SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
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THE SECURITIES ACT OF 1933
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Symphony Telecom Corp.
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(Exact name of registrant as specified in its charter)
Delaware 87-0378892
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
41 George St. South Brampton, Ontario L6Y2E1 Canada
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(Address of Principal Executive Offices)(Zip Code)
Employee/Consultant Stock Plan 2001
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(Full title of the plan)
Gilles Trahan, C.E.O., 41 George St. South Brampton, Ontario L6Y2E1 Canada
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(Name and address of agent for service)
(888) 479-6746
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(Telephone number, including area code, of agent for service)
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
REINVESTMENT PLAN, CHECK THE FOLLOWING BOX; [X]
CALCULATION OF REGISTRATION FEE
Proposed
Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered price per share price registration fee
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Common Stock 23,000,000 Shares $ .028(1) $ 690,000 $ 57.50
(1) Computed pursuant to Rule 457 solely of the purpose of calculating the
registration fee and not as a representation as to any actual proposed price.
The fee is based upon the average of the closing bid and ask price of the common
stock reported on the NASD Bulletin Board for August 5, 2002.
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PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
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Item 1 - Plan Information
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Pursuant to Rule 428(b)(1), the information required by Part I is included in
documents sent or given to each consultant of Symphony Telecom Corp., a Delaware
corporation (herein "Registrant" or "Company").
Item 2 - Registrant Information and Employee Plan Annual Information
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Plan participants have been advised of the availability without charge, upon
written or oral request, of the documents incorporated by reference in Item 3 of
Part II of this registration statement, and that these documents are
incorporated by reference in the prospectus, and the availability without
charge, upon written or oral request, of other documents required to be
delivered pursuant to Rule 424 (b). The address (to the attention of the
President of the Company) and telephone number to which the request is to be
directed is as follows: Gilles Trahan, C.E.O., 41 George St. South Brampton,
Ontario L6Y2E1 Canada Phone: 888-479-6746.
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3 - Incorporation of Documents by Reference
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The following documents are incorporated by reference to this Registration
Statement and made a part hereof:
(a) the Registrant's latest Annual Report on Form 10-KSB, for the fiscal
year ended June 30, 2001 including exhibits, filed under Section 13 or
15(d) of the Securities Act of 1934, as amended (the "Exchange Act"),
all past Form 10-QSB Reports for the past Quarterly periods, including
all amendments to all reports;
(b) all other reports, including amendments, filed by the Registrant
pursuant to Section 13 or 15(d) of the Exchange Act since the end of
the fiscal year covered by the Registrant Annual Report document
referred to in (a) immediately above;
All documents subsequently filed with the Commission by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which registers all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4 Description of Securities
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The class of securities to be offered is registered under Section 12 of the
Exchange Act.
Additional information:
The Company's Articles of Incorporation authorizes the issuance of up to
100,000,000 shares of common stock. Holders of shares of common stock are
entitled to one vote for each share on all matters to be voted on by the
stockholders and have no cumulative voting rights. Holders of shares of common
stock are entitled to share ratably in dividends, if any, as may be declared,
from time to time by the Board of Directors in its discretion, from funds
legally available therefore. In the event of a liquidation, dissolution or
winding up of the Company, the holders of shares of common stock are entitled to
share pro rata all assets remaining after payment in full of all liabilities.
Holders of common stock have no preemptive rights to purchase the Company's
common stock. There are no conversion rights or redemption or sinking fund
provisions with respect to the common stock. The outstanding shares of common
stock are validly issued, fully paid and non-assessable.
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Item 5 Interests of Named Experts and Counsel
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Not Applicable.
Item 6 Indemnification of Directors and Officers
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The Company's Articles of Incorporation and By-Laws may contain, from time To
time, subject to amendment, provisions which reduce the potential personal
liability of directors for certain monetary damages and provide for indemnity of
directors and other persons. Such provisions are intended to increase the
protection provided directors and, thus, increase the Company's ability to
attract and retain qualified persons to serve as directors.
The Delaware Corporations Law authorizes the indemnification of officers and
directors and certain others under certain circumstances.
The Articles of Incorporation and Bylaws, as may be amended from time to time,
provide authority to Management to authorize indemnification of officers and
Directors.
The foregoing is a summary of indemnification provisions and is limited with
reference to the actual complete language of the indemnification provisions.
In the opinion of the Securities and Exchange Commission, indemnification for
liabilities arising under the Securities Act of 1933 is contrary to public
policy and, therefore, is unenforceable.
Item 7. Exemption from Registration Claimed.
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Not Applicable.
Item 8. Exhibits.
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See - Exhibits and Exhibit Index below.
Item 9. Undertakings.
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a. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information in the registration statement.
To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424 (b) (Sec.230.424(b) of
this chapter) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement; Provided,
however, That paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the registration statement is on
Form S-3 (Sec.239.13 of this chapter) or Form S-8
(Sec.239.16b of this chapter) or Form F-3 (Sec.239.33 of
this chapter), and the information required to be included
in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration
statement.
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(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
b. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
c. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
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SIGNATURES
The Registrant. 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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Toronto, Canada on August 5, 2002.
Symphony Telecom Corp.
By: /s/ Gilles Trahan
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Gilles Trahan,
Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
Symphony Telecom Corp.
By: /s/ Gilles Trahan
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Gilles Trahan, Chief Financial Officer, Director
(Principal Financial Officer and Director)
August 5, 2002
By: /s/ Syed Ali
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Syed Ali, Director
(Director)
August 5, 2002
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U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Symphony Telecom Corp.
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EXHIBIT INDEX
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No. Description
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3.1 Articles of Incorporation*
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3.2 Bylaws*
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4 Instruments Defining Rights of Securities Holders
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5 Opinion re: Legality Letter
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23.1 Legal Consent (included in Exhibit 5)
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23.2 Accountants Consent
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10.1 Employee/ Consultant Stock Plan 2002 dated August 5, 2002
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* Incorporated by reference to the Company's SEC Files, No. 333-70042
