As filed with the Securities and Exchange Commission on October 30, 1996
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EXECUTIVE TELECARD, LTD.
(Exact name of registrant as specified in its charter)
Delaware 13-3486241
(State of incorporation) (I.R.S. Employer ID No.)
One Blue Hill Plaza, Suite 1650
P.O. Box 1769, Pearl River, New York 10965
(Address of Principal Executive Offices) (Zip Code)
DIRECTORS AND EMPLOYEES 1993 STOCK OPTION PLAN
1995 EMPLOYEE STOCK OPTION AND APPRECIATION RIGHTS PLAN
1995 DIRECTORS STOCK OPTION AND APPRECIATION RIGHTS PLAN
(Full title of the plans)
Robert N. Schuck
Executive Telecard, Ltd.
One Blue Hill Plaza, Suite 1650, P.O. Box 1769
Pearl River, New York 10965
(Name and address of agent for service)
(914) 627-2060
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed maximum Proposed maximum Amount of
securities to to be offering aggregate registration
be registered registered price per share offering price fee
Common Stock
$0.001 Par
Value Per
Share 1,340,594 $9.0156<FN1> $12,086,259.26 $3,662.50
Common Stock
$0.001 Par
Value Per
Share 829,406 Various<FN2> $4,670,210.44 $1,415.22
Total 2,170,000 $16,756,469.70 $5,077.72
<FN>
(1) Computed on the basis of the last price reported to the National
Association of Securities Dealers Automated Quotation System on
October 28, 1996, solely for purposes of calculating the filing
fee, pursuant to Rule 457(h) of the Securities Act of 1933, as
amended.
(2) Computed on the basis of the actual exercise price per share for
options previously granted, solely for purposes of calculating the
filing fee, pursuant to Rule 457(h) of the Securities Act of 1933,
as amended.
</FN>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information specified in this Item
1 will be sent or given to employees as specified by Rule 428(b)(1). In
accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission") and the instructions to Form S-8, such
documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424.
Item 2. Registrant Information and Employee Plan Annual Information
The documents containing the information specified in this Item
2 will be sent or given to employees as specified by Rule 428(b)(1). In
accordance with the rules and regulations of the Commission and the
instructions to Form S-8, such documents are not being filed with the
Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission are
incorporated by reference in this Registration Statement:
(1) The Registrant's Form 10-K filed for the year ended March
31, 1996, as amended on Form 10-K/A filed on September 13,
1996.
(2) The Registrant's Form 10-Q for the quarter ended June 30,
1996.
(3) All other documents filed by Registrant under Sections
13(a), and 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act") since the end of the fiscal year
covered by the report referred to in (1) above;
(4) The section entitled "Description of Securities to be
Registered" contained in the Registrant's registration
statement on Form 8-A, File No. 0-23866, filed on March 30,
1989 and as amended on Form 8 on April 14, 1989 pursuant to
Section 12(g) of the Exchange Act.
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, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in the Registration Statement and to be a part hereof from the
date of filing of such documents.
Any statement contained in any 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 subsequently filed document which
also is, or is deemed to be, incorporated by reference herein modifies or
supersedes such statement. Except as so modified or superseded, such
statement shall not be deemed to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Not Applicable
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Officers and Directors.
The Registrant's Certificate of Incorporation and Bylaws and the
laws of the State of Delaware provide for indemnification of officers and
directors of the Registrant, made a party to a proceeding because they
were an officer or director of the Company, against all expenses,
liability, loss, judgments, fines and amounts paid in settlement incurred
in connection with proceedings, whether civil, criminal, administrative,
or investigative, provided that it is determined that they acted in good
faith, that, in the case of their official capacity with the Company, they
reasonably believed that their conduct was in the Company's best interests
or, in all other cases, that their conduct was at least not opposed to the
Company's best interests, and, in any criminal matter, that they had
reasonable cause to believe that their conduct was not unlawful.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is
incorporated herein by reference.
Item 9. Undertakings.
(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, as amended (the "Act");
(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 set forth
in the 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) do not apply if the registration statement is on Form S-3 or
S-8, and the information required 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(d) or Section 15(a) of
the Securities Exchange Act of 1934, as amended, that are incorporated by
reference in the Registration Statement.
(2) That the purpose for determining any liability under
the Act, 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.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Act, 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.
(b) Insofar as indemnification for liabilities arising under
the Act 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.
SIGNATURES
Pursuant to the Securities Act of 1933, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Pearl River, State
of New York, on October 28, 1996.
EXECUTIVE TELECARD, LTD.
By:/s/Anthony Balinger
Anthony Balinger, President and
Principal Executive Officer
Pursuant to the requirement of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Dated: October 28, 1996 By:/s/Anthony Balinger
Anthony Balinger, Director
Dated: October 28, 1996 By:/s/Edward J. Gerrity, Jr.
Edward J. Gerrity, Jr., Chairman and
Director
Dated: October 28, 1996 By:/s/Allen Mandel
Allen Mandel, Executive Vice President and
Principal Financial Officer
Dated: October 28, 1996 By:/s/Timothy A. Peach
Timothy A. Peach, Controller, Principal
Accounting Officer
Dated: October 28, 1996 By:/s/Stig Sonnerberg
Stig Sonnerberg, Director
Dated: October 28, 1996 By:/s/Richard A. Krinsley
Richard A. Krinsley, Director
Dated: October 28, 1996 By:/s/David W. Warnes
David W. Warnes, Director
Dated: October 28, 1996 By:/s/Ebrahim Ali Abdul Aal
Ebrahim Ali Abdul Aal, Director
EXHIBIT INDEX
Exhibit
Number Exhibit Method of Filing
4.1a Restated (and Amended) Certificate of
Incorporation dated October 28, 1988
(incorporated by reference from Exhibit 3.1
of the Registrant's Registration Statement
on Form S-3, SEC reference No. 33-67136). --
4.1b Amendment to Certificate of Incorporation Filed herewith
dated July 31, 1996. electronically
4.1c Amendment to Certificate of Incorporation Filed herewith
dated September 12, 1996. electronically
4.2 Bylaws (incorporated by reference from
Exhibit 3.2 of the Registrant's
Registration Statement on Form S-3,
SEC reference No. 33-67136). --
4.3a Directors and Employees 1993 Filed herewith
Stock Option Plan electronically
4.3b 1995 Employee Stock Option and
Appreciation Rights Plan dated Filed herewith
December 14, 1995. electronically
4.3c 1995 Directors Stock Option and
Appreciation Rights Plan Filed herewith
dated December 14, 1995. electronically
5.1 Opinion of Gorsuch Kirgis L.L.C.
regarding legality of shares being Filed herewith
issued. electronically
23.1 Consent of BDO Seidman, LLP. Filed herewith
electronically
23.2 Consent of Goldstein, Karlewicz Filed herewith
& Goldstein LLP. electronically
23.3 Consent of Gorsuch Kirgis L.L.C.
(contained in its opinion as Exhibit 5.1). --