<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 16, 1998
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
------------------
AMERICAN TELESOURCE INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
ONTARIO 74-2698095
(State or other jurisdiction of (I.R.S. employer identification)
incorporation or organization)
12500 NETWORK BOULEVARD, SUITE 407
SAN ANTONIO, TEXAS 78249
(Address, including zip code, of principal executive offices)
-------------------------
AMENDED AND RESTATED
AMERICAN TELESOURCE INTERNATIONAL INC.
1997 STOCK OPTION PLAN
COMPENSATION AGREEMENT FOR EMPLOYEE
(Full title of the Plans)
-------------------------
ARTHUR L. SMITH, PRESIDENT
12500 NETWORK BOULEVARD, SUITE 407
SAN ANTONIO, TEXAS 78249
(210) 558-6090
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value... 4,912,000 shares(1) $0.62(2) $3,045,440(2) $922.86
================================================================================================
</TABLE>
(1) Issuable upon exercise of 4,882,000 options previously granted under the
Amended and Restated American TeleSource International Inc. 1997 Stock
Option Plan and 30,000 options previously granted under a compensation
agreement with an employee of the Registrant.
(2) Computed on the basis of the weighted average exercise price.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this Registration
Statement:
(a) The Registrant's Registration Statement on Form 10 (No. 000-23007)
filed on August 21, 1997, as amended by Amendment No. 1 thereto filed
on October 22, 1997;
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
October 31, 1997 and January 31, 1998, and the Registrant's Current
Report on Form 8-K filed on November 10, 1997;
(c) The description of the Registrant's Common Stock, no par value (the
"Common Stock"), contained in Amendment No. 1 to the Registrant's
Registration Statement on Form 10 (No. 000-23007) filed on October 22,
1997;
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and l5(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to this Registration Statement that
indicates that all Common Stock to which this Registration Statement relates has
been sold or that deregisters all Common Stock to which this Registration
Statement relates 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 such reports and 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.
Under the Ontario Business Corporations Act, the Registrant may indemnify a
present or former director or officer or a person who acts or acted at the
Registrant's request as a director or officer of another corporation of which
the Registrant is or was a stockholder or creditor, and his heirs and legal
representatives, against all costs, charges and expenses, including an amount
paid to settle an action or satisfy a judgment, reasonably incurred by him in
respect of any civil, criminal or administrative action or proceeding to which
he is made a party by reason of his position with the Registrant and provided
that the director or officer acted honestly and in good faith with a view to the
best interests of the Registrant and, in the case of a criminal or
administrative action or proceeding that is enforced by a monetary penalty, had
reasonable grounds for believing that his conduct was lawful. Such
indemnification may be made in connection with a derivative action only with
court approval. A director or officer is entitled to indemnification from the
Registrant as a matter of right if he was substantially successful on the merits
and fulfilled the conditions set forth above.
In accordance with the Ontario Business Corporations Act, the Bylaws of the
Registrant indemnify a director or officer, a former director or officer, or a
person who acts or acted at the Registrant's request as a director or officer of
a corporation in which the Registrant is or was a shareholder or creditor
against any and all losses and expenses reasonably incurred by him in respect of
any civil, criminal or administrative proceeding to which he was made a party by
reason of being or having been a director or officer of the Registrant or other
II-1
<PAGE>
corporation if he acted honestly and in good faith with a view to the best
interests of the Registrant or, in the case of a criminal or administrative
action or proceeding that is enforced by monetary penalty, he had reasonable
grounds to believe that his conduct was lawful.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provision, the Registrant has been informed
that in the opinion of the U.S. Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit No Description of Exhibit
- ---------- ----------------------
4.1 Form of Common Stock certificate of the Registrant.***
4.2 Articles of Amalgamation of the Registrant.*
4.3 Bylaws of the Registrant.*
4.4 Amended and Restated 1997 Stock Option Plan of the Registrant.**
4.5 Compensation Agreement for Employee. ***
5 Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.***
23 Consent of Arthur Andersen LLP.***
24 Power of Attorney (included on signature page of this Registration
Statement).
- ---------------------
* Filed as Exhibit to Registration Statement on Form S-4 (No. 333-05557) of
the Registrant filed June 7, 1996.
** Filed as Exhibit to Registration Statement on Form S-4 (No. 333-47511) of
the Registrant filed March 6, 1998.
*** Filed herewith.
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.
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 percent change
II-2
<PAGE>
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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)(l)(i) and (a)(l)(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
the offering.
(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 Section 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 Securities Act of 1933 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.
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<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 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 San Antonio, State of Texas on April 7, 1998.
AMERICAN TELESOURCE INTERNATIONAL INC.
By: /s/ Arthur L. Smith
------------------------------------
Arthur L. Smith
President and Chief Operating
Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Arthur L. Smith and H. Douglas Saathoff, and each of them, each with full power
to act without the other, his true and lawful attorneys-in-fact and agents, each
with full power of substitution and resubstitution for him and in his name,
place and stead, in any and all capacities, to sign any or all amendments to
this Registration Statement (including post-effective amendments), and to file
the same with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each of said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person hereby
ratifying and confirming that each of said attorneys-in-fact and agents or his
substitutes may lawfully do or cause to be done by virtue hereof.
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 below.
NAME TITLE DATE
- ---- ----- ----
/s/ Arthur L. Smith President, Chief Operating Officer April 7, 1998
- ------------------------- and Director
Arthur L. Smith
/s/ Murray R. Nye Chairman of the Board, Chief April 7, 1998
- ------------------------- Executive Officer and Director
Murray R. Nye (Principal Executive Officer)
/s/ H. Douglas Saathoff Secretary, Treasurer and Chief April 7, 1998
- ------------------------- Financial Officer (Principal
H. Douglas Saathoff Financial and Accounting Officer)
/s/ John Moses Director April 7, 1998
- -------------------------
John Moses
<PAGE>
EXHIBITS
INDEX TO EXHIBITS
-----------------
Exhibit No Description of Exhibit
- ---------- ----------------------
4.1 Form of Common Stock certificate of the Registrant.***
4.2 Articles of Amalgamation of the Registrant.*
4.3 Bylaws of the Registrant.*
4.4 Amended and Restated 1997 Stock Option Plan of the Registrant.**
4.5 Compensation Agreement for Employee.***
5 Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.***
23 Consent of Arthur Andersen LLP.***
24 Power of Attorney (included on signature page of this Registration
Statement).
- ---------------------
* Filed as Exhibit to Registration Statement on Form S-4 (No. 333-05557) of
the Registrant filed June 7, 1996.
** Filed as Exhibit to Registration Statement on Form S-4 (No. 333-47511) of
the Registrant filed March 6, 1998.
*** Filed herewith.
<PAGE>
EXHIBIT 4.1
NUMBER SHARES
AMERICAN TELESOURCE INTERNATIONAL INC.
AMALGAMATED UNDER THE LAWS OF THE PROVINCE OF ONTARIO
THIS CUSIP 029911 10 4
CERTIFIES
THAT
S P E C I M E N
IS THE
REGISTERED
HOLDER OF
FULLY PAID AND NON-ASSESSABLE COMMON SHARES WITHOUT PAR VALUE IN THE CAPITAL OF
AMERICAN TELESOURCE INTERNATIONAL INC.
transferable only on the books of the Corporation by the holder hereof in person
or by attorney upon surrender of this Certificate properly endorsed.
This Certificate is not valid until countersigned by the Transfer Agent and
Registrar of the Corporation.
IN WITNESS WHEREOF the Corporation has caused this Certificate to be signed by
its duly authorized officers.
DATED
COUNTERSIGNED AND REGISTERED
THE R-M TRUST COMPANY, TORONTO
TRANSFER AGENT AND REGISTRAR
BY:
--------------------------------------
CHAIRMAN AND CHIEF EXECUTIVE OFFICER SECRETARY-TREASURER AUTHORIZED OFFICER
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE TRANSFERABLE AT THE PRINCIPAL
OFFICE OF THE R-M TRUST COMPANY, TORONTO, ONTARIO.
<PAGE>
EXHIBIT 4.5
AGREEMENT REGARDING COMPENSATION OF EMPLOYEE
This Agreement ("Agreement") is entered into effective as of February 19,
1998, between American TeleSource International Inc., an Ontario, Canada,
corporation (the "Company"), and Karen Mella ("Mella").
In recognition of the future services of Mella as an employee of the
Company, and as an incentive to Mella to contribute to the future success of the
Company, the Company agrees that Mella shall be granted a nonqualified option to
purchase up to 30,000 shares of Common Stock, no par value, of the Company (the
"Common Stock"), at a purchase price of $2.03 per share. The parties hereto
acknowledge that such option is evidenced by that certain Nonqualified Stock
Option Agreement dated effective as of the effective date hereof between the
Company and Mella, a copy of which is attached hereto as Annex A.
-------
The undersigned parties have executed this Agreement effective as of the
date first written above.
AMERICAN TELESOURCE
INTERNATIONAL INC.
By: /s/ Arthur L. Smith
--------------------------
Arthur L. Smith, President
/s/ Karen Mella
--------------------------
KAREN MELLA
<PAGE>
EXHIBIT 5
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
1500 NATIONSBANK PLAZA
300 CONVENT STREET
SAN ANTONIO, TEXAS 78205
(210)281-7000
April 10, 1998
AMERICAN TELESOURCE INTERNATIONAL INC.
12500 Network Boulevard, Suite 407
San Antonio, Texas 78249
Gentlemen:
We have acted as counsel to AMERICAN TELESOURCE INTERNATIONAL INC. (the
"Company") in connection with the preparation for filing with the Securities and
Exchange Commission of a Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended. The Registration
Statement relates to 4,912,000 shares of the Company's Common Stock, no par
value (the "Common Stock"), 4,882,000 shares of which are issuable upon exercise
of options granted under the Amended and Restated American TeleSource
International Inc. 1997 Stock Option Plan (the "Plan") and 30,000 shares of
which are issuable upon exercise of options granted to an employee of the
Registrant pursuant to a compensation agreement (the "Compensation Agreement")
with such employee. The shares to be issued upon exercise of the options granted
under the Plan and pursuant to the Compensation Agreement are herein
collectively referred to as the "Option Shares."
We have examined such corporate records, documents, instruments and
certificates of the Company, have received such representations from the
officers and directors of the Company, and have reviewed such questions of law
as we have deemed necessary, relevant or appropriate to enable us to render the
opinion expressed herein. In such examination, we have assumed the genuineness
of all signatures and the authenticity of all documents, instruments, records
and certificates submitted to us as originals.
We have further assumed that:
(i) all applicable state securities laws will have been complied with in
connection with each option exercise;
(ii) at the time of issuance of the shares of Common Stock issuable upon
exercise of options granted under the Plan and pursuant to the
Compensation Agreement, the Company will have sufficient authorized
and unissued shares of Common Stock available for issuance;
(iii) the options granted under the Plan will be exercised in accordance
with the terms of the Plan, the governing option agreements and any
other applicable agreements and documents;
(iv) the options granted pursuant to the Compensation Agreement will be
exercised in accordance with the terms of the Compensation Agreement,
the governing option agreement and any other applicable agreements
and documents;
(v) the shares of Common Stock issued upon exercise of options granted
under the Plan and the Compensation Agreement will be evidenced by
appropriate certificates properly executed and delivered;
<PAGE>
AMERICAN TELESOURCE INTERNATIONAL INC.
April 10, 1998
Page 2
- --------------------------------------
(vi) the options granted under the Plan and pursuant to the Compensation
Agreement (and the related option agreements and any other governing
agreements) were duly authorized and constitute the valid and
binding obligations of the Company, enforceable in accordance with
their respective terms, and are entitled to the benefits provided by
the Plan or the Compensation Agreement, as applicable;
(vii) all options granted under the Plan and pursuant to the Compensation
Agreement were granted at an exercise price per share in excess of
the par value per share of the Common Stock;
(viii) the Plan was duly adopted in accordance with applicable law and all
options granted thereunder were granted in accordance with the terms
of the Plan; and
(ix) the Compensation Agreement was duly adopted in accordance with and
complies with applicable law.
Based upon the foregoing, we are of the opinion that the Option Shares
will, if, as, and when the options granted under the Plan or pursuant to the
Compensation Agreement, as applicable, are exercised, and upon issuance and
delivery of the Option Shares against payment therefor in the manner
contemplated by the Plan or the Compensation Agreement, as applicable, and, in
each case, the related governing option agreements, be validly issued, fully
paid and nonassessable shares of Common Stock of the Company.
We consent to the filing of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
Board of Directors
AMERICAN TELESOURCE INTERNATIONAL INC.
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our reports dated October 3, 1997
included in America TeleSource International Inc.'s (the Company) Form 10
Amendment No. 1 (File No. 000-23007) filed on October 22, 1997 and our report
dated October 24, 1997 contained in the Company's Current Report on Form 8-K
filed on November 10, 1997, and to all references to our firm included in this
Registration Statement.
ARTHUR ANDERSEN LLP
San Antonio, Texas
April 7, 1998
