As filed with the Securities and Exchange Commission on March 10, 1999
Registration No. 333-_____
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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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STARNET COMMUNICATIONS INTERNATIONAL INC.
(Exact name of issuer as specified in its charter)
Delaware 52-2027313
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
425 Carrall Street, Mezzanine Level, Vancouver, British Columbia, Canada
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V6B 6E3 (604) 685-7619
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(Address and telephone number, of Registrant's principal executive offices)
STARNET COMMUNICATIONS INTERNATIONAL INC.
1999 STOCK OPTION PLAN
(Full title of the plan)
Christopher H. Zacharias
Starnet Communications International Inc.
425 Carrall Street, Mezzanine Level
British Columbia, Canada V6B 6E3
(604) 685-7619
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Maxi- Proposed Maxi-
Title of Securities Amount To mum Offering mum Aggregate Amount of
To Be Registered Be Registered Price Per Share* Offering Price Registration Fee
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Common Shares 4,000,000 $4.00 $16,000,000 $4,448
$.001 par value
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* Pursuant to Rules 457(c), the proposed maximum offering price per
share is the average of the bid and asked prices as of March 5, 1999.
PART II
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INFORMATION NOT REQUIRED IN PROSPECTUS
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Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
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Starnet Communications International Inc. (the "Company") hereby
incorporates by reference in this Registration Statement the following
documents:
(a) The Company's Registration Statement on Form 10-SB, as
amended, as declared effective by the Securities and Exchange Commission on
August 19, 1997, including the description of the Company's Common Stock
under the caption "Description of Securities";
(b) The Company's Annual Report on Form 10-KSB and 10-KSBA for
the year ended April 30, 1998;
(c) The Company's Quarterly Reports on Form 10-QSB for the
quarters ended July 31, 1998 and October 31, 1998; and
(d) The Company's Current Report on Form 8-K as filed with the
Securities and Exchange Commission on December 17, 1998.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, which documents shall be deemed incorporated by reference in this
Registration Statement as a part hereof from the date of filing such
documents until a post-effective amendment to this Registration Statement
is filed which indicates that all shares of Common Stock being offered
hereby have been sold or which deregisters all shares of Common Stock then
remaining unsold.
Item 4. DESCRIPTION OF SECURITIES
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Not Applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
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Not Applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
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The Company's Bylaws require the Company to indemnify, to the fullest
extent authorized by applicable law, any person who is or is threatened to
be made a party to any civil, criminal, administrative, investigative, or
other action or proceeding instituted or threatened by reason of the fact
that he is or was a director or officer of the Company or is or was serving
at the request of the Company as a director or officer or another
corporation, partnership, joint venture, trust or other enterprise.
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The Company's Certificate of Incorporation provides that, to the
fullest extent permitted by the Delaware General Corporation Law, directors
and officers of the Company shall not be liable to the Company or any of
its shareholders for damages caused by a breach of a fiduciary duty by such
directors or officers.
The above discussion of the Company's Certificate of Incorporation,
Bylaws and the Delaware General Corporation Law is only a summary and is
qualified in its entirety by the full text of each of the foregoing.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
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Not Applicable.
Item 8. EXHIBITS
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4.1 Articles of Incorporation of the Company(1)
4.2 Bylaws of the Company(2)
5.1* Opinion of Law Office of Reed & Reed, P.C. as to the legality
of the Company's Common Stock being registered
10.7* Starnet Communications International Inc. 1999 Stock Option Plan
23.1* Consent of Ernst & Young
23.2* Consent of Law Office of Reed & Reed, P. C. (contained in
Exhibit 5.1)
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* Filed herewith.
(1) Exhibit 4.1 is incorporated by reference from Exhibit 3.3 to the
Registration Statement on Form S-8 filed with the Securities and
Exchange Commission on March 12, 1998.
(2) Exhibit 4.2 is incorporated by reference from Exhibit 1 to the
Company's Quarterly Report on Form 10-QSB for the period ended
July 31, 1997.
Item 9. UNDERTAKINGS
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The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include
any additional or changed material information on the plan of distribution.
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(2) That, for the purpose of determining any liability under the
Securities Act each post-effective amendment shall be treated as a new
registration statement relating to the securities offered, and the offering
of such securities at that time shall be treated as the initial bona fide
offering thereof.
(3) To file a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.
SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, as
amended, Starnet Communications International Inc. 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, as
amended, to be signed on its behalf by the undersigned, thereunto duly
authorized, in Vancouver, British Columbia on March 5, 1999.
STARNET COMMUNICATIONS INTERNATIONAL INC.
By: /s/ Mark Dohlen
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Mark Dohlen, Chief Executive Officer
By: /s/ Jack Carley
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Jack Carley, Principal Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Date: March 5, 1999 By: /s/ Paul Giles
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Paul Giles, Director
Date: March 5, 1999 By: /s/ Mark Dohlen
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Mark Dohlen, Director
Date: March 5, 1999 By: /s/ Jack Carley
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Jack Carley, Director
Date: March 5, 1999 By: /s/ Christopher Zacharias
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Christopher Zacharias, Director
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