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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HUGO INTERNATIONAL TELECOM, INC.
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(Exact Name of Registrant as Specified in Its Charter)
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Delaware 98-0226479
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(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
6 Waterside Drive
Langley Business Park, Langley Slough
Berkshire, United Kingdom SL3 6EZ
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(Address of Principal Executive Offices) (Zip Code)
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If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A(c), check the following box. [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A(d), check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
Common Stock, $0.0001 Par Value None
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
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ITEM 1: DESCRIPTION OF REGISTRANT'S ORGANIZATION, FINANCIAL STRUCTURE
AND BUSINESS.
A complete description of the organization and business of
Hugo International Telecom, Inc. (the "Company") is set forth in the Company's
Registration Statement on Form SB-2 (Registration No. 333-43642) filed with the
Commission on August 11, 2000, as amended from time to time (the "Registration
Statement"), under the caption "Description of the Business" and is incorporated
herein by reference. A complete description of the financial structure of the
Company is set forth in the Registration Statement under the captions
"Capitalization" and "Financial Statements" and is incorporated herein by
reference.
ITEM 2: DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A complete description of the Company's Common Stock, par
value $0.0001 per share, which is to be registered hereunder is contained in the
Registration Statement under the caption "Description of Securities" and is
incorporated herein by reference.
ITEM 3: OFFERINGS OF REGISTRANT'S SECURITIES.
A complete description of the terms on which securities of the
Company have been offered during the preceding three years and on which the
securities to be registered will be offered is set forth in the Registration
Statement under the captions "Selling Stockholders", "Plan of Distribution" and
"Recent Sales of Unregistered Securities" and is incorporated herein by
reference.
ITEM 4: CERTAIN BENEFICIAL OWNERS, MANAGEMENT AND RELATED
TRANSACTIONS.
A complete description of the directors, officers and
stockholders of record holding more than ten percent of any equity security of
the Registrant is set forth in the Registration Statement under the caption
"Security Ownership of Certain Beneficial Owner's and Management" and is
incorporated herein by reference. A complete description of the compensation of
the Registrant's officers and directors owning more than ten percent of any
equity security of the Registrant is set forth in the Registration Statement
under the caption "Summary Compensation Table" and is incorporated herein by
reference. A description of the Exchange Agreement among the Registrant and
certain of its stockholders is set forth in the Registration Statement under the
caption "Recent Sales of Unregistered Securities" and is incorporated herein by
reference.
ITEM 5: COMPENSATION OF CONSULTANTS AND OTHERS.
A description of compensation exceeding $20,000 annually to
persons other than the Registrant's officers and directors is set forth in the
Registration Statement under the caption "Financial Statements", at Note 11
entitled "Commitments" and is incorporated herein by reference.
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ITEM 6: BONUS AND PROFIT-SHARING ARRANGEMENTS.
None.
ITEM 7: MANAGEMENT AND SERVICE CONTRACTS.
(a) Consulting Agreement between Hugo International
Limited and RCI incorporated herein by reference to Exhibit 10.2 of the
Registrant's Registration Statement.
(b) Service Provider Agreement dated March 15, 1999
between Dolphin Telecommunications Limited and Hugo International Limited
incorporated herein by reference to Exhibit 10.5 of the Registrant's
Registration Statement.
(c) Service Provider Agreement dated July 29, 1998
between Dolphin Telecommunications Limited, National Bank Three Limited,
Fleetcomm Limited T/A Fleetcomm Mobile Radio Networks and Hugo International
Limited is incorporated herein by reference to Exhibit 10.10 of the Registrant's
Registration Statement.
(d) Retainer Agreement dated as of March 16, 1999 between
Hugo International Limited and Mark Lawrence Temple incorporated herein by
reference to Exhibit 10.14 of Registrant's Registration Statement.
(e) Retainer Agreement dated as of March 16, 1999 between
Hugo International Limited and Andrew Robert Temple incorporated herein by
reference to Exhibit 10.15 of Registrant's Registration Statement.
ITEM 8: OPTIONS.
None.
ITEM 9: MATERIAL CONTRACTS.
(a) Letter from Hugo International Limited to David Foden
dated June 26, 2000 regarding loan from Mr. Foden in the amount of Pound
Sterling 220,482 incorporated herein by reference to Exhibit 10.1 of
Registrant's Registration Statement.
(b) Consulting Agreement between Hugo International
Limited and RCI incorporated herein by reference to Exhibit 10.2 of Registrant's
Registration Statement.
(c) Reseller Agreement dated August 9, 1999 between
Nitsuko UK Limited and Hugo International Limited incorporated herein by
reference to Exhibit 10.3 of Registrant's Registration Statement.
(d) Purchase Order dated July 7, 1999 between Siemens
Communications Limited and Hugo International Limited incorporated herein by
reference to Exhibit 10.4 of Registrant's Registration Statement.
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(e) Confidential Invoice Discounting Agreement with Term
Sheet dated March 18, 1999, between Hugo International Limited and Five Arrows
Commercial Finance Limited incorporated herein by reference to Exhibit 10.5 of
Registrant's Registration Statement.
(f) Deed of Guarantee and Indemnity dated April 20, 2000,
between Hugo International Telecom Incorporated and Five Arrows Commercial
Finance Limited incorporated herein by reference to Exhibit 10.6 of Registrant's
Registration Statement.
(g) Service Provider Agreement dated March 15, 1999
between Dolphin Telecommunications Limited and Hugo International Limited
incorporated herein by reference to Exhibit 10.7 of Registrant's Registration
Statement.
(h) Business Loan Agreement dated March 11, 1999 between
Lloyds Bank Plc and Hugo International Limited incorporated herein by reference
to Exhibit 10.8 of Registrant's Registration Statement.
(i) Lease of Cookham House dated January 26, 1999 between
Chaselands Limited and Hugo International Limited incorporated herein by
reference to Exhibit 10.9 of Registrant's Registration Statement.
(j) Service Provider Agreement dated July 29, 1998
between Dolphin Telecommunications Limited, National Bank Three Limited,
Fleetcomm Limited T/A Fleetcomm Mobile Radio Networks and Hugo International
Limited incorporated herein by reference to Exhibit 10.10 of Registrant's
Registration Statement.
(k) Private Business Radio Suppliers License issued to
Hugo International Limited by the Secretary of State for Trade and Industry by
the Radiocommunications Agency on May 7, 1998 incorporated herein by reference
to Exhibit 10.11 of Registrant's Registration Statement.
(l) Reseller Agreement dated September 1, 1997 between
Motorola Limited and Hugo International Limited incorporated herein by reference
to Exhibit 10.12 of Registrant's Registration Statement.
(m) Motorola Customer Programming Software License
Agreement dated as of November 1998, between Motorola, Inc. and Hugo
International incorporated herein by reference to Exhibit 10.13 of Registrant's
Registration Statement.
(n) Retainer Agreement dated as of March 16, 1999 between
Hugo International Limited and Mark Lawrence Temple incorporated herein by
reference to Exhibit 10.14 of Registrant's Registration Statement.
(o) Retainer Agreement dated as of March 16, 1999 between
Hugo International Limited and Andrew Robert Temple incorporated herein by
reference to Exhibit 10.15 of Registrant's Registration Statement.
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ITEM 10: BALANCE SHEETS OF THE REGISTRANT.
Balance sheets of the Registrant for the six months ended June
30, 2000 and the year ended December 31, 1999 are set forth in the Registration
Statement under the caption "Consolidated Balance Sheets" in the Financial
Statements and are incorporated herein by reference.
ITEM 11: PROFIT AND LOSS STATEMENTS.
Profits and losses of the Registrant for the six months ended
June 30, 1999 and June 30, 2000 and for the years ended December 31, 1999 and
December 31, 2000 are set forth in the Registration Statement under the caption
"Consolidated Statements of Operation" in the Financial Statements and are
incorporated herein by reference.
EXHIBITS
The following Exhibits are filed herewith (or incorporated by
reference as indicated below):
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Exhibit Number Description
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1.1 Certificate of Incorporation of Hugo International Telecom, Inc. filed with
the State of Delaware on February 17, 2000, incorporated herein by reference
to Exhibit 3.1 to the Registrant's Registration Statement on Form SB-2 (Reg.
No. 333-43642).*
1.2 Bylaws of Hugo International Telecom, Inc., incorporated herein by reference
to Exhibit 3.2 to the Registrant's Registration Statement on Form SB-2 (Reg.
No. 333-43642).*
2 Specimen Common Stock Certificate, incorporated herein by reference to
Exhibit 4 to the Registrant's Registration Statement on Form SB-2 (Reg. No.
333-43642).*
4 Exchange Agreement dated as of February 24, 2000 by and among Hugo
International Telecom Inc., David W. Foden, Brian H.C. Gundry and Gillan L.
Foden, incorporated herein by reference to Exhibit 2.2 of the Registrant's
Registration Statement on Form SB-2 (Reg. No. 333-43642).*
5 Retainer Agreement dated as of March 16, 1999 between Hugo International
Limited and Mark Lawrence Temple incorporated herein by reference to Exhibit
10.14 of Registrant's Registration Statement on Form SB-2 (Reg. No.
333-43642).*
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Exhibit Number Description
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5.1 Retainer Agreement dated as of March 16, 1999 between Hugo International Limited
and Andrew Robert Temple incorporated herein by reference to Exhibit 10.15 of
Registrant's Registration Statement on Form SB-2 (Reg No. 333-43642).*
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* Filed as part of the Registration Statement dated August 11, 2000.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
HUGO INTERNATIONAL TELECOM, INC.
Date: November 8, 2000 By: /s/ David W. Foden
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Name: David W. Foden
Title: President and Chief Executive
Officer
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