AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 27, 2002
FILE NO. 0-14206
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TRAVLANG, INC.
--------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-3174562
--------------------------------- ------------------------------------
(STATE OR OTHER JURISDICTION OF I.R.S. EMPLOYER IDENTIFICATION NO.
INCORPORATION OR ORGANIZATION)
2 HASHILOACH STREET, PETACH TIKVA, ISRAEL 49170
-----------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)(ZIP CODE)
TECHNICAL CONSULTING AGREEMENT
------------------------------
(FULL TITLE OF THE PLAN)
UNITED STATES CORPORATION COMPANY
2711 CENTERVILLE ROAD
SUITE 400
WILMINGTON, DELAWARE 19808
---------------------------------------
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(302) 998-0595
-------------------------------------------------------------
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
- ------------------------------- ------------------------- -------------------------- ------------------------- --------------------
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED(1) SHARE(2) PRICE(2) REGISTRATION FEE
- ------------------------------- ------------------------- -------------------------- ------------------------- --------------------
Common Stock, .08 par value 5,500,000 $.006 $33,000 $3.04
- ------------------------------- ------------------------- -------------------------- ------------------------- --------------------
__________________________
(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 Registrant's common stock on December 27, 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 and registration of an aggregate of 5,500,000 shares to Stefan Semo, an
engineer for the Registrant and Sec2Wireless, Inc., its wholly-owned subsidiary
of the Registrant, is being issued 5,500,000 shares pursuant to a technical
consulting agreement attached hereto as Exhibit 10.77.
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 Reports on Form 10-QSB for the
period ended September 30, 2002, June 30, 2002 and January 31, 2002 as filed
with the Commission.
3. The Registrant's Current Report on Form 8-K dated March 13,
2002, as amended, as filed with the Commission.
4. 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.
2
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 Loeb & Loeb LLP
10.77 Technical Consulting Agreement with Stefan Semo
23.1 Consent of Loeb & Loeb LLP (contained in its opinion filed
as Exhibit
5.1 to this Registration Statement)
23.2 Consent of SF Partnership, 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
3
(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.
4
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 Petach Tikva, Israel on this 27th day of December 2002.
TRAVLANG, INC.
By: /s/ Lucien Geldzahler
------------------------------
Lucien Geldzahler, President
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
- --------- ----- ----
/s/ Lucien Geldzahler
- -----------------------
Lucien Geldzahler President and Director December 27, 2002
/s/ Shmuel Weiss
- ------------------
Shmuel Weiss Director December 27, 2002
5
EXHIBIT INDEX
EXHIBIT DESCRIPTION
5.1 Opinion of Loeb & Loeb LLP
10.77 Technical Consulting Agreement with Stefan Semo
23.1 Consent of Loeb & Loeb LLP (contained in its opinion filed as
Exhibit 5.1 to this Registration Statement)
23.2 Consent of SF Partnership, LLP
6