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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
_________________
WORLDQUEST NETWORKS, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-2838415
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
_________________
16990 Dallas Parkway
Suite 220
Dallas, Texas 75248
(Address of principal executive offices)
_________________
AMENDED 1997 STOCK OPTION PLAN
(Full title of the plan)
_________________
B. Michael Alder
Chairman of the Board
16990 Dallas Parkway
Suite 220
Dallas, Texas 75248
(Name and address of agent for service)
(972)818-0460
(Telephone number, including area code, of agent for service)
With copies to:
Mike Parsons, Esq.
Glast, Phillips & Murray, P.C.
13355 Noel Road, Suite 2200
Dallas, Texas 75240
(972)419-8300
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered(1) per Share(2) Price(1)(2) Registration Fee(2)
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<S> <C> <C> <C> <C>
Common Stock, $.01 500,000 $6.9375 $3,468,750 $916
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement also covers an
indeterminate number of additional shares that may be issuable in
connection with share splits, share dividends or similar transactions.
(2) Estimated pursuant to Rule 457(c) under the Securities Act, solely for the
purpose of calculating the registration fee, based on the average of the
high and low prices for the Company's common stock as reported within five
business days prior to the date of this filing.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
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Item 2. Registrant Information and Employee Plan Annual Information.*
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*The document(s) containing the information specified in Part 1 of Form S-8 will
be sent or given to participants as specified by Rule 428(b)(1) promulgated by
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Securities Act"). Such document(s) are not being
filed with the Commission, but constitute (along with the documents incorporated
by reference into the Registration Statement pursuant to Item 3 of Part II
hereof) a prospectus that meets the requirements of Section 10(a) of the Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
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The following documents previously filed by WorldQuest Networks, Inc.
(the "Company") with the Commission are hereby incorporated by reference into
this Registration Statement:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1999 (the "Annual Report") filed by the
Company (SEC File No. 0-27751) under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), with the Commission on
March 29, 2000.
(b) The Company's Quarterly Report on Form 10-QSB for the quarterly
period ended March 31, 2000 filed by the Company under the
Exchange Act with the Commission on May 15, 2000.
(c) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the
Annual Report referred to in (a) above.
(d) The description of the Company's Common Stock set forth under the
caption "Description of Capital Stock" in the Company's
Registration Statement on Form SB-2 (File No. 333-93019), filed
with the Commission on December 17, 1999, as amended from time to
time and in the Prospectus included in such Registration
Statement.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities them remaining unsold,
shall be deemed incorporated by reference into this Registration Statement and
to be a part thereof from the date of the filing of such documents. Any
statement contained in the documents incorporated, or deemed to be incorporated,
by reference herein or therein shall be deemed to be modified or superseded for
purposes of this Registration Statement and the prospectus which is a part
hereof (the "Prospectus") to the extent that a statement contained herein or
therein or in any other subsequently filed document which also is, or is deemed
to be, incorporated by reference herein or therein 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 and the Prospectus.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
Two members of Glast, Phillips & Murray, P.C. have options to acquire an
aggregate of 10,000 shares of Common Stock at an exercise price equal to $13.00
per share.
Item 6. Indemnification of Directors and Officers.
------------------------------------------
Section 145 of the Delaware General Corporation Law (the "Delaware Law")
provides broad authority for indemnification of directors and officers. The
Certificate of Incorporation and Bylaws of the Company provide for
indemnification of its officers and directors to the fullest extent permitted by
the Delaware Law.
As permitted by Section 102(b)(7) of the Delaware Law, the Company's
Certificate of Incorporation provides that a director shall not be liable for
monetary damages for breach of his fiduciary duty as a director except in
certain limited circumstances.
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The Company also maintains officers' and directors' liability insurance
which provides insurance coverage for covered liabilities that may be imposed
upon officers or directors under various circumstances.
Item 7. Exemption from Registration Claimed.
------------------------------------
Not Applicable.
Item 8. Exhibits.
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See the Exhibit Index following the signature page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.
Item 9. Undertakings.
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(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 the Registration
Statement to: (i) include any prospectus required by Section
10(a)(3) of the Securities Act; (ii) reflect in the
prospectus any facts or events arising after the effective
date of the Registration Statement which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the Registration Statement; and
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 end of
the estimated maximum offering range may be reflected in the
form of a prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration" table in the effective
registration statement; and (iii) include any additional or
changed 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 provisions
(i) and (ii) of this undertaking are inapplicable if the
information to be filed thereunder is contained in periodic
reports filed by the Company pursuant to the Exchange Act
that are incorporated by reference into 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 post-effective
amendment any of the securities being registered which
remains unsold at the termination of the offering.
(b) 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 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 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 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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(c) The 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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Dallas, State of Texas, on June 27, 2000.
WORLDQUEST NETWORKS, INC.
By: /s/ B. Michael Alder
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B. Michael Adler, Chairman of the
Board and Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated. Each person whose signature to the
Registration Statement appears below hereby appoints B. Michael Adler and
Michael R. Lanham, or either one of them, as such person's attorney-in-fact with
full power to act alone, with full power of substitution or resubstitution, for
such person and in such person's name, place and stead, in any and all
capacities to sign on such person's behalf, individually and in the capacities
stated below, and to file any and all amendments and post-effective amendments
to this Registration Statement, which amendment or amendments may make such
changes and additions as such attorney-in-fact may deem necessary or appropriate
Name Office Date
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/s/ B. Michael Adler Chief Executive Officer June 27, 2000
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B. Michael Adler and Director (Principal
Executive Officer)
/s/ Michael R. Lanham Director June 27, 2000
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Michael R. Lanham
/s/ Hugh E. Humphrey, Jr. Director June 27, 2000
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Hugh E. Humphrey, Jr.
/s/ E. Denton Jones Director June 27, 2000
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E. Denton Jones
/s/ Nabil N. El-Hage Director June 27, 2000
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Nabil N. El-Hage
/s/ Mark C. Levy Chief Financial Officer June 27, 2000
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Mark C. Levy (Principal Financial and
Accounting Officer)
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WORLDQUEST NETWORKS, INC.
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
Exhibit
Number Description of Exhibits
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4.1 Specimen common stock certificate, filed as Exhibit 4.1 to the
Company's Form SB-2 Registration Statement, File No. 333-82721
(the "Prior Registration Statement), and incorporated herein by
this reference.
4.2 Amended and Restated Note dated May 5, 1999 payable to WorldQuest
Networks, LLC (now known as Eagle Venture Capital, LLC), filed as
Exhibit 4.2 to the Prior Registration Statement, and incorporated
herein by this reference.
4.3.1 Representatives' Warrant dated February 4, 2000 granted to John
G. Kinnard and Company Incorporated for 68,750 shares of common
stock, filed as Exhibit 4.3.1 to the Company's Annual Report on
Form 10-KSB for the fiscal year ended December 31, 1999, and
incorporated herein by reference.
4.3.2 Representatives' Warrant dated February 4, 2000 granted to
Kaufman Bros., L.P. for 178,750 shares of common stock filed as
Exhibit 4.3.2 to the Company's Annual Report on Form 10-KSB for
the fiscal year ended December 31, 1999, and incorporated herein
by reference.
4.3.3 Representatives' Warrant dated February 4, 2000 granted to
WestPark Capital, Inc. for 27,500 shares of common stock filed as
Exhibit 4.3.3 to the Company's Annual Report on Form 10-KSB for
the fiscal year ended December 31, 1999, and incorporated herein
by reference.
4.4 Amended and Restated Note date August 15, 1999 payable to Eagle
Capital Venture, LLC, which replaces the Amended and Restated
Note filed as Exhibit 4.2, filed as Exhibit 4.4 to the Prior
Registration Statement, and incorporated herein by this
reference.
4.5 Form of Unsecured Subordinated Convertible Promissory Note issued
in the private placement closed in December 1999 (the "Private
Placement"), filed as Exhibit 4.5 to the Company's Form SB-2
Registration Statement, File No. 333-93019 (the "Second
Registration Statement"), and incorporated herein by this
reference.
4.6 Form of Warrant issued in the Private Placement, filed as Exhibit
4.6 to the Second Registration Statement, and incorporated herein
by this reference.
4.7 Amended 1997 Stock Option Plan, filed as Exhibit 10.2 to the
Prior Registration Statement, and incorporated herein by this
reference.
*5.1 Opinion of Glast, Phillips & Murray, a Professional Corporation.
*23.1 Consent of Ernst & Young LLP.
23.2 Consent of Glast, Phillips & Murray, P.C. (contained in Exhibit
5.1).
24.1 Power of Attorney (included on signature page of Registration
Statement).
_______________________
* Filed herewith.
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