Registration No. 333-3255
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
Amendment No. 1
to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
GLOBAL TELEMEDIA INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Florida 64-0708107
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1121 Alderman Drive, Suite 200
Alpharetta, Georgia 30202
(Address of principal executive office) (Zip Code)
_______________
Consulting Contracts for Consultants and Advisors
Employee Compensation
(Full title of the Plan)
_______________
Roderick McClain
1121 Alderman Drive, Suite 200
Alpharetta, Georgia 30202
(770) 667-6088
(Name, address and telephone number, including area code, of agent for service)
Copy to:
Bruce Brashear, Esq.
920 N. W. 8th Avenue
Suite A
Gainesville, Florida 32601
(904) 336-0800
_______________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
offering aggregate Amount of
Title of Securities Amount to be price offering registration
to be registered registered1 per share1 price1 fee
Common Stock, par
value $.004 2,330,000 $3.062 $7,134,460 $2,460
Common Shares
1Pursuant to Rule 457(h), the maximum offering price was calculated based upon
the closing price of the Company's Common Stock on May 1, 1996.
<PAGE>
GLOBAL TELEMEDIA INTERNATIONAL, INC.
Cross Reference Sheet
Required by Item 501 (b) of Regulation S_K
ITEM NO. CAPTION OR PAGE IN PROSPECTUS
1. Forepart of Registration Statement Outside Front Cover Page
and Outside Front Cover
Page of Prospectus
2. Inside Front Cover and Outside Inside Front Cover Page;
Back Cover Pages of Prospectus Outside Back Cover Pages
3. Summary Information; Risk Factors Not Applicable
and Ratio of Earnings to Fixed Charges
4. Use of Proceeds Not Applicable
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Sales by Selling Security
Holders
8. Plan of Distribution Cover Page of Prospectus
and Sales By Selling
Security Holders
9. Description of Securities Description of Securities;
to be Registered Contracts with
Consultants and Advisors
10. Interests of Named Experts and Counsel Legal Matters
11. Material Changes Not Applicable
12. Incorporation of Certain Information by Incorporation of Certain
Documents by
Reference Reference
13. Disclosure of Commission Position Indemnification
on Indemnification for Securities Act
Liabilities
GLOBAL TELEMEDIA INTERNATIONAL, INC.
2,330,000 Shares of Common Stock
($.004 par value)
Issued Pursuant to the Company's
Contracts with Consultants and Advisors
and
Employment Agreements
This Prospectus is part of a Registration Statement which registers an
aggregate of 2,330,000 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 or are issuable to
employees consultants and advisors of the Company pursuant to written
agreements (the "Agreements") providing for the issuance of the Shares or
warrants as set forth herein. 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 except upon exercise of the Options.
No person has been authorized by the Company to give nay 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 upon exercise of the
Options or 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 May 2, 1996.
<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 field with the Commission can be inspected
and copied at the public reference facilities of the Commission at 450 Fifth
Street, N. W., Washington DC 20549. Copies of this material can also be
obtained at prescribed rates from the Public Reference Section of the
Commission at its principal office at 450 Fifth Street, N. W., Washington DC
20549. The Company's Common Stock is traded on the OTC Bulletin Board under
the symbol "GTMI."
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission are incorporated herein by reference and made a part hereof:
1. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995, June 30, 1995, and September 30, 1995.
2. The Company's Annual Report on Form 10-K for the year ended December
31, 1995.
3. All reports and documents filed by the Company pursuant to Section 13,
14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered 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 respective
date of filing of such documents. Any statement incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus 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
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute part of this Prospectus.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of the Prospectus has been
delivered, on the written request of any such person, a copy of any or all of
the documents referred to above which have been or may be incorporated by
reference in this Prospectus, other than exhibits to such documents. Written
requests for such South copies should be directed to Corporate Secretary,
Global Telemedia International, Inc., 1121 Alderman Drive, Suite 200,
Alpharetta, Georgia 30202, telephone 770-667-6088.
EMPLOYMENT AGREEMENTS AND
CONTRACTS WITH ADVISORS AND CONSULTANTS
Employment Compensation
On February 1, 1996, the Company amended its employment contract with
Gregory R. Catinella to grant Mr. Catinella warrants to purchase 50,000 common
shares of the Company at an exercise price of $1.00 per share for a period
terminating January 31, 1997.
On February 1, 1996, the Company amended its employment contract with
Melissa Hart to grant Ms. Hart warrants to purchase 25,000 common shares of the
Company at an exercise price of $1.00 per share for a period terminating
January 31, 1997.
On February 1, 1996, the Company amended its employment contract with
Geoffrey F. McClain to grant Mr. McClain warrants to purchase 50,000 common
shares of the Company at an exercise price of $1.00 per share for a period
terminating January 31, 1997.
On February 1, 1996, the Company amended its employment contract with
Herbert S. Perman to grant Mr. Perman warrants to purchase 50,000 common shares
of the Company at an exercise price of $1.00 per share for a period terminating
January 31, 1997.
On February 1, 1996, the Company amended its employment contract with
Michael Rogers to grant Mr. Rogers warrants to purchase 25,000 common shares
of the Company at an exercise price of $1.00 per share for a period terminating
January 31, 1997.
Restrictions Under Securities Laws
The sale of 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.
SALES BY SELLING SECURITY HOLDERS
The following table sets forth as at May 8, 1996, the name of the Selling
Security Holders, the amount of shares of Common Stock held directly or
indirectly, the maximum amount of shares of common Stock to be offered by the
Selling Security Holders, the amount of common stock to be owned by the Selling
security Holders following sale of such shares of Common Stock and the
percentage of shares of common stock to be owned by each Selling Security
Holder following completion of such offering.
Shares to be Percentage to
Name of Selling Number of Shares to Owned After be Owned
Security Holder Shares Owned be Offered Offering After Offering
Gregory R. Catinella 117,000 50,000 117,000 0.91%
Melissa Hart 52,000 25,000 52,000 0.40%
Geoffrey F. McClain 278,588 50,000 278,588 2.16%
Herbert S. Perman 150,000 50,000 150,000 1.16%
Michael Rogers 87,000 25,000 87,000 0.67%
DESCRIPTION OF SECURITIES
The Company is currently authorized to issue up to 25,000,000 shares of Common
Stock, par value $.004 per share, of which approximately 12,915,000 were
outstanding as of May 8, 1996.
Common Stock
Holders of shares of Common Stock are entitled to a share, on a ratable
basis, such divedends as may 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.
Over-the-Counter Market
The Company's Common Stock is traded on the OTC Bulletin Board under the
symbol "GTMI". The Company's shares of common Stock were delisted from
NASDAQ in July, 1995. The Company is presently engaged in the reapplication
process to gain new listing on the NASDAQ System. If for any reason the
Common Stock is not accepted for inclusion on the NASDAQ System, then in such
case the Company's Common Stock would be expected to continue to the traded in
the over-the-counter markets through he "pink sheets" or the NASD's OTC Bulletin
Board. In the event the Common Stock were not included in the NASDAQ System,
the Company's Common Stock would be covered by a Securities and Exchange
Commission rule that imposes additional sales practice requirements on
broker-dealers who sell such securities to persons other than established
customers and accredited investors (generally institutions with assets in
excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or
annual income exceeding $200,000 or $300,000 jointly with their spouse). For
transactions covered by the rule, the broker-dealer must make a special
suitability determination for the purchaser and receive the purchaser's written
agreement to the transaction prior to the sale. Consequently, the rule may
affect the ability of the broker-dealers to sell the Company's securities and
may also affect the ability of purchasers in this offering to sell their shares
in the secondary market. The ability of the Company to secure a symbol on the
NASDAQ System does not imply that a meaningful trading market in its Common
Stock will ever develop.
Transfer Agent
The Transfer Agent for the shares of Common Stock is American Stock
Transfer & Trust Company, 40 Wall Street, New York, New York 10005.
LEGAL MATTERS
Certain legal matters in connection with the securities being offered
hereby will be passed upon by the Company by Bruce Brashear, Esq., 920 North
West 8th Avenue, Suite A, Gainesville, Florida 32601.
EXPERTS
The consolidated financial statements of the Company incorporated by
reference to its annual report on Form 10-KSB, has been audited by Tauber &
Balser, independent certified public accountants, for the year ended December
31, 1995 and by Kaufman, Rossin and Company for the year ended December
31, 1994, as set for thin their reports thereon included therein and
incorporated herein by reference, Such consolidated financial statements are
incorporated herein by reference in reliance upon such reports given upon the
authority of such firms as experts in accounting and auditing.
INDEMNIFICATION
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 cat 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 conscious disregard for the best interest 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 the right of a shareholder. The statute does not affect a directors'
responsibilities under any other law, such as the federal securities lass.
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 the
official capacity if such person acted in good faith and in the manner 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 cause to believe his conduct was unethical.
PART II
Item 3. Incorporation of Documents by Reference
The following documents are incorporated by reference in the registration
statement:
(a) The registrant's latest annual report for the year ended December 31,
1995; and
(b) The registrant's quarterly reports on Form 10-Q for the quarters ended
March 31, 1995, June 30, 1995, and September 30, 1995.
(c) All other reports filed by the registrant pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by the
Form 10-K referred to in paragraph (a) above.
(d) The descriptions of the registrant's securities which are contained in
its registration statements filed under section 12 of the Securities Exchange
Act of 1934, including any amendment or reports filed for the purpose of
updating such descriptions.
All documents filed by the registrant issuer pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 from the date
hereof and prior to the termination of the offering of the securities offered
hereby shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of filing of such documents.
Item 4. Description of Securities.
The class of securities to be offered hereby is registered under Section
12 of the Securities Exchange Act of 1934, as amended. A description of the
Registrant's securities is set forth in the Prospectus incorporated as a part
of this Registration Statement.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Officers and Directors.
The By-Laws of the Company, contain a provision under which the officers
and directors of the Company would be indemnified to the full extent permitted
by law. Also, S607.0850, FLA. STAT. (1995), permits indemnification against
expenses actually and reasonably incurred by a director, officer, employee or
agent to the extent that such person has been successful in the defense of a
matter eligible for indemnification under the statute. Under certain
circumstances, expenses may be paid by a corporation in advance, subject to
repayment, unless the defendant ultimately is determined to be ineligible for
indemnification. In addition, the statute permits a corporation to indemnify
directors and officers against certain liabilities and to purchase and
maintain director and officer liability and reimbursement insurance against
liabilities, whether or not the corporation would have the power of
indemnification against such liabilities.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
(4) *Instruments defining the rights of security holders, including indentures
(a) Agreement between Golden Holdings International, Inc.
and the Company dated January 30, 1996.
(b) Agreement between Bruce Baker
and the Company dated March 11, 1996.
(c) Agreement between Jim Devaney
and the Company dated January 3, 1996.
(d) Agreement between Joe Nolan
and the Company dated January 16, 1996.
(e) Agreement between Alphatronix, Inc.
and the Company dated January 11, 1996.
(f) Agreement between James Connell
and the Company dated January 29, 1996.
(g) Agreement between I. W. Miller
and the Company dated January 29, 1996.
(h) Agreement between F.P.I., Inc.
and the Company dated April 24, 1996.
(i) Agreement between Southstar Financial Services, Inc.
and the Company dated April 11, 1996.
(j) Addendum to Employment Agreement between Gregory R. Catinella
and the Company dated February 1, 1996.
(k) Addendum to Employment Agreement between Melissa Hart
and the Company dated February 1, 1996.
(l) Addendum to Employment Agreement between Geoffrey F. McClain
and the Company dated February 1, 1996.
(m) Addendum to Employment Agreement between Herbert S. Perman
and the Company dated February 1, 1996.
(n) Addendum to Employment Agreement between Michael Rogers
and the Company dated February 1, 1996.
(o) Agreement between Milton Barbarosh
and the Company dated March 22, 1996
* ALL EXHIBITS IDENTIFIED IN 4. ABOVE have been previously filed as exhibit
to Form S-8, Registration No. 33, filed May 8, 1996.
(5) Opinion re legality
(24) Consents of experts and counsel
(a) Consent of Tauber & Balser, P.C.
(b) Consent of Bruce Brashear, Esq.
(28) Additional exhibits None
(29) Information from reports furnished to state insurance regulatory
authorities None
Item 9. Undertakings.
(a)The undersigned registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to include any
additional or changed material information on the plan of distribution.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933 treat each post-effective amendment as a new registration statement
of the securities offered, and the offering of the securities at that time to
be the initial bona fide offering.
(3) File a post-effective amendment to remove any of the securities that
remain unsold at the end of the offering.
(b) The undersigned registrant hereby undertakes that, for the 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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 therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (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
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 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies it has reasonable ground to believe it meets all the
requirements for filing this Post-Effective Amemdment No. 1 on Form S-8 and has
duly caused same to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Alpharetta, State of Georgia, on the 8th day of May,
1996.
GLOBAL TELEMEDIA INTERNATIONAL, INC.
By:______________________________________________
Roderick A. McClain,
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Roderick A. McClain his true and lawful
attorney-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) to this
Registration Statement, and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done on or about the premises, as fully and for all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent, or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
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 dates indicated.
Signature Title
__________________________________ President, Chief Executive Officer,
RODERICK A. MCCLAIN Chief Operating Officer and Director
Date:_____________________________
__________________________________ Treasurer, Chief Financial
HERBERT S. PERMAN Officer and Director
Date:_____________________________
__________________________________ Senior Vice President, Director
GEOFFREY F. MCCLAIN
Date:_____________________________
