As filed with the Securities and Exchange Commission on February 2, 2000
Registration No. 333-_______
----------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------------------------------
WORLD CALLNET, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
75-2468002
(IRS Employer Identification Number)
Brecon House, Meridian Gate, 207 Marsh Wall, London E14 9YT
(Address of principal executive offices)
PAUL GOODMAN-SIMPSON
BRECON HOUSE, MERIDIAN GATE
207 MARSH WALL
LONDON E14 9YT
(Name and address of agent for service)
0171 335-8300
(Telephone number, including area code of agent for service)
CONSULTING AGREEMENTS
(Full title of the Plan)
-------------------------------------------------------------
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after
the effective date of this Registration Statement.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================= ====================== ======================= ====================== =======================
<S> <C> <C> <C> <C>
Proposed maximum Proposed maximum
Title of each class offering price per aggregate offering
of securities to be registered Amount to be share* price Amount of
registered registration fee
- --------------------------------- ---------------------- ----------------------- ---------------------- -----------------------
Common Stock, $.001 par value 150,000 $3.625 $543,750 $143.55
per share**
================================= ====================== ======================= ====================== =======================
</TABLE>
*Estimated pursuant to Rule 457(c) solely for purposes of calculating amount of
registration fee, based upon the closing price reported on January 21, 2000, as
reported on the Over-the-Counter Bulletin Board.
**Represents shares of common stock issuable upon exercise of common stock
purchase warrants.
<PAGE>
PART I
Item 1. Plan Information.
The documents containing the information specified in Item 1 will be
sent or given to participants in the Registrant's Consulting Agreements as
specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act"). Such documents are not required to be and are not filed with
the Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
Item 2. Registrant Information and Employee Plan and Non-Employee Directors
Plan Annual Information.
Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in this Section 10(a) Prospectus), other documents
required to be delivered to eligible employees pursuant to Rule 428(b) or
additional information about the Consulting Agreements are available without
charge by contacting:
World CallNet, Inc.
Brecon House, Meridian Gate
207 Marsh Wall
London E14 9YT, England
Attn: Paul Goodman-Simpson
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this Registration
Statement the documents listed below. In addition, all documents subsequently
filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act"), 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 into this Registration Statement and to be a part
hereof from the date of filing of such documents:
o Reference is made to the Registrant's annual report on Form
10-KSB, as filed with the Commission on January 13, 1999, which
is hereby incorporated by reference.
o The class of securities to be offered hereby is registered under
Section 12 of the Exchange Act. A description of the Registrant's
securities is set forth in Item 11 of its Amendment Number 1 to
Form 10-SB, dated August 12, 1997.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
The balance sheet and financial statements of World CallNet, Inc. for
the year ended September 30, 1999 and the period from January 23, 1998 (date of
inception) to September 30, 1998, have been incorporated by reference herein and
in the registration statement in reliance upon the reports of Hein + Associates
LLP, independent certified public accountants, also incorporated by reference
herein, and upon the authority of such firm as experts in accounting and
auditing. The validity of the shares of common stock offered hereby will be
passed upon for the Registrant by Sichenzia, Ross & Friedman, LLP, 135 West 50th
Street, 20th Floor, New York, NY 10020.
2
<PAGE>
Item 6. Indemnification of Directors and Officers.
The Registrant's Certificate of Incorporation limits, to the maximum
extent permitted by Delaware law, the personal liability of directors for
monetary damages for breach of their fiduciary duties as a director. The
Registrant's Bylaws provided that the Registrant shall indemnify its officers
and directors and may indemnify its employees and other agents to the fullest
extent permitted by Delaware law.
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify a director, officer, employee or agent made a party to
an action by reason of that fact that he or she was a director, officer employee
or agent of the corporation or was serving at the request of the corporation
against expenses actually and reasonably incurred by him or her in connection
with such action if he or she acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
corporation and with respect to any criminal action, had no reasonable cause to
believe his or her conduct was unlawful.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been advised
that in the opinion of the Commission, such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following documents are filed as Exhibits to this Registration
Statement:
EXHIBIT
NUMBER EXHIBIT
------- -------
4.1 Warrant Agreement with James F. Smith.
5.1 Opinion of Sichenzia Ross & Friedman, LLP
23.1 Consent of Hein + Associates LLP, Independent Accountants
23.2 Consent of Sichenzia Ross & Friedman, LLP is contained in
Exhibit 5.1.
24.1 Power of Attorney (included in the Signature Page).
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:
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;
(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
<PAGE>
(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 herein, 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 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 the Act and will
be governed by the final adjudication of such issue.
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 London, England, on this 28th day of January,
2000.
WORLD CALLNET, INC.
By:/s/Paul Goodman-Simpson
----------------------------
Paul Goodman-Simpson, President
and Chief Executive Officer
4
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of World CallNet, Inc.,
a Delaware corporation, do hereby constitute and appoint Paul Goodman-Simpson
the lawful attorney in-fact and agent with full power and authority to do any
and all acts and things and to execute any and all instruments which said
attorney and agent, determine may be necessary or advisable or required to
enable said corporation to comply with the Securities Act of 1933, as amended,
and any rules or regulations or requirements of the Securities and Exchange
Commission in connection with this Registration Statement. Without limiting the
generality of the foregoing power and authority, the powers granted include the
power and authority to sign the names of the undersigned officers and directors
in the capacities indicated below to this Registration Statement, and to any and
all instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and each of the
undersigned hereby ratifies and confirms that said attorney and agent, shall do
or cause to be done by virtue thereof. This Power of Attorney may be signed in
several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power
of Attorney and pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities on January 28, 2000.
Signature Title
--------- -----
/s/Paul Goodman-Simpson President, Chief Executive Officer
- ------------------------- and Director
Paul Goodman-Simpson
/s/ Aaron Goodman-Simpson Vice-President and Chief Financial
- ------------------------- Officer (Principal Financial Officer)
Aaron Goodman-Simpson and Director
/s/ Keith Goodyer Vice-President and
- ------------------------- Director
Keith Goodyer
5
This Warrant, and the securities issuable upon the exercise of this Warrant,
have not been registered under the Securities Act of 1933, as amended
("Securities Act"), and may not be sold, transferred or otherwise disposed of
unless (i) the Shares are registered under the Securities Act of 1933 and the
securities act of any state applicable to such sale, or (ii) the proposed seller
provides the Company with an opinion of counsel that the securities are being
sold in a transaction which is except from the registration requirements of the
Securities Act of 1933 and any applicable state securities acts and the Company
is satisfied that no registration statement is then required and that this
Warrant and the underlying securities may be sold, transferred or otherwise
disposed of in the manner contemplated without registration under the Securities
Act of 1933 or any state securities act .
WARRANT TO PURCHASE SHARES
OF COMMON STOCK OF
WORLD CALLNET, INC.
No. 27
Warrant to Purchase
VOID AFTER 5:00 P.M., CENTRAL TIME
December 31, 2000
FOR VALUE World CallNet, Inc., a corporation organized under the laws
of Delaware (the "Company"), promises to issue in the name of, and sell and
deliver to JAMES F. SMITH (the "Holder"), a certificate or certificates for an
aggregate of 150,000 shares of common stock (the "Shares"), at any time on or
after December 31, 1999, and prior to 5:00 P.M., Central Time on December 31,
2000 (the "Expiration Date"), upon payment therefor of $1.50 per Share in lawful
funds of the United States of America, such amount (the "Basic Exercise Price")
being subject to adjustment in the circumstances set forth herein below. This
applicable Basic Exercise Price, until such adjustment is made and thereafter as
adjusted from time to time, is called the "Exercise Price."
THIS WARRANT MAY NOT BE ASSIGNED, SOLD, TRANSFERRED, PLEDGED,
HYPOTHECATED, OR OTHERWISE ENCUMBERED OR OTHERWISE DISPOSED OF (EXCEPT FOR
ASSIGNMENT TO AFFILIATES OR FAMILY MEMBERS OF HOLDER). IT MAY NOT BE ASSIGNED,
SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ENCUMBERED OR DISPOSED OF
BY THE HOLDER, EXCEPT BY THE HOLDER'S EXERCISE HEREOF AS SET FORTH HEREIN
FOLLOWING DUE REGISTRATION UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS,
OR IN TWO TRANSACTIONS EXEMPT FROM SUCH REGISTRATION.
1. Exercise of Warrant. In case the Holder of this Warrant shall desire
to exercise this Warrant in whole or in part, the Holder shall surrender this
Warrant, with the form of exercise notice on the last page hereof duly executed
by the Holder, to the Company accompanied by payment of the Exercise Price of
$1.50 per Share, subject to adjustment as noted herein.
This Warrant may be exercise in whole or in part but not for fractional
shares. In case of the exercise in part only, the Company will deliver to the
Holder a new Warrant of like tenor in the name of the Holder evidencing the
WARRANT TO PURCHASE - Page 1
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right to purchase the number of Shares as to which this Warrant has not been
exercised. This Warrant, at any time prior to the exercise hereof, upon
presentation and surrender to the Company may be exchanged, along or with other
Warrants of like tenor registered in the name of the same Holder, for another
Warrant or other Warrants of like tenor in the name of such Holder exercisable
for the same aggregate number of Shares as the Warrant or Warrants surrendered.
2. Registration Rights. In the event the Company files a registration
for the registration or sale of any Shares with the United States Securities and
Exchange Commission or under the laws of any State after December 31, 1999, the
Company agrees, at the Company's expense, to register this Warrant and the
underlying shares.
3. Stock Dividends, Reclassification, Reorganizations, Anti-Dilution
Provisions. This Warrant is subject to the following further provisions:
a. In case, prior to the expiration of this Warrant by
exercise or by its terms, the Company shall issue any shares of its Common Stock
as a stock dividend or subdivide the number of outstanding shares of Common
stock into a greater number of shares, then, in such case, the number of shares
of Common Stock issuable upon conversion of the Shares underlying this Warrant
shall be proportionately increased; and conversely, in the event the Company
shall contract the number of outstanding shares of Common Stock by combining
such shares of Common Stock into a smaller number of shares of Common Stock
then, in such case, the number of shares of Common Stock issuable upon
conversion of the Shares underlying this Warrant shall be proportionately
decreased. If the Company shall, at any time during the life of this Warrant,
declare a dividend payable in cash on its Common Stock and shall at
substantially the same time offer to its stockholders generally a right to
purchase new shares of Common Stock from the proceeds of such dividend or for an
amount substantially equal to the dividend, all shares of Common stock so issued
shall, for the purpose of this Warrant, be deemed to have been issued as a stock
dividend. Any dividend paid or distributed upon the Common stock in shares of
any other class of securities convertible into shares of Common Stock or any
other securities shall be treated as a dividend paid in Common Stock to the
extent that shares of Common Stock are issuable upon the conversion thereof.
b. In case, prior to the expiration of this Warrant by
exercise or by its terms, the Company shall be recapitalized by reclassifying
its outstanding Common Stock into shares with a different par value, or shall
thereafter reclassify any such shares in a like manner, or the Company or a
successor corporation shall consolidate, or merge with or convey all or
substantially all of its, or all or substantially all of any successor
corporation's, property and assets to any other corporation or corporation (any
such corporation being included within the meaning of the term "successor
corporation" hereinbefore used in the event of any consolidation or merger of
any such corporation with, or the sale of all or substantially all of the
property of any such corporation to another corporation or corporations), the
Holder shall thereafter have the right to purchase, pursuant to and under the
terms and conditions and during the time specified in this Warrant, in lieu of
the shares of Common Stock issuable upon conversion of the Shares underlying
WARRANT TO PURCHASE - Page 2
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<PAGE>
this Warrant and that are purchasable upon the exercise of this Warrant, such
shares of Common Stock, securities or assets as may be issued upon conversion of
the Shares theretofore underlying this Warrant, upon the exercise of this
Warrant, had such recapitalization, consolidation, merger or conveyance not
taken place; and, in any such event, the rights of the Holder to an adjustment
in the number of shares of Common Stock underlying the Shares underlying this
Warrant and that purchasable upon the exercise of this Warrant as herein
provided, shall continue and be preserved in respect to any shares, securities
or assets which the Holder of this Warrant becomes entitled to purchase.
c. Upon the occurrence of each event requiring an adjustment
of the Exercise Price or of the number of shares of Common Stock issuable upon
conversion of the Shares underlying this Warrant that are purchasable pursuant
to this Warrant in accordance with, and as required by, the terms of Subsection
(a) of this Section 3, the Company shall use its best efforts to forthwith cause
either a firm of independent certified public accountants (who may be the
regular accountants for the Company) or the Chief Financial Officer of the
Company to compute the adjusted Exercise Price or the adjusted number of shares
of Common Stock issuable upon conversion of the Shares issuable upon exercise of
this Warrant by reason of such event in accordance with the provisions of
Subsection (a) or (b). The Company shall forthwith mail to the Holder of this
Warrant a copy of such computation, which shall be conclusive and shall be
binding upon such Holder unless contested by such Holder by written notice to
the Company within 14 days after the mailing thereof by the Company.
d. In case:
(1) the Company shall make a record of the holders of its
Common Stock for the purpose of entitling them to receive a dividend payable
(whether payable in cash, securities, property or in any other form); or
(2) the Company shall make a record of the holders of its
Common Stock for the purpose of entitling them to subscribe for or purchase any
shares of any class or to receive any other rights; or
(3) the Company shall set a date for any reclassification or
other reorganization of the capital stock of the Company, consolidation or
merger of the Company with or into another corporation, or conveyance of all or
substantially all of the assets of the Company; or
(4) the Company shall set a date for the voluntary or
involuntary dissolution, liquidation or winding upon of the Company; then, in
any such case, the Company shall mail to the Holder of this Warrant, at least 30
days prior to such record date or the date set for any actions described in
subparagraphs (d)(1) through (d) (3) above, a notice advising such Holder of the
date or expected date on which a record is to be taken for the purpose of such
dividend, distribution of rights or the date on which such reclassification,
WARRANT TO PURCHASE - Page 3
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<PAGE>
reorganization, consolidation, merger, conveyance, dissolution, liquidation or
winding up is to take place, as the case may be. Such notice shall also specify
the date or expected date, if any is to be fixed, as of which holders of Common
Stock of record shall be entitled to participate in said dividend, distribution
of rights, or shall be entitled to exchange their shares of Common Stock for
securities or other property deliverable upon such reclassification,
reorganization, consolidation, merger, conveyance, dissolution, liquidation or
winding up, as the case may be. Each such written notice shall be given by
certified mail, postage prepaid, return receipt requested, addressed to the
holder of the Warrant at the address of such holder as shown on the books of the
Company.
e. In case the Company, at any time while this Warrant shall
remain valid and unexercised, shall sell more than one-half of its property, or
dissolve, liquidate or wind up its affairs or sell or dispose of all or any part
of the assets, securities or property of any wholly-owned subsidiary, the Holder
of this Warrant shall thereafter be entitled to receive upon exercise hereof (in
lieu of such shares of Common Stock underlying the Shares underlying this
Warrant) and the same kind and amount of any securities or assets as may be
issuable, distributable or payable upon any such sale, dissolution, liquidation
or winding up with respect to such number of shares of Common Stock of the
Company as would otherwise have been issuable upon conversion of the Shares
underlying this Warrant. The Company shall mail notice thereof by registered
mail to the Holder and shall make no distribution to the shareholders of the
Company until the expiration of thirty (30) days from the date of such mailing;
provided, however, that in any such event if the Holder shall not exercise this
Warrant within thirty (30) days from the date of mailing such notice, all rights
herein granted not so exercised within such thirty (30) day period shall
thereafter become null and void. The Company shall not, however, be prevented
from consummating any such sale without awaiting the expiration of such thirty
(30) day period, it being the intent and purposes hereof to enable the Holder
upon exercise of this Warrant to participate in the distribution of the
consideration to be received by the Company upon any such sale or in the
distribution of assets upon any dissolution or liquidation of the Company.
f. In the event the Company, at any time while this Warrant
shall remain valid and unexercised, shall propose to declare any partial
liquidating dividend, it shall notify the Holder of this Warrant as set forth in
Subsection (d) of this Section 3. The term "partial liquidating dividend" shall
include a dividend in cash or other property of an amount that, together with
all other dividends in cash or other property paid or declared and set aside for
payment, is equal to or greater than 40% of the cumulative consolidated net
income of the Company subsequent to one year form the date hereof.
g. The provisions of this Section 3 are for the purpose of,
and shall be interpreted to the effect that, upon any exercise of this Warrant,
the Holder shall be entitled to receive the same amount and kind of securities
and other property that it would have been entitled to receive as the owner at
all times subsequent to the date hereof of the number of shares of Common Stock
issuable upon conversion of the Shares purchased upon any such exercise.
WARRANT TO PURCHASE - Page 4
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<PAGE>
4. Covenants of the Company. The Company hereby covenants and agrees
that prior to the expiration of this Warrant by exercise or by its terms:
a. The Company will not by amendment of its Articles of
Incorporation, as they may currently exist, or through reorganization,
consolidation, merger, dissolution, or sale of assets, or by any other voluntary
act or deed, avoid or seek to avoid the observance or performance of any of the
covenants, stipulations or conditions to be observed or performed hereunder by
the Company, but will at all times in good faith assist, insofar as it is able,
in the carrying out of all provisions of this Warrant and in the taking of all
other actions that may be necessary in order to protect the rights of the Holder
against dilution.
b. If at any time or from time to time, the Company shall,
by subdivision, consolidation or reclassification of shares, or otherwise,
change as a whole the outstanding shares of Common Stock into a different number
or class of shares, the number and class of shares as so changed shall, for the
purpose of each Warrant and the terms and conditions hereof, replace the shares
outstanding immediately prior to such change, and the Warrant purchase price in
effect, and the number of Shares purchasable under each Warrant, immediately
prior to the date on which such change shall become effective, shall be
proportionately adjusted.
c. Irrespective of any adjustment or change in the Warrant
purchase price, the number of shares of Common Stock issuable pon conversion of
the Shares actually purchasable under each Warrant of like tenor, the Warrants
theretofore and thereafter issued may continue to express the Warrant purchase
price per Share and the number of Shares purchasable thereunder as the Warrant
purchase price per Share and the number of Shares purchasable were expressed on
the Warrants when initially issued.
d. If at any time while any Warrant is outstanding the
Company consolidates with or merges into another corporation, firm or entity, or
otherwise enters into a form of business combination, the Holder, upon exercise
hereof, shall be entitled to purchase, with respect to each share of Common
Stock issuable upon conversion of Shares purchasable hereunder, that number of
shares to which a holder of one (1) share of Common Stock would have been
entitled upon the occurrence of such business combination without any change in,
or payment in addition to, the Warrant purchase price in effect immediately
prior to such merger or consolidation, and the Company shall take such steps in
connection with such consolidation or merger as may be necessary to assure that
all the provisions of each Warrant shall thereafter be applicable, as nearly as
reasonably may be, in relation to any securities or property thereafter
deliverable upon the exercise of each Warrant. The Company shall not effect any
such consolidation, merger or other form of business combination unless, prior
to the consummation thereof, the successor corporation (if other than the
Company) resulting therefrom shall assume, by written instrument executed and
mailed to the registered holder of each Warrant at the address of such holder
shown on the books of the Company, the obligation to deliver to such holder such
securities or property such holder shall be entitled to purchase in accordance
with the foregoing provisions.
WARRANT TO PURCHASE - Page 5
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e. Upon the happening of any event requiring an adjustment
of the Warrant purchase price hereunder, the Company shall forthwith give
written notice thereof to the registered Holder of each Warrant, stating the
adjusted Warrant purchase price and the adjusted number of shares of Common
Stock issuable upon conversion of shares purchasable upon the exercise thereof
resulting from such event, and setting forth in reasonable detail the method of
calculation. The certificate of either the Company's independent certified
public accountants or Chief Financial Officer shall be conclusive evidence of
the correctness of any computation made hereunder unless contested by a Holder
by written notice to the Company within 14 days after the mailing thereof by the
Company. Notice pursuant to this paragraph shall be given by certified mail,
postage prepaid, return receipt requested, addressed to the registered holder of
each Warrant at the address of such holder appearing in the records of the
Company.
f.The Company shall at all times reserve and keep available,
out of its authorized and unissued capital stock, solely for the purpose of
providing for the exercise, forthwith upon the request of the Holder of the
Warrant(s) then outstanding and in effect, such numbers of shares of Common
Stock as shall, from time to time, be sufficient for the conversion of Shares
upon such exercise of the Warrants. The Company shall, from time to time, in
accordance with the laws of the State of Delaware, increase the authorized
amount of its capital stock, if at any time the number of shares of Common
remaining unissued and unreserved for other purposes shall not be sufficient to
permit the exercise of the Warrants then outstanding and in effect.
g. The Company covenants and agrees that all shares that may
be issued upon the exercise of the rights represented by this Warrant will, upon
issuance, be validly issued, fully paid and non-assessable, and free from all
taxes, liens and charges with respect to the issue thereof (other than taxes in
respect of any transfer occurring contemporaneously with such issue). The
Company further covenants and agrees that, during the period within which the
rights represented by this Warrant may be exercise, the Company will at all
times have authorized and reserved a sufficient number of shares of its Common
Stock to provide for the conversion and exercise of the rights represented by
this Warrant.
5. Loss, Theft, Destruction or Mutilation. In case this Warrant
shall become mutilated or defaced or be destroyed, lost or stolen, the Company
shall execute and deliver a new Warrant in exchange for and upon surrender and
cancellation of such mutilated or defaced Warrant or in lieu of and substitution
of such Warrant so destroyed, lost or stolen, upon the Holder of such Warrant
filing with the Company such evidence satisfactory to it that such Warrant has
been so mutilated, defaced, destroyed, lost or stolen and of the ownership
thereof by the Holder; provided, however, that the Company shall be entitled, as
a condition to the execution and delivery of such new Warrant, to demand
indemnity satisfactory to it and payment of expenses and charges incurred in
connection with the delivery of such new Warrant, except that no bond shall be
required from the Holder. All Warrants so surrendered to the Company shall be
canceled.
6. Record Owner. At the time of the surrender of this Warrant, together
with the form of subscription properly executed and payment of the Exercise
Price, the person exercising this Warrant shall be deemed to be the Holder of
WARRANT TO PURCHASE - Page 6
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<PAGE>
record of the shares of Common Stock deliverable upon such exercise, in whole or
in part, notwithstanding that the stock transfer of the Company shall then be
closed or that certificates representing such shares of Common Stock shall not
then be actually delivered to such person. The Company will pay all taxes with
respect to the issuance of this Warrant or the shares of Common Stock issuable
upon exercise hereof, or thereof.
7. Fractional Shares. No fractional Shares, fractional shares or scrip
representing fractional shares of Common Stock shall be issued upon the exercise
of this Warrant or conversion of the Shares. With respect to any fraction of a
Share called for on such exercise, the Holder may elect to receive, and the
Company shall pay to the Holder, an amount in cash equal to such fraction
multiplied by the Exercise Price. In the alternative, the Holder may elect to
remit to the Company an amount in cash equal to the difference between such
fraction and one, multiplied by the Exercise Price, and the Company will issue
the Holder one share of Preferred Stock in addition to the number of whole
shares required by the exercise of the Warrant; provided, however, that the
Company shall not be obligated by the operation of this Section 8 to issue
Shares in the aggregate exceeding the number of shares duly registered in
accordance with the applicable federal and state securities laws or as to which
an exemption from registration has been determined to be available.
8. Original Issue Taxes. The Company will pay all United States,
state and local (but not foreign) original issue taxes, if any, upon the
issuance of this Warrant or the Shares deliverable upon exercise hereof or the
shares of Common Stock upon conversion of the Shares.
9. Mailing of notices, etc. All notices and other communications from
the Company to the Holder of this Warrant shall be mailed by first-class
registered or certified mail, return receipt requested, postage prepaid, to the
Holder, at the address set forth in the records of the Company, or to such other
address furnished to the Company in writing from time to time by the Holder of
this Warrant. All notices from the Holder of this Warrant to the Company shall
be mailed to the Company at World CallNet, Inc., Beacon House, Meridian Gate,
207 Marsh Wall, London, E14 9YT, United Kingdom, Attention: Paul
Goodman-Simpson, President.
10. Registration Under the Securities Act of 1933. This Warrant
and the Shares issuable upon exercise of this Warrant have not been registered
under the Securities Act or the securities acts of any state or foreign country
by virtue of the Registration Statement. This Warrant and all replacement
Warrants and all Shares issued upon exercise of the Warrant shall bear the
following legend (unless a current registration statement for such shares is in
effect):
This Warrant, and the securities issuable upon the exercise
of this Warrant, have not been registered under the
Securities Act of 1933, as amended ("Securities Act"), and
may not be sold, transferred or otherwise disposed of unless
(i) the Shares are registered under the Securities Act of
1933 and the securities act of any state applicable to such
sale, or (ii) the proposed seller provides the Company with
an opinion of counsel that the securities are being sold in
a transaction which is except from the registration
requirements of the Securities Act of 1933 and any
WARRANT TO PURCHASE - Page 7
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<PAGE>
applicable state securities acts and the Company is
satisfied that no registration statement is then required
and that this Warrant and the underlying securities may be
sold, transferred or otherwise disposed of in the manner
contemplated without registration under the Securities Act
of 1933 or any state securities act.
11. Laws of the State of Delaware. This Warrant shall be governed by,
interpreted under and construed in all respects in accordance with the laws of
the State of Delaware, irrespective of the place of domicile or residence of any
party. In the event of a controversy arising out of the interpretation,
construction, performance or breach of this Warrant, the parties hereby agree
and consent to the jurisdiction and venue of any State or Federal court of
competent jurisdiction.
12. Entire Agreement and Modification. The Company and the Holder of
this Warrant hereby represent and warrant that this Warrant is intended to and
does contain and embody all of the understandings and agreements, both written
and oral, of the parties hereto with respect to the subject matter of this
Warrant, and that there exists no oral agreement or understanding, express or
implied, whereby the absolute, final and unconditional character nature of this
Warrant shall be in any way invalidated, empowered or affected. A modification
or waiver of any of the terms, conditions or provisions of this Warrant shall be
effective only if made in writing and executed with the same formality as this
Warrant.
This Warrant will become wholly void and of no effect and the
rights evidenced hereby will terminate unless exercised in accordance with the
terms and provision hereof at or before 5:00 P.M., London Time, on the
Expiration Date.
IN WITNESS WHEREOF, the Company by its duly authorized officer
has executed this Warrant on this 16th day of May, 1999
Attest: World CallNet, Inc
________________________ By: /s/ Paul Goodman-Simpson
-----------------------------------
Paul Goodman-Simpson, President
WARRANT TO PURCHASE - Page 8
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<PAGE>
FORM OF EXERCISE
----------------
The undersigned hereby irremovably elects to exercise the purchase
rights represented by this Warrant for, and to purchase thereunder, ________
Shares of World CallNet, Inc., a corporation, and herewith makes payment of
$1.50 per Share, or a total of $______ therefor, and requests that such Shares
be issued to:
- ----------------------------------------------------------
(Print Name)
- ----------------------------------------------------------
(Address)
- ----------------------------------------------------------
(Taxpayer Identification Number)
Dated:_____________ _________________________________________
(Signature must conform in all respects to
name of holder as specified on the face
of the Warrant)
WARRANT TO PURCHASE - Page 9
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SICHENZIA, ROSS & FRIEDMAN LLP
Attorneys At Law
135 West 50th Street, 20th Floor
New York, New York 10020
---------------------
Telephone: (212) 664-1200
Facsimile: (212) 664-7329
E-Mail: [email protected]
January 26, 2000
VIA ELECTRONIC TRANSMISSION
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: World CallNet, Inc.
Form S-8 Registration Statement
Ladies and Gentlemen:
We refer to the above-captioned registration statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act"), filed by World CallNet, Inc., a Delaware corporation (the "Company"),
with the Securities and Exchange Commission.
We have examined the originals, photocopies, certified copies or other
evidence of such records of the Company, certificates of officers of the Company
and public officials, and other documents as we have deemed relevant and
necessary as a basis for the opinion hereinafter expressed. In such examination,
we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as certified copies or photocopies and the
authenticity of the originals of such latter documents.
Based on our examination mentioned above, we are of the opinion that
the securities being registered to be sold pursuant to the Registration
Statement are duly authorized and will be, when sold in the manner described in
the Registration Statement, legally and validly issued, and fully paid and
nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm under "Legal Matters" in
the related Prospectus. In giving the foregoing consent, we do not hereby admit
that we are in the category of persons whose consent is required under Section 7
of the Act, or the rules and regulations of the Securities and Exchange
Commission.
Very truly yours,
/s/ Sichenzia, Ross & Friedman, LLP
-------------------------------
Sichenzia, Ross & Friedman, LLP
EXHIBIT 23.1
INDEPENDENT AUDITOR'S CONSENT
We consent to the use in the Form S-8 Registration Statement of World Call Net,
Inc. of our report dated October 29, 1999, except for Notes 2, 4 and 11, which
are dated January 10, 2000, accompanying the financial statements of World Call
Net, Inc. contained in such Registration Statement, and the reference with
respect to us under the "Named Experts Section" of such Registration Statement.
HEIN + ASSOCIATES LLP
Certified Public Accountants
January 28, 2000
Dallas, Texas
