Registration No. 333-___________
As filed with the Securities and Exchange Commission on June 4, 1998
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington D. C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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GLOBAL TELEMEDIA INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
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Delaware 64-0708107
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(State or other (I.R.S. Employer
jurisdiction of Identification Number)
incorporation or
organization)
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55 Marietta Street
Suite 1760
Atlanta, Georgia 30303
(404) 233-3277
(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.
55 Marietta Street
Suite 1760
Atlanta, Georgia 30303
(404) 233-3277
(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
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(Registration Statement cover page continued)
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 Share(1) Maximum Registration
Aggregate Fee(2)
Offering
Price(1)
=====================================================================================================================
Common Stock, par value $0.004
per share(3) 1,850,000 $ 0.10 $185,000
- ---------------------------------- ------------------- ---------------------------- --------------- -----------------
Common Stock, par value $0.004
per share 282,075 $ 0.46 $129,755
- ---------------------------------- ------------------- ---------------------------- --------------- -----------------
Common Stock, par value $0.004
per share 150,000 $ 0.234 $ 35,100
- ---------------------------------- ------------------- ---------------------------- --------------- -----------------
Common Stock, par value $0.004
per share 130,000 $ 0.50 $ 65,000
- ---------------------------------- ------------------- ---------------------------- --------------- -----------------
Common Stock, par value $0.004
per share 392,307 $ 0.40 $157,528
- ---------------------------------- ------------------- ---------------------------- --------------- -----------------
Common Stock, par value $0.004
per share 211,192 $0.4675 $ 98,732
- ---------------------------------- ------------------- ---------------------------- --------------- -----------------
Common Stock, par value $0.004
per share 50,000 $ 0.43 $ 21,500
- ---------------------------------- ------------------- ---------------------------- --------------- -----------------
TOTAL 3,065,574 $692,615 $204.33
=====================================================================================================================
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(1) Estimated solely for the purpose of calculating the registration fee based:
(a) upon the exercise price of the options granted with respect to 2,673,267 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
392,307 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.
3,065,574 Shares
Common Stock
Offered by Selling Stockholders
This Reoffer Prospectus (the "Prospectus") relates to the reoffer and
resale of up to 3,065,574 shares (the "Shares") of common stock, par value
$0.004 (the "Common Stock") of Global TeleMedia International, Inc., a Delaware
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 3,065,574 Shares include: (i) up to 392,307 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 2,673,267 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 May 28, 1998, the closing
market price for the Common Stock as traded in the over-counter-market was
approximately $0.43 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 4, 1998
<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 Room of the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
regional offices of the Commission at 7 World Trade Center, Suite 1300, New
York, New York 10048; and at 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of the Registration Statement and the exhibits and
schedules thereto may be obtained from the Public Reference Room of the
Commission at its principal office in Washington, D.C. at prescribed rates. In
addition, such materials may be accessed electronically at the Commission's site
on the Worldwide Web, located at http://www.sec.gov.
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 Room of the Commission at Judiciary
Plaza, 450 Fifth Street, N.W., Washington D.C. 20549; and at the regional
offices of the Commission at 7 World Trade Center, Suite 1300, New York, New
York 10048; and at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661,
and copies of such materials can be obtained from the Public Reference Room of
the Commission at prescribed rates. In addition, such materials may be accessed
electronically at the Commission's site on the Worldwide Web, located at
http://www.sec.gov. 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, 1997.
(b) Quarterly Report on Form 10-QSB for the quarterly period ended March
31, 1998.
(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., 55 Marietta Street, Suite 1760, Atlanta, Georgia 30303, Attention:
Roderick A. McClain, Chief Executive Officer. Telephone requests may be directed
to the Company at (404) 233-3277.
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 three
(3) 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; (ii) the
purchase from and resale, to other carriers, of long distance time, especially
for international telephone communications; and (iii) the provision of satellite
access.
The Company's business plan for a nationwide telecommunications business
has been delayed due to problems associated with its switching platform and the
lack of sufficient capital to implement the business plan. The Company currently
has no revenues. The business plan is to concentrate the Company's marketing and
sales efforts on its carrier services and satellite services businesses.
Fulfillment of the Company's business plan requires the Company to obtain a
significant portion of the financing that it believes will be essential to carry
out its business plan. No assurance can be given that the Company will be able
to procure such financing at terms acceptable to the Company or at all or that
the Company will be able to carry out its business plan.
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, 1997, 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 55 Marietta
Street, Suite 1760, Atlanta, Georgia 30303, tel no. (404) 233-3277.
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."
3
<PAGE>
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 3,065,574 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 392,307 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 2,673,267 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.
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No. of Shares No. of Shares
Beneficially No. of Shares Beneficially
Owned Before to be Offered Owned After Percent #
of Beneficial Owner Offering# for Resale Offering* Before Offering After Offering
- ------------------- -------------- ------------- -------------- --------------- --------------
Frank B. McGowan1 200,000 200,000 0 ** 0
David McHenry2 192,307 192,307 0 ** 0
Melissa Hart3 83,100 30,000 53,100 ** 0
Geoffrey McClain4 1,030,820 750,000 280,820 3.40 **
Herbert S. Perman5 500,000 350,000 150,000 1.67 **
Terry A. Huetter6 150,000 150,000 0 0 0
Robert Kaufman7 200,000 200,000 0 ** 0
J.L. Kushner8 750,000 750,000 0 2.47 0
Louis M. Lambo9 11,192 11,192 0 ** 0
Carl T. McManis10 50,000 50,000 0 ** 0
Matthias & Berg LLP11 582,075 282,075 300,000 1.95 **
Allen Lewin12 50,000 50,000 0 ** 0
Ron Berkowitz13 25,000 25,000 0 ** 0
Don L. Thone14 25,000 25,000 0 ** 0
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(Footnotes on following page)
5
<PAGE>
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 May 28, 1998, there were issued and outstanding 29,586,673 shares of
Common Stock.
(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 3451 Holcomb Bridge Road, Norcross, Georgia
30029. The Company issued the 200,000 shares in connection with certain
consulting services provided to the Company.
2. The address for Mr. McHenry is 19199 Dunlop Mill Road, Leesburg, Virginia.
The Company issued the 192,307 shares in connection with certain consulting
services provided to the Company.
3. The address for Ms. Hart is 6048 Coventry Circle, Alpharetta, Georgia 30004.
The Company granted options to purchase up to 30,000 shares in connection with
certain consulting services provided to the Company.
4. The address for Mr. McClain is 55 Marietta Street, Suite 1760, Atlanta,
Georgia 30303. The Company granted options to purchase up to 750,000 shares in
connection with certain employment services provided to the Company.
5. The address for Mr. Perman is 55 Marietta Street, Suite 1760, Atlanta,
Georgia 30303. The Company granted options to purchase up to 350,000 shares in
connection with certain employment services provided to the Company.
6. The address for Mr. Huetter is 55 Marietta Street, Suite 1760, Atlanta,
Georgia 30303. The Company granted options to purchase up to 150,000 shares in
connection with certain consulting services provided to the Company.
7. The address for Mr. Kaufman is 400 Perimeter Center Terrace, Atlanta, Georgia
30346. The Company granted options to purchase up to 200,000 shares in
connection with certain consulting services provided to the Company.
8. The address for Mr. Kushner is 1180 NW 117th Avenue, Coral Springs, Florida
33071. The Company granted options to purchase up to 750,000 shares in
connection with certain consulting services provided to the Company.
9. The address for Mr. Lambo is 2080 Broadway, Crystal Lake, Illinois 60014. The
Company granted options to purchase up to 11,192 shares in connection with
certain consulting services provided to the Company.
10. The address for Mr. McManis is 643 North Loneoak Way, Flagstaff, Arizona
86004. The Company granted options to purchase up to 50,000 shares in connection
with certain consulting services provided to the Company.
6
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11. The address for Matthias & Berg LLP is 1990 South Bundy Drive, Suite 790,
Los Angeles, California 90025. The Company granted options to purchase up to
282,075 shares in connection with certain consulting services provided to the
Company.
12. The address for Mr. Lewin is 27 West 44th Street, New York, New York 10036.
The Company granted options to purchase up to 50,000 shares in connection with
certain consulting services provided to the Company.
13. The address for Mr. Berkowitz is 1835 La Cienega Boulevard, Suite 235, Los
Angeles, California 90035. The Company granted options to purchase up to 25,000
shares of Common Stock for services rendered as a director of the Company. Mr.
Berkowitz no longer serves as a director of the Company.
14. The address for Mr. Thone is 16000 Steubner Airline Drive, Suite 420,
Spring, Texas 77379. The Company granted options to purchase up to 25,000 shares
of Common Stock for services rendered as a director of the Company. Mr. Thone no
longer serves as a director of the Company.
7
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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 282,075 shares of Common Stock which are the
subject of this Registration Statement, and 300,000 shares of Common Stock,
which are not the subject of this Registration Statement. Matthias & Berg LLP
has issued the opinion filed as an exhibit to the Registration Statement.
EXPERTS
The audited financial statements of the Company as of December 31, 1997
and 1996 and the related statements of operations, stockholders' equity and cash
flows for the years ended December 31, 1997 and 1996, incorporated by reference
in this Prospectus from the Company's Report on Form 10-KSB for the year ended
December 31, 1997, 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.
8
<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
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Available Information ............................................ 2
The Company ...................................................... 3
Use of Proceeds .................................................. 3
Plan od Distribution ............................................. 4
Selling Stockholders ............................................. 5
Disclosure of Commission Position
of Indemnification for Securities
Act Liabilities ................................................. 8
Legal Matters .................................................... 8
Experts .......................................................... 8
GLOBAL TELEMEDIA
INTERNATIONAL, INC.
3,065,574 SHARES
of Common Stock
- ------------
PROSPECTUS
____________
June 4, 1998
<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
Delaware 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, 55 Marietta
Street, Suite 1760, Atlanta, Georgia 30303, tel. no. (404) 233-3277.
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, 1997.
(b) Quarterly Report on Form 10-QSB for the quarterly period ended March
31, 1998.
(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.
Matthias & Berg LLP currently owns options to purchase up to 282,075
shares of Common Stock which are the subject of this Registration Statement, and
300,000 shares of Common Stock, which are not the subject of this Registration
Statement. Matthias & Berg LLP 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 Certificate of Incorporation generally provide for the
maximum indemnification of a corporation's officers and directors as permitted
by law in the State of Delaware. Delaware 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.
ITEM 8: Exhibits
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.
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.
II-3
<PAGE>
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 Atlanta, Georgia, on June 4, 1998.
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>
<S> <C>
Signature Capacity in Which Signed Date
--------- ------------------------ ----
/s/ Roderick A. McClain Chief Executive Officer
Roderick A. McClain (Principal Executive Officer)
and Director June 4, 1998
/s/ Herbert S. Perman Chief Financial Officer (Principal
Herbert S. Perman Financial Officer and Principal
Accounting Officer) and Director June 4, 1998
/s/ Geoffrey F. McClain Director June 4, 1998
Geoffrey F. McClain
</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>
<S> <C>
Signature Capacity in Which Signed Date
--------- ------------------------ ----
/s/ Roderick A. McClain Chief Executive Officer
Roderick A. McClain (Principal Executive Officer)
and Director June 4, 1998
/s/ Herbert S. Perman Chief Financial Officer (Principal
Herbert S. Perman Financial Officer and Principal
Accounting Officer) and Director June 4, 1998
/s/ Geoffrey F. McClain Director June 4, 1998
Geoffrey F. McClain
</TABLE>
<PAGE>
EXHIBIT INDEX
-------------
Document Description of Document
- -------- -----------------------
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>
June 2, 1998
Global TeleMedia International, Inc.
55 Marietta Street
Suite 1760
Atlanta, Georgia 30303
Re: Registration Statement on Form S-8
Global TeleMedia International, Inc.
Gentlemen:
We are acting as counsel for Global TeleMedia International,
Inc., a Delaware 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 3,065,574 shares (the "Shares") of the Company's
common stock, par value $0.004 per share (the "Common Stock). The 3,065,574
Shares constitute: (i) 392,307 shares of Common Stock which have been issued to
certain employees and consultants of the Company as compensation for services
previously rendered to the Company, and (ii) up to 2,673,267 shares of Common
Stock which may be issued by the Company upon the exercise of certain options
granted to certain employees and consultants of the Company. 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
<PAGE>
Global Telemedia International, Inc.
June 2, 1998
Page
us. We have made no independent factual investigation with regard to any such
matters.
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
Delaware, 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 to the use of the name of our firm in the
Registration Statement in the caption entitled "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>
TAUBER & BALSER, P.C.
Certified Public Accountants
3340 Peachtree Road, N.E.
Suite 250
Atlanta, GA 30326
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation in the Registration Statement on Form S-8 dated
June 2, 1998 of Global TeleMedia International, Inc. of our report dated April
10, 1998 included, in the 1997 Annual Report of Global TeleMedia International,
Inc. on Form 10-KSB.
Tauber & Balser, P.C.
Atlanta, Georgia
June 2, 1998
