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File No.
As filed with the Securities and Exchange Commission on November 12, 1999
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TELTRAN INTERNATIONAL GROUP, LTD.
(Exact name of registrant as specified in its charter)
Delaware 11-3172507
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
One Penn Plaza, Suite 4632
New York, New York 10119
(212) 643-1283
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
BYRON R. LERNER, President
One Penn Plaza, Suite 4632
New York, New York 10119
(212) 643-1600
(Name, address and telephone number of agent for service)
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Copies to:
MICHAEL D. DIGIOVANNA, Esq.
PARKER DURYEE ROSOFF & HAFT
529 Fifth Avenue
New York, New York 10017
(212) 599-0500
Approximate date of proposed sale to the public: From time to time
after the effective date of this Registration Statement.
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If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box. / /
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
Proposed
Proposed maximum
Title of securities Amount to be maximum offering aggregate Amount of
to be registered registered price Per Share(1) offering price(1) registration fee
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<S> <C> <C> <C> <C>
Common Stock, 3,307,500 $8.50(1) $28,113,750 $7,815.62
$0.01 par value (2)
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee, as
determined in accordance with Rules 457(c) and 457(h), using the average
of the high and low sales prices per share of Teltran's common stock as
reported on the NASDAQ Small Cap Market on November 10, 1999.
(2) Pursuant to Rule 416(a), the Registration Statement also relates to an
indeterminate number of additional shares of Teltran's common stock,
issuable upon the exercise of options pursuant to anti-dilution provisions
contained therein, which shares of common stock are registered hereunder.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to specified employees pursuant to Rule 428(b)(1) of the
Securities Act of 1933 (the "Securities Act"). The documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II below, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
The selling shareholders may acquire their shares through the exercise of
options granted to them in connection with Teltran International Group, Ltd.'s
1998 Stock Option Plan (the "Plan"). Options to purchase up to a maximum of
3,307,500 shares may be awarded under the Plan.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Documents Incorporated by Reference
Teltran International Group, Ltd. ("the Company") incorporates by
reference the documents listed below and any future filings made with the
Securities and Exchange Commission (the "SEC") under Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), until all
of the shares offered are sold.
(a) The Company's Registration Statement on Form 10-SB, as filed with
the SEC on March 31, 1999;
(b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1999; and
(c) The Company's Registration Statement on Form SB-2, as filed with the
SEC on April 8, 1999 (with respect to the description of the common
stock).
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 that also is or is
deemed to be incorporated by reference herein modifies or supersedes that
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
Certain legal matters in connection with the shares of common stock being
offered hereby will be passed upon for the Company by Parker Duryee Rosoff &
Haft, a professional corporation, New York, New York.
Item 6. Indemnification of Directors and Officers.
The Delaware General Corporation Law permits Delaware corporations to
eliminate or limit the personal liability of a director to the corporation for
monetary damages arising from certain breaches of fiduciary duties as a
director. Article Sixth of the Certificate of Incorporation of the Company
provides with respect to the indemnification of directors and officers that the
Company shall indemnify to the fullest extent permitted by Sections 102(b)(7)
and 145 of the Delaware General Corporation Law, as amended from time to time,
each person that such Sections grant the Company the power to indemnify. Article
Sixth of the Certificate of Incorporation of the Company also provides that no
director shall be liable to the corporation
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or any of its stockholders for monetary damages for breach of fiduciary duty as
a director, except with respect to (1) a breach of the director's duty of
loyalty to the corporation or its stockholders, (2) acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (3) liability under Section 174 of the Delaware General Corporation Law or
(4) a transaction from which the director derived an improper personal benefit,
it being the intention of the foregoing provision to eliminate the liability of
the corporation's directors to the corporation or its stockholders to the
fullest extent permitted by Section 102(b)(7) of Delaware General Corporation
Law, as amended from time to time.
Item 7. Exemption From Registration Claimed
Not Applicable.
Item 8. Exhibits
Exhibit
Number Description of Exhibits
- ------ -----------------------
5 Opinion of Parker Duryee Rosoff & Haft, P.C.
10 Stock Option Plan*
23(a) Consent of Liebman, Goldberg & Drogin LLP
23(b) Consent of Parker Duryee Rosoff & Haft, P.C. (Included in Exhibit 5
hereof)
24 Power of Attorney (included in the signature page of Part II of this
Registration Statement)
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* Incorporated by reference; filed with the Company's Registration Statement
on Form 10-SB, as filed with the SEC on March 26, 1999 (File No.
000-25641) and as amended on July 14, 1999 and September 29, 1999.
Item 17. Undertakings.
(a) The undersigned Company 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 "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; and
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(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 (a)(1)(i) and (ii) do not
apply if the registration statement is on Form S-3 or Form
S-8, and 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 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
to any of the securities being registered that remain unsold at the
end of the offering.
(b) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Company'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.
(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 SEC 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 payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the
Company 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
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
In accordance with 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 of 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 New York, State of New York, on November 11, 1999.
TELTRAN INTERNATIONAL GROUP, LTD.
By: /s/ Byron Lerner
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Byron Lerner, Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints BYRON LERNER his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution for him and in his
name, place and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and the 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 or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates stated.
Signature Title Date
--------- ----- ----
/s/ Byron Lerner Chairman of the Board, Chief November 11, 1999
- --------------------------- Executive Officer, Director
Byron Lerner (Principal Executive, Financial,
and Accounting Officer)
/s/ James Tubbs Director November 11, 1999
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James Tubbs
/s/ Martin Miller Director November 11, 1999
- ---------------------------
Martin Miller
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EXHIBIT 5
November 11, 1999
Teltran International Group, Ltd.
One Penn Plaza, Suite 4632
New York, New York 10119
Re: Registration Statement on Form S-8 under the Securities Act of 1933
Ladies and Gentlemen:
In our capacity as counsel to Teltran International Group, Ltd. (the
"Company"), a Delaware corporation, we have been asked to render this opinion in
connection with a Registration Statement on Form S-8, being filed
contemporaneously herewith by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, covering an aggregate
of 3,307,500 shares (the "Plan Shares") of Common Stock, $0.01 par value, which
will be issuable upon the exercise of options granted (or to be granted) under
the Company's 1998 Stock Option Plan (the "Plan").
In connection with, and as the basis for, the opinion we render herein, we
have examined the Certificate of Incorporation and the By-Laws of the Company,
both as amended to date, the Plan, the Registration Statement, corporate
proceedings of the Company relating to the granting of options under the Plans
and such other instruments and documents as we have deemed relevant under the
circumstances.
In making the aforesaid examinations, we have assumed the genuineness of
all signatures and the conformity to original documents of all copies furnished
us as original or photostatic copies. We have also assumed that the corporate
records furnished to us by the Company include all corporate proceedings taken
by the Company to date in connection with the Plans and the granting of options
under the Plans.
Based upon and subject to the foregoing, we are of the opinion that:
(1) The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware.
(2) The Plan Shares, when duly issued upon the due, timely and proper
exercise of options granted under the Plans, will be duly and validly authorized
and fully paid and non-assessable.
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We hereby consent to the use of our opinion as herein set forth as an
exhibit to the Registration Statement and to the use of our name in "Item 5 -
Interests of Named Experts and Counsel" in the Registration Statement.
Very truly yours,
PARKER DURYEE ROSOFF & HAFT
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Exhibit 23(a)
Liebman, Goldberg & Drogin LLP
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the use in the Registration Statement on Form S-8 of
our report dated February 22, 1999, relating to the audited financial statements
of Teltran International Group, Ltd. and any reference to our firm in the
Registration Statement.
/s/ LIEBMAN GOLDBERG & DROGIN LLP
LIEBMAN GOLDBERG & DROGIN LLP
GARDEN CITY, NY
November 11, 1999
