As filed with the Securities and Exchange Commission on March 13, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
WAVETECH, INC.
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(Exact name of registrant as specified in its charter)
New Jersey 22-2726569
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5210 E. Williams Circle, Suite 200, Tucson, Arizona 85711
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(Address of Principal Executive Offices) (Zip Code)
1997 Stock Incentive Plan
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(Full title of the plan)
Gerald I. Quinn, President
Wavetech, Inc.
5210 E. Williams Circle, Suite 200
Tucson, Arizona 85711
(Name and address of agent for service)
(520) 750-9093
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(Telephone number, including area code, of agent for service)
With copy to:
Christopher D. Johnson, Esq.
Squire, Sanders & Dempsey L.L.P.
40 N. Central, Suite 2700
Phoenix, Arizona 85004
(602) 528-4000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE: As soon as practicable after
the Registration Statement becomes effective.
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE * PRICE * FEE
- ---------- ---------- ----------- ---------- -----------
Common Stock 4,600,000 $ 0.675 $3,105,000 $ 941
$.001 par value
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* Estimated solely for the purpose of calculating the amount of the
registration fee, pursuant to Rules 457(c) and 457(h) of the Securities
Act of 1933, on the basis of the average of the high and low prices for
shares of Common Stock on March 12, 1997
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I, Items 1
and 2, will be delivered to participants in accordance with the requirements of
Form S-8 and Securities Act Rule 428.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents have been filed with the Commission by the
Company and are hereby incorporated by reference into this Prospectus: (a) the
Company's Annual Report on Form 10-KSB for the fiscal year ended August 31,
1996, Commission File No. 000-15482, as amended; (b) all reports filed with the
Securities and Exchange Commission pursuant to Section 13(a), 13(c), 14, or
15(d) of the Securities Exchange Act of 1934 subsequent to August 31, 1996; and
(c) the description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A, Commission File No. 33-8353 filed with the
Securities and Exchange Commission pursuant to Section 12(g) of the Securities
Exchange Act of 1934.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 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 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 a part hereof from the date
of filing such documents.
Item 4. DESCRIPTION OF SECURITIES. Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article XV of the Company's Bylaws, provides as follows: The
corporation shall indemnify each of its directors and officers who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Company) 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, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Company, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Except as provided herein below, any such indemnification shall be
made by the Company only as authorized in the specific case upon a determination
that indemnification of the director or officer is proper in the circumstances
because he has met the applicable standard of conduct set forth
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above. Such determination shall be made: (a) by the Board of Directors by a
majority vote of a quorum of directors who were or are not parties to such
action, suit or proceeding, or (b) by the shareholders.
Expenses (including attorneys' fees) incurred in defending a civil or
criminal action, suit or proceeding may be paid by the Company in advance of the
final disposition of such action or proceeding, if authorized by the Board of
Directors and upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount unless it shall ultimately be determined that he is
entitled to be indemnified by the Company.
To the extent that a director or officer 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 shall be
indemnified against expenses (including attorneys' fees ) actually and
reasonably incurred by him in connection therewith, without any further
determination that he has met the applicable standard of conduct set forth
above.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
Item 8. EXHIBITS.
Exhibit Index located at Page 10.
Item 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities,
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 the registration statement (or the most
recent post-effective amendment thereof) which, individually or
together, represents a fundamental change in the information set forth
in the registration statement.
(iii) To include any additional or changed material information
with respect to the plan of distribution;
provided, however, that paragraphs (i) and (ii) do not apply if the registration
statement is on Form S-3 or Form S-8 and the information required to be included
in a post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section
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15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for the purposes 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 therein, and the
offering of such securities 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.
(b) 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 Section 15(d) of the
Securities 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 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.
(c) 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
offered, 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 of 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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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 Tucson, and the State of Arizona, on March 12, 1997.
WAVETECH, INC.
a New Jersey Corporation
By: /s/ Gerald I. Quinn
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Gerald I. Quinn
President, Chief Executive Officer
and Director
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned,
constitutes and appoints Gerald I. Quinn and Lydia M. Montoya, and each of them,
his or her true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Form S-8 Registration Statement, and to file
the same with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting such attorneys-in-fact and
agents, and each of them, 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 and to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that such attorneys-in-fact
and agents, or each of them, 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 below by the following persons in the
capacities and on the date indicated.
Signature Title Date
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/s/ Terence E. Belsham Chairman of the Board March 12, 1997
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Terence E. Belsham
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Signature Title Date
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/s/ Gerald I. Quinn President, Chief Executive March 12, 1997
- -------------------------- Officer and Director
Gerald I. Quinn
/s/ Richard P. Freeman Vice President Investor March 12, 1997
- -------------------------- Relations & Product Development
Richard P. Freeman and Director
/s/ Lydia M. Montoya Chief Financial Officer and March 12, 1997
- -------------------------- Treasurer (Principal financial
Lydia M. Montoya and accounting officer)
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EXHIBIT INDEX
EXHIBIT PAGE OR
NUMBER DESCRIPTION METHOD OF FILING
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4.1 1997 Stock Incentive Plan *
4.2 Form of Incentive Stock Option Agreement *
4.3 Form of Non-Statutory Stock Option Agreement *
4.4 Form of Directors Stock Option Agreement *
5 Opinion of Squire, Sanders & Dempsey L.L.P. as *
to valid issuance of shares.
24.1 Consent of Addison, Roberts & Ludwig, P.C. *
24.2 Consent of Squire, Sanders & Dempsey L.L.P. See Exhibit 5
25 Powers of Attorney See Signature Page
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* Filed herewith.
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