SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AMERICAN NORTEL COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Wyoming 4813 87-0507851
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification Number)
incorporation) Classification Code Number
7201 E. Camelback Road, Suite 320
Scottsdale, AZ 85251
(602) 945-1266
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
William P. Williams, Jr.
President and Chief Executive Officer
American NorTel Communications, Inc.
7201 E. Camelback Road, Suite 320
Scottsdale, AZ 85251
(602) 945-1266
(Name, address, including zip code, and telephone number, of agent for
service)
Approximate date of commencement of proposed sale to the public: As soon
as practicable after the Registration Statement becomes effective.
If the only securities being registered on this Form arc being offered
pursuant to dividend or interest reinvestment plans, please chock the
following box. /X/
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. /X/
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed
Maximum
Title of Each Class of Proposed Maximum Aggregate Amount of
Securities to be Amount to be Offering Price Per Offering Registration
Registered registered Share(1) Price(1) Fee
<S> <C> <C> <C> <C>
Common Stock, no par value 7,485,000 $ 0.77 $ 5,763,450 $ 1,746.32
- -------------------------- ------------ -------------------- ----------- -------------
</TABLE>
(1) Pursuant to Rule 457(c), the registration fee is calculated based on the
average of the high and low sale prices for the Common Stock, as reported by
the Nasdaq Stock Market's National Market on November 22, 1996, or $0.77 per
share.
<PAGE> 1
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until Registrant shall
file a further amendment that specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
<PAGE> 2
PROSPECTUS
AMERICAN NORTEL COMMUNICATIONS, INC.
7,485,000 Shares
The 7,485,000 shares (the "Shares") of common stock, no par value (the
"Common Stock"), of American NorTel Communications, Inc. (the "Company")
offered hereby, are shares of Common Stock which are currently outstanding.
See "The Offering," "Selling Shareholders," "Plan of Distribution" and
"Description of Securities." The Company will not receive any proceeds from
the sale of the shares of Common Stock offered hereby.
The Shares are quoted in the National Association of Securities Dealers
("NASD") Inter-dealer Quotation System ("OTC Electronic Bulletin Board")
under the symbol "ARTM". On November 22, 1996, the last reported closing sale
price of the Common Stock was $0.813 per share.
The Shares may be offered and sold from time to time by the selling
shareholders named herein through underwriters, dealers or agents or directly
to one or more purchasers in fixed-price offerings or negotiated transactions
and either at market prices prevailing at the time of sale or at prices
related to such market prices. The terms of the offering and sale of the
Shares with respect to which this Prospectus is being delivered, including any
initial public offering price, any discounts, commissions or concessions
allowed, reallowed or paid to underwriters, dealers or agents, the purchase
price of the Shares, the proceeds to the selling shareholders and any other
material terms shall be as set forth in the applicable Prospectus Supplement.
See "Plan of Distribution" for information regarding possible indemnification
arrangements for underwriters, dealers and agents.
See "Risk Factors" on pages 6-9 for a discussion of certain factors that
should be considered by investors
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this Prospectus is November 22, 1996.
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information can be inspected and copied at the
public reference facilities of the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. and at the Commission's regional
offices at the Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511 and 7 World Trade Center, Suite 1300, New York, 10048.
Copies of such material may also be obtained from the Public Reference Section
of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates.
The Company has filed with the Commission a Registration Statement on
Form S-3 (including any amendments thereto, the "Registration Statement")
under the Securities Act of 1933, as amended (the" Securities Act") with
respect to the Shares offered hereby. This Prospectus does not contain all of
the information set forth in the Registration Statement and the exhibits and
schedules thereto. For further information with respect to the Company and
the Common Stock, reference is made to the Registration Statement and the
exhibits and schedules thereto. Statements made in this Prospectus regarding
the contents of any contract or document filed as an exhibit to the
Registration Statement are not necessarily complete and, in each instance,
reference is hereby made to the copy of such contract or document so filed.
Each such statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference in this
Prospectus:
(1) the Company's Annual Report on Form 10-KSB for the fiscal year
ended June 30, 1995 and;
(2) the Company's Quarterly Report on Form 10-QSB for the fiscal
quarter ended September 30, 1995;
(3) the Company's Quarterly Report on Form 10-QSB for the fiscal
quarter ended December 31, 1995;
(4) the Company's Quarterly Report on Form 10-QSB for the fiscal
quarter ended March 31, 1996; and
(5) all documents filed by the Company pursuant to Sections 13(a),
13(c) and 15(d) of the Exchange Act after the date of this Prospectus and
before the termination of the offering covered hereby will be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference in this Prospectus
shall be deemed to be modified or superseded for purposes of this Prospectus
to the extent that a statement contained in this Prospectus or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference modifies or replaces such statement.
The Company will provide, without charge and on oral or written request,
to each person to whom this Prospectus is delivered, a copy of any or all of
the documents incorporated by reference in this Prospectus other than exhibits
to such documents, unless such exhibits are specifically incorporated by
reference into the information that this Prospectus incorporates. In
addition, a copy of the Company's most recent annual report to shareholders
will be promptly furnished, without charge and on oral or written request, to
such persons. All such requests should be directed to American NorTel
Communications, Inc.,7201 E. Camelback Road, Suite 320, Scottsdale, AZ 85251,
Attention: Bill Williams, telephone number (602) 945-1266.
<PAGE> 4
THE COMPANY
The Company was originally incorporated in British Columbia, Canada on
May 17, 1979. In conjunction with a one for five consolidation, the
Company's name was changed to Coldspring Resources Ltd. on June 4, 1987. In
1987, the Company was inactive and was classified as dormant under the rules
of the Vancouver Stock Exchange. The then current management organized a
reverse take-over by a number of limited partnerships and private companies
which were engaged in the mining development and exploration business and who,
on July 14, 1987, transferred their mining assets into the Company for
Treasury shares on July 14, 1987. The Company is no longer in the mining
business, and has written off or sold its mining assets. In conjunction with
a one for ten consolidation, the Company's name was changed to Isleshaven
Capital Corporation on July 14, 1989. In 1990 the Company became active in
the long distance telecommunications business and changed its name to NorTel
Communications Inc. on June 17, 1991. In conjunction with a one for ten
consolidation, the Company's name was changed to American NorTel
Communications Inc. on May 11, 1992. The Company filed its Certificate of
Registration and Articles of Continuance with the Secretary of State of the
State of Wyoming and became a Wyoming corporation effective February 9, 1993.
The Company currently operates only in the telecommunications business,
providing long distance telephone service in combination with additional
related services in the United States and foreign countries. The Company is a
provider of long distance value services such as international callback,
travel cards, debit cards, voice mail, fax, and call-follow-me services. The
Company also installs propriety equipment in major markets throughout the
world to provide niche telecommunications services.
The Company is certified by the Federal Communications Commission of the
United States (the "F.C.C.") and is authorized under Section 214 of the
Communications Act of 1934 to provide international switched services by
reselling the international switched services of other carriers. The Company
resells long distance telecommunications services providing domestic and
international services primarily to businesses.
The value-added services the Company provides include international
Call-back and 800-redirected calling, voice mail, telephone calling cards,
automated attendants, billing services and call redirecting. The Company's
targeted market niche is providing a package or combination of its version of
these value-added services and particularly focus on business that allies
with large carriers, rather than competes directly with them. The Company
packages these value-added services and long distance telephone services to
create total telecommunications systems for its Customers.
Call-back service allows a Customer in a foreign country to use foreign
facilities to dial a telephone number in the U.S. and receive dial tone at a
switch at the Company's U.S. location, which the Customer can then use to
complete the call to any foreign country. The Company rents network services
from national, regional, and international carriers, such as Sprint. The
Company has developed its own proprietary micro-computer based switching,
voice processing and voice messaging software and creates customized
telecommunications systems in response to Customer needs. The Company
separately markets its own billing systems using its own proprietary software
system.
<PAGE> 5
The Company recently commenced a program of acquiring assets and
operating companies in exchange for blocks of prepaid phone time. This
strategy used in conjunction with conventional marketing methods has enabled
the company to acquire a hotel in Missouri and development property in
California, Texas and Colorado.
RISK FACTORS
This Prospectus contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933. Such forward-looking statements
may be found in this section and under "Prospectus Summary," "Use of
Proceeds," "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and Business and Properties." Actual events or results
could differ materially from those discussed in the forward-looking statements
as a result of various factors including, without limitation, the risk factors
set forth below and elsewhere in this Prospectus. The Shares offered hereby
involve material risks. In addition to the other information contained in
this Prospectus, prospective investors should carefully consider the following
risk factors before m making an investment in the shares of Common Stock:
Limited Operating History. The Company began re-marketing its services
in June, 1995. It has not yet carried revenue generating traffic from its
proposed service offerings. The source of the Company's projected revenue is
the sale of long distance and value-added technologically-augmented long
distance products. If the Company fails to achieve sales which produce
certain minimum levels of usage by its customers, it will be unable to achieve
the minimum usage requirements in the Company's agreements with its long
distance carrier and its billing and collection agents. If it fails to
achieve the necessary minimum usage, the Company's costs for those services as
a percentage of revenue will increase.
Need for Additional Capital. At June 30, 1995, the Company had working
capital of $65, long-term debt of $675,000 and shareholders' equity of
$(941,243). The Company anticipates that its operating cash needs for fiscal
1996 can be met with cash generated from operations and private placements of
equity and debt securities. Under its current projections the Company will
need to raise additional capital of approximately $1,000,000 during the next
12 months to fully implement its business plan.
The availability and cost of additional financing will depend on a
variety of factors, including macroeconomic forces and the Company's
performance during the period prior to seeking the financing. There is no
assurance that additional financing will be available. The failure by the
Company to secure such additional financing could have a material adverse
effect on the development and growth of the Company. If the financing is
available, there is no assurance that owners of Shares will not suffer
substantial dilution in a subsequent offering.
Until the Company raises this capital, additional interim financing will
be required. The Company expects that it will be able to obtain loans from
affiliates and other sources to meet these interim needs, but there can be no
assurance of this.
The Company's independent public accountants have noted in their
Independent Auditor's Report accompanying the Financial Statements as of and
for the period ending June 30, 1995 that the Company's lack of operations and
lack of operating capital combined with a significant loss from operations
raises substantial doubt about its ability to continue as a going concern.
See "Financial Statements."
<PAGE> 6
Voting Control by Officers and Directors of Company's Common Stock. The
Company's executive officer and director beneficially owns 7,390,000 shares of
Common Stock (including 3.3 million upon conversion of the Preferred A Series
One Preferred Stock), or approximately 62.9% of the shares of Common Stock
outstanding. The Company's Certificate of Incorporation does not authorize
cumulative voting with respect to the election of directors. As a result, the
Company's officers and directors currently are, and in the foreseeable future
will continue to be, in a position to control the Company by being able to
nominate and elect the Company's Board of Directors. The Board of Directors
establishes corporate policies and has the sole authority to nominate and
elect the Company's officers to carry out those policies.
Dependence on and Obligations to Primary Carrier. The Company's long
distance telephone business is dependent upon resale arrangements with
facilities-based carriers for the transmission of calls. The future
profitability of the Company is based upon its ability to transmit long
distance telephone calls over transmission facilities obtained from others on
a cost-effective basis. The Company currently plans to use one primary
carrier, Sprint Communications ("Sprint").
While there are certain advantages to using Sprint because of its ability
to originate traffic around the world the Company could use alternative
carriers who provide the services the Company requires for its business plans.
In that event, the Company would expect to negotiate a contract with an
alternate carrier with certain minimum commitments by the Company that would
entitle the Company to discounts on the rates the carrier usually charges.
There is, however, no assurance that the Company would be able to do so. In
the absence of such discounts, the alternate carrier's rates would be higher
in the aggregate than Sprint's.
Limited Trading Market. The Shares are quoted in the National
Association of Securities Dealers ("NASD") Inter-dealer Quotation System ("OTC
Electronic Bulletin Board") under the symbol ARTM." On November 14, 1996, the
last reported closing sale price of the Common Stock was $1.00 per share. The
price at which the shares trade may be highly volatile. In addition, other
events, such as quarter-to-quarter variations in operating results, news
announcements, trading volume, general market trends and other factors, could
result in wide fluctuations in the market price of the common stock. There
can be no assurance that a regular trading market will be sustained.
Government Regulation of Long Distance Companies. The Company is
regulated at the federal level by the Federal Communications Commission
("FCC") and at the state level by various state public utility commissions.
The Company has obtained FCC approval to provide international service. See
"Business -- Regulation."
The Company must file tariffs with the FCC regarding its interstate and
international service which are subject to review by the FCC. The Company
does not anticipate any action by the FCC which would impair its service
offerings, but there is no assurance that objections will not be made which
could delay the Company's service offerings or require modifications to the
terms under which the Company offers its services.
The Company will be required to obtain and maintain certificates of
public convenience and necessity from regulatory authorities in most states in
which it will offer intrastate long distance services. These are not required
in Texas or Oklahoma, the states in which the Company will commence offering
its services. The Company has not yet applied for certificates to provide
services in any other states because of the expense associated with doing so
while the product offerings were in their developmental and testing stages.
The Company will start filing applications for intrastate authority within the
next month but expects that the process of filing all of the necessary
applications will take from six to twelve months. While the Company has not
decided upon the order of states into which such application would be made, it
generally expects to apply in the more populous states first. The approval
process varies by state and can generally be expected to take from one to six
months per state. Since most calls are interstate, the Company believes the
delay in receiving intrastate authority will not hamper its expansion plans.
Many state regulatory authorities also require carriers to file tariffs which
set forth their rates and conditions of service. While the Company does not
anticipate significant problems in obtaining certificates or filing tariffs
for its service in any states there is no assurance the state commissions will
not withhold approval or impose unanticipated requirements on the Company.
<PAGE> 7
The FCC is currently considering action on various proposals, including
proposals relating to interstate access transport services, local exchange
competition and expanded interconnection with local telephone company
facilities. If adopted by the FCC, certain aspects of each of these proposals
could affect the Company's business by increasing costs or increasing
competitive pressures. In addition, future legislation approved by Congress
or future court decisions relating to the telecommunications industry could
adversely impact the Company's business.
Competition From Other Long Distance Carriers. The long distance
telecommunications industry is competitive and is significantly affected by
the introduction of new discount concepts and the marketing activities of
industry participants. Competition in the long distance business is based
upon pricing, transmission quality, and customer support. The Company will
compete with AT&T Corp. ("AT&T"), MCI, Sprint Corporation ("Sprint"), other
national and regional long distance carriers, and other resellers. In
addition, both houses of the United States Congress have passed legislation
that would permit Regional Bell Operating Companies ("RBOCs") to enter the
interLATA long distance market. If such provisions are ultimately enacted
into law, the RBOCs would represent significant new competition in the
interLATA long distance market.
Some of the Company's competitors have greater name recognition and
greater marketing capabilities than the Company, control their own
transmission networks, and have, or have access to, substantially greater
financial and personnel resources than those available to the Company.
Various regulatory factors can also have an impact on the Company's ability to
compete. The ability of the Company to compete effectively in the
telecommunications industry will depend on its ability to provide high
quality, market-driven services at effective prices generally less than those
charged by its competitors. There can be no assurance that the Company will
be able to compete successfully with existing or future companies.
Adverse Effect of Rapid Technological Changes and Service. The
telecommunications industry has been characterized by rapid technological
change, frequent new service introductions, and evolving industry standards.
New competitors may enter the long distance telecommunications industry with
new or add-on technology. Cable systems, satellite transmission companies and
personal communication systems may offer long distance communication services
together with video, data and interactive media services. The Company
understands that a significant portion of the market will demand
technologically advanced services, and its success in attracting those
customers will depend in part on its ability to anticipate changes in the
industry and to offer on a timely basis services that meet evolving industry
standards.
Dependence on Management for Successful Operations and Continued Growth.
Growth of the Company depends on continued active participation of William P.
Williams, Jr., current chief executive officer and sole director of the
Company. The Company has no employment agreements with management. The loss
of the services of Mr. Williams could adversely affect the continuation and
future development of the Company's business. The Company does not maintain
any key man life insurance on Mr. Williams.
<PAGE> 8
Dividend Policy. The Company has paid no cash dividends on its Common
Stock and has no present intention of paying cash dividends in the foreseeable
future. It is the present policy of the Board of Directors to retain all
earnings to provide for the growth of the Company. Payment of cash dividends
in the future will depend, among other things, upon the Company's future
earnings, requirements for capital improvements, the operating and financial
conditions of the Company and other factors deemed relevant by the Board of
Directors.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares
that may be resold from time to time by the selling shareholders.
SELLING SHAREHOLDERS
The selling shareholders listed below (the "Selling Shareholders") may
resell, from time to time, all or a portion of the shares offered hereby. The
following table sets forth the beneficial ownership of the Company's
securities by each of the Selling Shareholders:
<TABLE>
<CAPTION>
Percent of
Shares Owned Shares Owned Class Owned
Name of Selling Prior to After the After the
Shareholder Offering Offering(1) Offering
<S> <C> <C> <C>
Shelton Financial, Inc. 400,000 400,000 3.4%
Wilcom, Inc. 6,240,000 6,240,000 53.1%
Eva S. Williams 750,000 750,000 6.4%
Gary Jensen 35,000 35,000 (2)
M. Stephen Roberts 60,000 60,000 (2)
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</TABLE>
(1) Assumes that the Selling Shareholder does not resell any shares
of Common Stock beneficially owned in this offering.
(2) Represents less than 1% of the Company's outstanding shares of
common Stock.
PLAN OF DISTRIBUTION
The Selling Shareholders may offer the Shares subject to this Prospectus
from time to time in one or more offerings through underwriters, dealers or
agents or directly to one or more purchasers in fixed-price offerings or in
negotiated transactions and at either current market prices or at prices
related to such market price. Resales by the purchasers of such shares may be
made in the same manner.
<PAGE> 9
The Selling Shareholders have represented to the Company that they have
no current arrangements with any broker-dealer and that they will comply with
Rule 10b-6 under the Exchange Act. If underwriters are used in any offering
of the Shares, such underwriters will be named in the applicable Prospectus
Supplement. Only underwriters named in a Prospectus Supplement will be deemed
to be underwriters in connection with the Shares. Firms not so named will
have no direct or indirect participation in the underwriting of the Shares,
although such a firm may participate in the distribution of such shares under
circumstances entitling it to a dealer's commission. Unless otherwise set
forth in the Prospectus Supplement relating to such offering, any underwriting
agreement pertaining to any offering of the Shares will (i) entitle the
underwriters to indemnification by the Company and the Selling Shareholders
against certain civil liabilities under the Securities Act, (ii) provide that
the obligations of the underwriters will be subject to certain conditions
precedent, and (iii) provide that the underwriters will be obligated to
purchase the Shares so offered if any such shares are purchased. If
underwriters are used in any offering of shares, the names of such
underwriters, the anticipated date of delivery and other material terms of the
transaction will be set forth in the Prospectus Supplement relating to such
offering.
The Company has been advised that the distribution of the Shares by the
Selling Shareholders, or by pledgees, transferees or other
successors-in-interest of the Selling Shareholders, may be effected from time
to time in one or more transactions (which may involve block transactions)in
the over-the-counter market, in negotiated transactions or in a combination of
such methods of sale, at fixed prices, at market prices prevailing at the time
of sale, at prices related to such prevailing market prices or at negotiated
prices. The Selling Shareholders may effect such transactions by selling the
Shares directly to purchasers or to or through broker-dealers acting as
principals or agents. Such broker-dealers may receive compensation in the
form of underwriting discounts, concessions or commissions from the Selling
Shareholders or the purchasers of the Shares from whom broker-dealers may act
as agent or to whom they may sell as principal or both (which compensation, as
to a particular broker-dealer, may be less than or in excess of customary
commissions). In addition, the Shares covered by this Prospectus that
subsequently qualify for sale pursuant to Rule 144 under the Securities Act
may be sold under Rule 144 rather than pursuant to this Prospectus.
The Selling Shareholders and any broker-dealers or agents who participate
in a sale of the Shares may be deemed to be underwriters within the meaning of
such term under the Securities Act, and any commissions received by them, as
well as any proceeds from any sales as principal by them, may be deemed to be
underwriting discounts and commissions under the Securities Act. Such
broker-dealers or agents may, under agreements with the Selling Shareholders,
be entitled to indemnification by the Company and the Selling Shareholders
against certain civil liabilities under the Securities Act. Certain
purchasers to whom the Selling Shareholders may sell shares in negotiated
transactions may be deemed to be underwriters with respect to any resale by
them of shares so acquired. Underwriters, dealers and agents may engage in
transactions with or perform services for the Company in the ordinary course
of business.
DESCRIPTION OF SECURITIES
Pursuant to the Company's Articles of Incorporation, as amended, the
authorized capital stock of the Company consists of 50,000,000 shares of
common stock, no par value, 50,000,000 shares of Preferred A preferred stock,
no par value (the "Preferred A Stock") and 50,000,000 shares of Preferred B
preferred stock, no par value (the "Preferred B Stock") (collectively
"Preferred Stock"). The following description of certain of the Company's
securities is a summary, does not purport to be complete or to give effect to
applicable statutory or common law and is subject in all respects to the
applicable provisions of the Company's Articles of Incorporation and
information herein is qualified in its entirety by this reference.
<PAGE> 10
Common Stock
Holders of Common Stock are entitled, among other things, to one vote per
share on each matter submitted to a vote of shareholders and, in the event of
liquidation, to share ratably in the distribution of assets remaining after
payment of liabilities. Holders of Common Stock have no cumulative voting
rights, and, accordingly, the holders of a majority of the outstanding shares
have the ability to elect all of the directors. Holders of Common Stock have
no preemptive or other rights to subscribe for shares. Holders of Common
Stock are entitled to such dividends as may be declared by the Board of
Directors out of funds legally available therefor.
Preferred Stock
None of the authorized shares of Preferred Stock are outstanding. The
Board of Directors has the authority to cause the Company to issue up to the
authorized number of shares of Preferred Stock in one or more series, to
designate the number of shares constituting any series, and to fix the rights,
preferences, privileges and restrictions thereof, including dividend rights,
voting rights, redemption and conversion rights and liquidation preferences of
such series, without further action by the shareholders. The issuance of
Preferred Stock with voting and conversion rights may adversely affect the
voting power of the holders of the Common Stock. The Company has no present
plan to issue any shares of Preferred Stock.
Special Provisions of the Articles of Incorporation and Wyoming Law
The provisions of the Articles of Incorporation and the Company's Bylaws,
as amended (the "Bylaws"), summarized in the succeeding paragraphs, may be
deemed to have an anti-takeover effect or may delay, defer or prevent a tender
offer or takeover attempt that a shareholder might consider in such
shareholder's best interest, including those attempts that might result in a
premium over the market price for the shares held by a shareholder. Pursuant
to the Articles of Incorporation, the Board of Directors may, by resolution,
establish one or more series of preferred stock, having such number of shares,
designation, relative voting rights, dividend rates, liquidation or other
rights, preferences and limitations as may be fixed by the Board of Directors
without any further shareholder approval. Such rights, preferences,
privileges and limitations as may be established could have the effect of
impeding or discouraging the acquisition of control of the Company.
Limitation of Director Liability. Wyoming law authorizes a Wyoming
corporation to eliminate or limit the personal liability of a director to the
Company-and its shareholders for monetary damages for breach of certain
fiduciary duties as a director. The Company believes that such a provision is
beneficial in attracting and retaining qualified directors, and accordingly,
its Articles of Incorporation and Bylaws include a provision eliminating a
director's liability for monetary damages for any breach of fiduciary duty as
a director, except: (i) for any breach of the duty of loyalty to the Company
or its shareholders; (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law; (iii) for any
transaction from which the director derived an improper personal benefit; or
(iv) for certain other actions. Thus, pursuant to Wyoming law, the Company's
directors are not insulated from liability for breach of their duty of loyalty
(requiring that, in making a business decision, directors act in good faith
and in the honest belief that the action was taken in the best interest of the
Company), or for claims arising under the federal securities laws. The
foregoing provisions of the Company's Articles of Incorporation and Bylaws may
reduce the likelihood of derivative litigation against directors and may
discourage or deter shareholders or management from bringing a lawsuit against
directors for breaches of their fiduciary duties, even though such an action,
if successful, might otherwise have benefited the Company and its
shareholders. Further, the Company may, but has no present intent to, execute
indemnity agreements with present and future directors and officers for the
indemnification of and advancement of expenses to such persons to the full
extent permitted by law.
<PAGE> 11
Indemnification. To the maximum extent permitted by law, the Articles of
Incorporation and the Bylaws provide for mandatory indemnification of
directors, officers, employees and agents of the Company against all expense,
liability and loss to which they may become subject or which they may incur as
a result of being or having been a director, officer, employee or agent of the
Company. In addition, the Company must advance or reimburse directors and
officers and may advance or reimburse employees and agents for expenses
incurred by them in connection with indemnifiable claims.
Transfer Agent and Registrar
The transfer agent and registrar for the Common Stock is American
Securites Transfer, Inc.
<PAGE> 12
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE
UNDERWRITERS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT
THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS
DATE. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN WHICH IT RELATES. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER
TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information 4
Incorporation of Certain Documents by Reference 4
The Company 5
The Offering 9
Risk Factors 6
Use of Proceeds 9
Selling Shareholders 9
Plan of Distribution 9
Description of Securities 10
</TABLE>
American Nortel Communications, Inc.
7,485,000 Shares of
Common Stock
P R O S P E C T U S
November 22 , 1996
<PAGE> 13
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14.Other Expenses of Issuance and Distribution.
Securities and Exchange Commission Registration Fee 1,746
Miscellaneous* 500
Total $2,246
* Estimated for purposes of this filing.
Item 15.Indemnification of Directors and Officers.
Wyoming Statutes 17-16-851 through 17-16-858 (the "WS") provide that a
Wyoming corporation shall have the power to indemnify directors, officers,
employees and agents and to purchase and maintain liability insurance for
those persons. Articles 17-16-851 and 17-16-856 of the WS empower the Company
to indemnify any director or officer for expenses, including attorneys fees,
judgments, fines and amounts paid in settlement actually and reasonably
incurred in the defense of any action suit or proceeding in which such
director or officer is a party by reason of his position. In no event
however, shall a director or officer be entitled to indemnification in any
action, suit, or proceeding in which such director shall have been found not
to have acted in good faith and in the reasonable belief that his conduct as
such director was in the Company's best interests; and, in the ease of an
officer of the Company, that such officer did not act in good faith and in the
reasonable belief that his conduct was at least not opposed to the Company's
best interests; and in the case of any criminal proceeding, such director or
officer had no reasonable cause to believe his conduct was unlawful.
Moreover, no director shall be indemnified for any obligations arising from
any action, suit, or proceeding in which (i) such director is found liable on
the basis that personal profit was improperly received by him, whether or not
the action resulted from an action taken in his official capacity, or (ii)
such director is found liable to the Company.
The Company's Bylaws provide that the Company shall indemnify each
director or former director and each officer or former officer of the Company
and each person who is or who may have served at its request as a director or
officer of another corporation in which it owned shares of stock or of which
it is a creditor, or as a partner, venturer, proprietor, trustee, employee,
agent or similar functionary of another partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise against
judgments, settlements, penalties and reasonable expenses (including court
costs and attorneys' fees) incurred by him in connection with any claim made
against him or any action, suit, or proceeding in which he is or is threatened
to be made a named defendant or respondent by reason of his being or having
been such director or officer.
The Company shall indemnify such director or officer to the greatest
extent permitted by law for reasonable expenses incurred in connection with
any action, suit, or proceeding in which such director or officer has been
wholly successful in the defense of the proceeding, on the merits or
otherwise, except that if such action, suit, or proceeding was brought by or
on behalf of the Company, indemnification shall be limited to reasonable
expenses actually incurred by such director or officer with respect to such
proceeding; provided, however, that such indemnity shall be conditioned on the
prior determination by a majority of the Board of Directors or a committee
thereof who are not named defendants or respondents in such action, suit, or
proceeding, or special legal counsel appointed thereby, or, solely in the
event the Board of Directors is not able to act and unable to select special
legal counsel, by vote of those shareholders who are not also directors named
as defendant or respondent in such action, suit, or proceeding, that such
director or officer has acted in good faith and in the reasonable belief as to
the best interests of the Company.
<PAGE> 14
If any pending, threatened, or completed proceeding is settled, amounts
paid as indemnification of the settlement shall not exceed reasonable expenses
incurred in connection with the proceeding. The determination by the Board of
Directors, or by independent counsel, and the payment of amounts by the
Company on the basis thereof, shall not prevent a shareholder from challenging
such indemnification by appropriate legal proceedings. Neither shall a
determination by the Board of Directors, a committee thereof, or special legal
counsel appointed thereby, that indemnification is not permissible, prevent a
director or officer from challenging such determination by appropriate legal
proceedings. Reasonable expenses of a director or officer who was, is, or is
threatened to be made a named defendant or respondent in any proceeding shall
be paid in advance before any final disposition following appropriate written
request to the Company.
The Company may purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee, or agent of the Company as a
director, officer, partner, venturer, proprietor, trustee, employee, agent or
similar functionary of another foreign or domestic corporation, partnership,
joint venture, sole proprietorship, trust, employee benefit plan, or other
enterprise, against any liability asserted against him in such a capacity or
arising out of his status as such a person, whether or not the Company would
have the power to indemnify him against that liability.
The foregoing rights and indemnification shall be construed in accordance
with the laws of the State of Wyoming presently in force and as hereinafter
amended. In all events, the Company's Bylaws shall be deemed to grant the
Company's directors and officers the maximum protection consistent with law
and shall be deemed amended from time to time to reflect any changes in such
law. The foregoing shall not be exclusive of any private contractual right of
indemnification, nor shall it limit the same; provided, however, such
contractual agreement shall not be inconsistent with the law presently in
force or hereafter enacted.
Item 16.Exhibits.
<TABLE>
<CAPTION>
Exhibit
Number Identification of Exhibit
- ------- --------------------------------------
<C> <S>
23.1 - Consent of Crouch, Bierwolf & Chisholm
- ------- --------------------------------------
</TABLE>
Item 17.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 l0(a)(3) of
the Securities Act;
(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 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective registration
statement.
<PAGE> 15
(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)(l)(i) and (a)(l)(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 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, 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 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.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or Otherwise, the Company 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
Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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.
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Scottsdale, State of Arizona, on November 22, 1996.
AMERICAN NORTEL COMMUNICATIONS, INC.
/S/ WILLIAM P. WILLIAMS, JR.
__________________________________________
WILLIAM P. WILLIAMS, JR.
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this to the
Registration Statement has been signed by the following persons in the
capacities indicated on November 22, 1996.
Signature Title
/S/ WILLIAM P. WILLIAMS, JR.
_____________________________________ Director, Chairman of the Board of
WILLIAM P. WILLIAMS, JR. Directors, President and Chief
Executive Officer and Secretary
(Principal Executive Officer)
<PAGE> 17
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER IDENTIFICATION OF EXHIBIT PAGE
- ------- -------------------------------------- ------------
<C> <S> <C>
23.2 - Consent of Crouch, Bierwolf & Chisholm
</TABLE>
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement on Form S-3 of our report dated October 9, 1996 included in the
American Nortel Communications, Inc. Form 10-KSB for the year ended June 30,
1995 and to all references to our Firm included in the Registration Statement.
/S/ Crouch, Bierwolf & Chisholm
Crouch, Bierwolf & Chisholm
Salt Lake City, Utah
November 20, 1996
