Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933
HITCOM CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 87-0389677
(State or Other Jurisdiction (IRS Employer
of Incorporation or Organization) Identification No.)
700 North Second Street, Third Floor 63102
St. Louis, Missouri (Zip Code)
(Address of Principal Executive Offices)
HITCOM CORPORATION
NON-QUALIFIED STOCK OPTION PLAN
(Full Title of the Plan)
Scott A. Beil
Chairman of Board of Directors
HitCom Corporation
700 North Second Street Third Floor
St. Louis, MO 63102
(Name and Address of Agent for Services)
Telephone Number, Including Area Code of Agent for Service (314) 231-1000
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount maximum maximum Amount of
securities to be to be offering price aggregate Registration
Registered (1) registered per share (1) offering price (1) fee (1)
Common Stock 750,000 $.6563 $492,225 $147.67
(1) Pursuant to Rule 457(h) (1) under the Securities Act of 1933, the
proposed maximum offering price per share, the proposed maximum aggregate
offering price and the amount of registration fee have been computed on the
basis of the average of the high and low prices of the Common Stock reported
on the OTC Bulletin Board on October 7, 1998.
FORM S-8 - PART II
Information Required in the Registration Statement
Item 3 - Incorporation of Documents by Reference
The following documents filed by HitCom Corporation (the "Company" or the
"Registrant") (File No. 001-13999) with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are hereby incorporated by reference
in this Registration Statement:
A. Registration Statement on Form 10-SB, as amended.
B. Quarterly Reports on Form 10-QSB for the quarters ended March 31, 1998 and
June 30, 1998.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement indicating 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 part
hereof from the date of filing of such documents. Any statement contained in
a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modification or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in
any subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
Item 4 - Description of Securities
This item is not applicable because the securities to be offered are
registered under Section 12 of the Securities Exchange Act of 1934, as amended.
Item 5 - Interests of Named Experts and Counsel
None.
Item 6 - Indemnification of Directors and Officers
The Company's Certificate of Incorporation provides that to the fullest
extent permitted by Delaware law, a Director of the Company shall not be
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a Director. Under current Delaware law, liability of a
Director may not be limited (i) for any breach of the Director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions by the
Director not in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) in respect of certain unlawful dividend
payments or stock redemptions or repurchases; and (iv) for any transaction
from which the Director derives an improper personal benefit. The effect of
this provision of the Company's Certificate of Incorporation is to limit or
eliminate the rights of the Company and its stockholders (through
stockholders' derivative suits on behalf of the Company) to recover monetary
damages against a Director for breach of the fiduciary duty of care as a
Director including breaches resulting from negligent or grossly negligent
behavior) except in those circumstances described in clauses (I) through (iv)
above. This provision does not limit or eliminate the rights of the Company
or any stockholder to seek non-monetary relief such as an injunction or
recession in the event of a breach of a Director's duty of care. In
addition, the Company's Certificate of Incorporation and Bylaws provide that
the Company shall indemnify its Directors, Officers, employees and agents to
the fullest extent permitted by Delaware law.
Item 7 - Exemption from Registration Claimed
Not Applicable.
Item 8 - Exhibits
The following exhibits are submitted herewith or incorporated by reference
herein:
A. Exhibits
Exhibit 4.1 Certificate of Incorporation of the Company
(incorporated by reference to the Company's Form 10-SB
Registration No. 001-13999
Exhibit 4.2 Bylaws of the Company (incorporated by reference to the
Company's Form 10-SB Registration No. 001-13999
Exhibit 5.1 Opinion of Legal Counsel - Armstrong, Teasdale, Schlafly
& Davis
Exhibit 10.1 HitCom Corporation Non-Qualified Stock Option Plan
Exhibit 23.1 Consent of Independent Accountants - Moore Stevens Smith
Wallace, LLC
Exhibit 23.2 Consent of Legal Counsel - Armstrong, Teasdale, Schlafly
& Davis (included as part of Exhibit 5.1)
Exhibit 24 Power of Attorney (included in the signature pages of
this Registration Statement)
Item 9 - Undertakings
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 (the "Act");
(ii) to reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
this Registration Statement (except to the extent the information required
to be included by clauses (i) or (ii) is contained in periodic reports
filed by the Company pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference into this Registration Statement);
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement.
(2) That, for the purposes of determining any liability under the Act, 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.
(4) That, for purposes of determining any liability under the Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Exchange Act 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.
(5) Insofar as indemnification for liabilities arising under the Act 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 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, 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 St. Louis, State of Missouri, on this 5th day of
October, 1998.
HITCOM CORPORATION
(Registrant)
By: /s/ SCOTT A. BEIL
Scott A. Beil
Chairman of the Board and
Chief Operating Officer
Date: October 5, 1998
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of HitCom Corporation (the "Company") in their respective capacities
set forth below constitutes and appoints Scott A. Beil, Rajan Arora and David
B. Parks and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) and supplements
to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their 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 date indicated.
Signature Title Date
/s/ Scott A. Beil Chairman of the Board
Scott A. Beil and Chief Operating Officer October 5, 1998
/s/ Rajan Arora President and
Rajan Arora Chief Executive Officer October 5, 1998
/s/ David B. Parks Executive Vice President and
David B. Parks Chief Financial Officer October 5, 1998
/s/ Jeffrey S. Shier Executive Vice President of
Jeffrey S. Shier Sales and Marketing October 5, 1998
/s/ Ronald K. Mann
Ronald K. Mann Director October 5, 1998
