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As Filed with the Securities and Exchange Commission on September 24, 2001
Registration No. 333-____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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WORLD GAMING PLC
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
ENGLAND AND WALES NONE
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
THE CIBC BANKING CENTRE, OLD PARHAM ROAD
PO BOX 3265, ST. JOHN'S, ANTIGUA, WEST INDIES N/A
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
WORLD GAMING PLC
2001 SHARE OPTION PLAN
(FULL TITLE OF THE PLAN)
MICHAEL AYMONG
The CIBC Banking Centre, Old Parham Road
PO Box 3265, St. John's, Antigua
Tel: (268) 480-1657 / Facsimile (268) 480-1656
(NAME, ADDRESS , INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES OF ALL COMMUNICATIONS TO:
JEFFREY R. HOULE, ESQ.
Greenberg Traurig, LLP
1750 Tysons Boulevard, Suite 1200
McLean, VA 22102
Tel: (703) 627-1300 / Facsimile: (703) 749-1301
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share Offering Price Registration Fee
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Ordinary Shares 15,000,000(1) (2) $26,572,804 $6,644
(Pounds) 0.002 par value*
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* Represented by American Depositary Shares in the form of American Depositary
Receipts
(1) Comprised of shares issuable pursuant to options under the Registrant's
World Gaming plc 2001 Share Option Plan (i) which replaced options
issued under the option plan of Starnet Communications International
Inc. (the Registrant's predecessor registrant), (ii) granted to
employees and contractors of the Registrant, and (iii) not yet granted.
(2) The offering price per share for shares described in footnotes (1)(i)
and (1)(ii) are based on the weighted average exercise price of the
options therefor. The offering price per share for shares described in
footnote (1)(iii) are based on the average of the high and low sale
prices of the American Depositary Shares, each representing one (1)
ordinary share of the registrant, as reported on the OTC Bulletin Board
on September 17, 2001.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or
given to participants in the World Gaming Plc 2001 Share Option Plan ("Plan") of
World Gaming plc, an England and Wales corporation ("Registrant"), pursuant to
Rule 428(b)(1) under the Securities Act of 1933, as amended.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
We hereby incorporate by reference in this registration statement the
following documents:
(a) Starnet Communications International, Inc. (the Registrant's predecessor
registrant, "Starnet") Annual Report on Form 10-K for the year ended April
30, 2000.
(b) All other reports filed by Starnet and the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, since
the end of the fiscal year covered by the document referred to in (a)
above.
(c) The description of the Registrant's ordinary shares contained in the
Registrant's registration statement on Form 8-A, as filed with the
Securities and Exchange Commission on May 23, 2001.
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 to this Registration Statement which
indicates that all securities offered hereby 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. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for the purposes of this Registration Statement to the extent 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.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
English law does not permit a company to indemnify a director or an
officer of the company or any person employed by the company as an auditor
against any liability that, by virtue of any rule of law, would otherwise attach
to him in respect of negligence, default, breach of duty or breach of trust in
relation to the company, except liability incurred by such director, officer or
auditor in defending any legal proceedings (whether civil or criminal) in which
judgment is given in his favor or in which he is acquitted or in certain
instances in which, although he is liable, a court finds that such director,
officer or auditor acted honestly and reasonably and that, with regard to all
the circumstances, he ought fairly to be excused and relief is granted by the
court. English law enables companies to purchase and maintain insurance for
directors, officers and auditors against any liability that would otherwise
attach to them in respect of any negligence, default, breach of duty or breach
of trust in relation to the company. Registrant's articles of association
entitles every director, secretary or manager of Registrant, to be indemnified
by Registrant against liabilities incurred during the discharge of his or her
duties where judgment is given in his or her favor or if the claim is disposed
of where he or she has not been found to have been in material breach of his or
her duty.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1 Memorandum of Association of World Gaming plc (Incorporated herein by
reference from the registrant's Registration Statement on Form F-4, SEC
File No. 333-48280 filed on October 19, 2000, Exhibit 3.1).
4.2 Articles of Association of World Gaming Plc.
4.3 World Gaming plc 2001 Share Option Plan.
5.1 Opinion of Altheimer & Gray
23.1 Consent of HJ & Associates, L.L.C.
23.2 Consent of Altheimer & Gray - included in Exhibit 5.1
ITEM 9. UNDERTAKINGS
(1) The Registrant hereby undertakes 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) The Registrant hereby undertakes that, for the purpose of determining any
liability under the Securities Act of 1933, each post-effective amendment
shall be treated as a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
treated as the initial bona fide offering thereof.
(3) The Registrant hereby undertakes to file a post-effective amendment to
remove from registration any of the securities being registered that remain
unsold at the end of the offering.
(4) The 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
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.
(5) 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,
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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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SIGNATURE
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 the City of Calgary, Alberta, Canada on September 13, 2001.
World Gaming plc
By: /s/ MICHAEL AYMONG
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Michael Aymong
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Date: September 13, 2001 By: /s/ MICHAEL AYMONG
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Michael Aymong
Chief Executive Officer
Date: September 6, 2001 By: /s/ RODNEY DAVIS
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Rodney Davis
Chief Financial Officer
Date: September 7, 2001 By: /s/ CLARE ROBERTS
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Clare Roberts
Director
Date: September 7, 2001 By: /s/ NICHOLAS JACKSON
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Nicholas Jackson
Director
Date: September 6, 2001 By: /s/ JASON BOLDUC
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Jason Bolduc
Director
Date: September 6, 2001 By: /s/ WOLF BERGELT
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Wolf Bergelt
Director
Date: September 5, 2001 By: /s/ FRED HAZELL
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Fred Hazell
Director