<PAGE>
As filed with the Securities and
Exchange Commission on June 13, 1996
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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Tel-Save Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware 23-2827736
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
22 Village Square
New Hope, Pennsylvania 18938
(Address of Principal (Zip Code)
Executive Offices)
1995 EMPLOYEE STOCK OPTION PLAN
-AND-
OPTION AGREEMENTS OF HAROLD FIRST AND RONALD THOMA
(Full title of the plan)
Aloysius T. Lawn, IV
General Counsel and Secretary
Tel-Save Holdings, Inc.
22 Village Square
New Hope, Pennsylvania 18938
(215) 862-1500
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------
Proposed
Title of Maximum Proposed
Securities Amount Offering Aggregate Amount of
To Be To Be Price Per Offering Registration
Registered Registered Share* Price* Fee
- ------------------------------------------------------------------------------
Common Stock, 2,570,000 $23.75 $25,066,370 $8,643.58
$.01 par Shares
value
- ------------------------------------------------------------------------------
* The shares of Common Stock may be acquired upon the exercise of options at
prices ranging from $8.17 to $11.83 per share. Pursuant to Rule 457(h)(1), the
aggregate offering price is computed on the basis of the price at which the
options may be exercised. Shares not yet awarded under the Corporation's 1995
Employee Stock Option Plan are priced for fee calculation purposes at the fair
market value of the Common Stock at the close of business on June 11, 1996 which
equaled $23.75.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents filed by Tel-Save Holdings, Inc. ("Company" or
"Registrant") with the Securities and Exchange Commission ("Commission") are
hereby incorporated herein by reference:
(a) the Company's annual report on Form 10-K for the year ended
December 31, 1995;
(b) the Company's quarterly report on Form 10-Q for the quarter
ended March 31, 1996; and
(c) the description of the Company's Common Stock contained in the
Company's registration statement pursuant to Section 12(g) of
the Securities Exchange Act of 1934, as amended, on Form 8-A,
filed on September 8, 1995.
All documents filed by the Company after the date of this registration
statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all of
the Company's Common Stock offered hereby has been sold or which withdraws from
registration such Common Stock then remaining unsold, shall be deemed to be
incorporated in this registration statement by reference and be a part hereof
from the date of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference in this registration
statement 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 in this registration statement modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or so superseded, to constitute a part of this
registration statement.
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Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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The Delaware General Corporation Law provides, in substance, that
Delaware corporations shall have the power, under specified circumstances, to
indemnify their directors, officers, employees and agents in connection with
actions or suits by or in the right of the corporation, by reason of the fact
that they were or are such directors, officers, employees and agents, against
expenses (including attorneys' fees) and, in the case of actions, suits or
proceedings brought by third parties, against judgments, fines and amounts paid
in settlement actually and reasonably incurred in any such action, suit or
proceeding.
The Registrant's Bylaws also provide for indemnification to the fullest
extent permitted by the Delaware General Corporation Law. Reference is made to
the Bylaws of the Registrant.
As permitted by the Delaware General Corporation Law, the Registrant's
Bylaws eliminate the personal liability of its directors to the Registrant and
its stockholders, in certain circumstances, for monetary damages arising from a
breach of the director's duty of care. Additionally, the Registrant has entered
into indemnification agreements with some of its directors and officers. These
agreements provide for indemnification to the fullest extent permitted by law
and, in certain respects, may provide greater protection than that specifically
provided for by the Delaware General Corporation Law. The agreements do not
provide indemnification for, among other things, conduct that is adjudged to be
fraud, deliberate dishonesty or willful misconduct.
Item 7. Exemption from Registration Claimed.
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Not applicable.
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Item 8. Exhibits.
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Exhibit No. Description
- ----------- -----------
Exhibit 3.1 Amended and Restated Certificate of Incorporation, as amended,
of Tel-Save Holdings, Inc. (Incorporated herein by reference
to Exhibit 3.1 to the Company's Registration Statement on Form
S-1(File No. 33-94940)).
Exhibit 3.2 Amendment to Amended and Restated Certificate of Incorporation
of Tel- Save Holdings, Inc. (Incorporated herein by reference
to Exhibit 3.3 to the Company's Registration Statement on Form
S-1(File No. 333-2738)).
Exhibit 3.3 Bylaws of Tel-Save Holdings, Inc. (Incorporated herein by
reference to Exhibit 3.2 to Amendment No. 1 to the Company's
Registration Statement on Form S-1(File No. 33-94940)).
Exhibit 4.1 1995 Employee Stock Option Plan of Tel-Save Holdings, Inc.
(including the form of option agreements attached as Appendix
I and Appendix II thereto) (Incorporated herein by Reference
to Exhibit 10.15 to the Company's Registration Statement on
Form S-1 (File No. 33-94940)).
Exhibit 5 Opinion of Aloysius T. Lawn, IV, General Counsel and Secretary
of Tel-Save Holdings, Inc. with respect to the validity of the
Common Stock being registered. Filed herewith.
Exhibit 23.1 Consent of BDO Seidman, LLP, independent certified public
accountants. Filed herewith.
Exhibit 23.2 Consent of Aloysius T. Lawn, IV (included in Exhibit 5).
Exhibit 24 Powers of attorney of the directors and certain officers of
the Company. Included in the signature pages of the
Registration Statement at pages II-6.
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Item 9. Undertakings.
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The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to the 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 and of the estimated maximum
offer 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 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 (i) and (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 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;
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4. 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 that is incorporated by reference in this
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 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.
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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Solebury, County of Bucks, Commonwealth of
Pennsylvania, on this 13th day June, 1996.
TEL-SAVE HOLDINGS, INC.
By: /s/ Daniel Borislow
----------------------------
Daniel Borislow
Chairman of the Board,
Chief Executive
Officer and Director
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POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Daniel Borislow, Aloysius T. Lawn,
IV, and Catherine Collins McCoy, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place, and stead, in any and all capacities, to sign any and all amendments to
this registration statement, and to file the same, with exhibits thereto, and
other documents in connection therewith with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all and intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or either of them, or their or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on June 13, 1996.
Signature Title
- --------- -----
/s/ Daniel Borislow
- ------------------------ Chairman of the Board,
Daniel Borislow Chief Executive Officer
and Director (Principal
Executive Officer)
/s/ Gary W. McCulla President and Director
- ------------------------
Gary W. McCulla
/s/ Emanuel J. DeMaio
- ------------------------ Chief Operations Officer
Emanuel J. DeMaio and Director
/s/ Harold First Director
- ------------------------
Harold First
/s/ Ronald R. Thoma Director
- ------------------------
Ronald R. Thoma
/s/ Joseph A. Schenk
- ------------------------ Chief Financial Officer,
Joseph A. Schenk Treasurer and Director
(Principal Financial Officer)
/s/ Kevin R. Kelly
- ------------------------ Controller (Principal
Kevin R. Kelly Accounting Officer)
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INDEX OF EXHIBITS
Exhibit No. Description
- ----------- -----------
Exhibit 3.1 Amended and Restated Certificate of Incorporation, as amended,
of Tel-Save Holdings, Inc. (Incorporated herein by reference
to Exhibit 3.1 to the Company's Registration Statement on Form
S-1(File No. 33-94940)).
Exhibit 3.2 Amendment to Amended and Restated Certificate of Incorporation
of Tel- Save Holdings, Inc. (Incorporated herein by reference
to Exhibit 3.3 to the Company's Registration Statement on Form
S-1(File No. 333-2738)).
Exhibit 3.3 Bylaws of Tel-Save Holdings, Inc. (Incorporated herein by
reference to Exhibit 3.2 to Amendment No. 1 to the Company's
Registration Statement on Form S-1(File No. 33-94940)).
Exhibit 4.1 1995 Employee Stock Option Plan of Tel-Save Holdings, Inc.
(including the form of option agreements attached as Appendix
I and Appendix II thereto) (Incorporated herein by Reference
to Exhibit 10.15 to the Company's Registration Statement on
Form S-1 (File No. 33-94940)).
Exhibit 5 Opinion of Aloysius T. Lawn, IV, General Counsel and Secretary
of Tel-Save Holdings, Inc. with respect to the validity of the
Common Stock being registered. Filed herewith.
Exhibit 23.1 Consent of BDO Seidman, LLP, independent certified public
accountants. Filed herewith.
Exhibit 23.2 Consent of Aloysius T. Lawn, IV (included in Exhibit 5).
Exhibit 24 Powers of attorney of the directors and certain officers of
the Company. Included in the signature pages of the
Registration Statement at pages.
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Exhibit 5
June 13, 1996
Board of Directors of
Tel-Save Holdings, Inc.
22 Village Square
New Hope, PA 18938
Re: Issuance of Shares of Common Stock by Tel-Save Holdings, Inc.
Upon Exercise of Certain Options Held By Employees Under the
1995 Employee Stock Option Plan ("Plan") and Messrs. First and Thoma
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Gentlemen:
I have acted as general counsel to Tel-Save Holdings, Inc. (the
"Company") in connection with the Company's filing pursuant to the Securities
Act of 1933, as amended (the "Act"), of a registration statement on Form S-8,
(the "Registration Statement"), relating to the issuance of up to an aggregate
of 2,570,000 shares of common stock, par value $.01 per share (the "Common
Stock") upon the exercise of certain (i) options issued to employees of the
Company under the Plan and (ii) options issued to Harold First and Ronald Thoma
(collectively, "Options"). You have requested my opinion as to certain matters
with respect to the issuance of the Common Stock.
I have examined such corporate records of the Company, including its
Amended and Restated Certificate of Incorporation, its By-laws, and resolutions
of the Board of Directors, as well as such other documents as I deemed necessary
for rendering the opinion hereinafter expressed.
On the basis of the foregoing, I am of the opinion that the Common
Stock has been duly authorized by the Board of Directors of the Company and,
upon exercise of the Options and payment of the option price of such Option as
provided therein, the Common Stock will be legally issued, fully paid, and
nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name therein.
Sincerely yours,
/s/Aloysius T. Lawn, IV
------------------------------
Aloysius T. Lawn, IV
General Counsel and Secretary
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Tel-Save Holdings, Inc.
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement on Form S-8 of our report
dated February 7, 1996, except for Notes 4, 6(c) and 10 which are dated March
25, 1996, relating to the consolidated financial statements and schedule of
Tel-Save Holdings, Inc. and subsidiaries, appearing in the Company's Annual
Report on Form 10-K for the year ended December 31, 1995.
BDO Seidman, LLP
New York, New York
June 12, 1996
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