Washington, DC 20549
REGISTRATION STATEMENT
ON FORM S-8
UNDER
THE SECURITIES ACT OF 1933
INFOCALL COMMUNICATIONS CORP.
(Exact name of Registrant as specified in its charter)
Florida 11-3144463
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
800 Towers Crescent Drive.
Suite 640
Vienna, Va. 22182
(Address of principal executive offices) (Zip Code)
Compensation and Consulting Agreements
(full name of the plans)
Tom Richfield
800 Towers Crescent Drive.
Suite 640
Vienna, Va.22182
(Name and address of agent for services)
(703) 734-5650
(Telephone number, including area code, of agent for service)
COPY TO:
L. Van Stillman, Esq.
Law Office of L. Van Stillman, P.A.
1177 George Bush Blvd., Suite 308
Delray Beach, Florida 33432
(561) 330-9903
Approximate Date of Commencement of Proposed Sales under the Plan:
As soon as practicable after this Registration Statement becomes effective
Total Number of Pages: 10
Exhibit Index begins on sequentially numbered page: 7
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Proposed
Securities Maximum Amount Maximum Amount of
to be to be Offering Aggregate Registration
Registered Registered Price per Share Offering Price Fee
<S> <C> <C> <C> <C>
$0.0001 1,000,000[1] $1.00[2] $1,000,000 $278.00
</TABLE>
- ------------------------
[1] Represents shares issued pursuant to consulting agreements for continued
services by officers, attorneys, directors and consultants to the Registrant,
including services related to sales and marketing of the Company's products
and services seeking joint ventures and potential acquisitions, promotional
services with respect to Registrant's business establishment of
distributorship agreements, all of the foregoing in furtherance of the
Registrant's business.
[2] Pursuant to Rule 457(h), the maximum aggregate offering price
(estimated solely for the purpose of calculating the registration fee based
upon the average of the bid and asked price of the Registrant's Common Stock
as of March 7, 2000).
<PAGE> 2
PART I
INFORMATION REQUIRED BY THE REGISTRATION STATEMENT
Item 1. Plan Information.
Infocall Communications Corp. has heretofore entered into agreements
with third party consultants, attorneys, officers and directors with respect
to the issuance of shares of the Registrant's common stock for services to
the Registrant. In consideration for increasing the scope of the continuing
services rendered and to be rendered to the Registrant until such time as
the Registrant shall generate sufficient cash flow from operations in order
to compensate its officers, directors and consultants, the Registrant has
prepared this Form S-8 registration statement to provide for the issuance of
shares, as described below.
The Registrant has agreed to issue One Million (1,000,000) shares
pursuant to an employee benefit plan and for continued representation by the
Company's corporate attorney.
Item 2. Registrant Information and Employee Plan Annual Information.
The Registrant shall provide each employee and attorney covered by this
registration, without charge upon their written or oral request the documents
incorporated by reference herein in Item 3 of Part II of this Registration
Statement. The Registrant shall also provide the employee and attorneys,
without charge, upon their written or oral request, with all other documents
required to be delivered to participants, pursuant to Rule 428(b) under the
Act. Any and all such requests shall be directed to the Registrant at
its place of business as reflected in this Registration Statement.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commissions are incorporated herein by reference:
(a) The Registrant's Form 10-SB(12g) and 10-SB(12g)/A filed
on December 30, 1999 and January 25, 2000, respectively.
<PAGE> 3
Item 4. Description of Securities.
The Registrant has authorized 20,000,000 shares of common stock, $0.0001
par value of which 8,536,930 are issued and outstanding. Holders of
Registrant's Common Stock are entitled to one vote per share on each matter
submitted to a vote of stockholders. Shares of Common Stock do not carry
cumulative voting rights and, therefore, holders of the majority of the
outstanding shares of Common Stock are able to elect the entire board of
directors and, if they do so, minority shareholders would not be able to
elect any members of the board of directors. Holders of Common Stock are
entitled to receive such dividends as the board of directors may from time
to time declare out of funds legally available for the payment of dividends.
During the last two fiscal years, the Registrant has not paid cash dividends
on its Common Stock and does not anticipate that it will pay any cash
dividends in the foreseeable future.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Officers and Directors.
The Registrant's Articles of Incorporation do not provide for
indemnification of officers or directors. The By-Laws of the Corporation
does not provide for indemnification of officers and directors of the
corporation.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits:
Pursuant to Item 601 of Rule S-K, the following Exhibits are
annexed hereto:
Exhibit I. See Exhibits in Exhibit Index following the
Signature Page hereof.
Item 9. Undertakings:
The undersigned Registrant hereby undertakes:
(a) 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.
(b) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement.
(c) That for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective amendment
<PAGE> 4
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.
(d) The undersigned Registrant hereby undertakes that, for the
purposes of determining any liability under the Securities Act of 1933,
as amended, each filing of the Registrant's Annual Report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the Registration Statement shall
be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(e) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, 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 against such
liabilities (other than payment by the Registrant of expenses paid or
incurred 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.
SIGNATURE PAGE
The Registrant, pursuant to the requirements of the Securities Act of
1933, as amended, 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
the undersigned, thereunto duly authorized, in the City of Vienna, Virgina
on the 17th day of March, 2000.
InfoCall Communications Corp.
/s/Tom Richfield
By: Tom Richfield
Title: President, Chief Executive
Officer and Director
<PAGE> 5
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registration Statements has been signed by the following
persons in the capacities and on the date indicated.
Dated: Vienna, Virginia
March 17, 2000
InfoCall Communications Corp.
/s/Tom Richfield
By: Tom Richfield
Title: President, Chief Executive
Officer and Director
<PAGE> 6
EXHIBIT INDEX
-------------
EXHIBIT NUMBER ITEM
- -------------- ----
5.1 Opinion regarding legality
23.1 Letter on audited financial information
(consent of accountants)
EXHIBIT 5.1
-----------
L. Van Stillman, P.A. 1177 George Bush Boulevard, Suite 308
Attorney-At-Law Delray Beach, Florida 33483
Telephone (561) 330-9903
L. Van Stillman Facsimile (561) 330-9116
Admitted in Florida and Pennsylvania E-Mail [email protected]
----------------
March 17, 2000
Board of Directors
InfoCall Communications Corp.
8000 Towers Crescent Drive
Suite 640
Vienna, Va. 22182
RE: Registration Statement on Form S-8
Gentlemen:
You have requested my opinion as to whether or not the
1,000,000 shares of common stock ($0.0001par value) to be issued to
various individuals solely for services, when issued, will be
legally issued and fully paid and non-assessable securities of the
Company. In connection with these agreements, I have examined the
Form of the Registration Statement to be filed by the Company in
connection with such shares on Form S-8; the Articles of
Incorporation of the Company, as amended; the By-Laws of the
Company currently in effect; and the Minutes of the Company
relating to the issuance of the shares. In addition, I have
examined such other documents and records, instruments and
certificates of public officials, officers and representatives of
the Company and have made such other investigations as I deemed
necessary or appropriate under the circumstances. In connection
with rendering this opinion, I have reviewed such statutes and
regulations as I have deemed relevant and necessary. In my
examination, 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 of all
documents submitted to me as certified or photostat copies, and the
authenticity of the original of such copies. I have further
assumed that the recipients of the shares of common stock under
this agreement will have paid the consideration required under the
terms of such agreement or agreements prior to the issuance of such
shares.
Based upon the foregoing, and in reliance thereon, it is my
opinion that, subject to the limitations set forth herein, the
agreements made with individuals for the issuance of 30,000 shares
of common stock to be issued, will, upon receipt of full payment,
<PAGE> Ex. 5.1 - Pg. 1
BOARD OF DIRECTORS
InfoCall Communications Corp.
RE: REGISTRATION STATEMENT ON FORM S-8
PAGE 2
- -------------------------------------------------------------------
issuance and delivery in accordance with the terms of the
agreements covered by such Registration Statement, be duly and
validly authorized, legally issued, fully paid and non-assessable.
This opinion is expressly limited in scope to the shares enumerated
herein which are to be expressly covered by the Registration
Statement and does not cover subsequent issuances of shares to be
made in the future pursuant to such agreement, if any, pertaining
to services to be performed in the future. Such transactions are
required to be included in either a new registration statement or
a post effective amendment to the Registration Statement including
updated opinions concerning the validity of issuance of such
shares.
This opinion is limited to the laws of the State of Florida.
I express no opinion with respect to the laws of any other
jurisdiction. In addition, I hereby consent to you filing this
opinion with the Securities and Exchange Commission as an exhibit
to the above-referenced Registration Statement. 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.
I assume no duty to communicate with you with respect to any matter
which comes to my attention hereafter.
Very truly yours,
LAW OFFICE OF L. VAN STILLMAN, P.A.
/s/L. Van Stillman
L. Van Stillman, President
LVS:kni
<PAGE> Ex. 5.1 - Pg. 2
EXHIBIT 23.1
------------
HOFFMAN, MORRISON & FITZGERALD, P.C.
CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated December
3, 1999, except Note G and O which were as of December 23, 1999,
on our audits of the financial statements of InfoCall
Communications Corp. as of November 30, 1999 and February 28,
1999, which report is included and appears on page F-2 of the
Report on Form 10-SB/A.
/s/ Hoffman, Morrison & Fitzgerald, PC
Hoffman, Morrison & Fitzgerald, PC
Mclean Virgina
March 17, 2000
[BOTTOM OF LETTERHEAD]
<PAGE> Ex. 23.1
