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As filed with the Securities and Exchange Commission on June 20, 1997
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
STAR TELECOMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 77-0362681
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
223 EAST DE LA GUERRA STREET
SANTA BARBARA, CALIFORNIA 93101
(Address of principal executive offices) (Zip Code)
___________________
STAR TELECOMMUNICATIONS, INC.
1997 OMNIBUS STOCK INCENTIVE PLAN
1996 STOCK INCENTIVE PLAN
1996 OUTSIDE DIRECTOR NONSTATUTORY STOCK OPTION PLAN
EMPLOYMENT/CONSULTING AGREEMENTS
(Full title of the Plans)
___________________
CHRISTOPHER E. EDGECOMB
CHIEF EXECUTIVE OFFICER
STAR TELECOMMUNICATIONS, INC.
223 EAST DE LA GUERRA STREET
SANTA BARBARA, CALIFORNIA 93101
(Name and address of agent for service)
_________________________________
(Telephone number, including area code, of agent for service)
(805) 899-1962
CALCULATION OF REGISTRATION FEE
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Title of Proposed Maximum Proposed Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered (1) per Share (2) Price (2) Fee
---------- ---------- --------- ----- ---
<S> <C> <C> <C> <C>
1997 Omnibus Stock Incentive Plan
- ---------------------------------
Options 1,500,000 N/A N/A N/A
Common Stock (par value $0.001) 1,500,000 $12.50 $18,750,000 $5,682
1996 Stock Incentive Plan
- -------------------------
Options 680,125 N/A N/A N/A
Common Stock (par value $0.001) 680,125 $12.50 $8,501,563 $2,577
1996 Outside Director Nonstatutory
- ----------------------------------
Stock Option Plan
- -----------------
Options 180,000 N/A N/A N/A
Common Stock (par value $0.001) 180,000 $12.50 $2,250,000 $682
Employment/Consulting Agreements
- --------------------------------
Options 400,000 N/A N/A N/A
Common Stock (par value $0.001) 400,000 $12.50 $5,000,000 $1,516
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1997 Omnibus Stock
Incentive Plan, 1996 Stock Incentive Plan, 1996 Outside Director
Nonstatutory Stock Option Plan and Employment/Consulting Agreements by
reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration
which results in an increase in the number of the outstanding shares
of Common Stock of Star Telecommunications, Inc.
(2) Calculated solely for purposes of this offering under Rule 457(h) of
the Securities Act of 1933, as amended, on the basis of the average of
the high and low prices per share of Common Stock of Star
Telecommunications, Inc. on June 18, 1997.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Star Telecommunications, Inc. (the "Registrant") hereby incorporates
by reference into this Registration Statement the following documents
previously filed with the Securities and Exchange Commission (the "SEC"):
(a) The Registrant's prospectus filed with the SEC pursuant to
Rule 424(b) under the Securities Act of 1933, as amended (the
"1933 Act"), in connection with Registration Statement No.
333-21325 on Form S-1 filed with the SEC on June 12, 1997,
together with any amendment thereto filed, in which there are
set forth audited financial statements for the Registrant's
fiscal year ended December 31, 1996, and
(b) The description of the Registrant's outstanding Common Stock
contained in the Registrant's Registration Statement No. 000-
22581 on Form 8-A filed with the SEC on May 16, 1997, pursuant
to Section 12 of the Securities Exchange Act of 1934 (the "1934
Act"), including any amendment or report filed for the purpose
of updating such description.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby 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.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law authorizes a court
to award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the 1933 Act. The
Registrant's Bylaws provide for mandatory indemnification of its directors
and permissible indemnification of officers, employees and other agents to the
maximum extent permitted by the Delaware General Corporation Law. The
Registrant's Certificate of Incorporation provides that, pursuant to Delaware
law, its directors shall not be liable for monetary damages for breach of their
fiduciary duty as directors to the Registrant and its stockholders. This
provision in the Certificate of Incorporation does not eliminate the fiduciary
duty of the directors, and, in appropriate circumstances, equitable remedies
such as injunctive or other forms of non-monetary relief will remain available
under Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Registrant for
acts or omissions not in good faith or involving intentional misconduct, for
knowing violations of law, for actions leading to improper personal benefit to
the director and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws. The Registrant has
entered into Indemnification Agreements with its officers and directors. The
Indemnification Agreements provide the Registrant's officers and directors with
further indemnification to the maximum extent permitted by the Delaware General
Corporation Law.
Item 7. Exemption from Registration Claimed
Not Applicable.
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Item 8. Exhibits
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Exhibit Number Exhibit
<S> <C>
4 Instrument Defining Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 000-22581
on Form 8-A, which is incorporated herein by reference
pursuant to Item 3(b) of this Registration Statement.
5 Opinion and consent of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP.
23.1 Consent of Arthur Andersen LLP, Independent Public
Accountants.
23.2 Consent of Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
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Item 9. Undertakings
A. The undersigned Registrant hereby undertakes: (1) to
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement (i) to include any
prospectus required by Section 10(a)(3) of the 1933 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 and (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; provided, however, that clauses
(1)(i) and (1)(ii) shall not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the SEC by the Registrant pursuant to
Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference
in this Registration Statement; (2) that for the purpose of determining any
liability under the 1933 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 and (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 Registrant's 1997 Omnibus Stock
Incentive Plan, 1996 Stock Incentive Plan, 1996 Outside Director Nonstatutory
Stock Option Plan or Employment/Consulting Agreements.
B. The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the 1933 Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the 1934 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.
C. Insofar as indemnification for liabilities arising
under the 1933 Act may be permitted to directors, officers or controlling
persons of the Registrant pursuant to the indemnification provisions summarized
in Item 6 or otherwise, the Registrant has been advised that, in the opinion of
the SEC, such indemnification is against public policy as expressed in the 1933
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 1933
Act and will be governed by the final adjudication of such issue.
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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 Santa Barbara, State of
California on this 18th day of June, 1997.
STAR TELECOMMUNICATIONS, INC.
By: /s/ Christopher E. Edgecomb
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Christopher E. Edgecomb
Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Star
Telecommunications, Inc., a Delaware corporation, do hereby constitute and
appoint Christopher E. Edgecomb and Kelly D. Enos, and either of them, the
lawful attorneys-in-fact and agents with full power and authority to do any and
all acts and things and to execute any and all instruments which said attorneys
and agents, and either one of them, 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, to any and all amendments, both pre-effective and post-effective,
and supplements 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 all that said attorneys and agents, or either one
of them, shall do or cause to be done by virtue hereof. This Power of Attorney
may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.
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 and on the dates indicated.
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Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Christopher E. Edgecomb Chairman of the Board, Chief Executive June 18, 1997
- -------------------------------------- Officer and Director
Christopher E. Edgecomb (Principal Executive Officer)
/s/ Kelly D. Enos Chief Financial Officer, Treasurer June 18, 1997
- -------------------------------------- and Assistant Secretary
Kelly D. Enos (Principal Financial and Accounting Officer)
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Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Mary A. Casey President, Secretary and Director June 18, 1997
- ---------------------------------------
Mary A. Casey
/s/ Gordon Hutchins, Jr. Director June 18, 1997
- ---------------------------------------
Gordon Hutchins, Jr.
/s/ John R. Snedegar Director June 19, 1997
- ---------------------------------------
John R. Snedegar
/s/ Roland A. Van der Meer Director June 19, 1997
- ---------------------------------------
Roland A. Van der Meer
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EXHIBIT INDEX
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Sequentially
Numbered
Exhibit Number Exhibit Page
- -------------- ------- ------------
<S> <C>
4 Instrument Defining Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 000-22581
on Form 8-A, which is incorporated herein by reference
pursuant to Item 3(b) of this Registration Statement.
5 Opinion and consent of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
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Exhibit 5
June 20, 1997
Star Telecommunications, Inc.
223 East De La Guerra Street
Santa Barbara, California 93101
Re: Star Telecommunications, Inc. Registration Statement
for Offering of 2,760,125 Shares of Common Stock
Ladies and Gentlemen:
We refer to your registration on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, of (i) 1,500,000
shares of Common Stock under the Company's 1997 Omnibus Stock Incentive Plan,
(ii) 680,125 shares of Common Stock under the Company's 1996 Stock Incentive
Plan, (iii) 180,000 shares of Common Stock under the Company's 1996 Outside
Director Nonstatutory Stock Option Plan and (iv) 300,000 shares of Common Stock
under the Employment and Consulting Agreements between the Company and John D.
Marsch and 100,000 shares of Common Stock under the Consulting Agreement
between the Company and Gordon Hutchins, Jr. (collectively, the "Plans"). We
advise you that, in our opinion, when such shares have been issued and sold
pursuant to the applicable provisions of the Plans and in accordance with the
Registration Statement, such shares will be validly issued, fully paid and
nonassessable shares of the Company's Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian, LLP
Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian, LLP
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Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
and to all references to our firm included in or made a part of this
registration statement on Form S-8.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Los Angeles, California
June 20, 1997
