilities. There can be no assurance, however, that we will be successful in selling the assets at their estimated net realizable value or in settling the liabilities at their estimated amounts. In the event claims against the Company or the trust are less than the contingency reserve, the liquidating trustee will make a Final Liquidation payment to stockholders on or before December 4, 2005 in an amount equal to any remaining contingency reserve. Shares of 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 is included for general information only and does not constitute legal advice to any stockholder. The Company believes that its liquidation is a taxable transaction, and that in most cases, its stockholders will recognize gain or loss equal to the difference between (i) the sum of the amount of cash distributed to them and the fair market value (at the time of distribution) of any property distributed to them, 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 will be recognized by reason of the liquidating distributions only to the extent that the aggregate value of such distributions received by a stockholder with respect to a share exceeds their tax basis for that share. Stockholders should note carefully that any loss will generally be recognized only upon either (i) a sale of the stockholder's shares prior to commencement of the trust, OR (ii) when the final distribution from the liquidating trust has been received and then only if the aggregate value of the liquidating distributions with respect to a share is less than the stockholder's tax basis for that share. If stockholders retain their shares during the liquidation period, they may not be able to recognize any loss until 2005 (or possibly later if the liquidation is not complete after three years.) Any gain or loss recognized by a stockholder will be capital gain or loss provided the shares are held as capital assets. Upon transfer of the Company's remaining assets to the liquidating trust at year-end, HSA intends to structure such trust so that its stockholders will be treated for tax purposes as having received their proportionate share of the property at the time of transfer, and thus stockholders should be aware that they may be subject to tax on their proportionate value of such transferred assets, whether or not they have received any actual distributions 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 payment of a cash distribution may cause the price of HSA's common stock to decline; the decline in the liquidity of HSA's common stock following any liquidating distributions and the closure of our stock transfer books; the tax consequences of any intended cash distribution may not be advantageous to shareholders; the impact of assessing or resolving potential or outstanding litigation; the magnitude of any claims, to the general contingency reserve , including any claims in connection with the sale of certain of our operating assets to Charter 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 HSA'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-----