As filed with the Securities and Exchange Commission on April 5, 2001
Registration No. 333-____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_______________________________________________
STARNET COMMUNICATIONS INTERNATIONAL INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 52-2027313
(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
(Address of Principal Executive Offices) (Zip Code)
STARNET COMMUNICATIONS INTERNATIONAL INC.
1999 (No. 2) STOCK OPTION PLAN
(Full title of the plan)
FRED HAZELL
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 Maxi- Proposed Maxi-
Title of Securities to be Amount to be mum Offering mum Aggregate Amount of
Registered Registered Price Per Share Offering Price Registration Fee
================================================================================================
Class A Voting Common
Stock 900,671 $2.14 (1) $ 1,927,436 $481.86
$.001 par value
================================================================================================
Class A Voting Common
Stock 3,180,866 $3.03 (2) $ 9,638,024 $2,409.51
$.001 par value
================================================================================================
Class A Voting Common
Stock 918,463 $0.69 (3) $ 633,739 $158.43
$.001 par value
================================================================================================
TOTALS 5,000,000 $12,199,199 $3,049.80
================================================================================================
(1) For shares issuable pursuant to stock options under the above listed
plan granted to Directors and certain consultants, outstanding as of
April 4, 2001, calculated in accordance with Rule 457(h)(1) under
the Securities Act of 1933, based on the weighted average exercise
price of such options.
(2) For shares issuable pursuant to stock options under the above listed
plan granted to employees and contractors, outstanding as of April 4,
2001, calculated in accordance with Rule 457(h)(1) under the
Securities Act of 1933, based on the weighted average exercise price
of such options.
(3) For shares issuable pursuant to stock options under the above listed
plan, but not yet granted at April 4, 2001, calculated in
accordance with Rules 457(h)(1) and 457(c) under the Securities Act of
1933, based on the average of the high and low sale prices of the
common stock as reported on the OTC Bulletin Board on April 4, 2001.
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 Starnet Communications International Inc. 1999
(No. 2) Stock Option Plan ("Plan") of Starnet Communications International Inc.,
a Delaware corporation ("Company" or "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's Annual Report on Form 10-K for the year ended April 30, 2000.
(b) All other reports filed 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 Starnet's Class A Voting Common Stock, under
Item 11 "Description of Securities" contained in Starnet's
registration statement on Form 10-SB, as filed with the Securities
and Exchange Commission on June 18, 1997.
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
The Registrant's certificate of incorporation and bylaws limit the
liability of directors to the fullest extent permitted by the Delaware
law, and the directors shall not be personally liable to the Registrant
or any of its shareholders for monetary damages for breaches of fiduciary
duty. The limitation on the Registrant's directors' liability may not
apply to liabilities arising under the federal securities laws. This
limitation does not apply with respect to any action in which a director
or officer would be liable under Section 174 of the General Corporation
Law of Delaware, nor does it apply with respect to any liability in which
a director or officer:
* Breached his duty of loyalty to the Registrant or its
stockholders;
* Did not act in good faith or, in failing to act, did not act in
good faith;
* Acted in a manner involving intentional misconduct or a knowing
violation of law or, in failing to act, shall have acted in a
manner involving intentional misconduct or a knowing violation
of law; or
* Derived an improper personal benefit.
The Registrant's bylaws require the Registrant to indemnify and hold
harmless, to the fullest extent authorized by applicable law, any person
who was or is made or is threatened to be made a party or is otherwise
involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (a "proceeding") by reason of the fact
that he or she, or a person for whom he or she is the legal
representative, is or was a director, officer, employee or agent of the
Registrant or is or was serving at the request of the Registrant as a
director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust, enterprise or non-profit entity,
against all liability and loss suffered and
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expenses reasonably incurred by such person. The Registrant is required
to indemnify a person in connection with a proceeding initiated by such
person only if the proceeding was authorized by the Registrant's board of
directors.
The Registrant is also required pay the expenses incurred in defending
any proceeding in advance of its final disposition, provided, however,
that the payment of expenses incurred by a director or officer in advance
of the final disposition of the proceeding shall be made only upon
receipt of an undertaking by the director or officer to repay all amounts
advanced if it should be ultimately determined that the director or
officer is not entitled to be indemnified.
The above summary of the provisions of our certificate of incorporation,
bylaws and the Delaware law is qualified in its entirety by the full text
of each of the foregoing.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1 Certificate of Incorporation of Starnet Communications International
Inc. - incorporated by reference from the Registrant's Form S-8,
filed March 12, 1998.
4.2 Bylaws of Starnet Communications International Inc.
4.3 Starnet Communications International Inc. 1999 (No. 2) Stock Option Plan.
5.1 Opinion of Greenberg Traurig, LLP
23.1 Consent of HJ & Associates, L.L.C.
23.2 Consent of Greenberg Traurig LLP - 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
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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, 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 Vancouver, British
Columbia, Canada on April 4, 2001.
Starnet Communications International Inc.
By: /s/ Fred Hazell
------------------------------------------------
President, Chief Executive Officer and Director
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: April 4, 2001 By: /s/ Fred Hazell
--------------------
President, Chief Executive Officer
and Director
Date: April 4, 2001 By: /s/ Chris Thompson
-----------------------
Vice-President, Finance
Date: April 4, 2001 By: /s/ Clare Roberts
----------------------
Director
Date: April 4, 2001 By: /s/ Nicholas Jackson
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Director
Date: April 3, 2001 By: /s/ Jason Bolduc
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Director
Date: March 31, 2001 By: /s/ W Bergelt
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Director
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