As filed with the Securities and Exchange Commission on November 27, 1996
Registration No. 333-15057
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8/A
AMENDMENT NO. 1
TO
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EXECUTIVE TELECARD, LTD.
(Exact name of registrant as specified in its charter)
Delaware 13-3486241
(State of incorporation) (I.R.S. Employer ID No.)
One Blue Hill Plaza, Suite 1650
P.O. Box 1769, Pearl River, New York 10965
(Address of Principal Executive Offices) (Zip Code)
DIRECTORS AND EMPLOYEES 1993 STOCK OPTION PLAN
1995 EMPLOYEE STOCK OPTION AND APPRECIATION RIGHTS PLAN
1995 DIRECTORS STOCK OPTION AND APPRECIATION RIGHTS PLAN
(Full title of the plans)
Robert N. Schuck
Executive Telecard, Ltd.
One Blue Hill Plaza, Suite 1650, P.O. Box 1769
Pearl River, New York 10965
(Name and address of agent for service)
(914) 627-2060
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed maximum Proposed maximum Amount of
securities to to be offering aggregate registration
be registered registered price per share offering price fee
Common Stock
$0.001 Par Value
Per Share 1,340,594 $9.0156(1) $12,086,259.26 $3,662.50
Common Stock
$0.001 Par Value
Per Share 829,406 Various(2) $4,670,210.44 $1,415.22
Total 2,170,000 $16,756,469.70 $5,077.72
(1) Computed on the basis of the last price reported to the National
Association of Securities Dealers Automated Quotation System on
October 28, 1996, solely for purposes of calculating the filing fee,
pursuant to Rule 457(h) of the Securities Act of 1933, as amended.
(2) Computed on the basis of the actual exercise price per share for
options previously granted, solely for purposes of calculating the
filing fee, pursuant to Rule 457(h) of the Securities Act of 1933,
as amended.
The undersigned Registrant hereby amends the following items,
financial statements, exhibits or other portions of its Registration
Statement on Form S-8 (No. 333-15057) as set forth below:
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 1. Incorporation of Documents by Reference.
The following documents filed with the Commission are incorporated by
reference in this Registration Statement:
(1) The Registrant's Form 10-K filed for the year ended March 31,
1996, as amended on Form 10-K/A filed on September 13, 1996.
(2) The Registrant's Form 10-Q for the quarter ended June 30, 1996
and Form 10-Q for the quarter ended September 30, 1996.
(3) All other documents filed by Registrant under Sections 13(a),
and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") since the end of the fiscal year covered by the report
referred to in (1) above;
(4) The section entitled "Description of Securities to be
Registered" contained in the Registrant's registration statement
on Form 8-A, File No. 1-10210, filed on March 30, 1989 and as
amended on Form 8 on April 14, 1989 pursuant to Section 12(g) of
the Exchange Act.
All documents subsequently filed with the Commission by the
Registrant pursuant to Sections 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 deregisters all
securities 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 any 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 subsequently filed document which
also is, or is deemed to be, incorporated by reference herein modifies or
supersedes such statement. Except as so modified or superseded, such
statement shall not be deemed to constitute a part of this Registration
Statement.
SIGNATURES
Pursuant to 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 amendment to the
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Denver, State of Colorado, on
November 26, 1996.
EXECUTIVE TELECARD, LTD.
By: /s/Allen Mandel
Allen Mandel
Executive Vice President
