As filed with the Securities and Exchange Commission on September
8, 1998
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EXECUTIVE TELECARD, LTD.
(Exact name of registrant as specified in its charter)
Delaware 13-3486241
(State or other jurisdiction (I.R.S. employer of
incorporation or organization) identification no.)
Executive TeleCard, Ltd.
1720 South Bellaire Street
Denver, Colorado 80222
(Address of principal executive offices)
EXECUTIVE TELECARD, LTD.
1995 EMPLOYEE STOCK OPTION
AND APPRECIATION RIGHTS PLAN (Full title of the plan)
Christopher J. Vizas
Chairman and Chief Executive Officer
Executive TeleCard, Ltd.
1720 South Bellaire Street
Denver, Colorado
(303) 691-2115
(Name, address and telephone number, including area code, of
agent for service)
Copy to:
Steven M. Kaufman, Esq.
Hogan & Hartson L.L.P.
555 Thirteenth Street, N.W.
Washington, D.C. 20004
(202) 637-5600
<TABLE>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Proposed Proposed
Title of Amount to be maximum maximum Amount of
securities registered offering aggregate registration
to be price per offering fee (1)
registered share (1) price (1)
Common Stock,
par value $.01 750,000 $1.968 $1,476,000 $461
</TABLE>
(1) Estimated pursuant to Rule 457(c) and (h) solely for
purposes of calculating the amount of the registration fee,
based on the average of the high and low prices per share of
Executive TeleCard, Ltd. Common Stock, par value $.001 per
share, on September 4, 1998, as reported on the Nasdaq National
Market.
This Registration Statement incorporates by reference the
information contained in the earlier registration statement
relating to, among other plans, the Executive TeleCard, Ltd.
1995 Employee Stock Option and Appreciation Rights Plan,
filed on October 30, 1996, Registration No. 33315057.
EXPLANATORY NOTE
As permitted by General Instruction E to the Form S-8, this
Registration Statement incorporates by reference the information
contained in the earlier registration statement relating to,
among other plans, the Executive TeleCard, Ltd. 1995 Employee
Stock Option and Appreciation Rights Plan, filed on October 30,
1996, Registration Statement No. 333-15057.
On October 25, 1997 and January 17, 1998, the Board of
Directors of Executive TeleCard, Ltd. (the "Company") approved
and adopted amendments to the Company's 1995 Employee Stock
Option and Appreciation Rights Plan (as amended and restated, the
"Plan"). The amendments included an amendment to Article 4 of
the Plan to increase the number of shares of Common Stock, par
value $.001 ("Common Stock"), of the Company reserved under the
Plan from 1,000,000 to 1,750,000 . Other amendments to the Plan
were designed to take advantage of recent changes in 17 C.F.R.
240-16b-3 ("Rule 16b-3"), under the Securities Exchange Act of
1934, as amended, to permit greater flexibility in administration
of the Plan. The Company's stockholders approved the amendments
to the Plan at the annual meeting of stockholders held on
February 26, 1998. Accordingly, as amended, the total number of
shares of Common Stock available under the Plan is 1,750,000, of
which 750,000 shares are being registered hereunder.
A complete description of the amendments to the Plan is
included in the Company's definitive proxy statement on Schedule
14A dated January 29, 1998, with respect to the Company's annual
meeting of stockholders held on February 26, 1998, which proxy
statement is incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit
Number Description
4.1 Executive TeleCard, Ltd. 1995 Employee Stock
Option and Appreciation Rights Plan (filed as Exhibit
4.3b to the Registrant's Registration on Form S-8
(File No. 333-15057) and incorporated herein by
reference).
4.2 Executive TeleCard, Ltd. 1995 Employee Stock
Option and Appreciation Rights Plan, as amended
and restated (filed as Exhibit 10.9 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended
March 31, 1998 and incorporated herein by reference).
4.3 Executive TeleCard, Ltd. 1995 Directors Stock
Option and Appreciation Rights Plan, as amended
and restated (filed as Exhibit 10.10 to the
Registrant's Annual Report on Form 10-K for the fiscal
year ended March 31, 1998 and incorporated herein by
reference).
5.1 Opinion of Hogan & Hartson L.L.P.
23.1 Consent of BDO Seidman, LLP.
23.3 Consent of Hogan & Hartson L.L.P. (included in
Exhibit 5.1).
24.1 Power of Attorney (included on signature
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 Denver, State of Colorado, on
September 3, 1998.
EXECUTIVE TELECARD, LTD.
By: /s/ Christopher J. Vizas
Christopher J. Vizas
Chairman and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints
Christopher J. Vizas, Anne Haas and Colin Smith, jointly and
severally, each in his own capacity, as true and lawful
attorneys-in-fact, with full power of substitution, for him
and in his name, place and stead, in any and all capacities, to
sign any and all amendments to this Registration Statement
(including post-effective amendments), and to file the same,
with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, 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, or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act,
this Registration Statement has been signed by the following
persons, in the capacities indicated below, on September 3,
1998.
SIGNATURE TITLE
________/s/ Christopher J. Vizas______ Chairman, Chief
Christopher J. Vizas Executive Officer
Director (Principal
Executive Officer)
________/s/ Anthony Balinger________ Vice Chairman and
Anthony Balinger Director
________/s/ Anne Haas_______________ Controller
Anne Haas (Principal Financial
Accounting Officer)
________/s/ Edward J. Gerrity, Jr._____ Director
Edward J. Gerrity, Jr.
________/s/ David W. Warnes ________ Director
David W. Warnes
________/s/ Richard A. Krinsley________ Director
Richard A. Krinsley
________/s/ Martin L. Samuels_________ Director
Martin L. Samuels
_______/s/ Donald H. Sledge___________ Director
Donald H. Sledge
________/s/ James O. Howard_________ Director
James O. Howard
EXHIBIT INDEX
Exhibit
Number Description
4.1 Executive TeleCard, Ltd. 1995 Employee Stock
Option and Appreciation Rights Plan (filed as Exhibit
4.3b to the Registrant's Registration on Form S-8(File
No. 333-15057)and incorporated herein by reference).
4.2 Executive TeleCard, Ltd. 1995 Employee Stock
Option and Appreciation Rights Plan, as
amended and restated (filed as Exhibit 10.9 to the
Registrant's Annual Report on Form 10-K for the
fiscal year ended March 31, 1998 and incorporated herein
by reference).
4.3 Executive TeleCard, Ltd. 1995 Directors Stock
Option and Appreciation Rights Plan, as
amended and restated (filed as Exhibit 10.10 to the
Registrant's Annual Report on Form 10-K for the fiscal
year ended March 31, 1998 and incorporated herein by
reference).
5.1 Opinion of Hogan & Hartson L.L.P.
23.1 Consent of BDO Seidman, LLP.
23.3 Consent of Hogan & Hartson L.L.P. (included in
Exhibit 5.1).
24.1 Power of Attorney (included on signature
page).
EXHIBIT 5.1
September 8, 1998
Board of Directors Executive TeleCard, Ltd.
1720 S. Bellaire Street Denver, Colorado 80222 Members of the
Board of Directors:
This firm has acted as counsel to Executive TeleCard,
Ltd. (the "Company"), a Delaware corporation, in connection with
its registration, pursuant to a registration statement on Form S8
filed on or about the date hereof (the "Registration
Statement"), of 750,000 shares of common stock, par value $.001
per share, of the Company (the "Shares"), issuable upon the
exercise of options granted under the 1995 Employee Stock Option
and Appreciation Rights Plan of Executive TeleCard, Ltd. (the
"Stock Option Plan"). This letter is furnished to you pursuant
to the requirements of Item 601(b)(5) of Regulation S-K, 17
C.F.R. 229.601(b)(5), in connection with such registration.
For purposes of this opinion letter, we have examined
copies of the following documents:
1. An executed copy of the Registration Statement.
2. A copy of the Stock Option Plan, as certified by
the Secretary of the Company on the date hereof as
being complete, accurate and in effect.
3. The Restated Certificate of Incorporation of the
Company, as certified by the Secretary of State
of the State of Delaware on January 9, 1998 and by
the Secretary of the Company on the date hereof as
being complete, accurate and in effect.
4. The Bylaws of the Company, as certified by the
Secretary of the Company on the date hereof as
being complete, accurate and in effect.
5. Resolutions of the Board of Directors of the
Company adopted on February 25, 1998, as certified
by the Secretary of the Company on the date hereof
as being complete, accurate and in effect.
6. Resolutions of the stockholders of the Company
adopted on February 26, 1998, as certified by the
Secretary of the Company on the date hereof as
being complete, accurate and in effect.
We have not, except as specifically identified above,
made any independent review or investigation of factual or other
matters, including the organization, existence, good standing,
assets, business or affairs of the Company or its subsidiaries.
In our examination of the aforesaid certificates, records, and
documents, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity, accuracy and
completeness of all documents submitted to us as originals, and
the authenticity, accuracy and completeness and conformity with
the original documents of all documents submitted to us as
certified, telecopied, photostatic, or reproduced copies. We
have assumed the authenticity and accuracy of the foregoing
certifications of corporate officers, on which we are relying,
and have made no independent investigations thereof. This
opinion is given in the context of the foregoing.
This opinion letter is based as to matters of law
solely on the General Corporation Law of the State of Delaware.
We express no opinion herein as to any other laws, statutes,
regulations, or ordinances.
Based upon, subject to, and limited by the foregoing,
we are of the opinion that the Shares, when issued and delivered
in the manner and on the terms contemplated in the Registration
Statement and the Stock Option Plan (with the Company having
received the consideration therefor, the form of which is in
accordance with applicable law), will be validly issued, fully
paid and non-assessable by the Company.
We assume no obligation to advise you of any changes in
the foregoing subsequent to the delivery of this opinion letter.
This opinion letter has been prepared solely for your use in
connection with the filing of the Registration Statement on the
date of this letter, and should not be quoted in whole or in part
or otherwise be referred to, nor be filed with or furnished to
any governmental agency or other person or entity, without the
prior written consent of this firm.
We hereby consent to the filing of this opinion letter
as Exhibit 5.1 to the Registration Statement. In giving this
consent, we do not thereby admit that we are an "expert" within
the meaning of the Securities Act of 1933, as amended.
Very truly yours,
/S/ HOGAN & HARTSON L.L.P.
HOGAN & HARTSON L.L.P.
EXHIBIT 23.1
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
Executive TeleCard, Ltd. Denver, Colorado
We hereby consent to the incorporation by reference in this
Registration Statement of our report dated June 19, 1998,
relating to the consolidated financial statements and schedule of
Executive TeleCard, Ltd. appearing in the Company's Annual Report
on Form 10-K for the year ended March 31, 1998.
/s/ BDO SEIDMAN, LLP
Denver, Colorado
September 3, 1998
