Registration No.333-_____
Filed October 8, 2002
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________
Trans World Corporation
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(Exact Name of Registrant as specified in its Articles of Incorporation)
Nevada 0-25244
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(State of incorporation) (IRS Employer Identification No.)
545 Fifth Avenue, Suite 940
New York, New York 10017
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(Address of principal executive offices, including zip code)
Options to purchase Trans World Corporation Common Stock, par
value $.001 per share, issued
under the 1998 Stock Option Plan and the 1999 Non-Employee
Director Stock Option Plan
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(Full Title of the Plans)
Rami S. Ramadan Copies to:
President, Chief Executive Jeffrey A. Koeppel
Officer and Chief Financial Sheryl Jones Alu
Officer Elias, Matz, Tiernan & Herrick L.L.P.
Trans World Corporation 734 15th Street, N.W.
545 Fifth Avenue, Suite 940 Washington, D.C. 20005
New York, New York 10017 (202) 347-0300
(212) 983-3355
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(Name, address, and telephone
number of agent for service)
Exhibit Index on page 6
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum Amount of
Securities to Amount to be Offering Price Aggregate Registration
be Registered Registered (1) Per Share Offering Price Fee
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Common Stock,
$.001 par value
per share 4,500,000(2) $0.12(3) $540,000(3) $49.68
Common Stock,
$.001 par value
per share 711,000(4) 0.34(5) 241,740(5) $22.24
Total 5,211,000 $ 781,740 $71.92
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(1) Together with an indeterminate number of additional shares
which may be necessary to adjust the number of shares of common
stock, par value $0.001 per share ("Common Stock") of Trans World
Corporation ("TWC" or the "Company") reserved for issuance
pursuant to the 1998 Stock Option Plan (the "1998 Plan") and the
1999 Non-Employee Director Stock Option Plan (the "1999 Director
Plan") as a result of a stock split, stock dividend or similar
adjustment of the outstanding Common Stock.
(2) Represents 4,000,000 shares of Common Stock reserved for
issuance pursuant to the 1998 Stock Option Plan for which options
have not been granted and 500,000 shares of Common Stock reserved
for issuance pursuant to the 1999 Director's Plan, also for which
options have not been granted.
(3) Estimated solely for the purposes of calculating the
registration fee in accordance with Rule 457(c) promulgated under
the Securities Act. The Proposed Maximum Offering Price Per
Share is equal to the average of the high and low prices of the
Common Stock of the Company on October 7, 2002 on the Over-the-
Counter Bulletin Board, which was $0.12.
(4) Represents 610,000 shares reserved for issuance pursuant to
the 1998 Plan and 101,000 shares reserved for issuance pursuant
to the 1999 Directors Plan for which options to purchase common
stock have been granted under the Plans.
(5) Estimated solely for the purpose of calculating the
registration fee, which has been calculated pursuant to Rule
457(h) promulgated under the Securities Act. The Proposed
Maximum Offering Price Per Share is equal to the weighted average
exercise price for the options to purchase shares of Common
Stock.
__________________________
This Registration Statement shall become effective
automatically upon the date of filing in accordance with Section
8(a) of the Securities Act and 17 C.F.R. Section 230.462.
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PART I
Item 1. Employee Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
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* The documents containing the information specified in this Part
I of Form S-8 will be sent or given to the participants as
specified by Rule 428(b)(1) of the Securities Act of 1933, as
amended. Such documents and the documents incorporated by
reference herein pursuant to Item 3 of Part II of this Form,
taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed or to be filed with the
Securities and Exchange Commission (the "Commission") are
incorporated by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-KSB for the year
ended December 31, 2001 (File No. 0-25244);
(b) All reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
("Exchange Act"), since the end of the fiscal year covered by the
Form 10-KSB referred to in clause (a) above.
(c) The description of the common stock of the Company
contained in the Company's Registration Statement on Form SB-2
filed with the Commission on October 22, 1994 and amended
November 29, 1994 (File No. 33-85446-A).
(d) All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
hereof and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold.
Any statement contained in this Registration Statement, or
in a document incorporated or deemed to be incorporated by
reference herein, shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that 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
such 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 since the Company's Common Stock is
registered under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
Article Eighth of the Articles of Incorporation, as amended
and Article X of the Bylaws of the Company permit indemnification
of directors and officers to the fullest extent permitted by the
Nevada General Corporation Law ("NGCL"), and the Company's
directors and officers are covered by insurance policies
maintained by TWC.
In addition, Section 78.751 of the Nevada General Corporation
Laws provides as follows:
Indemnification of officers, directors, employees and agents;
advance of expenses.
1. 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, suit or proceeding, whether civil, criminal,
administrative or investigative, except an action by or in the
right of the corporation, by reason of the fact that he is or was
a director, officer, employee or agent of the corporation, or is
or was serving at the request of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses, including attorney's fees, judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in
connection with the action, suitor proceeding if he acted in good
faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent,
does not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to
be in or not opposed to the best interests of the corporation,
and that, with respect to any criminal action or proceeding, he
had reasonable cause to believe that his conduct was unlawful.
2. 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 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,
partnership, joint venture, trust or other enterprise against
expenses, including amounts paid in settlement and attorney's
fees actually and reasonably incurred by him in connection with
the defense or settlement of the action or suit if he acted in
good faith and in a manner which he 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.
3. To the extent that a director, officer, employee or agent
of a corporation has been
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successful on the merits or otherwise in defense of any action,
suit or proceeding referred to in subsections 1 and 2, or in
defense of any claim, issue or matter therein, he must be indemnified
by the corporation against expenses, including attorney's fees,
actually and reasonably incurred by him in connection with the defense.
4. Any indemnification under subsections 1 and 2, unless
ordered by a court or advanced pursuant to subsection 5, 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 act, suit or proceeding; (c) If
a majority vote of a quorum consisting of directors who were not
parties to the act, suit or proceeding so order, by independent
legal counsel in a written opinion; or (d) If a quorum consisting
of directors who were not parties to the act, suit or proceeding
cannot to obtained, by independent legal counsel in a written
opinion; or
5. The Articles of Incorporation, the Bylaws or an agreement
made by the corporation may provide that the expenses of officers
and directors incurred in defending a civil or criminal, 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 is not
entitled to be indemnified by corporation. The provisions of
this subsection do not affect any rights to advancement of
expenses to which corporate personnel other than the directors or
officers may be entitled under any contract or otherwise by law.
6. 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 official capacity or an action in another
capacity while holding his office, except that indemnification,
unless ordered by a court pursuant to subsection 2 or for the
advancement of expenses made pursuant to subsection 5, may not be
made to or on behalf of any director or officer if a final
adjudication establishes that his act or omissions involved
intentional misconduct, fraud or a knowing violation for the law
and was material to the cause of action, (b) Continues for a
person who has ceased to be a director, officer, employee or
agent and endures to the benefit of the heirs, executors and
administrators of such a person. Insofar as indemnification for
liabilities arising under the Securities Act 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 Securities 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
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whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
Item 7. Exemption from Registration Claimed.
Not applicable, since no restricted securities will be
reoffered or resold pursuant to this Registration Statement.
Item 8. Exhibits
The following exhibits are filed with or incorporated by
reference into this Registration Statement on Form S-8 (numbering
corresponds to Exhibit Table in Item 601 of Regulation S-K):
No. Exhibit Page
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4 Common Stock Certificate*
5 Opinion of Elias, Matz, Tiernan & Herrick L.L.P.
as to the legality of the securities.................. E-1
23.1 Consent of Elias, Matz, Tiernan & Herrick L.L.P.
(contained in the opinion included as Exhibit 5)
23.2 Consent of Rothstein, Kass & Company, P.C............. E-3
24 Power of attorney for any subsequent amendment
is located in the signature pages
99.1 1998 Stock Option Plan................................ E-4
99.2 1999 Non-Employee Director Stock Option Plan.......... E-14
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* Incorporated by reference from the Company's Registration
Statement on Form SB-2 (Commission File No. 33-85446-A) and
filed with the Commission on October 22, 1994 and amended
November 29, 1994.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are
being made, 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
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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; 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 in such information in the Registration
Statement; provided, however, that clauses (i) and (ii) do not
apply if the information required to be included in a
post-effective amendment by those clauses is contained in
periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
2. That, for the purpose of determining any liability
under the Securities Act, 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
bonafide 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.
4. That, for the 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 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.
5. Insofar as indemnification for liabilities arising
under the Securities Act 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 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 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 of whether such indemnification by it
is against public policy as expressed in the Securities 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, 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 New York, State of New York, on October 8, 2002.
Trans World Corporation
By:/s/ Rami S. Ramadan
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Rami S. Ramadan
President, Chief Executive Officer and
Chief Financial Officer
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons
in the capacities and on the dates indicated. Each person whose
signature appears below hereby makes, constitutes and appoints
Rami S. Ramadan his true and lawful attorney, with full power to
sign for such person and in such person's name and capacity
indicated below, and with full power of substitution any and all
amendments to this Registration Statement, hereby ratifying and
confirming such person's signature as it may be signed by said
attorney to any and all amendments.
/s/ Rami S. Ramadan October 8, 2002
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Rami S. Ramadan
President, Chief Executive Officer and
Chief Financial Officer
(principal executive officer and
principal financial and accounting officer)
/s/ Geoffrey B. Baker October 8, 2002
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Geoffrey B. Baker
Director
/s/ Julio E. Heurtematte, Jr. October 8, 2002
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Julio E. Heurtematte, Jr.
Director
/s/ Malcolm M.B. Sterrett October 8, 2002
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Malcom M.B. Sterrett
Director
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