To Become Effective Upon Filing Pursuant to Rule 462 As filed with the
Securities and Exchange Commission August 31, 2000.
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 Issuer as Specified in its Charter]
Commission File Number:
---------------
Delaware 64-0708107
[State of Incorporation] [IRS Employer Ident No.]
4694 MacArthur Court, Suite 710
Newport Beach, California 92660
[Address of Principal Executive Offices] [Zip Code]
Consulting Agreement between CARTER A. BEAVERS and GLOBAL TELEMEDIA
INTERNATIONAL, INC. [Full Name of Plan]
JONATHON BENTLEY STEVENS
4675 MACARTHUR COURT, SUITE 710
NEWPORT BEACH, CALIFORNIA 92660
[Name and Address of Agent for Service]
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed
Title of Offering Aggregate Maximum
Securities to Amount to be Price per Offering Amount of
be Registered Registered Share (1) Price (1) Registration Fee
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Common Stock 500,000 shs. $ .48 $240,000 $82.75
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Total $82.75
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(1) Estimated solely for the purposes of calculating the Registration fee.
Approximate date of commencement of proposed sale to the public: as soon as
possible after the Registration Statement is effective.
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PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information
Registrant (sometimes referred to herein as the "Company") has entered into
business services consulting agreement with an independent consultant. The
agreement is between the company and CARTER A. BEAVERS (the Beavers Agreement)
of Los Angeles, California dated March 15, 1999. The Company is registering
here 500,000 shares of it's common stock issued to Mr. Carter A. Beavers as more
fully described here and below.
The Beavers Agreement
Pursuant to the Beavers Agreement, Mr. Beavers has been engaged as a consultant
in assisting the company in developing targets for mergers and acquisitions,
management consulting, introductions and establishing business contacts. Mr.
Beavers has assisted the Company in developing meaningful relationships with
broker dealers and investment bankers, on an independent contractor basis for
the Company. Mr. Beavers' services have resulted in contractual relationships
which may lead to profitable business performance. Mr. Beavers will also
provide such other related services as may be reasonably requested by management
in connection with development and implementation of agreements on services that
are provided to the Company.
The Beavers' agreement and services is for the three years March 15, 1999
through March 17, 2002. Mr. Beavers has agreed to devote up to 30% of his time
to the Company's management relations and development of new business
opportunities and service providers.
As compensation for the services to be provided, Beavers has agreed that in
lieu of cash payment the Company shall issue him the following securities:
1. 500,000 shares of the Company's common stock, which shares are
being registered hereunder.
Item 2. Registrant Information and Employees Plan Annual Information
Registrant shall provide the Consultant, without charge, upon their written
or oral requests, the documents incorporated herein by reference in Item 3 of
part II of this Registration Statement. Registrant shall also provide to
consultants without charge upon their oral or written request, with all other
documents required to be delivered to Consultants pursuant to Rule 428(b). All
such requests shall be directed to Registrant at it's principal offices at 4675
MacArthur court, Suite 710 Newport Beach, California 92660 (949) 253-9588.
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Part II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant under the Securities Act of
1933, as amended, with the Securities and Exchange Commission are incorporated
by reference in this registration statement:
(a) Registrant's Annual Report on form 10-KSB for the period ending
December 31, 1999.
(b) Quarterly Reports on Form 10-QSB for the fiscal quarters ended
March 31, 2000 and June 30, 2000.
(c) All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, shall be deemed
to be incorporated herein by reference and to be part thereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement shall not be deemed, except as
so modified or superseded to constitute a part of this registration statement.
Item 4. Description of Securities.
The authorized capital stock of the Company consists of 75,000,000 shares
of Common Stock, $0.004 par value. The holders of Common Stock (i) have equal
and ratable rights to dividends from funds legally available therefore, when as
and if declared by the Board of Directors of the Company; (ii) are entitled to
share ratably in all of the assets of the Company available for distribution to
holders of common stock upon liquidation, dissolution, or winding up of the
affairs of the Company; (iii) do not have pre-emptive, subscription or
conversion rights (there are no redemption or sinking fund provisions applicable
thereto); and (iv) are entitled to one non-cumulative vote per share on all
matters which shareholders may vote at all meetings of shareholders. All shares
of Common Stock outstanding are fully paid for and non-assessable and all shares
that are part of this Offering, when issued, will be fully paid for and
non-assessable.
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Since its inception, the Company has not paid any cash dividend on it's
Common Stock and anticipates that it will not pay cash dividends in the
foreseeable future.
All shares of common stock now outstanding are fully paid for and
non-assessable and all share of common stock which are the subject of this
Registration Statement, when issued, will also be fully paid for and
non-assessable.
Item 5. Interest of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Officers and Directors.
There is no charter provision, by-law, contract or other arrangement under
which any controlling person, director or officer of Registrant is insured or
indemnified in any manner against liability which he may incur in his capacity
as such. However, pursuant to Delaware Corporation Law Section 145, registrant
may indemnify its directors, officers, employees against liabilities which they
incur in their capacity as such.
Section 145 of the Delaware General Corporation Law contains various
provisions entitling directors, officers, employees or agents of the Company to
indemnification from judgments, fines, amounts paid in settlement and reasonable
expenses, including attorneys' fees, as the result of an action or proceeding
(whether civil, criminal, administrative or investigative) in which they may be
involved by reason of being or having been a director, officers, employee or
agent of the Company provided said persons acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the Company
(and, with respect to any criminal action or proceedings, had no reasonable
cause to believe that the conduct complained of was unlawful).
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following exhibits are filed as a part of this Registration Statement
pursuant to Item 601 of Regulation S-K and are specifically incorporated herein
by reference.
Exhibit No. Title
1) Consulting Agreement with Carter A. Beavers.
No opinion of counsel is required as these are not
original issuance of securities (601 of Reg. S-K).
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Item 9. Undertakings.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made post-effective amendment to this registration statement to:
(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,
represents a fundamental change in the information set forth in the Registration
Statement; and
(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 Paragraph a(1)(i) and a(1)(ii) do not apply if
the Registration Statement is on Form S-8, and the information required to be
included in a post-effective amendment is incorporated by reference from
periodic reports filed by a small business issuer under the Exchange.
(2) That, for the purpose of determining any liability under the
securities Act, each post-effective amendment to 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. 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
Securities Exchange Act (and where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
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.
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C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of registrant pursuant to the foregoing provisions, or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange 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 registrant of expenses
incurred or paid by the director, officer or controlling person of registrant in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, 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 is against public policy
as expressed in the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
The Registrant 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 Newport Beach, California, on the 31st Day of
August, 2000.
Global Telemedia International, Inc.
(Registrant)
By: /s/ Jonathon Bentley Stevens By: /s/ David Tang
---------------------------------- -------------------------------
Jonathon Bentley Stevens David Tang
President and Chief Chief Financial Officer
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 date indicated.
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Dated: By:
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Jonathon Bentley Stevens
Chief Executive Officer
and President, Director
Dated: By:
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Regina Peralta
Executive Vice President
Director
Dated: By:
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John Walsh
Chief Operating Officer
Director
Dated: By:
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Director
Dated: By:
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Director
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