<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
CYBERTEL COMMUNICATIONS CORP.
(Exact name of Registrant as specified in its charter)
4275 EXECUTIVE SQUARE, SUITE 510
LA JOLLA, CALIFORNIA 92037
(Address of principal executive offices)
NEVADA 86-0862532
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
CYBERTEL COMMUNICATIONS CORP.
2000 STOCK OPTION PLAN
(Full title of the plan)
4275 EXECUTIVE SQUARE, SUITE 510
LA JOLLA, CALIFORNIA 92037
(858) 646-7410
(Name, address, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF AMOUNT OFFERING AGGREGATE AMOUNT OF
SECURITIES TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED SHARE(2) PRICE(2) FEE
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.001 par value(1) 2,500,000 shares $5.5 $13,750,000 $3,630
---------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes additional shares of Common Stock that may become issuable
pursuant to the anti-dilution adjustment provisions of the Cybertel
Communications Corp. 2000 Stock Option Plan pursuant to Rules 416 and 457
under the Securities Act of 1933. In addition, pursuant to Rule 416(c)
under the Securities Act of 1933, this registration statement also covers
an indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan described herein.
(2) Estimated solely for purposes of determining the registration fee pursuant
to Rule 457(h) based on the average of the high and low prices of the
Common Stock of Cybertel Communications Corp. as reported on
August 10, 2000, on the Over-the-Counter Bulletin Board.
<PAGE>
INTRODUCTION
This Registration Statement on Form S-8 is filed by Cybertel Communications
Corp. (the "COMPANY") relating to 2,500,000 shares of the Company's common
stock, par value $.001 per share (the "COMMON STOCK"), issuable to employees of
the Company under the Cybertel Communications Corp. 2000 Stock Option Plan (the
"Plan").
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I of Form S-8 to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended (the "SECURITIES ACT"),
and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Company with the Securities and
Exchange Commission (the "COMMISSION"), are incorporated herein by reference
and made a part hereof:
a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1999;
b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), since the end
of the fiscal year covered by the Annual Report referred to in (a) above;
c) All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment hereto which
indicates that all securities offered hereunder have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
filing of such documents; and
d) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 10-SB filed under the Securities Act
on August 2nd 1999, including any amendment or report filed for the purpose of
updating such description.
1
<PAGE>
For purposes of this Registration Statement, any statement contained in a
document incorporated or deemed to be incorporated herein by reference shall be
deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed document that also is or is deemed to
be incorporated herein by reference modifies or supersedes such statement. Any
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.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the Nevada General Corporation Law and our Articles of
Incorporation, our directors will have no personal liability to us or our
shareholders for monetary damages for breach of fiduciary duty as a director or
officer involving any act or omission of any such director or officer. This does
not eliminate or limit the liability of a director (i) for a breach of the duty
of loyalty to the Company or its shareholders, (ii) for acts or omissions
involving intentional misconduct, fraud or a knowing violation of law, (iii)
under applicable Sections of the Nevada Revised Statutes, (iv) for the payment
of dividends in violation of Section 78.300 of the Nevada Revised Statutes, or
(v) for any transaction from which the director derived an improper personal
benefit. This provision would generally absolve directors of personal liability
for negligence in the performance of duties, including gross negligence.
The Company's Bylaws require the Company to indemnify each director and
officer of the Company who is or was involved in any manner (including, without
limitation, as a party or a witness) or is threatened to be so involved in any
threatened, pending or completed action suit or proceeding, whether civil,
criminal, administrative, arbitrative or investigative, including without
limitation, any action, suit or proceeding brought by or in the right of the
corporation to procure a judgment in its favor (collectively, a "PROCEEDING") by
reason of the fact that he is or was a director or officer of the corporation,
or is or was serving at the request of the corporation as a director or officer,
employee or agent of another corporation, partnership, joint venture, trust,
employee benefit plan or other entity or enterprise, against all expenses and
liabilities actually and reasonably incurred by him in connection with such
Proceeding. This right to indemnification conferred by the Company's Bylaws is
presumed to have been relied upon by the directors and officers of the
corporation and shall be enforceable as a contract right and inure to the
benefit of heirs, executors and administrators of such individuals. Expenses of
officers and directors incurred in defending a Proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
Proceeding, upon receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined by a court of
competent jurisdiction that he
2
<PAGE>
is not entitled to be indemnified by the corporation. However, no
indemnification or reimbursement will be permitted for expenses incurred in
connection with any claim or liability arising out of his or her own negligence
or willful misconduct or if a court of competent jurisdiction determines that he
is not entitled to be indemnified by the corporation.
The Articles of Incorporation do not exclude any other rights to which an
officer or director seeking indemnification or advancement of expenses may be
entitled under the certificate or articles of incorporation or any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise, for
either an action in his official capacity or an action in another capacity while
holding his office, and fully protects the Company, its directors, officers,
employees and agents in taking any action or making any payment, or in refusing
to do so, pursuant to a determination made by the corporation that
indemnification of the director or the officer is or is not proper in the
circumstances.
The effect of these provisions in our Articles of Incorporation and Bylaws
is to eliminate the rights of the Company and its shareholders (through
shareholders' derivative suits on behalf of the Company) to recover monetary
damages against a director for breach of his or her fiduciary duty of care as a
director (including breaches resulting from negligence or grossly negligent
behavior) except in the situations described in clauses (i) through (v) above.
These provisions do not limit or eliminate the rights of the Company or any
shareholder to seek non-monetary relief such as an injunction or rescission in
the event of a breach of a director's duty of care. The Nevada General
Corporation Law grants corporations the right to indemnify their directors,
officers, employees and agents in accordance with applicable law and permits the
Company to purchase and maintain insurance on behalf of any director, officer,
employee or agent of the Company, whether or not the Company has the authority
to indemnify such person against such liability and expenses.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, or otherwise, the Company 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
<S> <C>
4.1 Certificate of Incorporation of the Company and Amendments
thereto (filed on August 2nd, 1999, as an exhibit to the
Company's Registration Statement on Form 10-SB and
incorporated herein by this reference).
3
<PAGE>
4.2 Bylaws of the Company, as amended (filed on August 2nd, 1999,
as an exhibit to the Company's Registration Statement on
Form 10-SB and incorporated herein by this reference).
4.3 Cybertel Communications Corp. 2000 Stock Option Plan.
5 Opinion of Luce, Forward, Hamilton & Scripps LLP as to the
legality of the securities being registered.
23.1 Consent of Malone & Bailey, PLLC.
23.2 Consent of Luce, Forward, Hamilton & Scripps LLP (contained
in Exhibit 5 hereto).
</TABLE>
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;
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;
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 paragraphs (a)(1)(i) and (a)(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
Commission by the Company pursuant to Section 13 or Section 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;
4
<PAGE>
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.
b) 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.
c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
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 Company 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 Company 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 of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by a final
adjudication of such issue.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 San Diego, State of California, on August 11, 2000.
Cybertel Communications Corp.
By: /s/ RICHARD D. MANGIARELLI
-------------------------------
Richard D. Mangiarelli
CEO, President and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
By: /s/ RICHARD D. MANGIARELLI August 11, 2000
-------------------------- ---------------
Richard D. Mangiarelli CEO, President and Director
By: /S/ PAUL J. MILLS August 11, 2000
-------------------------- ---------------
Paul J. Mills Secretary and Director
By: /S/ JOHN E. JORDAN August 11, 2000
-------------------------- ---------------
John E. Jordan Director
</TABLE>
6
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
4.1 Certificate of Incorporation of the Company and
Amendments thereto*
4.2 Bylaws of the Company*
4.3 Cybertel Communications Corp. 2000 Stock Option Plan
5 Opinion of Luce, Forward, Hamilton & Scripps LLP as
to legality of the securities being registered
23.1 Consent of Malone & Bailey, PLLC.as to financial
statements incorporated by reference
23.2 Consent of Luce, Forward, Hamilton & Scripps LLP
(contained in Exhibit 5 hereto)
</TABLE>
* Incorporated by reference.
7
