Exchange Commission on December
17, 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)
- --------------------------------------------------------------------------------
NEVADA 95-4561156
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer Identification No.)
- --------------------------------------------------------------------------------
3550 Biscayne Boulevard
Suite 704
Miami, Florida 33137
(Address of principal executive offices)
TALK VISUAL CORPORATION
1999 STOCK COMPENSATION PLAN
(Full title of the plan)
------------------------
EUGENE ROSOV
President
Talk Visual Corporation
3550 Biscayne Boulevard
Suite 704
Miami, Florida 33137
(305) 572-0575
(Name, address and telephone number,
including area code, of agent for service)
------------------------------------------
Copy to:
ANDREW J. BECK, ESQ.
Tory Haythe
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.
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=========================================================================================
Proposed
Title of Proposed maximum maximum Amount of
securities to Amount to offering aggregate registration
be registered be registered price per share* offering price* fee**
- ------------- ------------- ---------------- --------------- -----
<S> <C> <C> <C> <C>
Common Stock 980,000 $.6875 $673,750 $177.87
($.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 December
13, 1999, as reported on the OTC Bulletin Board.
** Computed in accordance with Rule 457(h)(1).
2
<PAGE>
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.
The Company's Annual Report on Form 10-KSB/A for the fiscal
year ended December 31, 1998.
The Company's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 1999.
The Company's Quarterly Report on Form 10-QSB for the quarter
ended June 30, 1999.
The Company's Quarterly Report on Form 10-QSB for the quarter
ended September 30, 1999.
The Company's Joint Proxy Statement/Prospectus/Notification of
Merger dated May 28, 1999.
The Company's Proxy Statement dated July 12, 1999.
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 Tory Haythe, 237 Park Avenue, New York, New York
10017. It is contemplated that Andrew J. Beck, a partner of Tory Haythe, will
receive 45,000 shares of the Common Stock pursuant to the Plan.
3
<PAGE>
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Under the provisions of Article Twelve 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 approved a stock repurchase in violation of Nevada corporate law, or
obtained an improper personal benefit.
Under the provisions of Article V 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 Nevada, as they may be amended from time to time.
Also under the provisions of Article V 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 Nevada 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;
4
<PAGE>
(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;
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;
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.
5
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 Miami, State of Florida on the 9th day of
December, 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.
================================================================================
Signature Title Date
- --------- ----- ----
/s/ Eugene Rosov President and Chief Executive December 16,1999
- ---------------- Officer (Principal Executive
Eugene Rosov Officer) and Director
- --------------------------------------------------------------------------------
/s/ C. Harold Snyder Chief Financial Officer December 16,1999
- -------------------- (Principal Financial and
C. Harold Snyder Accounting Officer)
- --------------------------------------------------------------------------------
/s/Michael Zwebner Chairman of the Board and December 16,1999
- ------------------ Director
Michael Zwebner
- --------------------------------------------------------------------------------
/s/David B.Hurwitz Director December 16,1999
- ------------------
David B.Hurwitz
- --------------------------------------------------------------------------------
/s/Alexander Walker,Jr. Director December 16,1999
- -----------------------
Alexander Walker,Jr.
- --------------------------------------------------------------------------------
/s/ Michael Cuzner-Charles Director December 16,1999
- --------------------------
Michael Cuzner-Charles
================================================================================
6
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.
/s/Mayer Rispler & Company
--------------------------
MAYER RISPLER & COMPANY, P.C.
Brooklyn, New York
December 16, 1999
7
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated March 12, 1998, with respect to the
financial statements of Talk Visual Corporation (formerly known as Legacy
Software, Inc.) for the years ended December 31, 1996 and 1997 appearing in Talk
Visual Corporation?s Annual Report on Form 10-KSB/A 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. Our report
contains an explanatory paragraph regarding the Company?s ability to continue as
a going concern.
/s/BDO Seidman
--------------
BDO Seidman, LLP
Los Angeles, California
December 14, 1999
8
<PAGE>
CONSENT OF COUNSEL
The consent of Tory Haythe is contained in their opinion filed
as Exhibit 5 to this Registration Statement.
9
<PAGE>
INDEX TO EXHIBITS
================================================================================
Number Description of Exhibit Page
- ------ ---------------------- ----
4 Talk Visual Corporation 1999 Stock 11
Compensation Plan, as amended
- --------------------------------------------------------------------------------
5 Opinion of Tory Haythe 12
- --------------------------------------------------------------------------------
23(i) Consent of Mayer Rispler & Company, P.C.
(see "Consent of Independent Certified Public 7
Accountants" in the Registration Statement)
- --------------------------------------------------------------------------------
23(ii) Consent of BDO Seidman, LLP (see "Consent of
Independent Certified Public Accountants" in 8
the Registration Statement)
- --------------------------------------------------------------------------------
23(iii) Consent of Tory Haythe (contained 12
in Exhibit 5)
- --------------------------------------------------------------------------------
24 Power of Attorney (see Power of Attorney
in the Registrati-- Statement) 6
================================================================================
10
EXHIBIT 4
Talk Visual Corporation 1999 Stock Compensation Plan, As Amended
----------------------------------------------------------------
Effective June 1, 1999, the Board of Directors of Talk Visual
Corporation, a Nevada 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 1,300,000 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.
11
EXHIBIT 5
[LETTERHEAD OF TORY HAYTHE]
December 9, 1999
Talk Visual Corporation
3550 Biscayne Boulevard, Suite 704
Miami, Florida 33137
Dear Sirs:
We have acted as counsel for Talk Visual Corporation, a Nevada
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 980,000 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/ Tory Haythe
---------------
Tory Haythe
12
