As filed with the Securities and
Exchange Commission on February _9__, 1998
File No. _________________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement
Under the Securities Act of 1933
GS TELECOM LIMITED
(Exact Name of Registrant as Specified in its Charter)
Colorado 0-13313 36-3296861
(State of (Commission File No.) (IRS Employer ID No.)
Incorporation)
10200 W. 44th Ave., #400, Wheat Ridge, CO 80033
(Address of Principal Executive Offices)
1998 Employee/Consultant Stock Compensation Plan
(Full Title of Plan)
Michael A. Littman, 10200 W. 44th Ave., #400, Wheat Ridge, CO 80033
(Name and Address of agent for service)
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following line: X
CALCULATION OF REGISTRATION FEE
Proposed(1)(2) Proposed(2)
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee (3)
Common Stock 2,050,000 $.01 $20,500 $110.25
1) The securities registered hereunder are shares of the
registrant's common stock, $.001 par value.
(2) Estimated for purpose of calculating the registration fee
(last bid $.001 - pre-reverse split)
(3) The fee with respect to these shares has been calculated
pursuant to Rules 457(h) and 457(c) under the Securities Act
of 1933, as amended, and based upon the average of the bid
and ask prices per share of the Registrant's Common Stock on
a date within five (5) days prior to the date of filing of
this Registration Statement, if any, as quoted on Nasdaq.
(Since no quote is now published, it was assumed at $.01).
(4) Shares of the registrant's common stock issuable to
consultants under the registrant's 1998 Employee/Consultant
Stock Compensation Plan.
Item 3.Incorporation of Certain Documents by Reference.
The following documents are following by reference into the
registration statement:
(a) -1. The Company's Annual Report on Form 10-KSB for the year
ended June 30, 1997, Form 10-QSB for September 30, 1997 and Form
10-QSB for December 31, 1997, Form 14f for November 4, 1997,
Form 8-K for November 5, 1997, Form 8-K for January 15, 1998, and
Form 14c for November 11, 1997 and all other reports filed
pursuant to section 13(a) or 15(d) since the end of the year
covered by above annual report.
(a) -2. The Company's Registration Statement on Form 10 File
No. 0-13313.
All documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, subsequent to the date hereof and prior to the filing
of a post-effective amendment which indicates that all securities
offered hereby have been sold or which de-registers all
securities covered hereby then remaining unsold shall be deemed
to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents, except as to any
portion of any future Annual or Quarterly Report to Stockholders
which is deemed to be modified or superseded for purposes of this
Registration Statement to the extent that such statement is
replaced or modified by a statement contained in a subsequently
dated document incorporated by reference or contained in this
Registration Statement.
The description of the Company's common stock which is contained
in the Company's registration statement filed under Section 12 of
the Securities Exchange Act of 1934, including any amendments or
reports filed for the purpose of updating such description.
Item 4. Description of Securities.
Securities are registered under Section 12 of the Exchange Act.
Item 5. Interest of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
The Colorado Business Corporation Act (the "Act") provides that a
corporation may indemnify a director or officer of the
corporation and to purchase and maintain liability insurance for
those persons as, and to the extent permitted by the Act.
The Company's Bylaws limits directors' liability for monetary
damages for breaches of their duties of care owed the Company to
the fullest extent permitted by Colorado law.
Item 7. Exemption from Registration Claimed.
Does not apply.
Item 8. Exhibits.
5.1 Opinion of Michael A. Littman regarding the legality of
the securities being offered hereby.
10.1 Employee Compensation Plan
24.1 Consent of Gaylen R. Hansen, CPA.
24.2 Consent of Michael A. Littman (contained in Exhibit 5.1)
Item 9. Undertakings.
The undersigned hereby undertakes:
(1)(a) 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 the registration statement (or the
most recent post-effective amendment thereof) which,
individually or in the 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;
Provided, however, that paragraphs (1)(i) and (1)(a)(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 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(b) 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 therein, and the offering of
such securities at that time shall be deemed to be the initial
benefit offering thereof.
(2) 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 Plan.
(3) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
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 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 benefit offering thereof.
(4) The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom
the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements
of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X are not set forth in the
prospectus, to deliver, or cause to be delivered to each person
to whom the prospectus is sent or given, the latest quarterly
report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
(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.
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 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 London, England, on the 3rd day of February, 1998.
GS TELECOM LIMITED
By: /s/ David Innes
President
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.
Signature Title Date
/s/ David Innes President & Director, February 3, 1998
/s/ Marshall Kaye Secretary & Director February 3, 1998
____________________ Vice President & Director
____________________
/s/ M. Joslin Bennett Director February 3, 1998
____________________ Director
____________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
___________________________
GS TELECOM LIMITED
EXHIBIT INDEX
Exhibit
Number
5.1 Opinion of Michael A. Littman regarding
the legality of the securities being offered
hereby.
10.1 Employee/Consultant 1998 Compensation Plan
24.1 Consent of Gaylen R. Hansen, CPA.
24.2 Consent of Michael A. Littman
(contained in Exhibit 5.1)
EXHIBIT 5.1
Michael A. Littman
Attorney at Law
10200 W. 44th Ave., #400
Wheat Ridge, CO 80033
(303) 422-8127 (303) 422-7796 fax
February 3, 1998
GS TELECOM LIMITED
10200 W. 44th Ave., #400
Wheat Ridge, CO 80033
Re: S-8 for GS Telecom Limited
Gentlemen:
At your request, I have examined the form of Registration
Statement No., ______________ which you are filing with the
Securities and Exchange Commission, on Form S-8 (the
"Registration Statement"), in connection with the registration
under the Securities Act of 1933, as amended, of 2,050,000 shares
of your Common Stock (the "Stock") issuable pursuant to the 1998
Employee/Consultant Compensation Plan. (the "Plan").
In rendering the following opinion, I have examined and
relied only upon the documents, and certificates of officers and
directors of the Company as are specifically described below. In
my examination, I have assumed the genuineness of all signatures,
the authenticity, accuracy and completeness of the documents
submitted to me as originals, and the conformity with the
original documents of all documents submitted to me as copies.
My examination was limited to the following documents and not
others:
1. Certificate of Incorporation of the Company, as amended
to date;
2. Bylaws of the Company, as amended to date;
3. Certified Resolutions adopted by the Board of Directors
of the Company authorizing the Plan and the issuance
of the Stock.
4. The Registration Statements.
5. The Form of Plan.
I have not undertaken, nor do I intend to undertake, any
independent investigation beyond such documents and records,or
to verify the adequacy of accuracy of such documents and
records.
Based on the foregoing, it is my opinion that the Stock to
be issued under the Plan, subject to effectiveness of the
Registration Statement and compliance with applicable blue sky
laws, and execution of the Plan in the form referred to herein,
when issued under the Plan, will by duly and validly authorized,
fully paid and non-assessable.
I express no opinion as to compliance with the securities or
"blue sky" laws of any state in which the Stock is proposed to be
offered and sold or as to the effect, if any, which non-
compliance with such laws might have on the validity of issuance
of the Stock.
I consent to the filing of this opinion as an exhibit to any
filing made with the Securities and Exchange Commission or under
any state or other jurisdiction's securities act for the purpose
of registering, qualifying or establishing eligibility for an
exemption from registration or qualification of the Stock
described in the Registration Statement in connection with the
offering described therein. Other than as provided in the
preceding sentence, this opinion (i) is addressed solely to you,
(ii) may not be relied upon by any other party, (iii) covers only
matters of Colorado and federal law and nothing in this opinion
shall be deemed to imply any opinion related to the laws of any
other jurisdiction, (iv) may not be quoted or reproduced or
delivered by you to any other person, and (v) may not be relied
upon for any other purpose whatsoever. Nothing herein shall be
deemed to relate to or constitute an opinion concerning any
matters not specifically set forth above.
By giving you this opinion and consent, I do not admit that
I am a expert with respect to any part of the Registration
Statement or Prospectus within the meaning of the term "expert"
as used in Section 11 of the Securities Act of 1933, as amended,
or the Rules and Regulations of the Securities and Exchange
Commission promulgated thereunder.
The information set forth herein is as of the date of this
letter. I disclaim any undertaking to advise you of changes
which may be brought to my attention after the effective date of
the Registration Statement.
Very truly yours,
/s/ Michael A. Littman
Michael A. Littman
EXHIBIT 10.1
1998 EMPLOYEE/CONSULTANT STOCK COMPENSATION PLAN
GS TELECOM LIMITED
1. Purpose of the Plan.
This Employee/Consultant Stock Compensation Plan is intended
to further the growth and advance the best interest of GS Telecom
Limited, a Colorado corporation (the "Company"), by supporting
and increasing the Company's ability to attract, retain and
compensate persons of experience and ability and whose services
are considered valuable, to encourage the sense of proprietorship
in such persons, and to stimulate the active interest of such
persons in the development and success of the Company. This Plan
provides for stock compensation through the award of the
Company's Common Stock, as a bonus or in lieu of cash
compensation for services rendered.
2. Definitions.
Whenever used in this Plan, except where the context might
clearly indicate otherwise, the following terms shall have the
meanings set forth in this section:
a. "Act" means the U.S. Securities Act of 1933, as
amended.
b. "Affiliated Corporation" means any Parent or
Subsidiary.
c. "Award" means any grant of Common Stock made under
this Plan, as a bonus, or in lieu of cash compensation
for services rendered.
d. "Board of Directors" means the Board of Directors
of the Company.
e. "Code" means the Internal Revenue Code of 1986, as
amended.
f. "Common Stock" or "Common Shares" means the common
stock, $.001 par value per share, of the Company, or in
the event that the outstanding Common Shares are
hereafter changed into or exchanged for different
shares of securities of the Company, such other shares
or securities.
g. "Date of Grant" means the day the Board of
Directors authorizes the grant of an Award or such
later date as may be specified by the Board of
Directors as the date a particular Award will become
effective.
h. "Employee/Consultant" means any person or entity
that renders bona fide services to the Company,
including, without limitation, (i) a person employed by
the Company in any capacity; (ii) an officer or
director of the Company; or (iii) a person engaged by
the Company as a consultant or advisor.
i. "Participant" means an Employee or Consultant to whom
an Award of Plan Shares has been made.
j. "Plan Shares" means shares of Common Stock from
time to time subject to this Plan.
3. Effective Date of the Plan.
The effective date of this Plan is January 20, 1998. No
Plan Shares may be issued after December 31, 1999.
4. Administration of the Plan.
The Board of Directors will be responsible for the
administration of this Plan, and will negotiate compensation
under this Plan. Subject to the express provisions of this Plan,
the Board of Directors shall have full authority and sole and
absolute discretion to interpret this Plan, to prescribe, amend
and rescind rules and regulations relating to it, and to make all
other determinations which it believes to be necessary or
advisable in administering this Plan. The determination of those
eligible to receive Plan Shares shall rest in the sole discretion
of the Board of Directors, subject to the provisions of this
Plan. The Board of Directors may correct any defect, supply any
omission or reconcile any inconsistency in this Plan in such
manner and to such extent it shall deem necessary to carry it
into effect. Any decision made, or action taken, by the Board of
Directors arising out of or in connection with the interpretation
and administration of the Plan shall be final and conclusive.
The Board of Directors may appoint a compensation committee from
among the members of the full Board of Directors to administer
this Plan.
5. Stock Subject to the Plan.
The maximum number of Plan Shares as to which Awards may be
granted under this Plan is 2,050,000 shares.
6. Persons Eligible to Receive Awards.
Awards may be granted only to Employees or Consultants
7. Grants of Awards.
Except as otherwise provided herein, the Board of Directors
shall have complete discretion to determine when and to which
Employees Awards are to be granted, and the number of Plan Shares
to be Awarded to each Employee/Consultant. No grant will be made
if, in the judgment of the Board of Directors, such a grant would
constitute a public distribution with the meaning of the Act or
the rules and regulations promulgated thereunder.
8. Delivery of Stock Certificates.
As promptly as practicable after authorizing the grant of an
Award, the Company shall deliver to the person who is the
recipient of the award, a certificate or certificates registered
in that person's name, representing the number of Plan Shares
that were granted. Unless the Plan Shares have been registered
under the Act, each certificate evidencing Plan Shares shall bear
a legend to indicate that such shares represented by the
certificate were issued in a transaction which was not registered
under the Act, and may only be sold or transferred in a
transaction that is registered under the Act or is exempt from
the registration requirements of the Act.
9. Assignability.
No Award of Plan Shares may be assigned. Plan Shares may be
assigned after such shares have been delivered, only in
accordance with law and any transfer restrictions imposed at the
time of Award.
10. Employment.
Nothing in this Plan or in the grant of an Award shall
confer upon any Employee/Consultant the right to continue in the
employ of the Company nor shall it interfere with or restrict in
any way the lawful rights of the Company to discharge any
Employee/Consultant at any time for any reason whatsoever, with
or without cause.
11. Laws and Regulations.
The obligation of the Company to sell and deliver Plan
Shares on the grant of an Award under this Plan shall be subject
to the condition that the Company be satisfied that the sale and
delivery thereof will not violate the Act or any other applicable
laws, rules or regulations.
12. Withholding of Taxes.
If subject to withholding tax, the Company may require that
the Employee concurrently pay to the Company the entire amount or
a portion of any taxes which the Company is required to withhold
by reason of granting an Award, in such amount as the Company in
its discretion may determine. In lieu of part or all of any such
payment, the Employee may elect to have the Company withhold from
the Plan Shares issued hereunder a sufficient number of shares to
satisfy withholding obligations. If the Company becomes required
to pay withholding taxes to any federal, state or other taxing
authority as a result of the granting of an Award, and the
Employee fails to provide the Company with the funds with which
to pay that withholding tax, the Company may withhold up to 50%
of each payment of salary or bonus to the Employee (which will be
in addition to any required or permitted withholding), until the
Company has been reimbursed for the entire withholding tax it was
required to pay in respect of issuance of any Plan Shares.
13. Reservation of Shares.
The stock subject to this Plan shall, at all times, consist
of authorized but unissued shares of Common Stock reacquired or
held by the Company equal to the maximum number of shares the
Company may be required to issue on the grant of Awards under
this Plan, and such number of Common Shares hereby is reserved
for such purpose. The Board of Directors may decrease the number
of shares subject to this Plan, but not increase such number,
except as a consequence of a stock split or other reorganization
or recapitalization affecting all Common Shares.
14. Amendment and Termination of the Plan.
The Board of Directors may suspend or terminate this Plan at
any time or from time to time, but no such action shall adversely
affect the rights of a person granted an Award under this Plan
prior to that date. Otherwise, this Plan shall terminate on the
earlier of the terminal date stated in Section 3 of this Plan or
the date when all Plan Shares have been issued. The Board of
Directors shall have absolute discretion to amend this Plan,
subject to any limitations expressly set forth herein.
15. Delivery of Plan.
A copy of this Plan shall be delivered to all participants,
together with a copy of the resolution or resolutions of the
Board of Directors authorizing the granting of the Award and
establishing the terms, if any of participation, prior to an
Award of Plan Shares.
16. Liability.
No member of the Board of Directors, any committee of
directors, or officers, employees or agents of the Company shall
be personally liable for any action, omission or determination
made in good faith in connection with this Plan.
17. Miscellaneous Provisions.
The place of administration of the Plan shall be in the
State of Colorado, and the validity, construction, interpretation
and effect of this Plan and of its rules, regulations and rights
relating to it, shall be determined solely in accordance with the
laws of such state.
Without amending this Plan, the Board of Directors may issue
Plan Shares to employees of the Company who are foreign nationals
or employed outside the United States, or both, on such terms and
conditions different form those specified in this Plan but
consistent with the purpose of this Plan, as it deems necessary
and desirable to create equitable opportunities given differences
in tax laws in other countries.
All expenses of administering this Plan and issuing Plan
Shares shall be borne by the Company.
By signature below, the undersigned officers of the Company
hereby certify that the foregoing is a true and correct copy of
the 1997 Employee/Consultant stock Compensation Plan of the
Company.
Dated: February 3, 1998
GS TELECOM LIMITED
by: /s/ David Innes
President
Attest:
by: /s/ Marshall Kaye
Secretary
EXHIBIT 24.1
GAYLEN R. HANSEN
CERTIFIED PUBLIC ACCOUNTANT
6061 South Willow Drive
Greenwood Village, Colorado 80111
(303) 770-2595
Fax: (303) 721-6925
CONSENT FOR INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
GS TELECOM LIMITED
f/k/a Teleconferencing Systems International, Inc.
Dated: February 5, 1998
I hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of my report dated October 8,
1997 appearing on page F-2 of GS Telecom Limited's (formerly
"Teleconferencing Systems International, Inc.") Annual Report on
Form 10-KSB for the year ended June 30, 1997. I also consent to
the reference to me under the heading "Exhibits" in such
Registration Statement.
/s/ Gaylen R. Hansen
Gaylen R. Hansen, CPA