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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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Q COMM INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
Utah 88-4058493
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
1145 South 1680 West
Orem, UT 84057
(Address of Principal Executive Offices)
Consulting Agreement
(Full title of the plan)
Paul C. Hickey, Chief Executive Officer
1145 South 1680 West
Orem UT 84057
(Name and address of agent for service)
(801) 226-4222
(Telephone number, including area code, of agent for service)
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Copies to:
Jeffrey A. Rinde, Esq.
Bondy & Schloss LLP
6 East 43rd Street, 25th Floor
New York, New York 10017
Phone: (212) 661-3535
Fax: (212)972-1677
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Securities Proposed Maximum Proposed
to be Registered Offering Price Per Maximum
Amount to be Share Aggregate Offering Amount of
Registered Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, par value 400,000 shares(1) $0.70 $280,000 $ 73.92(2)
$.001 per share
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TOTAL 400,000 shares $280,000 $ 73.92
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</TABLE>
(1) Represents 400,000 shares of Common stock to be issued to a consultant of
the Registrant upon exercise of options granted at $0.70 per share as
compensation for services rendered pursuant to his consulting agreement.
(2) Calculated pursuant to Rule 457(h)(1) under the Securities Act based upon
the exercise price for the shares of common stock underlying the option.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the information specified in this Part
I will be sent or given to employees as specified by Rule 428(b)(1). Such
documents need not be filed with the Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in the
registration statement in Item 3 of Part II of this Form S-8, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
This Registration Statement on Form S-8 (the "Registration Statement")
of Q Comm International, Inc., a Utah corporation, (the "Registrant") covers
400,000 shares of the Registrant's common stock, par value $.001 per share
("Common Stock"), which are reserved for issuance upon the exercise of options
exercisable at $0.70 per share.
Item 1. Plan Information
(a) General Plan Information
The Registrant and John Taylor entered into a consulting agreement
(the "Consulting Agreement Plan") the nature and purpose of which were to
compensate John Taylor for corporate consulting services including actively
pursuing potential joint venture partners and
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sale opportunities for the Registrant's prepaid cellular products. The
Consulting Agreement Plan provides for issuance of an option to John Taylor to
purchase 400,000 shares at the exercise price of $0.70 per share. The option was
granted in July 2000 and expires in July 2005.
The Consulting Agreement Plan is sometimes hereinafter referred to
as the "Plan", and the participant in the Consulting Agreement Plan is sometimes
hereinafter referred to as the "Participant".
The Plan is not subject to any of the provisions of the Employee
Retirement Income Security Act of 1974.
The name, address and telephone number of the Registrant are as set
forth on the facing page of this Registration Statement. Additional information
about the Plan may be obtained from the Registrant by the Participant.
(b) Securities to be Offered
(1) Shares of Common Stock, par value $0.001 per share
(c) Employees Who May Participate in the Plan
John Taylor, a consultant (an "employee" defined by General Instruction
A.1(a) of Form S-8) to the Registrant is the only eligible participant in the
Consulting Agreement Plan.
(d) Purchase of Securities Pursuant to the Plans and Payment for
Securities Offered.
(1)&(2) The Participant in the Consulting Agreement Plan will be
issued shares of common stock upon the exercise of his
stock options.
(3) Contributions by the Participant is not applicable.
(4) No contributions by the Registrant other than the issuance
of shares is applicable.
(5) Reports to the Participant as to the amount and status of
his account under the Plan will not be made.
(6) The shares issuable pursuant to the Plan will be newly
issued shares of the Registrant.
(e) There are no resale restrictions on the securities offered.
(f) The Plan is not qualified under Section 401(a) of the Internal
Revenue Code and the Participant will recognize ordinary income at the time of
the issuance of his shares measured on the date of exercise by the difference
between the aggregate exercise price and the fair market value of the
Registrant's Common Stock which is acquired by the Participant.
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(g) Investment of Funds
Not Applicable.
(h) Withdrawal from Plan; Assignment of Contract
(1) Withdrawal from Plan - Not Applicable.
(2) The Participant's interest in the Plan may not be assigned.
(i) Forfeiture and Penalties
Unexercised and non-vested options cancelled out. There are no
provisions for forfeiture or penalties under the Consulting
Agreement Plan.
(j) Charges and Deductions and Liens Therefore
There are no charges or deductions that may be made against the
Participant's interest in the Plan.
Item 2. Registrant Information and Employee Plan Annual Information.
Registrant shall provide to the Participant, without charge,
upon written or oral request, the documents incorporated by reference in Item 3
of Part II of this Registration Statement. The Registrant shall also provide to
the Participant, without charge, upon written or oral request, all of the
documents required to be delivered to the Participant pursuant to Rule 428(b).
Any and all such requests shall be directed to the Registrant at the address set
forth on the cover page hereof. Its telephone number is (801) 226-4222.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission are
incorporated herein by reference:
(a) Registration of Securities on Form 10-SB filed on
January 13, 2000.
(b)(i) Current Report on Form 8-K filed on March 20, 2000.
(b)(ii) Current Report on Form 8-K filed on March 30, 2000.
(b)(iii) Current Report on Form 8-K/A filed on April 20, 2000.
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(b)(iii) Quarterly Report on Form 10-QSB filed on May 22,
2000 for the quarter ended March 31, 2000.
(b)(iv) Quarterly Report on Form 10-QSB filed on July 27,
2000 for the quarter ended June 30, 2000.
In addition, all documents subsequently filed by the Registrant
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
registered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such documents.
Any statement contained herein or 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 which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such 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.
The Registrant's authorized capital stock consists of 50,000,000 shares
of Common Stock, $.001 par value, of which 9,334,270 shares are issued and
outstanding.
Subject to the rights of the holders of any series of preferred stock,
the holders of Common Stock are entitled to receive dividends, if any, as may be
declared from time to time by the Board of Directors in its discretion from
funds legally available therefor. Upon liquidation or dissolution of the
Registrant, the holders of Common Stock are entitled to receive a pro rata share
of all assets available for distribution to stockholders after payment of all
obligations of the Registrant including dividends and preferences attributed to
any series of preferred stock. The shares of Common Stock have no cumulative
voting rights or preemptive or other subscription rights and there are no
conversion rights or redemption provisions with respect to such shares. The
shares of Common Stock presently outstanding are validly issued, fully paid and
non-assessable. Authorized Common Stock may be issued at any time and from time
to time, in such amounts, and for such consideration as may be fixed by the
Board of Directors of the Registrant.
Item 5. Interests of Named Experts and Counsel.
Bondy & Schloss LLP serves as general counsel to the Registrant and
currently owns an option to purchase 90,000 shares of common stock of the
Registrant, at an exercise price of $1.00 per share.
Item 6. Indemnification of Directors and Officers.
The Utah Business Corporation Act (the "UBCA"), in general, allows
corporations to indemnify their directors and officers against expenses actual
and reasonable incurred in
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connection with a proceeding, if the person acted in good faith and in a manner
the person reasonably believed to be in, or not opposed to, the best interests
of the corporation. In the case of a criminal action or proceeding, the director
or officer must have had no reasonable cause to believe that the person's
conduct was unlawful. A corporation may not indemnify a director (a) in
connection with a proceeding by or in the right of the corporation in which the
director was adjudged liable to the corporation, or (b) in connection with any
other proceeding charging that the director derived an improper personal
benefit, whether or not involving action in his official capacity, in which
proceeding he was adjudged liable on the basis that he derived an improper
personal benefit.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit No. Description
4.7 *Options issued to John Taylor dated July 7, 2000.
5.2 * Opinion of Bondy & Schloss LLP as to the legality of
the securities being offered.
23.2 * Consent of Bondy & Schloss LLP (included in Exhibit 5.1).
23.3 * Consent of Pritchett, Siler & Hardy, P.C.
24.1 * Powers of Attorney (included on p. II-4 of this
Registration Statement).
99.1 *Consulting Agreement between the Registrant and John Taylor
dated July 7, 2000.
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* Filed herewith.
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 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; (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; and (3) To remove from registration by means
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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 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 herein, 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 Securities 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 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
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 Orem, Utah on the 9th day of August, 2000.
Q COMM INTERNATIONAL, INC.
By: /s/ Paul C. Hickey
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Paul C. Hickey, Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on the 9th day of August, 2000.
Signature Title
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/s/ Paul C. Hickey Chief Executive Officer, Chairman
----------------------------------- and Director
Paul C. Hickey
/s/ Stephen C. Flaherty President
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Stephen C. Flaherty
/s/ Brent T. Bingham Director
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Brent T. Bingham
/s/ KC Holmes Director
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KC Holmes
/s/ Katie Benioni Secretary
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Katie Benioni
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Paul C. Hickey, his true and lawful
attorneys-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) of and supplements 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 such attorneys-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, to all intents and purposes and as fully
as they might or could do in person, hereby ratifying and confirming all that
such attorneys-in-fact and agent, or his substitute, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Power of Attorney has been signed by the following persons in the
capacities indicated on the of August, 2000.
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<CAPTION>
Signature Title
<S> <C>
/s/ Paul C. Hickey Chief Executive Officer, Chairman
----------------------------------- and Director
Paul C. Hickey
/s/ Stephen C. Flaherty President
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Stephen C. Flaherty
/s/ Brent T. Bingham Director
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Brent T. Bingham
/s/ KC Holmes Director
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KC Holmes
/s/ Katie Benioni Secretary
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Katie Benioni
</TABLE>
II-4
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EXHIBIT INDEX
Index and Description of Exhibits.
Exhibit No. Description
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4.7 *Options issued to John Taylor dated July 7, 2000.
5.2 * Opinion of Bondy & Schloss LLP as to the legality
of the securities being offered.
23.2 * Consent of Bondy & Schloss LLP (included in
Exhibit 5.1).
23.3 * Consent of Pritchett, Siler & Hardy, P.C.
24.1 * Powers of Attorney (included on p. II-4 of this
Registration Statement).
99.1 * Consulting Agreement between the Registrant and
John Taylor dated July 7, 2000.
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* Filed herewith.
