As filed with the Securities and Exchange Commission on
Registration No. 33-__________
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
GLOBAL TELEMEDIA INTERNATIONAL, INC.
(Exact name of issuer as specified in its charter)
Florida 64-0708107
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1121 Alderman Drive, Suite 200, Alpharetta, Georgia 30202
(Address of principal executive offices) (Zip Code)
CONSULTING CONTRACTS FOR CONSULTANTS AND ADVISORS
(Full title of the plan)
-------------------
Roderick McClain
1121 Alderman Drive, Suite 200
Alpharetta, Georgia 30202
(770) 667-6088
(Name and address of agent for service)
Copy to:
Bruce Brashear, Esq.
920 North 8th Avenue, Suite A
Gainesville, Florida 32601
(904) 336-0800
-------------------
<PAGE>
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
maximum maximum
offering aggregate Amount of
Title of securities Amount to be price per offering registration
to be registered registered(1) share(1) price(1) fee (1)
================================================================================
Common stock
($.004 par value) 450,000 shares $ 0.5625 $ 262,480 $ 100
================================================================================
(1) Pursuant to Rule 457 (h), the maximum offering price was calculated
based upon the closing price of the Company's Common Stock on
October 9, 1996.
<PAGE>
GLOBAL TELEMEDIA INTERNATIONAL, INC.
CROSS REFERENCE SHEET REQUIRED BY ITEM 501 (b) OF REGULATION S-K
1. Forepart of Registration State- Facing Page of Registration
ment and Outside Front Cover Statement and Cover Page of
Page of Prospectus Prospectus
2. Inside Front and Outside Back Inside Cover Page of Pro-
Cover Pages of Prospectus spectus and Outside Cover
Page of Prospectus
3. Summary Information, Risk Fac- Not Applicable
tors and Ratio of Earnings to
Fixed Charges
4. Use of Proceeds Not Applicable
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Sales by Selling Security
Holders
8. Plan of Distribution Cover Page of Prospectus
and Sales By Selling
Security Holders
9. Description of Securities to be Description of Securities;
Registered Contracts with Consultants
and Advisors
10. Interests of Named Experts and Legal Matters
Counsel
11. Material Changes Not Applicable
12. Incorporation of Certain Infor- Incorporation of Certain
mation by Reference Documents by Reference
13. Disclosure of Commission Posi- Indemnification
tion on Indemnification for
Securities Act Liabilities
<PAGE>
PROSPECTUS
GLOBAL TELEMEDIA INTERNATIONAL, INC.
450,000 Shares of Common Stock
($.004 par value)
Issued Pursuant to the Company's
Contracts with Consultants and Advisors
This Prospectus is part of a Registration Statement which registers an
aggregate of 450,000 Shares of Common Stock, $.004 par value (such shares
being collectively referred to as the "Shares") of Global TeleMedia
International, Inc. (the "Company") which have been issued, as set forth
herein, to consultants and advisors of the Company pursuant to written
agreements (the "Agreements") providing for the issuance of the Shares. Such
selling stockholders may sometimes hereafter be collectively referred to as
the "Selling Security Holders". The Company has been advised by the Selling
Security Holders that they may sell all or a portion of the Shares from time
to time in the over-the-counter market, in negotiated transactions, directly
or through brokers or otherwise, and that such shares will be sold at market
prices prevailing at the time of such sales or at negotiated prices, and the
Company will not receive any proceeds from such sales.
No person has been authorized by the Company to give any information or
to make any representations other than those as contained in this Prospectus,
and if given or made, such information or representation must not be relied
upon as having been authorized by the Company. Neither the delivery of this
prospectus nor any distribution of the Shares issuable under the terms of this
Agreement shall, under any circumstances, create any implication that there
has been no change in the affairs of the Company since the date hereof.
-------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
-------------------
This Prospectus does not constitute an offer to sell securities in any
state to any person to whom it is unlawful to make such offer in such state.
The date of this Prospectus is October 10, 1996.
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. Plan Information.
The information required by Part I is included in documents to be sent or
given to the participants.
CONTRACTS WITH
ADVISORS AND CONSULTANTS
Securities Issued Under Agreements with Advisors and Consultants
On July 31, 1996, the Company entered into a Consulting Agreement with
Dupont Holdings Limited ("Dupont") pursuant to which the Company agreed to
issue 300,000 shares of its Common Stock in part for consideration for public
relations services to be provided by Dupont to the Company over an anticipated
one year period commencing on the date of the Consulting Agreement. Under the
terms of the Consulting Agreement, Dupont is to act as a public relations
consultant and to provide services on behalf of the Company concerning
interaction with and presentations to the brokerage and investment communities.
On August 5, 1996, the Company entered into an Agreement with
Alphatronics, Inc. ("Alpha") pursuant to which the Company agreed to issue
100,000 shares of its Common Stock in part for consideration for consulting
and public relations services to be provided by Alpha to the Company. Under
the terms of this Agreement, Alpha is to act as a financial public relations
counsel with respect to existing and potential marketmakers, brokers,
underwriters and investors.
Restrictions Under Securities Laws
The sale of the Shares must be made in compliance with federal and state
securities laws. Officers, directors and 10% or greater stockholders of the
Company, as well as certain other parties who may be deemed to be "affiliates"
of the Company under the Federal Securities Laws, should be aware that resales
by affiliates can only be made pursuant to an effective Registration Statement,
Rule 144 or any other applicable exemption. Officers, directors and 10% and
greater stockholders are also subject to the "short swing" profit rule of
Section 16(b) of the Securities Exchange Act of 1934.
ITEM 2. Registration Information and Employee Plan Annual Information.
Upon written or oral request, Global TeleMedia International, Inc., a
Florida corporation (the "Registrant") will provide, without charge, a copy of
all documents incorporated by reference in Item 3 of Part II of this
Registration Statement, which are incorporated by reference in the Section
10(a) Prospectus, and all other documents required to be delivered to
employees pursuant to Rule 428(b) promulgated under the Securities Act of 1933,
as amended (the "Securities Act"). All requests should be made to Corporate
Secretary, Global TeleMedia International, Inc., 1121 Alderman Drive, Suite
200, Alpharetta, Georgia 30202, telephone (770) 667-6088.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Reports,
proxy statements and other information filed with the Commission can be
inspected and copied at the public reference facilities of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549. Copies of this material can
also be obtained at prescribed rates form the Public Reference Section of the
Commission at its principal office at 450 Fifth Street, N.W., Washington, D.C.
20549. The Company's Common Stock is traded on the OTC Bulletin Board under
the symbol "GTMI".
The Company has filed with the Commission a Registration Statement on
Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Act"), with respect to an aggregate of 450,000 shares of the
Company's Common Stock, issued advisors or consultants to the Company under
the Agreements. This Prospectus, which is Part I of the Registration
Statement, omits certain information contained in the Registration Statement.
For further information with respect to the Company and the shares of the
Common Stock offered by this Prospectus, reference is made to the Registration
Statement, including the exhibits thereto. Statements in this Prospectus as
to any document are not necessarily complete, and where any such document is
an exhibit to the Registration Statement or is incorporated by reference
herein, each such statement is qualified in all respects by the provisions of
such exhibit or other document, to which reference is hereby made, for a full
statement of the provisions thereof. A copy of the Registration Statement,
with exhibits, may be obtained from the Commission's office in Washington,
D.C. (at the above address) upon payment of the fees prescribed by the rules
and regulations of the Commission, or examined there without charge.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The documents listed in (a) through (d) below are incorporated by
reference in the Registration Statement. All documents subsequently filed by
the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in the Registration
Statement and to be part thereof from the date of filing of such documents.
(a) The Registrant's latest annual report or transitional report
filed pursuant to Section 13(a) or 15(d) of the Exchange Act, or, in the case
of the Registrant, either (1) the latest prospectus filed pursuant to Rule
424(b) under the Securities Act of 1933, as amended (the "Act"), that contains
audited financial statements for the Registrant's latest fiscal year for which
such statements have been filed or (3) the Registrant's effective registration
statement on Form 10 or 30F filed under the Exchange Act containing audited
financial statements for the Registrant's latest fiscal year.
(b) The Registrant's Annual Report on Form 10-KSB for the year ended
December 31, 1995.
(c) The Registrant's Quarterly Reports on Form 10-QSB for the
quarters ended March 31, 1996 and June 39, 1996.
(d) 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 Registrant's
document referred to in (a) above.
(e) The description of the Common Stock of the Company which is
contained in a registration statement filed under the Exchange Act, including
any amendment or report filed for the purpose of updating such description.
Item 4. Description of Securities
Common Stock
Holders of shares of Common Stock are entitled to a share, on a ratable
basis, such dividends as may be declared by the Board of Directors out of
funds, legally available therefor. Upon liquidation, dissolution or winding
up of the Company, after payment to creditors, the assets of the Company will
be divided pro rata on a per share basis among the holders of the Common Stock.
Each share of Common Stock entitles the holders thereof to one vote.
Holders of Common Stock do not have cumulative voting rights which means that
the holders of more than 50% of the shares voting for the election of
Directors can elect all of the Directors if they choose to do so, and, in such
event, the holders of the remaining shares will not be able to elect any
Directors. The Common Stock has no preemptive, subscription or conversion
rights and is not redeemable by the Company.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
The Company has authority under Section 607.0850 of the Florida Business
Corporation Act to indemnify its directors and officers to the extent provided
for in such statute. The provisions of the Florida Business Corporation Act
that authorize indemnification do not eliminate the duty of care of a director,
and in appropriate circumstances equitable remedies such as injunctive or
other forms of non-monetary relief remain available under Florida law. In
addition, each director will continue to be subject to liability for all (a)
violations of criminal laws, unless a director has reasonable cause to believe
his conduct is lawful or had no reasonable cause to believe his conduct was
unlawful, (b) deriving an improper personal benefit from a transaction, (c)
voting for or assenting to any unlawful distribution and (d) willful
misconduct or conscience disregard for the best interests of the Company in a
proceeding by or in right of the Company to cure a judgment in its favor or in
a proceeding by or in the right of a shareholder. This statute does not
affect a director's responsibilities under any other law, such as the federal
securities laws. The effect of the foregoing is to require the Company to
indemnify the officers and directors of the Company for any claim arising
against such persons in their official capacity if such person acted in good
faith and in the manner that he reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable apse to believe his conduct was
unlawful.
Item 7. Exemption from Registration Claimed
Inasmuch as the consultants and advisors, who received the Shares of the
Company were knowledgeable, sophisticated or had access to comprehensive
information relevant to the Company, such transaction was undertaken in
reliance on the exemption from registration provided by Section 4(2) of the
Act.
Item 8. Exhibits
Exhibit Description
4(a) Agreement between Dupont Holdings Limited and the Company dated
July 31, 1996.
4(b) Agreement between Alphatronics, Inc. and the Company dated August
5, 1996.
(5) Opinion of Bruce Brashear relating to the issuance of shares of
Common Stock pursuant to the above agreement.
(24.1) Consent of Bruce Brashear included in the opinion filed as exhibit
(5) hereto.
(24.2) Consent of Tauber & Balser, P.C.
(24.3) Consent of Kaufman, Rossin & Co., P.A.
Item 9. Undertakings
(1) The undersigned registrant hereby undertakes:
(a) To file, during any period in which offerings 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;
(b) That, for the purposes of determining any liability under the
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; and
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(2) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 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 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.
(3) Insofar as indemnification for liabilities arising under the Act
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 Act and is,
therefore, unenforceable. In the event that a claim for indemnification is
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 Act and will be governed by
the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Atlanta and the State of Georgia, on
the 10th day of October, 1996.
GLOBAL TELEMEDIA INTERNATIONAL, INC.
By: /S/ Roderick A. McClain
------------------------------------
Roderick A. McClain
President and 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 and on the dates indicated.
Signature Title Date
/S/ Roderick A McClain President, Chief October 10, 1996
Roderick A. McClain Executive Officer
and Director
/S/ Herbert S. Perman Treasurer, Chief October 10, 1996
Herbert S. Perman Financial Officer,
Principal Accounting
Officer and Director
/S/ Geoffrey F. McClain Senior Vice October 10, 1996
Geoffrey F. McClain President and
Director
<PAGE>
********************
EXHIBITS OF GLOBAL TELEMEDIA INTERNATIONAL, INC.
FILED WITH
FORM S-8 REGISTRATION STATEMENT
FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION
*********************
<PAGE>
EXHIBIT INDEX
GLOBAL TELEMEDIA INTERNATIONAL, INC.
Exhibit
Number Description
4(a) Agreement between Dupont Holdings Limited and the Company dated
July 31, 1996.
4(b) Agreement between Alphatronics, Inc. and the Company dated
August 5, 1996.
(5) Opinion of Bruce Brashear relating to the issuance of shares of
Common Stock pursuant to the above agreement.
(24.1) Consent of Bruce Brashear included in the opinion filed as
exhibit (5) hereto.
(24.2) Consents of independent certified public accountants.
<PAGE>
EXHIBIT 4(a)
Agreement between Dupont Holdings Limited and
the Company dated July 31, 1996.
<PAGE>
July 31, 1996
Dupont Holdings Limited
Post Office Box 13209
Grand Caymens, British West Indies
Cayman Business Park
Re: Client Services and Consulting Agreement
Gentlemen:
Formalizing our earlier discussions, this is to acknowledge and confirm the
terms of our consulting agreement as follows:
1. Appointment of Dupont Holdings Limited. Global TeleMedia
International, Inc. (the "Company") hereby engages Dupont Holdings, Limited
("Dupont") and Dupont hereby agrees to render services to the Company as a
financial public relations investor.
2. Duties of Dupont
(a) Dupont shall act, generally, as financial public relations
counsel, essentially acting (i) as liaison between the Company and its
stockholders, (ii) as advisor to the Company with respect to existing and
potential market makers, broker-dealers, underwriters and investors as well
as being the liaison between the Company and such persons, and (iii) as
advisor to the Company with respect to communications and information (e.g.,
interviews, press releases, stockholder reports, etc.) as well as planning,
designing, developing, organizing, writing and distributing such
communications and information.
(b) Dupont shall also assist in establishing and advising the Company
with respect to: stockholder meetings, interviews of Company officers by the
financial media; and interviews of Company officers by analysts, market makers,
broker-dealers and other members of the financial community.
(c) Dupont shall seek to make the Company, its management, its
products and services, and its financial situation and prospects, known to the
financial press and publications, broker-dealers, mutual funds, institutional
investors, market makers, analysts, investment advisors and other members of
the financial community as well as the financial media and the public
generally.
(d) By of specific services, Dupont will:
(i) Review and analyze all aspects of the Company's goals and
make recommendations on feasibility and achievement of desired goals;
(ii) Review all of the general information and recent filings
from the Company and oversee production of a corporate profile in
brokerage style format to be approved by the Company prior to
circulation;
(iii) Coordinate the necessary due diligence and obtain the
required approvals necessary for those firms to participate. Dupont
will also interview and make determinations on any firms or brokers
referred to it by the Company with regard to their participation;
(iv) Oversee the writing, designing and distribution of select
broker mailings;
(v) Recommend all mediums best suited to best present the
Company to the financial community and general public, including radio,
television and print media; and
(vi) Assist the Company in the introduction and negotiations
pertaining to any capital, debt or equity the Company may require.
Such arrangement will be under separate agreement and for separate
compensation.
3. Duties of the Company
(a) The Company shall supply Dupont, on a regular and timely basis,
with all approved data and information about the Company, its management, its
products and its operations, and the Company shall be responsible for advising
Dupont of any facts which would affect the accuracy of any prior data and
information previously supplied to Dupont so that Dupont may take corrective
action.
(b) The Company shall promptly supply Dupont with: full and complete
copies of all filings with all federal and state securities agencies; full and
complete copies of all stockholder reports and communications, whether or not
prepared with Dupont's assistance; all data and information supplied to any
analyst, broker-dealer, market maker or other member of the financial
community; and all products/services brochures, sales materials, etc.
(c) The Company shall promptly notify Dupont of the filing of any
registration statement for the sale of securities and of any other event which
imposes any restrictions on publicity.
(d) The company shall contemporaneously notify Dupont if any
information or data being supplied to Dupont has not been generally released
or promulgated.
4. Term. The term of this Consulting Agreement shall be for a twelve
(12) month period commencing on the date hereof, and Dupont agrees for a
period of at least four (4) months from the date hereof to commit a
predominant amount of its time and that of its sole stockholder to the affairs
of the Company as contemplated hereby.
5. Compensation. As compensation for its services hereunder, Dupont
shall receive Three hundred thousand (300,000) shares of GTMI stock.
6. Expenses. Dupont shall be entitled to reimbursement by the Company of
such reasonable out-of-pocket expenses as Dupont may incur in performing
services under this Consulting Agreement. Any expenses shall be approved in
advance with the Company.
7. Registration. The Company agrees to provide Dupont with registration
rights at the Company's cost and expense and include the Shares in a
registration statement to be filed by the Company with the Securities and
Exchange Commission within the proximate future.
8. Confidentiality. Dupont will not disclose to any other person, firm
or corporation, nor use for its own benefit, during or after the term of this
Consulting Agreement, any trade secrets or other information designated as
confidential by the Company which is acquired by Dupont in the course of
performing its services hereunder. (A trade secret is information not
generally known to the trade which gives the Company an advantage over its
competitors. Trade secrets can include, by way of example, products or
services under development, production methods and processes, sources of
supply, customer lists, marketing plans and information concerning the filing
or pendency of patent applications.) Any financial advise rendered by Dupont
pursuant to this Consulting Agreement may not be disclosed publicly in any
manner without prior written approval of the Company.
9. Indemnification. The Company agrees to indemnify and hold Dupont
harmless from and against all losses, claims, damages, liabilities, costs or
expenses (including reasonable attorneys' fees [collectively the
"Liabilities"]) joint and several, arising out of the performance of this
Agreement, whether or not Dupont is a party to such dispute. This indemnity
shall not apply, however, and Dupont shall indemnify and hold the Company, its
affiliates, control persons, officers, directors, employees and agents
harmless from and against all liabilities (i) arising in connection with any
action, claim or judgment made or assessed against, Dupont, or any officer,
director, shareholder, affiliate, employee or agent of Dupont, by any state or
federal securities commission or authority (including, without limitation, the
Securities and Exchange Commission and the National Association of Securities
Dealers) with respect to the issuance or exercise of the issuance, transfer or
registration of the Shares, or (ii) where a court of competent jurisdiction
has made a final determination that Dupont has engaged in gross recklessness
and willful misconduct in the performance of its services hereunder which gave
rise to the losses, claim, damage, liability, cost or expense sought to be
recovered hereunder (but pending any such final determination, the
indemnification and reimbursement provisions of this Consulting Agreement
shall apply, and the Company shall perform its obligations hereunder to
reimburse Dupont for its expenses.) The provisions of this Paragraph 9 shall
survive the termination and expiration of this Consulting Agreement.
10. Independent Contractor. Dupont and the Company hereby acknowledge
that Dupont is an independent contractor. Dupont shall not hold itself out
as, nor shall it take any action from which others might infer, that it is a
partner of, agent of or a joint venturer of the Company.
11. Miscellaneous. This Consulting Agreement sets forth the entire
understanding of the parties relating to the subject matter hereof, and
supersedes and cancels any prior communications, understandings and agreements
between the parties. This Consulting Agreement cannot be modified or changed,
nor can any of its provisions be waived, except by written agreement signed
by all parties. This Consulting Agreement shall be governed by the laws of
the State of Florida. In the event of any dispute as to the terms of this
Consulting Agreement, the prevailing party in any litigation shall be entitled
to reasonable attorneys' fees.
Please confirm that the foregoing correctly sets forth our understanding
by signing the enclosed copy of this letter where provided and returning it to
us at your earliest convenience.
Very truly yours,
GLOBAL TELEMEDIA INTERNATIONAL, INC.
By: /S/ Roderick A. McClain
-------------------------------------
Roderick A. McClain
President and Chief Executive Officer
ACCEPTED AND AGREED TO as
of the 2 day of August, 1996.
Dupont Holdings Limited
By: /S/ Trevor Lloyd
Name: Trevor Lloyud
Title: President
<PAGE>
EXHIBIT 4(b)
Agreement between Alphatronics, Inc. and
the Company dated August 5, 1996.
<PAGE>
August 5, 1996
Alphatronics, Inc.
75-2603552
1511 Preston Road
Suite 107-203
Dallas, Texas 75240
Re: Client Services and Consulting Agreement
Gentlemen:
Formalizing our earlier discussions, this is to acknowledge and confirm the
terms of our consulting agreement as follows:
1. Appointment of Alphatronics. Global TeleMedia International, Inc.
(the "Company") hereby engages Alphatronics, Inc. ("Alpha") and Alpha hereby
agrees to render services to the Company as a financial public relations
investor.
2. Duties of Alpha
(a) Alpha shall act, generally, as financial public relations counsel,
essentially acting (i) as liaison between the Company and its stockholders,
(ii) as advisor to the Company with respect to existing and potential market
makers, broker-dealers, underwriters and investors as well as being the
liaison between the Company and such persons, and (iii) as advisor to the
Company with respect to communications and information (e.g., interviews,
press releases, stockholder reports, etc.) as well as planning, designing,
developing, organizing, writing and distributing such communications and
information.
(b) Alpha shall also assist in establishing and advising the Company
with respect to: stockholder meetings, interviews of Company officers by the
financial media; and interviews of Company officers by analysts, market makers,
broker-dealers and other members of the financial community.
(c) Alpha shall seek to make the Company, its management, its products
and services, and its financial situation and prospects, known to the
financial press and publications, broker-dealers, mutual funds, institutional
investors, market makers, analysts, investment advisors and other members of
the financial community as well as the financial media and the public
generally.
(d) By of specific services, Alpha will:
(i) Review and analyze all aspects of the Company's goals and
make recommendations on feasibility and achievement of desired goals;
(ii) Review all of the general information and recent filings
from the Company and oversee production of a corporate profile in
brokerage style format to be approved by the Company prior to
circulation;
(iii) Coordinate the necessary due diligence and obtain the
required approvals necessary for those firms to participate. Alpha
will also interview and make determinations on any firms or brokers
referred to it by the Company with regard to their participation;
(iv) Oversee the writing, designing and distribution of select
broker mailings;
(v) Recommend all mediums best suited to best present the
Company to the financial community and general public, including radio,
television and print media; and
(vi) Assist the Company in the introduction and negotiations
pertaining to any capital, debt or equity the Company may require.
Such arrangement will be under separate agreement and for separate
compensation.
3. Duties of the Company
(a) The Company shall supply Alpha, on a regular and timely basis,
with all approved data and information about the Company, its management, its
products and its operations, and the Company shall be responsible for advising
Alpha of any facts which would affect the accuracy of any prior data and
information previously supplied to Alpha so that Alpha may take corrective
action.
(b) The Company shall promptly supply Alpha with: full and complete
copies of all filings with all federal and state securities agencies; full and
complete copies of all stockholder reports and communications, whether or not
prepared with Alpha's assistance; all data and information supplied to any
analyst, broker-dealer, market maker or other member of the financial
community; and all products/services brochures, sales materials, etc.
(c) The Company shall promptly notify Alpha of the filing of any
registration statement for the sale of securities and of any other event which
imposes any restrictions on publicity.
(d) The company shall contemporaneously notify Alpha if any
information or data being supplied to Alpha has not been generally released or
promulgated.
4. Term. The term of this Consulting Agreement shall be for a twelve
(12) month period commencing on the date hereof, and Alpha agrees for a period
of at least four (4) months from the date hereof to commit a predominant
amount of its time and that of its sole stockholder to the affairs of the
Company as contemplated hereby.
5. Compensation. As compensation for its services hereunder, Alpha shall
receive 150,000 shares of Common Stock (the "Shares) of the Company.
Investment restrictions shall be noted against the Shares.
6. Expenses. Alpha shall be entitled to reimbursement by the Company of
such reasonable out-of-pocket expenses as Alpha may incur in performing
services under this Consulting Agreement. Any expenses shall be approved in
advance with the Company.
7. Registration. The Company agrees to provide Alpha with registration
rights at the Company's cost and expense and include the Shares in a
registration statement to be filed by the Company with the Securities and
Exchange Commission within the proximate future.
8. Confidentiality. Alpha will not disclose to any other person, firm or
corporation, nor use for its own benefit, during or after the term of this
Consulting Agreement, any trade secrets or other information designated as
confidential by the Company which is acquired by Alpha in the course of
performing its services hereunder. (A trade secret is information not
generally known to the trade which gives the Company an advantage over its
competitors. Trade secrets can include, by way of example, products or
services under development, production methods and processes, sources of
supply, customer lists, marketing plans and information concerning the filing
or pendency of patent applications.) Any financial advise rendered by Alpha
pursuant to this Consulting Agreement may not be disclosed publicly in any
manner without prior written approval of the Company.
9. Indemnification. The Company agrees to indemnify and hold Alpha
harmless from and against all losses, claims, damages, liabilities, costs or
expenses (including reasonable attorneys' fees [collectively the
"Liabilities]) joint and several, arising out of the performance of this
Agreement, whether or not Alpha is a party to such dispute. This indemnity
shall not apply, however, and Alpha shall indemnify and hold the Company, its
affiliates, control persons, officers, directors, employees and agents
harmless from and against all liabilities (i) arising in connection with any
action, claim or judgment made or assessed against, Alpha, or any officer,
director, shareholder, affiliate, employee or agent of Alpha, by any state or
federal securities commission or authority (including, without limitation, the
Securities and Exchange Commission and the National Association of Securities
Dealers) with respect to the issuance or exercise of the issuance, transfer or
registration of the Shares, or (ii) where a court of competent jurisdiction
has made a final determination that Alpha has engaged in gross recklessness
and willful misconduct in the performance of its services hereunder which gave
rise to the losses, claim, damage, liability, cost or expense sought to be
recovered hereunder (but pending any such final determination, the
indemnification and reimbursement provisions of this Consulting Agreement
shall apply, and the Company shall perform its obligations hereunder to
reimburse Alpha for its expenses.) The provisions of this Paragraph 9 shall
survive the termination and expiration of this Consulting Agreement.
10. Independent Contractor. Alpha and the Company hereby acknowledge
that Alpha is an independent contractor. Alpha shall not hold itself out as,
nor shall it take any action from which others might infer, that it is a
partner of, agent of or a joint venturer of the Company.
11. Miscellaneous. This Consulting Agreement sets forth the entire
understanding of the parties relating to the subject matter hereof, and
supersedes and cancels any prior communications, understandings and agreements
between the parties. This Consulting Agreement cannot be modified or changed,
nor can any of its provisions be waived, except by written agreement signed
by all parties. This Consulting Agreement shall be governed by the laws of
the State of Florida. In the event of any dispute as to the terms of this
Consulting Agreement, the prevailing party in any litigation shall be entitled
to reasonable attorneys' fees.
Please confirm that the foregoing correctly sets forth our understanding
by signing the enclosed copy of this letter where provided and returning it
to us at your earliest convenience.
Very truly yours,
GLOBAL TELEMEDIA INTERNATIONAL, INC.
By: /S/ Roderick A. McClain
Roderick A. McClain
President and Chief Executive Officer
ACCEPTED AND AGREED TO as
of the 5th day of August, 1996.
Alphatronics, Inc.
By: /S/ John Potter
Name: John Potter
Title: President
<PAGE>
EXHIBIT 5
Opinion of Bruce Brashear relating to the issuance of shares of Common
Stock pursuant to the above agreement.
<PAGE>
EXHIBIT 24.1
Consent of Bruce Brashear
included in the opinion filed as exhibit (5) hereto
<PAGE>
BRUCE BRASHEAR, ESQ.
Attorney and Counselor at Law
920 N.W. 8th Avenue, Suite A
Gainesville, Florida 32602
October 10, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
RE: Registration Statement on Form S-8
Global TeleMedia International, Inc.
Gentlemen:
I have acted as counsel for Global TeleMedia International, Inc. (the
"Company") in connection with the proposed offering to the following
consultants by the Company:
Alphatronics
Dupont Holdings Ltd.
of common shares of Four Hundred Thousand (400,000) shares of the Company's
Common Stock, $.004 par value (the "Common Stock"). In connection with the
proposed offering and above-described registration statement, I have reviewed
the following:
1. The Certificate of Incorporation and amendments thereto of the Company;
2. The By-Laws and amendments thereto of the Company;
3. The minute books of the Company;
On the basis of such investigation and examination of such other records
as I deemed necessary, I am of the opinion that:
(a) the Company has been duly incorporated and is validly existing under
the laws of the State of Florida; and
(b) The 400,000 shares of Common Stock issuable to the consultants have
been duly authorized and will be legally issued by the Company and will be
fully paid and nonassessable.
I consent to the filing of this opinion as an Exhibit for the purpose of
registering all or a portion of the Common Shares described in the
Registration Statement on Form S-8 under the relevant state securities laws.
Sincerely,
/S/ Bruce Brashear, Esq.
<PAGE>
EXHIBIT 24.2
Consent of Tauber & Balser, P.C.
<PAGE>
TAUBER & BALSER, P.C.
Certified Public Accountants
3340 Peachtree Road, N.E.
Atlanta, Georgia 30326
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation in the Registration Statement on Form S-8,
dated September 11, 1996, of Global TeleMedia International, Inc. of our
report dated April 15, 1996, included in the 1995 Annual Report of Global
TeleMedia International, Inc. on Form 10-KSB.
/S/ Tauber & Balser, P.C.
Tauber & Balser, P.C.
Atlanta, Georgia
October 10, 1996
<PAGE>
EXHIBIT 24.3
Consent of Kaufman, Rossin & Co., P.A.
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation in the registration statement on Form S-8
dated September 11, 1996 of Global TeleMedia International, Inc. of our audit
of the consolidated financial statements of Global TeleMedia International,
Inc. (the "Company") included in the Company's 1995 Annual Report on form
10-KSB for the year ended December 31, 1994, which report is incorporated by
reference herein.
/S/ Kaufman, Rossin & Co., P.A.
KAUFMAN, ROSSIN & CO., P.A.
Miami, Florida
October 10, 1996
