<PAGE>
As filed with the Securities and Exchange Commission on June 4, 1999.
Subject to amendment.
Registration No. 333-____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------
TALK VISUAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 95-4561156
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
--------------------
One Canal Park
3rd Floor
Cambridge, Massachusetts 02142
(Address of principal executive offices)
--------------------
TALK VISUAL CORPORATION
1999 STOCK COMPENSATION PLAN
(Full title of the plan)
--------------------
EUGENE ROSOV
President
Talk Visual Corporation
One Canal Park
3rd Floor
Cambridge, Massachusetts 02142
(617) 679-0300
(Name, address and telephone number,
including area code, of agent for service)
--------------------
Copy to:
ANDREW J. BECK, ESQ.
Haythe & Curley
237 Park Avenue
New York, New York 10017
--------------------
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the
Registration Statement becomes effective.
--------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed maximum Proposed maximum Amount of
securities to Amount to be offering aggregate registration
be registered registered price per share* offering price* fee**
------------- ---------- ---------------- --------------- -----------------
<S> <C> <C> <C> <C>
Common Stock 320,000 $2.75 $880,000 $245
($.001 par value) shares
===================================================================================================
</TABLE>
* Estimated solely for purposes of calculating the registration fee on the
basis of the average of the bid and asked prices of the Common Stock on June 2,
1999, as reported on the OTC Bulletin Board.
** Computed in accordance with Rule 457(h)(1).
<PAGE>
1
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The Company hereby states that (i) the documents listed in (a) through
(e) below are incorporated by reference in this Registration Statement and
(ii) all documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the filing
of a post-effective amendment which indicates that all securities offered 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.
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1998.
(b) The Company's Annual Report on Form 10-KSB/A for the fiscal year
ended December 31, 1998.
(c) The Company's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 1999.
(d) The Company's Joint Proxy Statement/Prospectus/Notification of
Merger dated May 28, 1999.
(e) The description of the Common Stock contained in the Company's
Registration Statement on Form S-4 (no. 333-79597) filed May 28, 1999.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
The legality of the securities registered hereunder has been passed
upon by the law firm of Haythe & Curley, 237 Park Avenue, New York, New York
10017. It is contemplated that Andrew J. Beck, a partner of Haythe & Curley,
will receive 30,000 shares of the Common Stock pursuant to the Plan.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Under the provisions of Article X of the Certificate of Incorporation
of the Company, a director of the Company shall not have personal liability to
the Company or to any of its stockholders for monetary damages for a breach of
his fiduciary duty as a director, except in the case where the director breached
his duty of loyalty, failed to act in good faith, engaged in intentional
misconduct or knowingly violated a law, authorized the payment of a dividend or
<PAGE>
2
approved a stock repurchase in violation of Delaware corporate law, or obtained
an improper personal benefit.
Under the provisions of Article 6 of the By-laws of the Company, the
Company is required to indemnify a director or officer of the Company from and
against any and all expenses and liabilities that may be imposed upon or
incurred by him in connection with, or as a result of, any proceeding in which
he may become involved, as a party or otherwise, by reason of the fact that he
is or was such a director, officer, employee or agent of the Company, whether or
not he continues to be such at the time such expenses and liabilities shall have
been imposed or incurred, to the extent permitted by the laws of the State of
Delaware, as they may be amended from time to time.
Also under the provisions of Article 6 of the By-laws of the Company,
directors are entitled to advancement of expenses incurred in defending any
actions against which they have a right of indemnification from the Company
provided that, if the laws of Delaware require, advancement of expenses may be
conditioned on an undertaking to repay if a final judicial decision is made that
the director is not entitled to indemnification.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
The Exhibits required to be filed as part of this Registration
Statement are listed in the attached Index to Exhibits.
Item 9. Undertakings.
------------
The undersigned Registrant hereby undertakes, except as otherwise
specifically provided in the rules of the Securities and Exchange Commission
promulgated under the Securities Act of 1933:
(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 this Registration Statement (or the most recent
post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
<PAGE>
3
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if this
Registration Statement is on Form S-3 or Form S-8 and 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
this 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; and
(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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
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 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 such 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 such Act and will
be governed by the final adjudication of such issue.
<PAGE>
4
POWER OF ATTORNEY
The Registrant and each person whose signature appears below hereby
appoints the agent for service and C. Harold Snyder, severally, as attorney-in-
fact with full power of substitution to execute in the name and on behalf of the
Registrant and each such person, individually and in each capacity stated below,
one or more post-effective amendments to this Registration Statement as the
attorney-in-fact acting in the premises deems appropriate and to file any such
amendment to this Registration Statement with the Securities and Exchange
Commission.
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 the City of Cambridge, Commonwealth of Massachusetts on the 4th
day of June, 1999.
TALK VISUAL CORPORATION
By: /s/ C. Harold Snyder
---------------------------------------------
C. Harold Snyder
Chief Financial 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 and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Eugene Rosov President and Chief Executive June 4, 1999
- -------------------------------------- Officer (Principal Executive
Eugene Rosov Officer) and Director
/s/ C. Harold Snyder Chief Financial Officer June 4, 1999
- -------------------------------------- (Principal Financial and
C. Harold Snyder Accounting Officer)
/s/ Michael Zwebner Chairman of the Board and June 4, 1999
- -------------------------------------- Director
Michael Zwebner
/s/ David B. Hurwitz Director June 4, 1999
- --------------------------------------
David B. Hurwitz
/s/ Alexander Walker, Jr. Director June 4, 1999
- --------------------------------------
Alexander Walker, Jr.
/s/ Michael Cuzner-Charles Director June 4, 1999
- --------------------------------------
Michael Cuzner-Charles
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Number Description of Exhibit Page
- ------ ---------------------- ----
<S> <C> <C>
4 - Talk Visual Corporation 1999 Stock Compensation
Plan
5 - Opinion of Haythe & Curley
23(i) - Consent of Mayer Rispler & Company, P.C.
(see "Consent of Independent Certified Public --
Accountants" in the Registration Statement)
23(ii) - Consent of BDO Seidman, LLP (see "Consent of --
Independent Certified Public Accountants" in
the Registration Statement)
23(iii) - Consent of Haythe & Curley (contained in --
Exhibit 5)
24 - Power of Attorney (see "Power of Attorney" in --
the Registration Statement)
</TABLE>
<PAGE>
EXHIBIT 4
Talk Visual Corporation 1999 Stock Compensation Plan
----------------------------------------------------
Effective June 1, 1999, the Board of Directors of Talk Visual
Corporation, a Delaware corporation (the "Company'), hereby adopts the Company's
1999 Stock Compensation Plan (the "Plan"). Pursuant to the Plan, the Board of
Directors of the Company may from time to time award to executive officers,
employees and consultants of the Company up to an aggregate of 320,000 shares of
common stock, $.001 par value (the "Common Stock"), of the Company as
compensation for services rendered and to be rendered to the Company, on such
terms and conditions as the Board of Directors may determine. Notwithstanding
the foregoing, in no event may shares of Common Stock be awarded under the Plan
as compensation for services in connection with the offer or sale of securities
in a capital raising transaction or which directly or indirectly promote or
maintain a market for the Company's securities. The number of shares of Common
Stock covered by the Plan shall be appropriately adjusted for stock splits and
reverse stock splits affecting the Common Stock.
<PAGE>
EXHIBIT 5
[LETTERHEAD OF HAYTHE & CURLEY]
June 4, 1999
Talk Visual Corporation
One Canal Park, 3rd Floor
Cambridge, Massachusetts 02142
Dear Sirs:
We have acted as counsel for Talk Visual Corporation, a Delaware
corporation (the "Company"), in connection with the registration statement on
Form S-8 being filed by the Company under the Securities Act of 1933, as
amended, with respect to 320,000 shares (the "Shares") of the Company's common
stock, $.001 par value (the "Common Stock"), which may be issued by the Company
pursuant to the Company's 1999 Stock Compensation Plan (the "Plan").
In connection with such registration statement, we have examined such
records and documents and such questions of law as we have deemed appropriate
for purposes of this opinion. On the basis of such examination, we advise you
that in our opinion the Shares have been duly and validly authorized and, when
issued in accordance with the terms of the Plan, will be validly issued, fully
paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
foregoing registration statement.
Very truly yours,
/s/ Haythe & Curley
<PAGE>
EXHIBIT 23(i)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of Talk Visual Corporation of our report
dated March 29, 1999 appearing in Talk Visual Corporation's Joint Proxy
Statement/Prospectus/Notification of Merger dated May 28, 1999.
MAYER RISPLER & COMPANY, P.C.
Brooklyn, New York
June 4, 1999
<PAGE>
EXHIBIT 23(ii)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated March 12, 1998, with
respect to the financial statements for the years ended December 31, 1996 and
1997 of Talk Visual Corporation included in the Annual Report on Form 10-KSB for
the year ended December 31, 1998 and appearing in Talk Visual Corporation's
Joint Proxy Statement/Prospectus /Notification of Merger dated May 28, 1999.
BDO SEIDMAN, LLP
Los Angeles, California
June 4, 1999
<PAGE>
EXHIBIT 23(iii)
CONSENT OF COUNSEL
The consent of Haythe & Curley is contained in their opinion filed as
Exhibit 5 to this Registration Statement.
