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As filed with the Securities and Exchange Commission on June 12, 1998
Registration No. 333-
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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US WATS, INC.
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(Exact name of Registrant as specified in its charter)
New York 22-3055962
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
111 Presidential Boulevard Suite 114
Bala Cynwyd, Pennsylvania 19004
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(Address of Principal Executive Offices) (Zip Code)
US WATS, Inc.
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US WATS, Inc. 1995 Non-Qualified Stock Option Plan
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(Full title of the plan)
Stephen J. Parker
President and Chief Executive Officer
US WATS, Inc.
111 Presidential Boulevard, Suite 114
Bala Cynwyd, PA 19004
(610) 660-0100
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(Name, address and telephone number of agent for service)
Copy to:
M. PETER AMARAL, Esq.
Amaral Law Firm
P.O. Box 971202
Boca Raton, FL 33497-1202
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered(1) share(2) price(2) fee
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Common Stock, 230,000 shares $2.00 $460,000 $135.70
par value $.001
per share.
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(1) Pursuant to Rule 416(a), this Registration Statement also registers such
indeterminate number of additional shares as may become issuable under the
Plan in connection with share splits, share dividends or similar
transactions.
(2) Calculated pursuant to Rule 457(c) and (h). The price and fee are computed
based upon a price per share of $2.00, the average of the high and low
prices for the Common Stock as reported on the National Association of
Securities Dealers, Inc. Automated Quotation System on June 11, 1998.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
(Not required to be filed as part of this
registration statement)
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed with the Securities and Exchange
Commisssion by US WATS, Inc. (the "Registrant" and the "Company") are
incorporated in this Registration Statement by reference:
1. The Company's Annual Report on Form 10-K for the year ended December 31,
1997;
2. The Company's Quarterly Reports on Form 10-Q for the quarter ended March 31,
1998;
3. All documents filed subsequent to the date of this registration statement by
the undersigned 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 hereto
which indicates that all shares of Common Stock offered hereby have been sold
or which deregisters any shares of such Common Stock then remaining unsold,
shall also be deemed to be incorporated by reference in this registration
statement and to be a part hereof from their respective dates of filing. 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 that also is or is deemed
to be incorporated by reference herein, modifies or supersedes such
statement. Any statement contained in this registration statement shall be
deemed to be modified or superseded to the extent that a statement contained
in a subsequently filed document which is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any 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.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Members of Amaral Law Firm, special counsel to Registrant, own beneficially
25,000 Shares of Common Stock of the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
US WATS, Inc. (USW) is a party to indemnification agreements with two of
its directors, Aaron R. Brown and Stephen J. Parker, dated August 1990. In
addition, USW has entered into an indemnification agreement with Kevin O'Hare, a
former executive officer of USW, dated July, 1997. In general, the
indemnification agreements obligate USW to indemnify each of Messrs. Brown,
Parker and O'Hare against the liabilities and expenses incurred by them in
acting as a director or officer of USW to the maximum extent allowed by law.
USW, together with Messrs. Parker, Brown and O'Hare, have been sued by USW's
former president for various claims asserted by the plaintiff in connection with
his termination of employment with USW on December 30, 1996. USW and the
individual defendants have selected counsel to defend the action. The Board of
Directors of USW has authorized USW to advance the expenses of the individual
defendants incurred in defending this action upon the receipt of an undertaking
from each of them to repay the amounts so advanced in the event it is determined
that they are not entitled to indemnification under applicable law. As of June
3,1998, no amounts had been advanced by USW under such agreements.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
5 Opinion of Amaral Law Firm (Counsel to Registrant)
23 Consents of Experts and Counsel
a. Consent of Deloitte & Touche LLP (Independent Auditors)
b. Consent of Rudolph, Palitz, LLP (Independent Auditors)
c. The consent of counsel is contained in the opinion filed as
Exhibit 5 hereto.
24 Powers of Attorney (See Signature Page)
3
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ITEM 9. UNDERTAKINGS
Rule 415 offerings.
(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.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective 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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act 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 a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(b) Filings incorporating subsequent Exchange Act documents by reference.
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 Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the 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.
(4) Filing of registration statement on Form S-8:
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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES AND POWERS OF ATTORNEY
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 From S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Bala Cynwyd, Pennsylvania on June 12, 1998.
US WATS, INC.
By /s/ Stephen J. Parker
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Stephen J. Parker, President,
Chief Executive Officer and Director
Each person whose signature appears below hereby constitutes and appoints
Stephen J. Parker and M. Peter Amaral as his or her attorneys-in-fact and
agents, with full power of substitution and resubstitution for him or her, in
any and all capacities, to sign any or all amendments or post-effective
amendments to this Registration Statement, and to file the same, with exhibits
thereto and other documents in connection therewith, granting unto each of such
attorneys-in- fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary in connection with such matters
and hereby ratifying and confirming all that each of such attorneys-in-fact and
agents or his substitutes may 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.
/s/ Aaron R. Brown Director June 12, 1998
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Aaron R. Brown
/s/ Stephen J. Parker
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Stephen J. Parker Officer and Director
/s/ Murray Goldberg Director June 12, 1998
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Murray Goldberg
/s/ Walt Anderson Director June 12, 1998
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Walt Anderson
/s/ Arthur Regan Director and Secretary June 12, 1998
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Arthur Regan
/s/ Michael McAnulty Treasurer, Comptroller June 12, 1998
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Michael McAnulty Accounting Officer)
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EXHIBIT INDEX
Exhibit Description
Number of Exhibit Page
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5 Opinion of Amaral Law Firm 7
(Counsel to Registrant)
23a Consent of Deloitte & Touche LLP 8
(Independent Auditors)
23b Consent of Rudolph, Palitz, LLP 9
(Independent Auditors)
23c Consent of Amaral Law Firm
(included in the opinion filed as Exhibit 5 hereto)
Powers of Attorney (see Signature Page)
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AMARAL LAW FIRM
P. O. BOX 971202
BOCA RATON, FL 33497-1202
Phone (561) 479-4775
May 27, 1998
US WATS, Inc.
111 Presidential Boulevard
Suite 114
Bala Cynwyd, Pennsylvania 19004
Gentlemen:
We have acted as counsel to US WATS, Inc. (the "Company") in connection with
the preparation and filing with the Securities and Exchange Commission of the
Company's Registration Statement on Form S-8 under the Securities Act of 1933
(the "Registration Statement") relating to 230,000 shares of Common Stock of the
Company, par value $.001 per share (the "Shares"), issuable upon the exercise of
options granted under the Company's non-qualified stock option plan ("Plan").
In this connection, we have reviewed originals or copies, certified or
otherwise identified to our satisfaction, of the Company's Certificate of
Incorporation, its By-Laws, resolutions of its Board of Directors and
stockholders, the Plan, and such other documents and corporate records as we
have deemed appropriate in the circumstances.
Based upon the foregoing and consideration of such questions of law as we
have deemed relevant, we are of the opinion that the issuance of the Shares by
the Company upon the exercise of stock options properly granted under the Plan
has been duly authorized by the necessary corporate action of the Board of
Directors and stockholders of the Company, and such Shares, upon exercise of
such options and payment therefor in accordance with the terms of the Plan, will
be validly issued, fully paid and nonassessable by the Company.
The opinions expressed herein are limited to the federal laws of the United
States and the Business Corporation Law of the State of New York.
We consent to the use of this opinion as an exhibit to the Registration
Statement. This does not constitute a consent under Section 7 of the Securities
Act of 1933 since we have not certified any part of such Registration Statement
and do not otherwise come within the categories of persons whose consent is
required under said Section 7 or the rules and regulations of the Securities and
Exchange Commission.
Very truly yours,
AMARAL LAW FIRM
/s/ M. PETER AMARAL, ESQ.
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
US WATS, Inc. on Form S-8 of our report dated March 11, 1998, appearing in the
Annual Report on Form 10-K of US WATS, Inc. for the year ended December 31,
1997.
DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
June 11, 1998
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
US WATS, Inc. on Form S-8 of our report on the consolidated financial statements
as of and for the year ended December 31, 1995 dated March 25, 1996, appearing
in the Annual Report on Form 10-K of US WATS, Inc. for the year ended December
31, 1997.
/s/ RUDOLPH, PALITZ LLP
Plymouth Meeting, Pennsylvania
June 11, 1998
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