File No. 33-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GAMECOM, INC.
(Exact name of registrant as specified in its charter)
TEXAS 93-1207631
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
440 North Center
Arlington, TX 76011
(Address of principal executive office, including zip code)
CONSULTING AGREEMENT AND LETTER AGREEMENT WITH ADVISER
(Full Title of the Plan)
L. Kelly Jones, Chief Executive Officer
440 North Center
Arlington, TX 76011
(817) 261-GAMZ
(Name, address, including zip code, telephone number, including area code, of
agent for service)
CALCULATION OF REGISTRATION FEE*
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SECURITY OFFERING PRICE FEE
--------------------------- -------------- --------------- --------------- -------------
Common Stock, Par Value $0.005 775,000 Shares $0.22 $170,500 $42.63
* Computed in accordance with Rule 457 under the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee and based on
the average of the bid and asked prices reported by the national quotation
bureau for over-the-counter trading for September 20, 2001
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.
Not required to be filed.
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Gamecom, Inc. (the Company) with the
Securities and Exchange Commission (the Commission) are incorporated by
reference in this Registration Statement.
1. The description of the Company's Common Stock on Form SB-2 filed
on July 12, 2000, as amended and updated.
2. The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2000.
3. The Company's Quarterly Reports on Form 10QSB for the quarters
ended March 31, 2001 and June 30, 2001.
4. The Company's proxy statement for meeting held September 14,
2001.
In addition, all documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the Exchange Act), prior to the filing of a post-effective amendment that
indicates that all securities offered hereby have been sold or that deregisters
all such securities then remaining unsold, shall be deemed to be incorporated by
reference into this registration statement and to be a part hereof from the date
of filing such documents.
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 Company is empowered by Art. 2.02-1 of the Texas Business
Corporation subject to the procedures and limitations stated therein, to
indemnify any person who was, is or is threatened to be made a named defendant
or respondent in a proceeding because the person is or was a director or officer
against judgments, penalties (including excise and similar taxes), fines,
settlements and reasonable expenses (including court costs and attorneys' fees)
actually incurred by the person in connection with the proceeding. The Company
is required by Art. 2.02-1 to indemnify a director or officer against reasonable
expenses (including court costs and attorneys' fees) incurred by him in
connection with a proceeding in which he is a named defendant or respondent
because he is or was a director or officer if he has been wholly successful, on
the merits or otherwise, in the defense of the proceeding. The statute provides
that indemnification pursuant to its provisions is not exclusive of other rights
of indemnification to which a person may be entitled under any bylaw, agreement,
vote of shareholders or disinterested directors, or otherwise.
The Articles of Incorporation generally limit the personal liability
of directors for monetary damages for any act or omission in their capacities as
directors to the fullest extent permitted by law. In addition, the Company's
bylaws provide that the Company shall indemnify and advance or reimburse
reasonable expenses incurred by, directors, officers, employees or agents of the
Company, to the fullest extent that a Company may grant indemnification to a
director under the Texas Business Corp. Act, and may indemnify such persons to
such further extent as permitted by law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits:
See Exhibit Index
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;
(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 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 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 this offer.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 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 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.
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes the agent
for service named in the registration statement as attorney-in-fact, to sign on
his behalf individually and in each capacity stated below and file all
amendments and post effective amendments to the registration statement, and the
Company hereby confers like authority to sign and file on its behalf.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Arlington, Texas, on September _____, 2001.
GameCom, Inc.
By: /s/ L. Kelly Jones
----------------------------
L. Kelly Jones
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 indicated on __________________, 2001.
Signature Title Date
--------- ----- ----
/s/ L. Kelly Jones Chief Executive Officer, Chairman of the Board of
----------------------------------- Directors and Chief Financial Officer
L. Kelly Jones
/s/ John F. Aleckner, Jr. President and Director
----------------------------------
John F. Aleckner, Jr.
/s/ W. James Poynter Vice-President and Director
----------------------------------
W. James Poynter
/s/ Kimberly Biggs Secretary and Treasurer
----------------------------------
Kimberly Biggs
Exhibit Index
Exhibit
No. Description
-------- ------------
(4.1) Article Four of Articles of Incorporation of GameCom, Inc., a Texas corporation
incorporated by reference from Exhibit 3.6 to Amendment No. 1 to the registrant's
Registration Statement on Form 10SB
(4.2) Form of Subordinated Notes incorporated by reference from Exhibit 4.1
to the registrant's Registration Statement on Form 10SB
(4.3) Form of Convertible Subordinated Notes incorporated by reference from
Exhibit 4.2 to the registrant's Registration Statement on Form 10SB
(4.4) Form of Convertible Subordinated Notes providing for penalty payable in
shares incorporated by reference from Exhibit 4.3 to the registrant's
Registration Statement on Form 10SB
(5.1) Legal opinion of Raice Paykin & Krieg LLP
(23.1) Consent of Raice Paykin & Krieg LLP (contained in Exhibit 5.1)
(23.2) Consent of Thomas Bailey & Associates PC
(24.1) Powers of Attorney (included on the signature page to this registration statement)
(99.1) Consulting agreement dated August 31, 2001, between William E. K. Hathaway, II and
GameCom, Inc, under which 700,000 common shares can be issued for services rendered.
(99.2) Letter agreement dated July 16, 2001 between GameCom, Inc. and Raice
Paykin & Krieg LLP under which 75,000 common shares can be issued for
services rendered.