<PAGE>
As filed with the Securities and Exchange Commission on September 27, 1999
Registration No. 333-_____
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
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STAR TELECOMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 77-0362681
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
223 East De La Guerra Street
Santa Barbara, California 93101
(805) 899-1962
(Address, including zip code, and telephone number,
including area code, of registrant's
principal executive offices)
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Employee Stock Option Agreements
(Full title of the plans)
Kelly D. Enos
Chief Financial Officer
STAR Telecommunications, Inc.
223 East De La Guerra Street
Santa Barbara, California 93101
(805) 899-1962
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------
COPIES TO:
Timothy F. Sylvester, Esq.
Riordan & McKinzie
300 South Grand, 29th Floor
Los Angeles, California 90071
(213) 629-4824
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------
Proposed Proposed
TITLE OF EACH CLASS OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE FEE
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($.001 par value 65,385 shares $5.625 $367,790.62 $102.25
per share)
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457, based on the average of the high and low sales price on
September 21, 1999, respectively, as reported on the Nasdaq Stock Market.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are hereby incorporated by reference in, and shall be deemed to be a part
of, this Registration Statement:
(a) the Company's Annual Reports on Form 10-K for the year ended
December 31, 1998, 10K 405 filed March 31, 1999, and 10K 405/A
filed September 22, 1999, its Quarterly Reports on Form 10-Q
for the quarters ended March 31, 1999 and June 30, 1999, and
its 14A proxy statements filed January 19, 1999 and June 24,
1999;
(b) the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the
Commission on May 19, 1997; and
(c) all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and 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.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein, or in any subsequently filed document that 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.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters with respect to the validity of the Common Stock
being registered hereby have been passed upon for the Company by Riordan &
McKinzie, a Professional Corporation, Los Angeles, California.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "Delaware
Law") provides for the indemnification of officers, directors, and other
corporate agents in terms sufficiently broad to indemnify such persons under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act. The Company's Restated Certificate
of Incorporation provides for indemnification of the Company's directors,
officers, employees and other agents to the extent under the circumstances
permitted by the Delaware Law.
The Company has also entered into agreements to indemnify its directors
and certain of its officers in addition to the indemnification provided for in
the Certificate of Incorporation. These agreements, among other things,
indemnify the Company's directors and certain of its officers for certain
expenses (including attorneys' fees), judgments, fines and settlement amounts
incurred by such person in any action or proceeding, including but not limited
to any action by or in the right of the Company, on account of services by that
person as a director or officer of the Company or as a director or officer of
any subsidiary of the Company, or as a director or officer of any other company
or
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<PAGE>
enterprise that the person provides services to at the request of the
Company. The Company has also purchased directors' and officers' liability
insurance.
ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
5.1 Opinion of Riordan & McKinzie.
23.1 Consent of Arthur Andersen LLP, Independent Public
Accountants.
23.2 Consent of Riordan & McKinzie (included in Exhibit 5.1).
24.1 Power of Attorney with respect to the Company (see page II-4).
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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;
(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;
(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 paragraphs (1)(i) and (1)(ii) do 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
Securities and Exchange Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities 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
Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in the 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.
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<PAGE>
(5) To deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule
14c-3 under the Exchange Act; and to deliver or cause to be delivered to each
person to whom a prospectus is sent or given, the latest quarterly report
that is specifically incorporated by reference in the prospectus to provide
such interim financial information.
Insofar as indemnification for liabilities arising under the
Securities 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 Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities 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 Securities Act and will be governed by the
final adjudication of such issue.
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<PAGE>
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 Santa Barbara, State of California, on September 23,
1999.
STAR TELECOMMUNICATIONS, INC.
By: /s/ Mary A. Casey
---------------------------------
Mary A. Casey, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below on this registration statement hereby constitutes and appoints Christopher
E. Edgecomb and Mary A. Casey, their true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for them and in
their name, place and stead, in any and all capacities (unless revoked in
writing) to sign any and all amendments to this registration statement to which
this power of attorney is attached, including any post-effective amendments as
well as any related registration statement (or amendment thereto) filed in
reliance upon Rule 462(b) under the Securities Act, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Commission, granting to such attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in connection therewith, as fully to all
intents and purposes as they might and could do in person hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- ----------------------------------------- ------------------------------------------- -------------------
<S> <C> <C>
/s/ Christopher E. Edgecomb Chief Executive Officer, Chairman of the
- ----------------------------------------- Board and Director (Principal Executive
Christopher E. Edgecomb Officer) September 23, 1999
/s/ Kelly D. Enos Chief Financial Officer, Treasurer and
- ----------------------------------------- Assistant Secretary (Principal Financial
Kelly D. Enos Officer) September 23, 1999
/s/ John Pasini
- ----------------------------------------- Executive Vice President, Finance (Chief
John Pasini Accounting Officer) September 23, 1999
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Mary A. Casey
- ----------------------------------------- President, Secretary and Director September 23, 1999
Mary A. Casey
- ----------------------------------------- Director September __, 1999
Gordon Hutchins, Jr.
- ----------------------------------------- Director September __, 1999
Mark Gershien
- ----------------------------------------- Director September __, 1999
Arunas A. Chesonis
/s/ John R. Snedegar
- ----------------------------------------- Director September 23, 1999
John R. Snedegar
/s/ Samer Tawfik
- ----------------------------------------- Director September 23, 1999
Samer Tawfik
</TABLE>
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<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY SEQUENTIALLY
NUMBERED DESCRIPTION NUMBERED
EXHIBIT PAGE
<S> <C> <C>
5.1 Opinion of Riordan & McKinzie.............................................. S-1
23.1 Consent of Arthur Andersen LLP, Independent Public Accountants............. S-2
23.2 Consent of Riordan & McKinzie (included in Exhibit 5.1).................... S-1
24.1 Power of Attorney with respect to the Company (see page II-4)
</TABLE>
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II-6
<PAGE>
EXHIBIT 5.1
September 23, 1999
STAR Telecommunications, Inc.
223 East De La Guerra Street
Santa Barbara, California 93101
Ladies and Gentlemen:
You have requested our opinion with respect to 65,385 shares (the
"Shares") of common stock, $0.001 par value per share (the "Common Stock"), of
Star Telecommunications, Inc., a Delaware corporation (the "Company"), which
Shares are to be issued upon the exercise of stock options to be granted
pursuant to the terms of the Star Telecommunications, Inc. 1999 Employee Stock
Option Agreements ("the Employee Stock Option Agreements"). The Shares are the
subject of a Registration Statement on Form S-8 (the "Registration Statement"),
to which this opinion is attached as an exhibit, to be filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended.
We have examined the Company's Certificate of Incorporation and Bylaws
each as amended and the Employee Stock Option Agreements. We have also examined
the records of corporate proceedings taken in connection with the issuance of
the Shares under the Employee Stock Option Agreements.
Based upon the foregoing examinations, we are of the opinion that the
Shares, when offered, sold and paid for pursuant to the exercise of stock
options granted under the Employee Stock Option Agreements, will be duly
authorized, validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Riordan & McKinzie
S-1
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our reports dated
February 25, 1999 incorporated by reference in STAR Telecommunications,
Inc.'s Form 10-K/A Amendment No. 1 for the year ended December 31, 1998 and
to all references to our Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
Los Angeles, California
September 17, 1999
S-2
