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As filed with the Securities and Exchange Commission on August 5, 1996
Registration No. _________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LONG DISTANCE DIRECT HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Nevada 33-0323376
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1995 STOCK OPTION PLAN
(Full title of the plan)
Steven Lampert
1 Blue Hill Plaza
Pearl River, New York 10965
(914)620-0765
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Offering Registration
be Registered Registered(1) Per Share(2) Price(2) Fee(2)
- ------------------------------------------------------------------------------------------------
Common Stock,
<C> <C> <C> <C> <C>
$.001 par value 2,000,000 shares $ 5.75 $11,500,000 $3,966
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(1) The number of shares being registered is the maximum aggregate number
of shares presently issuable under the Plan. The registration statement
also includes an indeterminable number of additional shares that may
become issuable under the 1995 Stock Option Plan pursuant to anti-
dilution provisions.
(2) Computed pursuant to Rule 457(h) on the basis of the average of the bid
and asked price of the Common Stock on July 31, 1996.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents of Long Distance Direct Holdings,
Inc., a Nevada corporation (the "Company") filed with the Securities Exchange
Commission are incorporated by reference into this Registration Statement:
(a) The Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1995, filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
(b) All other reports filed by the Company pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end of the Company's
fiscal year ended December 31, 1995.
Any statement contained in a document incorporated in this
Registration Statement by reference shall be deemed to be modified or superseded
for the purpose of this Registration Statement to the extent that a statement
contained in this Registration Statement or in any other document subsequently
filed pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934,
as amended, which also is or is deemed to be incorporated in this Registration
Statement by reference modifies or replaces such statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The Company's total authorized common stock consists of
30,000,000 shares, par value of $0.001 per share. When issued, all shares will
be fully paid and nonassessable. Each share is entitled to one vote at
shareholders' meetings and is equal to each other share with respect to voting
rights, liquidation rights and dividend rights. Shareholders do not have
preemptive rights to purchase additional shares. Cumulative voting is not
permitted so that holders of more than 50% of the issued and outstanding shares
present at a meeting would be able to elect the entire Board of Directors and
the minority shareholders would not be able to elect a representative.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
The legality of the Registrant's securities being registered
will be passed upon by Day Campbell & McGill, special securities counsel for the
Registrant. Members of the firm of Day Campbell & McGill firm owned an aggregate
of 330,434 shares of the Registrant's Common Stock and options to purchase
260,000 shares of the Registrant's Common Stock on the effective date of this
Registration Statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Articles of Incorporation provides that (a) the
personal liability of a director or officer to the Company or its stockholders
for damages for breach of fiduciary duty as a director or officer shall be
eliminated to the fullest extent permissible under Nevada law except for: (i)
acts or omissions which involve intentional misconduct, fraud or a knowing
violation of law; or (ii) the payment of distributions in violation of Section
78.300 of the Nevada Revised Statutes, and (b) if the Nevada Revised Statutes
are hereinafter amended to authorize the further elimination or limitation of
the liability of a director or officer, then the liability of a director or
officer of the corporation shall be eliminated or limited to the fullest extent
permitted by the Nevada Revised Statutes, so as amended.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act of 1933, as amended (the "Securities
Act") and is therefore unenforceable.
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ITEM 7. EXEMPTION FROM REGISTRATION.
Not applicable.
ITEM 8. EXHIBITS.
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EXHIBIT DESCRIPTION
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<S> <C>
5 Opinion of Day Campbell & McGill as to the legality of the
securities being registered.
10.5 1995 Stock Option Plan.*
10.6 Amendment No. 1 to 1995 Stock Option Plan.
24.1 Consent of Adelman, Katz and Mond, LLP.
24.2 Consent of Day Campbell & McGill (included in its opinion
filed as Exhibit 5).
</TABLE>
* Incorporated by reference to the Company's Annual Report on Form 10-KSB for
the fiscal year ended December 31, 1995.
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; 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 that information in the registration
statement.
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form S-8, and 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 bona fide offering thereof.
(3) To remove from registration by means of 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 filing 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
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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.
(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 foregoing provisions, 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 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 of the 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, 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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Pearl River, State of New York, on July 30, 1996.
LONG DISTANCE DIRECT HOLDINGS, INC.
By: Steven Lampert
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Steven Lampert, President
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Michael Preston, Secretary of the registrant, 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) to this Registration
Statement and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission and any
other regulatory authority, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute 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.
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<CAPTION>
Date Signature Title
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<S> <C> <C>
July 30, 1996 Steven Lampert President (principal executive officer) and
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Steven Lampert Director
July 30, 1996 Michael Preston Vice President of Finance (principal financial
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Michael Preston officer) and Director
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EXHIBIT INDEX
<TABLE>
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EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
5 Opinion of Day & Campbell as to the legality of
securities being registered.
10.5 1995 Stock Option Plan*
10.6 Amendment No. 1 to 1995 Stock Option Plan
24.1 Consent of Adelman, Katz and Mond, LLP
24.2 Consent of Day Campbell & McGill (included in its
Opinion filed as Exhibit 5).
</TABLE>
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*Incorporated by reference to the Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1995.
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[DAY CAMPBELL & MCGILL LETTERHEAD]
August 5, 1996
Long Distance Direct Holdings, Inc.
1 Blue Hill Plaza
Pearl River, New York 10965
Re: Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Long Distance Direct Holdings, Inc., a Nevada
corporation (the "Company"), and in such capacity have examined the form of
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission by the Company on or about August
5, 1996, in connection with the registration under the Securities Act of 1933,
as amended (the "Act") of up to 2,000,000 shares of common stock, $.001 par
value per share, of the Company (the "Shares"). The Shares are to be sold by
the Company upon the exercise of stock options to be granted by the Company
under its 1995 Stock Option Plan, as amended. The Shares will be offered and
sold pursuant to the Company's Registration Statement filed with the
Commission.
As counsel for the Company and for purposes of this opinion, we have
made those examinations and investigations of legal and factual matters we
deemed advisable, and have examined the originals, or copies certified to our
satisfaction as being true copies of the originals, of those corporate records,
certificates, documents and other instruments which we, in our judgment, have
considered necessary or appropriate to enable us to render the opinion expressed
below. For these purposes, we have relied, without independent investigation,
upon certificates provided by public officials and by officers of the Company as
to certain factual matters. We have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to the original documents of documents submitted to us as certified or
photostatic copies, and the authenticity of the originals of the latter
documents.
On the basis of the foregoing, and relying solely thereon, we are of
the opinion that he Shares are duly authorized and, provided the Shares are
issued, delivered and paid for in the
Exhibit 5
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Long Distance Direct Holdings, Inc.
August 5, 1996
Page 2
manner and upon the terms contemplated by the Registration Statement, the Shares
will be validly issued, fully paid and nonassessable.
No opinion is expressed herein as to the application of state
securities or Blue Sky laws.
We consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Commission thereunder.
Very truly yours,
DAY CAMPBELL & McGILL
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FIRST AMENDMENT TO
1995 STOCK OPTION PLAN OF
LONG DISTANCE DIRECT HOLDINGS, INC.
The 1995 Stock Option Plan (the "Plan") of Long Distance Direct
Holdings, Inc. (the "Company") is hereby amended as follows:
1. The first sentence of Section 5(a) is hereby amended to read as
follows:
"The aggregate number of shares of Option Stock that may be issued
pursuant to the exercise of Options granted under this Plan will not exceed two
million (2,000,000) (the "Option Pool"), provided that such number will be
increased by the number of shares of Option Stock that the Company subsequently
may reacquire through repurchase or otherwise."
This First Amendment to the Company's Plan has been duly adopted and
approved by the Board of Directors and shareholders of the Company and is
effective as of June 1, 1996.
LONG DISTANCE DIRECT HOLDINGS, INC.
By: Steven Lampert
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Steven Lampert, President
EXHIBIT 10.6
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[ADELMAN KATZ AND MOND, LLP LETTERHEAD]
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Long Distance Direct Holdings, Inc.
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated May 31, 1996, which includes an
explanatory paragraph raising substantial doubt about the Company's ability to
continue as a going concern, appearing in the Annual Report on Form 10-KSB of
Long Distance Direct Holdings, Inc. as of December 31, 1995 and for each of the
years in the two-year period ended December 31, 1995.
ADELMAN KATZ AND MOND, LLP
New York, NY
July 30, 1996
EXHIBIT 24.1
