Registration No. 333-___________
As filed with the Securities and Exchange Commission on August 21, 1998
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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
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GLOBAL TELEMEDIA INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 64-0708107
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(State or other (I.R.S. Employer
jurisdiction of Identification Number)
incorporation or
organization)
3490 Piedmont Rd.
Suite 600
Atlanta, Georgia 30305
(404) 233-3277
(Address, including zip code, and telephone number,
including area code, or registrant's principal executive offices)
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STOCK OPTIONS ISSUED TO CONSULTANTS
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(Full title of plan)
Roderick A. McClain
Chief Executive Officer
Global TeleMedia International, Inc.
3490 Piedmont Rd.
Suite 600
Atlanta, Georgia 30305
(404) 233-3277
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
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Copies to:
Matthias & Berg LLP
1990 South Bundy Drive
Suite 790
Los Angeles, California 90025
Attn: Jeffrey P. Berg, Esq.
Phone (310) 820-0083
Fax (310) 820-8313
(REGISTRATION STATEMENT COVER PAGE CONTINUED)
CALCULATION OF REGISTRATION FEE
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Proposed
Maximum
Title of Each Class Proposed Maximum Aggregate Amount of
of Securities to be Amount to be Offering Price per Offering Registratio
Registered Registered(1) Share(1) Price(1) Fee(2)
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Common Stock, par
value $0.004 per
share(3) 1,750,000 $ 0.10 $175,000
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Common Stock, par
value $0.004 per share 800,000 $ 0.20 $160,000
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Common Stock, par
value $0.004 per share 40,000 $ 0.25 $ 10,000
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Common Stock, par
value $0.004 per share 100,000 $ 0.328 $ 32,813
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TOTAL 2,890,000 $ 377,813 $111.45
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(1) Estimated solely for the purpose of calculating the registration fee
based: (a) upon the exercise price of the options granted with respect to
2,890,000 of the shares of Common Stock registered in connection with this
Registration Statement.
(2) Pursuant to General Instruction E, the registration fee paid in connection
herewith is based on the maximum aggregate per share exercise price of the
shares of Common Stock covered by this registration statement.
(3) Certain of the shares registered pursuant to this Registration Statement
are available for issuance pursuant to certain stock option agreements
which are attached as exhibits to this Registration Statement.
PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1: Plan Information.
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The information required by Part I is included in documents to be sent or
given to the participants.
ITEM 2: Registration Information and Employee Plan Annual Information.
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Upon written or oral request, Global TeleMedia International, Inc., a
Delaware corporation (the "Registrant") will provide, without charge, a copy of
all documents incorporated by reference in Item 3 of Part II of this
Registration Statement, which are incorporated by reference in the Section 10(a)
Prospectus, and all other documents required to be delivered to employees
pursuant to Rule 428(b) promulgated under the Securities Act of 1933, as amended
(the "Securities Act"). All requests should be made to Global TeleMedia
International, Inc., Roderick A. McClain, Chief Executive Officer, 3490 Piedmont
Rd., Suite 600, Atlanta, Georgia 30305, tel. no. (404) 233-3277.
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3: Incorporation of Documents by Reference.
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The following documents, which are on file with the Securities and Exchange
Commission (the "Commission"), are incorporated in this Registration Statement
by reference:
(a) Annual Report on Form 10-KSB for the year ended December 31, 1997.
(b) Quarterly Report on Form 10-QSB for the quarterly period ended March 31,
1998.
(c) Quarterly Report on Form 10-QSB for the quarterly period ended June 30,
1998.
(d) The description of the Common Stock which is contained in the
registration statements filed under the Securities and Exchange Act of 1934, as
amended (the "Exchange Act"), including any amendment or report filed for the
purpose of updating such description.
All documents filed by the Registrant pursuant to Section 13(a), 14 and
15(d) of the Exchange Act prior to the filing of a post-effective amendment
which indicates that all shares offered hereby have been sold or which
deregisters all shares then remaining unsold, shall be deemed to be incorporated
in this Registration Statement by reference and to be a part hereof from the
date of filing of such documents.
ITEM 5. Interests of Named Experts and Counsel.
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Matthias & Berg LLP currently owns options to purchase up to 282,075 shares
of Common Stock and 300,000 shares of Common Stock, which are not the subject of
this Registration Statement. Matthias & Berg LLP has issued the opinion filed
herewith as Exhibit 5.1 to this Registration Statement.
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ITEM 6. Indemnification of Directors and Officers.
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The Registrant's Certificate of Incorporation generally provide for the
maximum indemnification of a corporation's officers and directors as permitted
by law in the State of Delaware. Delaware law empowers a corporation to
indemnify any person who was or is a party or who is threatened to be made a
party to any threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, except in the case of
an action by or in the right of the corporation, by reason of the fact that he
or she is or was a director, officer, employee or agent of the corporation or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or other enterprise. Depending on the
character of the proceeding, a corporation may indemnify against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with such action, suit or
proceeding if the person indemnified acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceedings, had no
reasonable cause to believe his or her conduct was unlawful.
A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he or she is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or other
enterprise, against expenses, including amounts paid in settlement and
attorney's fees actually and reasonably incurred by him or her in connection
with the defense or settlement of the action or suit if he or she acted in good
faith and in a manner which he or she reasonably believed to be in or not
opposed to the best interests of the corporation. Indemnification may not be
made for any claim, issue or matter as to which such a person has been adjudged
by a court of competent jurisdiction, after exhaustion of all appeals therefrom,
to be liable to the corporation or for amounts paid in settlement to the
corporation unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.
To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to above, or in defense of any claim, issue or matter
therein, he or she must be indemnified by the corporation against expenses,
including attorney's fees, actually and reasonably incurred by him in connection
with the defense. Any indemnification under this section, unless ordered by a
court or advanced pursuant to this section, must be made by the corporation only
as authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances. The
determination must be made: (a) by the stockholders; (b) by the board of
directors by majority vote of a quorum consisting of directors who were not
parties to the action, suit or proceeding; (c) if a majority vote of a quorum
consisting of directors who were not parties to the action, suit or proceeding
so orders, by independent legal counsel in a written opinion; or (d) if a quorum
consisting of directors who were not parties to the action, suit or proceeding
cannot be obtained, by independent legal counsel in a written opinion.
The articles of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he or she is not entitled to be indemnified
by the corporation. The provisions of this section do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.
The indemnification and advancement of expenses authorized in or ordered by
a court pursuant to this section: (a) does not exclude any other rights to which
a person seeking indemnification or advancement of expenses may be
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entitled under the articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either an action in
his or her official capacity or an action in another capacity while holding his
or her office, except that indemnification, unless ordered by a court pursuant
to this section or for the advancement of any director or officer if a final
adjudication establishes that his or her acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the
cause of action; and (b) continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person.
ITEM 8: Exhibits
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4.1 Form of Stock Option Agreement
5.1 Opinion of Matthias & Berg LLP
24.1 Consent of Matthias & Berg LLP (included in Exhibit 5.1)
24.2 Consent of Tauber & Balser, P.C.
ITEM 9: Undertakings
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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;
(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 (1)(i) and (1)(ii) above do not apply
if the Registration Statement is on From S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
incorporated by reference from periodic reports filed by the Registrant under
the Exchange Act.
(2) That, for determining liability under the Securities Act, to treat each
such post-effective amendment as a new registration statement of the securities
offered, and the offering of such securities at that time to be the initial bona
fide offering.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered that remain unsold at the end of the
offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, the Registrant has been advised
that
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in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities 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 in the successful defense of any action, suit or
proceeding) is asserted by such director, officers 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 Securities
Act and will be governed by the final adjudication of such issue.
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SIGNATURES
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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 Atlanta, Georgia, on August ___, 1998.
GLOBAL TELEMEDIA INTERNATIONAL, INC.
By: /s/ Roderick A. McClain
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Roderick A. McClain, Chief 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 dates indicated.
Signature Capacity in Which Signed Date
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/s/ Roderick A. McClain Chief Executive Officer
- -------------------------- (Principal Executive Officer)
Roderick A. McClain and Director August 21, 1998
/s/ Herbert S. Perman Chief Financial Officer (Principal August 21, 1998
- --------------------------- Financial Officer and Principal
Herbert S. Perman Accounting Officer) and Director
/s/ Geoffrey F. McClain Director August 21, 1998
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Geoffrey F. McClain
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Roderick A. McClain and Herbert S. Perman, or
either of them, as his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) and supplements to this Registration Statement, and
to file the same with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each end every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
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 Capacity in Which Signed Date
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/s/ Roderick A. McClain Chief Executive Officer
- -------------------------- (Principal Executive Officer)
Roderick A. McClain and Director August 21, 1998
/s/ Herbert S. Perman Chief Financial Officer (Principal August 21, 1998
- --------------------------- Financial Officer and Principal
Herbert S. Perman Accounting Officer) and Director
/s/ Geoffrey F. McClain Director August 21, 1998
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Geoffrey F. McClain
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EXHIBIT INDEX
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DOCUMENT DESCRIPTION OF DOCUMENT
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4.1 Form of Stock Option Agreement
5.1 Opinion of Matthias & Berg LLP
24.1 Consent of Matthias & Berg LLP (included in Exhibit 5.1)
24.2 Consent of Tauber & Balser, P.C.