<PAGE>
As filed with the Securities and Exchange Commission on October 1, 1996.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
POLISH TELEPHONES AND MICROWAVE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
(d/b/a Telscape International, Ltd.)
TEXAS 75-2433637
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
4635 SOUTHWEST FREEWAY, SUITE 800, HOUSTON, TEXAS 77027; PHONE: (713) 968-0968
(Address of Principal Executive Offices)
CONSULTING AGREEMENT BY AND AMONG
POLISH TELEPHONES AND MICROWAVE CORPORATION, LANGLEY FINANCIAL GROUP INC.,
AND RICHARD H. LANGLEY, JR.
(Full title of plan)
E. SCOTT CRIST
4635 SOUTHWEST FREEWAY, SUITE 800
HOUSTON, TEXAS 77027; PHONE (713) 968-0968
(Name, address and telephone number 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 check the following box: X
---
Copies to:
Ralph V. De Martino, Esquire
De Martino Finkelstein Rosen & Virga
1818 N Street, N.W., Suite 400
Washington, D.C. 20036-2492; Phone: (202) 659-0494
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Proposed Maximum
Maximum Aggregate Amount of
Title of Securities Amount to be Offering Price Offering Registration
to be Registered Registered per Share(1) Price(1) Fee(1)
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Option to Purchase Common Stock 100,000 $ - $ - $ -
Common Stock,$.001 par value(2) 80,000 4.69 375,200 129.38
Common Stock,$.001 par value 100,000(3) 5.00(4) 500,000 172.41
Common Stock,$.001 par value 180,000(5) (6)
Total $301.79
</TABLE>
(1) Except as indicated, the offering price per share has been calculated in
in accordance with Rule 457(h) under the Securities Act of 1933 based upon
the average of the bid and asked prices of the Common Stock within five
days from the filing of this registration statement.
(2) Represents shares of Common Stock issuable to Richard H. Langley, Jr. (the
"Consultant") pursuant to the terms of the Consulting Agreement (the
"Plan").
(3) Represents the maximum number of shares which may be issued pursuant to the
exercise of options to be issued in accordance with the terms of the Plan.
In addition to such shares, this Registration Statement covers such
additional number of shares as may be required by reason of the operation
of the antidilution provisions of the Plan and/or the Option.
(4) Represents the exercise price per share of Common Stock that may be issued
upon the exercise of the option.
(5) Represents to same shares described above, which shares may be resold by
the Consultant.
(6) Pursuant to Rule 457(h)(3), no additional fee is payable since these
shares, which may be offered for resale, are the same shares being
registered hereby upon their initial issuance pursuant to the Plan.
<PAGE>
PART I
ITEM 1:PLAN INFORMATION.
This Registration Statement (the "Registration Statement") relates to
the issuance of shares of common stock, par value $.001 per share (the
"Common Stock") of Polish Telephones and Microwave Corporation (the
"Company") to Richard H. Langley, Jr. (the "Consultant") pursuant to the
terms of a Consulting Agreement, dated as of May 6, 1996, and as amended
September 17, 1996, by and among the Company, Langley Financial Group, Inc.
("LFGI"), and the Consultant (the "Consulting Agreement"). Pursuant to the
terms of the Consulting Agreement the Consultant and LFGI agreed to serve as
non-exclusive financial public relations counsel as a liaison between the
Company and its shareholders and as an advisor to the Company with respect to
communications and information such as press releases and shareholder reports
and related services. Pursuant to the Consulting Agreement the Company
agreed to pay $2,500 per month to the Consultant and to issue to the
Consultant an aggregate of up to 80,000 shares of Common Stock and an option
to purchase 100,000 shares of Common Stock at an exercise price of $6.00 per
share. Pursuant to the terms of the Consulting Agreement, the original term
of the Consulting Agreement was one year beginning June 24, 1996.
The foregoing information relating to the provisions of the Consulting
Agreement is intended to provide a summary thereof and does not purport to be
a complete description of the Consulting Agreement. Such summary should be
read in conjunction with the Consulting Agreement which has been filed as
Exhibit 10.1 hereto and is incorporated herein by reference in its entirety.
ITEM 2:REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The Consultant has been provided with copies of the documents
incorporated herein by reference in Part II: Item 3 hereof and has been
advised by the Company in writing that such documents will continue to be
available, without charge, to the Consultant upon the Consultant's written
request to the Company at its offices at 4635 Southwest Freeway, Suite 800,
Houston, Texas, 77027.
PART II
ITEM 3:INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents (and any amendments thereto) filed by the
Company with the Securities and Exchange Commission (the "Commission") are
incorporated by reference herein in their entirety, and shall be deemed to be
a part hereof from the date of filing such documents:
1
<PAGE>
(a) the Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1995 filed with the Commission on March 29,
1996 (File No. 0-24622), and as amended on September 9, 1996;
(b) the Company's Quarterly Report on Form 10-QSB for the quarter ended
June 30, 1996 filed with the Commission on August 19, 1996 (File
No. 0-24622);
(c) all other documents and reports filed by the Company after the date
of this Registration Statement under Sections 13(a), 13(c) and 15(d)
of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment to this Registration Statement which
indicates that all of the securities covered hereunder have been
sold or which deregisters all of such securities which remain
unsold; and
(d) the description of the Common Stock as set forth in the Form 8A
registration statement, filed with the Commission on August 3, 1994,
on behalf of the Company, as the same has been or may hereafter be
amended (File No. 0-24622), is incorporated herein by reference in
its entirety. In connection therewith, the following description is
provided:
The Common Stock was initially registered under Section 12(g) of the
Securities Exchange Act of 1934, as amended, on August 3, 1994, on the Form 8A
referenced above on behalf of the Company. The Company is currently authorized
to issue up to 10,000,000 shares of Common Stock, par value $.001 per share and
5,000,000 shares of preferred stock, par value $.001 per share of which
1,000,000 shares have been designated as Series A Preferred and 380,000 shares
have been designated as Series B Non-Voting, Non-Participating Preferred Stock,
$.001 par value per share (the "Series B Preferred Stock"). As of the date
hereof, there are 3,925,147 shares of Common Stock issued and outstanding,
there are no shares of Series A Preferred Stock issued and outstanding and
there are 380,000 shares of Series B Preferred Stock issued and outstanding.
Holders of the Common Stock are entitled to one vote per share on each
matter submitted to vote at any meeting of shareholders. Shares of Common
Stock do not carry cumulative voting rights and therefore, holders of a
majority of the outstanding shares of Common Stock will be able to elect the
entire board of directors of the Company and, if they do so, minority
shareholders would not be able to elect any members to the Company's board of
directors. The Company's board of directors has authority, without action by
the Company's shareholders, to issue all or any portion of the authorized but
unissued shares of Common Stock, which would have the effect of reducing the
percentage of securities ownership of the Company's shareholders and diluting
the book value of the Common Stock.
Shareholders of the Company have no preemptive rights to acquire
additional shares of Common Stock. The Common Stock is not subject to
redemption and carries no subscription or conversion rights. In the event of
liquidation of the Company, the holders of shares of Common Stock are entitled
to share equally in corporate assets after the holders of preferred stock and
after satisfaction of liabilities. Holders of Common Stock are entitled to
2
<PAGE>
receive such dividends as the Company's board of directors may from time to
time declare out of funds legally available for the payment thereof. The
Company has never paid cash dividends on its Common Stock and does not
anticipate that it will pay cash dividends thereon in the foreseeable future.
Pursuant to the Texas Securities Act of 1957, the Texas State Securities
Commissioner has the discretion to require that an issuer offering and selling
securities to the residents of Texas in a public offering deposit certain
outstanding securities in escrow. In that regard, certain former and present
officers and directors of the Company are parties to a Stock Escrow Agreement
(the "Escrow Agreement") dated August 8, 1994. The Escrow Agreement was
required by the State Securities Commissioner of Texas as a condition to the
registration of securities in Texas in connection with the Company's initial
public offering. The Escrow Agreement provides that a total of 415,503 shares
of Common Stock and 55,779 shares of Common Stock issuable upon the exercise of
options be held in escrow for a period of not less than two years and not more
than ten years. The terms of the Escrow Agreement provide further that shares
held in escrow may be released provided that the Company attain certain levels
of earnings per share during any two or five consecutive fiscal year periods.
In addition, the Escrow Agreement permits the unconditional release of twenty
(20%) percent of the escrowed shares upon the sixth anniversary of the Escrow
Agreement and twenty (20%) percent every year thereafter until the tenth
anniversary of the Escrow Agreement. As of the date hereof, no shares have
been released pursuant to the Escrow Agreement.
ITEM 4:DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5:INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6:INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 2.02-1 of the Texas Business Corporation Act empowers a
corporation to indemnify its directors and officers and to purchase insurance
with respect to liability arising out of their capacity or status as directors
and officers provided that such provision shall not eliminate or limit the
liability of a director: (i) for any transaction from which the director
derived an improper personal benefit; and (ii) the director or officer is found
liable to a corporation.
The Texas Business Corporation Act provides further that the
indemnification permitted thereunder shall not be deemed exclusive of any other
rights to which the directors and officers of a corporation may be entitled
under the corporation's bylaws, any agreement, vote of shareholders or
otherwise.
Article XII of the Company's Certificate of Incorporation eliminates the
personal liability of directors to the fullest extent permitted by Section
2.02-1 of the Texas Business Corporation Act.
3
<PAGE>
The effect of the foregoing is to require the Company to indemnify the
officers and directors of the Company for any claim arising against any such
person in his official capacity if such person acted in good faith and in a
manner that such person reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, 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 SECURITIES AND EXCHANGE
COMMISSION, SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN
THE ACT AND IS THEREFORE UNENFORCEABLE.
ITEM 7:EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable
ITEM 8:EXHIBITS.
The following exhibits are attached hereto:
Exhibit No. Description of Exhibit Page No.
4.1 Form of Option to Purchase Common Stock 10
5.1 Opinion of De Martino Findelstein Rosen & Virga 19
10.1 Financial Relations Consulting Agreement dated May 6, 1996 22
by and among Polish Telephones and Microwave Corporation,
Langley Financial Group, Inc., and Richard H. Langley, Jr.
and amendment thereto
23.1 Consent of De Martino Finkelstein Rosen & Virga included in 19
Exhibit 5.1
23.2 Consent of Hoffman, McBryde & Co., P.C. 30
4
<PAGE>
ITEM 9:UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
A. Rule 415 Offering.
1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
additional or changed information with respect to the plan of distribution;
2. That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
B. Subsequent Exchange Act Documents Incorporated by Reference:
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the issuer's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act,
and each filing of the 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. To Transmit Certain Material.
1. The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus to each Plan participant to whom the
prospectus is sent or given a copy of the Registrant's annual report to
stockholders for its last fiscal year, unless such Plan participant otherwise
has received a copy of such report, in which case the Registrant shall state in
the prospectus that it will promptly furnish, without charge, a copy of such
report on written request of the Plan participant. If the last fiscal year of
the Registrant has ended within 120 days prior to the use of the prospectus,
the annual report of the Registrant for the preceding fiscal year may be so
delivered, but within such 120 day period the annual report for the last fiscal
year will be furnished to each such Plan participant.
2. The undersigned Registrant hereby undertakes to transmit or cause
to be transmitted to all participants in the Plan who do not otherwise receive
such material as stockholders of the Registrant, at the time and in the manner
such material is sent to its stockholders, copies of all reports, proxy
statements and other communications distributed to its stockholders generally.
5
<PAGE>
D. Indemnification.
1. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the 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 Company of expenses incurred or paid by a director,
officer, or controlling person of the Company in the successful defense of any
action, suit, or proceeding) is asserted by such director, officer, or
controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this 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 Houston, Texas, on this 30th day of September, 1996.
POLISH TELEPHONES AND MICROWAVE
CORPORATION
By:/s/ E. Scott Crist
-------------------------------------
E. Scott Crist, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-8 has been signed by the following
persons in the capacities and on the dates indicated below.
Signature Title Date
--------- ----- ----
/s/ Gary Panno Chairman of the Board
- ------------------------
Gary Panno
/s/ Christopher H. Efird Vice Chairman of the
- ------------------------ Board and Secretary
Christopher H. Efird
/s/ E. Scott Crist President and Chief
- ------------------------ Chief Executive Officer
E. Scott Crist
/s/ Manuel Landa Executive Vice
- ------------------------ President, and Director
Manuel Landa
/s/ Mark Vance Executive Vice President
- ------------------------ and Chief Financial Officer
Mark Vance
/s/ Oscar Garcia Director
- ------------------------
Oscar Garcia
/s/ Darrell O. Kirkland Director
- ------------------------
Darrell O. Kirkland
<PAGE>
Signature Title Date
--------- ----- ----
/s/ Ricardo Orea Director
- -------------------------
Ricardo Orea
/s/ Roy A. Varghese Director
- -------------------------
Roy A. Varghese
<PAGE>
EXHIBIT 4.1
<PAGE>
THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED,
PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (i) AN
EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR
(ii) AN EXEMPTION THEREFROM UNDER SAID ACT.
Void after 5:00 p.m. (New York, New York time) on
as provided herein.
-------------
Issue Date: as of No. CS-1
-------------
SERIES CS OPTION
TO PURCHASE COMMON SHARES OF
POLISH TELEPHONES & MICROWAVE CORPORATION
Polish Telephones & Microwave Corporation (the "Company), a Texas
corporation, hereby certifies that for good and valuable consideration
as described in that certain agreement dated as of May 6, 1996 and other
good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged by the Company, Richard H. Langley, Jr. is entitled,
subject to the terms set forth in this Series CS Option to Purchase
Common Shares (the "Option"), at any time or from time to time, but not
later than _____________, to purchase from the Company
_____________________ (________) shares of common stock, $.001 par value
of the Company (the "Shares") at the purchase price of five dollars
($5.00) per Share (such purchase price per Share, as adjusted from time
to time pursuant to the provisions set forth below, being referred to
herein as the "Exercise Price"). The Issue Date shall be the date set
forth above. This Option and all rights hereunder, to the extent such
rights shall not have been exercised, shall terminate and become null
and void to the extent the Holder fails to exercise any portion of this
Option prior to 5:00 p.m., New York, New York time, on the date which is
_____ years from the Issue Date.
1.Restrictions on Transfer of Shares
----------------------------------
The Shares underlying this Option may not be sold, transferred, pledged,
hypothecated or otherwise disposed of in the absence of (i) an effective
registration statement for such securities under the Securities Act of 1933
(the "Act") or (ii) an unqualified reasoned opinion of counsel reasonably
satisfactory to the Company opining that the proposed transaction is exempt
from registration under said Act.
2.Exercise of Option
------------------
(a)This Option shall be exercisable in whole or in part at any time prior to
its expiration.
<PAGE>
(b)All or any part of this Option may be exercised by the Holder of this
Option (the "Holder") by surrendering it, with the form of subscription
annexed hereto duly executed by such Holder, to the Company at its
principal executive office or to the Company's transfer agent
accompanied by payment in full, in cash or by certified or official bank
check, of the Exercise Price payable in respect of all or part of the
Option being exercised. If less than the entire Option is exercised, the
Company shall, upon such exercise, execute and deliver to the Holder
hereof a new Option in the same form as this Option evidencing the right
to purchase Shares hereunder to the extent not exercised. This Option
shall be deemed to have been exercised prior to the close of business on
the date this Option is surrendered and payment is made in accordance
with the foregoing provisions.
(c)The Company shall, at the time of any exercise of all or part of this
Option, upon the request of the Holder hereof, acknowledge in writing
its continuing obligation to afford to such Holder any rights to which
such Holder shall continue to be entitled after such exercise in
accordance with the provisions of this Option; provided that if the
Holder of this Option shall fail to make any such request, such failure
shall not affect the continuing obligations of the Company to afford to
such Holder any such rights.
(d)The Shares which may be delivered upon the exercise of this Option
shall, upon payment therefor as provided herein and delivery thereof, be
fully paid and nonassessable and free from all taxes, liens and charges
with respect thereto.
(e)The Company shall cooperate with the Holder in an exercise pursuant
to which all or part of the Shares will be sold simultaneously with the
exercise of this Option with the broker-dealer participating in such
sale being irrevocably instructed to remit the proceeds of the exercise
to the Company upon settlement of the sale of the underlying Shares.
3.Fractional Shares
-----------------
No fractional securities or scrip representing fractional securities
shall be issued upon the exercise of this Option. With respect to any
fraction of a security called for upon any such exercise hereof, the
Company shall pay to the Holder an amount in cash equal to such fraction
multiplied by the current market value of such security, determined as
follows:
(a)If the security is listed on a national securities exchange or
admitted to unlisted trading privileges on such exchange, the current
value shall be the last reported sale price of the security on such
exchange on the last business day prior to the date of exercise of this
Option, or if no such sale is made on such day, the average closing bid
and asked prices for such day on such exchange; or
(b)If the security is not listed or admitted to unlisted trading
privileges, the current value shall be the last reported sale price on
the National Association of Securities Dealers Automated Quotation
("NASDAQ") National Market System ("NASDAQ/NMS") or the mean between the
closing bid and asked quotations reported by the NASDAQ System or the
NASD OTC Bulletin Board (or, if not so quoted, by the National Quotation
Bureau, Inc.) on the last business day prior to the date of the exercise
of this Option; or
-2-
<PAGE>
(c)If the security is not so listed or admitted to unlisted trading
privileges and prices are not reported on NASDAQ, or the NASD OTC
Bulletin Board (or by the National Quotation Bureau, Inc.), an amount,
not less than the book value, determined in such reasonable manner as
may be prescribed by the Board of Directors of the Company.
4.Exchange, Assignment or Loss of Option
--------------------------------------
This Option is exchangeable, without expense, at the option of the
Holder, upon presentation and surrender hereof to the Company for other
Options of different denominations entitling the holder thereof to
purchase in the aggregate the same number of securities purchasable
hereunder. This Option and any rights related thereto shall not be
transferable or assigned by the Holder other than by will or by the laws
of descent and distribution. This Option may be divided or combined
with other Options that carry the same rights upon presentation hereof
to the Company's office together with a written notice specifying the
names and denomination in which new Options are to be issued and signed
by the Holder hereof. The term "Option" as used herein includes any new
Options issued in substitution for or replacement of this Option, or
into which this Option may be divided or exchanged. Upon receipt by the
Company of evidence satisfactory to it of the loss, theft, destruction
or mutilation of this Option, and in the case of loss, theft or
destruction, of reasonably satisfactory indemnification including a
surety bond, and upon surrender and cancellation of this Option, if
mutilated, the Company will cause to be executed and delivered a new
Option of like tenor and date. Any such new Option executed and
delivered shall constitute an additional contractual obligation on the
part of the Company, whether or not this Option so lost, stolen,
destroyed or mutilated shall be at any time enforceable by anyone.
5.Rights of the Holder
--------------------
The Holder of this Option shall not, by virtue hereof, be entitled
to any voting or other rights of a stockholder in the Company, either at
law or equity, and the rights of the Holder are limited to those
expressed in this Option.
6.Registration Rights
-------------------
The shares of Common Stock underlying this Option shall be
registered by the Company with the Securities and Exchange Commission on
Form S-8, at the Company's sole expense, prior to or as soon after
issuance of this Option as may be practicable.
-3-
<PAGE>
7.Adjustments
-----------
(a)The number of securities purchasable on exercise of this Option and
the purchase prices therefor shall be subject to adjustment from time to
time in the event that the Company shall: (1) pay a dividend in, or
make a distribution of, shares of Common Stock, (2) subdivide its
outstanding shares of Common Stock into a greater number of shares, (3)
combine its outstanding shares of Common Stock into a smaller number of
shares or (4) spin-off a subsidiary by distributing, as a dividend or
otherwise, shares of the subsidiary to its stockholders. In any such
case, the total number of Shares and the number of shares or other units
of such total securities purchasable on exercise of this Option
immediately prior thereto shall be adjusted so that the Holder shall be
entitled to receive, at the same aggregate exercise price, the number of
Shares and the number of shares or other units of such securities that
the Holder would have owned or would have been entitled to receive
immediately following the occurrence of any of the events described
above had this Option been exercised in full immediately prior to the
occurrence (or applicable record date) of such event. An adjustment
made pursuant to this Section 7(a) shall, in the case of a stock
dividend or distribution, be made as of the record date and, in the case
of a subdivision or combination, be made as of the effective date
thereof. If, as a result of any adjustment pursuant to this Section
7(a), the Holder shall become entitled to receive shares of two or more
classes or series of securities of the Company, the Board of Directors
of the Company shall equitably determine the allocation of the adjusted
exercise price between or among shares or other units of such classes or
series and shall notify the Holder of such allocation.
(b)In the event of any reorganization or recapitalization of the Company
or in the event the Company consolidates with or merges into or with
another entity or transfers all or substantially all of its assets to
another entity, then and in each such event, the Holder, on exercise of
this Option as provided herein, at any time after the consummation of
such reorganization, recapitalization, consolidation, merger or
transfer, shall be entitled, and the documents executed to effectuate
such event shall so provide, to receive the stock or other securities or
property to which the Holder would have been entitled upon such
consummation if the Holder had exercised this Option immediately prior
thereto. In such case, the terms of this Option shall survive the
consummation of any such reorganization, recapitalization,
consolidation, merger or transfer and shall be applicable to the shares
of stock or other securities or property receivable on the exercise of
this Option after such consummation.
(c)Whenever a reference is made in this Section 7 to the issue or sale
of shares of Common Stock, the term "Common Stock" shall mean the Common
Stock of the Company of the class authorized as of the date hereof and
any other class of stock ranking on a parity with such Common Stock.
(d)Whenever the number of securities purchasable upon exercise of this
Option or the exercise prices thereof shall be adjusted as required
herein, the Company shall forthwith file such information with its
Secretary at its principal office, and with the price determined as
herein provided and setting forth in detail the facts requiring such
adjustment. Each such officer's certificate shall be made available at
all reasonable times for inspection by the Holder and the Company shall,
forthwith after such adjustment, deliver a copy of such certificate to
the Holder.
-4-
<PAGE>
(e)The Company (1) will not cause the par value of any securities
receivable on exercise of this Option to be in excess of the amount
payable therefor on such exercise, and (2) will take all action as may
be necessary or appropriate so that the Company may validly and legally
issue fully paid and non-assessable shares (or other securities or
property deliverable hereunder) upon the exercise of this Option. This
Option shall bind the successors and assigns of the Company.
(f)Notwithstanding anything in this Section 7 to the contrary, no
adjustment in the number of securities purchasable on exercise of this
Option shall be made with respect to dilution which would result from
the issuance of Common Stock pursuant to the exercise of warrants,
options or other convertible securities which have heretofore or from
the issuance of Common Stock pursuant to the exercise of options which
have heretofore or may hereafter be granted pursuant to any employee
incentive plan of the Company, whether qualified or non-qualified.
8.Reservation of Shares
---------------------
The Company shall at all times reserve, for the purpose of issuance
on exercise of this Option, such number of shares of Common Stock or
such class or classes of capital stock or other securities as shall from
time to time be sufficient to comply with this Option, and the Company
shall take such corporate action as may in the opinion of its counsel be
necessary to increase its authorized and unissued shares of Common Stock
or such other class or classes of capital stock or other securities in
such number as shall be sufficient for such purpose.
9.Approvals
---------
The Company shall from time to time use its best efforts to obtain
and continue in effect any and all permits, consents, registrations,
qualifications and approvals of governmental agencies and authorities
and to make all filings under applicable securities laws that may be or
become necessary in connection with the issuance, sale, transfer and
delivery of this Option and the issuance of securities on any exercise
hereof. Nothing contained in this Section 9 shall in any way expand,
alter or limit the rights of the Holder set forth in Section 1 hereof.
10.Notices
-------
All demands, notices, consents and other communications to be given
hereunder shall be in writing and shall be deemed duly given when
delivered personally or five days after being mailed by first class
mail, postage prepaid, properly addressed, as follows:
(a)if to the Company, to:
-5-
<PAGE>
Polish Telephones & Microwave Corporation
4635 Southwest Freeway, Suite 800
Houston, TX 77027
Attention: E. Scott Crist, President
with a copy to:
De Martino Finkelstein Rosen & Virga
1818 N Street, N.W., Suite 400
Washington, D.C. 20036
Attention: Ralph V. De Martino, Esquire
(b)if to the Holder, to:
Richard H. Langley, Jr.
c/o Langley Financial Group, Inc.
8543 Santa Monica Boulevard
Suite 12
Los Angeles, California 90069
The Company and the Holder may change such address at any time or times by
notice hereunder to the other.
11.Amendments; Waivers; Terminations; Governing Law; Headings; Entire
------------------------------------------------------------------
Agreement
---------
This Option and any term hereof may be changed, waived, discharged
or terminated only by an instrument in writing signed by the party
against which enforcement of such change, waiver, discharge or
termination is sought. This Option shall be governed by and construed
and interpreted in accordance with the laws of the State of Texas. The
headings in this Option are for convenience of reference only and are
not part of this Option. This Option is intended to and does contain
and embody all of the understandings and agreements, both written and
oral, of the parties hereto with respect to the subject matter of this
Option, and there exists no oral agreement or understanding, express or
implied, whereby the absolute, final and unconditional character and
nature of this Option shall be in any way invalidated, empowered or
affected. A modification or waiver of any of the terms, conditions or
provisions of this Option shall be effective only if made in writing and
executed with the same formality of this Option.
-6-
<PAGE>
IN WITNESS WHEREOF, Polish Telephones & Microwave Corporation has duly
caused this Option to be signed in its name and on its behalf by its
duly authorized officers, as of the date first set forth above.
Polish Telephones and Microwave Corporation
ATTEST:
By:
--------------------------
- -------------------- E. Scott Crist, President
Secretary
Annex to Option
FORM OF ASSIGNMENT
------------------
(To be executed upon transfer of Option)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to
______________________the right represented by the within Option, together with
all rights, title and interest therein, and does hereby irrevocably constitute
and appoint____________________________attorney to transfer such Option on the
Option register of the within named Company, with full power of substitution.
DATED:_________________,199_.
Signature
------------------------
(Signature must conform in all respects to name
of holder as specified on the face of the Option)
Signature Guaranteed:
-------------------------
-7-
<PAGE>
Annex to Option
FORM OF SUBSCRIPTION
--------------------
(To be completed and signed only upon an exercise of the Option in whole or
in part)
TO:American Stock Transfer & Trust Co.
----------------------------------
as transfer agent for Polish Telephones & Microwave Corporation
The undersigned, the Holder of the attached Option, hereby irrevocably
elects to exercise the purchase right represented by the Option for, and to
purchase thereunder,_________________ Shares (as such terms are defined in
the Option dated as of _______________, from Polish Telephones & Microwave
Corporation to Richard H. Langley, Jr.) (or other securities or property),
and herewith makes payment of $____________ therefor in cash or by certified
or official bank check. The undersigned hereby requests that the
Certificate(s) for such securities be issued in the name(s) and delivered to
the address(es) as follows:
Name:
---------------------------
Address:
---------------------------
Social Security Number:
---------------------------
Deliver to:
----------------------------
Address: ____________________________
If the foregoing Subscription evidences an exercise of the Option to
purchase fewer than all of the Shares (or other securities or property) to
which the undersigned is entitled under such Option, please issue a new
Option, of like tenor, for the remaining portion of the Option (or other
securities or property) in the name(s), and deliver the same to the
address(es), as follows:
Name:
------------------------------
Address: ------------------------------
DATED: , 199 .
------------- --
- ------------------------
(Name of Holder)
- ------------------------
(Signature of Holder or Authorized Signatory)
- ------------------------
Signature Guaranteed:
- ------------------------ --------------------------
(Social Security or Taxpayer Identification
Number of Holder)
<PAGE>
EXHIBIT 5.1
<PAGE>
DE MARTINO FINKELSTEIN ROSEN VIRGA
A PARTNERSHIP CONSISTING OF PROFESSIONAL CORPORATIONS
1818 N STREET, N.W., SUITE 400
WASHINGTON, D.C. 20036-2492
-----
TELEPHONE (202) 659-0494
TELECOPIER (202) 659-1290
VICTORIA A. BAYLIN* NEW YORK OFFICE
KATHLEEN L. CERVENY 90 BROAD STREET, SUITE 1700
RALPH V. DE MARTINO NEW YORK, NEW YORK 10004-2205
STEVEN R. FINKELSTEIN* TELEPHONE (212) 363-2500
KEITH H. PETERSON* TELECOPIER (212) 363-2723
JEFFREY S. ROSEN
GERARD A. VIRGA*
*NOT ADMITTED TO DISTRICT OF COLUMBIA BAR
September 30, 1996
Board of Directors
Polish Telephones and Microwave Corporation
4635 Southwest Freeway
Suite 800
Houston, Texas 77027
Re: Registration Statement on Form S-8
----------------------------------
Gentlemen:
We have as acted as securities counsel to Polish Telephones and Microwave
Corporation, a Texas corporation (the "Company"), in connection with the
preparation and filing by the Company of a registration statement on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended
(the"Securities Act"), relating to the issuance by the Company of (i) up to
80,000 shares of common stock, par value $.001 per share (the "Common Stock"),
(ii) options (the "Options") to purchase up to 100,000 shares (the "Shares") of
Common Stock, and (iii) the Common Stock issuable upon exercise of the Options
to Richard H. Langley, Jr. (the "Consultant") pursuant to the terms of a
consulting agreement, dated as of May 6, 1996 as amended September 17, 1996 by
and among the Company, Langley Financial Group, Inc. and the Consultant (the
"Consulting Agreement").
We have examined the Articles of Incorporation and Bylaws of the Company, the
minutes of various meetings and consents of the Board of Directors of the
Company, the Registration Statement, the Consulting Agreement, originals or
copies of all such records of the Company, agreements, certificates of public
officials, certificates of officers and representatives of the Company and
others, and such other documents, certificates, records, authorizations,
proceedings, statutes and judicial decisions as we have deemed necessary to form
the basis of the opinion expressed herein. In such examination, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals and the conformity to
<PAGE>
Board of Directors
Polish Telephones and Microwave Corporation
September 30, 1996
Page 2
originals of all documents submitted to us as copies thereof. As to various
questions of fact material to such opinion, we have relied upon statements and
certificates of officers and representatives of the Company and others. We are
not herein passing upon and do not assume responsibility for the accuracy,
completeness or fairness of the statements or other provisions contained in any
of the foregoing materials.
In connection with the preparation of this opinion, we have reviewed such
questions of law as we have deemed necessary. We do not herein give any opinion
with respect to the laws of any jurisdiction other than the general laws of the
United States of America, the federal securities laws, the laws of the District
of Columbia. Except as otherwise provided herein, we have assumed that, insofar
as the laws of another jurisdiction may be applicable to any matters to which
this opinion may relate, such laws are identical to the laws of the District of
Columbia, however, we express no opinion as to the extent to which the laws of
the District of Columbia or such other jurisdiction may apply.
Based upon the foregoing, we are of the opinion that the 80,000 Shares of
Common Stock and the Options issuable to the Consultant pursuant to the terms of
the Consulting Agreement have been duly authorized and, with respect to the
Common Stock, reserved for issuance and, when issued in accordance with the
terms of the Consulting Agreement will be duly authorized, validly issued, fully
paid and nonassessable. In addition, we are of the opinion that the 100,000
shares of Common Stock issuable to the Consultant upon exercise of the Options
have been duly authorized and when such shares of Common Stock are paid for and
issued in accordance with the terms of the Options such shares will be duly
authorized, fully paid and nonassessable.
We hereby consent to your filing a copy of this opinion as an exhibit to the
Registration Statement.
DE MARTINO FINKELSTEIN ROSEN & VIRGA
By:/s/ Kathleen L. Cerveny
----------------------------------
Kathleen L. Cerveny, a Principal
<PAGE>
EXHIBIT 10.1
<PAGE>
FINANCIAL PUBLIC RELATIONS
CONSULTING AGREEMENT
THIS FINANCIAL PUBLIC RELATIONS CONSULTING AGREEMENT, made as of the 6th day of
May, 1996, by and between: LANGLEY FINANCIAL GROUP, INC., a Florida corporation
having its principal office located at 8543 Santa Monica Blvd., Suite 12, Los
Angeles, CA 90069 (hereinafter referred to as "Consultant").
Polish Telephone & Microwave Corp., a Texas corporation having its principal
office located at 433 East Las Colinas Blvd., Suite 815, Irving, TX 75039,
(hereinafter referred to as the "Company"),
WITNESSETH THAT, WHEREAS, the Company, a public corporation, requires financial
public relations services and desires to employ Consultant, as an independent
contractor consultant, who will be additionally hiring the independent
consulting services of Richard H. Langley, Jr., ("Langley") to provide such
services, Consultant and Langley are agreeable to such employment, and the
parties desire a written document formalizing their relationship and evidencing
the terms of their agreement;
NOW, THEREFORE, intending to be legally bound and in consideration of the
mutual promises and covenants, the parties have agreed as follows:
1. APPOINTMENT. The Company hereby appoints Consultant and Langley, as
its non-exclusive financial public relations counsel and hereby retains and
employs Consultant and Langley, on the terms and conditions of this Agreement.
Consultant AND Langley accept such appointment and agree to perform the services
upon the terms and conditions of this Agreement.
2. TERM. The term of this Agreement shall begin on June 24, 1996 and
shall terminate on June 24, 1997.
3. SERVICES. (a) Consultant and Langley shall act, generally, as a non-
exclusive financial public relations counsel, essentially, acting (1) as a
liaison between the Company and its stockholders; (2) as an advisor to the
Company with respect to communications and information (e.g., interviews, press
releases, shareholders reports, etc.) as well as planning, designing,
developing, organizing, writing and distributing such communications and
information as the Company may request or direct.
(b) As the Company shall request or direct, Langley shall assist in
establishing and advise the Company with respect to shareholder meetings,
interviews of Company officers by analysts, market makers, broker-dealers,
and other members of the financial community, both in the United States and
Europe.
(c) Langley shall seek to make the Company, its management, its products,
and its financial situation and prospects, known to the financial press
and publications, broker-dealers, mutual funds, institutional investors,
market makers, broker-dealers, and other members of the financial
community, both in the United States and Europe.
(d) As the Company shall request or direct, Langley shall act, generally
as a financial public relations counselor to the Company, including (1)
introducing the Company to broker-dealers, market makers, banks, financial
advisors, financial institutions, both in the United States and in Europe;
(2) introducing the Company to potential business partners and customers;
and (3) arranging interviews and analyst meetings and securing invitation
<PAGE>
of the Company to appropriate conferences and business events, and similar
financial public relations events.
(e) The initial services to be rendered by Langley at Consultant's
expense, other than the travel expenses of Company's officers or
representatives, shall be: (1) securing of TV and radio interviews and
placement of at least one magazine profile; (2) preparation (writing and
printing) of a corporate profile; (3) handling of one promotional mailing
of 100,000 pieces (10,000 pieces per month for 10 months) for the
generation of leads, together with the fulfillment of those leads by the
mailing of the corporate profile; (4) will seek to provide Company after-
market sponsorship.
4. LIMITATIONS ON SERVICES. The parties recognize that certain
responsibilities and obligations are imposed by both US and foreign securities
laws as well as by the applicable rules and regulations of the NASD, in-house
"due diligence" or "compliance" departments of brokerage houses, etc.
Accordingly, Consultant and Langley agree that:
(a) Neither Consultant nor Langley shall release any financial or other
information or data about the Company without the consent and approval of
the Company.
(b) Neither Consultant nor Langley shall conduct any meeting with
financial analyst without informing the Company in advance of the proposed
meeting and the format or agenda of such meeting and the Company may elect
to have a representative of the Company attend at such meeting.
(c) Neither Consultant nor Langley shall release any information or data
about the Company to any selected or limited person(s), entity, or group
if Consultant nor Langley is aware that such information or data has not
been generally released or promulgated. Consultant nor Langley shall not
mention the Company on the internet unless the text, web site and context
of the reference are approved by the Company.
(d) After notice by the Company of filing for a proposed public offering
of securities of the Company, and during any period of restriction on
publicity, neither Consultant nor Langley shall engage in any public
relations efforts not in the normal course without approval of counsel for
the Company and of counsel for the underwriter(s), if any.
(e) Neither Consultant nor Langley shall take any action or advise or
knowingly permit the Company to take any action, which would violate any
foreign securities laws or rules and regulations issued thereunder.
(f) After notice by the Company of any placement of its securities
pursuant to any exemption from registration and during any period of
restriction on publicity, neither Consultant nor Langley shall violate the
publicity provisions of Federal Securities Laws.
(g) Neither of the Consultant nor Langley shall release or disseminate any
information about the Company without the prior approval of the Company.
- 2 -
<PAGE>
5. DUTIES OF COMPANY. (a) Company shall supply Consultant or Langley on a
regular and timely basis, with all approved data and information about the
Company, its management, its products, and its operations and Company shall be
responsible for advising Consultant or Langley of any facts which would affect
the accuracy of any prior data and information previously supplied to
Consultant or Langley so that Langley may take corrective action. Hereinafter
"Consultants" shall refer to Consultant and Langley.
(b) Company shall, from time to time as applicable, promptly supply
Consultants: (i) with full and complete copies of any and all filings with
the Securities and Exchange Commission and all foreign securities
agencies; (ii) with full and complete copies of all filings with any stock
exchanges; (iii) with full and complete copies of all shareholder reports
and communications whether or not prepared with Consultants assistance;
(iv) with all data and information supplied to any analyst, broker-dealer,
market maker, or other member of the financial community; and (v) with all
product/services brochures, sales materials, etc.
(c) During the term of this Agreement, Company shall notify Consultants
prior to the issuance of any number of shares that would require the
Company to file a Form 10-C during the term of this Agreement.
(d) Company shall promptly notify Consultants of any event which triggers
any restrictions on publicity, together with a statement as to the
countries included within the publicity restriction requirements.
(e) Company shall, contemporaneously with supplying information or data to
Consultants, notify Consultants if any information or data being supplied
to Consultants has not been generally released or promulgated.
(f) Company hereby agrees to indemnify Consultants against, and to hold
Consultants harmless from, any claims, demands, suits, losses, damages,
and etc., arising out of Consultants reliance upon the accuracy of
material facts, material information, and material data, as of the date
issued, unless Consultants has been negligent in fulfilling their duties
and obligations hereunder.
(g) The Consultants shall indemnify and hold harmless the Company, its
directors, officers, agents, employees and counsel from any claim, suit,
loss, damage or cost arising out of a breach of this agreement or the
issuance or dissemination of information not authorized by the Company.
7. COMPENSATION. For all financial public relations services rendered
hereunder during the term hereof, Company shall make payments as follows:
(a) Company shall issue to Richard H. Langley, Jr., for services rendered
beginning May 1, 1996 and ending July 1, 1996, 50,000 shares of the common
stock of (PTMC) to be delivered on or before July 1, 1996. These services
include: (1) company due diligence and market analysis; (2) research
analysis and report; and (3) schedule TV interviews.
- 3 -
<PAGE>
(b) Company shall issue to Richard H. Langley, Jr., for services to be
performed beginning July 1, 1996 and ending October 1, 1996, 100,000
shares of the common stock of (PTMC) to be delivered on or before October
1, 1996. These services include (1): 10,000 piece mailing; (2) full-time
telephone marketing position (10,000 broker database); (3) conference
exposure; and (4) internet site and marketing of the Company's corporate
image (currently 30,000+ visitors monthly).
(c) Company shall issue to Richard H. Langley, Jr., for services to be
performed beginning October 1, 1996 and ending February 1, 1997, options
to purchase 50,000 shares of the common stock of (PTMC) @ $6.00 per share,
to be delivered on or before February 1, 1997. These services include:
(1) 10,000 piece mailing; (2) full-time telephone marketing position
(10,000 broker database); (3) TV/Radio interviews; and (4) internet site
and marketing (currently 30,000+ visitors monthly).
(d) Company shall issue to Richard H. Langley, Jr., for services to be
performed beginning February 1, 1997 and ending July 1, 1997, the balance
of 50,000 options to purchase common stock of (PTMC) @ $6.00 per share, to
be delivered on or before July 1, 1997. These services include: (1)
10,000 piece mailing; (2) full-time telephone marketing position (10,000
broker database); (3) TV/Radio interview; (4) conference exposure; and
(5) internet site and marketing (currently 30,000+ visitors monthly).
(e) Company shall pay to Richard H. Langley, Jr., for services which have
been performed and will be performed according to the above schedule,
$2,500/U.S. dollars monthly. This fee shall be due on the 24th day of
each month beginning with the execution of this contract and ending June
24, 1997.
(f) The parties acknowledge that in negotiating these fees they recognize
that the services will probably not be performed in equal monthly
segments, but may be substantial during the earlier portion of the term
but less thereafter as relationships and communication lines are
established directly by the Company.
(g) Consultant and Langley shall pay their own costs and expenses incurred
by Company in providing the contemplated financial public relations
services, including but not limited to wire service distribution cost
(e.g., Business Wire), out-of-pocket expenses for travel, entertainment,
telephone/facsimile charges, and postage and delivery services charges
(e.g., Federal Express) as well as compensation to third party vendors,
copywriters, staff writers, art and graphic personnel, printing, etc.
(h) For all special services, not within the scope of this Agreement,
Company shall pay Consultant and Langley such fees, costs, and expenses
as, and when, the parties shall determine in advance of performance of the
special services provided that Company has agreed in advance to the
special services.
8. RELATIONSHIP OF PARTIES. Each of Consultant and Langley is an independent
contractor, each of which is responsible for the compensation of its own
affiliates, agents, employees and representatives, as well as all applicable
withholding therefrom and taxes thereon (including unemployment compensation)
and all workmen's compensation insurance. This Agreement does not establish
- 4 -
<PAGE>
any partnership, joint venture, or other business entity or association between
the parties and no party is intended to have any interest in the business or
property of the other by reason of this Agreement.
9. TERMINATION. This Agreement may be terminated by any party hereto prior to
the expiration of the term provided in paragraph 2 above as follows:
(a) Upon failure of the other party to cure a default under, or a breach
of, this agreement within sixty (60) days after written notice is given to
such default or breach by the terminating party.
(b) Upon the bankruptcy or liquidation of the other party; whether
voluntary or involuntary.
(c) Upon the other party taking the benefit of any insolvency law; and/or
(d) Upon the other party having or applying for a receiver appointed for
all or a substantial part of such party's assets or business.
10. WAIVER OF BREACH. The waiver by a party of a breach of any provision of
this Agreement by another party shall not operate or be construed as a waiver
of any subsequent breach by the breaching party.
11. ASSIGNMENT. The rights and obligations of the parties under this Agreement
shall inure to the benefit of, and shall be binding upon, the successors and
assigns of the parties.
12. NOTICES. Any notice required or permitted to be given under this Agreement
shall be sufficient if in writing, and if sent by certified mail, return
receipt requested, to the principal office of the party being notified.
13. ENTIRE AGREEMENT. This instrument contains the entire agreement of the
parties and may be modified only by agreement in writing, signed by the party
against whom enforcement of any waiver, change, modification, extension or
discharge is sought. If any provision of this Agreement is declared void, such
provision shall be deemed severed from this Agreement, which shall otherwise
remain in full force and effect.
14. GOVERNING LAW. This Agreement shall be a contract made in the State of
Florida and shall be interpreted and governed by, and construed in accordance
with, the laws of the State of Florida.
15. TAXES. Any and all taxes, excises, assessments, levies, interest and
penalties, which may be assessed, levied, demanded, or imposed by any
governmental agency in connection with this agreement, shall be paid by the
party upon which they are imposed and shall be the sole obligation of such
party.
16. ARBITRATION. Any controversy or claim arising out of or relating to this
agreement shall be settled by arbitration in Houston, Texas, in accordance with
the applicable rules of the American Arbitration Association. The prevailing
party shall be entitled to receive all costs of the arbitration from the party
adjudged to be liable.
- 5 -
<PAGE>
17. COUNTERPARTS. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have
executed this Agreement.
POLISH TELEPHONES AND MICROWAVE LANGLEY FINANCIAL GROUP, INC.
CORPORATION
By /s/ Gary Panno By: /s/ Richard H. Langley, Jr.
----------------------------- -------------------------------
Gary Panno Richard H. Langley, Jr., President
RICHARD H. LANGLEY, JR.
By /s/ Richard H. Langley, Jr.
-------------------------------
Richard H. Langley, Jr.
<PAGE>
This memo is to summarize the agreement between Telscape and Richard H.
Langley and Langley Financial regarding the PR contract between the two firms.
Telscape will agree to 55,000 shares now and 25,000 shares in six months.
Also, the100,000 options will be a strike price of $5.00 as opposed to $6.00.
This agreement supersedes the prior PR agreement.
Agreed to this 17th day of September, 1996
/s/E. Scott Crist
E. Scott Crist
/s/Richard Langley
Richard Langley
Langley Financial
<PAGE>
EXHIBIT 23.2
<PAGE>
INDEPENDENT AUDITORS' CONSENT
Polish Telephones and Microwave Corporation
Irving, Texas
We consent to the incorporation by reference in this Registration Statement of
Polish Telephones and Microwave Corporation on Form S-8 of our report dated
March 27, 1996, appearing in the Annual Report on Form 10-KSB of Polish
Telephones and Microwave Corporation for the year ended December 31, 1995.
/s/ Hoffman, McBryde & Co., P.C.
HOFFMAN, MCBRYDE & CO., P.C.
Dallas, Texas
September 30, 1996
