<PAGE>
As filed with the Securities and Exchange Commission on January 11, 2000
===============================================================================
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)
Delaware 74-2849995
(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)
_________________________
AMERICAN TELESOURCE INTERNATIONAL, INC.
1998 STOCK OPTION PLAN
(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/(1)/ Per Share/(2)/ Offering Price Fee
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value 2,000,000 $0.63 $1,260,000 $350.28
==========================================================================================================================
</TABLE>
(1) Issuable upon the exercise of 1,982,300 options previously granted and
17,700 options yet to be granted, respectively, under the 1998 American
TeleSource International, Inc. 1998 Stock Option Plan.
(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.
We incorporate by reference the documents listed below and any future
filings made with the SEC under Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 until the filing of a post-effective amendment
to this Registration Statement on Form S-8:
(a) Our Annual Reports on Form 10-K for the year ended July 31, 1998 and
July 31, 1999;
(b) Our Quarterly Reports on Form 10-Q for the quarters ended October 31,
1998, January 31, 1999 and April 30, 1999 and October 31, 1999;
(c) Our Proxy Statements dated November 6, 1998 and October 25, 1999 for
our annual meeting of shareholders;
(d) The description of our common stock included in our Registration
Statement on Form S-4 filed on March 6, 1998.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
As permitted by Section 145 of the Delaware General Corporation Law, ATSI's
Amended and Restated Certificate of Incorporation includes a provision that
eliminates the personal liability of its directors for monetary damages for
breach or alleged breach of their duty of care. In addition, the DGCL and ATSI's
Bylaws provide for indemnification of ATSI's directors and officers for certain
liabilities and expenses that they may incur in such capacities. In general,
directors and officers are indemnified with respect to actions taken in good
faith in a manner reasonably believed to be in, or not opposed to, the best
interests of ATSI, and with respect to any criminal action or proceeding,
actions that the indemnitee had no reasonable cause to believe were unlawful.
ATSI has purchased insurance with respect to, among other things, the
liabilities that may arise under the provisions referred to above. The directors
and officers of ATSI are also insured against liabilities, including liabilities
arising under the Securities act of 1933, as amended, which might be incurred by
them in their capacities as directors and officers of ATSI and against which
they are not indemnified by ATSI.
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 Amended and Restated Certificate of Incorporation of the
Registrant*
<PAGE>
4.3 Bylaws of the Registrant*
4.7 American TeleSource International, Inc. 1998 Stock Option Plan**
5 Opinion regarding legality**
23 Consent of Arthur Andersen LLP**
24 Power of Attorney (included on signature page of this
Registration Statement).
_____________________________
* Previously filed.
** Filed herewith.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
A. Undertakings Regarding Amendments to this Prospectus and the
Registration Statement:
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 SEC 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" in the effective Registration
Statement; and
(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 the undertakings set forth in paragraphs (1)(A)(i)
and (ii) of this section 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 ATSI 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.
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. Undertaking Regarding Filings Incorporating Subsequent Exchange Act
Documents by Reference.
<PAGE>
ATSI hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of ATSI's Annual Report on Form
10-K pursuant to section 13(a) or section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of any employee benefit plan's
annual report pursuant to 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.
C. Undertaking in Respect of Indemnification.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
person of ATSI pursuant to the foregoing provisions, or otherwise, we have been
advised that in the opinion of the 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 ATSI of expenses incurred or paid by a director, officer or
controlling person of ATSI 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 Act and will
be governed by the final adjudication of such issue.
<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 January 11, 2000.
AMERICAN TELESOURCE INTERNATIONAL, INC.
By: /s/ H. Douglas Saathoff
--------------------------------------
H. Douglas Saathoff
Chief Financial 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 further
amendments to this Registration Statement (including further 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.
<TABLE>
<CAPTION>
Name Title Date
- ---- ----- ----
<S> <C> <C>
/s/ Arthur L. Smith Chairman of the Board of Directors January 11, 2000
- -------------------
Arthur L. Smith Chief Executive Officer and Director
/s/ H. Douglas Saathoff Chief Financial Officer January 11, 2000
- -----------------------
H. Douglas Saathoff Senior Vice President, Secretary and
Treasurer
/s/ Richard C. Benkendorf Director January 11, 2000
- -------------------------
Richard C. Benkendorf
/s/ Carlos K. Kauachi Director January 11, 2000
- ---------------------
Carlos K. Kauachi
/s/Murray R. Nye Director January 11, 2000
- ----------------
Murray R. Nye
/s/Tomas Revesz Director January 11, 2000
- ---------------
Tomas Revesz
/s/Robert B. Werner Director January 11, 2000
- -------------------
Robert B. Werner
</TABLE>
<PAGE>
EXHIBITS
INDEX TO EXHIBITS
-----------------
Exhibit No Description of Exhibit
- ---------- ----------------------
4.1 Form of Common Stock certificate of the Registrant*
4.2 Amended and Restated Certificate of Incorporation of the Registrant*
4.3 Bylaws of the Registrant*
4.7 American TeleSource International, Inc. 1998 Stock Option Plan**
5 Opinion regarding legality**
23 Consent of Arthur Andersen LLP**
24 Power of Attorney (included on signature page of this
Registration Statement).
_______________________________
* Previously filed.
** Filed herewith.
<PAGE>
Exhibit 4.7
AMERICAN TELESOURCE INTERNATIONAL, INC.
1998 STOCK OPTION PLAN
1. PURPOSE. The purpose of the American TeleSource International, Inc. 1998
-------
Stock Option Plan (this "Plan") is to promote the interest of American
TeleSource International, Inc., a Delaware corporation (the "Company"), and
its stockholders by providing an effective means to attract, retain and
increase the commitment of certain individuals and to provide such
individuals with additional incentive to contribute to the success of the
Company.
2. ELIGIBILITY. Options may be granted under the Plan to directors and
-----------
employees of, and advisors and consultants to, the Company, or of any
parent or subsidiary of the Company (if any) provided, however, in the case
of consultants or advisors, that such grant be in consideration of bona
fide services rendered by such consultant or advisor and such services not
be in connection with the offer or sale of securities in a capital-raising
transaction. The Committee (defined below) shall select from such eligible
class the individuals to whom Options shall be granted from time to time.
3. ADMINISTRATION OF THE PLAN. The Plan shall be administered by a committee
--------------------------
(the "Committee") consisting of at least two outside "non-employee
directors, " as defined in Rule 16b-3 ("Rule 16b-3") under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). A quorum of such
Committee shall consist of a majority of the members of such Committee, or
as may be otherwise provided in the Company's bylaws. The Committee shall
hold meetings at such times and places and conduct its business at such
meetings as it may determine, subject to any express provisions of the
Company's bylaws. Acts of a majority of the Committee members attending a
meeting at which a quorum is present, or such acts as are reduced to or
approved in writing by the majority of the members of the Committee, shall
be the valid acts of the Committee. The Committee shall from time to time
in its discretion determine which individuals shall be granted Options, the
amount of shares covered by such Options (as defined below), and certain
other specific terms and conditions of such Options subject to the terms
and conditions contained herein. Notwithstanding anything in this Plan to
the contrary, the full Board of Directors of the Company shall determine
whether any member of the Committee shall be granted Nonqualified Stock
Options (as defined below) under the Plan, the terms and provisions of the
respective agreements evidencing such options, the times at which such
options shall be granted, and the number of shares of Common Stock subject
to each such option and shall make all determinations under the Plan with
respect to such options (which determinations of the Board of Directors
shall be conclusive).The Committee shall have the sole authority and power,
subject to the express provisions and conditions hereof, to construe this
Plan and the Options granted hereunder, and to adopt, prescribe, amend, and
rescind rules and regulations relating to this Plan, and to make all
determinations necessary or advisable for administering this Plan. The
Committee shall also have the authority and power to modify any provision
of this Plan to render the Plan consistent with any amendments to Rule 16b-
3 or Form S-8 of the Securities Act of 1933, as amended (the "Securities
Act"), including amendments which permit the grant of Options on terms
which are less restrictive than the terms set forth herein. The
interpretation by the Committee of any provision of this Plan with respect
to any incentive stock option granted hereunder shall be in accordance with
section 422 of the Internal Revenue Code of 1986 and the regulations issued
thereunder, as amended from time to time (the "Internal Revenue Code"), in
order that the incentive stock options granted hereunder ("Incentive Stock
Options") shall constitute "incentive stock options" within the meaning of
section 422 of the Internal Revenue Code. Options granted under the Plan
which are not intended to be Incentive Stock Options are referred to herein
as "Nonqualified Stock Options." The term "Options" as used herein shall
refer to Incentive Stock Options and Nonqualified Stock
1
<PAGE>
Options, either collectively or without distinction. The interpretation and
construction by the Committee, if any, of any provisions of the Plan or of
any Option granted hereunder shall be final and conclusive. No member of
the Committee shall be liable for any action or determination made in good
faith with respect to the Plan or any Option granted hereunder.
4. SHARES SUBJECT TO THE PLAN. Subject to the provisions of Section 6, the
--------------------------
number of shares subject to Options granted hereunder shall not exceed
2,000,000 shares of the Company's authorized but unissued or reacquired
Common Stock (the "Common Stock"). Such number of shares shall be subject
to adjustment as provided in Section 6 below. Shares that by reason of the
expiration, termination, cancellation or surrender of an Option are no
longer subject to purchase pursuant to an Option granted under the Plan
(other than by reason of exercise of such Option) may be reoptioned
hereunder. The maximum number of shares of Common Stock for which Options
granted hereunder to an eligible person shall not exceed 50% of the total
number of shares authorized for issuance hereunder.
5. TERMS AND CONDITIONS.
--------------------
(A) Option Price. Each Option shall state the number of shares that may be
purchased thereunder, shall expressly designate such Option as an Incentive
Stock Option or a Nonqualified Stock Option, and shall state the option
price per share (the "Option Price") which shall be paid in the manner
specified in this Section 5(A) in order to exercise such Option. The
Option Price shall not be less than the lesser of (i) 100% of the fair
market value of a share on the date the Option is granted or (ii) the
average fair market value of a share during the 10-day trading period
immediately preceding the day the Option is granted (but not less than 85%
of the fair market value on the date of grant) with respect to any
Nonqualified Stock Option granted under the Plan. The Option Price shall
not be less than 100% of the fair market value of the shares on the date
the Option is granted with respect to any Incentive Stock Option.
For purposes of the Plan, the fair market value per share of
Common Stock on any date shall be deemed to be the closing price of a share
of Common Stock on the principal national securities exchange on which the
Common Stock is then listed or admitted to trading, if the Common Stock is
then listed or admitted to trading on any national securities exchange. The
closing price shall be the last reported sale price regular way, or, in
case no such sale takes place on such day, the average of the closing bid
and asked prices regular way, as reported by such exchange. If the Common
Stock is not then so listed on a national securities exchange, the fair
market value per share of Common Stock on any date shall be deemed to be
the closing price (the last reported sale price regular way) in the over-
the-counter market as reported by the Nasdaq National Market, if the Common
Stock closing price is then reported on the Nasdaq National Market, or, if
the Common Stock closing price of the Common Stock is not then reported by
the Nasdaq National Market, shall be deemed to be the mean of the highest
closing bid and lowest closing asked price of the Common Stock in the over-
the-counter market as reported on the Nasdaq Stock Market or, if the Common
Stock is not then quoted by Nasdaq Stock Market, as furnished by any member
of the National Association of Securities Dealers, Inc. selected from time
to time by the Company for that purpose. If no member of the National
Association of Securities Dealers, Inc. furnishes quotes with respect to
the Common Stock of the Company, such fair market value shall be determined
by resolution of the Committee. Notwithstanding the foregoing provisions of
this Section 5(A), if the Committee shall at any time determine that it is
impracticable to apply the foregoing methods of determining fair market
value, the Committee is empowered to adopt other reasonable methods for
such purpose. The Committee may, if it deems it appropriate, engage the
services of an independent qualified expert or experts to appraise the
value of the Common Stock.
Options under the Plan may be exercised by payment of the Option
Price per share in cash or, if the Common Stock is then registered under
the Exchange Act and an established
2
<PAGE>
market exists for the Common Stock, by delivery of the equivalent fair
market value of Common Stock or by a "cashless exercise" procedure in which
an Optionee is permitted to exercise an Option by arranging with the
Company and his or her broker to deliver the appropriate Option Price from
the concurrent market sale of the acquired shares, or a combination of the
foregoing (subject to the discretion of the Committee). An employee's
withholding tax due upon exercise of a Nonqualified Stock Option may be
satisfied either by a cash payment or the retention from the exercise of a
number of shares of Common Stock with a fair market value equal to the
required withholding tax, as the Committee may permit.
In addition, with respect to the exercise of any Nonqualified
Stock Option, the Committee (or an authorized representative) shall
advise the Optionee, upon receipt of notice of intent to exercise such
Option, of the income tax withholding consequences to such Optionee of
such exercise, the amount of the appropriate withholding tax and any
other payments due by reason thereof. Such Optionee must satisfy all
of the preceding payment requirements in order to receive stock upon
exercise of such Option.
(B) Option Period. Any Options granted pursuant to this Plan must be
-------------
granted within three years from the date the Plan was adopted by the
Board of Directors of the Company (September 9, 1998).
Each Option shall state the date upon which it is granted.
Subject to the requirements under the Internal Revenue Code with
respect to Incentive Stock Options, each Option shall be exercisable
at such times and during such period as is determined by the Committee
and set forth in the agreement evidencing the Option, but in no event
shall an Option be exercisable after the expiration of ten years from
the date of grant. Subject to such limitations, the Committee shall
have broad discretion to determine the circumstances under which each
Option shall become exercisable, remain exercisable and terminate, and
the Committee may waive any condition, restriction or limitation on
the exercisability or duration of any outstanding Option.
(C) Assignability. An Option granted pursuant to this Plan shall be
-------------
exercisable during the Optionee's lifetime only by the Optionee and
shall not be assignable or transferable by the Optionee (except with
the Committee's prior written approval, and only in any such
additional circumstances as shall not affect the Plan's qualification
with the requirements of the incentive stock option provisions of the
Internal Revenue Code, the requirements of Rule 16b-3 under the
Exchange Act, or the plan eligibility requirements for the use of Form
S-8 of the Securities Act), and shall not be subject to levy,
attachment or similar process. Upon any other attempt to transfer,
assign, pledge or otherwise dispose of Options granted under this
Plan, such Options shall immediately terminate and become null and
void.
(D) Limit on 10% Shareholders. No Incentive Stock Option may be granted
--------------------------
under this Plan to any individual who would, immediately after the
grant of such Incentive Stock Option directly or indirectly own more
than 10% of the total combined voting power of all classes of stock of
the Company or of any parent or subsidiary corporation unless (i) such
Incentive Stock Option is granted at an Option Price not less than
110% of the fair market value of a share on the date the Incentive
Stock Option is granted, and (ii) such Incentive Stock Option expires
on a date not later than five years from the date the Incentive Stock
Option is granted.
(E) Limits on Options. Except as provided herein, an individual may be
-----------------
granted one or more Options, provided that the aggregate fair market
value (determined as of the time the Option is granted) of Common
Stock for which an individual may be granted Incentive Stock Options
that are first exercisable in any calendar year (under all stock
option plans of the Company and any parent or subsidiary corporations,
if any) may not exceed $100,000 .
(F) Rights as Shareholder. An Optionee, or a transferee by will or
---------------------
inheritance of an Option, shall have no rights with respect to any
shares covered by an Option until the date of the issuance of a stock
certificate for such shares and the recording of such issuance upon
the Company's stock
3
<PAGE>
ledger by its duly appointed, regular transfer agent. No adjustment
shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distributions or other rights
for which the record date is prior to such date, except as provided in
Section 6 hereof.
(G) Additional Provisions. The Options granted under this Plan shall
---------------------
contain such other provisions as the Board or Committee shall deem
advisable, including, without limitation, further restrictions upon
the exercise of the Option. Any Incentive Stock Option shall contain
such limitations and restrictions upon the exercise of the Option as
shall be necessary in order that the Option shall be an "incentive
stock option" as defined in section 422 of the Internal Revenue Code.
(H) Compliance With Securities Laws. At the time of exercise of any
-------------------------------
Option, the Company may require the Optionee to execute any documents
or take any action which may then be necessary to comply with the
Securities Act and the rules and regulations adopted thereunder, or
any other applicable federal or state laws regulating the sale and
issuance of securities, and the Company may, if it deems necessary,
include provisions in the Options to assure such compliance. The
Company may from time to time change its requirements with respect to
enforcing compliance with federal and state securities laws, including
the request for, or insistence upon, letters of investment intent,
such requirements to be determined by the Company in its judgment as
necessary to assure compliance with such securities laws. Such changes
may be made with respect to any particular Option or to any stock
issued upon exercise thereof.
6. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event of any change in
------------------------------------------
the number of issued and outstanding shares of Common Stock which results from a
stock split, reverse stock split, the payment of a stock dividend or any other
change in the capital structure of the Company, such as a reorganization or
recapitalization, the Committee shall appropriately adjust (a) the maximum
number of shares which may be issued under this Plan, (b) the number of shares
subject to each outstanding Option, and (c) the Option Price per share thereof,
so that upon exercise of the Option the Optionee shall receive the same number
of shares the Optionee would have received had the Optionee been the holder of
all shares subject to such outstanding Options immediately before the effective
date of such change in the number of issued shares of the Common Stock of the
Company. Any such adjustment shall not result in or entitle the Optionee to the
issuance of fractional shares. Instead, appropriate adjustments to any such
Option and, in the aggregate, all other options of the Company of the same class
(that is, Incentive Stock Options or Nonqualified Stock Options) held by each
Optionee shall be made so that such Option and other options of the same class,
if any, held by any such Optionee cover the greatest whole number of shares of
the Common Stock which does not exceed the number of shares which would be
covered applying such adjustments in the absence of any restriction on the
issuance of fractional shares. Any excess fractional share shall be redeemed in
cash at the then-current fair market value of the Common Stock (determined as
provided in Section 5(A) hereof) multiplied by the appropriate fraction of a
share.
7. TERMINATION OR AMENDMENT OF THE PLAN. The Board of Directors may at any
------------------------------------
time suspend, amend, or terminate this Plan. No amendment may be adopted without
shareholder approval that will: (a) increase the number of shares of Common
Stock which may be issued under this Plan; (b) materially modify the
requirements as to eligibility for participation in this Plan, or (c) effect any
other change requiring shareholder approval under the Internal Revenue Code. No
amendment or termination of the Plan shall, without the consent of the Optionee,
materially decrease any rights or benefits under any Option previously granted
under this Plan.
4
<PAGE>
Exhibit 5
January 11, 2000
American TeleSource International, Inc.
12500 Network Boulevard, Suite 407
San Antonio, Texas 78249
Re: American TeleSource International, Inc. Registration Statement on Form
S-8 (the "Registration Statement")
Ladies and Gentlemen:
I have acted as counsel to American TeleSource International, Inc., a
Delaware corporation, ("ATSI") in connection with the registration of 2,000,000
shares of Common Stock of ATSI (the "Shares") on Form S-8. The Shares are
issuable upon exercise of options ("Options") granted under the American
TeleSource International, Inc. 1998 Stock Option Plan (the "Plan"). I am
furnishing this opinion in accordance with the requirements of Item 8(a) of Form
S-8.
I have reviewed those questions of law and that portion of ATSI's records
as I deemed necessary to provide this opinion. Based on the assumptions listed
below, I am of the opinion that the Shares, when issued in accordance with the
terms of the Plan and the terms of the grants of the Options, will be duly
authorized, validly issued, fully paid and nonassessable:
1. The Options will be exercised in accordance with applicable law;
2. At the time of the exercise of the Options, ATSI will have sufficient
authorized and unissued shares of common stock available for
issuance;
3. The Shares will be evidenced by appropriate certificates properly
executed and delivered;
4. The Options have been or will be granted in accordance with the terms
of the Plan;
I consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ Alice L. King
Alice L. King
Corporate Counsel
American TeleSource International, Inc.
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports dated
October 5, 1999 included in America TeleSource International, Inc.'s Annual
Report on Form 10-K for the fiscal year ended July 31, 1999, and to all
references to our Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
-----------------------
ARTHUR ANDERSEN LLP
San Antonio, Texas
January 10, 2000
