<PAGE>
Registration No. _____________
As filed with the Securities and Exchange Commission on June 11, 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)
-----------------------------------------------------------------
SHARES OF COMMON STOCK
AND
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
1990 South Bundy Drive
Suite 790
Los Angeles, California 90025
Attn: Jeffrey P. Berg, Esq.
Phone (310) 820-0083
Fax (310) 820-8313
<PAGE>
(REGISTRATION STATEMENT COVER PAGE CONTINUED)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Each Class of Amount to be Proposed Maximum Proposed Amount of
Securities to be Registered Registered(1) Offering Price per Maximum Registration
Share(1) Aggregate Fee(2)
Offering
Price(1)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$0.004 per share(3) 960,000 $0.4167 $400,000
Common Stock, par value
$0.004 per share 250,000 $0.6725 $168,125
TOTAL 1,210,000 $568,125 $172.16
</TABLE>
__________________________________
(1) Estimated solely for the purpose of calculating the registration fee based:
(a) upon the exercise price of the options granted with respect to 960,000
of the shares of Common Stock registered in connection with this
Registration Statement, and (b) upon the purchase price with respect to the
balance of the 250,000 shares of Common Stock registered in connection this
Registration Statement.
(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) Certain of 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>
REOFFER PROSPECTUS
GLOBAL TELEMEDIA INTERNATIONAL, INC.
1,210,000 SHARES
COMMON STOCK
OFFERED BY SELLING STOCKHOLDERS
This Reoffer Prospectus (the "Prospectus") relates to the reoffer and
resale of up to 1,210,000 shares (the "Shares") of common stock, par value
$0.004 (the "Common Stock") of Global TeleMedia International, Inc., a Florida
corporation (the "Company"), to be offered from time to time for the account of
certain directors, officers, employees and consultants of the Company (the
"Selling Stockholders") as compensation for employment or consulting services,
some of whom may be deemed to be "affiliates" of the Company, as such term is
defined in Rule 405 of the Securities Act of 1933, as amended (the "Securities
Act"). The 1,210,000 Shares include: (i) up to 960,000 shares of Common Stock
which have been or may be issued to certain officers, directors, employees and
consultants of the Company as compensation for employment or consulting
services, and (ii) up to 250,000 shares of Common Stock which may be issued by
the Company upon the exercise of certain options granted as compensation for
consulting services. See "Selling Stockholders" and "Plan of Distribution."
The Selling Stockholders directly, through agents designated from time to
time, or through brokers, dealers, or through underwriters to be designated, may
sell the shares of Common Stock offered hereby from time to time on terms to be
determined at the time of sale. To the extent required by applicable law, the
specific shares to be sold, the terms of the offering, including price, the
names of any agent, dealer or underwriter, and any applicable commission,
discount or other compensation with respect to a particular sale will be set
forth in an accompanying Prospectus Supplement. See "Selling Stockholders" and
"Plan of Distribution."
The Company will receive none of the proceeds from the sale of these
Shares. The Selling Stockholders and any broker-dealer, agents or underwriters
that participate with the Selling Stockholders in the distribution of the Common
Stock may be deemed to be underwriters within the meaning of the Securities Act
and any commission received by them and any profit on the resale of the Common
Stock purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act. The Company has paid all of the costs of
the Offering with respect to the Shares to be offered by the Selling
Stockholders. See "Selling Stockholders" and "Plan of Distribution."
The Company's Common Stock is currently listed for trading in the
over-the-counter market and is quoted on the National Association of Securities
Dealers, Inc. Bulletin Board or in the "pink sheets" maintained by the National
Quotation Bureau, Inc. under the symbol "GTMI." On June 6, 1997, the closing
market price for the Common Stock as traded in the over-counter-market was
approximately $0.8125 per share.
THESE SECURITIES ARE SPECULATIVE
AND INVOLVE A HIGH DEGREE OF RISK.
________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is June 11, 1997
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Commission, a Registration Statement on Form
S-8 under the Securities Act of 1933, as amended (the "Securities Act") with
respect to the securities offered hereby. This Prospectus does not contain all
the information set forth in the Registration Statement and the exhibits and
schedules thereto. For further information with respect to the Company and the
Shares, reference is made to the Registration Statement and the exhibits and
schedules filed as a part thereof. Statements made in this Prospectus as to the
contents of any contract or any other document referred to are not necessarily
complete, and, in each instance, reference is made to the copy of such contract
or document filed as an exhibit to the Registration Statement, each such
statement being qualified in all respects by such reference to such exhibits.
The Registration Statement, including exhibits and schedules thereto, may be
inspected without charge at the public reference facilities maintained by the
Securities and Exchange Commission (the "Commission") at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the regional
offices of the Commission at 7 World Trade Center, 13th Floor, New York, New
York 10048 and at 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2411. Copies of the Registration Statement and the exhibits and schedules
thereto may be obtained from the Commission at such offices upon payment of
prescribed rates.
The Company is currently subject to the reporting 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 Commission. Such reports, proxy statements and other information may be
inspected and copied at the public reference facilities of the Commission at
450 Fifth Street, N.W., Washington D.C. 20549; at its New York Regional Office,
Room 1400, 7 World Trade Center, New York, New York 10048; and at its Chicago
Regional Office, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2411, and copies of such materials can be obtained from the Public
Reference Section at prescribed rates. The Company intends to furnish its
stockholders with annual reports containing audited financial statements and
such other periodic reports as the Company may determine to be appropriate or as
may be required by law.
The following documents, including the exhibits thereto, 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) Quarterly Report on Form 10-QSB for the quarterly period ended March
31, 1997.
(c) 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.
The Company will provide without charge to each person to whom a copy of
this Prospectus has been delivered, upon the written or oral request of such
person, a copy of any or all of the documents which have been or may be
incorporated by reference in this Prospectus (other than exhibits to such
documents, unless such exhibits are specifically incorporated by reference into
such documents). Requests should be directed to: Global TeleMedia
International, Inc., 1121 Alderman Drive, Suite 200, Alpharetta, Georgia 30202,
Attention: Roderick A. McClain, Chief Executive Officer. Telephone requests may
be directed to the Company at (770) 667-6088.
2
<PAGE>
Any statements contained in a document incorporated or deemed to be
incorporated herein by reference 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 herein by reference modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus. All information
appearing in this Prospectus is qualified in its entirety by the information and
financial statements (including notes thereto) appearing in the documents
incorporated herein by reference, except to the extent set forth in the
immediately preceding statement.
THE COMPANY
Global TeleMedia International, Inc. (the "Company"), is engaged in five
related business operations, (i) the provision of long-distance
telecommunications services, including a wide variety of sophisticated
telecommunications services with programs offering straight local and
long-distance calls, to both commercial and individual purchasers (the
"Telecommunications Business"); (ii) the network marketing of certain
telecommunication products and services, provided by agents and brokers for the
Company and by unrelated parties (the "Vision 21 Business"); (iii) the purchase
from and resale, to other carriers, of long distance time, especially for
international telephone communications (the "Carrier Sales Business"); (iv) the
design, production and distribution of collectible trading cards and prepaid
telephone calling cards depicting the licensed marks of personalities in NASCAR
Winston Cup Racing and other sports related items (the "Collectible Calling
Cards Business"); and (v) the marketing of Internet services directly to
businesses and individuals (the "Internet Services Business"). Of the five
above referenced businesses, only the Telecommunications Business and the Vision
21 Business were conducted during all of the year ended December 31, 1996.
Since most of the revenue generated by the Telecommunications Business derives
from the independent distributors of the Vision 21 Business, these may be
thought of as a single business. The Collectible Calling Cards Business was
acquired by the Company as of November 15, 1996, the Carrier Sales Business was
started by the Company in early January, 1997, and the Internet Services
Business was acquired by the Company as of January 2, 1997.
The ability of the Company to generate revenue in 1997 and future years,
depends on its ability to manage five distinct businesses, each with its own
problems of growth, management, response to technical changes, pressures of
competition, need for financing and recruitment and retention of key personnel.
No assurance can be given that the management of the Company will be capable of
handling many problems and issues attendant to the operations and projected
growth of such businesses.
The Company introduced its network marketing system in 1996. The Company's
strategy has been to build a subscriber base without committing capital or
management resources and to construct its own network and transmission
facilities. This strategy has allowed the Company to add subscribers without
being limited by the capacity, geographic coverage or configuration of any
particular network that the Company might have developed. As the volume of the
Company's traffic has reached sufficient levels in certain markets, the Company
now intends to seek other licensed carriers providing long distance service and
to develop its own long distance network in those markets to reduce its
dependence upon such licensed carriers, provide additional services to its
subscribers and reduce expenses associated with the transmission of long
distance calls. There can be no assurance, however, that development of a long
distance network will be completed or, if completed, will be beneficial to the
Company.
3
<PAGE>
The Company's auditors have included an explanatory paragraph in their
Report of Independent Certified Public Accountants, included in the Company's
Annual Report on Form 10-KSB for the year ended December 31, 1996, to the effect
that recovery of the Company's assets are dependent upon future events, the
outcome of which is undeterminable, and that the successful completion of the
Company's development program and its transition, ultimately, to the attainment
of profitable operations is dependent upon obtaining adequate financing to
fulfill its development activities and achieving a level of sales adequate to
support the Company's cost corporate infrastructure. There can be no assurances
that such a financing can be completed on terms favorable to the Company or at
all, or that the business of the Company will ever achieve profitable
operations.
The Company's principal executive offices are located at 1121 Alderman
Drive, Suite 200, Alpharetta, Georgia 30202, tel no. (213) 770-667-6088
USE OF PROCEEDS
The Company will not receive any of the net proceeds from the shares of
Common Stock to be offered by the Selling Stockholders, all of which net
proceeds will be received by the Selling Stockholders. See "Selling
Stockholders" and "Plan of Distribution."
PLAN OF DISTRIBUTION
The shares of the Company's Common Stock offered hereby by the Selling
Stockholders may be sold from time to time to purchasers directly by the Selling
Stockholders. Alternatively, the Selling Stockholders may from time to time
offer the shares of Common Stock through underwriters, dealers or agents, who
may receive compensation in the form of underwriting discounts, concessions or
commissions from the Selling Stockholders and/or the purchasers of the shares
for whom they may act as agent. The Selling Stockholders and any underwriters,
dealers or agents that participate in the distribution of the shares of Common
Stock may be deemed to be underwriters and any profit on the sale of shares by
them and any discounts, commissions or concessions received by any such
underwriters, dealers or agents may be deemed to be underwriting discounts and
commissions under the Securities Act. At the time a particular offer of shares
is made, to the extent required by applicable law, a Prospectus Supplement will
be distributed which will set forth the specific shares to be sold and the terms
of the offering, including the name or names of any underwriters, dealer-agents,
any discounts, commissions or concessions allowed or reallowed or paid to
dealers.
The shares of Common Stock may be sold from time to time in one or more
transactions at a fixed offering price which may be changed or at varying prices
determined at the time of sale or negotiated prices.
The Company has paid all of the expenses incident to the offering of the
shares of the Common Stock offered by the Selling Stockholders, other than
commissions and discounts of underwriters, dealers or agents.
4
<PAGE>
SELLING STOCKHOLDERS
This Prospectus relates to up to 1,210,000 shares of Common Stock which
have been or may be acquired by the Selling Stockholders from time to time
through: (i) the issuance of up to 250,000 shares of Common Stock to certain
officers, directors, employees and consultants of the Company as compensation
for employment or consulting services, and (ii) the exercise of certain options
to purchase up to 960,000 shares of Common Stock granted as compensation for
consulting services. The following table sets forth certain information with
respect to the Selling Stockholders, some of whom may be deemed to be
"affiliates" of the Company, as such term is defined in Rule 405 of the
Securities Act, as of the date of this Prospectus, as follows: (i) the name and
position with the Company within the past three (3) years of each Selling
Stockholder; (ii) the number of shares of Common Stock beneficially owned by
each Selling Stockholder (including shares obtainable under options exercisable
within sixty (60) days of such date); (iii) the number of shares of Common Stock
being offered hereby, and (iv) the number and percentage of the Company's
outstanding shares of Common Stock to be beneficially owned by each Selling
Stockholder before and after completion of the sale of Common Stock being
offered hereby. There can be no assurance that any of the Selling Stockholders
will sell any or all of the shares of Common Stock offered hereby.
<TABLE>
<CAPTION>
NO. OF SHARES NO. OF SHARES
BENEFICIALLY NO. OF SHARES BENEFICIALLY
NAME AND ADDRESS OWNED BEFORE TO BE OFFERED OWNED AFTER PERCENT #
OF BENEFICIAL OWNER OFFERING# FOR RESALE OFFERING* BEFORE OFFERING AFTER OFFERING*
- ------------------- ------------- ------------- ------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Frank B. McGowan(1) 200,000 200,000 0 ** 0
Peter Kuhn(2) 50,000 50,000 0 ** 0
Michael Fielding(3) 960,000 960,000 0 4.44% 0
</TABLE>
Information with respect to Selling Stockholders from time to time will be
updated in supplements to this Prospectus, which will be filed with the
Commission in accordance with Rule 424(b) under the Securities Act.
As of June 6, 1997, there were issued and outstanding 20,683,204 shares of
Common Stock.
(FOOTNOTES ON FOLLOWING PAGE)
- -----------------------------
5
<PAGE>
(FOOTNOTES FROM PRIOR PAGE)
- ---------------------------
# Pursuant to the rules of the Commission, shares of Common Stock which an
individual or group has a right to acquire within 60 days pursuant to the
exercise of options or warrants are deemed to be outstanding for the
purpose of computing the percentage ownership of such individual or group,
but are not deemed to be outstanding for the purpose of computing the
percentage ownership of any other person shown in the table.
* Assumes the exercise in full and sale of all the Shares registered for
reoffer and resale pursuant to this Registration Statement.
** Less than 1%.
1. The address for Mr. McGowan is Holcomb Bridge Road, Norcross, Georgia
30029. The Company issued the 200,000 shares to Mr. McGowan in connection
with certain consulting services provided by Mr. McGowan to the Company.
2. The address for Mr. Kuhn is 188 Boling Road, Atlanta, Georgia 30202. The
Company issued the 50,000 shares to Mr. Kuhn in connection with certain
consulting services provided by Mr. Kuhn to the Company.
3. The address for Mr. Fielding is 546 Sir Walter Raleigh House, St. Helier,
Jersey, Channel Islands JEF8XY. The Company granted options to purchase up
to 960,000 shares to Mr. Fielding in connection with certain consulting
services provided by Mr. Fielding to the Company.
6
<PAGE>
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
The Commission has expressed its opinion that indemnification of directors,
officers and controlling persons of the Company against liabilities arising
under the Securities Act, 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 Company
of expenses incurred or paid by an Indemnitee of the Company in the successful
defense of any such act or proceeding) is asserted by such Indemnitee in
connection with securities which have been registered by the Company, the
Company 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.
LEGAL MATTERS
Certain matters with respect to the validity of the Shares offered hereby
will be passed upon for the Company by Matthias & Berg LLP, 1990 South Bundy
Drive, Suite 790 Los Angeles, California 90025. Matthias & Berg LLP currently
owns options to purchase up to 400,000 shares of Common Stock, which are not the
subject of this Registration Statement.
EXPERTS
The audited financial statements of the Company as of December 31, 1996 and
1995 and the related statements of operations, stockholders' equity and cash
flows for the years ended December 31, 1996 and 1995, incorporated by reference
in this Prospectus from the Company's Report on Form 10-KSB for the year ended
December 31, 1996, have been so incorporated herein in reliance on the report of
Tauber & Balser, P.C., independent certified public accountants, given on the
authority of such firm as experts in auditing and accounting.
7
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE 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. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO PURCHASE
ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES OR AN OFFER TO, OR
A SOLICITATION OF ANY PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER OR
SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR
THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THE DATE HEREOF.
TABLE OF CONTENTS
PAGE
----
AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . . . . . 2
THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . 3
USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . 4
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . 4
SELLING STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . 5
DISCLOSURE OF COMMISSION POSITION
OF INDEMNIFICATION FOR SECURITIES
ACT LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . 7
LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . 7
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
GLOBAL TELEMEDIA
INTERNATIONAL, INC.
1,210,000 SHARES
OF COMMON STOCK
____________
PROSPECTUS
____________
JUNE 11, 1997
<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) Quarterly Report on Form 10-QSB for the quarterly period ended March
31, 1997.
(c) 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.
Not applicable.
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 Consulting Agreement between the Registrant and Frank B. McGowan dated
May 15, 1997
4.2 Consulting Agreement between the Registrant and Peter Kuhn dated May
15, 1997
4.3 Stock Option Agreement between the Registrant and Michael Fielding
dated June 6, 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 Form 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 June 9, 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.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY IN WHICH SIGNED DATE
--------- ------------------------ ----
<S> <C> <C>
/s/ Roderick A. McClain Chief Executive Officer and
- ----------------------- Director (Principal Executive Officer) June 9, 1997
Roderick A. McClain
/s/ Herbert S. Perman Director June 9, 1997
- -----------------------
Herbert S. Perman
/s/ Geoffrey F. McClain Director June 9, 1997
- -----------------------
Geoffrey F. McClain
/s/ Terry Huetter Chief Financial Officer
- ----------------------- (Principal Financial Officer and Principal
Terry Huetter Accounting Officer) June 9, 1997
</TABLE>
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.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY IN WHICH SIGNED DATE
--------- ------------------------ ----
<S> <C> <C>
/s/ Roderick A. McClain Chief Executive Officer and
- ----------------------- Director (Principal Executive Officer) June 9, 1997
Roderick A. McClain
/s/ Herbert S. Perman Director June 9, 1997
- -----------------------
Herbert S. Perman
/s/ Geoffrey F. McClain Director June 9, 1997
- -----------------------
Geoffrey F. McClain
/s/ Terry Huetter Chief Financial Officer
- ----------------------- (Principal Financial Officer and Principal
Terry Huetter Accounting Officer) June 9, 1997
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
DOCUMENT DESCRIPTION OF DOCUMENT
- -------- -----------------------
4.1 Consulting Agreement between the Registrant
and Frank B. McGowan dated May 15, 1997
4.2 Consulting Agreement between the Registrant
and Peter Kuhn dated May 15, 1997
4.3 Stock Option Agreement between the Registrant
and Michael Fielding dated June 9, 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
<PAGE>
BUSINESS CONSULTING AGREEMENT
THIS BUSINESS CONSULTING AGREEMENT (the "Agreement") made as of May 15,
1997 by and between Frank B. McGowan, an individual (the "Consultant"), and
Global Telemedia International, Inc., a Florida corporation (the "Company").
WITNESSETH:
WHEREAS, the Company is desirous of obtaining real estate and financial
advice;
WHEREAS, Consultant is experienced in providing real estate and financial
advisory services; and
WHEREAS, the Company desires to retain Consultant as a business
consultant;
NOW, THEREFORE, in consideration of the premises and mutual covenants set
forth herein, it is agreed as follows:
1. The Company hereby retains Consultant as a business consultant and
Consultant shall provide to the Company, when requested by the Company from time
to time, during normal hours, business consultation services concerning, but not
limited to, the evaluation and structure of financings; real estate
negotiations; and long term financial planning. Notwithstanding the foregoing,
Consultant shall be under no obligation to provide services hereunder more
frequently than Forty (40) hours during each month during the term hereof.
2. This Agreement shall become effective as of the date first set forth
above and confirms the prior oral understanding between the parties and services
previously rendered. This Agreement may not be cancelled without the express
written consent of each party to this Agreement.
3. The Company shall issue to Consultant upon the execution 200,000
shares of the Company's common stock for services rendered to Company, and for
which the Company has received an invoice, at a price equal to eighty-five
percent (85%) of the bid price of the Company's common stock in the over-the
counter market on the date first above written. Any obligation incurred by
Consultant for compensation due any third party and/or Company which assists
Consultant shall be the obligation of Consultant, and not give rise to any
obligation on the part of the Company to such third party and/or Company.
1
<PAGE>
4. Consultant covenants that all information concerning the Company,
including proprietary information, which it has obtained as a result of the
services rendered pursuant to this Agreement shall be kept confidential and
shall not be used by Consultant except for the direct benefit of the Company nor
disclosed by Consultant to any third party without the prior written approval of
the Company.
5. In the event that the Company provides to Consultant inaccurate
information, whether intentionally or otherwise, about the Company or the
Company fails to perform obligations it has agreed to perform, the Company
agrees to indemnify and hold harmless Consultant, and his employees, affiliates
or agents, harmless against any and all manner of obligations and expense
(including actual attorneys' fees) arising from or related to Consultant's
performance of services under this Agreement.
6. Consultant and the Company hereby acknowledge that Consultant is an
independent contractor. Consultant shall not hold itself out as, nor shall it
take any action from which others might infer that it is a partner or agent of,
or a joint venturer with the Company. In addition, Consultant shall take no
action which binds, or purports to bind, the Company.
7. This Agreement contains the entire agreement between the parties, and
may not be changed except by agreement in writing signed by the party against
whom enforcement of any waiver, change, discharge or modification is sought.
Waiver of or failure to exercise any rights provided by this Agreement in any
respect shall not be deemed a waiver of any further or future rights.
8. This Agreement shall be construed under the laws of the State of
Georgia.
9. This Agreement shall be binding upon the parties, their successors and
assigns; PROVIDED, HOWEVER, that Consultant shall not permit any other person or
entity to assume these obligations hereunder without the prior written approval
of the Company which approval shall not be unreasonably withheld and notice of
the Company's position shall be given within ten (10) days after approval has
been requested.
10. Consultant hereby warrants and represents that neither Consultant nor
any of his employees or affiliates are registered or affiliated with any NASD
member firm.
11. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which shall constitute but one
agreement.
2
<PAGE>
12. In any action at law or in equity to enforce or interpret any of the
provisions of this Agreement, the nonprevailing party or parties to the
litigation, as determined by the court in a final judgment, shall pay to the
prevailing party or parties all costs, expenses and reasonable attorneys' fees
(including, without limitation, costs, expenses and attorneys' fees on any
appeal of such judgment), and if the prevailing party or parties recover a
judgment, the costs, expenses and attorneys' fees may be included as part of
that judgment. It is the agreement of the parties hereto that the amount of
such judgment shall not exceed the value of the compensation given pursuant to
this Agreement, based upon the value of the stock upon the date of this
Agreement.
13. Notwithstanding anything herein to the contrary, Company acknowledges
that Consultant's services were of a purely consulting nature, and Company shall
make its own decisions and Consultant shall not be liable to Company unless
Consultant acts willfully against Company.
IN WITNESS WHEREOF, the parties hereto have executed or caused these
present to be executed as of the day and year first above written at Atlanta,
Georgia.
("Consultant")
FRANK B. McGOWAN
/s/ Frank B. McGowan
------------------------------
Frank B. McGowan
("Company")
GLOBAL TELEMEDIA INTERNATIONAL, INC.
By: /s/ Roderick A. McClain
----------------------------
Name: Roderick A. McClain
Title: President and CEO
3
<PAGE>
EXHIBIT 4.2
<PAGE>
BUSINESS CONSULTING AGREEMENT
THIS BUSINESS CONSULTING AGREEMENT (the "Agreement") made as of May 15,
1997 by and between Peter Kuhn, an individual (the "Consultant"), and Global
Telemedia International, Inc., a Florida corporation (the "Company").
WITNESSETH:
WHEREAS, the Company is desirous of obtaining strategic consulting and
financial advice;
WHEREAS, Consultant is experienced in providing financial advisory
services; and
WHEREAS, the Company desires to retain Consultant as a business
consultant;
NOW, THEREFORE, in consideration of the premises and mutual covenants set
forth herein, it is agreed as follows:
1. The Company hereby retains Consultant as a business consultant and
Consultant shall provide to the Company, when requested by the Company from time
to time, during normal hours, business consultation services concerning, but not
limited to, the evaluation and structure of financings and long term financial
and strategic planning.
2. This Agreement shall become effective as of the date first set forth
above and confirms the prior oral understanding between the parties and services
previously rendered. This Agreement may not be cancelled without the express
written consent of each party to this Agreement.
3. The Company shall issue to Consultant upon the execution 50,000 shares
of the Company's common stock for services rendered to Company, and for which
the Company has received an invoice, at a price equal to eighty-five percent
(85%) of the bid price of the Company's common stock in the over-the counter
market on the date first above written. The Company agrees to use its best
efforts to file a registration statement on Form S-8 by May 23, 1997. Any
obligation incurred by Consultant for compensation due any third party and/or
Company which assists Consultant shall be the obligation of Consultant, and not
give rise to any obligation on the part of the Company to such third party
and/or Company.
1
<PAGE>
4. Consultant covenants that all information concerning the Company,
including proprietary information, which it has obtained as a result of the
services rendered pursuant to this Agreement shall be kept confidential and
shall not be used by Consultant except for the direct benefit of the Company nor
disclosed by Consultant to any third party without the prior written approval of
the Company.
5. In the event that the Company provides to Consultant inaccurate
information, whether intentionally or otherwise, about the Company or the
Company fails to perform obligations it has agreed to perform, the Company
agrees to indemnify and hold harmless Consultant, and his employees, affiliates
or agents, harmless against any and all manner of obligations and expense
(including actual attorneys' fees) arising from or related to Consultant's
performance of services under this Agreement.
6. Consultant and the Company hereby acknowledge that Consultant is an
independent contractor. Consultant shall not hold itself out as, nor shall it
take any action from which others might infer that it is a partner or agent of,
or a joint venturer with the Company. In addition, Consultant shall take no
action which binds, or purports to bind, the Company.
7. This Agreement contains the entire agreement between the parties, and
may not be changed except by agreement in writing signed by the party against
whom enforcement of any waiver, change, discharge or modification is sought.
Waiver of or failure to exercise any rights provided by this Agreement in any
respect shall not be deemed a waiver of any further or future rights.
8. This Agreement shall be construed under the laws of the State of
Georgia.
9. This Agreement shall be binding upon the parties, their successors and
assigns; PROVIDED, HOWEVER, that Consultant shall not permit any other person or
entity to assume these obligations hereunder without the prior written approval
of the Company which approval shall not be unreasonably withheld and notice of
the Company's position shall be given within ten (10) days after approval has
been requested.
10. Consultant hereby warrants and represents that neither Consultant nor
any of his employees or affiliates are registered with or are brokers of any
NASD member firm.
11. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which shall constitute but one
agreement.
2
<PAGE>
12. In any action at law or in equity to enforce or interpret any of the
provisions of this Agreement, the nonprevailing party or parties to the
litigation, as determined by the court in a final judgment, shall pay to the
prevailing party or parties all costs, expenses and reasonable attorneys' fees
(including, without limitation, costs, expenses and attorneys' fees on any
appeal of such judgment), and if the prevailing party or parties recover a
judgment, the costs, expenses and attorneys' fees may be included as part of
that judgment. It is the agreement of the parties hereto that the amount of
such judgment shall not exceed the value of the compensation given pursuant to
this Agreement, based upon the value of the stock upon the date of this
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed or caused these
present to be executed as of the day and year first above written at Atlanta,
Georgia.
("Consultant")
PETER KUHN
/s/ Peter Kuhn
---------------------------
Peter Kuhn
("Company")
GLOBAL TELEMEDIA INTERNATIONAL, INC.
By:/s/ Roderick A. McClain
---------------------------
Name: Roderick A. McClain
Title: President and CEO
3
<PAGE>
EXHIBIT 4.3
<PAGE>
GLOBAL TELEMEDIA INTERNATIONAL, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of June 6, 1997, by and between Global TeleMedia
International, Inc., a Florida corporation (the "Company"), and Michael Fielding
("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 to be rendered by Optionee as
a consultant to the Company, pursuant to the terms of a Consulting Agreement
("Consulting Agreement") between the Company and Optionee, 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
consulting services to be performed for the benefit of the Company, the option
("Option") to purchase up to 960,000 shares ("Option Shares") of Common Stock of
the Company, at the exercise price of $0.4167 per share.
2. TERM. This Option shall expire on January 1, 1998.
3. SHARES SUBJECT TO EXERCISE. All 960,000 Options shall 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. 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.
<PAGE>
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 her 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 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,
2
<PAGE>
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) 667-1392, 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 an appropriate adjustment to the
price of each Share or other unit of security covered by this Option.
3
<PAGE>
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")
/s/ Michael Fielding
- ---------------------------- ------------------------------
Michael Fielding
Address:
546 Sir Walter Raleigh House
The Esplanade
St. Helier, Jersey
Channel Islands JEF8XY
5
<PAGE>
EXHIBIT 5.1
<PAGE>
June 11, 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 1,210,000 shares (the "Shares") of the Company's common stock, par value
$0.004 per share (the "Common Stock). The 1,210,000 Shares constitute: (i)
250,000 shares of Common Stock which have been issued to certain consultants of
the Company as compensation for consulting services previously rendered to the
Company, and (ii) up to 960,000 shares of Common stock which may be issued by
the Company upon the exercise of certain options granted to certain consultants.
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.
June 11, 1997
Page 2
Based upon the foregoing and subject to the qualifications stated
herein, it is our opinion that the Shares, including the securities to be issued
upon the exercise of any stock options ("Options") duly granted pursuant to the
terms of the related agreements, when issued, paid for and delivered upon the
exercise of such Options, in accordance with the terms of the related
agreements, 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.
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>
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
June 11, 1997, of Global TeleMedia International, Inc. of our report dated April
8, 1997 included, in the 1996 Annual Report of Global TeleMedia International,
Inc., on Form 10-KSB.
Tauber & Balser, P.C.
Atlanta, Georgia
June 11, 1997
