AS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION ON DECEMBER 12, 1997
REGISTRATION NO. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
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.)
6805 ROUTE 202
NEW HOPE, PENNSYLVANIA 18938
(Address of Principal (Zip Code)
Executive Offices)
OPTION AGREEMENTS
GRANTED TO EMPLOYEES AND DIRECTORS OF TEL-SAVE HOLDINGS, INC. AND
ITS SUBSIDIARIES
(Full title of the plan)
ALOYSIUS T. LAWN, IV
GENERAL COUNSEL AND SECRETARY
TEL-SAVE HOLDINGS, INC.
6805 ROUTE 202
NEW HOPE, PENNSYLVANIA 18938
(215) 862-1500
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
------------------------------
<PAGE>
<TABLE>
<CAPTION>
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
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 4,986,000 $19.125 $62,506,130 $18,439.31
$.01 par Shares
value per
share
- -----------------------------------------------------------------------------------------------------
</TABLE>
* The shares of Common Stock may be acquired upon the exercise of options to
purchase an aggregate of such number of shares granted prior to the date hereof
to employees and directors of Tel-Save Holdings, Inc. and its subsidiaries at
prices ranging from $5.67 to $19.125 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.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Tel-Save Holdings, Inc. ("Company" or
"Registrant"), unless otherwise indicated, with the Securities and Exchange
Commission ("Commission") are hereby incorporated herein by reference:
1. the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996;
2. Amendments Nos. 1 and 2 to the Company's Annual Report on Form
10-K/A for the fiscal year ended December 31, 1996;
3. the Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1997, June 30, 1997, and September 30, 1997,
Amendment Nos. 1 and 2 to the Company's Quarterly Report on Form
10-Q/A for the quarter ended March 31, 1997 and Amendment No. 1
to the Company's Quarterly Report on Form 10-Q/A for the quarter
ended June 30, 1997;
4. the Company's Current Reports on Form 8-K dated March 6, 1997,
April 24, 1997, July 22, 1997, September 2, 1997, September 5,
1997, October 29, 1997, November 5, 1997, November 7, 1997,
November 24, 1997 and December 1, 1997; and the Company's Current
Reports on Form 8-K/A dated February 3, 1997, February 28, 1997
and August 15, 1997;
5. the description of the Company's Common Stock contained in the
Company's registration statement on Form 8-A, pursuant to Section
12(g) of the Securities Exchange Act of 1934, as amended, 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
<PAGE>
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 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 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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 judgment, 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 Registrant's Bylaws.
II-2
<PAGE>
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 which is adjudged to be
fraud, deliberate dishonesty or willful misconduct.
The Registrant has purchased an insurance policy that purports to insure
the officers and directors against certain liabilities incurred by them in the
discharge of their functions as officers and directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
Exhibit 3.1 Amended and Restated Certificate of
Incorporation, as amended, of Tel-Save
Holdings, Inc. (incorporated herein by
reference to Exhibit 4.1 to the
Company's registration statement on Form
S-4 (File No. 333-38943)).
Exhibit 3.2 Bylaws of Tel-Save Holdings, Inc.
(incorporated herein by reference to
Exhibit 3.2 to the Company's
registration statement on Form S-1 (File
No. 33-94940)).
Exhibit 4.1 Form of Non-Qualified Stock Option of
Tel-Save Holdings, Inc. Filed herewith.
II-3
<PAGE>
Exhibit 5.1 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, certified
public accountants. Filed herewith.
Exhibit 23.2 Consent of Aloysius T. Lawn, IV
(included in Exhibit 5.1).
Exhibit 24.1 Power of attorney of the directors and
certain officers of the Company
(included in the signature page of this
Registration Statement at page II-8).
ITEM 9. UNDERTAKINGS.
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
this 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 this 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 offering range may be
II-4
<PAGE>
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 this Registration
Statement or any material change to such
information in this 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 this
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. 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)
II-5
<PAGE>
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 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; and
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 any
existing provision or arrangement whereby the Registrant may
indemnify a director, officer or controlling person of the
Registrant against liabilities arising under the Securities
Act, 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.
II-6
<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 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 the 11th day of December, 1997.
TEL-SAVE HOLDINGS, INC.
By: /s/ Daniel Borislow
---------------------
Daniel Borislow
Chairman of the Board,
Chief Executive
Officer and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Daniel Borislow and Aloysius T.
Lawn, IV, his true and lawful attorneys-in-fact and agents, 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 or supplements (including
post-effective 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 attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that each of said attorneys-in-fact and agents, or either of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
II-7
<PAGE>
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 December 11, 1997.
SIGNATURE TITLE
- --------- -----
/s/ Daniel Borislow
- ------------------- Chairman of the Board,
Daniel Borislow Chief Executive Officer
and Director (Principal
Executive Officer)
/s/ Gary W. McCulla
- ------------------- President, Director of
Gary W. McCulla Sales and Marketing and
Director
/s/ Emanuel J. DeMaio
- ------------------- Chief Operations Officer
Emanuel J. DeMaio and Director
/s/ George P. Farley
- ------------------- Chief Financial Officer,
George P. Farley Treasurer and Director
(Principal Financial
Officer)
/s/ Kevin R. Kelly
- ------------------- Controller (Principal
Kevin R. Kelly Accounting Officer)
/s/ Harold First
- ------------------- Director
Harold First
/s/ Ronald R. Thoma
- ------------------- Director
Ronald R. Thoma
II-8
<PAGE>
INDEX OF EXHIBITS
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
Exhibit 3.1 Amended and Restated Certificate of
Incorporation, as amended, of Tel-Save
Holdings, Inc. (incorporated herein by
reference to Exhibit 4.1 to the
Company's registration statement on Form
S-4 (File No. 333-38943)).
Exhibit 3.2 Bylaws of Tel-Save Holdings, Inc.
(incorporated herein by reference to
Exhibit 3.2 to the Company's
registration statement on Form S-1 (File
No. 33-94940)).
Exhibit 4.1 Form of Non-Qualified Stock Option of
Tel-Save Holdings, Inc. Filed herewith.
Exhibit 5.1 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, certified
public accountants. Filed herewith.
Exhibit 23.2 Consent of Aloysius T. Lawn, IV
(included in Exhibit 5.1).
Exhibit 24.1 Power of attorney of the directors and
certain officers of the Company
(included in the signature page of this
Registration Statement at page II-8).
Exhibit 4.1
FORM OF NON-QUALIFIED STOCK OPTION
FOR EMPLOYEES AND DIRECTORS
To: _________________________________________________
Name
_________________________________________________
Address
Date of Grant: _________
Exercise Price: _________
You are hereby granted an option, effective as of the date of grant,
to purchase ______ shares of common stock, $.01 par value ("Common Stock"), of
Tel- Save Holdings, Inc. (the "Company") at the exercise price shown above. [The
vesting dates for this option are as follows:
1 The Employee shall be granted options to purchase
_____________________ (__,___) shares of Common Stock (the "Options"). The
Options shall have an exercise price equal to the Exercise Price set forth above
and shall vest according to the following schedule:
1.1 __________ shares of Common Stock (the "First Options") shall vest
and become exercisable upon the first anniversary of the Date of Grant, and then
if and only if the following condition (the "First Vesting Condition") shall
have been met: Employee shall not have been discharged by the Company, nor shall
Employee have voluntarily terminated his employment with the Company or its
affiliates prior to the first anniversary of the Date of Grant;
1.2 __________ shares of Common Stock (the "Second Options") shall
vest and become exercisable upon the second anniversary of the Date of Grant,
and then if and only if each of the following conditions (collectively, the
"Second Vesting Conditions") shall have been met: (A) the First Options shall
have vested,
<PAGE>
i.e., the First Vesting Condition shall have been met; (B) the First Vesting
Condition shall have continued to be met continuously from the time at which the
First Options vested to the second anniversary of the Date of Grant;
1.3 __________ shares of Common Stock (the "Third Options") shall
vest, and become exercisable, upon the third anniversary of the Date of Grant
and then, if and only if each of the following conditions shall have been met:
(A) the Second Options shall have vested; (B) the Second Vesting Conditions
shall have continued to be met continuously from the time at which the Second
Options vested to the third anniversary of the Date of Grant; provided, however,
that the Board of Directors of the Company (the "Board") or its designees may,
in its or his or her discretion, as the case may be, accelerate or waive such
vesting date with respect to any or all of the shares of Common Stock covered by
the option.]1
2 In the event of a "change of control" (as hereafter defined) of the
Company, your option may, from and after the date of the change of control, and
notwithstanding the immediately preceding paragraph, be exercised for up to 100%
of the total number of shares then subject to the option minus the number of
shares previously purchased upon exercise of the option (as adjusted for stock
dividends, stock splits, combinations of shares and what the Board deems in its
reasonable discretion to be similar circumstances) and your vesting date may
accelerate accordingly. A "change of control" shall be deemed to have occurred
upon the happening of any of the following events:
2.1 During any period of twelve consecutive months, individuals who at
the beginning of such period constituted the Board (together with any new or
replacement directors whose election by the Board or whose nomination for
election by the Company's stockholders was approved by a vote of at least
66-2/3%
- -------------------
1 In the case of an option granted to a director, the vesting date is
one year after the date of grant; provided, however, that the Board or its
designees may, in its or his discretion, as the case may be, accelerate or waive
such vesting date with respect to any or all of the shares of Common Stock
covered by such option.
- 2 -
<PAGE>
of the directors then still in office who were either directors at the beginning
of such period or whose election or nomination for election was previously so
approved) cease for any reason to constitute a majority of the directors then in
office; or
2.2 Within any period of twelve consecutive months, any "person" or
"group" (each as defined in Section 13(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")), who or which was not an "Affiliate" (as
defined in the Exchange Act) of Holdings at the beginning of such period,
becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act)
of more than 50% of the total voting power of all classes of voting stock of the
Company.2
3 You may exercise your option by giving written notice to the
Secretary of the Company on forms supplied by the Company at its then principal
executive office, accompanied by payment of the option price for the total
number of shares you specify that you wish to purchase. The payment may be in
any of the following forms: (a) cash, which may be evidenced by a check and
includes cash received from a so-called "cashless exercise"; (b) (unless
prohibited by the Board) certificates representing shares of Common Stock of the
Company, which will be valued by the Secretary of the Company at the fair market
value per share of the Company's Common Stock on the date of delivery of such
certificates of the Company, accompanied by an assignment of the stock to the
Company; or (c) (unless prohibited by the Board) any combination of cash and
Common Stock of the Company valued as provided in clause (b). Any assignment of
stock shall be in a form and substance satisfactory to the Secretary of the
Company, including guarantees of signature(s) and payment of all transfer taxes
if the Secretary deems such guarantees necessary or desirable.
4 Subject to the provisions of Section 7 below, your option will, to
the extent not previously exercised by you, as to any shares purchasable
- ----------------------
2 In the case of an option granted to a director, a "change of
control" shall also be deemed to have occurred upon the happening of any other
event deemed to constitute a "change of control" by the Board.
- 3 -
<PAGE>
hereunder, expire __________ year(s) after [the date the options become
exercisable with respect to such shares (the "Scheduled Termination Date")].3
5 In the event of any change in the outstanding shares of the Common
Stock of the Company by reason of a stock dividend, stock split, combination of
shares, recapitalization, merger, consolidation, transfer of assets,
reorganization, conversion or what the Board deems in its [reasonable] [sole]
discretion to be similar circumstances, the number and kind of shares subject to
this option and the option price of such shares shall be appropriately adjusted
in a manner to be determined in the [reasonable] [sole] discretion of the Board.
6 This option is not transferable otherwise than by will or the laws
of descent and distribution, and is exercisable during your lifetime only by
you, including, for this purpose, your legal guardian or custodian in the event
of disability. Until the option price has been paid in full pursuant to due
exercise of this option and the purchased shares are delivered to you, you do
not have any rights as a shareholder of the Company. The Company reserves the
right not to deliver to you the shares purchased by virtue of the exercise of
this option during any period of time in which the Company deems, in its sole
discretion, that such would violate a federal, state, local or securities
exchange rule, regulation or law.
7 Your Option will, to the extent not previously exercised by you,
terminate three months after [the date on which your employment by the Company
or a Company subsidiary corporation is terminated (whether such termination be
voluntary or involuntary)]4 other than by reason of disability as defined in
Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the "Code"),
and the
- ----------------------
3 In the case of an option granted to a director, such option shall
terminate and is not exercisable after two years from the date of grant (the
"Scheduled Termination Date"), except if terminated earlier as hereafter
provided.
4 In the case of an option granted to a director, the date on which
such director ceases to be a director.
- 4 -
<PAGE>
regulations thereunder, or death, in which case your Option will terminate one
year from the date of termination of [employment] [directorship] due to
disability or death (but in no event later than the Scheduled Termination Date).
After the date your [employment] [directorship] is terminated, as aforesaid, you
may exercise this Option only for the number of shares which you had a right to
purchase and did not purchase on the date your employment terminated. [If you
are employed by a subsidiary corporation of the Company, your employment shall
be deemed to have terminated on the date your employer ceases to be a subsidiary
corporation of the Company, unless you are on that date transferred to the
Company or another subsidiary corporation of the Company. Your employment shall
not be deemed to have terminated if you are transferred from the Company to a
subsidiary corporation of the Company, or vice versa, or from one subsidiary
corporation of the Company to another subsidiary corporation of the Company.]5
If you die while [employed by the Company or a subsidiary corporation
of the Company] [a director], your executor or administrator, as the case may
be, may, at any time within one year after the date of your death (but in no
event later than the Scheduled Termination Date), exercise the Option as to any
shares which you had a right to purchase and did not purchase during your
lifetime. If your [employment] [directorship] with the Company [or a Company
parent or subsidiary corporation]6 is terminated by reason of your becoming
disabled (within the meaning of Section 22(e)(3) of the Code and the regulations
thereunder), you or your legal guardian or custodian may at any time within one
year after the date of such termination (but in no event later than the
Scheduled Termination Date), exercise the Option as to any shares which you had
a right to purchase and did not purchase prior to such termination. Your
executor, administrator, guardian or custodian must present proof of his
authority satisfactory to the Company prior to being allowed to exercise this
Option.
- ------------------
5 Not applicable to an option granted to a director.
6 Not applicable to an option granted to a director.
- 5 -
<PAGE>
8 Notwithstanding anything to the contrary contained herein, this
option is not exercisable until all the following events occur and during the
following periods of time:
8.1 Until this option and the optioned shares are approved and/or
registered with such federal, state and local regulatory bodies or agencies and
securities exchanges as the Company may deem necessary or desirable; or
8.2 During any period of time in which the Company deems that the
exercisability of this option, the offer to sell the shares optioned hereunder,
or the sale thereof, may violate a federal, state, local or securities exchange
rule, regulation or law, or may cause the Company to be legally obligated to
issue or sell more shares than the Company is legally entitled to issue or sell.
8.3 Until you have paid or made suitable arrangements to pay (i) all
federal, state and local income tax withholding required to be withheld by the
Company in connection with the option exercise and (ii) your portion of other
federal, state and local payroll and other taxes due in connection with the
option exercise.
9 The following two paragraphs shall be applicable if, on the date of
exercise of this option, the Common Stock to be purchased pursuant to such
exercise has not been registered under the Securities Act of 1933, as amended,
and under applicable state securities laws, and shall continue to be applicable
for so long as such registration has not occurred:
(a) You hereby agree, warrant and represent that you will acquire
the Common Stock to be issued hereunder for your own account for investment
purposes only, and not with a view to, or in connection with, any resale or
other distribution of any of such shares, except as hereafter permitted. You
further agree that you will not at any time make any offer, sale, transfer,
pledge or other disposition of such Common Stock to be issued hereunder without
an effective registration statement under the Securities Act of 1933, as
amended, and under any applicable state securities laws or an opinion of counsel
acceptable to
- 6 -
<PAGE>
the Company to the effect that the proposed transaction will be exempt from such
registration. You shall execute such instruments, representations,
acknowledgments and agreements as the Company may, in its sole discretion, deem
advisable to avoid any violation of federal, state, local or securities exchange
rule, regulation or law.
(b) The certificates for Common Stock to be issued to you hereunder
shall bear the following legend:
"The shares represented by this certificate
have not been registered under the Securities Act of
1933, as amended, or under applicable state securities
laws. The shares have been acquired for investment and
may not be offered, sold, transferred, pledged or
otherwise disposed of without an effective registration
statement under the Securities Act of 1933, as amended,
and under any applicable state securities laws or an
opinion of counsel acceptable to the Company that the
proposed transaction will be exempt from such
registration."
The foregoing legend shall be removed upon registration of the legended shares
under the Securities Act of 1933, as amended, and under any applicable state
laws or upon receipt of any opinion of counsel acceptable to the Company that
said registration is no longer required.
10 The sole purpose of the agreements, warranties, representations and
legend set forth in the two immediately preceding paragraphs is to prevent
violations of the Securities Act of 1933, as amended, and any applicable state
securities laws.
11 It is the intention of the Company and you that this option shall
not be an "Incentive Stock Option" as that term is used in Section 422 of the
Code and the regulations thereunder. This option is not granted pursuant to any
stock option plan.
- 7 -
<PAGE>
12 This option constitutes the entire understanding between the
Company and you with respect to the subject matter hereof and no amendment,
modification or waiver of this option, in whole or in part, shall be binding
upon the Company unless in writing and signed by the Chief Executive Officer of
the Company. This option and the performances of the parties hereunder shall be
construed in accordance with and governed by the laws of the Commonwealth of
Pennsylvania.
Please sign the copy of this option and return it to the Company's
Secretary, thereby indicating your understanding of and agreement with its terms
and conditions.
TEL-SAVE HOLDINGS, INC.
By:_________________________
- 8 -
Exhibit 5.1
December 11, 1997
Board of Directors
Tel-Save Holdings, Inc.
6805 Route 202
New Hope, Pennsylvania 18938
Gentlemen:
I am general counsel to Tel-Save Holdings, Inc., a Delaware
corporation (the "Company"), and have acted as such in connection with the
Company's filing pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), of the Registration Statement on Form S-8 (the "Registration
Statement"), relating to the issuance of 4,986,000 shares (the "Option Shares")
of the Company's common stock, par value $.01 per share, upon the exercise of
certain non-qualified stock options (collectively, the "Options") granted to
employees and directors of the Company and its subsidiaries.
I have examined such corporate records of the Company, including its
Amended and Restated Certificate of Incorporation, as amended, its Bylaws and
resolutions of its 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 Option
Shares have 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 Options as
provided therein, the Option Shares 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
Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Tel-Save Holdings, Inc.
New Hope, Pennsylvania
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement or Form S-8 of our report
dated January 29, 1997 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, 1996.
/s/ BDO Seidman, LLP
New York, New York
December 9, 1997
