<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
NET TELECOMMUNICATIONS, INCORPORATED
------------------------------------
(Exact Name of Registrant as Specified in its Charter)
NEVADA 87-0297202
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
8170 West Sahara Avenue, Suite 203
Las Vegas, Nevada 89117
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(Address of Principal Offices)
Consultant Compensation Agreement No. 1
---------------------------------------
(Full Title of the Plan)
Michael W. Gorts
8170 West Sahara Avenue, Suite 203
Las Vegas, Nevada 89117
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(Name and Address of Agent for Service)
(702) 256-9956
(Telephone Number, Including Area Code, of Agent for Service)
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, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
REINVESTMENT PLANS, CHECK THE FOLLOWING BOX: [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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<S> <C> <C> <C> <C>
Title of Each Proposed Proposed
Class of Maximum Maximum Amount of
Securities to Amount to Price per Aggregate Registration
be Registered be Registered Unit/Share Offering Price Fee
- ------------------------------------------------------------------------------
$0.001 par
value common
voting stock $750,000 $0.01 $7,500 $100
==============================================================================
</TABLE>
1 Calculated according to Rule 230.457(h) of the Securities and Exchange
Commission, based upon the agreed value of the services to be rendered for
the common stock to be issued under the Plan.
<PAGE> 2
PART II
Information Required in the Registration Statement
--------------------------------------------------
Item 3. Incorporation of Documents by Reference.
- -------------------------------------------------
The following documents are incorporated by reference into this
Registration Statement and made a part hereof, to wit:
(a) The Registrant's latest annual report for the calendar year
ending December 31, 1995;
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act") since
the end of such calendar year and during the preceding twelve
months;
(c) Not applicable.
All documents subsequently filed by the 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 which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall also be
deemed to be incorporated by reference into this Registration Statement and made
a part hereof from the date of the filing of such documents.
Item 4. Description of Securities.
- -----------------------------------
The Registrant is authorized to issue one class of securities, being
comprised of $0.001 par value common voting stock.
The holders of the $0.001 par value common stock of the Registrant
have traditional rights as to voting, dividends and liquidation. All shares of
common stock are entitled to one vote on all matters; there are no pre-emptive
rights and cumulative voting is not allowed. The common stock is not subject to
redemption and carries no subscription or conversion rights. In the event of
liquidation of the Registrant, the holders of common stock are entitled to share
equally in corporate assets after satisfaction of all liabilities.
Item 5. Interest of Named Experts and Counsel.
- -----------------------------------------------
Branden T. Burningham, Esq., who has prepared this Registration
Statement, the Plan, and an Opinion regarding the authorization, issuance and
fully-paid and non-assessable status of the securities covered by this
Registration Statement, owns no common stock of the Registrant and is not
deemed to be an affiliate of the Registrant or a person associated with an
affiliate of the Registrant.
Item 6. Indemnification of Directors and Officers.
- ---------------------------------------------------
Under the Nevada Revised Statutes a corporation has the power to
indemnify any person who is made a party to any civil, criminal, administrative
or investigative proceeding, other than an action by or in the right of the
corporation, by reason of the fact that such person was a
<PAGE> 3
director, officer, employee or agent of the corporation, against expenses,
including reasonable attorneys' fees, judgments, fines and amounts paid in
settlement of any such actions; provided, however, in any criminal proceeding,
the indemnified person shall have had no reason to believe the conduct committed
was unlawful.
It is the position of the Securities and Exchange Commission (the
"Commission") that indemnification against liabilities for violations under the
federal securities laws, rules and regulations is against public policy.
See subparagraph (h) of Item 9 below.
Item 7. Exemption from Registration Claimed.
- ---------------------------------------------
None; not applicable.
Item 8. Exhibits.
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<TABLE>
<CAPTION>
Exhibit
Number
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<S> <C>
5 Opinion regarding Legality
23.1 Consent of Branden T. Burningham, Esq.
23.2 Consent of Jones, Jensen & Company,
Certified Public Accountants
</TABLE>
Item 9. Undertakings.
- ----------------------
The undersigned Registrant hereby undertakes:
(a) (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 (the
"1933 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; and
(iii) To include any additional or changed 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, only to the extent required
by the general rules and regulations of the
Commission.
<PAGE> 4
(2) That, for the purpose of determining any liability under
the 1933 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.
(b) That for purposes of determining any liability under the 1933
Act, 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.
(h) Insofar as indemnification for liabilities arising under the
1933 Act, as amended, may be permitted to directors, executive
officers and controlling persons of the Registrant as outlined
above or otherwise, the Registrant has been advised that in the
opinion of the Commission, such indemnification is against
public policy as expressed in the 1933 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,
executive officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, executive 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 of whether such
indemnification by it is against public policy as expressed in
the 1933 Act and will be governed by the final adjudication of
such issue.
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the 1933 Act, 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 Las Vegas, State of Nevada, on July 19, 1996.
REGISTRANT:
By: /s/ Michael W. Gorts
--------------------
Michael W. Gorts
President and Director
Pursuant to the requirements of the 1933 Act, this Registration
Statement has been signed by the following persons (who constitute a majority of
the members of the Board of Directors of the Registrant) in the capacities and
on the date indicated.
Date: 7-19-96 By: /s/ Michael W. Gorts
--------------------
Michael W. Gorts
President and Director
Date: 7-19-96 By: /s/ Robert Briare
-----------------
Robert Briare
Secretary/Treasurer and Director
Date: 7-19-96 By: /s/ Tony Tegano
---------------
Tony Tegano
Director
Date: 7/19/96 By: /s/ Lonnie Ellis
----------------
Lonnie Ellis
Director
<PAGE> 6
Registration No. 33-2279-D
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
----------------------------
NET TELECOMMUNICATIONS, INCORPORATED
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number
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<S> <C>
5 Opinion regarding Legality
23.1 Consent of Branden T. Burningham, Esq.
23.2 Consent of Jones Jensen & Company,
Certified Public Accountants
</TABLE>
<PAGE> 1
BRANDEN T. BURNINGHAM
ATTORNEY AT LAW
455 EAST FIFTH SOUTH, SUITE 205
SALT LAKE CITY, UTAH 84111
ADMITTED IN UTAH AND CALIFORNIA TELEPHONE: (801) 363-7411
FACSIMILE: (801) 355-7126
July 18, 1996
Net Telecommunications, Incorporated
8170 West Sahara Avenue, Suite 203
Las Vegas, Nevada 89117
Re: Opinion concerning the legality of the securities to be issued
pursuant to the Registration Statement on Form S-8 to be filed
by Net Telecommunications, Incorporated, a Nevada corporation
Board of Directors:
As counsel for Net Telecommunications, Incorporated, a Nevada
corporation (the "Company"), and in connection with the issuance of 750,000
shares of the Company's $0.001 par value common stock to five individual
consultants (the "Securities") pursuant to a Plan you have designated as
"Consultant Compensation Agreement No. 1" (the "Plan"), I have been asked to
render an opinion as to the legality of these Securities, which are to be
covered by a Registration Statement to be filed by the Company on Form S-8 of
the Securities and Exchange Commission (the "Commission"), and as to which this
opinion is to be filed as an exhibit.
As you are aware, no services to be performed and billed to you which
are in any way related to a "capital raising" transaction may be paid by the
issuance of Securities pursuant to the Plan.
In connection with rendering my opinion, which is set forth below, I
have reviewed and examined originals or copies of the following documents, to
wit:
1. Articles of Incorporation;
2. By-laws;
3. Annual Report on Form 10-KSB for the calendar year ending
December 31, 1995;
4. Quarterly Reports on Form 10-QSB for the past twelve months;
5. A copy of the Plan;
6. The Joint Consent of Directors and Majority Stockholders
adopting the Plan, designating the name of the Plan and the name, address and
telephone number of the Plan's Agent; and
7. Form 8-K Current Report, dated July 5, 1996.
I have also examined various other documents, books, records,
instruments and certificates of public officials, directors, executive officers
and agents of the Company, and have made such investigations as I have deemed
reasonable, necessary or prudent under the circumstances. Also, in rendering
this opinion, I have reviewed various statutes and judicial precedence as I have
deemed relevant or necessary.
<PAGE> 2
Further, as counsel for the Company, I have discussed the items relied
upon in rendering this opinion and the documents I have examined with one or
more directors and executive officers of the Company, and in all instances, I
have assumed the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to me as originals, the
conformity with the original documents of all documents submitted to me as
certified or photostatic copies and the authenticity of the originals of such
copies. I have further assumed that the recipients of these Securities under the
Plan will have paid the consideration required under the terms of the Plan prior
to the issuance of the Securities, and that none of the services performed by
the recipients shall be related to "capital raising transactions."
I have also provided the individual participants in the Plan with a
copy of the documents enumerated in paragraphs 3 through 6, inclusive, above.
Based upon the foregoing and in reliance thereon, it is my opinion
that, subject to the limitations set forth in the Plan, the Securities to be
issued pursuant to the Plan will, upon their issuance and delivery to the
recipients thereof, after receipt of full payment therefor, be deemed duly and
validly authorized, legally issued and fully paid and non-assessable. This
opinion is expressly limited in scope to the Securities described herein and
which are to be expressly covered by the above referenced Registration Statement
and does not cover any subsequent issuances of any securities to be made in the
future pursuant to any other plans, if any, pertaining to services performed in
the future. Any such transactions are required to be included in a new
Registration Statement or a post-effective amendment to the above referenced
Registration Statement, which will be required to include a revised or new
opinion concerning the legality of the Securities to be issued.
Further, this opinion is limited to the corporate laws of the State of
Nevada and the securities laws, rules and regulations of the United States, and
I express no opinion with respect to the laws of any other jurisdiction.
I consent to the filing of this opinion with the Commission as an
exhibit to the above referenced Registration Statement; however, this opinion is
not to be used, circulated, quoted or otherwise referred to for any other
purpose without my prior written consent.
This opinion is based upon my knowledge of the law and facts as of
the date hereof, and I assume no duty to communicate with you with respect to
any matter which may hereafter come to my attention.
Yours very sincerely,
/s/ Branden T. Burningham
<PAGE> 1
BRANDEN T. BURNINGHAM
ATTORNEY AT LAW
455 EAST FIFTH SOUTH, SUITE 205
SALT LAKE CITY, UTAH 84111
ADMITTED IN UTAH AND CALIFORNIA TELEPHONE: (801) 363-7411
FACSIMILE: (801) 355-7126
July 23, 1996
U.S. Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Consent to be named in the S-8 Registration Statement of Net
Telecommunications, Incorporated, a Nevada corporation (the "Registrant"),
SEC File No. 33-2279-D, to be filed on or about July 25, 1996, covering the
registration and issuance of 750,000 shares of common stock to five
individual consultants.
Ladies and Gentlemen:
I hereby consent to be named in the above referenced Registration Statement
of the Registrant.
Sincerely yours,
/s/ Branden T. Burningham
cc: Net Telecommunications, Incorporated
<PAGE> 1
A PARTNERSHIP OF JONES, JENSEN MEMBERS
PROFESSIONAL CORPORATIONS & COMPANY AMERICAN INSTITUTE OF
R. Gordon Jones, CPA, PC ---------------- CERTIFIED PUBLIC
Mark F. Jensen, CPA, PC CERTIFIED PUBLIC ACCOUNTANTS ACCOUNTANTS
UTAH ASSOCIATION OF
CERTIFIED PUBLIC
ACCOUNTANTS
SEC PRACTICE SECTION
PRIVATE COMPANIES
PRACTICE SECTION
INDEPENDENT
ACCOUNTANTS
INTERNATIONAL
July 19, 1996
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our audit
report dated February 13, 1996 (and to all referenced to our Firm) included in
the Form 10K-SB and incorporated by reference in the Form S-8 registration
statement of Net Telecommunications, Incorporated (Formerly Silver Ledge, Inc.).
/s/ Jones, Jensen & Company
