As filed with the Securities and Exchange Commission on Nov.20, 2000
Registration No. _____________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Guinness Telli*Phone Corporation
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(Exact name of registrant as specified in its charter)
Nevada 68-0310550
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(State or other jurisdiction I.R.S. Employer
of incorporation or organization) Identification No.)
655 Redwood Hwy., #273, Mill Valley, California 94941
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(Address of Principal Executive Offices) (Zip Code)
Guinness Telli*Phone Corporation Stock Option Plan
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(Full title of the plan)
Lawrence A. Guinness, 655 Redwood Hwy., Mill Valley, California 94941
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(Name and address of agent for service)
(415) 389-9442
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed maximum Proposed maximum Aggregate
Title of securities amount to be offering price offering
to be registered registered per share price registration fee (1)
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<S> <C> <C> <C> <C>
Common Stock,
$.001 Par Value (2) 2,000,000 $0.78 $1,560,000 $433.68
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TOTALS 2,000,000 $1,560,000 $433.68
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</TABLE>
<PAGE>2
(1) The fee with respect to these shares has been calculated pursuant
to Rule 457 of Regulation C under the Securities Act of 1933, as
amended, and based upon the average of the bid and asked price per
share of the Registrant's Common Stock on a date within five (5) days
prior to the date of filing of this Registration Statement, as reported
on the National Association of Securities Dealers, Inc.'s Electronic
Bulletin Board.
(2) To be issued, at the sole discretion of the Registrant, as Direct
Shares, or Shares underlying options granted to and to be granted,
under the Guinness Telli*Phone Corporation Stock Option Plan.
<PAGE>3
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
The document(s) containing the information concerning the
Guinness Telli*Phone Corporation Stock Option Plan, effective as of
September 30, 1998 (the "Plan"), required by Item 1 of Form S-8 under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and the statement of availability of registrant information, employee
benefit plan annual reports and other information required by Item 2 of
Form S-8 will be sent or given to participants as specified by Rule
428. 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 on Form S-8 (the "Registration Statement") or as
prospectuses or prospectus supplements pursuant to Rule 424. Guinness
Telli*Phone Corporation, a Nevada corporation (the "Company"), shall
maintain a file of such documents in accordance with the provisions of
Rule 428. Upon request, the Company shall furnish to the Commission or
its staff a copy or copies of all of the documents included in such
file.
<PAGE>4
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The content of the Company's Annual Report on Form 10-K for
the year ended December 31, 1999, and Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 2000 are incorporated by
reference into this Registration Statement. All documents filed by the
Company with the Commission pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Registration Statement
and prior to the termination of the offering shall be deemed to be
incorporated by reference into this Registration Statement and to
be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement. The
Company will provide without charge to each person to whom a copy of
this Registration Statement is delivered, on the written or oral
request of such person, a copy of any or all of the documents referred
to above which have been or may be incorporated by reference into this
Registration Statement, other than certain exhibits to such
documents. Requests for such copies shall be directed to Shareholder
Relations, Guinness Telli*Phone Corporation, 655 Redwood Hwy.,#273,
Mill Valley, California 94941, telephone (415) 389-9442.
ITEM 4. DESCRIPTION OF SECURITIES.
COMMON STOCK.
The Articles of Incorporation of the Company authorizes the
issuance of 100,000,000 shares of Common Stock, $.001 par value. The
Common Stock will receive such dividends, if any, as may be declared b
the Board of Directors out of funds legally available for such
purposes. Under the Corporation's Code of the State of Nevada,
dividends may be paid to stockholders from a corporation's excess of
its assets over its liabilities, including capital, as computed in
accordance with the provisions of Nevada Revised Statutes 78.270 to
78.410, inclusive, or in case there shall be no such excess, out of its
net profits for the fiscal year then current and the preceding fiscal
year, but not otherwise.
Holders of the Common Stock
- have no conversion rights;
- have no sinking fund rights;
- have no redemption provisions;
- are entitled to one vote per share on all matters submitted to a
vote of holders of Common Stock;
- do not have any cumulative voting rights; (vi) do not have any
preemption rights.
In the event of a liquidation, dissolution or winding-up of the
Company, the holders of Common Stock are entitled to share equally and
ratably in the assets of the Company, if any, remaining after the
payment of all debts and liabilities of the Company and the liquidation
preference of any preferred stock that may be then outstanding. The
outstanding Common Stock is, and the shares to be issued in this
offering, when and if issued, will be fully paid and non-assessable.
There is no restriction on alienability of the securities to be
registered.
There is no provision discriminating against any existing or
prospective holder of the securities as a result of any securities
holder owning a substantial amount of securities. Additional authorized
but unissued Common Stock may be issued by the Company's Board of
Directors without the approval of the shareholders.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable
<PAGE>5
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Articles of Incorporation, in accordance with the
Corporation Laws of the State of Nevada provides:
"In accordance with Section 78.037 of the Nevada Business
Corporation Code, the directors and officers of this corporation shall
not be personally liable to the corporation or its stockholders for
damages for breach of fiduciary duty as a director or officer, so long
as the acts or omissions did not involve intentional misconduct, fraud
or a knowing violation of law or as a result of the payment of
dividends in violation of NRS 78.300."
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit Number Description
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4.1 The Company's Articles of
Incorporation, as amended, define
the rights of holders of the equity
securities being registered, which
are included as exhibits to the
Company's Form 10, filed with the
SEC on March 8, 1996, File No. 0-
25632 (2)
4.2 The Company's Bylaws define the
rights of holders of the equity
securities being registered, which
are included as exhibits to the to
the Company's Form 10, filed with
the SEC on March 8, 1996, File No.
0-25632 (3)
5.1 Opinion of Counsel, Jody M. Walker,
Attorney At Law (1)
10.1 Guinness Telli*Phone Corporation
Stock Option Plan adopted by the
Company on September 30, 1998 (5)
23.1 Consent of Rooney, Nolt, and Ahen,
Certified Public Accountants (1)
23.2 Consent of Jody M. Walker, Attorney
At Law(4)
(1) Included in this filing.
Form S-8, filed with the SEC on September 30, 1998.
(2) Incorporated by reference to Exhibit 2 to the Company's Form
10, filed with the SEC on March 8, 1996, File No. 0-25632.
(3) Incorporated by reference to Exhibit 2 to the Company's Form
10, filed with the SEC on March 8, 1996, File No. 0-25632.
(4) Included in Exhibit 5.1.
(5) Incorporated by reference to Exhibit 10.1 to the Company's
Form S-8 filed with the SEC on September 30, 1998.
ITEM 9. UNDERTAKINGS.
The undersigned Company 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;
<PAGE>6
(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;
(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 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.
(4) 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 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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 that 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 of the
Company in the successful defense of that 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 of 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.
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-8 and has duly
caused this registration statement or amendment to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Mill Valley, State of California, on the 16th day of November, 2000.
GUINNESS TELLI*PHONE CORPORATION
By: /s/ Lawrence A Guinness
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Lawrence A. Guinness, President,
Chief Executive Officer and Director
<PAGE>7
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the following
persons in the capacities and on the dates indicated.
By: /s/ Lawrence A Guinness
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Lawrence A. Guinness, President,
Chief Executive Officer and Director
Dated: November 16, 2000
By: /s/ Dixie K. Tanner
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Dixie K. Tanner, Vice President -
Secretary and Director
Dated: November 16, 2000
By: /s/ Arthur Korn
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Arthur Korn, Chief Financial Officer,
Director
Dated: November 16, 2000
<PAGE>8
EXHIBIT INDEX
Exhibit Number Description
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4.1 The Company's Articles of
Incorporation, as amended, define
the rights of holders of the equity
securities being registered, which
are included as exhibits to the
Company's Form 10, filed with the
SEC on March 8, 1996, File No. 0-
25632 (2)
4.2 The Company's Bylaws define the
rights of holders of the equity
securities being registered, which
are included as exhibits to the to
the Company's Form 10, filed with
the SEC on March 8, 1996, File No.
0-25632 (3)
5.1 Opinion of Counsel, Jody M. Walker,
Attorney At Law (1)
10.1 Guinness Telli*Phone Corporation
Stock Option Plan adopted by the
Company on September 30, 1998 (5)
23.1 Consent of Rooney, Ida, Nolt and
Ahen, Certified Public Accountants
(1)
23.2 Consent of Jody M. Walker, Attorney
At Law(4)
(1) Included in this filing
(2) Incorporated by reference to Exhibit 2 to the Company's Form
10, filed with the SEC on March 8, 1996, File No. 0-25632.
(3) Incorporated by reference to Exhibit 2 to the Company's Form
10, filed with the SEC on March 8, 1996, File No. 0-25632.
(4) Included in Exhibit 5.1.
(5) Incorporated by reference to Exhibit 10.1 to the Company's
Form S-8 filed with the SEC on September 30, 1998.
