SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
iDial Networks, Inc.
formerly
Desert Springs Acquisition Corp.
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(Exact name of registrant specified in its charter)
Nevada 75-2863583
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State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
16990 Dallas Parkway, Ste. 106, Dallas, TX 75248
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(Address of Principal Executive Officers)(Zip Code)
Employee and Consultancy Fee/Standard Stock Issue
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(Full title of the plan)
M. T. Wood, 1699 Dallas Parkway, Ste. 106, Dallas, TX 75248
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(Name and address of agent for service)
972-818-1058
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(Telephone number, including area code, of agent for service)
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MARK WOOD, President
16990 Dallas Parkway, Suite 106
Dallas, TX 75248
Tel: 972-818-1058
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communication on Behalf of the Person Filing Statement)
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WITH A COPY TO:
WILLIAM STOCKER
The Law Offices of William Stocker
34700 Pacific Coast Highway, Suite 303
Capistrano Beach, CA 92624
Tel:(949)248-9561
Fax: (949) 248-1688
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CALCULATION OF REGISTRATION FEE (1)
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
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Common 1,460,000 SHS. $0.50 $730,000.00 $192.72
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(1) . The securities of the Issuer are presently trading or listed on the
non-NASDAQ Bulletin Board of the NASD or elsewhere. The price is determined
accordingly by reference to the last trading date, August 28, 2000, Average
close, discounted by 33%.
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Item 1. Plan Information
a) General Plan Information
This registration statement is filed for the purpose of registering shares of
common stock that are being issued to certain officers, directors, employees,
and consultants of the issuer. There are no written agreements with any of these
parties with respect to this proposed issuance, except with respect to the
attached "Attorney Disclosure and Special Relationship Agreements". The
securities are being issued in payment of certain deferred compensation and/or
for services rendered for the period of January through September 2000.
b) Securities Being Offered
The securities being offered are 1,460,000 shares of Common Stock.
c) Participants in the Plan
The following individuals will be issued stock as shown:
Mark Wood (officer/director) 400,000 Shares
Klaus Scholz (officer/director) 20,000 Shares
Supree Wanapun (director) 10,000 Shares
Carl Battie (director) 400,000 Shares
Karl E. Rodriguez (attorney) 60,000 Shares
Ron Ardt, JD (consultant) 70,000 Shares
Charlie MaCari (consultant) 418,367 Shares
Stan Marjorum (consultant) 52,629 Shares
Lazo Sopov (consultant) 6,666 Shares
Sheba Berkovits (consultant) 6,666 Shares
Gary Hanson (consultant) 3,332 Shares
Frank Katana (consultant) 2,580 Shares
Maribeth Callahan (consultant) 1,904 Shares
Joe Spence (consultant) 1,352 Shares
Tom Schutte (consultant) 1,352 Shares
Tim Callahan (consultant) 952 Shares
Mary Callahan (consultant) 952 Shares
Jeannette Callahan (consultant) 952 Shares
Valeria Servalle (consultant) 666 Shares
Mark Berman (consultant) 666 Shares
Ivana Servalle (consultant) 466 Shares
Richard Borrow (consultant) 332 Shares
David Schild (consultant) 166 Shares
d) Purchase of Securities Pursuant to the Plan and Payment for Securities
Offered
The common stock is being issued at a value of $0.50 per share, which is
approximately two-thirds of the average closing price for the 5 days preceding
this filing.
Item 3. Incorporation of Certain Documents by Reference.
The following documents are incorporated by reference in the registration
statement:
(a) The registrant's latest annual report on Form 10-K, or, if the
financial statements therein are more current, the registrant's latest
prospectus, other than the prospectus of which this document is a part,
filed pursuant to rule 424 (b) or (c) of the Securities Exchange Commission
under the Securities Act of 1933.
(b) All other reports filed by the registrant pursuant to sections 13(a) or
15(d) of the Securities Exchange Act of 1934 since the end of the fiscal
year covered by the annual report or the prospectus referred to in (a)
above.
(d) All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to
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the filing of a post-effective amendment to the registration statement which
indicates that all of the shares of common stock offered have been sold or
which deregisters all of such shares then remaining unsold, shall be deemed
to be incorporated by reference in the registration statement and to be a
part hereof 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 or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
registration statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers
Each person who was or is made a party or is threatened to be made party to
or is involved in or called as a witness in any Proceeding because he or she is
an Indemnified Person, shall be indemnified and held harmless by the corporation
to the fullest extent permitted under the Nevada State Law ("NSL"), as the same
now exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the corporation to
provide broader indemnification rights than NSL permitted the corporation to
provide prior to such amendment). Such indemnification shall cover all expenses
incurred by an indemnified Person (including, but not limited to, attorneys'
fees and other expenses of litigation) and all liabilities and losses
(including, but not limited to, judgments, fines, ERISA or other excise taxes
or penalties and amounts paid or to be paid in settlement) incurred by such
person in connection therewith.
Notwithstanding the foregoing, except with respect to indemnification
specified in Section 3 of the Article, the corporation shall indemnify an
Indemnified Person in connection with a Proceeding (or part thereof) initiated
by such person only if such Proceeding (or part thereof) was authorized by the
board of directors of the corporation.
For purposes of this Article:
(i) a "Proceeding" is any threatened, pending or completed
action, suit or proceeding, whether civil, criminal,
administrative or investigative, and any appeal therefrom
and whether formal or informal;
(ii)an "Indemnified Person" is a person who is, was, or had
agreed to become a director or an officer or a
Delegate, as defined herein, of the corporation or the
legal representative of any of the foregoing; and
(iii) a "Delegate" is a person serving at the request of the
corporation or a subsidiary of the corporation a director,
trustee, fiduciary, or officer of such subsidiary or of
another corporation, partnership, joint venture, trust or
other enterprise.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
Provided as an exhibit hereto is an Opinion of Counsel respecting the legality
of the issuance of the securities covered by this Registration Statement.
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Counsel also treats the following facts: the Attorney Disclosure and Special
Relationship Agreement is not a qualified plan of any kind or sort. Receipt of
the Securities covered by this Registration Statement will be treated as the
equivalent of cash received for services as ordinary income. The Securities are
issued in compensation for services at the rate of $0.50 per share per $0.50 of
services performed.
Item 9. Undertakings
(a)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 of 1933.(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 paragraph
(a)(1)(i) and (a)(1)(ii) shall not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment 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
bonafide offering thereof.
(3) To remove 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 of 1933, each filling of
the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(e) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934 and, where interim financial information required to
be presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such
interim financial information.
(h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provision described in Item 6, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
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event that a claim for indemnification against such liabilities (other that
the payment by the registrant of expenses incurred or paid by the director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceedings) is asserted by such director, officer
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 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 or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized , in Dallas, State of Texas, August 30, 2000.
By /s/M. T. Wood
M. T. Wood
Chief Executive Officer
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EXHIBIT 1
ATTORNEY DISCLOSURE AND SPECIAL RELATIONSHIP AGREEMENT
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ATTORNEY DISCLOSURE AND
SPECIAL RELATIONSHIP AGREEMENT
KARL E. RODRIGUEZ
ATTORNEY AT LAW
THIS AGREEMENT is made by and between Intrepid International, Ltd., a Nevada
Corporation, (hereafter Intrepid ), and Desert Springs Acquisitions Corp a
Colorado Corporation, (hereafter Intrepid-Client ), and Karl E. Rodriguez, Exim
International, Inc.'s General Counsel, and dated April 22, 1998 . In
consideration of the mutual promises contained herein, and on the terms and
conditions herein set forth, the parties agree as follows:
A. SUMMARY.
Desert Springs Acquisitions Corp has employed Intrepid International, Ltd.
to perform certain financial services to Client, some of which services are to
be provided for Client, and in the Client's name, by attorneys with established
and continuing relationship to Intrepid. The purpose of this agreement is to
provide full written disclosure, and to define special character of both the
ostensible and actual relationships between the parties.
Karl E. Rodriguez is actually General Counsel of Exim International, Inc.
Karl E. Rodriguez will be authorized by this agreement to act as ostensible
Special Securities Counsel for Desert Springs Acquisitions Corp.
A. RECITALS
1. INTREPID RETAINER AGREEMENT. Intrepid International, Ltd. is or
will be hereby retained as financial services consultants for the
Intrepid-Client, pursuant to that certain Financial Services Consulting
Agreement of even date herewith. Among the services contemplated to be provided
by that Agreement are the services of Karl E. Rodriguez, attorney at law, as
Special Securities Counsel for the Intrepid-Client.
2. EXIM INTERNATIONAL, INC., is a financial consulting firm, not a broker,
dealer or registered investment advisor, a principal consultant to Intrepid
International, Ltd.
3. EXIM GENERAL COUNSEL. Karl E. Rodriguez, attorney at law, is General
Counsel to Intrepid's Consultant, Exim International, Inc., first and foremost
and always, and this paramount status and relationship has been and is hereby
fully disclosed, in connection with the Intrepid-Client's consideration of the
potential services of Karl E. Rodriguez as Special Counsel with Limited
Authority, in connection with, and only in connection with the services
requested and agreed to between Intrepid and the Intrepid-Client.
4. DEFINITION OF SPECIAL COUNSEL WITH LIMITED AUTHORITY . As used in this
Attorney Disclosure Agreement, this expression shall have the following meaning,
consistently and without exception: Exim General Counsel Karl E. Rodriguez is
authorized, where appropriate to employ the designation Special Counsel or
Special Securities Counsel for the Intrepid-Client, in connection with, and
only in connection with services to and for the Intrepid-Client requested by the
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Intrepid-Client to be performed by Intrepid pursuant to the Financial Services
Consulting Agreement of even date herewith. Exim General Counsel, Karl E.
Rodriguez as between such Counsel and the Intrepid-Client, is not
Intrepid-Client's Counsel, nor counsel to the Intrepid-Client generally, or in
any other manner than specified in this definition. Special Counsel will not
take action which is not authorized by the Intrepid-Client nor represent to any
person any general authority to speak for or bind the Intrepid-Client in any
manner.
5. INTREPID-CLIENT'S RIGHT TO DECLINE THE RELATIONSHIP. The
Intrepid-Client has been informed, and is informed hereby, that the
Intrepid-Client is not required to join in the special relationship disclosed
and defined herein. Intrepid-Client may employ or require its own counsel or
independent counsel for any and all purposes at its expense and in addition to
its obligations to Intrepid. The Intrepid-Client is advised to retain its own
counsel, as it may deem appropriate, to review and advise the Intrepid-Client as
to any matter arising from its relationship to Intrepid or Exim's Counsel.
6. MANAGEMENT'S PREFERENCE. It is the desire of sophisticated management
that the unnecessary expense of cumulative counsel with respect to purely
technical matters is not warranted, necessary or appropriate, with respect to
the limited authority and scope of the Special Counsel relationship, as defined,
and that no conflict of interest exists or is likely to arise from the strict
and precise observance of that relationship as defined. Accordingly management
understands, accepts and affirmatively requests such an arrangement.
A. SPECIAL COUNSEL AGREEMENT
1. SPECIAL COUNSEL. The Intrepid-Client and Intrepid Counsel hereby agree
and adopt that special technical relationship of Special Counsel with Limited
Authority as defined hereinabove, for the sole and separate purpose of allowing
Intrepid Counsel to perform services appropriate to the services of Intrepid
requested by the Intrepid-Client.
2. BILLINGS. Special Counsel (Intrepid's Counsel) shall invoice and bill
applicable time and services to Intrepid, separately with respect to matters
applicable to this Intrepid-Client. Time shall be billable at $250.00/hr, and
such incidental secretarial services shall be billable at $85.00/hr, as may be
reasonably and necessarily performed by its secretary. Additional services may
be performed by subcontractor attorneys, subject to arrangements approved by the
Intrepid-Client in advance. Intrepid shall be responsible, as between Intrepid
and its counsel, for the compensation and discharge of its Counsel's billings.
Intrepid shall include Counsel's segregated billings along with its own, and, as
between Intrepid and the Intrepid-Client, the Intrepid-Client shall be
responsible to Intrepid for the total of its own and Counsel's billings.
3. TERMINATION. The terms of this agreement may be terminate by either
Intrepid-Client or Special Counsel at any time upon written or other reasonable
notice to the other.
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4. MISCELLANEOUS This agreement sets forth the entire agreement and
understanding between the parties and supersedes all prior discussions,
agreements and understandings, if any, of any and every kind and nature, between
them. This agreement is made and shall be construed and interpreted according to
the laws of the Intrepid-Client's place of Incorporation if that be Nevada or
Texas, and if not, pursuant to the laws of the State of Nevada.
ACCORDINGLY the parties cause this agreement to be signed by their duly
authorized representative, as of the date written below.
Intrepid International, Ltd.
by
/s/Kirt W James /s/Karl E. Rodriguez
Kirt W. James, President Karl E. Rodriguez
attorney at law
THE ABOVE IS UNDERSTOOD AND AGREED TO and I state under the penalties of perjury
that I am authorized to execute this letter agreement:
Desert Springs Acquisitions Corp
Date:
By:
/s/James Bartel
James Bartel, President
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EXHIBIT 2
OPINION OF COUNSEL
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LAW OFFICES OF
William Stocker
phone (949) 248-9561 34700 Pacific Coast Highway, Suite 303 fax (949)
248-1688
Capistrano Beach CA 92624
August 30, 2000
To the President and the
Board of Directors
IDial Networks, Inc.
16990 Dallas Parkway, Ste. 106
Dallas, TX 75248
re: Opinion of Special Counsel
Dear Gentlemen:
You have requested my Opinion in connection with the filing of a 1933 Act
Registration on Form S-8 to compensate consultants in the amount of $730,000 in
the form of 1,460,000 shares of common stock to be registered thereby.
I am familiar with the history and current capitalization of the Issuer,
its reporting status, and good standing with its place of incorporation. The
Issuer's Common Stock is Registered pursuant to 12(g) of the Securities
Exchange Act of 1934.
It is my opinion that the securities proposed to be issued may be validly
and properly issued and that such an issuance would be lawful in all respects.
Neither the Attorney Disclosure and Special Relationship Agreement nor any other
agreements in connection with the provision of services are qualified plans
of any kind or sort and are not qualified for any special tax treatment under
State or Federal Law. If and when issued, the securities would be and must be
treated as the equivalent of cash paid and received back as the purchase of
securities. The Securities would be issued in compensation for services at the
rate of $0.50 per share for $0.50 of services performed. These services were
earned and the legal and consulting services were duly rendered pursuant to the
respective agreements, and none of the services billed or performed by legal
counsel or consultants were direct or indirect commissions or compensation for
raising funds for the Issuer.
It is accordingly my opinion that the issuance requested is entitled to
registration on Form S-8.
I understand and consent to the use of this Opinion in connection with your
proposed filing of a 1933 Registration Statement on Form S-8.
Very Truly Yours,
/s/William Stocker
William Stocker
special securities counsel
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