UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
TELEMALL COMMUNICATIONS, INC.
-----------------------------
(Exact name of registrant as specified in its charter)
NEVADA 88-022660
------ ---------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5030 S. Paradise Rd. #C-213 Las Vegas, Nevada 89119-1214
--------------------------------------------------------
(Address of Executive Offices)
Stock Compensation Plan
-----------------------
(Full title of the plan)
Rick Sullivan
5030 S. Paradise Rd. #C-213
Las Vegas, Nevada 89119-1214
----------------------------
(Name and address of agent for service)
702-739-8899
------------
(Telephone number, including area code of agent for service)
COPIES TO:
Claudia J. Zaman, Esq.
10850 Wilshire Blvd. Suite 1170
Los Angeles, CA 90024
(310)441-7684
Exhibit Index on page 9 Commission page 1 of 24
- --------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Title of Amount to be Propose Proposed Amount
securities registered Maximum Maximum aggregate Of
to be Offering Offering price(1) registra-
registered Price/share(1) tion fee
- --------------------------------------------------------------------------------
Common Stock 691,000 shares .14 96,740.00 $100
.001 par value
under Stock
Compensation Plan
- ----------
(1) Calculated in accordance with Rule 457(b)(1) using the average of the bid
and asked prices for the Common Stock as of February 5, 1997.
PART II
Item 3. Incorporation of Documents by Reference.
The Registrant incorporates the following documents by reference in the
Registration Statement, which documents are not required to be filed with this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.
(b) The Registrant's Quarterly reports on Form 10-QSB and 10-Q for the
quarters ended March 31, 1996, June 30, 1996 and September 30, 1996 and
Registrant's reports on Form 8-K filed by the Registrant on or about June 27,
1996, filed by the Registrant pursuant to Section 15(d) of the Securities
Exchange of 1934, as amended.
All documents filed by Registrant after the date of this Registration
Statement under Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, or prior to the filing of the post-effective amendment to this
Registration Statement which indicates that all Securities offered hereunder
have been sold, or which deregisters all the securities covered hereunder which
remain unsold under this Registration Statement, shall be deemed to be
incorporated by reference in the Registration Statement and to be a part here of
from the date of filing such documents.
Item 4. Description of Securities
Common Stock
The Registrant's authorized capitalization is 50,000,000 shares of Common
Stock, par value $.001 per share, of which 8,875,105 shares were issued and
outstanding as of February 11, 1997. Each share of the Registrant's Common Stock
is entitled to one vote at the meeting of shareholders. Shares of Common Stock
do not carry cumulative voting rights and therefore, holders of a majority of
the outstanding shares of Common Stock will be able to elect the entire Board of
Directors and, if they do so, minority shareholders would not be able to elect
any members of the Board of Directors. The Registrant's Board of Directors have
authority, without action by the Registrant's shareholders, to issue all or any
portion of the authorized but unissued shares of Common Stock, which would
reduce the percentage of ownership of the Registrant of its shareholders and
which may dilute the book value of the Common Stock.
-2-
Shareholders of the Registrant have no preemptive rights to acquire
additional shares of Common Stock. The Common Stock is not subject to redemption
and carries no subscription or conversion rights. In the event of liquidation of
the Registrant, the shares of the Common Stock are entitled to share equally in
corporate assets after satisfied of all liabilities. Holders of Common Stock are
entitled to receive such dividends as the Board of Directors may from time to
time declare out of the funds legally available for the payment of dividends.
The Registrant has not paid cash dividends on its Common Stock and does not
anticipate that it will pay cash dividends in the foreseeable future.
Preferred Shares
The Registrant is authorized to issue 10,000,000 shares of Preferred
Convertible Shares, $10.00 par value. As of February 4, 1997, there were 514,000
shares of issued and outstanding Preferred Convertible Shares. Shares of
Preferred Stock may be divided into such series as may be established, from time
to time, by the Board of Directors. The Board of Directors, from time to time,
may fix and determine the designation and number of shares of any series and the
relative rights and preferences of the shares of any series so established
except that no series may have preemptive rights. The Board of Directors is also
authorized, within the limits and restrictions stated in any resolution or
resolutions of the Board of Directors originally fixing the number of shares
constitution any such series, to increase or decrease (but not below the number
of shares of any such series then outstanding) the number of shares of any such
series subsequent to the issuance of shares of that series.
Item 5. Interest of Counsel and Named experts
Not Applicable.
Item 6. Indemnification of Officers and Directors.
The Registrant's Articles of Incorporation and Bylaws provide for
indemnification of directors and officers against certain liabilities. Officers
and directors of the Registrant are indemnified generally against expenses
actually and reasonably incurred in connection with proceedings, whether civil
or criminal.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Act"), may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the forgoing provisions, or
otherwise, in the opinion of the Securities and Exchange Commission, such
indemnification is
-3-
against public policy as expressed in the Act and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed
The issuance of the securities to be offered hereby were exempt from the
registration requirements of the Securities Act of 1933, as amended, by virtue
of Section 4(2) thereof covering transactions not involving any public offering
or not involving any "offer" or "sale". The offer and sale has been made to one
buyer which the Registrant has reasonable grounds to believe is acquiring shares
for investment and which has knowledge and experience in financial and business
matters to be able to evaluate the merits and risks of the securities, and has
been provided and has access to all of the Registrant's reports filed with the
Commission and other relevant information. To date, 691,000 shares of the
registrant's Common Stock, $.001 value, have been issued pursuant to the
Registrant's Stock Compensation Plan. All the shares issued bear, and those to
be issued will bear, an appropriate restrictive legend to prevent resales in
violation of the Securities Act of 1933. Appropriate stop transfer instructions
have been issued to the registrant's transfer agent.
Item 8. Exhibits.
1 Articles of Incorporation, as amended(1)
2 Bylaws (1)
5 Opinion and Consent of Claudia J. Zaman Attorney At Law
10 Stock Compensation Plan
11 Consulting Agreement by and between the Registrant and
Investors Capital Enterprises
24 Consent of Merle S. Finkel, CPA
24.2 Consent of Claudia J. Zaman Attorney At Law (2)
(1) Incorporated by reference to the Registrant's quarterly report on Form
10-Q for the period ended June 30, 1996 and Registrant's Form 8-K filed on
June 27, 1996.
(2) Included in Exhibit 5.
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
-4-
(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;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in 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, including
(but not limited to) any addition or election of a managing underwriter;
provided, however, that paragraphs a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Securities Exchange Act of 1934 that are incorporated by reference 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 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 Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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 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 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 that
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.
-6-
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
requiremetns 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 Town of Las Vegas, State of Nevada, on this 12th day of
February, 1996.
TELEMALL COMMUNICATIONS, INC.
By: /s/
-------------------------------------
Rick Sullivan, Chairman & Chief
Executive Officer
Each person whose signature appears below on this Registration Statement
hereby constitutes and appoints Rick Sullivan, Chairman, or his successor in
office, with full power to act 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 (until revoked in writing) to
sign any and all amendments thereto) this Registration Statement on Form S-8 of
Telemall Communications, Inc.and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully for all intents and purposes, as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact or his substitute may lawfully do or cause to be done by virtue
thereof.
Pusuant to the requirements of the Securities Act of 2933, this
registration statement has been signed by the following persons in the
capacities and on the dated indicated.
Signature Title Date
- --------- ----- ----
/s/ Chairman & Chief February 12, 1996
- ------------------------ Executive Officer
Rick Sullivan
/s/ Director, Secretary February 12, 1996
- ------------------------
Eric Savage
-7-
/s/ Director February 12, 1996
- ------------------------
Beryl Wolk
/s/ Chief Financial February 12, 1996
- ------------------------ Officer
Roy Giorgi
-8-
EXHIBIT INDEX
Exhibit Description
- ------- -----------
5 Opinion and Consent of Claudia Zaman Attorney
At Law
10 1997 Consultant Stock Compensation Plan
11 Consulting Agreement by and between the
Registrant and Investors Capital Enterprises
24 Consent of Merle S. Finkel, CPA
-9-