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As filed with the Securities and Exchange Commission on December 11, 1997
Registration No. 333-05557
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
Amendment No. 4
to
FORM S-4
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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AMERICAN TELESOURCE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 4813 74-2849995
(state or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification
No.)
12500 Network Blvd., Suite 407
San Antonio, Texas 78249
(210) 558-6090
(Address, including zip code, and telephone
number, including area code, of each registrant's
principal executive offices)
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Arthur L. Smith, President
12500 Network Blvd., Suite 407
San Antonio, Texas 78249
(210) 558-6090
(Name, address including zip code, and telephone
number, including area code, of agent for
service for each registrant)
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with a copy to:
Matthew R. Bair, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
300 Convent Street, Suite 1500
San Antonio, Texas 78205
Telephone: (210) 270-0800
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good faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the Company, and with respect to any criminal
proceedings, had no reasonable cause to believe his or her conduct was unlawful.
With respect to any action brought by or in the right of the Company, such
individuals may also be indemnified, to the extent not prohibited by applicable
laws or as determined by a court of competent jurisdiction, against expenses
actually and reasonably incurred by them in connection with such action if they
acted in good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the Company. The agreements also require
indemnification of such individuals for all reasonable expenses incurred in
connection with the successful defense of any action or claim and provide for
partial indemnification in the case of any partially successful defense.
Item 21. Exhibits and Financial Statement Schedules
(a) Exhibits.
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2 Plan of Arrangement between ATSI-Canada and ATSI-Delaware***
3.1 Articles of Amalgamation of ATSI-Canada*
3.2 Bylaws of ATSI-Canada*
3.3 Amended and restated Certificate of Incorporation of ATSI-Delaware***
3.4 Bylaws of ATSI-Delaware*
4 Form of Private Placement Warrant*
5 Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P. covering
legality*****
8 Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P. covering certain
tax matters*****
10.1 Form of Customer Service Agreement for Private Networks*
10.2 Telecommunications Agreement between ATSI-Texas and Long Distance
Exchange Corp.*
10.3 Compensation Agreement between ATSI-Texas and James McCourt relating
to Guarantee of Equipment Line of Credit by James McCourt**
10.4 Agreement for Investment Banking Services between ATSI-Texas and Joseph
Charles & Associates, Inc.**
10.5 (1)
10.6 1997 Option Plan**
10.7 Form of Option Agreement**
10.8 Credit Card Processing Agreements with TBR Transaction Billing Resources
and Card Service International*
10.9 Financing Agreement with Roger G. Watt and Convertible Notes issued to
Robert G. Watt*
10.10 FCC Radio Station Authorization-C Band*
10.11 FCC Radio Station Authorization-Ku Band*
10.12 Section 214 Certification from FCC*
10.13 Carrier Termination Services Agreement between U.S. Long Distance, Inc.
and ATSI-Texas*
10.14 Office Space Lease Agreement*
10.15 Amendment to Office Lease Agreement****
10.16 Employment Agreement with Arthur L. Smith**
10.17 Employment Agreement with H. Douglas Saathoff**
10.18 Employment Agreement with Craig K. Clement**
10.19 Employment Agreement with Everett L. Waller**
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II-2
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10.20 Employment Agreement with Charles R. Poole**
10.21 Lease/Finance Agreements between IBM de Mexico and ATSI-Mexico****
10.22 Primary Agreement with Computel**
10.23 Agreement with Investcom****
10.24 Payphone License issued to ATSI-Mexico**
10.25 Shared Teleport/Network Resale License issued to ATSI-Mexico**
10.26 Agreement with Avantel**
10.27 Registration Rights Agreement between ATSI-Canada and James R.
Leininger, M.D.**
10.28 Modification Agreement with Computel****
11 Statement of Computation of Per Share Earnings*****
22 Subsidiaries of Registrant**
23.1 Consent of Arthur Andersen LLP*****
23.2 Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
Exhibit 5)*****
23.3 Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
Exhibit 8)*****
24 Power of Attorney (included on Signature Page to the Registration
Statement)*
27 Financial Data Schedule*****
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* Contained in exhibits to Registration Statement on Form S-4 (No. 333-05557)
of the Company filed June 7, 1996.
** Contained in exhibits to Registration Statement on Form 10 (No. 000-23007)
of the Company filed on August 22, 1997.
*** Contained in exhibits to Amendment No. 2 to Registration Statement on Form
S-4 (No. 333-05557) of the Company filed September 11, 1997.
**** Contained in exhibits to Amendment No. 1 to Registration Statement on Form
10 (No. 023007) of the Company filed October 22, 1997.
*****Filed herewith.
(1) Exhibit previously listed in exhibit list to Amendment No. 2 to
Registration Statement on S-4 (No. 333-05557) of the Company filed
September 11, 1997 has been deemed immaterial by the Company and
eliminated.
(b) Financial Statement Schedules
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Schedule Number Description of Schedule Page Number
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Report of Independent Public Accountants S-1
II Valuation and Qualifying Accounts S-2
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Item 22. Undertakings
The undersigned registrant hereby undertakes:
(a) 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
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, AMERICAN
TELESOURCE INTERNATIONAL, INC. has duly caused this Amendment No. 4 to this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Antonio and State of Texas on December 10,
1997.
AMERICAN TELESOURCE INTERNATIONAL, INC.,
a Delaware corporation
By: /s/ ARTHUR L. SMITH
--------------------------------------------
Arthur L. Smith
President and Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 4 to this Registration Statement has been signed below by the following
persons in the capacities and on the date indicated.
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Signature Title Date
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/s/ ARTHUR L. SMITH President, Chief Executive Officer December 10, 1997
- --------------------------------------- and Director (Principal Executive
Arthur L. Smith Officer)
/s/ H. DOUGLAS SAATHOFF Secretary, Treasurer and Chief December 10, 1997
- --------------------------------------- Financial Officer (Principal
H. Douglas Saathoff Financial and Accounting Officer)
/s/ MURRAY R. NYE* Director December 10, 1997
- ---------------------------------------
Murray R. Nye
/s/ TOMAS REVESZ* Director December 10, 1997
- ---------------------------------------
Tomas Revesz
/s/ RICHARD C. BENKENDORF* Director December 10, 1997
- ---------------------------------------
Richard C. Benkendorf
/s/ CARLOS K. KAUACHI* Director December 10, 1997
- ---------------------------------------
Carlos K. Kauachi
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* By H. Douglas Saathoff,
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Attorney-in-fact pursuant
to a Power of Attorney previosuly filed
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EXHIBIT INDEX
2 Plan of Arrangement between ATSI-Canada and ATSI-Delaware***
3.1 Articles of Amalgamation of ATSI-Canada*
3.2 Bylaws of ATSI-Canada*
3.3 Amended and restated Certificate of Incorporation of ATSI-Delaware***
3.4 Bylaws of ATSI-Delaware*
4 Form of Private Placement Warrant*
5 Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P. covering
legality*****
8 Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P. covering certain
tax matters*****
10.1 Form of Customer Service Agreement for Private Networks*
10.2 Telecommunications Agreement between ATSI-Texas and Long Distance
Exchange Corp.*
10.3 Compensation Agreement between ATSI-Texas and James McCourt relating
to Guarantee of Equipment Line of Credit by James McCourt**
10.4 Agreement for Investment Banking Services between ATSI-Texas and Joseph
Charles & Associates, Inc.**
10.5 (1)
10.6 1997 Option Plan**
10.7 Form of Option Agreement**
10.8 Credit Card Processing Agreements with TBR Transaction Billing Resources
and Card Service International*
10.9 Financing Agreement with Roger G. Watt and Convertible Notes issued to
Robert G. Watt*
10.10 FCC Radio Station Authorization-C Band*
10.11 FCC Radio Station Authorization-Ku Band*
10.12 Section 214 Certification from FCC*
10.13 Carrier Termination Services Agreement between U.S. Long Distance, Inc.
and ATSI-Texas*
10.14 Office Space Lease Agreement*
10.15 Amendment to Office Lease Agreement****
10.16 Employment Agreement with Arthur L. Smith**
10.17 Employment Agreement with H. Douglas Saathoff**
10.18 Employment Agreement with Craig K. Clement**
10.19 Employment Agreement with Everett L. Waller**
10.20 Employment Agreement with Charles R. Poole**
10.21 Lease/Finance Agreements between IBM de Mexico and ATSI-Mexico****
10.22 Primary Agreement with Computel**
10.23 Agreement with Investcom****
10.24 Payphone License issued to ATSI-Mexico**
10.25 Shared Teleport/Network Resale License issued to ATSI-Mexico**
10.26 Agreement with Avantel**
10.27 Registration Rights Agreement between ATSI-Canada and James R.
Leininger, M.D.**
10.28 Modification Agreement with Computel****
11 Statement of Computation of Per Share Earnings*****
22 Subsidiaries of Registrant**
23.1 Consent of Arthur Andersen LLP*****
23.2 Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
Exhibit 5)*****
23.3 Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
Exhibit 8)*****
24 Power of Attorney (included on Signature Page to the Registration
Statement)*
27 Financial Data Schedule*****
* Contained in exhibits to Registration Statement on Form S-4 (No. 333-
05557) of the Company filed June 7, 1996.
** Contained in exhibits to Registration Statement on Form 10 (No. 000-23007)
of the Company filed on August 22, 1997.
*** Contained in exhibits to Amendment No. 2 to Registration Statement on Form
S-4 (No. 333-05557) of the Company filed September 11, 1997.
**** Contained in exhibits to Amendment No. 1 to Registration Statement on Form
10 (No. 023007) of the Company filed October 22, 1997.
***** Filed herewith.
(1) Exhibit previously listed in exhibit list to Amendment No. 2 to
Registration Statement on S-4 (No. 333-05557) of the Company filed
September 11, 1997 has been deemed immaterial by the Company and
eliminated.
