As filed with the Securities and Exchange Commission on October 16, 2000
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------------
GLOBAL TELEMEDIA INTERNATIONAL, INC.
----------------------------------------------------
(Exact Name of Issuer as Specified in its Charter)
Delaware 64-0708107
- ------------------------------ ---------------------------------
(State or other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
4675 MacArthur Court
Suite 710
Newport Beach, California 92660
(Address of Principal Executive Offices and Zip Code)
-----------------------------------------------------
BROT/LASALA LIMITED CONSULTING AGREEMENT
K & S INTERNATIONAL COMMUNICATIONS, INC.,
CONSULTING AGREEMENT
GLOBAL TELEMEDIA INTERNATIONAL, INC.,
1996 STOCK OPTION PLAN
--------------------------------------------------
(Full Title of the Plans)
Mr. Jonathon Bentley-Stevens
Chief Executive Officer
Global Telemedia International, Inc.
4675 MacArthur Court, Ste. 710
Newport Beach, California 92660
(949) 253-9588
(Name, Address, and Telephone Number of Agent for Service)
--------------------------------------------------------------
Copies to: Jeffrey A. Tisdale, Esq.
Tisdale & Nicholson, LLP
2029 Century Park East, Ste. 900
Los Angeles, California 90067
(Cover page continues on next page)
CALCULATION OF REGISTRATION FEE
===========================================================================================
Proposed
Proposed Maximum
Title of Offering Aggregate
Securities to Amount to be Price per Offering Amount of
be Registered Registered (1) Share (2) Price (2) Registration Fee (2)
Common Stock, 600,000 .43 $ 258,000 $ 68.11
par Value $.004
Common Stock, 500,000 .43 $ 215,000 $ 56.76
par Value $.004
Common Stock, 3,400,000 .43 $1,462,000 $ 385.97
par Value $.004
- -------------------------------------------------------------------------------------------
TOTAL 4,500,000 $1,935,000 $ 510.84
===========================================================================================
<FN>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended,
this registration statement also covers an indeterminate amount of interests to be offered
or sold pursuant to the employee benefit plans described herein.
(2) Pursuant to Rule 457(c) under the Securities Act of 1933, as amended, the maximum
offering price per share and in the aggregate, and the registration fee were calculated based
upon the average of the bid and ask prices of the Common Stock of Global Telemedia
International, Inc., as reported on October 11, 2000 on he Over-the-Counter Bulletin Board.
2
PROSPECTUS
GLOBAL TELEMEDIA INTERNATIONAL, INC.
COMMON STOCK
PAR VALUE $.004
PER SHARE
Shares pursuant to the
BROT/LASALA LIMITED CONSULTING AGREEMENT
K & S INTERNATIONAL COMMUNICATIONS, INC.,
CONSULTING AGREEMENT
GLOBAL TELEMEDIA INTERNATIONAL, INC.,
1996 STOCK OPTION PLAN
THIS DOCUMENT CONSTITUTES PART OF THE PROSPECTUS COVERING SECURITIES THAT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION (THE "COMMISSION"), OR ANY OTHER FEDERAL AGENCY OR STATE
SECURITIES COMMISSION, NOR HAS THE COMMISSION OR OTHER AGENCY OR STATE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_________________________
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus, and if given or
made, such information or representations must not be relied upon as having been
authorized by Global Telemedia International, Inc. This Prospectus does not
constitute an offer to sell or solicitation of an offer to buy any securities
other than those offered by this Prospectus, nor shall there by any sale of the
securities by anyone in any state in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of any such state, or in which the person making such offer or solicitation
is not qualified to do so, or to any person to whom it is unlawful to make such
offer or solicitation.
_________________________
The date of this Prospectus is October 16, 2000
3
Neither delivery of this Prospectus nor any sale made hereunder shall,
under any circumstance, create any implication that there has been no change in
the affairs of the Company since the date hereof. This Prospectus does not
contain all the information set forth in the Registration Statement, certain
portions of which have been omitted pursuant to the rules and regulations of the
Commission as adopted and interpreted by the Commission. The information so
omitted may be obtained from the Commission's principal office in Washington,
D.C., upon payment of the fees prescribed by the Commission. See "AVAILABLE
INFORMATION" herein.
TABLE OF CONTENTS
Page
-----
Available information 4
Incorporation of Certain Documents by Reference 5
General Information 5
Brot/LaSala Limited Consulting Agreement 6
K & S International Communications, Inc., Consulting Agreement 6
1996 Stock Option Plan 6
Federal Income Tax Aspects 9
Resales by Affiliates 10
Legal Opinion 11
AVAILABLE INFORMATION
Global Telemedia International, Inc. is subject to the informational
requirements of the Securities Act of 1934 and, in accordance therewith, files
reports and other information with the Commission. Information as of particular
dates concerning its directors and officers, their remuneration, options granted
to them, principal holders of securities and any material interest of such
persons in transactions with the Company, is set forth in proxy statements
distributed to shareholders and filed with the Commission. Such reports, proxy
statements and other information may be inspected and copied at the offices of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates or reviewed through the Commission Edgar Database at www.sec.gov. In
addition, the Common Stock is listed on the Over-the-Counter Bulletin Board and
reports, proxy statements and other information concerning the Company is made
available for inspection at the filing offices of the Over-the-Counter Bulletin
Board, at the National Association of Securities Dealers, Over-the-Counter
Bulletin Board Filings, 9801 Washingtonian Blvd., Gaithersburg, MD 20878.
4
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission are incorporated herein
by reference:
a. Global Telemedia International, Inc.'s Annual Report on Form 10-KSB
for the year ended December 31, 1999.
b. "Description of Common Stock, par value $.004" included in the
Global Telemedia International, Inc. Registration Statement under Section 12 of
the Securities Exchange Act of 1934, as amended, including any amendment or
report filed for the purpose of updating such description.
c. Information as to stock options and stock appreciate rights,
including the amounts outstanding, exercises, prices and expiration dates, which
will be included in the future in either Global Telemedia International's proxy
statements, annual reports or appendices to this prospectus.
Additionally, Global Telemedia International, Inc.'s Quarterly Report on
Form 10-QSB for the quarter ended June 30, 2000, all reports and other documents
subsequently filed by Global Telemedia International pursuant to Sections 13(a)
and (c), 14, and 15(d) of the Securities and Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all of the securities offered hereby have been sold or which
deregisters all securities remaining unsold, shall be deemed to be incorporated
herein by reference and to be a part hereof from the date of filing such reports
and documents.
Global Telemedia International, Inc. hereby undertakes to provide without
charge to each prospective Brot/LaSala Limited Consulting Agreement participant,
K & S International Communications, Inc., Consulting Agreement participant and
1996 Stock Option Plan participant to whom a copy of this Prospectus has been
delivered, upon request, a copy of any or all of the documents which have been
or may be incorporated in this Prospectus by reference, other than exhibits to
such documents. Written requests should be directed to Mr. Jonathan
Bentley-Stevens, Global Telemedia International, 4675 MacArthur Court, Ste.
710, Newport Beach, California, 92660, or one may call Mr. Bentley-Stevens at
(949) 253-9588.
GENERAL INFORMATION
This Prospectus is furnished in connection with the offering by Global
Telemedia International, a Delaware corporation, of up to 3,400,000 shares of
its Common Stock, par value $.004 per share (the "Common Stock"), pursuant to
the Global Telemedia International, Inc. 1996 Stock Option Plan.
The Global Telemedia International, Inc., executive office is located at
4675 MacArthur Court, Suite 710, Newport Beach, California, 92660, and its
telephone number is (949) 253-9588.
5
BROT/LASALA LIMITED CONSULTING AGREEMENT
Bentley House International Group entered into a business services
consulting agreement on December 23, 1999, with Mr. Robert Brot and Mr.
Stephen LaSala of Brot/LaSala, Limited (the "Consulting Agreement"). Bentley
House International Group was a corporate name Global Telemedia International,
Inc. (the "Company") had been planning to adopt but, for business purposes,
never did adopt this name. Pursuant to the Consulting Agreement, Mr. Brot and
Mr. LaSala agreed to provide business advisory services to the Company. The
services contracted for included management consulting in the areas of
operations, business plan implementation and marketing.
In return for such advisory services, the Company agreed to issue, on
behalf of Brot/LaSala, Limited, to Mr. Brot six hundred thousand (600,000)
shares of the Company's stock. Such shares are being registered pursuant to
this Registration Statement to fulfill the Company's contractual obligation.
K & S INTERNATIONAL COMMUNICATIONS, INCORPORATED CONSULTING AGREEMENT
The Company entered into a business services agreement on March 6, 1997,
with K & S International Communications, Inc. ("K & S") (the "Agreement").
Pursuant to the Agreement, K & S agreed to provide telecommunications services
to the Company. The services contracted for included the installation of
facilities and implementation of telecommunication services to enable the
Company and its management to develop expertise in the area of
telecommunications.
As payment for such services, K & S agreed to accept five hundred thousand
(500,000) shares of the Company's stock in lieu of cash. Such shares are being
registered pursuant to this Registration Statement to fulfill the Company's
contractual obligation.
1996 STOCK OPTION PLAN
General
The Global Telemedia International 1996 Stock Option Plan (the "1996 Plan")
was adopted by the Board of Directors on November 12, 1996 and approved by the
shareholders of Global Telemedia International, Inc. (the "Company"), at the
1997 Annual Shareholders' Meeting. The Company reserved for issuance under the
1996 Plan an aggregate of 3,400,000 shares of Common Stock. The 1996 Plan
provides for the grant to employees of the Company of incentive stock options
within the meaning of Section 422 of the Internal Revenue Code (the "Code"), and
for the grant to employees and consultants of nonstatutory stock options.
The success of the Company depends upon its ability to attract and retain
highly qualified and competent employees. The 1996 Plan enhances that ability
and provides additional incentive to such personnel to advance the interests of
the Company and its stockholders. Management of the Company believes that the
reservation of 3,400,000 shares of Common Stock for issuance under the 1996 Plan
provides an adequate reserve in order to enable the Company to compete with
other companies to attract and retain valuable employees.
A description of the 1996 Plan is set forth below. The description is
intended to be a summary of the material provisions of the 1996 Plan and does
not purport to be complete. The following discussion summarizes certain aspects
of the 1996 Plan, but is qualified in its entirety by reference to the 1996
Stock Option Plan which is attached as an Exhibit to this Registration
Statement.
6
1996 Stock Option Plan
The general purpose of the 1996 Plan is to attract and retain the best
available personnel for positions of substantial responsibility, to provide
additional incentive to employees and consultants of the Company and to promote
the success of the Company's business. It is intended that these purposes will
be effected through the granting of stock options, which may be either
"incentive stock options" as defined in Section 422 of the Code, or nonstatutory
stock options.
The 1996 Plan provides that options may be granted to the employees
(including officers and directors who are employees) and consultants of the
Company, or of any parent or subsidiary of the Company. Incentive stock options
may be granted only to employees. An employee or consultant who has been
granted an option may, if otherwise eligible, be granted additional options.
As of November 12, 1996, the Company's Board of Directors approved the
Company's 1996 Plan, subject to the ratification of the Company's stockholders.
The Company's stockholder's approved the 1996 Plan at the 1997 Annual
Shareholder's Meeting. The Company has reserved for issuance up to 3,400,000
shares of Common Stock under the 1996 Plan.
Administration of and Eligibility Under the 1996 Stock Option Plan
The 1996 Plan, as adopted, provides for the issuance of options to purchase
shares of Common Stock to officers, directors, employees, independent
contractors and consultants of the Company and its subsidiaries as an incentive
to remain in the employ of or to provide services to the Company and its
subsidiaries. The 1996 Plan authorizes the issuance of incentive stock options
("ISOs"), non-qualified stock options ("NSOs") and stock appreciation rights
("SARs") to be granted by a committee (the "Committee") to be established by the
Board of Directors to administer the 1996 Plan and which is to consist of at
least two outside directors of the Company.
Subject to the terms and conditions of the 1996 Plan, the Committee will
have the sole authority to determine: (a)the persons ("optionees") to whom
options to purchase shares of Common Stock and SARs will be granted, (b) the
number of options and SARs to be granted to each such optionee, (c) the price to
be paid for each share of Common Stock upon the exercise of each option, (d) the
period within which each option and SAR will be exercised and any extensions
thereof, and (e) the terms and conditions of each such stock option agreement
and SAR agreement which may be entered into between the Company and any such
optionee.
All officers, directors and employees of the Company and its subsidiaries
and certain consultants and other persons providing significant services to the
Company and its subsidiaries will be eligible to receive grants of options and
SARs under the 1996 Plan. However, only employees of the Company and its
subsidiaries are eligible to be granted ISOs.
Stock Option Agreements
All options granted under the 1996 Plan will be evidenced by an option
agreement or SAR agreement between the Company and the optionee receiving such
option or SAR. Provisions of such agreements entered into under the 1996 Plan
need not be identical and may include any term or condition which is not
inconsistent with the 1996 Plan and which the Committee deems appropriate for
inclusion.
7
Incentive Stock Options
Except for ISOs granted to stockholders possessing more than ten percent
(10%) of the total combined voting power of all classes of the securities of the
Company or its subsidiaries to whom such ownership is attributed on the date of
grant ("Ten Percent Stockholders"), the exercise price of each ISO must be at
least 100% of the fair market value of the Company's Common Stock as determined
on the date of grant. ISOs granted to Ten Percent Stockholders must be at an
exercise price of not less than 110% of such fair market value.
Each ISO must be exercised, if at all, within ten (10) years from the date
of grant, or, within five (5) years of the date of grant in the case of ISO's
granted to Ten Percent Stockholders.
The aggregate fair market value (determined as of time of the grant of the
ISO) of the Common Stock with respect to which the ISOs are exercisable for the
first time by the optionee during any calendar year shall not exceed $100,000.
Non-Qualified Stock Options
The exercise price of each NSO will be determined by the Committee on the
date of grant. The 1996 Plan provides that no grant of any non-qualified stock
options may be at an exercise price less than 85% of the fair market value of
the Common Stock on the date of grant.
The exercise period for each NSO will be determined by the Committee at the
time such option is granted, but in no event will such exercise period exceed
ten (10) years from the date of grant.
Stock Appreciation Rights
Each SAR granted under the 1996 Plan will entitle the holder thereof, upon
the exercise of the SAR, to receive from the Company, in exchange therefor, an
amount equal in value to the excess of the fair market value of the Common Stock
on the date of exercise of one share of Common Stock over its fair market value
on the date of exercise of one share of Common Stock over its fair market value
on the date of grant (or in the case of an SAR granted in connection with an
option, the excess of the fair market of one share of Common Stock at the time
of exercise over the option exercise price per share under the option to which
the SAR relates), multiplied by the number of shares of Common Stock covered by
the SAR or the option, or portion thereof, that is surrendered.
SARs will be exercisable only at the time or times established by the
Committee. If an SAR is granted in connection with an option, the SAR will be
exercisable only to the extent and on the same conditions that the related
option could be exercised. The Committee may withdraw any SAR granted under the
1996 Plan at any time and may impose any conditions upon the exercise of an SAR
or adopt rules and regulations from time to time affecting the rights of holders
of SARs.
Limit to Options Granted Under the 1996 Stock Option Plan
Under Section 162(m) of the Code, which was enacted in 1993, the
deductibility for federal income tax purposes of compensation paid to the
Company's Chief Executive Officer and the four other most highly compensated
executive officers who receive salary and bonus in excess of $100,000 in a
particular year is limited to $1,000,000 per year per individual. For purposes
of this legislation, compensation expense attributable to stock options and SARs
would be subject to this limitation unless, among other things, the option plan
8
under which the options and SARs is granted includes a limit on the number of
shares with respect to which awards may be made to any one employee in a fiscal
year. Such a potential compensation expense deduction could arise, for example,
upon the exercise by one of these executives of a nonstatutory option, i.e., an
option that is not an incentive stock option qualifying for favorable tax
treatment, or upon a disqualifying disposition of stock received upon exercise
of an incentive stock option.
In order to exclude compensation resulting from options granted under the
Company's 1996 Plan from the $1,000,000 limit on deductibility, the Board of
Directors has approved a provision in the 1996 Plan which will place a 300,000
share limit on the number of options that may be granted under the 1996 Plan to
an employee in any fiscal year. This limit is subject to appropriate adjustment
in the case of stock splits, stock dividends and the like. The purpose of this
provision, which is intended to comply with Section 162(m) of the Code and the
regulations thereunder, is to preserve the Company's ability to deduct in full
any compensation expense related to stock options.
Termination of Option and Transferability
In general, any unexpired options and SARs granted under the 1996 Plan will
terminate: (a) in the event of death or disability, pursuant to the terms of the
option agreement or SAR agreement, but not less than six (6) months or more than
twelve (12) months after the applicable date of such event, (b) in the event of
retirement, pursuant to the terms of the option agreement or SAR agreement, but
no less that thirty (30) days or more than three (3) months after such
retirement date, or (c) in the event of termination of such person other than
for death, disability or retirement, until thirty (30) days after the date of
such termination. However, the Committee may in its sole discretion accelerate
the exercisability of any or all options or SARs upon termination of employment
or cessation of services.
The options and SARs granted under the 1996 Plan generally will be
non-transferable, except by will or the laws of descent and distribution.
Adjustments Resulting from Changes in Capitalization
The number of shares of Common Stock reserved under the 1996 Plan and the
number and price of shares of Common Stock covered by each outstanding option or
SAR under the 1996 Plan will be proportionately adjusted by the Committee for
any increase or decrease in the number of issued and outstanding shares of
Common Stock resulting from any stock dividends, split, consolidations,
recapitalizations, reorganizations or like event.
Amendment or Discontinuance of the 1996 Stock Option Plan
The Board of Directors has the right to amend, suspend or terminate the
1996 Plan at any time. Unless sooner terminated by the Board of Directors, the
1996 Plan will terminate on November 11, 2006, the tenth (10th) anniversary date
of the effectiveness of the 1996 Plan.
Certain Federal Income Tax Considerations
Options granted under the 1996 Plan may be either "incentive stock
options," as defined in Section 422 of the Code, or nonstatutory options.
An optionee who is granted an incentive stock option will not recognize
taxable income either at the time the option is granted or upon its exercise,
although the exercise may subject the optionee to the alternative minimum tax.
9
Upon the sale or exchange of the shares more than two years after grant of the
option and one year after exercising the option, any gain or loss will be
treated as long-term capital gain or loss. If these holding periods are not
satisfied, the optionee will recognize ordinary income at the time of sale or
exchange equal to the difference between the exercise price and the lower of:
(i) the fair market value of the shares at the date of the option exercise, or
(ii) the sale price of the shares. A different rule for measuring ordinary
income upon such a premature disposition may apply if the optionee is also an
officer, director or Ten Percent Stockholder of the Company. Generally, the
Company will be entitled to a deduction in the same amount as the ordinary
income recognized by the optionee. Any gain or loss recognized on such a
premature disposition of the shares in excess of the amount treated as ordinary
income will be characterized as long-term or short-term capital gain or loss,
depending on the holding period.
All other options that do not qualify as incentive options are referred to
as nonstatutory options. An optionee will not recognize any taxable income at
the time he or she is granted a nonstatutory option. However, upon its
exercise, the optionee will recognize taxable income generally measured as the
excess of the then fair market value of the shares purchased over the purchase
price. Any taxable income recognized in connection with an option exercise by
an optionee who is also an employee of the Company will be subject to tax
withholding by the Company. Upon the resale of such shares by the optionee, any
difference between the sale price and the optionee's purchase price, to the
extent not recognized as taxable income as described above, will be treated as
long-term capital gain or loss, depending on the holding period.
Generally, the Company will be entitled to a tax deduction in the same
amount as the ordinary income recognized by the optionee with respect to shares
acquired upon exercise of a nonstatutory option.
The foregoing is only a summary of the effect of federal income taxation
upon the optionee and the Company with respect to the grant and exercise of
options under the 1996 Plan, does not purport to be complete, and does not
discuss the tax consequences of the optionee's death or the income tax laws of
any municipality, state or foreign country in which an optionee may reside.
RESALE BY AFFILIATES
Optionees who are "affiliates" of the Company within the meaning of the
rules and regulations under the Securities Act of 1933, as amended (the "Act"),
may not offer or sell the Common Stock they acquire upon exercise of options
unless such offers and sales are made pursuant to an effective registration
statement under the Act or pursuant to an appropriate exemption from the
registration requirements of the Act, or, if available to the selling
stockholder, within the limitations and subject to the conditions set forth in
Rule 144 promulgated under the Act.
Any officer, director or beneficial owner of at least ten percent (10%) of
the Common Stock who violates the terms of Section 16(b) of the Exchange Act,
and the rules and regulations of the Securities & Exchange Commission (the
"Commission") promulgated thereunder, shall be obligated to pay to the Company
all or a portion of any amount of the sales price received for the shares sold
in excess of the price paid for the shares received. Such stockholders,
officers and directors of the Company are advised to consult their individual
counsel in this regard prior to the purchase or sale of any such shares.
10
Optionees are advised to consult with counsel as to their status as an
"affiliate" of the Company and as to the applicability of Section 16(b) to the
exercise of options and the shares acquired thereby, or other sales.
LEGAL OPINION
Legal matters in connection with the issuance of the securities offered
hereby, have been passed upon for Global Telemedia International, Inc. by
Tisdale & Nicholson, LLP, 2029 Century Park East, Suite 900, Los Angeles,
California 90067.
11
Part I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. Plan Information.
- ----------------------------
BROT/LASALA LIMITED CONSULTING AGREEMENT
Bentley House International Group entered into a business services
consulting agreement on December 23, 1999, with Mr. Robert Brot and Mr. Stephen
LaSala of Brot/LaSala, Limited (the "Consulting Agreement"). Bentley House
International Group was a corporate name Global Telemedia International, Inc.
(the "Company") had been planning to adopt but, for business purposes, never did
adopt this name. Pursuant to the Consulting Agreement, Mr. Brot and Mr. LaSala
agreed to provide business advisory services to the Company. The services
contracted for included management consulting in the areas of operations,
business plan implementation and marketing.
In return for such advisory services, the Company agreed to issue, on
behalf of Brot/LaSala, Limited, to Mr. Brot six hundred thousand (600,000)
shares of the Company's stock. Such shares are being registered pursuant to
this Registration Statement to fulfill the Company's contractual obligation.
K & S INTERNATIONAL COMMUNICATIONS, INCORPORATED CONSULTING AGREEMENT
The Company entered into a business services agreement on March 6, 1997,
with K & S International Communications, Inc. ("K & S") (the "Agreement").
Pursuant to the Agreement, K & S agreed to provide telecommunications services
to the Company. The services contracted for included the installation of
facilities and implementation of telecommunication services to enable the
Company and its management to develop expertise in the area of
telecommunications.
As payment for such services, K & S agreed to accept five hundred thousand
(500,000) shares of the Company's stock in lieu of cash. Such shares are being
registered pursuant to this Registration Statement to fulfill the Company's
contractual obligation.
1996 STOCK OPTION PLAN
As permitted by the rules of the Securities & Exchange Commission, this
Registration Statement omits the information specified in the Company's 1996
Stock Option Plan. The documents containing the information concerning the
Company's 1996 Stock Option Plan will be delivered to the participants in
accordance with Rule 428(b) of the Securities Act of 1933, as amended (the
"Securities Act").
ITEM 2. Registrant Information and Employee Plan Annual Information.
- ----------------------------------------------------------------------------
Upon written or oral request, Global Telemedia International, Inc., a
Delaware corporation (the "Registrant") will provide, without charge, a copy of
all documents incorporated herein 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. All requests
should be directed to Mr. Jonathon Bentley-Stevens, Chief Executive Officer,
Global Telemedia Interantional, Inc., 4675 MacArthur Court, Ste. 710, Newport
Beach, California 92660 or (949) 253-9588.
3
Part II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
- --------------------------------------------------
The following documents, which are on file with the Securities and Exchange
Commission, are incorporated in this Registration Statement by reference:
(a) Annual Report on Form 10-KSB for the year ended December 31, 1999.
(b) Quarterly Report on Form 10-QSB for the quarterly period ended
March 31, 2000.
(c) Quarterly Report on Form 10-QSB for the quarterly period ended June
30, 2000.
(d) The description of the Common Stock which is contained in the
registration statement 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 Sections 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 4. Description of Securities.
- --------------------------------------
The authorized capital stock of the Company consists of 75,000,000 shares
of Common Stock (which will be increased to 100,000,000 shares of Common Stock
once the Delaware Secretary of State accepts the Company's revised Certificate
of Determination, which is expected to occur in the next few days), $0.004 par
value. The holders of Common Stock (i) have equal and ratable rights to
dividends from funds legally available therefore, when as and if declared by the
Board of Directors of the Company; (ii) are entitled to share ratably in all of
the assets of the Company available for distribution to holders of Common Stock
upon liquidation, dissolution, or winding up of the affairs of the Company;
(iii) do not have pre-emptive, subscription or conversion rights (there are no
redemption or sinking fund provisions applicable thereto); and (iv) are entitled
to one non-cumulative vote per share on all matters which shareholders may vote
at all meetings of shareholders. All shares of Common Stock outstanding are
fully paid for and non-assessable and all shares that are part of this Offering,
when issued, will be fully paid and non-assessable.
Since its inception, the Company has not paid any cash dividend on its
Common Stock and anticipates that it will not pay cash dividends in the
foreseeable future.
All shares of Common Stock now outstanding are fully paid and
non-assessable and all shares of Common Stock which are the subject of this
Registration Statement, when issued, will also be fully paid and non-assessable.
4
ITEM 5. Interest of Named Experts and Counsel.
- -----------------------------------------------------
Not Applicable.
ITEM 6. Indemnification of Officers and Directors.
- --------------------------------------------------------
The Company's Certificate of Incorporation generally provides 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.
5
The articles of incorporation, the bylaws or an agreement made by a
Delaware 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 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 7. Exemption From Registration Claimed.
- ----------------------------------------------
Not Applicable.
ITEM 8. Exhibits.
- -------------------
Exhibits included in the Exhibit Index filed herewith are as follows:
Opinion of Tisdale & Nicholson, LLP;
Consent of Mendoza Berger & Company, LLP;
Consent of Tisdale & Nicholson, LLP (contained in its opinion filed as
Exhibit 5);
Power of Attorney (Reference is made to the Signatures Section of this
Registration Statement for the Power of Attorney contained therein);
Brot/LaSala Limited Consulting Agreement;
K & S International Communications Consulting Agreement; and
Global Telemedia International, Inc. 1996 Stock Option Plan.
ITEM 9. Undertakings.
- -----------------------
The undersigned Registrant hereby undertakes:
6
(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,
represents a fundamental change in the information set forth in the Registration
Statement; and
(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) do not apply if the
Registration Statement is on Form S-8, and the information required to be
included in a post-effective amendment 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 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, 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 Registrant
pursuant to the foregoing provisions, 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 Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by Registrant of expenses incurred or paid
by the director, officer or controlling person 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 is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.
7
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 Newport Beach, State of California, on October 16,
2000.
By: /s/ Jonathon Bentley-Stevens By: /s/ David Tang
- ---------------------------------- ------------------------------
Jonathon Bentley-Stevens David Tang
President and Chief Chief Financial Officer
Executive Officer Global Telemedia International, Inc.
Global Telemedia International, Inc.
POWER OF ATTORNEY TO SIGN AMENDMENT
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below does hereby constitute and appoint Jonathon Bentley-Stevens and David
Tang, and each of them, with full power of substitution, such person's true and
lawful attorneys-in-fact and agents for such person in such person's name, place
and stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement on Form S-8 and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents 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
in order to effectuate the same as fully, to all intents and purposes, as he or
she or such person might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents 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 date indicated.
Dated: October 16, 2000 By: /s/ Jonathon Bentley-Stevens
---------------- ---------------------------------
Jonathon Bentley-Stevens
Chief Executive Officer
and President, Director
Dated: October 16, 2000 By: /s/ Regina Peralta
---------------- ---------------------------------
Regina Peralta
Executive Vice-President and
Director
Dated: October 16, 2000 By: /s/ John Walsh
---------------- ---------------------------------
John Walsh
Chief Operating Officer and
Director
8
Dated: October 16, 2000 By: /s/ David Tang
---------------- ---------------------------------
David Tang
Chief Financial Officer
Dated: October 16, 2000 By: /s/ Joemari D. Gerochi
---------------- ---------------------------------
Director
Dated: October 16, 2000 By: /s/ Roberto S. Sebastian
---------------- ---------------------------------
Director
Dated: October 16, 2000 By: /s/ Ramon A. Tirol
---------------- ---------------------------------
Director
Dated: October 16, 2000 By: /s/ Renato De Villa
---------------- ---------------------------------
Director
Dated: October 16, 2000 By: /s/ Yam Pg Anak Hj Abdul Wadood
Bolkiah
---------------- ---------------------------------
Director
Pursuant to the requirements of the Securities Act of 1933, the Employee
Benefit Plans Committee has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Newport Beach, State of California, on October 16, 2000.
By: /s/ Jonathon Bentley-Stevens
- -------------------------------
Jonathon Bentley-Stevens
President and Chief
Executive Officer
Global Telemedia International, Inc.
9
EXHIBIT INDEX
--------------
SEC Assigned No. Description of Exhibit
- ---------------- ----------------------
5 Opinion of Tisdale & Nicholson, LLP
23.1 Consent of Mendoza Berger & Company, LLP
23.2 Consent of Tisdale & Nicholson, LLP (contained in its
opinion filed as Exhibit 5)
24 Power of Attorney (Reference is made to the Signatures
Section of this Registration Statement for the Power of
Attorney contained therein)
99.1 Brot/LaSala Limited Consulting Agreement
99.2 K & S International Communications Consulting Agreement
99.3 Global Telemedia International, Inc. 1996 Stock Option Plan
10