AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 31, 2002
REGISTRATION NO. 33-______________
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________
GTC TELECOM CORP.
(Exact Name of Registrant as Specified in Its Charter)
NEVADA 88-0318246
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
3151 Airway Ave., Suite P-3
Costa Mesa, California 92626
(Address of Principal Executive Offices, Including Zip Code)
____________________
GTC 2001 Stock Incentive Plan (5,000,000 shares)
(Full Title of the Plan)
____________________
S. Paul Sandhu
CEO
3151 Airway Ave., Suite P-3
Costa Mesa, California 92626
(714) 549-7700
(Name, Address, and Telephone Number of Agent for Service)
COPIES TO:
Vi Bui, Esq.
Cutler Law Group
610 Newport Center Drive, Suite 800
Newport Beach, California 92660
(949) 719-1977
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price per Aggregate Offering Amount of
to be Registered Registered Share Price Registration Fee
- --------------------------- ------------------ -------------------- ------------------- -----------------
Common Stock,
par value $0.001 5,000,000(2) $ 0.23(1) $ 1,150,000 $ 106
TOTAL REGISTRATION FEE:$ 106
(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c). Based on the average of the closing
ask and bid price as reported by the Over-The-Counter Bulletin Board on January
30, 2002.
(2) Denotes shares of common stock to be issued pursuant to the GTC 2001
Stock Incentive Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
GTC will send or give the documents containing the information specified in
Part 1 of Form S-8 to employees or consultants as specified by Securities and
Exchange Commission Rule 428 (b) (1) under the Securities Act of 1933, as
amended (the "1933 Act"). GTC does not need to file these documents with the
commission either as part of this Registration Statement or as prospectuses or
prospectus supplements under Rule 424 of the 1933 Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference in this
Registration Statement:
(i) The Registrant's Annual Report on Form 10-KSB filed with the
Commission on September 6, 2001.
(ii) The Registrant's Quarterly Report on Form 10-QSB filed with the
Commission on November 8, 2001.
(iii) All other reports and documents subsequently filed by the
Registrant pursuant after the date of this Registration Statement pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 and
prior to the filing of a post-effective amendment 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 and to be
a part hereof from the date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters with respect to the Common Stock offered hereby will be
passed upon for the Company by the Cutler Law Group, counsel to the Company.
Mr. M. Richard Cutler, principal of the Cutler Law Group is the beneficial owner
of 40,500 shares of Common Stock of the Company. Other employees of the Cutler
Law Group hold an additional 400 shares of the Common Stock of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Corporation Laws of the State of Nevada and the Company's Bylaws provide for
indemnification of the Company's Directors for liabilities and expenses that
they may incur in such capacities. In general, Directors and Officers are
indemnified with respect to actions taken in good faith in a manner reasonably
believed to be in, or not opposed to, the best interests of the Company, and
with respect to any criminal action or proceeding, actions that the indemnitee
had no reasonable cause to believe were unlawful. Furthermore, the personal
liability of the Directors is limited as provided in the Company's Articles of
Incorporation.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
4.1* Restated Articles of Incorporation of the Registrant
(incorporated herein by reference to Exhibits 3.1 of the Registrant's Annual
Report on Form 10K-SB filed on September 6, 2001).
4.2* Restated Bylaws of the Registrant (incorporated herein by
reference to Exhibit 3.5 of the Registrant's Form 10K-SB filed on October 4,
2000).
4.3* GTC 2001 Employee Stock Incentive Plan (incorporated herein
by reference to Appendix A to the Company's Definitive Proxy Statement, filed on
November 1, 2001).
5.1 Opinion of Cutler Law Group, counsel to the Registrant,
regarding legality of securities being registered.
23.1 Consent of Cutler Law Group (included in Exhibit 5.1).
23.2 Consent of Corbin & Wertz.
________________________
*Previously Filed
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes to:
(1) File, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to:
(i) Include any prospectus required by section 10(a) (3) of the Securities Act
of 1933;
(ii) 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; 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 to such information in the registration statement; provided,
however, that paragraphs (a) (1)(i) and (a) (1) (ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission 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.
(2) 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 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that is 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 Costa Mesa, State of California, on January 30, 2002
GTC TELECOM CORP.
/s/ S. Paul Sandhu
___________________________
By: S. Paul Sandhu
Its: CEO
/s/ Gerald A. DeCiccio
___________________________
By: Gerald A. DeCiccio
Its: Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ S. Paul Sandhu CEO and Director
S. Paul Sandhu
/s/ Eric A. Clemons President, Secretary, and Director
Eric A. Clemons
/s/ Gerald A. DeCiccio Chief Financial Officer, and Director
Gerald A. DeCiccio
/s/ Clay T. Whitehead Director
Clay T. Whitehead
/s/ John Eger Director
John Eger