Electronically Transmitted to the Securities and Exchange Commission on
December 28, 2000
Registration No. 333-_______
===========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
DIAL-THRU INTERNATIONAL CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 75-2461665
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Roger D. Bryant
700 South Flower, Suite 2950 700 South Flower, Suite 2950
Los Angeles, California 90017 Los Angeles, California 90017
(213) 627-7599 (213) 627-7599
(Address, including zip code, (Name, address, including zip code,
and telephone number, including and telephone number, including
area code, of registrant's area code, of agent
principal executive offices) of service)
____________
Copy to:
Donald H. Meiers, Esq.
Holland & Knight LLP
2100 Pennsylvania Avenue, Suite 400
Washington, D.C. 20037
(202) 955-3000
____________
Approximate date of commencement of proposed sale to the public:
From time to time as described in the Prospectus after the effective date
of this Registration Statement.
____________
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
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 (the "Securities Act"), other than securities offered
only in connection with dividend or interest reinvestment plans, check the
following box. [ X ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
_____________
<PAGE>
CALCULATION OF REGISTRATION FEE
===========================================================================
Title of Each Class Amount To Proposed Proposed Amount of
of Securities to be Be Maximum Maximum Registration
Registered Registered Offering Price Aggregate Fee
(1) (2) Per Share (3) Offering
Price (3)
---------------------------------------------------------------------------
Common Stock ($.001 2,254,285 .9995 $2,253,158 $595
par value)
===========================================================================
(1) The number of shares of Common Stock offered pursuant to this
Registration Statement are as follows: (i) 300,000 shares, representing the
number of shares of Common Stock issuable upon the exercise of a warrant
issued to Founders Equity Group ("Founders") pursuant to a consulting
agreement dated December 12, 2000; plus (ii) 250,000 shares, representing
the number of shares of Common Stock issuable upon conversion of our
Convertible Notes issued February 4, 2000 (the "Convertible Notes"); plus
(iii) 125,000 shares, representing the number of shares of Common Stock
issuable upon the exercise of Contingent Warrants issued February 4, 2000 to
the purchasers of our Convertible Notes; plus (iv) 125,000 shares,
representing the number of shares of Common Stock issuable upon the exercise
of Common Stock Purchase Warrants issued February 4, 2000 to the purchasers
of our Convertible Notes; plus (v) 50,000 shares, representing the number
of shares of Common Stock issuable upon the exercise of warrants issued
January 11, 1999 to Henry Hermann in connection with his service as a
consultant; plus (vi) 1,404,285 shares, representing the number of shares
of Common Stock held by the other Selling Shareholders on the effective date
of this registration statement.
(2) The registration statement also includes an indeterminate number of
additional shares of Common Stock that may become offered, issuable or sold
to prevent dilution resulting from stock splits, stock dividends and
conversion price or exercise price adjustments, which are included pursuant
to Rule 416 under the Securities Act.
(3) Estimated solely for the purpose of calculating the registration fee
based upon the average of the high and low prices report on the OTC Bulletin
Board on December 21, 2000 in accordance with Rule 457(c) promulgated under
the Securities Act of 1933.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(A) OF THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
===========================================================================
<PAGE>
+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+ The information in this Prospectus is not complete and may be changed. We +
+ may not sell these securities until the registration statement filed with +
+ the Securities and Exchange Commission is effective. This prospectus is not +
+ an offer to sell these securities and is not soliciting an offer to buy +
+ these securities in any state where the offer or sale is not permitted. +
+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
PROSPECTUS
SUBJECT TO COMPLETION, DATED DECEMBER 27, 2000
2,254,285 SHARES
DIAL-THRU INTERNATIONAL CORPORATION
COMMON STOCK
__________
This Prospectus relates to up to 2,254,285 shares of Common Stock of
Dial-Thru International Corporation, a Delaware corporation, which may be
sold from time to time by the selling shareholders listed on page 10, or
their transferees, pledgees, donees or successors. The number of shares of
Common Stock that we actually issue, and thus the number of shares that may
be sold hereunder, may be greater than 2,254,285 because of the anti-
dilution provisions contained in certain warrants described in this
Prospectus.
The selling shareholders may sell all or any portion of their shares of
Common Stock in one or more transactions through ordinary brokerage
transactions, in private, negotiated transactions, or through any other
means described in the section entitled "Plan of Distribution" beginning on
page 11. The selling shareholders are selling these shares for their own
accounts at prices related to the prevailing market prices or at negotiated
prices. We will not receive any of the proceeds from the sale of the shares
by the selling shareholders, but will pay all registration expenses. The
selling shareholders will pay all selling expenses, including all
underwriting discounts and selling commissions.
Our Common Stock is traded on the OTC and is quoted on the OTCBB under
the symbol "DTIX".
________
INVESTING IN OUR COMMON STOCK INVOLVES SIGNIFICANT RISKS. SEE "RISK
FACTORS" BEGINNING ON PAGE 7.
________
We may amend or supplement this Prospectus from time to time by filing
amendments or supplements as required. You should read this entire
Prospectus and any amendments or supplements carefully before you make your
investment decision.
________
Our principal executive offices are located at 700 South Flower, Suite
2950, Los Angeles, California 90017, and our telephone number is (213) 627-
7599.
________
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or determined if
this Prospectus is truthful or complete. Any representation to the contrary
is a criminal offense.
________
The Date Of This Prospectus Is December 27, 2000
<PAGE>
TABLE OF CONTENTS
Page
----
WHERE YOU CAN FIND MORE INFORMATION 3
THE COMPANY 5
RISK FACTORS 7
USE OF PROCEEDS 10
SELLING SHAREHOLDERS 10
PLAN OF DISTRIBUTION 11
LEGAL OPINION 11
EXPERTS 12
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission (the "SEC").
You may read and copy any document we file at the SEC's public reference
room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference rooms.
Our SEC filings are also available to the public from the SEC's web site at
http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we have
filed with it, which means that we can disclose important information to you
by referring you to those documents. The information incorporated by
reference is considered to be part of this Prospectus, and information that
we file later with the SEC will automatically update and supersede this
information. We incorporate by reference into this Prospectus the following
documents listed below and any future filings that we make with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934:
(1) Our Annual Report on Form 10-K for the year ended October 31, 1999
filed on January 31, 2000;
(2) Our Quarterly Report on Form 10-Q for the quarter ended January
31, 2000 filed on March 16, 2000;
(3) Our Quarterly Report on Form 10-Q for the quarter ended April 30,
2000 filed on June 14, 2000;
(4) Our Quarterly Report on Form 10-Q for the quarter ended July 31,
2000 filed on September 14, 2000;
(5) Current Report on Form 8-K filed November 17, 1999;
(6) Amended Current Report on Form 8-K filed January 18, 2000; and
(7) The description of our Common Stock included in the Company's
Registration Statement on Form 10 filed with the SEC on January 6,
1994, including any other amendment or report filed for the
purpose of updating such information.
<PAGE>
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Dial-Thru International Corporation
700 South Flower, Suite 2950
Los Angeles, California 90017
Attn: Corporate Secretary
Telephone: (213) 627-7599
www.dialthru.com
You should rely only on information incorporated by reference or
provided in this Prospectus and any prospectus supplement. No one (including
any salesman or broker) is authorized to provide oral or written information
about this offering that is not included in this Prospectus.
FORWARD-LOOKING INFORMATION
This Prospectus, including the information incorporated by reference,
contains forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Actual
results could differ materially from those projected in the forward-looking
statements as a result of the risk factors beginning on page 7 and others,
certain of which may be detailed from time to time in our periodic reports
filed with the SEC.
<PAGE>
As used in this Prospectus, unless the context requires otherwise, "we"
or "Dial-Thru" or "DTI" or the "Company" means Dial-Thru International
Corporation.
THE COMPANY
Dial-Thru is a facilities-based, global Internet Protocol (IP)
communications company providing connectivity to international markets
experiencing significant demand for IP enabled services. We provide a
variety of international telecommunications services targeted to small and
medium sized enterprises (SME's) that include the transmission of voice and
data traffic and the provision of Web-based and other communications
services. We utilize Voice over Internet Protocol (VoIP) packetized voice
technology (and other compression techniques) to improve both cost and
efficiencies of telecommunication transmissions, and are developing a
private IP Telephony network. We utilize state-of-the-art digital fiber
optic cable, oceanic cable transmission facilities, international satellites
and the Internet to transport our communications.
IP Telephony, or Voice over Internet Protocol (VoIP), is voice
communication that has been converted into digital packets and is then
addressed, prioritized, and transmitted over any form of broadband network
utilizing the technology that makes the Internet possible. These
technologies allow us to transmit voice communications with the same high-
density compression as networks initially designed for data transmission,
and at the same time utilize a common network for providing customers with
data and enhanced Web-based services.
We primarily focus on markets where competition is not as keen, thereby
giving us opportunities for greater profit margin. These markets include
regions where deregulation of telecommunications services has not been
completed and smaller markets that have not attracted large multi-national
providers. South Africa, Asia, and parts of South America offer the
greatest abundance of these target markets.
Cooperating with overseas carriers and the incumbent, usually
government owned, telephone companies, gives us better opportunities to
engage in co-branding of jointly marketed products, including IP based
enhancements that it has developed, rather than simply basing a strategy on
pricing arbitrage. As a result, we are proactively invited to participate
rather than reactively prevented from entering new markets.
<PAGE>
Unlike many new VoIP carriers in the market today, we are focused on
retail telecommunications sales to business customers, including enhanced
product offerings, not just wholesale voice traffic. A portfolio of
enhanced offerings provide us with the opportunity for higher profit margins
and better customer loyalty, thus making us less susceptible to competitive
forces and market churn.
In tandem with overseas partners, we are deploying a "book-end"
strategy targeting markets at both ends of international circuits. As an
example, while cooperating with our partners to target the SME market in a
selected foreign region, we also target corresponding expatriates and
foreign owned businesses back in the US. By providing these services in
cooperation with the carrier that will ultimately terminate the calls in the
caller's "home" country, we enjoy reduced facilities costs, increased
economies of scale, lower customer acquisition costs, and higher customer
retention.
Focusing on cooperation in emerging markets also gives us the added
benefit of being able to develop and exploit labor cost advantages not found
in industrial markets. For example, we plan to develop new and extremely
low-cost call center applications that will tie into and enhance our new Web
and VoIP applications. Relying on VoIP and IP, rather than traditional
voice technology, we ensure that our network infrastructure is extremely
cost-effective and state-of-the-art. These are assets that not only help to
build our business, but also make it more attractive as a potential partner
to overseas carriers and incumbent telephone companies.
Our principal executive offices are located at 700 South Flower, Suite
2950, Los Angeles, California 90017, and our telephone number is (213) 627-
7599.
RISK FACTORS
In addition to the other information in this Prospectus or incorporated
herein by reference, the following risk factors should be considered
carefully in evaluating the Company and our business before purchasing the
shares offered in this Prospectus.
Our success is dependant on our ability to recruit and retain key management
and technical personnel.
Our success depends to a significant extent on our ability to attract
and retain key personnel. In particular, we dependent on our senior
management team and personnel with experience in the telecommunications
industry and experience in developing and implementing new products and
services within the industry. Our future success will depend, in part, upon
our ability to attract and retain key personnel.
<PAGE>
We have had a history of operational losses and expect our losses to
continue.
We commenced our telecommunications business in early 1998. For the
years ended October 31, 1999 and 1998, we recorded net losses from
continuing operations of approximately $3.8 million and $2.6 million,
respectively, on revenues from continuing operations of approximately $3.1
million and $2.2 million, respectively. For the nine months ended July 31,
2000, we recorded a net loss from continuing operations of approximately
$5.8 million on revenues from continuing operations of approximately $7.6
million. The losses in fiscal 1999 were primarily attributable to the
startup costs associated with establishing our facilities-based operations,
marketing costs associated with establishing our distribution channels, and
research and development costs associated with development of our VIP
Card(TM) product. The losses in fiscal 1998 were primarily attributable to
our unsuccessful acquisition of USC and a one-time charge of approximately
$1.2 million incurred in connection with the disposition of USC. On
November 2, 1999, we acquired substantially all of the assets of Dial-Thru
International Corporation, a California corporation, and subsequently
assumed the name for our corporation. Following the acquisition, the focus
of our business changed away from the prepaid telecommunications market
toward being a global Internet Protocol (IP) communications company
providing connectivity to international markets experiencing significant
demand for IP enabled services.
As we continue to substantially increase our distribution network and
customer base, and develop our private IP telephony network, we may continue
to experience losses.
If we are unable to overcome the risks inherent in expansion, our business
will fail.
We intend to expand our IP telephony network and the range of enhanced
telecommunications services that we provide. However, we have a limited
operating history upon which an evaluation of our prospects in this industry
can be based. In addition, our prospects must be considered in light of the
risks, expenses and difficulties frequently encountered by companies in new
and rapidly evolving markets. To address these risks, we must, among other
things:
- respond to competitive developments;
- attract, retain and motivate qualified personnel;
- succeed in our marketing efforts; and
- upgrade our products, services and technologies.
We cannot assure you that we will be successful in addressing the risks we
face or that we will be successful in our proposed expansion activities.
The failure to do so would have a material adverse effect on our business
and financial condition.
<PAGE>
We will need additional capital to pursue our business objectives.
To fully implement our business plan, we will need to raise additional
funds within the next twelve months for capital expenditures and working
capital. Because of our limited operating history and the nature of the
Internet industry, our future capital needs are difficult to predict. Our
growth models are scaleable (meaning that growth targets may be generally
adjusted in proportion to the availability of capital resources), but the
rate of growth is dependent on the availability of future financing.
Additional capital funding may be required for any of the following
activities: capital expenditures; advertising, maintenance and expansion;
sales, marketing, research and development; operating losses from
unanticipated competitive pressures or start-up operations; and strategic
partnerships and alliances. There is no assurance that adequate levels of
additional financing will be available at all or on acceptable terms. Any
additional financing could result in significant dilution to our existing
stockholders. If we are unable to raise additional capital, we would not be
able to implement our business plan which could have a material adverse
effect on our business, operating results and financial condition.
Our stockholders may face liquidity problems when they seek to sell their
shares.
We currently do not meet the requirements to list our common stock on a
national securities exchange or on either the Nasdaq National Market or
SmallCap Market. The common stock trades only in the over-the-counter
market with certain such trades reported on the NASD's OTC Bulletin Board.
As a result, selling our shares may be more difficult because smaller
quantities of shares may be bought and sold, transactions may be delayed and
security analysts' coverage of us may be reduced. These factors may make it
difficult or impossible for you to sell shares in a timely manner, if at
all.
In addition, the Securities and Exchange Commission defines our stock
as a "penny stock" because it has a market price of less than $5.00 per
share. Consequently, a broker/dealer must make a special suitability
determination for the prospective purchaser and have received the
purchaser's written consent to the transaction prior to the sale. The
"penny stock" rules may adversely affect the ability of broker/dealers to
sell our shares and may adversely affect your ability to sell the shares in
the secondary market.
The price of our common stock may be subject to volatile changes.
The price at which the shares of common stock trade is likely to be
subject to significant volatility. The market for the common stock may be
influenced by many factors, including the depth and liquidity of the market
for our common stock, investor perceptions of us, and general economic and
similar conditions.
We must manage significant government regulation if our business is to
succeed.
The legal and regulatory environment pertaining to the Internet is
uncertain and changing rapidly as the use of the Internet increases. For
example, in the United States, the FCC is considering whether to impose
surcharges or additional regulations upon certain providers of Internet
telephony.
<PAGE>
In addition, the regulatory treatment of Internet telephony outside of
the United States varies from country to country. There can be no assurance
that there will not be interruptions in Internet telephony in these and
other foreign countries. Interruptions or restrictions on the provision of
Internet telephony in foreign countries may adversely affect our ability to
continue to offer services in those countries, resulting in a loss of
customers and revenues.
New regulations could increase the cost of doing business over the
Internet or restrict or prohibit the delivery of our product or service
using the Internet. In addition to new regulations being adopted, existing
laws may be applied to the Internet. Newly existing laws may cover issues
that include sales and other taxes; access charges; user privacy; pricing
controls; characteristics and quality of products and services; consumer
protection; contributions to the Universal Service Fund, an FCC-administered
fund for the support of local telephone service in rural and high-cost
areas; cross-border commerce; copyright, trademark and patent infringement;
and other claims based on the nature and content of Internet materials.
Our market is extremely competitive.
The market for our products and services is highly competitive. We face
competition from multiple sources, many of which have greater financial
resources and a substantial presence in our market and offer products or
services similar to the services of ours. Therefore, we may not be able to
successfully compete in our markets, which could result in a failure to
implement our business strategy or adversely affect our ability to attract
and retain new customers. In addition, competition within the industries
in which we operate are characterized by, among other factors, price
and ability to offer enhanced service capabilities. Significant price
competition would reduce the margins realized by us in our
telecommunications operations and could have a material adverse effect on
us. In addition, many competitors have greater financial resources to devote
to research, development and marketing, and may be able to respond more
quickly to new or emerging technologies and changes in customer
requirements. If we are unable to provide cutting-edge technology and value-
added Internet products and services, we will be unable to compete in
certain segments of the market, which could have a material adverse effect
on our business, results of operations and financial condition.
Technological changes may have an adverse effect on us.
The industries in which we compete is characterized, in part, by rapid
growth, evolving industry standards, significant technological changes and
frequent product enhancements. These characteristics could render existing
systems and strategies obsolete, and require us to continue to develop and
implement new products and services, anticipate changing consumer demands
and respond to emerging industry standards and technological changes. No
assurance can be given that we will be able to keep pace with the rapidly
changing consumer demands, technological trends and evolving industry
standards.
<PAGE>
We are dependant on certain strategic relationships.
Our international business, in part, is dependent upon relationships
with distributors, governments or providers of telecommunications services
in foreign markets. The failure to develop or maintain these relationships
could result in a material adverse effect on the financial condition and
results of our operations.
We have not declared dividends on our Common Stock.
We have never declared or paid any cash dividends on our Common Stock
and do not presently intend to pay cash dividends on our common stock in the
foreseeable future.
USE OF PROCEEDS
We will not receive any proceeds from the sale of shares of Common
Stock by any of the selling shareholders.
<PAGE>
<TABLE>
SELLING SHAREHOLDERS
The following table sets forth the number of shares of Common Stock
owned by each of the selling shareholders.
Number of Shares of Percentage of
Shares held Number of Common Common Stock
prior to Shares Stock owned after
Name of Selling Shareholder offering offered Retained the offering
-------------------------- ---------- -------- -------- ------------
<S> <C> <C> <C> <C>
Founders Equity Group 300,000 1 300,000 0 0%
Founders Partners VI 400,000 400,000 0 0%
Millenium Media Ltd. 532,143 532,143 0 0%
Five Star Communications Inc. 382,142 382,142 0 0%
Scott D. Cook 90,000 90,000 0 0%
John L. Strauss 150,000 2 150,000 0 0%
Henry Hermann 150,000 3 150,000 0 0%
Peter P. Smith 62,500 2 62,500 0 0%
Robert B. Irwin 50,000 2 50,000 0 0%
Brandon M. Dawson 50,000 2 50,000 0 0%
John D. Lelong 25,000 2 25,000 0 0%
Carl P. Jayson 25,000 2 25,000 0 0%
Lester V. Murphy 25,000 2 25,000 0 0%
Fred Kull 12,500 2 12,500 0 0%
1 Represents the number of shares of Common Stock issuable upon the exercise
of a warrant issued to Founders pursuant to a consulting agreement dated
December 12, 2000 without reflection of an indeterminate number of
additional shares of Common Stock that may become offered, issuable or
sold to prevent dilution resulting from stock splits, stock dividends and
conversion price or exercise price adjustments, which are included in this
registration statement pursuant to Rule 416 under the Securities Act.
2 Represents the number of shares of Common Stock issuable upon conversion
of our Convertible Notes issued February 4, 2000 (the "Convertible Notes");
plus, the number of shares of Common Stock issuable upon the exercise of
Contingent Warrants issued February 4, 2000 to the purchasers of our
Convertible Notes; plus, the number of shares of Common Stock issuable upon
the exercise of Common Stock Purchase Warrants issued February 4, 2000 to
the purchasers of our Convertible Notes, in each case without reflection of
an indeterminate number of additional shares of Common Stock that may become
offered, issuable or sold to prevent dilution resulting from stock splits,
stock dividends and conversion price or exercise price adjustments, which
are included in this registration statement pursuant to Rule 416 under the
Securities Act.
3 Represents the number of shares of Common Stock issuable upon conversion
of our Convertible Notes issued February 4, 2000 (the "Convertible Notes");
plus, the number of shares of Common Stock issuable upon the exercise of
Contingent Warrants issued February 4, 2000 to the purchasers of our
Convertible Notes; plus, the number of shares of Common Stock issuable upon
the exercise of Common Stock Purchase Warrants issued February 4, 2000 to
the purchasers of our Convertible Notes; plus, the number of shares of
Common Stock issuable upon the exercise of warrants issued January 11, 1999
to Henry Hermann in connection with his service as a consultant; in each
case without reflection of an indeterminate number of additional shares of
Common Stock that may become offered, issuable or sold to prevent dilution
resulting from stock splits, stock dividends and conversion price or
exercise price adjustments, which are included in this registration
statement pursuant to Rule 416 under the Securities Act.
</TABLE>
<PAGE>
This Registration Statement will also cover any additional shares of
common stock which become issuable in connection with the shares registered
for sale hereby by reason of any stock dividend, stock split, merger,
consolidation, recapitalization or other similar transaction effected
without the receipt of consideration that results in an increase in the
number of outstanding shares of common stock.
PLAN OF DISTRIBUTION
We are registering this offering of shares on behalf of the selling
shareholders, and we will pay all costs, expenses and fees related to such
registration, including all registration and filing fees, printing expenses,
fees and disbursements of our counsel, blue sky fees and expenses and the
expenses of any special audits or "cold comfort" letters. The selling
shareholders will pay all selling expenses, including all underwriting
discounts and selling commissions, if any, all fees and disbursements of
their counsel and all other marketing expenses.
The selling shareholders may sell their shares from time to time in one
or more transactions through ordinary brokerage transactions or in private,
negotiated transactions. The selling shareholders will determine the prices
at which they sell their shares. Such transactions may or may not involve
brokers or dealers.
If the selling shareholders use a broker-dealer to complete their sale
of the shares, such broker-dealer may receive compensation in the form of
discounts, concessions or commissions from such selling shareholder or from
you, as purchaser (which compensation might exceed customary commission).
The selling shareholders may indemnify any agent, dealer or broker-
dealer that participates in sales of the shares against similar liabilities.
LEGAL OPINION
The validity of the Common Stock offered hereby will be passed on for
us by Holland & Knight LLP, 2100 Pennsylvania Avenue, Suite 400, Washington,
D.C. 20037.
EXPERTS
The consolidated financial statements of Dial-Thru as of and for the
year ended October 31, 1999 appearing in our Annual Report on Form 10-K and
incorporated herein by reference have been audited by King Griffin &
Adamson P.C. in reliance upon the report of such firm as experts in auditing
and accounting.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated costs and expenses in
connection with the sale and distribution of the securities being
registered, other than underwriting discounts and commissions. All of the
amounts shown are estimates except the Securities and Exchange Commission
registration fee.
To Be Paid
By The
Registrant
----------
SEC registration fee $ 595
Accounting fees and expenses $ 2,500
Legal fees and expenses $ 15,000
Miscellaneous $ 2,000
----------
$ 20,095
==========
Item 15. Indemnification of Directors and Officers.
Article 10 of Dial-Thru's Certificate of Incorporation and Section 11.1
of Dial-Thru's Bylaws provide for indemnification of the directors,
officers, employees and agents of Dial-Thru (including the advancement of
expenses) to the fullest extent permitted by Delaware law.
<PAGE>
Item 16. Exhibits.
The following exhibits are filed with this Registration Statement:
Exhibit
No. Description of Documents
------- ------------------------
2.1 Agreement and Plan of Merger dated as of January 30, 1998, among
Canmax Inc., CNMX MergerSub, Inc. and USCommunications Services,
Inc. (filed as Exhibit 2.1 to Form 8-K dated January 30, 1998
(the "USC 8-K"), and incorporated herein by reference)
2.2 Rescission Agreement dated June 15, 1998 among Canmax Inc., USC
and former principals of USC (filed as Exhibit 10.1 to Form 8-K
dated January 15, 1998 (the "USC Rescission 8-K"), and
incorporated herein by reference)
2.3 Asset Purchase Agreement by and among Affiliated Computer
Services, Inc., Canmax and Canmax Retail Systems, Inc. dated
September 3, 1998 (filed as Exhibit 10.1 to the Company's Form
8-K dated December 7, 1998 and incorporated herein by reference)
2.4 Asset Purchase Agreement dated November 2, 1999 among ARDIS
Telecom & Technologies, Inc., Dial-Thru International
Corporation, a Delaware corporation, Dial-Thru International
Corporation, a California corporation, and John Jenkins (filed
as Exhibit 2.1 to the Company's Current Report on Form 8-K dated
November 2, 1999 and incorporated herein by reference)
3.1 Certificate of Incorporation, as amended (filed as Exhibit 3.1
to the Company's Annual Report on Form 10-K dated January 31,
2000 and incorporated herein by reference)
3.2 Amended and Restated Bylaws (filed as Exhibit 3.2 to the
Company's Annual Report on Form 10-K dated January 31, 2000 and
incorporated herein by reference)
4.1 Registration Rights Agreement between Canmax and the Dodge Jones
Foundation (filed as Exhibit 4.02 to Canmax's Quarterly Report
on Form 10-Q for the period ended April 30, 1997 and
incorporated herein by reference)
4.2 Registration Rights Agreement between Canmax and Founders Equity
Group, Inc. (filed as Exhibit 4.02 to Canmax's Quarterly Report
on Form 10-Q for the period ended April 30, 1997 and
incorporated herein by reference)
4.3 Amended and Restated Stock Option Plan of Dial-Thru
International Corporation (filed as Exhibit 4.3 to the Company's
Annual Report on Form 10-K dated January 31, 2000 and
incorporated herein by reference)
4.4 Form of Convertible Notes issued February 4, 2000 (including
form of Contingent Warrants as Exhibit A thereto) (filed as
Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for
the period ended April 30, 2000 and incorporated herein by
reference)
4.5 Form of Common Stock Purchase Warrants issued February 4, 2000
(filed as Exhibit 4.2 to the Company's Quarterly Report on Form
10-Q for the period ended April 30, 2000 and incorporated herein
by reference)
4.6 Warrant Agreement between Founders Equity Group and the Company
dated December 12, 2000 (filed herewith)
4.7 Warrant Agreement between Henry Hermann and the Company dated
January 11, 1999 (filed herewith)
5.1 Opinion of Holland & Knight LLP.
23.1 Consent of Holland & Knight LLP (included in the opinion filed
as Exhibit 5.1).
23.2 Consent of King Griffin & Adamson P.C.
24.1 Power of Attorney (set forth on signature page of the
Registration Statement).
27.1 Financial Data Schedule
<PAGE>
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 10(a)(3) of the Securities Act of 1933; (ii) to reflect
in the prospectus any facts or events arising after the effective date of
the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration Statement; and (iii)
to include any material information with respect to the plan of distribution
not previously disclosed in the Registration Statement or any material
change to such information in the Registration Statement; (2) that, for the
purpose of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at the time shall be deemed to be the initial bona fide
offering thereof; and (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 purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act of 1934 (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 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the 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>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on 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 Los Angeles, State of California,
on December 27, 2000.
DIAL-THRU INTERNATIONAL CORPORATION
By: /s/ Roger D. Bryant
------------------------------------
Roger D. Bryant
Chairman and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Roger D. Bryant his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in
his name, in any and all capacities, to sign all amendments (including post-
effective amendments) to the Registration Statement to which this power of
attorney is attached, and to file all those amendments and all exhibits to
them and other documents to be filed in connection with them, including any
registration statement pursuant to Rule 462 under Securities Act of 1933,
with the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
---------- ----- ----
/s/ Roger D. Bryant Chairman of the Board, Chief December 27, 2000
Roger D. Bryant Executive Officer and Director
/s/ John Jenkins Director and Chief Financial December 27, 2000
John Jenkins Officer
/s/ Robert M. Fidler Director December 27, 2000
Robert M. Fidler
<PAGE>
INDEX TO EXHIBITS
Exhibit
No. Description of Documents
------- ------------------------
4.6 Warrant Agreement between Founders Equity Group and the Company
dated December 12, 2000 (filed herewith)
4.7 Warrant Agreement between Henry Hermann and the Company dated
January 11, 1999 (filed herewith)
5.1 Opinion of Holland & Knight LLP.
23.1 Consent of Holland & Knight LLP (included in the opinion filed
as Exhibit 5.1).
23.2 Consent of King Griffin & Adamson P.C.