Registration No. 333-________
As filed with the Securities and Exchange Commission on February 19, 1998
-------------------------------------------------------------------------------
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)
Delaware 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 EMPLOYEES AND CONSULTANTS
----------------------------
(Full title of plan)
Roderick A. McClain
Chief Executive Officer
Global TeleMedia International, Inc.
1121 Alderman DriveSuite 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)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================
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)
===================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, par value $0.004
per share 4,300,215 $0.12 $516,025.80 $152.24
===================================================================================================================
</TABLE>
- ----------------------------------
(1) Estimated solely for the purpose of calculating the registration fee based
upon the exercise price of the options granted with respect to the shares
of Common Stock registered in connection with 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.
<PAGE>
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 of 1933, as amended (the "Securities Act").
At the time a particular offer of shares is made, to the extent required by
applicable law, an amendment to this Registration Statement 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.
<PAGE>
SELLING STOCKHOLDERS
This Registration Statement relates to up to 4,300,215 shares of Common
Stock which have been or may be acquired by the Selling Stockholders from time
to time through the exercise of certain options to purchase up to 4,300,215
shares of Common Stock granted as compensation. 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 Registration Statement, 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 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>
Jeffrey Good 143,750 143,750 0 ** 0
Paul Graham 41,667 41,667 0 ** 0
Tim Timmons 83,333 83,333 0 ** 0
Kenneth Cornell 200,000 200,000 0 ** 0
Scott Matchan 298,199 298,199 0 ** 0
Donald Buzzelli 68,097 68,097 0 ** 0
C. Ray Tanner 49,687 49,687 0 ** 0
Michael Patey 75,677 75,677 25,194 ** 0
Bette Hicks 66,667 66,667 0 ** 0
James Connell 500,000 500,000 0 2.01% 0
Howard Jenkins 1,750,000 1,750,000 0 6.69% 0
Michael Casida 1,048,333 1,048,332 0 4.12% 0
</TABLE>
As of February 17, 1998, there were issued and outstanding 24,398,267
shares of Common Stock.
# Pursuant to the rules of the Securities and Exchange Commission (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%.
<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, 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 periods ended
March 31, 1997, June 30, 1997 and September 30, 1997.
(c) Report on Form 8-K, dated February 17, 1998
(d) 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.
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
<PAGE>
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 certificate 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.
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.
<PAGE>
ITEM 8: Exhibits
4.1 Form of Stock Option Agreement between the Registrant and Optionee
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.
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
<PAGE>
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
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 February 17, 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>
Signature Capacity in Which Signed Date
--------- ------------------------ ----
<S> <C> <C>
/s/ Roderick A. McClain Chief Executive Officer and
- ----------------------------------- Director (Principal Executive Officer) February 17, 1998
Roderick A. McClain
/s/ Herbert S. Perman Director February 17, 1998
- -----------------------------------
Herbert S. Perman
/s/ Geoffrey F. McClain Director February 17, 1998
- -----------------------------------
Geoffrey F. McClain
/s/ Terry A. Huetter Chief Financial Officer
- ----------------------------------- (Principal Financial Officer
Terry A. Huetter and Principal Accounting Officer) February 17, 1998
</TABLE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Roderick A. McClain and Terry Huetter, 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) February 17, 1998
Roderick A. McClain
/s/ Herbert S. Perman Director February 17, 1998
- -----------------------------------
Herbert S. Perman
/s/ Geoffrey F. McClain Director February 17, 1998
- -----------------------------------
Geoffrey F. McClain
/s/ Terry A. Huetter Chief Financial Officer
- ----------------------------------- (Principal Financial Officer
Terry A. Huetter and Principal Accounting Officer) February 17, 1998
</TABLE>
<PAGE>
EXHIBIT INDEX
Document Description of Document
- -------- -----------------------
4.1 Form of Stock Option Agreement between the Registrant
and Optionee
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.
GLOBAL TELEMEDIA INTERNATIONAL, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of _________, 1998, by and between Global
TeleMedia International, Inc., a Delaware corporation (the "Company"), and
_________________ ("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 rendered by Optionee as an
employee or consultant to the Company, of a non-qualified stock option to
purchase the number of shares of Common Stock of the Company specified in
Paragraph 1 hereof, at the price specified therein, such option to be for the
term and upon the terms and conditions hereinafter stated.
A G R E E M E N T
NOW, THEREFORE, in consideration of the premises and of the undertakings of
the parties hereto contained herein, it is hereby agreed:
1. Number of Shares; Option Price. Pursuant to said action of the Board of
Directors, the Company hereby grants to Optionee, in consideration of employment
or consulting services performed for the benefit of the Company, the option
("Option") to purchase up to ___________ shares ("Option Shares") of Common
Stock of the Company, at the exercise price of $0.12 per share.
2. Term. This Option shall expire on December 31, 1998.
3. Shares Subject to Exercise. All __________ 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, or against amounts owing
by the Company to Optionee, as the case may be, 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 an employee or
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 employee, 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
<PAGE>
statement, also furnish to the Company a written statement to the same effect,
satisfactory to the Company in form and substance.
11. Registration. On or before thirty days after the date of this
Agreement, the Company shall, at the Company's expense, use its best efforts to
file with the Securities and Exchange Commission ("SEC"), a registration
statement ("Registration Statement") on Form S-8 or other comparable form, in
such form as to comply with applicable federal and state laws for the purpose of
registering or qualifying the Option Shares for resale by Optionee, and prepare
and file with the appropriate state securities regulatory authorities the
documents reasonably necessary to register or qualify such securities, subject
to the ability of the Company to register or qualify such securities under
applicable state laws.
12. Notices. All notices to the Company shall be addressed to the Company
at the principal office of the Company at 1121 Alderman Drive, Suite 200,
Alpharetta, Georgia 30202, Telecopier No. (770) 667-1392, 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. 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.
14. 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
<PAGE>
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.
15. 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.
16. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.
17. 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.
<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:
Roderick A. McClain
Chief Executive Officer
Social Security Number
or Employer Identification
Number: ("Optionee")
___________________________________
Address:
___________________________________
___________________________________
___________________________________
Global TeleMedia International, Inc.
February 17, 1998
Page 1
February 17, 1998
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
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 4,300,215 shares (the "Shares") of the Company's common stock, par value
$0.004 per share (the "Common Stock), which may be issued by the Company upon
the exercise of certain 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 us. We have made no independent
factual investigation with regard to any such matters.
<PAGE>
Global TeleMedia International, Inc.
February 17, 1998
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 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.
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 February 18, 1998, 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
February 18, 1998
