As filed with the Securities and Exchange Commission on December 9, 1996
Registration No. 33-
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
HUNGARIAN TELECONSTRUCT CORP
(Exact name of registrant as specified in its charter)
Delaware 13-3696015
(State or jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
227 Route 206, Unit 11, Flanders, New Jersey 07836
(201) 927-6560
(Address and telephone number of principal executive offices)
HUNGARIAN TELECONSTRUCT CORP.
INCENTIVE STOCK OPTION PLAN
and
HUNGARIAN TELECONSTRUCT CORP.
MANAGEMENT COMPENSATION PLAN
(Full Titles of the Plans)
Copy to:
Robert Genova Frank R. Cohen, Esq.
Chairman of the Board Cohen & Cohen
Hungarian Teleconstruct Corp. 445 Park Avenue, 15th Floor
227 Route 206, Unit 11 New York, New York 10022
Flanders, New Jersey 07836 (212) 758-9870
(201) 927-6560
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered(2) Per Share(1) Offering Price(3) Fee
- ------------------- -------------- ------------ ---------------- -------
Common Stock(1)...... 775,000 $3.00 $2,325,000 $705
(See footnotes on next page)
<PAGE>
(Footnotes from cover page)
(1) Estimated solely for the purpose of calculating the registration fee
based on the average of the high and low sale prices as reported in
the NASDAQ reporting system on December 6, 1996.
(2) Consists of 775,000 shares of Common Stock, par value $.001 per
share ("Common Stock"), issuable upon the exercise of options
awarded prior to the date of this prospectus to purchase shares of
Common Stock under either the Hungarian Teleconstruct Corp.
Incentive Stock Option Plan (the "Incentive Plan") or Hungarian
Teleconstruct Corp. Management Compensation Plan (the "Management
Plan").
Note: This Registration Statement, pursuant to Instruction C of
Form S-8 includes as Part I hereof the form of Prospectus for
the resale of shares of Common Stock issuable under the
Incentive and the Management Plans. The documents comprising
the Prospectus for the offer and sale of shares of Common Stock
under the Incentive and the Management Plans have been omitted
in accordance with the instructions to Form S-8.
<PAGE>
Subject to Completion, dated December 9, 1996
PROSPECTUS
HUNGARIAN TELECONSTRUCT CORP.
775,000 Shares of Common Stock
This prospectus relates to the offering of 775,000 shares (the "Shares")
of Common Stock, par value $.001 per share (the "Common Stock") of
Hungarian Teleconstruct Corp., a Delaware corporation (the "Company"),
which may be offered for sale from time to time by certain shareholders
of the Company (the "Selling Shareholders") as described herein under the
heading "Selling Shareholders." All of the 775,000 shares are issuable upon
the exercise of outstanding stock options issued pursuant to the Company's
Incentive Stock Option Plan ("Incentive Plan") and Management Compensation
Plan ("Management Plan").
The distribution of the Shares by the Selling Shareholders may be
effected from time to time in one or more transactions on a securities
exchange, in negotiated transactions or otherwise, at market prices
prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices. The Selling Shareholders will
pay all underwriting discounts and selling commissions, if any, incurred
in connection with the sale of the Shares. The Company will not receive
any of the proceeds from the sale of the Shares. The Common Stock is listed
on the Boston Stock Exchange under the symbol HTE and quoted on the NASDAQ
SmallCap Market system under the symbol HTEL.
THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE 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 December 9, 1996
<PAGE>
No person is authorized to give any information or to make any
representation is connection with the offer and sale of the shares of
Common Stock that are the subject of this Prospectus other than those
contained or incorporated by reference herein and, if given or made, any
such information or representation must not be relied upon as having been
authorized by the Company. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any securities other than those
to which it relates, or an offer to sell or a solicitation of an offer to
buy the securities in any jurisdiction to any person to whom it would be
unlawful to make such offer or solicitation in such jurisdiction. 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.
Available Information
The Company is subject to the informational requirements of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act") and
in accordance therewith files reports and other information with
Securities and Exchange Commission (the "SEC"). Such reports, proxy
statements and other information concerning the Company can be inspected
and copied at the public reference facilities maintained by the maintained
by the SEC at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549;
at its Regional Offices located at 7 World Trade Center, Suite 1300,
New York, New York 10007; and at 500 West Madison Street, Chicago,
Illinois 60661-2511. Copies of such material can also be obtained
from the Public Reference Section of the Securities and Exchange Commission,
450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. The
Corporation's Common Stock is quoted and traded on the NASDAQ SmallCap
Market and is listed on the Boston Stock Exchange.
A Registration Statement under the Securities Act of 1933, as amended
(the "Securities Act"), has been filed with the SEC with respect to the
shares of Common Stock offered hereby. This Prospectus has been filed as a
part of the Registration Statement, and does not contain all informatio
n set forth in the Registration Statement and the exhibits thereto. The
Registration Statement and exhibits thereto, copies of which may be
inspected at the offices of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, or obtained from the Commission at the same address
at prescribed rates.
Incorporation by Reference
The following documents filed with the SEC pursuant to the Exchange Act
are hereby incorporated by reference in this Prospectus. except as superseded
or modified as described herein:
1. The Company's Annual Report on Form 10-KSB for the year ended December
31, 1995.
2. The Company's Quarterly Reports on Form 10-QSB for the quarters ended
March 31, 1996, June 30, 1996, and September 30, 1996.
3. The Company's proxy statement dated May 15, 1995 with respect to its
Annual Meeting of Shareholders held on June 8, 1996.
4. The description of Common Stock contained in the Company's
Registration Statement filed under Section 12(b) of the Exchange Act,
including any amendment or reports filed for the purpose of updating such
description. See "Description of Common Stock" in this Prospectus for a
description of the Company's Common Stock.
All documents filed by the Company pursuant to Sections 13, 14 and 15(d)
of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Shares shall be deemed to be
incorporated by reference in this Prospectus and to be part hereof from
the date of filing of such documents. Any statement contained in any
incorporated document shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained in
any other incorporated document subsequently filed (or in this Prospectus,
with respect to an incorporated document filed prior to the filing hereof),
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or supersede, to
constitute a part of this Prospectus.
Any person to whom a copy of this Prospectus is delivered may obtain
without charge, upon written or oral request, a copy of any of the documents
incorporated by reference herein, except for the exhibits to such documents
that are not specifically incorporated by references into such documents.
Requests for copies of such documents should be directed to Frank R. Cohen,
Treasurer and Secretary, Hungarian Teleconstruct Corp., 227 Route 206,
Unit 11, Flanders, New Jersey 07836, telephone number (201) 927-6560.
<PAGE>
The Company
The Company and its subsidiaries are engaged primarily in the
construction of buildings and in the process of becoming an Internet Service
Provider business in Hungary.
The address of the principal executive offices of the Company is 227
Route 206, Unit 11, Flanders, New Jersey 07836; telephone number is
(201) 927-6560.
Use of Proceeds
The Company will not receive any proceeds from the sale of the shares of
Common Stock offered hereby.
Description of Common Stock
The Company's authorized capital stock consists of 10,000,000 shares of
Common Stock, par value $.001 per share. The holders of shares of Common
Stock are entitled to one vote for each share held of record on all matters
submitted to a vote of stockholders and are entitled to receive dividends
when and as declared by the Board of Directors out of funds legally available
therefore for distribution to the holders of Common Stock and to share
ratably in the assets legally available for distribution to the holders
of Common Stock in the event of the liquidation or dissolution, whether
voluntary or involuntary of the Company. Holders of Common Stock do not have
cumulative voting rights in the election of directors and have no preemptive,
subscription or conversion rights. The Common Stock is not subject to
redemption by the Company.
Transfer Agent
The transfer agent and registrar of the Common Stock is American Stock
Transfer and Trust Company, 40 Wall Street, New York, New York 10005.
Selling Shareholders
The Shares that may be offered for sale from time to time by the Selling
Shareholders consist of shares that are issuable to the Selling Shareholders
on the exercise of options acquired by the Selling Shareholders prior to the
date hereof under the Company's Incentive Stock Option Plan and Management
Compensation Plan. The following table sets forth certain information with
respect to the ownership of options to purchase shares of Common Stock by
each Selling Shareholder as of December 9, 1996.
Management Plan Options
Peter E. Klenner................ 250,000
Robert Genova................... 175,000
Frank R. Cohen.................. 35,000
Radio Telephony
Communications, Inc............ 50,000
Total................. 510,000 510,000
Incentive Plan Options
Robert Genova................... 85,000
Frank R. Cohen................. 75,000
Donald K. Roberton.............. 40,000
Peter E. Klenner................ 35,000
Richard G. Maresca.............. 20,000
John B. Ryan.................... 10,000
Total................. 265,000 775,000
<PAGE>
Plan of Distribution
The Selling Shareholders have advised the Company that they wish to be in
a position to sell the Shares offered hereby from time to time in the event
their options are exercised. The number of Shares that actually may be sold
by the Selling Shareholders will be determined by each Selling Shareholder
and will depend on a number of factors, including the market price of the
Common Stock and the Selling Shareholders' personal financial circumstances.
The distribution of the Shares by the Selling Shareholders may be
effected from time to time in one or more transactions on a securities
exchange, in negotiated transactions or otherwise, at market prices
prevailing at the time of the sale, at prices related to such prevailing
market prices or at negotiated prices.
Each of the Selling Shareholders will be selling the Shares for his own
account. The Company will not receive any of the proceeds from the sale of
the Shares.
The Company intends to maintain the effectiveness of the Registration
Statement (of which this Prospectus is a part) during the period commencing
on the date hereof and ending at such time as all the Shares are sold or the
Company delivers to the Selling Shareholders an opinion of counsel to the
effect that the Shares may be sold without compliance with the registration
requirements of the Securities Act. The Company is bearing all expenses
incurred in connection with the registration of the Shares.
Experts
The consolidated financial statements incorporated by reference in this
Prospectus have been audited by BDO Seidman LLP, independent certified public
accountants, to the extent and for the periods set forth in their reports
incorporated herein by reference, and are incorporated herein in reliance
upon such reports given upon the authority of said firm as experts in
accounting and auditing.
Indemnification
Under the Company Bylaws, each person who was or is made a party or is
threatened to be made a party to any action, suit or proceeding by reason
of the fact he is or was a director or officer of the Company is entitled
to indemnification by the Company to the fullest extent permitted by the
Delaware General Corporation Law against all expense, liabilities and loss
(including attorneys' fees, judgments, fines or penalties and amounts paid
in settlement) reasonably incurred or suffered by such person in connection
therewith, including liabilities arising under the Securities Act. These
indemnification rights include the right to be paid by the Company the
expenses incurred in defending any action, suit or proceeding in advance
of its final disposition, subject to the receipt by the Company of an
undertaking by or on behalf of such person to repay all amounts so advanced
if it is ultimately determined that he is not entitled to be indemnified.
These indemnification rights under the Bylaws are not exclusive of any other
indemnification right which any person may have or acquire.
Section 145 of the General Corporation Law of the State of Delaware
permits indemnification of a director, officer, employee, or agent of a
corporation who acted in good faith in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. In all proceedings other than those
by or in the right of the corporation, this indemnification covers expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by the indemnified person. In actions
brought by or in the right of the corporation (such as derivative actions),
Section 145 provides for indemnification against expenses only
and, unless a court determines otherwise, only in respect of a claim as to
which the person is not judged liable to the corporation.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the SEC such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.
<PAGE>
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents, heretofore filed by Hungarian Teleconstruct
Corp. (the "Registrant") with the Securities and Exchange Commission
(the "SEC") pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), are incorporated by reference in this Registration
Statement, except as superseded or modified as described herein:
(a) The Registrant's Annual Report on Form 10-KSB for the year ended
December 31, 1995.
(b) The Registrant's Quarterly Reports on Form 10-QSB for the quarters
ended March 31, 1996, June 30, 1996 and September 30, 1996.
(c) The Registrant's proxy statement dated May 15, 1995 with respect to its
Annual Meeting of Shareholders held on June 8, 1996.
(d) The description of Common Stock contained in the Registrant's
registration statement filed under Section 12(b) of the Exchange Act,
including any amendments or reports filed for the purpose of updating such
description. See "Description of Common Stock" in this Prospectus.
All documents subsequently filed by the Registrant pursuant to Sections
13, 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment that indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents. Any statement contained
in any incorporated document shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained in any other incorporated document subsequently filed (or in this
Registration Statement, with respect to an incorporated document filed prior
to the filing hereof), 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
Not applicable.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
Under Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL"), a corporation may indemnify any person who was or is a party,
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding by reason of the fact that such person is or was
a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee
or agent of another enterprise, if such person acted in good faith in a
manner he reasonably believed to be in or not opposed to the best interests
of the corporation and, with respect to any criminal action or proceeding,
such person had no reasonable cause to believe that his conduct was unlawful,
except that, in the case of any action or suit by or in the right of the
corporation, no indemnification is permitted if the person shall be adjudged
liable to the corporation (other than indemnification for such expenses as
a court shall determine such person is fairly and reasonably entitled).
Article Tenth of the Registrant's Bylaws requires indemnification of
directors and officers to the fullest extent permitted by the DGCL.
Article Ninth of the Registrant's Certificate of Incorporation provides
that a director of the Registrant is not personally liable to the Registrant
or its stockholders for monetary damages for breach of fiduciary duty as
a director, except for liability (i) for breach of the director's duty of
loyalty to the Registrant or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction
from which the director derived an improper personal benefit.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement
(or the most recent post-effective amendment hereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration
Statement; and
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this 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 clauses is contained in
periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in this
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, herein
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) The undersigned registrant hereby undertakes that for the purpose of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13 or 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers
and controlling persons of the undersigned Registrant pursuant to the
foregoing provisions, or otherwise, the undersigned Registrant has been
advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
<PAGE>
Item 9. Exhibits
Exhibit
Number Description Reference
------- ----------- ---------
5.1 Opinion of Cohen & Cohen Filed herewith
23.1 Consent of Cohen & Cohen Contained in Exhibit 5.1
23.2 Consent of BDO Seidman Filed herewith
<PAGE>
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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the 9th day of
December 1996.
HUNGARIAN TELECONSTRUCT CORP
/s/Robert Genova
---------------------------
By Robert Genova
Chairman of the Board
EXHIBIT 5
December 2, 1996
Board of Directors
Hungarian Teleconstruct Corp.
227 Route 206, Unit 11
Flanders, New Jersey 07836
Re: Registration Statement on Form S-8
Gentlemen:
This opinion is being furnished to you in connection with the
proposed offer and sale by Hungarian Teleconstruct Corp., a Delaware
corporation (the "Corporation"), of up to 775,000 shares (the "Shares")
of Common Stock, par value $.001 per share (the "Common Stock"), of the
Corporation that may be originally issued under the terms of the
Corporation's Incentive Stock Option Plan (the "Incentive Plan") and the
Company's Management Compensation Plan (the "Management Plan"), pursuant
to a Registration Statement on Form S-8 (the "Registration
Statement") to be filed by the Corporation with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended,
on or about the date hereof.
We have acted as counsel to the Corporation in connection with the
preparation of the Registration Statement, and have examined signed copies
of the Registration Statement. We have also examined and relied upon
copies of minutes of meetings of the Board of Directors of the Corporation
relating to the adoption of the Incentive Stock Option Plan and the
Management Compensation Plan and the authorization of the Shares.
We also have examined originals or copies, certified otherwise
identified to our satisfaction, of such other documents, and have made
such other investigations, as we have deemed necessary to form a basis
for the opinions hereinafter expressed. In making such examination, we have
assumed the genuineness of the signatures, the legal capacity of all
natural persons, the authenticity of all documents submitted to us as
originals and the conformity to original documents of copies submitted
to us, whether certified or not. As to all matters of fact relevant to our
opinion, we also have relied exclusively, without independent investigation
or verification, upon the foregoing documents and on the certificates of
public officials and officers of the Company.
Based upon the foregoing, we are of the opinion that the Shares
have been duly authorized and, upon the issuance thereof in accordance with
the terms of the Incentive Stock Option Plan and the Management Compensation
Plan, the Shares will be validly issued, fully paid and nonassessable.
It is understood that this opinion is to be used only in connection
with the offer and sale of the Shares under the Plans and only while the
Registration Statement is in effect.
Very truly yours,
COHEN & COHEN
Frank R. Cohen
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting a part of this Registration Statement of
Hungarian Teleconstruct Corp. on Form S-8 of our report dated March 11,
1996 relating to the consolidated financial statements of Hungarian
Teleconstruct Corp. and subsidiaries appearing in the Annual Report on
Form 10-KSB of Hungarian Teleconstruct Corp. for the year ended
December 31, 1995.
We also consent to the reference to us under the caption
"Experts" in the Prospectus.
/s/ Adam Roth
----------------
BDO Seidman LLP
Dated: New York, New York
December 9, 1996
