<PAGE>
As filed with the Securities and Exchange Commission on February 4, 2000
Registration No. 333-
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WORLDQUEST NETWORKS, INC.
(Name of Small Business Issuer in its Charter)
Delaware 4813 75-2838415
(State or (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification
incorporation or Number)
organization)
16990 Dallas Parkway, Suite 220
Dallas, Texas 75248
(972) 818-0460
(Address and telephone number
of principal executive offices and principal place of business)
B. Michael Adler
Chairman of the Board
16990 Dallas Parkway, Suite 220
Dallas, Texas 75248
(972) 818-0460
(Name, address and telephone number
of agent for service)
Copies to:
Michael D. Parsons, Esq. Thomas J. Poletti, Esq.
Michael A. Watson, Esq. Susan B. Kalman, Esq.
Glast Phillips & Murray, P.C. Ted Weitzman, Esq.
13355 Noel Road, Suite 2200 Kirkpatrick & Lockhart LLP
Dallas, Texas 75240 9100 Wilshire Boulevard, 8th Floor
Telephone (972) 419-8300 East
Facsimile (972) 419-8329 Beverly Hills, California 90212
Telephone (310) 273-1870
Facsimile (310) 274-8357
Approximate Date of Commencement of Proposed Sale to the Public: As soon as
practicable after the effective date of this registration statement.
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,
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, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-93019
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 this Form is a post-effective amendment filed pursuant to Rule 462(d)
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>
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<CAPTION>
Proposed Maximum
Amount to be Aggregate Offering Amount of
Title of Each Class of Securities to Be Registered Registered Price(1) Registration Fee
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<S> <C> <C> <C>
Common Stock, $.01 par value(2).................... 287,500 $3,737,500 $ 987
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Common Stock, $.01 par value(3).................... 25,000 $ 503,750 $ 133
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Total.............................................. 312,500 $4,241,250 $1,120
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933.
(2) Includes shares which the underwriters have the option to purchase to cover
over-allotments, if any, equal to fifteen percent of the shares being
offered.
(3) Issuable upon exercise of the Representatives' Warrant.
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<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. The contents of the Registration Statement
on Form SB-2 (Reg. No. 333-93019) filed by WorldQuest Networks, Inc. (the
"Company") with the Securities and Exchange Commission on December 17, 1999, as
amended, including the exhibits thereto, and declared effective by the
Commission on February 4, 2000, are incorporated herein by reference.
<PAGE>
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 for filing on Form SB-2 and authorized this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dallas, State of Texas on February 4, 2000.
WORLDQUEST NETWORKS, INC.
/s/ B. Michael Adler
By: _________________________________
B. Michael Adler, Chairman of
the
Board and Chief Executive Officer
We, the undersigned directors and officers of WorldQuest Networks, Inc.,
hereby constitute and appoint B. Michael Adler and Michael R. Lanham, or either
of them, our true and lawful attorneys and agents, to do any and all acts and
things in our names in the capacities indicated below, which said attorneys and
agents, or either of them, may deem necessary or advisable to enable said
corporation to comply with the Securities Act of 1933, as amended, and any
rules, regulations, and requirements of the Securities and Exchange Commission,
in connection with this registration statement, including specifically, but
without limitation, power and authority to sign for us or in our names and in
the capacities indicated below, any and all amendments (including post-
effective amendments) to this registration statement, or any related
registration statement that is to be effective upon filing pursuant to
Rule 462(b) under the Securities Act of 1933, as amended; and we do hereby
ratify and confirm all that the said attorneys and agents, or either of them,
shall 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 capacity
indicated on February 4, 2000.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ B. Michael Adler Director and Chief Executive February 4, 2000
____________________________________ Officer (Principal
B. Michael Adler Executive Officer)
/s/ Michael R. Lanham Director and President February 4, 2000
____________________________________
Michael R. Lanham
/s/ Hugh E. Humphrey, Jr. Director February 4, 2000
____________________________________
Hugh E. Humphrey, Jr.
/s/ E. Denton Jones Director February 4, 2000
____________________________________
E. Denton Jones
/s/ Nabil N. El-Hage Director February 4, 2000
____________________________________
Nabil N. El-Hage
/s/ Mark C. Levy Chief Financial Officer February 4, 2000
____________________________________ (Principal Financial and
Mark C. Levy Accounting Officer)
</TABLE>
II-1
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
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<C> <S>
5.1 Opinion of Glast, Phillips & Murray, PC
23.1 Consent of Ernst & Young LLP
23.2 Consent of Glast, Phillips & Murray, PC (contained in Exhibit 5.1)
24.1 Powers of Attorney (included on signature page of registration
statement)
</TABLE>
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF GLAST, PHILLIPS & MURRAY APPEARS HERE]
February 4, 2000
WorldQuest Networks, Inc.
16990 Dallas Parkway
Suite 220
Dallas, TX 75248
Re: WorldQuest Networks, Inc.
Gentlemen:
We are acting as counsel for WorldQuest Networks, Inc., a Delaware
corporation (the "Company"), in connection with the filing under the Securities
Act of 1933, as amended (the "Act"), of a Form SB-2 Registration Statement (the
"462(b) Registration Statement") for the Company filed with the Securities and
Exchange Commission ("SEC") pursuant to Rule 462(b) promulgated under the Act
covering an additional 312,500 shares (the "Additional Shares") of common stock,
par value $0.01 per share (the "Common Stock"), of the Company (including up to
37,500 shares subject to the underwriters' over-allotment option). The 462(b)
Registration Statement to be used for the offer and sale of the Additional
Shares is filed with the SEC in connection with the proposed public offering
described in the Form SB-2 Registration Statement (Registration No. 333-93019)
filed with the SEC on December 17, 1999, as amended, which was declared
effective by the SEC on February 4, 2000.
We have examined and are familiar with the originals or authenticated
copies of all corporate or other documents, records and instruments that we have
deemed necessary or appropriate to enable us to render the opinion expressed
below.
We have assumed that all signatures on all documents presented to us are
genuine, that all documents submitted to us as originals are accurate and
complete, that all documents submitted to us as copies are true and correct
copies of the originals thereof, that all information submitted to us was
accurate and complete and that all persons executing and delivering originals or
copies of documents examined by us were competent to execute and deliver such
documents. In addition, we have assumed that the Additional Shares will not be
issued for consideration less than the par value thereof and that the form of
consideration to be received by the Company for the Additional Shares will be
lawful consideration under the Delaware General Corporation Law.
Based on the foregoing and having due regard for the legal considerations
we deem relevant, we are of the opinion that the Additional Shares, when issued
as described in the 462(b) Registration Statement, will be validly issued by the
Company, fully paid and nonassessable.
<PAGE>
WorldQuest Networks, Inc.
February 4, 2000
Page 2
This opinion is limited in all respects to the laws of the United States of
America and the Delaware General Corporation Law.
We advise you that members of this firm own options to acquire 10,000
shares of Common Stock of the Company.
This opinion may be filed as an exhibit to the 462(b) Registration
Statement, and we further consent to all references to us in the 462(b)
Registration Statement, the prospectus constituting a part thereof and any
amendments thereto.
Sincerely,
/s/ Glast, Phillips & Murray, P.C.
GLAST, PHILLIPS & MURRAY,
a Professional Corporation
MDP/jsk
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts"
incorporated by reference in the Registration Statement on Form SB-2 of
WorldQuest Networks, Inc., for the registration of 312,500 shares of its common
stock, and to the incorporation by reference therein of our report dated
December 22, 1999 except for the last paragraph in Note 1 as to which the date
is February 1, 2000, with respect to the consolidated financial statements of
WorldQuest Networks, Inc., included in the Form SB-2 Registration Statement
(Registration No. 333-93019) filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Dallas, Texas
February 4, 2000
