Registration No. __________
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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CINTECH TELE-MANAGEMENT SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Ohio 31-1200684
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2100 Sherman Avenue
Cincinnati, Ohio 45212
(Address of Principal Executive Offices) (Zip Code)
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CINTECH TELE-MANAGEMENT SYSTEMS, INC.
Amended and Restated Stock Option Plan
(Full Title of the Plan)
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Paul R. Mattingly, Esq.
Dinsmore & Shohl LLP
1900 Chemed Center
255 East Fifth Street
Cincinnati, Ohio 45202
(513) 977-8200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of the Registration
Statement.
CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
Each Class Maximum Maximum Amount of
of Offering Aggregate Registration
Securities Amount to Price Per Offering Fee
to be be Share Price
Registered Registered (1)
- ---------- ---------- ----------- ----------- --------------
Common 1,274,152(2) $3.40 $4,332,116.80 $1,143.68
Stock
Without
Par value
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and 457(h)(1) based upon the average of the high
and low prices of the Registrant's Common Stock on the Toronto Stock
Exchange on January 7, 2000, a date within 5 days of the date on
which the Registration Statement is filed.
(2) A Registration Statement on Form S-8, Registration No. 33-95366, was
filed on August 2, 1995, whereby 1,225,848 shares of common stock were
registered and a registration fee was paid. This Form S-8 hereby
registers an additional 1,274,152 shares of common stock.
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The information specified in Part I of Form S-8 is set forth in a
single document entitled "Prospectus" which constitutes a part of the
Section 10(a) Prospectus to which this Registration Statement relates
but which is not filed herewith.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Cintech Tele-Management Systems, Inc. (the "Registrant") hereby
states that the documents listed in (a) through (c) below are
incorporated by reference in this Registration Statement, and further
states that all documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, 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 this Registration Statement and to be part hereof from the
date of filing of such documents.
(a) The Registrant's Annual Report on Form 10-KSB for the
fiscal year ended June 30, 1999.
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 since June 30, 1999.
(c) The description of the Registrant's Common Stock contained
in the Registration Statement on Form 10-SB filed pursuant to Section
12(g) of the Securities Exchange Act of 1934, which Registration
Statement became effective on or about August 22, 1994.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of common stock offered hereby will be
passed upon for the Registrant by Dinsmore & Shohl LLP, Cincinnati,
Ohio. As of December 31, 1999, partners of Dinsmore & Shohl and
attorneys employed thereby, together with their immediate families
beneficially owned no shares of the Registrant's Common Stock and held
no options to purchase shares of Common Stock.
Item 6. Indemnification of Directors and Officers.
The Registrant's Code of Regulations provides that the Registrant
shall indemnify each director and officer of the Registrant, and each
person employed by the Registrant who serves at the written request of
the Chairman of the Board of the Registrant as a director, trustee, or
officer of another corporation, partnership, joint venture, trust, or
other enterprise, to the full extent permitted by Ohio law. The Code of
Regulations also provides that the Registrant may indemnify assistant
officers, employees and others by action of the Board of Directors to
the extent permitted by law.
In general, under Section 1701.13(E) of the Ohio Revised Code,
an Ohio corporation is permitted to indemnify its present or former
officers, directors, employees and agents against liabilities and
expenses incurred by such persons in their capacities as such so long as
they acted in good faith and in a manner they reasonably believed to be
in or not opposed to the best interests of the corporation, provided
that in an action by or in the name of the corporation, if the person
seeking indemnification was adjudged to be liable for negligence, no
indemnification is permitted unless the court in which the action was
brought specifically determines that such person is fairly and
reasonably entitled to indemnification in view of all the circumstances
of the case. The statute also provides that an Ohio corporation shall
advance attorney's fees incurred by directors, and may advance such fees
incurred by executive officers, employees, agents and others prior to
the final outcome of a matter provided the person seeking such advances
undertakes to repay them if it is ultimately determined that such person
is not entitled to indemnification (except in the case of directors who
must undertake to repay such advances only if it is proved by clear and
convincing evidence in a court of competent jurisdiction that the act or
failure to act in question was undertaken with deliberate intent to
cause injury to the corporation or was undertaken with reckless
disregard for the best interests of the corporation).
Item 7. Exemption from Registration.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
5 Opinion of Dinsmore & Shohl LLP, including its
consent
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Dinsmore & Shohl LLP (included in
Exhibit 5)
24 Power of Attorney (included on the signature
page)
99 Cintech Tele-Management Systems, Inc. Amended
and Restated Stock Option Plan
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 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.
(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.
SIGNATURES
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 it has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cincinnati, State
of Ohio, on January 10, 2000.
CINTECH TELE-MANAGEMENT SYSTEMS, INC.
By: /s/ Diane M. Kamionka
Diane M. Kamionka
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Diane M.
Kamionka to be his attorney-in-fact, for him or her in his or her name,
place and stead, in any capacity, to sign any and all amendments
relating to this Registration Statement, including any Registration
Statement filed pursuant to Rule 462(b) under the Securities Act of
1933, and to file the same with the Securities and Exchange Commission.
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 dates indicated:
Principal Executive Officer: Date: January 10, 2000
/s/ Diane M. Kamionka
Diane M. Kamionka
President and Chief Executive Officer
Principal Financial and Accounting Officer: Date: January 10, 2000
/s/ Michael E. Freese
Michael E. Freese
Director of Finance and Administration
Directors: Date: January 10, 2000
/s/ Diane M. Kamionka
Diane M. Kamionka
President; Chief Executive Officer; Director
/s/ Bryant A. Downey
Bryant A. Downey
Chief Technology Officer, Director
_____________________________
John G. Slater
Director
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Frank W. Terrizzi
Director
/s/ Carter F. Randolph
Carter F. Randolph
Director
EXHIBIT INDEX
Exhibit No. Description Page
5 Opinion of Dinsmore & Shohl LLP,
including its consent
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Dinsmore & Shohl LLP
(included in Exhibit 5)
24 Power of Attorney (included on
signature page)
99 Cintech Tele-Management Systems, Inc.
Amended and Restated Stock Option Plan
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