As filed with the Securities and Exchange Commission on June 16, 2000.
Registration No. 333-___
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
_______________________
TELSCAPE INTERNATIONAL, INC.
(Exact name of Registrant as specified in its Charter)
TEXAS 75-2433637
----- ----------
(State or Other Jurisdiction of Incorporation or (I.R.S.Employer
Organization) Identification No.)
_______________________
1325 NORTHMEADOW PARKWAY
ROSWELL, GEORGIA 30076
(Address of Principal Executive Office)
_______________________
2000 PAY FOR PERFORMANCE STOCK OPTION PLAN
2000 EXECUTIVE MARKET VALUE APPRECIATION STOCK OPTION PLAN
2000 INCENTIVE STOCK OPTION PLAN
2000 EXECUTIVE LONG-TERM PLAN
2000 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full Title of the Plans)
_______________________
STEPHEN E. RAVILLE with copy to:
CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF DALLAS PARKER, ESQ.
THE BOARD THOMPSON KNIGHT BROWN PARKER &
TELSCAPE INTERNATIONAL, INC. LEAHY L.L.P.
1325 NORTHMEADOW PARKWAY 1200 SMITH STREET
ROSWELL, GEORGIA 30076 SUITE 3600
(Name and address of agent for service) HOUSTON, TEXAS 77002
(770) 432-6800
(Telephone Number, Including Area Code, of Agent for Service)
_____________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered Per Share (1) Offering Price (1) Registration Fee
-------------------- ----------------- ----------------- ------------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, 4,555,000 $8.531 $38,858,705.00 $10,260.00
.001 par value shares (2)
<FN>
(1) Estimated for the purpose of calculating the registration fee pursuant to
Rule 457(h) with respect to the 4,555,000 shares available for award under
the Plans and the option agreements on the basis of the average of the
closing bid and asked prices, as reported by National Quotation Bureau,
Inc., for June 14, 2000
(2) Includes 1,500,000 shares issuable upon exercise of stock options granted
pursuant to the Pay for Performance Plan; 2,000,000 shares issuable upon
exercise of stock options granted pursuant to the Executive Market Value
Appreciation Plan; 500,000 shares issuable upon exercise of stock options
granted pursuant to the Non-Employee Director Plan; 300,000 shares issuable
upon exercise of stock options granted pursuant to the Incentive Plan;
200,000 shares issuable upon exercise of stock options granted pursuant to
the Executive Long-Term Plan, copies of which are attached as exhibits
hereto; 45,000 shares issuable upon the exercise of certain options by John
Reiland pursuant to an option agreement substantially in the form of
Exhibit 4.6 attached hereto, and 10,000 shares issuable upon the exercise
of certain options by James Hughes pursuant to an option agreement
substantially in the form of Exhibit 4.6 attached hereto.
</TABLE>
Pursuant to Rule 416, this Registration Statement also covers such number
of additional shares of common stock as may become available for issuance
pursuant to the foregoing in the event of certain changes in outstanding shares,
including reorganizations, recapitalizations, stock splits, stock dividends and
reserve stock splits.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information concerning the Registrant's Pay
for Performance Stock Option Plan, Executive Market Value Appreciation Stock
Option Plan, Incentive Stock Option Plan, Executive Long-Term Plan, Non-Employee
Director Stock Option Plan, the Reiland Option, and the Hughes Option required
by Item 1 of Part I of Form S-8 and the statement of availability of Registrant
Information, Plan Information and other information required by Item 2 of Part I
of Form S-8 will be sent or given to participants as specified by Rule 428 under
the Securities Act of 1933, as amended (the "Securities Act"). In accordance
with Rule 428 and the requirements of Part I of Form S-8, such documents are not
being filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act. The Registrant
shall maintain a file of such documents in accordance with the provisions of
Rule 428. Upon request, the registrant shall furnish to the Commission or its
staff a copy or copies of all of the documents included in such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities and
Exchange Commission are hereby incorporated by reference in this Registration
Statement:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999, filed March 30, 2000;
(b) The following reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year ended December 31, 1999:
(i) Telscape's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000, filed May 12, 2000;
(ii) Telscape's Current Report on Form 8-K, filed June 15, 2000; and
(c) The description of the common stock, par value $.001 per share, of the
Registrant set forth as Item 1 of the Registrant's registration
statement on Form 8-A filed July 31, 1994 and August 11, 1994,
pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended, including any amendment or report filed for the purpose of
updating such information.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 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 securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
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<PAGE>
of filing of such documents. The Registrant will provide, without charge, to
each participant in the Registrant's Pay for Performance Stock Option Plan,
Executive Market Value Appreciation Stock Option Plan, Incentive Stock Option
Plan, Executive Long-Term Plan and Non-Employee Director Stock Option Plan, upon
written or oral request directed to the Registrant's Secretary at the
Registrant's executive offices, a copy (without exhibits thereto other than
exhibits which are specifically incorporated herein by reference) of any or all
documents incorporated by reference to this Item 3.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain partners of Thompson & Knight L.L.P. have beneficial interests in
11,175 shares of the Registrant's common stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's By-Laws provide that the Registrant shall indemnify and
advance expenses to the directors, officers, employees, and agents of the
Registrant or any other persons serving at the request of the Registrant in such
capacities in a manner and to the maximum extent permitted by applicable state
or federal law. The Registrant's Articles of Incorporation provide that
Registrant shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative, arbitrative, or
investigative, any appeal in such an action, suit, or proceeding and any inquiry
or investigation that could lead to such an action, suit, or proceeding (whether
or not by or in the right of the Registrant), by reason of the fact that he is
or was a director or officer of the Registrant, or is or was serving at the
request of the Registrant as a director or officer, against all judgments,
penalties (including excise and similar taxes), fines, settlements, and
reasonable expenses (including attorneys' fees and court costs) actually and
reasonably incurred by him in connection with such action, suit or proceeding to
the fullest extent permitted by any applicable law, and such indemnity shall
inure to the benefit of the heirs, executors and administrators of any such
person so indemnified. The right to indemnification under the Registrant's
Articles of Incorporation is a contract right and shall include, with respect to
directors and officers, the right to be paid by the Registrant the expenses
incurred in defending any such proceeding in advance of its disposition;
PROVIDED, HOWEVER, that, the payment of such expenses incurred by a director or
officer in advance of the final disposition of a proceeding shall be made only
upon delivery to the Registrant of (i) a written affirmation by such director or
officer of his good faith belief that he has met the standard of conduct
necessary for indemnification under the Registrant's Articles of Incorporation
or otherwise and (ii) a written undertaking by or on behalf of such director or
officer to repay all amounts so advanced if it shall ultimately be determined
that such director or officer is not entitled to be indemnified under the
Registrant's Articles of Incorporation or otherwise. The indemnification and
advancement of expenses provided by, or granted pursuant to, the Registrant's
Articles of Incorporation shall not be deemed exclusive of any right to which
those seeking indemnification or advancement of expenses may be entitled under
any law, by-law, agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office.
Persons who are not directors or officers of the Registrant may be
similarly indemnified in respect of such service to the extent authorized at any
time by the Board of Directors of the Registrant. The Registrant may purchase
and maintain liability insurance or make other arrangements for such obligations
to the extent permitted by the Texas Business Corporation Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 2000 Pay for Performance Stock Option Plan (filed as Exhibit 10.39 to
the Registrant's Form S-4 (No. 333-36882) and incorporated herein by
reference).
4.2 2000 Executive Market Value Appreciation Stock Option Plan (filed as
Exhibit 10.37 to the Registrant's Form S-4 (No. 333-36882) and
incorporated herein by reference).
4.3 2000 Incentive Stock Option Plan (filed as Exhibit 10.40 to the
Registrant's Form S-4 (No. 333-36882) and incorporated herein by
reference).
4.4 2000 Executive Long-Term Plan (filed as Exhibit 10.41 to the
Registrant's Form S-4 (No. 333-36882) and incorporated herein by
reference).
4.5 2000 Non-Employee Director Stock Option Plan (filed as Exhibit 10.38
to the Registrant's Form S-4 (No. 333-36882) and incorporated herein
by reference).
*4.6 Form of Option Agreement for certain option holders.
*5.1 Legal opinion of Thompson Knight Brown Parker & Leahy L.L.P.
*23.1 Consent of BDO Seidman LLP
*23.2 Consent of Arthur Andersen LLP
23.3 Consent of Thompson Knight Brown Parker & Leahy L.L.P. (included as
part of the legal opinion included hereof as Exhibit 5.1)
24.1 Power of Attorney (included on the signature page hereto).
-----------------
*Filed Herewith
ITEM 9. 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the Form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference 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 that time will 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.
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<PAGE>
(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 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.
(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.
4
<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 of filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Roswell, state of Georgia, this 16th day of June,
2000.
TELSCAPE INTERNATIONAL, INC.
By: /s/ Stephen E. Raville
-------------------------------
Stephen E. Raville
Chief Executive Officer and Chairman of
the Board of Directors
POWER OF ATTORNEY
We, the undersigned directors and officers of Telscape International, Inc.,
do hereby constitute and appoint Stephen E. Raville or Richard P. Halevy, or
either of them, our true and lawful attorneys and agents, to do any and all acts
and things in our name and on our behalf in our capacities as directors and
officers, and to execute any and all instruments for us and in our names in the
capacities indicated below, which said attorneys and agents, or either of them,
may deem necessary or advisable to enable said corporation to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission, in connection with the filing of this
registration statement, including specifically without limitation, power and
authority to sign for any of us, in our names in the capacities indicated below,
any and all amendments hereto; and we do each hereby ratify and confirm all that
the said attorneys and agents, or either of them shall do or cause to be done by
virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------------------------- --------------------------- -------------
/s/ Stephen E. Raville Chief Executive Officer and June 16, 2000
---------------------------
Stephen E. Raville Chairman of the Board of
Directors
/s/ Peter C. Alexander Chief Operating Officer June 16, 2000
---------------------------
Peter C. Alexander
and Director
---------------------------
/s/ Richard P. Halevy Chief Financial Officer June 16, 2000
---------------------------
Richard P. Halevy
/s/ Gerald F. Schmidt Director June 16, 2000
---------------------------
Gerald F. Schmidt
/s/ David C. Lee Director June 16, 2000
---------------------------
David C. Lee
/s/ Darryl B. Thompson Director June 16, 2000
---------------------------
Darryl B. Thompson
---------------------------
5
<PAGE>
Exhibits Index
--------------
4.1 2000 Pay for Performance Stock Option Plan (filed as Exhibit 10.39 to
the Registrant's Form S-4 (No. 333-36882) and incorporated herein by
reference).
4.2 2000 Executive Market Value Appreciation Stock Option Plan (filed as
Exhibit 10.37 to the Registrant's Form S-4 (No. 333-36882) and
incorporated herein by reference).
4.3 2000 Incentive Stock Option Plan (filed as Exhibit 10.40 to the
Registrant's Form S-4 (No. 333-36882) and incorporated herein by
reference).
4.4 2000 Executive Long-Term Plan (filed as Exhibit 10.41 to the
Registrant's Form S-4 (No. 333-36882) and incorporated herein by
reference).
4.5 2000 Non-Employee Director Stock Option Plan (filed as Exhibit 10.38
to the Registrant's Form S-4 (No. 333-36882) and incorporated herein
by reference).
*4.6 Form of Option Agreement for certain option holders.
*5.1 Legal opinion of Thompson Knight Brown Parker & Leahy L.L.P.
*23.1 Consent of BDO Seidman LLP
*23.2 Consent of Arthur Andersen LLP
23.3 Consent of Thompson Knight Brown Parker & Leahy L.L.P. (included as
part of the legal opinion included hereof as Exhibit 5.1)
24.1 Power of Attorney (included on the signature page hereto).
-----------------
*Filed Herewith
6
<PAGE>
