SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
VOIP TELECOM, INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada 86-0880742
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
4126 Delp Street, Memphis, TN 38118
(Address of Principal Executive Offices) (Zip Code)
Consulting Agreement
(Full Title of the Plan)
Rite, Inc., 1905 S. Eastern Avenue, Las Vegas, NV 89104
(Name and Address of Agent For Service)
(702) 641-7557
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
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 420,000 $.50 $210,000 $19.32
PART I
INFORMATION REQUIRED IN THE
SECTION 10(A) PROSPECTUS
Item 1. Plan Information
Information required by Part I to be contained in the Section 10(a) Prospectus
is omitted from the registration statement in accordance with Rule 428 under the
Securities Act of 1933 and the Note to Part I of Form S-8.
Item 2. Registration Information and Employee Plan Annual Information.
Information required by Part I to be contained in the Section 10(a) Prospectus
is omitted from the registration statement in accordance with Rule 428 under the
Securities Act of 1933 and the Note to Part I of Form S-8.
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Item 3. Incorporation of Documents by Reference
The Company's Annual Report on Form 10-KSB for the year ended December 31, 2000
and the Form 10-QSBs for fiscal quarters ended
March 31, 2001, June 30, 2001 and September 30, 2001.
All documents filed by the Company pursuant to Sections 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Report to Stockholders which is deemed to be modified or superseded for purposes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.
Item 4. Description of Securities
Securities are registered under Section 12(g) of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
Not Applicable
Item 6. Indemnification of Directors and Officers:
Nevada Revised Statutes 78.751 and 78.752 (the Statutes) provide that a
corporation may indemnify its present or former directors, officers, employees,
agents and other persons in accordance with the procedure contained in the
Statutes.
Article VII of the Company's By-Laws provides: No Officer or Director
shall be personally liable for any obligations of the Corporation or for any
duties or obligations arising out of any acts or conduct of said Officer or
Director performed for or on behalf of the Corporation. The Corporation shall
and does hereby indemnify and hold harmless each person and his heirs and
administrators who shall serve at any time hereafter as a Director or Officer of
the Corporation from and against any and all claims, judgments and liabilities
to which such persons shall become subject by reason of his having heretofore or
hereafter taken or omitted to have been taken by him as such Director or
Officer, and shall reimburse each such person for all legal and other expenses
reasonably incurred by him in connection with any such claim or liability,
including power to defend such persons from all suits or claims as provided for
under the provisions of the Nevada Revised Statutes; provided, however, that no
such persons shall be indemnified against, or be reimbursed for, any expense
incurred in connection with any claim or liability arising out of his own
negligence or willful misconduct. The rights accruing to any person under the
foregoing provisions of this section shall not exclude any other right to which
he may lawfully be entitled, nor shall anything herein contained restrict the
right of the Corporation to indemnify or reimburse such person in any proper
case, even though not specifically herein provided for. The Corporation, its
Directors, Officers, employees and agents shall be fully protected in taking any
action or making any payment, or in refusing so to do in reliance upon the
advice of counsel.
Item 7. Exemption From Registration Claimed
Not Applicable.
Item 8. Exhibits
The following is a list of exhibits filed as part of the Registration
Statement:
5.1 Opinion of Carmine J. Bua, III, Esq. regarding the
legality of the securities registered hereunder.
23.1 Consent of Armando C. Ibarra, Certified Public Accountants.
23.2 Consent of Counsel (included as part of Exhibit 5.1).
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) 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.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the Calculation of Registration
Fee table in the effective 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)(a)(i) and (1)(a)(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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining a 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 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 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
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
The Registrant. 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 of the undersigned, thereunto
duly authorized, in the City of Memphis, Tennessee, on March 30, 2002.
VOIP TELECOM, INC.
BY: /S/ B. Grant Hunter
B. GRANT HUNTER
Chief Executive Officer
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/ B. Grant Hunter Chief Executive Officer March 30, 2002
B. GRANT HUNTER and Director
/s/ Mary Eubanks Director and Treasurer March 30, 2002
MARY EUBANKS (Principal Financial and
Accounting Officer) and
Secretary
/S/ Ed Gatlin Director March 30, 2002
ED H. GATLIN
/S/ W. Burley Shedd Director March 30, 2002
W. BURLEY SHEDD
INDEX TO EXHIBITS
Sequentially
Exhibit Number Description
5.1 Opinion of Carmine J. Bua, III, Esq.
regarding legality of the securities
registered hereunder.
23.1 Consent of Armand C. Ibarra, Certified Public
Accountants.
23.2 Consent of Counsel (included as part of
Exhibit 5.1.