As filed with the Securities & Exchange Commission on December 10, 2003
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TELCO-TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 22-3328734
(State or other (I.R.S. Employer
jurisdiction of Identification
incorporation or Number)
organization)
68 Skyview Terrace
Clifton, New Jersey 07013
(973) 523-0835
(Address and Telephone of Principal Executive Offices) (Zip Code)
2003 Consultant Stock Compensation Plan, as amended
(Full Title of Plan)
Donald R. McKelvey, President
68 Skyview Terrace
Clifton, New Jersey 07013
(973) 523-0835
(Name, address and telephone number of agent for service)
Copies to:
David M. Kaye, Esq.
Danzig Kaye Cooper Fiore & Kay, LLP
P.O. Box 333, 30A Vreeland Road
Florham Park, New Jersey 07932-0333
(973) 443-0600
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM AMOUNT
SECURITIES OFFERING AGGREGATE OF
TO BE AMOUNT TO BE PRICE PER OFFERING REGISTRA-
REGISTERED REGISTERED SHARE (1) PRICE (1) TION FEE
Common Stock,
par value
$.001
per share(2) 6,000,000(2) $.095 $570,000 $46.12
TOTAL REGISTRATION FEE $46.12
_____________________
(1) Calculated in accordance with Rule 457(c) using the average of the
bid and asked price for the Common Stock on December 4, 2003.
(2) 6,000,000 additional shares of common stock, par value $.001 per
share (the "Common Stock") of Telco-Technology, Inc., a Delaware
corporation (the "Company") are being registered for issuance pursuant to
the Telco-Technology, Inc. 2003 Consultant Stock Compensation Plan, as
amended (the "Plan"). These shares reflect an increase of 6,000,000 shares
authorized under the Plan. In addition, pursuant to Rule 416 under the
Securities Act of 1933, as amended, this Registration Statement covers, in
addition to the number of shares stated above, an indeterminable number of
shares which may be subject to grant or otherwise issuable as a result of
stock splits, stock dividends or similar transactions.
EXPLANATORY NOTE
This Registration Statement is being filed for the purpose of
registering additional securities of the same class as other securities for
which a Registration Statement on Form S-8 has previously been filed and is
effective. The Company is hereby registering an additional 6,000,000
shares of Common Stock issuable pursuant to the Plan. Pursuant to General
Instruction E to Form S-8, the Company incorporates by reference herein the
contents of the Registration Statement on Form S-8 (File No. 333-104340)
filed by the Company on April 7, 2003, relating to the Plan, including the
information incorporated therein by reference.
Originally, 6,000,000 shares of Common Stock were authorized for
issuance under the Plan. On December 1, 2003, the Board of Directors
approved an amendment to the Plan to increase the aggregate number of
shares of Common Stock issuable under the Plan from 6,000,000 to
12,000,000. This Registration Statement covers the increase of 6,000,000
shares of Common Stock issuable under the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The following exhibits are attached hereto:
Exhibit No. Description of Exhibit Page No.
5.1 Opinion letter of Danzig Kaye Cooper Fiore & Kay, LLP
23.1 Consent of Danzig Kaye Cooper Fiore & Kay, LLP,
included in Opinion of Counsel filed as Exhibit 5.1
23.2 Consent of Malone & Bailey, PLLC
99.1 2003 Consultant Stock Compensation Plan, as
amended December 1, 2003
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 has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Clifton, State of New Jersey
on December 9, 2003.
TELCO-TECHNOLOGY, INC.
By: /s/ Donald R. McKelvey
Donald R. McKelvey,
Chairman of the Board and President
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.
Signature Title Date
/s/ Donald R. McKelvey Chairman of the Board, 12/9/03
Donald R. McKelvey President, Treasurer
and Director (Principal
Executive Officer and
Principal Financial and
Accounting Officer)
/s/ Robert W. McKelvey Secretary and 12/9/03
Robert W. McKelvey Director