As filed with the Securities and Exchange Commission on February 22, 2002
File No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TRAVLANG, INC.
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(Exact name of registrant as specified in its charter)
Delaware 13-3174562
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(State or other jurisdiction of I.R. S. Employer Identification No.
incorporation or organization)
7000 W. Palmetto Park Road, Boca Raton, Florida 33433
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(Address of Principal Executive Offices)(Zip Code)
Consulting Agreements
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(Full title of the plan)
Howard Brummer
Travlang, Inc.
7000 W. Palmetto Park Road
Boca Raton, Florida 33433
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(Name and address of agent for service)
(561) 620-9202
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED(1) SHARE(2) PRICE(2) REGISTRATION FEE
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Common Stock,
$.08 par value 5,000,000 $.10 $500,000 $46
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(1)Pursuant to Rule 416, promulgated under the Securities Act of 1933,
as amended, this Registration Statement covers an indeterminate number of
securities to be offered as a result of any adjustment from stock splits, stock
dividends or similar events.
(2)Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457, promulgated under the Securities Act of
1933, as amended, and based upon the average of the high and low sales price of
the Issuer's common stock on February 20, 2002.
PART I
ITEM 1. PLAN INFORMATION
The Registrant has agreements and/or arrangements with certain
officers/directors, employees and consultants which provide for the issuance of
shares of the Registrant's common stock for services to the Registrant in lieu
of cash compensation. In consideration for the continuing services rendered and
to be rendered to the Registrant until such time as the Registrant shall
generate sufficient cash flow from operations, if ever, in order to pay cash
compensation to its officers/directors, employees and consultants, the
Registrant has prepared this Form S-8 registration statement to provide for the
issuance an aggregate of 2,000,000 shares and of 3,000,000 shares underlying
options, as described below:
Asaf Dor, an attorney for the Registrant and Sec2Wireless, Inc., which is
becoming a wholly-owned subsidiary of the Registrant pursuant to a stock
purchase agreement dated January 21, 2002, is being issued 2,000,000 shares
pursuant to a fee agreement attached hereto. MCG Partners, Inc. has an advisory
agreement pursuant to which it is receiving warrants to purchase common stock of
the Registrant for $.01 per share as a fee for the consummation of the
acquisition of Sec2Wireless, Inc. The warrants have been assigned by MCG to Neil
Swartz, the sole shareholder of MCG.
This registration statement is registering 3,000,000 shares issuable upon the
exercise of these warrants.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not applicable.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference into this
Registration Statement:
1. The Registrant's Annual Report on Form 10-KSB for the year ended
July 31, 2001, as filed with the Securities and Exchange Commission (the
"Commission");
2. The Registrant's Quarterly Report on Form 10-QSB for the period
ended November 30, 2001, as filed with the Commission.
3. The description of the Registrant's Common Stock contained in the
Registrant's registration statement on Form 8-A filed with the Commission.
In addition, all documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities registered hereby
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 of such documents with the Commission.
Any statement contained in a document 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 a subsequently filed
document 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 part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant has authority under the Delaware General Corporation Law
to indemnify its directors and officers to the extent provided for in such law.
The Registrant's Certificate of Incorporation and Bylaws provide that the
Registrant may insure, shall indemnify and shall advance expenses on behalf of
its officers and directors to the fullest extent not prohibited by law. The
Registrant is also a party to indemnification agreements with each of its
directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
5.1 Opinion of Sachs, Sax & Klein, P.A.
10.74 Investment Banking Agreement with MCG Partners, Inc.
10.75 Fee Agreement with Asaf Dor, Adv
23.1 Consent of Sachs, Sax & Klein, P.A. (contained in its
opinion filed as Exhibit 5.1 to this Registration
Statement)
23.2 Consent of Daszkal, Bolton LLP
ITEM 9. UNDERTAKINGS
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:
(a) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(b) 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% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement; and
(c) 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) and (1)(b) shall not apply if
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 Exchange Act
that are incorporated by reference in the 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 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.
The undersigned Registrant hereby undertakes that, for 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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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.
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 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 Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Boca Raton, State of Florida on this 21st day of
February 2002.
TRAVLANG, INC.
By: /s/ Howard Brummer
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Howard Brummer, President and Chief Executive 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 date indicated.
Signature Title Date
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/s/ Howard Brummer Chief Executive Officer, President February 21, 2002
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Howard Brummer
/s/ C. Lawrence Rutstein Director February 21, 2002
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Lawrence Rutstein
/s/ Bruce Hausman Director February 21, 2002
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Bruce Hausman
EXHIBIT INDEX
EXHIBIT DESCRIPTION
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5.1 Opinion of Sachs, Sax & Klein, P.A.
10.74 Investment Banking Agreement with MCG Partners, Inc.
10.75 Fee Agreement with Asaf Dor, Adv.
23.1 Consent of Sachs, Sax & Klein, P.A.
(contained in its opinion filed as Exhibit 5.1 to
this Registration Statement)
23.2 Consent of Daszkal Bolton LLP