<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 24, 1997
REGISTRATION NO. 333-17681
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 3
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
GROUP LONG DISTANCE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
FLORIDA 4813 65-0213198
(STATE OF INCORPORATION) (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>
------------------------
1451 WEST CYPRESS CREEK ROAD, SUITE 200
FORT LAUDERDALE, FLORIDA 33309
(954) 771-9696
(ADDRESS AND TELEPHONE NUMBER OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
GERALD M. DUNNE, JR., PRESIDENT
GROUP LONG DISTANCE, INC.
1451 WEST CYPRESS CREEK ROAD, SUITE 200
FORT LAUDERDALE, FLORIDA 33309
(954) 771-9696
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
------------------------
Please send a copy of all communications to:
LAWRENCE B. FISHER, ESQ. ROBERT J. MITTMAN, ESQ.
ORRICK, HERRINGTON & SUTCLIFFE LLP TENZER GREENBLATT LLP
666 FIFTH AVENUE 405 LEXINGTON AVENUE
NEW YORK, NEW YORK 10103 NEW YORK, NEW YORK 10174
(212) 506-5000 (212) 885-5000
(212) 506-5151 (FAX) (212) 885-5001 (FAX)
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
please check the following box. /x/
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant has authority under Section 607.0850 of the Florida Business
Corporation Act to indemnify its directors and officers to the extent provided
for in such statute. The Registrant's Articles of Incorporation provide that the
Registrant shall indemnify and may insure its officers and directors to the
fullest extent not prohibited by law. The Registrant has also entered into an
agreement (the form of which is filed as Exhibit 10.25 hereto) with each of its
directors and executive officers wherein it has agreed to indemnify each of them
to the fullest extent permitted by law. In general, Florida law permits a
Florida corporation to indemnify its directors, officers, employees and agents,
and persons serving at the corporation's request in such capacities for another
enterprise, against liabilities arising from conduct that such persons
reasonably believed to be in, or not opposed to, the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful.
Pursuant to the Underwriting Agreement filed as Exhibit 1.1 to this
Registration Statement, the Underwriter has agreed to indemnify the directors,
officers and controlling persons of the Registrant against certain civil
liabilities that may be incurred in connection with the offering, including
certain liabilities under the Securities Act of 1933, as amended.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the Company in connection
with the sale of the securities being registered. All amounts are estimates
except the SEC registration fee, the NASD filing fee and the Nasdaq listing fee.
<TABLE>
<S> <C>
SEC Registration Fee....................................... $ 5,371.22
NASD Filing Fee............................................ 2,272.50
Nasdaq Listing Fee......................................... 10,000.00
Boston Stock Exchange Listing Fee.......................... 15,000.00
Printing Costs............................................. 60,000.00
Legal Fees and Expenses.................................... 250,000.00
Accounting Fees and Expenses............................... 80,000.00
Blue Sky Fees and Expenses................................. 40,000.00
Transfer Agent and Registrar Fees.......................... 5,000.00
Miscellaneous.............................................. $ 32,356.28
-----------
Total................................................. $500,000.00
-----------
-----------
</TABLE>
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.
In July 1996, the Company acquired all of the common stock of
Adventures-in-Telecom, Inc. ('AIT'). The Company paid $5,271,230 and issued
155,000 shares of the Company's Common Stock. In connection with the acquisition
of AIT, the Company obtained a loan from Tel-Save, Inc. In connection with the
loan, the Company issued a warrant to Tel-Save Holdings, Inc., an affiliate of
Tel-Save, to purchase 300,000 shares of Common Stock at an exercise price of
$5.75 per share, exercisable until July 2001. In November 1996, in connection
with an amendment of the loan and of the Company's services agreement with
Tel-Save, the Company issued a five-year warrant to Tel-Save Holdings, Inc. to
purchase 50,000 shares of Common Stock at an exercise price of $5.00 per share.
In September 1995, as an inducement to loan the Company $100,000, the
Company issued stock options to a director and an unaffiliated third party to
purchase 47,635 shares of the Company's Common Stock at $3.15 per share. These
options expire on September 30, 1997.
II-1
<PAGE>
In September of 1995 through January of 1996, the Company issued an
aggregate of 80,798 unregistered shares of Common Stock to shareholders pursuant
to the exercise of options granted in November of 1991 for aggregate gross
proceeds of $85,000.
In September of 1995 through January of 1996, the Company issued an
aggregate of 19,054 unregistered shares of Common Stock to shareholders pursuant
to the exercise of options granted in July 15, 1991 for aggregate gross proceeds
of $10,000.
In October of 1995, the Company issued 47,635 unregistered shares of Common
Stock to Gerald M. Dunne, Jr., the Company's President and Chief Executive
Officer, in consideration of services rendered.
In February of 1995, the Company issued 9,527 unregistered shares of Common
Stock to a director of the Company pursuant to the exercise of options granted
in July of 1993 for gross proceeds of $10,000.
In January of 1995, the Company issued 953 unregistered shares of Common
Stock to a director of the Company pursuant to the exercise of options granted
in January 1992 for gross proceeds of $1,000.
In January through February of 1995, the Company issued an aggregate of
39,060 unregistered shares of Common Stock to shareholders pursuant to the
exercise of options granted in January of 1992 for aggregate gross proceeds of
$21,000.
In December of 1994, the Company issued 11,432 unregistered shares of
Common Stock to a shareholder for gross proceeds of $15,000.
In June through October of 1994, the Company issued an aggregate of 4,287
unregistered shares of Common Stock to shareholders pursuant to the exercise of
options granted in November of 1991, for aggregate gross proceeds of $4,500.
In April through December of 1994, the Company issued an aggregate of
114,323 unregistered shares of Common Stock to shareholders pursuant to options
granted in June of 1991 for aggregate gross proceeds of $60,000.
The issuances described above were deemed exempt from registration under
the Securities Act in reliance on Section 4(2) of the Securities Act as
transactions by an issuer not involving any public offering. The recipients of
securities in each such transaction represented their intentions to acquire the
securities for investment only and not with a view to or for sale in connection
with any distribution thereof and appropriate legends were affixed to the share
certificates issued in such transactions. All recipients had adequate access,
through their relationships with the Company, to information about the
Registrant.
ITEM 27. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- ----------- ------------------------------------------------------------------------------------------------------
<S> <C> <C>
++++1.1 -- Form of Underwriting Agreement.
*2.1 -- Plan and Agreement of Merger of Group Long Distance, Inc. into Registrant.
*2.2 -- Articles of Merger of Group Long Distance, Inc. into Registrant.
+++2.3 -- Amendment to Articles of Merger of Group Long Distance, Inc. into Registrant.
*3.1 -- Articles of Incorporation of Registrant.
++++3.2 -- Amended and Restated Articles of Incorporation of Registrant.
*3.3 -- By-laws of Registrant.
++++3.4 -- Amended and Restated By-laws of Registrant.
++++4.1 -- Form of Representative's Warrant Agreement including Form of Warrant Certificates.
++++4.2 -- Form of Redeemable Warrant Agreement including form of Warrant Certificate.
++5.1 -- Opinion of Kipnis Tescher Lippman Valinsky & Kain with respect to the legality of the Common
Stock.
***10.1 -- Partition Agreement between Registrant and Tel-Save, Inc. dated February 3, 1993 (including
Security and Assignment Agreement and Lock Box Agreement).
+++10.2 -- Purchase and Sale Agreement between Registrant and Rockwell Communications, Inc. dated February
24, 1994.
+++10.3 -- Purchase Agreement between Registrant and ACTI, Inc. dated June 1994.
****10.4 -- Reseller Agreement between Registrant and Touchtone Network, Inc. dated March 30, 1995.
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- ----------- ------------------------------------------------------------------------------------------------------
<S> <C> <C>
**10.5 -- Reseller agreement between Registrant and ARN Communications Corporation dated April 13, 1995.
**10.6 -- Loan Agreement between Registrant and Gateway American Bank of Florida dated June 7, 1995.
**10.7 -- Promissory Note payable to John L. Tomlinson and Philip C. Cezeaux, dated September 25, 1995.
+++10.8 -- Purchase Agreement between Registrant and Touchtone Network, Inc. dated October 11, 1995.
+++10.9 -- Addendum to the Purchase Agreement between Registrant and Touchtone Network, Inc. dated November
21 and 22, 1995.
+++10.10 -- Lease Agreement between Registrant and Chantilly Management Corporation regarding 1555 Howell
Branch Road, Winter Park, Florida dated December 31, 1995.
**10.11 -- Commission Agreement between Registrant and Global Telecom Network, Inc. regarding Target
Stores, a division of Dayton Hudson Corporation, dated February 1, 1996.
+++10.12 -- Second Amendment and Renewal of Lease between Registrant and Gateway Investments Corporation
regarding 1451 West Cypress Creek Road, Fort Lauderdale, Florida dated February 5, 1996.
***10.13 -- Network Services Agreement between Registrant and UUNET Technologies, Inc. dated February 9,
1996.
+++10.14 -- Rebiller Services Agreement between Registrant and WorldCom, Inc. dated February 22, 1996.
+++10.15 -- Acknowledgement, Agreement and Release between Registrant and Touchtone Network, Inc. dated
March 1996.
+++10.16 -- Switched Reseller Services Agreement between Registrant and Phone One, Inc. (Intermedia
Communications Inc.) dated April 10, 1996.
+++10.17 -- Purchase Agreement between Registrant and Mr. Larry C. Cornwell regarding Gulf Communications
Services, Inc. dated May 1, 1996.
+++10.18 -- Loan Agreement between Registrant and Gateway American Bank of Florida dated May 2, 1996.
+++10.19 -- Promissory Note payable by Registrant to WorldCom, Inc. dated June 6, 1996.
****10.20 -- Purchase Agreement and Plan of Exchange between Registrant and Adventures-in-TeleCom, Inc. dated
July 3, 1996.
****10.21 -- Loan Agreement between Registrant and Tel-Save Inc. dated July 11, 1996.
+++10.22 -- Consent and Amendment between Tel-Save, Inc., and Registrant dated December 2, 1996.
+++10.23 -- Common Stock Purchase Warrant to purchase 50,000 Shares of Common Stock granted to Tel-Save
Holdings, Inc., by Registrant, dated December 2, 1996.
+++10.24 -- Line of Credit Agreement between Registrant and Gateway American Bank of Florida dated August 1,
1996.
#10.25 -- Employment agreement of Gerald M. Dunne, Jr. with Registrant.
++++10.26 -- 1996 Stock Option Plan.
++++10.28 -- Amended Promissory Note payable by Registrant to WorldCom, Inc. dated December 20, 1996.
+++11.1 -- Statement re: computation of per share earnings.
+16.1 -- Letter on change in certifying accountant.
+++21.1 -- Subsidiaries of Registrant.
#23.1 -- Consent of Grant Thornton LLP, certified public accountants.
#23.2 -- Consent of Timothy Hohl Company P.A., certified public accountants.
+++23.3 -- Consent of Orrick, Herrington & Sutcliffe LLP.
++23.4 -- Consent of Kipnis Tescher Lippman Valinsky & Kain (included in Exhibit Number 5.1).
+++27.1 -- Financial Data Schedule.
++++27.2 -- Financial Data Schedule.
++27.3 -- Financial Data Schedule
</TABLE>
II-3
<PAGE>
- ------------------
* Filed as an Exhibit to the Company's Registration Statement on Form SB-2
(No. 33-99998) and incorporated by reference herein.
** Filed as an Exhibit to Amendment No. 1 to the Company's Registration
Statement on Form SB-2 (No. 33-99998) and incorporated by reference
herein.
+++ Filed as an Exhibit to Amendment No. 2 to the Company's Registration
Statement on Form SB-2 (No. 33-99998) and incorporated by reference
herein.
**** Filed as an Exhibit to the Company's report on Form 10-KSB dated August
12, 1996.
+ Filed as an Exhibit to the Company's report on Form 8-K dated June 10,
1996.
++ Filed herewith.
+++ Filed as an Exhibit to the Company's Registration Statement on Form SB-2
(No. 333-17681) filed December 12, 1996.
++++ Filed as an Exhibit to Amendment No. 1 to the Company's Registration
Statement on Form SB-2 (No. 333-17681) filed March 3, 1996.
# Filed as an Exhibit to Amendment No. 2 to the Company's Registration
Statement on Form SB-2 (No. 333-17681) filed March 24, 1997.
ITEM 28. UNDERTAKINGS.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, as amended (the 'Act'), the information omitted from the form of
prospectus filed as part of this registration statement in reliance upon
Rule 430A and contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Act shall be deemed
to be part of this registration statement as of the time it was declared
effective.
(2) For the purpose of determining any liability under the Act, each
post-effective amendment that contains a form of prospectus 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 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 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 of 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.
The Registrant hereby undertakes to provide to the Underwriters at the
closing specified in the Underwriting Agreement, certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.
II-4
<PAGE>
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 SB-2 and has duly caused this Amendment
No. 3 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on the 24th day of March, 1997.
GROUP LONG DISTANCE, INC.
By: /s/ GERALD M. DUNNE, JR.
Gerald M. Dunne, Jr.
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that the persons whose signatures appear
below each severally constitutes and appoints Gerald M. Dunne, Jr., as true and
lawful attorney-in-fact and agent, with full powers of substitution and
resubstitution, for them in their name, place and stead, in any and all
capacities, to sign any and all amendments (including pre-effective and
post-effective amendments) to this Registration Statement, any registration
statement relating to the same offering as this Registration Statement that is
to be effective upon filing pursuant to Rule 462(b) under the Securities Act of
1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, 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 they might or could do in
person, hereby ratifying and confirming all which said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do, or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 3 to the registration statement has been signed below by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------ ------------------------------------ ------------------------
<S> <C> <C>
/s/ GERALD M. DUNNE, JR. Chief Executive Officer March 24, 1997
Gerald M. Dunne, Jr. (Principal Executive Officer)
* Chief Financial Officer March 24, 1997
Peter J. Russo (Principal Financial Officer)
* Director March 24, 1997
Edward Harwood
* Director March 24, 1997
C. Shelton James
* Director March 24, 1997
Glenn S. Koach
* Director March 24, 1997
John L. Tomlinson
*By: /s/ GERALD M. DUNNE, JR.
-------------------------------
Attorney-in-Fact
</TABLE>
II-5
<PAGE>
REGISTRATION NO. 333-17681
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
EXHIBITS
FILED WITH
AMENDMENT NO. 3
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
GROUP LONG DISTANCE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION OF EXHIBITS PAGE NO.
- --------- -------------------------------------------------------------------------------------------- -----------
<S> <C> <C> <C>
++++1.1 -- Form of Underwriting Agreement.
*2.1 -- Plan and Agreement of Merger of Group Long Distance, Inc. into Registrant.
*2.2 -- Articles of Merger of Group Long Distance, Inc. into Registrant.
+++2.3 -- Amendment to Articles of Merger of Group Long Distance, Inc. into Registrant.
*3.1 -- Articles of Incorporation of Registrant.
++++3.2 -- Amended and Restated Articles of Incorporation of Registrant.
*3.3 -- By-laws of Registrant.
++++3.4 -- Amended and Restated By-laws of Registrant.
++++4.1 -- Form of Representative's Warrant Agreement including Form of Warrant Certificates.
++++4.2 -- Form of Redeemable Warrant Agreement including form of Warrant Certificate.
++5.1 -- Opinion of Kipnis Tescher Lippman Valinsky & Kain with respect to the legality of the
Common Stock.
***10.1 -- Partition Agreement between Registrant and Tel-Save, Inc. dated February 3, 1993
(including Security and Assignment Agreement and Lock Box Agreement).
+++10.2 -- Purchase and Sale Agreement between Registrant and Rockwell Communications, Inc. dated
February 24, 1994.
+++10.3 -- Purchase Agreement between Registrant and ACTI, Inc. dated June 1994.
****10.4 -- Reseller Agreement between Registrant and Touchtone Network, Inc. dated March 30,
1995.
**10.5 -- Reseller agreement between Registrant and ARN Communications Corporation dated April
13, 1995.
**10.6 -- Loan Agreement between Registrant and Gateway American Bank of Florida dated June 7,
1995.
**10.7 -- Promissory Note payable to John L. Tomlinson and Philip C. Cezeaux, dated September
25, 1995.
+++10.8 -- Purchase Agreement between Registrant and Touchtone Network, Inc. dated October 11,
1995.
+++10.9 -- Addendum to the Purchase Agreement between Registrant and Touchtone Network, Inc.
dated November 21 and 22, 1995.
+++10.10 -- Lease Agreement between Registrant and Chantilly Management Corporation regarding 1555
Howell Branch Road, Winter Park, Florida dated
December 31, 1995.
**10.11 -- Commission Agreement between Registrant and Global Telecom Network, Inc. regarding
Target Stores, a division of Dayton Hudson Corporation, dated
February 1, 1996.
+++10.12 -- Second Amendment and Renewal of Lease between Registrant and Gateway Investments
Corporation regarding 1451 West Cypress Creek Road, Fort Lauderdale, Florida dated
February 5, 1996.
***10.13 -- Network Services Agreement between Registrant and UUNET Technologies, Inc. dated
February 9, 1996.
+++10.14 -- Rebiller Services Agreement between Registrant and WorldCom, Inc. dated February 22,
1996.
+++10.15 -- Acknowledgement, Agreement and Release between Registrant and Touchtone Network, Inc.
dated March 1996.
+++10.16 -- Switched Reseller Services Agreement between Registrant and Phone One, Inc.
(Intermedia Communications Inc.) dated April 10, 1996.
+++10.17 -- Purchase Agreement between Registrant and Mr. Larry C. Cornwell regarding Gulf
Communications Services, Inc. dated May 1, 1996.
+++10.18 -- Loan Agreement between Registrant and Gateway American Bank of Florida dated May 2,
1996.
+++10.19 -- Promissory Note payable by Registrant to WorldCom, Inc. dated June 6, 1996.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION OF EXHIBITS PAGE NO.
- --------- -------------------------------------------------------------------------------------------- -----------
****10.20 -- Purchase Agreement and Plan of Exchange between Registrant and
Adventures-in-TeleCom, Inc. dated July 3, 1996.
<C> <C> <S> <C>
****10.21 -- Loan Agreement between Registrant and Tel-Save Inc. dated July 11, 1996.
+++10.22 -- Consent and Amendment between Tel-Save, Inc., and Registrant dated December 2, 1996.
+++10.23 -- Common Stock Purchase Warrant to purchase 50,000 Shares of Common Stock granted to
Tel-Save Holdings, Inc., by Registrant, dated December 2, 1996.
+++10.24 -- Line of Credit Agreement between Registrant and Gateway American Bank of Florida dated
August 1, 1996.
#10.25 -- Employment agreement of Gerald M. Dunne, Jr. with Registrant.
++++10.26 -- 1996 Stock Option Plan.
++++10.28 -- Amended Promissory Note payable by Registrant to WorldCom, Inc. dated December 20,
1996.
+++11.1 -- Statement re: computation of per share earnings.
+16.1 -- Letter on change in certifying accountant.
+++21.1 -- Subsidiaries of Registrant.
#23.1 -- Consent of Grant Thornton LLP, certified public accountants.
#23.2 -- Consent of Timothy Hohl Company P.A., certified public accountants.
+++23.3 -- Consent of Orrick, Herrington & Sutcliffe LLP.
++23.4 -- Consent of Kipnis Tescher Lippman Valinsky & Kain (included in Exhibit Number 5.1).
+++27.1 -- Financial Data Schedule.
++++27.2 -- Financial Data Schedule.
++27.3 -- Financial Data Schedule.
</TABLE>
- ------------------
* Filed as an Exhibit to the Company's Registration Statement on Form SB-2
(No. 33-99998) and incorporated by reference herein.
** Filed as an Exhibit to Amendment No. 1 to the Company's Registration
Statement on Form SB-2 (No. 33-99998) and incorporated by reference
herein.
+++ Filed as an Exhibit to Amendment No. 2 to the Company's Registration
Statement on Form SB-2 (No. 33-99998) and incorporated by reference
herein.
**** Filed as an Exhibit to the Company's report on Form 10-KSB dated August
12, 1996.
+ Filed as an Exhibit to the Company's report on Form 8-K dated June 10,
1996.
++ Filed herewith.
+++ Filed as an Exhibit to the Company's Registration Statement on Form SB-2
(No. 333-17681) filed December 12, 1996 and incorporated by reference
herein.
++++ Filed as an Exhibit to Amendment No. 1 to the Company's Registration
Statement on Form SB-2 (No. 333-17681) filed March 3, 1996 and
incorporated by reference herein.
# Filed as an exhibit to Amendment No. 2 to the Company's Registration
Statement on Form SB-2 (No. 333-17681) filed March 24, 1997.
<PAGE>
[LETTERHEAD OF KIPNIS TESCHER LIPPMAN VALINSKY & KAIN]
March 13, 1997
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Group Long Distance, Inc. (the "Company") / Registration Statement on
Form SB-2, as amended, Registration No. 333-17681 (the "Registration
Statement")
Gentlemen:
The undersigned has acted as special securities counsel to the Company in
connection with the Registration Statement filed by the Company; with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Act of 1933, as amended (the "Act"), and the rules and regulations promulgated
thereunder (the "Rules"). The Registration Statement relates to the offering of
up to 1,375,000 shares of common stock, no par value (the "Common Stock") and
redeemable warrants to purchase up to 1,375,000 shares of Common Stock (the
"Redeemable Warrants") by the Company.
We have examined such records and documents and have made such examination
of law as we considered necessary to form a basis for the opinions set forth
herein. In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity with the originals of all documents submitted to us as copies
thereof.
Based upon such examination, it is our opinion that when there has been
compliance with the Act and applicable state securities laws and when the
Underwriting Agreement, a form of which has been filed as an exhibit to the
Registration Statement, is duly and validly executed and delivered, the Common
Stock and Redeemable Warrants, when issued, delivered and paid for in the manner
described in such Underwriting Agreement, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name wherever it appears in said
Registration Statement, including the Prospectus consituting a part thereof, as
originally filed or as subsequently amended or
<PAGE>
Securities and Exchange Commission
450 Fifth Street, NW
Page 2
supplemented. In giving such consent, we do not consider that we are "experts"
within the meaning of such term as used in the Act or the rules and regulations
of the Commission issued thereunder, with respect to any part of the
Registration Statement, including this opinion as an exhibit or otherwise.
Very truly yours,
KIPNIS TESCHER LIPPMAN
VALINSKY & KAIN
/s/ Kipnis Tescher Lippman Valinsky & Kain
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM GROUP LONG
DISTANT, INC. FINANCIAL STATEMENTS ENDED JANURY 31, 1997 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> APR-30-1997
<PERIOD-END> APR-30-1997
<CASH> 8,938
<SECURITIES> 0
<RECEIVABLES> 4,043,262
<ALLOWANCES> (1,045,166)
<INVENTORY> 0
<CURRENT-ASSETS> 4,562,625
<PP&E> 447,359
<DEPRECIATION> (96,240)
<TOTAL-ASSETS> 8,788,761
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0
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</TABLE>
