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Registration No. _________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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CALL NOW, INC.
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(Exact name of issuer as specified in its charter)
Florida 65-0337175
- ------------------------------- -------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
P.O.Box 531399
Miami Shores, FL 33153
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(Address of principal executive offices)
STOCK OPTIONS
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(Full title of the Plan)
William M. Allen, Chairman
Call Now, Inc.
P.O. Box 531399
Miami Shores, FL 33153
(305) 751-5115
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(Name, address and telephone number of agent for service)
Copy to:
Joel Bernstein, Esq.
P.O. Box 330072
Miami, Florida 33233
(305) 751-3008
Approximate date of commencement of sales pursuant to the Plan: From time to
time after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================================
Title of Proposed maximum Proposed
securities Amount offering price maximum Amount of
to be to be per share aggregate registra-
registered registered (a) offering price tion fee
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 115,000 $2.00 $230,000 $100
per share
</TABLE>
(a) Estimated solely for the purpose of calculating the registration fee.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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.
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 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.
COMMON STOCK. Holders of shares of Common Stock are entitled to one
vote per share on all matters to be voted on by shareholders, including the
election of directors. The holders of Common Stock are entitled, upon
liquidation or dissolution of the Company, to receive pro rata all assets
remaining available for distribution to common shareholders. The Common Stock
has no pre-emptive or other subscription rights, and there are no conversion
rights or redemption or sinking fund provisions with respect to such shares. All
the outstanding shares of Common Stock, including the shares of Common Stock to
be outstanding in this Offering, are validly issued, fully paid (in cash or
services) and non-assessable.
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The holders of Common Stock are entitled to receive such dividends, if
any, as may be declared from time to time by the Board of Directors, in its
discretion, from funds legally available therefor. The Company currently intends
to retain all earnings for use in its business. Accordingly, it is anticipated
that no dividends will be paid in the foreseeable future.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is hereby made to the provisions of the Florida Business
Corporation Law which provides for indemnification of directors and officers
under certain circumstances.
The Registrant's Bylaws provide that the Company shall, to the fullest
extent permitted by the laws of the State of Florida, indemnify any director,
officer, employee and agent of the corporation against expenses incurred by such
person by reason of the fact that he serves or has served the corporation in
such capacity.
Indemnification under the Company's Bylaws is nonexclusive of any other
right such persons may have under statute, agreement, bylaw or action of the
Board of Directors or shareholders of the corporation.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
The exhibits to the registration statement are listed in the Exhibit
Index elsewhere herein.
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
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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.
(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 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 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 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.
(c) 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 or 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.
(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons or the registrant pursuant to the provisions 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 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 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.
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SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that is 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 Miami, Florida on April 10, 1997.
CALL NOW, INC.
By: s/William M. Allen
------------------
William M. Allen
Chairman
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
s/William M. Allen Chairman and Director Apr. 10, 1997
- ---------------------- (Principal Executive
William M. Allen Officer)
s/Bryan P. Brown President and Director Apr. 10, 1997
- ----------------------
Bryan P. Brown
s/Max Allen Director Apr. 10, 1997
- ----------------------
Max Allen
s/Robert C. Buffkin Director Apr. 10, 1997
- ----------------------
Robert C. Buffkin
</TABLE>
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EXHIBIT INDEX
No. Description Page
- --- ----------- ----
5 Opinion of Joel Bernstein 8
24.2 Consent of Accountant 9
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Law Offices
JOEL BERNSTEIN
Area Code (305)
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P. O. Box 330072 Telephone: 751-3008
Miami, FL 33233 Facsimile: 751-4928
April 18, 1997
Call Now, Inc.
P.O.Box 531399
Miami Shores, FL 33153
Gentlemen:
I have acted as special counsel to Call Now, Inc., a Florida corporation (the
"Corporation"), in connection with the offering of 115,000 shares of Common
Stock. The offering of the shares is to be made pursuant to a Registration
Statement on Form S-8 to be filed with the Securities and Exchange Commission
(the "Registration Statement").
I have acted as special counsel to the Corporation in connection with the
preparation of the above-referenced Registration Statement.
Please be advised that I am of the opinion that the Corporation's Common Stock
has been duly authorized by the corporation and, when sold in accordance with
the terms and conditions set forth in the Registration Statement, will be
validly issued by the Corporation and fully paid and non-assessable.
I consent to the use of my name in the Registration Statement in the section of
the Prospectus entitled "Legal Matters" and the filing of this letter as an
exhibit to the Registration Statement.
Yours very truly,
Joel Bernstein
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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Shareholders and Board of Directors of
Call Now, Inc.
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Call Now, Inc. (the "Company"), of our report dated
March 12, 1997, except for Note 11 which is as of March 26, 1977, relating to
the financial statements of the Company, appearing in the Company's Annual
Report on Form 10-KSB for the year ended December 31, 1996.
/s/ BDO Seidman, LLP
BDO SEIDMAN, LLP
Miami, Florida
April 9, 1997
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