<PAGE>
Registration No. 333-_________
As filed with the Securities and Exchange Commission on May 7, 1997
______________________________________________________________________________
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 registrant as specified in its charter)
Florida 64-0708107
______________ ______________________
(State or other (I.R.S. Employer
jurisdiction of Identification Number)
incorporation or
organization)
1121 Alderman Drive
Suite 200
Alpharetta, Georgia 30202
(770) 667-6088
(Address, including zip code, and telephone number,
including area code, or registrant's principal executive offices)
- -------------------------------------------------------------------------------
STOCK OPTIONS ISSUED TO CONSULTANTS
-----------------------------------
(Full title of plan)
Roderick A. McClain
Chief Executive Officer
Global TeleMedia International, Inc.
1121 Alderman Drive
Suite 200
Alpharetta, Georgia 30202
(770) 667-6088
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
--------------------------------------------------
Copies to:
Matthias & Berg LLP
515 South Flower Street
Seventh Floor
Los Angeles, California 90071
Attn: Jeffrey P. Berg, Esq.
Phone (213) 895-4200
Fax (213) 895-4058
<PAGE>
(Registration Statement cover page continued)
CALCULATION OF REGISTRATION FEE
Title of Each Class Amount to be Proposed Maximum Proposed Amount of
of Securities to be Registered(1) Offering Price Maximum Registration
Registered per Share(1) Aggregate Fee(2)
Offering
Price(1)
Common Stock, par
value $0.004 per
share(3) 400,000 $0.41 $164,000 $49.70
_______________________
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Pursuant to General Instruction E, the registration fee paid in
connection herewith is based on the maximum aggregate per share exercise
price of the shares of Common Stock covered by this registration
statement.
(3) The shares registered pursuant to this Registration Statement are
available for issuance pursuant to certain stock option agreements which
are attached as exhibits to this Registration Statement.
<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.
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
Global TeleMedia International, Inc., Roderick A. McClain, Chief Executive
Officer, 1121 Alderman Drive, Suite 200, Alpharetta, Georgia 30202, tel. no.
(770) 667-6088.
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3: Incorporation of Documents by Reference.
The following documents, which are on file with the Securities and
Exchange Commission (the "Commission"), are incorporated in this Registration
Statement by reference:
(a) Annual Report on Form 10-KSB for the year ended December 31, 1996.
(b) The description of the Common Stock which is contained in the
registration statements filed under the Securities and Exchange Act
of 1934, as amended (the "Exchange Act"), including any amendment or
report filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Section 13(a), 14 and
15(d) of the Exchange Act prior to the filing of a post-effective amendment
which indicates that all shares offered hereby have been sold or which
deregisters all shares then remaining unsold, shall be deemed to be
incorporated in this Registration Statement by reference and to be a part
hereof from the date of filing of such documents.
ITEM 5. Interests of Named Experts and Counsel.
The 400,000 shares of Common Stock being registered in connection with
the Registration Statement are being registered on behalf of Matthias & Berg
LLP, counsel to the Registrant, which has issued the opinion filed herewith
as Exhibit 5.1 to this Registration Statement.
II-1
<PAGE>
ITEM 6. Indemnification of Directors and Officers.
The Registrant's Articles of Incorporation generally provide for the
maximum indemnification of a corporation's officers and directors as
permitted by law in the State of Florida. Florida law empowers a corporation
to indemnify any person who was or is a party or who is threatened to be made
a party to any threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, except in the case
of an action by or in the right of the corporation, by reason of the fact
that he or she is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or other
enterprise. Depending on the character of the proceeding, a corporation may
indemnify against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection
with such action, suit or proceeding if the person indemnified acted in good
faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the corporation, and with respect to any criminal
action or proceedings, had no reasonable cause to believe his or her conduct
was unlawful.
A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he or she is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation or other enterprise, against expenses, including amounts paid in
settlement and attorney's fees actually and reasonably incurred by him or her
in connection with the defense or settlement of the action or suit if he or
she acted in good faith and in a manner which he or she reasonably believed
to be in or not opposed to the best interests of the corporation.
Indemnification may not be made for any claim, issue or matter as to which
such a person has been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable to the corporation or for
amounts paid in settlement to the corporation unless and only to the extent
that the court in which the action or suit was brought or other court of
competent jurisdiction determines upon application that in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.
To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to above, or in defense of any claim,
issue or matter therein, he or she must be indemnified by the corporation
against expenses, including attorney's fees, actually and reasonably incurred
by him in connection with the defense. Any indemnification under this
section, unless ordered by a court or advanced pursuant to this section, must
be made by the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or
agent is proper in the circumstances. The determination must be made: (a) by
the stockholders; (b) by the board of directors by majority vote of a quorum
consisting of directors who were not parties to the action, suit or
proceeding; (c) if a majority vote of a quorum consisting of directors who
were not parties to the action, suit or proceeding so orders, by independent
legal counsel in a written opinion; or (d) if a quorum consisting of
directors who were not parties to the action, suit or proceeding cannot be
obtained, by independent legal counsel in a written opinion.
The articles of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors incurred
in defending a civil or criminal action, suit or proceeding must be paid by
the corporation as they are incurred and in advance of the final disposition
of the action, suit or proceeding upon receipt of an undertaking by or on
behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he or she is not
entitled to be indemnified by the corporation. The provisions of this
section do not affect any rights to advancement of expenses to which
corporate personnel other than directors or officers may be entitled under
any contract or otherwise by law.
II-2
<PAGE>
The indemnification and advancement of expenses authorized in or ordered
by a court pursuant to this section: (a) does not exclude any other rights to
which a person seeking indemnification or advancement of expenses may be
entitled under the articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either an action in
his or her official capacity or an action in another capacity while holding
his or her office, except that indemnification, unless ordered by a court
pursuant to this section or for the advancement of any director or officer if
a final adjudication establishes that his or her acts or omissions involved
intentional misconduct, fraud or a knowing violation of the law and was
material to the cause of action; and (b) continues for a person who has
ceased to be a director, officer, employee or agent and inures to the benefit
of the heirs, executors and administrators of such a person.
No indemnification is permitted for criminal violations (unless the
director, officer or agent had reasonable cause to believe his conduct was
unlawful), transactions in which the director or officer derived an improper
personal benefit, declarations of unlawful dividends or, in derivative
actions, willful misconduct or conscious disregard for the best interests of
the corporation.
ITEM 8: Exhibits
4.1 Stock Option Agreement between the Registrant and Matthias & Berg
LLP dated April 28, 1997
5.1 Opinion of Matthias & Berg LLP
24.1 Consent of Matthias & Berg LLP (included in Exhibit 5.1)
24.2 Consent of Tauber & Balser, P.C.
ITEM 9: Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a) (3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
(iii) 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.
provided, however, that paragraphs (1)(i) and (1)(ii) above do not
apply if the Registration Statement is on From S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is incorporated by reference from periodic reports filed by the
Registrant under the Exchange Act.
(2) That, for determining liability under the Securities Act, to treat
each such post-effective amendment as a new registration statement of the
securities offered, and the offering of such securities at that time to be
the initial bona fide offering.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the end of the
offering.
II-3
<PAGE>
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities 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.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person in the successful defense
of any action, suit or proceeding) is asserted by such director, officers or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Alpharetta, Georgia, on May 7, 1997.
GLOBAL TELEMEDIA INTERNATIONAL, INC.
By: /s/ Roderick A. McClain
------------------------------------------------
Roderick A. McClain, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Capacity in Which Signed Date
- --------- ------------------------ ----
/s/ Roderick A. McClain Chief Executive Officer and
- ----------------------- Director (Principal Executive
Roderick A. McClain Officer) May 7, 1997
/s/ Herbert S. Perman Chief Financial Officer
- ----------------------- (Principal Financial Officer
Herbert S. Perman and Principal Accounting Officer) May 7, 1997
/s/ Geoffrey F. McClain Director May 7, 1997
- -----------------------
Geoffrey F. McClain
II-5
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Roderick A. McClain and Herbert S.
Perman, or either of them, as 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) and supplements to this Registration
Statement, and to file the same with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each end every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them or their
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Capacity in Which Signed Date
- --------- ------------------------ ----
/s/ Roderick A. McClain Chief Executive Officer and
- ----------------------- Director (Principal Executive
Roderick A. McClain Officer) May 7, 1997
/s/ Herbert S. Perman Chief Financial Officer
- ----------------------- (Principal Financial Officer
Herbert S. Perman and Principal Accounting Officer) May 7, 1997
/s/ Geoffrey F. McClain Director May 7, 1997
- -----------------------
Geoffrey F. McClain
II-6
<PAGE>
EXHIBIT INDEX
-------------
Document Description of Document
- -------- -----------------------
4.1 Stock Option Agreement between the Registrant
and Matthias & Berg LLP dated April 28, 1997
5.1 Opinion of Matthias & Berg LLP
24.1 Consent of Matthias & Berg LLP (included in Exhibit 5.1)
24.2 Consent of Tauber & Balser, P.C.
<PAGE>
Exhibit 4.1
GLOBAL TELEMEDIA INTERNATIONAL, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of April 28, 1997 by and between Global
TeleMedia International, Inc., a Delaware corporation (the "Company"), and
Matthias & Berg LLP ("Optionee").
R E C I T A L
The Board of Directors of the Company (the "Board of Directors") has
authorized the granting to Optionee, for services previously rendered by
Optionee as a consultant to the Company, of a non-qualified stock option to
purchase the number of shares of Common Stock of the Company specified in
Paragraph 1 hereof, at the price specified therein, such option to be for the
term and upon the terms and conditions hereinafter stated.
A G R E E M E N T
NOW, THEREFORE, in consideration of the premises and of the undertakings
of the parties hereto contained herein, it is hereby agreed:
1. Number of Shares; Option Price. Pursuant to said action of the Board of
Directors, the Company hereby grants to Optionee, in consideration of legal
consulting services performed for the benefit of the Company, the option
("Option") to purchase up to 400,000 shares ("Option Shares") of Common Stock
of the Company, at the exercise price of $0.41 per share.
2. Term. This Option shall expire four (4) years from the date first
written above.
3. Shares Subject to Exercise. The 400,000 Options shall vest and be
immediately exercisable, and shall thereafter remain subject to exercise for
the term specified in Paragraph 2 hereof.
4. Method and Time of Exercise. The Option may be exercised by written
notice delivered to the Company stating the number of shares with respect to
which the Option is being exercised, together with a check made payable to
the Company in the amount of the purchase price of such shares plus the
amount of applicable federal, state and local withholding taxes, and the
written statement provided for in Paragraph 10 hereof, if required by such
Paragraph 10; provided, however, with respect to the 400,000 Options set
forth in paragraph 1 hereof, Optionee shall be entitled to pay the exercise
price against cancellation in full of certain indebtedness owing by the
Company to Optionee for services
<PAGE>
previously rendered by Optionee as a consultant to the Company. Not less than
100 shares may be purchased at any one time unless the number purchased is
the total number purchasable under such Option at the time. Only whole
shares may be purchased.
5. Tax Withholding. As a condition to exercise of this Option, the Company
may require the Optionee to pay over to the Company all applicable federal,
state and local taxes which the Company is required to withhold with respect
to the exercise of this Option. At the discretion of the Company and upon
the request of the Optionee, the minimum statutory withholding tax
requirements may be satisfied by the withholding of shares of Common Stock
otherwise issuable to the Optionee upon the exercise of this Option.
6. Exercise on Termination of Employment. This Option shall not terminate
as a result of the termination of Optionee's services as a consultant to the
Company.
7. Nontransferability. This Option may not be assigned or transferred
except, if applicable, by will or by the laws of descent and distribution,
and may be exercised only by Optionee during Optionee's lifetime and after
Optionee's death, by Optionee's representative or by the person entitled
thereto under Optionee's will or the laws of intestate succession.
8. Optionee Not a Shareholder. Optionee shall have no rights as a
shareholder with respect to the Common Stock of the Company covered by the
Option until the date of issuance of a stock certificate or stock
certificates to him upon exercise of the Option. No adjustment will be made
for dividends or other rights for which the record date is prior to the date
such stock certificate or certificates are issued.
9. No Right to Perform Services. Nothing in this Option shall confer upon
the Optionee any right to perform services for the Company, or shall
interfere with or restrict in any way the rights of the Company to discharge
or terminate Optionee as an independent contractor or consultant at any time
for any reason whatsoever, with or without good cause.
10. Restrictions on Sale of Shares. Optionee represents and agrees that,
upon Optionee's exercise of the Option in whole or part, unless there is in
effect at that time under the Securities Act of 1933 a registration statement
relating to the shares issued to him, he will acquire the shares issuable
upon exercise of this Option for the purpose of investment and not with a
view to their resale or further distribution, and that upon each exercise
thereof Optionee will furnish to the Company a written statement to such
effect, satisfactory to the Company in form and substance. Optionee agrees
that any certificates issued upon exercise of this Option may bear a legend
indicating that their transferability is
2
<PAGE>
restricted in accordance with applicable state or federal securities law.
Any person or persons entitled to exercise this Option under the provisions
of Paragraphs 5 and 6 hereof shall, upon each exercise of the Option under
circumstances in which Optionee would be required to furnish such a written
statement, also furnish to the Company a written statement to the same
effect, satisfactory to the Company in form and substance.
11. Registration. On or before thirty days after the date of this
Agreement, the Company shall, at the Company's expense, use its best efforts
to file with the Securities and Exchange Commission ("SEC"), a registration
statement ("Registration Statement") on Form S-8 or other comparable form, in
such form as to comply with applicable federal and state laws for the
purpose of registering or qualifying the Option Shares for resale by
Optionee, and prepare and file with the appropriate state securities
regulatory authorities the documents reasonably necessary to register or
qualify such securities, subject to the ability of the Company to register or
qualify such securities under applicable state laws.
12. Notices. All notices to the Company shall be addressed to the Company
at the principal office of the Company at 1121 Alderman Drive, Suite 200,
Alpharetta, Georgia 30202, Telecopier No. (770) 667-6088, and all notices to
Optionee shall be addressed to Optionee at the address and telecopier number
of Optionee on file with the Company, or to such other address and telecopier
number as either may designate to the other in writing. A notice shall be
deemed to be duly given if and when enclosed in a properly addressed sealed
envelope deposited, postage prepaid, with the United States Postal Service
and followed by telecopier to the addressee. In lieu of giving notice by
mail as aforesaid, written notices under this Agreement may be given by
personal delivery to Optionee or to the Company (as the case may be).
13. [RESERVED]
14. Adjustments. If there is any change in the capitalization of the
Company affecting in any manner the number or kind of outstanding shares of
Common Stock of the Company, whether by stock dividend, stock split,
reclassification or recapitalization of such stock, or because the Company
has merged or consolidated with one or more other corporations (and provided
the Option does not thereby terminate pursuant to Section 2 hereof), then the
number and kind of shares then subject to the Option and the price to be paid
therefor shall be appropriately adjusted by the Board of Directors; provided,
however, that in no event shall any such adjustment result in the Company's
being required to sell or issue any fractional shares. Any such adjustment
shall be made without change in the aggregate purchase price applicable to
the unexercised portion of the Option, but with
3
<PAGE>
an appropriate adjustment to the price of each Share or other unit of
security covered by this Option.
15. Cessation of Corporate Existence. Notwithstanding any other provision
of this Option, upon the dissolution or liquidation of the Company, the
reorganization, merger or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving
corporation, or the sale of substantially all the assets of the Company or of
more than 50% of the then outstanding stock of the Company to another
corporation or other entity, the Option granted hereunder shall terminate;
provided, however, that: (i) each Option for which no option has been
tendered by the surviving corporation in accordance with all of the terms of
provision (ii) immediately below shall, within five days before the effective
date of such dissolution or liquidation, merger or consolidation or sale of
assets in which the Company is not the surviving corporation or sale of
stock, become fully exercisable; or (ii) in its sole and absolute discretion,
the surviving corporation may, but shall not be so obligated to, tender to
any Optionee, an option to purchase shares of the surviving corporation, and
such new option or options shall contain such terms and provisions as shall
be required substantially to preserve the rights and benefits of this Option.
16. Invalid Provisions. In the event that any provision of this Agreement
is found to be invalid or otherwise unenforceable under any applicable law,
such invalidity or unenforceability shall not be construed as rendering any
other provisions contained herein invalid or unenforceable, and all such
other provisions shall be given full force and effect to the same extent as
though the invalid or unenforceable provision were not contained herein.
17. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
18. Counterparts. This Agreement may be executed in counterparts, all of
which shall be considered one and the same agreement, and shall become
effective when one or more counterparts have been signed by each of the
parties hereto and delivered to the other.
4
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above written.
GLOBAL TELEMEDIA INTERNATIONAL, INC.
("Company")
By: /s/ Roderick A. McClain
----------------------------
Roderick A. McClain
Chief Executive Officer
Social Security Number
or Employer Identification
Number: ("Optionee")
95-4176116 By: /s/ Michael R. Matthias
- ------------------------ ----------------------------
Michael R. Matthias
Partner
Address:
Michael R. Matthias
c/o Matthias & Berg LLP
515 South Flower Street
Seventh Floor
Los Angeles, California 90071
Telecopier No. (213) 895-4058
5
<PAGE>
Exhibit 5.1
May 6, 1997
Global TeleMedia International, Inc.
1121 Alderman Drive
Suite 200
Alpharetta, Georgia 30202
Re: Registration Statement on Form S-8
Global TeleMedia International, Inc.
-----------------------------------------
Gentlemen:
We are acting as counsel for Global TeleMedia International, Inc., a
Florida corporation (the "Company"), in connection with the registration
under the Securities Act of 1933, as amended (the "Act"), of the offering and
sale of up to 400,000 shares (the "Shares") of the Company's common stock,
par value $0.004 per share (the "Common Stock") which may be issued by the
Company upon the exercise of certain stock options granted to a consultant of
the Company as compensation for consulting services previously rendered to
the Company pursuant to a Stock Option Agreement between the Company and
Matthias & Berg LLP, dated April 28, 1997 (the "Contract"). A Registration
Statement on Form S-8 covering the Shares (the "Registration Statement") is
being filed under the Act with the Securities and Exchange Commission.
In rendering the opinions expressed herein, we have reviewed such matters
of law as we have deemed necessary and have examined copies of such
agreements, instruments, documents and records as we have deemed relevant.
In rendering the opinions expressed herein, we have assumed the
genuineness and authenticity of all documents examined by us and of all
signatures thereon, the legal capacity of all natural persons executing such
documents, the conformity to original documents of all documents submitted to
us as certified or conformed copies or photocopies and the completeness and
accuracy of the certificates of public officials examined by us. We have
made no independent factual investigation with regard to any such matters.
<PAGE>
Global TeleMedia International, Inc.
May 6, 1997
Page 2
Based upon the foregoing and subject to the qualifications stated herein,
it is our opinion that the Shares, issued or to be issued upon the exercise
of any stock options duly granted pursuant to the Contract, when issued, paid
for and delivered upon the exercise of such stock options, in accordance with
the terms of the Contract, will be validly issued, fully paid and
non-assessable.
The opinions expressed herein are limited to matters involving the federal
laws of the United States and to the corporate laws of the State of Florida,
and we express no opinion as to the effect on the matters covered by this
opinion of the laws of any other jurisdiction.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and the reference to our firm therein under the
caption "Interests of Named Experts and Counsel."
The opinions expressed herein are rendered solely for your benefit in
connection with the transaction described herein. Except as otherwise
provided herein, this opinion may not be used or relied upon by any person,
nor may this letter or any copies thereof be furnished to a third party,
filed with a governmental agency, quoted, cited or otherwise referred to
without our prior written consent.
Respectfully submitted,
MATTHIAS & BERG LLP
<PAGE>
Exhibit 24.2
TAUBER & BALSER, P.C.
Certified Public Accountants
3340 Peachtree Road, N.E.
Atlanta, GA 30326
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation in the Registration Statement on Form S-8
dated May 7, 1997, of Global TeleMedia International, Inc. of our report
dated April 8, 1997 included, in the 1996 Annual Report of Global TeleMedia
International, Ic., on Form 10-KSB.
Tauber & Balser, P.C.
Atlanta, Georgia
May 7,1997
