SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
COMMISSION FILE NO. 33-12029-D
IDIAL NETWORKS, INC.
(Exact name of registrant as specified in its charter)
Nevada 75-2863583
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2204 Timberloch Place, Suite 225, The Woodlands, TX 77380
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(Address of Principal Executive Offices) (Zip Code)
IDIAL NETWORKS, INC. EMPLOYEE BENEFIT AND STOCK OPTION PLAN
(Full title of the plan)
N & R Ltd. Group, Inc.
774 May Boulevard
Suite 10
Incline Village, Nevada 89452
(Name and address of agent for service)
(954) 578-5333
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount maximum maximum Amount of
securities to to be offering price aggregate registration
be registered registered per unit offering price fee
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Common Stock 10,000,000 Published Published $22.73(1)
$0.005 Par Value Shares Bid Price Bid Price
$0.0075(2) $75,000
Notes to Table:
(1) 10,000,000 shares x $0.0075 (Bid Price) = $75,000
$75,000 x 1% x 1/33 = $22.73
(2) Estimated solely for the purpose of calculating the registration fee
based on the average of the high and low prices of the Common Stock of
the Company on the NASDAQ Over-The-Counter Bulletin Board Exchange on
May 2, 2003.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
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ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following material is incorporated herein by reference:
(a) The Amended Registration Statement on Form 10SB12G/A of the
Company filed on April 13, 2000.
(b) The Annual Report on Form 10-KSB of the Company for the period
ending December 31, 2002.
(c) The Quarterly Report on Form 10-QSB of the Company for the
period ending September 30, 2002.
(d) The Quarterly Report on Form 10-QSB of the Company for the
period ending June 30, 2002.
(e) The Quarterly Report on Form 10-QSB of the Company for the
period ending March 31, 2002.
(f) All reports or other documents filed pursuant to Sections 13,
14, and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") subsequent to the date of the
Registration Statement, in each case filed by the Company
prior to the termination of the offering of the securities
offered hereby, shall be deemed to be a part hereof from the
date of the filing of such reports and documents. Any
statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be
modified or superseded for the 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 herein by reference, modifies or
supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration
Statement.
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ITEM 4. DESCRIPTION OF SECURITIES.
No answer to this item is required because the class of securities to
be offered is registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Bylaws limit the liability of its directors to the
maximum extent permitted by Colorado law. Thus, the directors of the Company are
not personally liable for monetary damages for any action taken, or any failure
to take any action, unless the director has breached or failed to perform the
duties of his office and the breach or failure to perform constitutes self-
dealing, willful misconduct, or recklessness. Such limitation does not apply to
any responsibility of liability pursuant to criminal statute or liability for
the payment of taxes pursuant to local, state, or federal law. In addition, the
Company's Bylaws authorize the Company to maintain liability insurance for its
directors and officers.
At present, there is no pending litigation or proceeding, and the
Company is not aware of any threatened litigation or proceeding, involving any
director, officer, employee, or agent where indemnification will be required or
permitted under the Company's Bylaws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
No answer to this item is required because no restricted securities are
to be reoffered or resold pursuant to this Registration Statement.
ITEM 8. EXHIBITS.
(1) iDial Networks, Inc. Employee Benefit and Stock Option Plan.
(2) Opinion of T. Alan Owen, Attorney at Law.
(3) Consent of T. Alan Owen
(4) Power of Attorney (see page 5 of this Registration Statement)
ITEM 9. UNDERTAKINGS.
The registrant hereby undertakes:
(a) to file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement 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;
(b) that for purposes of determining any liability under the 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 offer thereof; and
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(c) 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 further undertakes that, for purposes
of determining any liability under the 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 or 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.
The undersigned registrant hereby further undertakes that, insofar as
indemnification for liabilities arising under the Act may be permitted to
directors, officers, and controlling persons of the registrant, 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, 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 Dallas, Texas, on May 5, 2003.
IDIAL NETWORKS, INC.,
a Nevada corporation
By: /s/ Mark T. Wood
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Mark T. Wood, President
Date: May 5, 2003
By: /s/ Klaus Schloz
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Klaus Schloz, Vice President
Date: May 5, 2003
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Mark T. Wood as such person's true and
lawful attorney-in-fact and agent, with full power of substitution, for such
person, and in such person's name, place, and stead, in any and all capacities,
to sign any and all amendments or post-effective amendments to this Registration
Statement, and to file the same with the Securities and Exchange Commission,
granting unto said attorney-in- fact and agent full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as such person
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
IDIAL NETWORKS, INC.,
a Nevada corporation
/s/ Mark T. Wood
-----------------------------------
Mark T. Wood, President
Date: May 5, 2003
/s/ Klaus Scholz
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Klaus Scholz, Vice President
Date: May 5, 2003
STATE OF TEXAS )
)
COUNTY OF HARRIS )
BEFORE ME, the undersigned authority, on this day personally appeared
Mark T. Wood, known to me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged to me that he executed the same for the
purposes and consideration therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 5th day of May, 2003.
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Notary Public in and for the State of Texas
My Commission Expires:
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STATE OF TEXAS )
)
COUNTY OF HARRIS )
BEFORE ME, the undersigned authority, on this day personally appeared
Klaus Scholz, known to me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged to me that he executed the same for the
purposes and consideration therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 5th day of May, 2003.
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Notary Public in and for the State of Texas
My Commission Expires:
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EXHIBIT INDEX
(PURSUANT TO ITEM 601 OF REGULATION S-K)
EXHIBIT NO. EXHIBIT
(1) iDial Networks, Inc. Employee Benefit and Stock Option Plan.
(2) Opinion of T. Alan Owen, Attorney at Law.
(3) Consent of T. Alan Owen (included in opinion letter filed as
Exhibit 2)
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