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As filed with the Securities and Exchange Commission on April 11, 2000.
Registration No. 333-
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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VOICE MOBILITY INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
NEVADA 33-0777819
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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#180-13777 Commerce Parkway,
Richmond, British Columbia,
Canada V6V 2X3
(Address, including zip code, of registrant's principal executive offices)
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VOICE MOBILITY INTERNATIONAL, INC.
1999 STOCK OPTION PLAN
(Full Title of the Plan)
William E. Krebs, Chairman
Voice Mobility International, Inc.
#180 - 13777 Commerce Parkway,
Richmond, British Columbia,
Canada V6V 2X3
(604) 482-1245
(Name, address, and telephone number, including area code, of agent for service)
WITH A COPY TO:
John M. Iino, Esq.
Brand Farrar & Buxbaum LLP
515 South Flower Street, Suite 3500
Los Angeles, California 90071-2201
(213) 228-0288
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Per Aggregate Offering Amount of
be Registered Registered (1) Share (2) Price Registration Fee (2)
<S> <C> <C> <C> <C>
Common Stock 5,000,000 [$8.04] [$40,200,000.00] [$10,612.80]
</TABLE>
(1) An undetermined number of additional shares may be issued if the
anti-dilution adjustment provisions of the Voice Mobility
International, Inc. 1999 Stock Option Plan becomes operational.
(2) The price of $8.04 per share, which is the average of the bid and asked
prices of the Common Stock reported on the OTC Bulletin Board on April
07, 2000, is set forth solely for purposes of calculating the filing
fee pursuant to Rule 457(c) and (h).
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. VOICE MOBILITY INTERNATIONAL, INC. 1999 STOCK OPTION PLAN
INFORMATION.
The documents containing the information specified in this Item 1 will
be sent or given to employees, directors or others as specified by Rule
428(b)(1) promulgated under the Securities Act of 1933, as amended (the "1933
Act"). In accordance with the rules and regulations of the Securities and
Exchange Commission (the "SEC") and the instructions to Form S-8, such documents
are not being filed with the SEC either as part of this Registration Statement
or as prospectus supplements pursuant to Rule 424.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The documents containing the information specified in this Item 2 will
be sent or given to employees as specified by Rule 428(b). In accordance with
the rules and regulations of the SEC and the instructions to Form S-8, such
documents are not being filed with the SEC either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the SEC are incorporated by
reference in this Registration Statement:
(1) The Registrant's Form 10-KSB for the period ended December 31,
1999, filed with the SEC on March 30, 2000.
(2) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 10-SB Amendment No. 5 filed with the
SEC February 14, 2000 pursuant to Section 12 of the Securities Exchange Act of
1934, as amended (the "1934 Act").
All documents subsequently filed with the SEC by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the
filing of a post-effective amendment which indicates that all securities offered
herein have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Nevada General Corporation Law permits the indemnification of
officers, directors, employees and agents of the Registrant. The Registrant's
Certificate of Incorporation and Bylaws permits the indemnification of its
officers to the fullest extent permitted by law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibit Index appears on page 8.
ITEM 9. UNDERTAKINGS.
The Registrant hereby undertakes to file, during any period in which
offers or sales are being made, a post-effective amendment to this Registration
Statement to:
(i) Include any prospectus required by Section 10(a)(3) of the
1933 Act;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement. 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
prospectus filed with the SEC 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 Fee" table in the effective Registration
Statement; and
(iii) Include any additional or changed material information
on the plan of distribution.
The Registrant hereby undertakes that, for the purpose of determining
any liability under the 1933 Act, each such post-effective amendment shall be
deemed to be a new
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registration statement of the securities offered, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
The Registrant hereby undertakes to file a post-effective amendment to
this Registration Statement to remove from registration any of the securities
being registered which remain unsold at the termination of the offering.
The Registrant hereby undertakes that, for purposes of determining any
liability under the 1933 Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the 1934 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the small business issuer pursuant to the foregoing provisions, or otherwise,
the small business issuer 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 of 1933 and is, therefore, unenforceable.
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SIGNATURES
Pursuant to 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 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 Vancouver, British Columbia, Canada on April 10,
2000.
VOICE MOBILITY INTERNATIONAL, INC.
By: /s/ William Krebs
-------------------------------
William Krebs
Chairman of the Board
POWER OF ATTORNEY
We, the undersigned officers and directors of Voice Mobility
Interntaional, Inc., hereby severally constitute and appoint Mr. William Krebs
our true and lawful attorney, with full power to him, to sign for us in our
names in the capacities indicated below, any amendments to this Registration
Statement on Form S-8 (including post-effective amendments), and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, and generally to do all things in
our names and on our behalf in our capacities as officers and directors to
enable Voice Mobility International, Inc. to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorney to said Registration Statement and any and all
amendments thereto.
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 date indicated.
Signature Title Date
- --------- ----- ----
/s/ William Krebs Chairman of the Board, April 10, 2000
- ----------------------------- Secretary and Treasurer
William Krebs
/s/ Thomas O'Flaherty President, Director April 10, 2000
- -----------------------------
Thomas O'Flaherty
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/s/ Edith Marion Both Director April 10, 2000
- -----------------------------
Edith Marion Both
/s/ Randy G. Buchamer Director April 10, 2000
- -----------------------------
Randy G. Buchamer
/s/ James J. Hutton Chief Executive Officer, April 10, 2000
- ----------------------------- Director
James J. Hutton
/s/ Colin Corey Director April 10, 2000
- -----------------------------
Colin Corey
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EXHIBIT INDEX
Exhibits marked with an asterisk (*) are incorporated by reference to
documents previously filed by the Registrant with the Securities and Exchange
Commission, as indicated. All other documents listed are filed with this
Registration Statement.
Exhibit
Number Description
------- -----------
4.1 Articles of Incorporation of the Registrant, as amended.*
4.2 Bylaws of the Registrant, as amended.*
4.3 Voice Mobility International, Inc. 1999 Stock Option Plan
(incorporated by reference to the Registrant's Registration
Statement on Form 10-SB Amendment No. 5 filed with the SEC
on February 14, 2000).*
5.1 Opinion of Brand Farrar & Buxbaum LLP.
23.1 Consent of Brand Farrar & Buxbaum LLP (included in Exhibit
5.1).
23.2 Consent of Bedford Curry & Co.
23.3 Consent of Ernst & Young, LLP
24.1 Power of Attorney (included as part of the signature page to
this Registration Statement).
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Exhibit 5.1
BRAND FARRAR & BUXBAUM LLP
COUNSELLORS AT LAW
515 South Flower Street, Suite 3500
Los Angeles, California 90071-2201
April 10, 2000
Voice Mobility International, Inc.
#180-13777 Commerce Parkway,
Richmond, British Columbia,
Canada V6V 2X3
Re: VOICE MOBILITY INTERNATIONAL, INC.
1999 Stock Option Plan
5,000,000 Shares of Common Stock, $0.001 Par Value
Ladies and Gentlemen:
We have acted as counsel for Voice Mobility International, Inc. (the
"Registrant") in connection with the preparation and filing of a Registration
Statement on Form S-8 (the "Registration Statement") for the registration under
the Securities Act of 1933, as amended, of 5,000,000 shares of the Registrant's
Common Stock, $.001 par value (the "Shares"), to be issued upon the exercise of
options under the Voice Mobility International, Inc. 1999 Stock Option Plan (the
"Plan").
In rendering our opinion, we have examined, and are familiar with, and
have relied as to factual matters solely upon, originals or copies certified, or
otherwise identified to our satisfaction, of such documents, corporate records
or other instruments as we have deemed necessary or appropriate for the purposes
of the opinion set forth herein, including without limitation:
1. The Certificate of Incorporation of the Registrant.
2. The Bylaws of the Registrant, as amended to date.
3. Confirmation of the Secretary of the State of Nevada as to the
good standing of the Registrant in that state.
4. A Certificate of the Secretary of the Registrant relating to
resolutions duly adopted by the Board of Directors of the
Registrant regarding the Plans.
5. A Copy of the Plan.
<PAGE>
In addition to the examination outlined above, we have conferred with
various officers of the Registrant and have ascertained or verified, to our
satisfaction, such additional facts as we deemed necessary or appropriate for
the purposes of this opinion.
Based upon and subject to the foregoing, we are of the opinion that the
Shares are duly authorized and, when issued and delivered pursuant to the terms
of the Plan and the terms of any agreement relating to any of the options
granted thereunder, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Brand Farrar & Buxbaum LLP
BRAND FARRAR & BUXBAUM LLP
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITOR
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of Voice Mobility International, Inc.
pertaining to the 1999 Stock Option Plan of our report dated March 29, 1999,
with respect to the consolidated financial statements of Voice Mobility
International, Inc. incorporated by reference in the Annual Report on Form
10KSB for the year ended December 31, 1999 and in its Registration Statement
on Form 10-SB Amendment No. 5 for the year ended December 31, 1998.
/s/ BEDFORD CURRY & CO.
Chartered Accountants
Vancouver, British Columbia
April 10, 2000
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITOR
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of Voice Mobility International, Inc.
pertaining to the 1999 Stock Option Plan of our report dated March 20, 2000,
with respect to the consolidated financial statements of Voice Mobility
International, Inc. incorporated by reference in the Annual Report on Form
10-KSB for the year ended December 31, 1999.
/s/ ERNST & YOUNG LLP.
Chartered Accountants
Vancouver, British Columbia
April 10, 2000
