As filed with the Securities and Exchange Commission on
Registration No. 333-13895
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO.1
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>
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.
<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 11th 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 11, 1996
Roderick A. McClain Executive Officer
and Director
/S/ Herbert S. Perman Treasurer, Chief October 11, 1996
Herbert S. Perman Financial Officer,
Principal Accounting
Officer and Director
/S/ Geoffrey F. McClain Senior Vice October 11, 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 11, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
RE: Post Effective Amendment No. 1 to
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:
Dupont Holdings Limited
Alphatronics
of Four Hundred and Fifty Thousand (450,000) 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 havereviewed 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; and
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 450,000 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
Post Effective Amendment No. 1 to the Company's Registration Statement on Form
S-8 under the relevant federal and 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 October 10, 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 October 10, 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
