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WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INTERACTIVE TELESIS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-649915
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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535 ENCINITAS BOULEVARD
ENCINITAS, CALIFORNIA 92024
(760) 632-1700
(Address of principal executive offices, Zip Code, and telephone number)
1996 STOCK PLAN OF
INTERACTIVE TELESIS INC.
(Full title of the plan)
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DONALD E. CAMERON Copies to:
PRESIDENT AND CHIEF EXECUTIVE BRUCE J. RUSHALL, ESQ.
OFFICER RUSHALL & McGEEVER
535 ENCINITAS BOULEVARD 1903 WRIGHT PLACE, SUITE 250
ENCINITAS, CALIFORNIA 92024 CARLSBAD, CALIFORNIA 92008
(760) 632-1700 (760) 438-6855
(Name, address including zip code,
and telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF EACH CLASS OF AMOUNT BEING PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE REGISTERED(1) OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED SHARE PRICE(2) REGISTRATION FEE
- -------------------------- ------------------- ------------------------ ----------------------- ------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par 3,145,000 (2) $2,547,770 $673
value
</TABLE>
(1) A maximum of 602,000 shares of common stock were reserved for issuance
under the Interactive Telesis 1996 Stock Plan of Interactive Telesis, Inc.
(the"1996 Plan"). All shares reserved for issuance under the 1996 Plan are
being registered hereunder.
(2) This estimate is made pursuant to Rule 457(h) solely for purposes of
calculating the registration fee, and is determined according to the
following offering price information: (i) under the 1996 Plan, 105,000
shares of common stock are subject to outstanding options with an exercise
price of $0.25 per share, 1,506,000 shares of common stock are subject to
outstanding options with an exercise price of $0.35 per share, 757,000
shares of common stock are subject to outstanding options with an exercise
price of $0.40 per share, 40,000 Shares of common stock are subject to
outstanding options with an exercise price of $2.25 per share, 20,000
shares of common stock are subject to outstanding options with an exercise
price of $2.47 per share, 115,000 shares of common stock are subject to
outstanding options with an exercise price of $3.00 per share and the
remaining
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602,000 shares of common stock are reserved for issuance upon exercise of
options to be granted in the future. Pursuant to Rule 457(h), for all
shares of common stock being registered hereunder with an exercise price
which cannot be presently determined (602,000 shares of common stock under
the 1996 Plan), the Proposed Maximum Offering Price of $2.81 per share of
common stock, which is based on the average of the bid and ask prices for
the Company's common stock as reported on the NASD Bulletin Board on April
27, 2000 (a date within 5 days of the filing date of this Registration
Statement).
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PART I
Item 1. PLAN INFORMATION
Not required to be filed with this Registration Statement.
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with this Registration Statement.
PART II
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference in this
Registration Statement:
(a) The Current Report of Registrant (or the "Company") on Form
8-K filed on March 30, 2000 (Accession No. 0000936392-00-000177);
(a) The Company's Quarterly Report on Form 10-QSB/A for the
quarter ended January 31, 2000 (Accession No.
00001095811-00-000534);
(a) The Company's Registration Statement on Form 10-SB filed on
November 19, 1999 (File No. 0-28 215 and Accession No.
0000936392-99-001374) by the Company pursuant to the Exchange Act,
as amended by Form 10-SB/A filed by the Company on April 21, 2000
(Accession No. 0000936392-00-000215), including any amendment or
report filed for the purpose of updating such Form 10-SB (together
herein referred to as the "Form 10-SB Registration Statement, as
amended").
(a) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities and Exchange Act of 1934, as amended (the "Exchange
Act") since filing of the Annual Report on Form 10-KSB; and
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date this Registration Statement is filed
with the Securities and Exchange Commission (the "Commission") 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 shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part of it from the respective dates 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 modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other 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.
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Item 4. DESCRIPTION OF SECURITIES
The description of the Company's common stock, par value $.001 per
share, contained in the Company's Form 10-SB Registration
Statement, as amended, is incorporated by reference. See Item 3,
subsection (c) above.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The description of the Indemnification of Directors and officers
contain in Part II, Item 5 of the Company's Form 10-SB
Registration Statement, as amended, is incorporated by reference.
See Item 3, subsection (c) above.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable. No resales of outstanding securities are to be
registered by this Registration Statement.
Item 8. EXHIBITS
5.1 Opinion of Rushall & McGeever.
10.1 Interactive Telesis 1996 Stock Plan incorporated by reference
to Exhibit 10.1 to the Company's Registration Statement on
Form 10-SB).
23.1 Consent of Pannel Kerr Forster, Certified Public Accountants,
A Professional Corporation.
23.2 Consent of Rushall & McGeever (included in Exhibit 5.1).
24.1 Power of Attorney (included on the signature page hereto).
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
Securities Act of 1933, as amended (the "Securities Act");
(i) 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.
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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 and 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 more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement.
(i) 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 the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) above 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 Commission by the Registrant pursuant to Section
13 or 15(d) of the Exchange Act that are incorporated by reference in this
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.
(2) 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.
(a) The undersigned Registrant hereby undertakes 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 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 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.
(b)
(c) 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 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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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 Encinitas, state of California, on May 2, 2000.
INTERACTIVE TELESIS, INC.
By: /s/ Donald E. Cameron
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Donald E. Cameron
Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated. Each person whose signature appears below authorizes Donald E.
Cameron and William R. Adams, and either of them, with full power of
substitution and resubstitution, his true and lawful attorneys-in-fact, for him
in any and all capacities, to sign any amendments (including post-effective
amendments or supplements) to this Registration Statement and to file the same,
with exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Donald E. Cameron Chairman of the Board, Chief Executive May 2, 2000
- -------------------------- Officer, and President (Principal
Donald E. Cameron Executive Officer)
/s/ Marc Goyette Director May 2, 2000
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Marc Goyette
/s/ Robert Wilson Director May 2, 2000
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Robert Wilson
/s/ William R. Adams Chief Financial Officer (Principal May 2, 2000
- -------------------------- Financial and Accounting Officer)
William R. Adams
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
<S> <C>
5.1 Opinion of Rushall & McGeever.
10.1 Interactive Telesis 1996 Stock Plan (incorporated by reference to
Exhibit 10.1 to the Company's Registration Statement on Form 10-SB).
23.1 Consent of Pannel, Kerr, Forster, Certified Public Accountants, A
Professional Corporation.
23.2 Consent of Rushall & McGeever (included in Exhibit 5.1).
24.1 Power of Attorney (included on the signature page hereto).
</TABLE>
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EXHIBIT 5.1
OPINION OF RUSHALL & McGEEVER
May 1, 2000
INTERACTIVE TELESIS INC.
535 Encinitas Boulevard
Encinitas, CA 92024
Re: Issuance of Shares of Common Stock Pursuant to Exercise of Options
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in
connection with the registration under the Securities Act of 1933, as amended
(the "Act") by Interactive Telesis, Inc., a Delaware corporation (the
"Company"), of 3,145,000 shares of its common stock, par value $.001 per share
(the "Shares"), pursuant to the exercise of options issued under the Interactive
Telesis 1996 Stock Plan (the "Plan"). The registration of the shares is pursuant
to a Registration Statement on Form S-8 (as it may be amended from time to time,
the "Registration Statement") filed with the Securities and Exchange Commission
within five days of the date of this letter.
In our capacity as your counsel in connection with such registration, we
are familiar with the proceedings taken and proposed to be taken by the Company
in connection with the authorization, issuance and sale of the Shares, and for
the purposes of our opinion herein, we have assumed such proceedings will be
timely completed in the manner presently proposed and represented in the
Registration Statement. In addition, we have made such legal and factual
examinations and inquiries, including an examination of originals or copies
certified or otherwise identified to our satisfaction of such documents,
corporate records and instruments, as we have deemed necessary or appropriate
for purposes of this opinion.
In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to authentic original documents of all documents submitted to us as copies.
We are opining herein as to the effect on the subject transaction only of
the General Corporation Law of the State of Delaware, and we express no opinion
with respect to the
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INTERACTIVE TELESIS INC.
May 1, 2000
Page 2
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applicability thereto, or the effect thereon, of the laws of any other
jurisdiction or any other laws, or as to any matters of municipal law or the
laws of any other local agencies within the state.
Subject to the foregoing, it is our opinion that as of the date hereof the
Shares have been duly authorized, and, upon the exercise of options and the
payment for the Shares in accordance with the terms set forth in the Plan, the
Shares will be validly issued, fully paid and nonassessable.
We consent to your filing this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ RUSHALL & McGEEVER
BJR:cjd
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EXHIBIT 23.1
[PANNELL KERR FORSTER LETTERHEAD]
CONSENT OF
INDEPENDENT PUBLIC ACCOUNTANT
We consent to the incorporation by reference in the Form S-8 of Interactive
Telesis, Inc. of our report dated September 17, 1999 relating to the financial
statements of Interactive Telesis, Inc. appearing in the Form 10-SB of
Interactive Telesis, Inc.
/s/ PANNELL KERR FORSTER
San Diego, California PANNELL KERR FORSTER
May 2, 2000 Certified Public Accountants
A Professional Corporation
