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As filed with the Securities and Exchange Commission on May 27, 1999
Registration No. 33-_________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TERAGLOBAL COMMUNICATIONS CORP.
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
225 Broadway, Suite 1600
San Diego, California 92101
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
Wyoming 33-0827963
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1997 STOCK OPTION PLAN
1999 STOCK OPTION PLAN
(FULL TITLE OF THE PLANS)
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James A. Mercer III, Vice President
TeraGLOBAL Communications Corp.
225 Broadway, Suite 1600
San Diego, California 92101
(619) 231-0555
(NAME, ADDRESS, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to be Price Per Offering Registration
to be Registered Registered Share(1) Price(1) Fee
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<S> <C> <C> <C> <C>
Common Stock,
no par value 3,000,000 shares $7.06 $21,165,667 $5,885
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(1) Estimated solely for purposes of determining the registration fee pursuant
to Rule 457(h) based on the actual exercise price for options outstanding
under the Plan and the average of the high and low prices of the Common
Stock of TeraGLOBAL Communications Corp. as reported on May 25, 1999 on the
OTC Bulletin Board for additional shares not covered by outstanding
options.
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INTRODUCTION
This Registration Statement on Form S-8 is filed by TeraGLOBAL Communications
Corp. (the "Company") relating to 3,000,000 shares of the Company's common stock
(the "Stock") issuable to certain individuals rendering services to the Company
under the Company's 1997 Stock Option Plan and the Company's 1999 Stock Option
Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN 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.
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, which the Company has previously filed with the
Securities and Exchange Commission (the "Commission"), or which are filed
subsequent to the date of this Registration Statement and prior to the filing of
a post-effective amendment to this Registration Statement that indicates that
all securities offered hereunder have been sold or that deregisters all
securities then remaining unsold, are incorporated herein by reference and made
a part hereof:
(a) The Company's Annual Report on Form 10-KSB for the year ended
December 31, 1998, filed with the Commission on March 30, 1999, filed pursuant
to Section 13(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act");
(b) All other reports filed by the Company pursuant to Sections 13(a) and
15(d) of the Exchange Act since December 31, 1998; and
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(c) The description of the Company's Stock contained in the Company's
Registration Statement on Form 10-SB filed with the Commission under the
Exchange Act on November 25, 1998, including any amendment or report filed for
the purpose of updating such description.
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 in
such document. 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.
Article VII of the Company's Bylaws provides that the Company shall
indemnify each of its directors against any claim or liability incurred by the
director by reason of his being a director of the Company, except for a claim or
liability arising from a director's own negligence or willful misconduct.
Under the Wyoming General Corporation Law, the Company may indemnify any of
its directors who is a party to a proceeding because he is a director against
liability incurred in the proceeding if (i) he acted in good faith; (ii) he
reasonably believed that his conduct was not opposed to the Company's best
interests; and (iii) in the case of a criminal proceeding, he had no reasonable
cause to believe his conduct was unlawful. The Company may not indemnify a
director in connection with a proceeding by or in the name of the Company,
except for reasonable expenses incurred by the director in connection with the
proceeding, and only if the director has met the standard of conduct set forth
in the previous sentence. Further, the Company may not indemnify a director to
the extent he received an improper financial benefit as a result of his conduct.
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, the Company has been informed that in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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EXHIBIT NUMBER DESCRIPTION
<S> <C>
4.1 Articles of Incorporation of the Company, as amended (1)
4.2 Bylaws of the Company, as amended (1)
4.3 1997 Stock Option Plan, as amended (1)
4.4 1999 Stock Option Plan (2)
5 Opinion of Luce, Forward, Hamilton & Scripps LLP.
23.1 Consent of Singer, Lewak, Greenbaum & Goldstein LLP.
23.2 Consent of Luce, Forward, Hamilton & Scripps LLP (contained in
Exhibit 5 hereto).
24 Power of Attorney (contained on signature page hereto).
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(1) Incorporated by reference to the Company's Registration Statement on Form
10-SB (000-25115) filed with the Commission on November 25, 1998.
(2) Incorporated by reference to the Company's Proxy Statement filed with the
Commission on May 3, 1999.
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;
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(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 (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 registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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 of 1933 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 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 of whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by a final adjudication of such issue.
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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 May 27, 1999.
TERAGLOBAL COMMUNICATIONS CORP.
By: /s/ PAUL COX
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Paul Cox, President
By: /s/ ISSA NAKHLEH
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Issa Nakhleh, Chief Financial Officer
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints DAVID
FANN and PAUL COX, or either of them, 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, at 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 other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, and each of them, with full powers and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as full to all intents and purposes as he might or
could do in person, hereby ratifying and confirming that said attorney-in-fact
and agent, or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
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.
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Signature Title Date
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<S> <C> <C>
/s/ PAUL COX Chairman of the Board and President May 27, 1999
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Paul Cox
/s/ DAVID FANN Director and Chief Executive Officer May 27, 1999
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David Fann
/s/ GRANT HOLCOMB Director and Chief Technical Officer May 27, 1999
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Grant Holcomb
Director May __, 1999
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John F.A.V. Cecil
Director May __, 1999
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William O. McCoy
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OPINION OF LUCE, FORWARD, HAMILTON & SCRIPPS LLP
Exhibit 5
May 27, 1999
TeraGLOBAL Communications Corp.
225 Broadway, Suite 1600
San Diego, CA 92101
Re: REGISTRATION STATEMENT ON FORM S-8 FOR 3,000,000 SHARES OF COMMON STOCK
Ladies and Gentlemen:
We have acted as your counsel in the preparation of a Registration
Statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission to register 3,000,000 shares of common stock
(the "Stock") of TeraGLOBAL Communications Corp., a Wyoming corporation (the
"Company"), to be issued pursuant to the Company's 1997 Stock Option Plan and
the Company's 1999 Stock Option Plan (together, the "Plans").
For purposes of rendering this opinion, we have made such legal and factual
examinations as we have deemed necessary under the circumstances and, as part of
such examination, we have examined, among other things, originals and copies,
certified or otherwise, identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary or
appropriate. For the purposes of such examination, we have assumed the
genuineness of all signatures on original documents and the conformity to
original documents of all copies submitted to us.
On the basis of and in reliance upon the foregoing examination and
assumptions, we are of the opinion that assuming the Registration Statement
shall have become effective pursuant to the provisions of the Securities Act of
1933, as amended, the shares of Stock being offered under the Plans, when issued
in accordance with the Registration Statement and the provisions of the Plans,
will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
LUCE, FORWARD, HAMILTON & SCRIPPS LLP
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CONSENT OF SINGER, LEWAK, GREENBAUM & GOLDSTEIN LLP
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 19, 1999, which appears on page
F-1 of the Annual Report on Form 10-KSB, as amended, of TeraGlobal
Communications Corp. and subsidiaries for the year ended December 31, 1998.
SINGER, LEWAK, GREENBAUM & GOLDSTEIN LLP
Los Angeles, California
May 27, 1999
