AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 7, 2005
REGISTRATION NO. _________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GLOBETEL COMMUNICATIONS CORP.
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(Exact name of registrant as specified in its charter)
Delaware 88-0292161
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number
9050 Pines Blvd. Suite 110
Pembroke Pines, FL 33024
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(Address of Principal Executive Offices)
GLOBETEL COMMUNICATIONS CORP.
2004 EMPLOYEE STOCK OPTION PLAN
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(Full title of the Plan)
Timothy Huff
Chief Executive Officer
9050 Pines Blvd. Suite 110
Pembroke Pines, FL 33024
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(Name and address of agent for service)
(954) 241-0590
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(Telephone number, including area code, of agent for service)
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With copies of correspondence to:
Jonathan D. Leinwand, Esq.
12955 Biscayne Blvd., Suite 402
North Miami, FL 33181
(305) 981-4524
CALCULATION OF REGISTRATION FEE
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Proposed maximum
Title of securities Amount to be offering price Amount of
to be registered registered per share (1) registration fee (2)
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Common stock,
$.00001 par value 32,400,000 $0.2985 $ 1,138.32
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(1) Estimated pursuant to Rule 457(c) solely for the purposes of calculating
amount of the registration fee; computed, pursuant to Rule 457(c) and (h), upon
the basis of the average of the high and low prices of the Common Stock as
quoted on the Over the Counter Bulletin Board on February 28, 2005.
(2) Amount of the registration fee was calculated pursuant to Section 6(b) of
the Securities Act, and was determined by multiplying the aggregate offering
amount by 0.00011770.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I will be
sent or given to employees as specified by Rule 428(b)(1). Such documents are
not being filed with the Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
Such documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of this Form, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The documents listed below are incorporated by reference in this Registration
Statement.
o Our latest annual report on Form 10-KSB filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") for the fiscal year ended December 31, 2003.
o All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year covered by the annual report
incorporated by reference herein pursuant to (a) above.
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date hereof and prior to the filing of a
post-effective amendment 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 herein and to be a part hereof from the date of
filing of such documents.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
Article NINTH of the Registrant's Certificate of Incorporation, provides:
The Registrant shall, to the fullest extent legally permissible under the
provisions of the General Corporation Law of State of Delaware, as the same may
be amended and supplemented, indemnify and hold harmless any and all persons
whom it shall power to indemnify under said provisions from and against all
liabilities (including expenses) imposed upon or reasonably incurred by him or
her in connection with any action, suit or other proceeding in which he or she
may be involved or with which he or she may be threatened, or other matters
referred to in or covered by said provisions both as to action in his or her
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director or
officer of the Registrant. Such indemnification provided shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any By-law, Agreement or Resolution adopted by the shareholders entitled to vote
thereon after notice.
Article EIGHTH of the Registrant's Certificate of Incorporation, provides:
No director of the Registrant shall be personally liable to the Registrant or
its stockholders for monetary damages for breach of fiduciary duty as a
director; provided, however, that nothing in this Article EIGHTH shall eliminate
or limit the liability of any director (i) for breach of the director's duty of
loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or knowing violation of law,
(iii) under Section 174 of the General Corporation Law of the State of Delaware,
or (iv) for any transaction from which the director derived an improper personal
benefit. Neither the amendment nor repeal of this Article EIGHTH, nor the
adoption of any provision of the Certificate of Incorporation inconsistent with
this Article EIGHTH, shall eliminate or reduce the effect of this Article EIGHTH
in respect of any matter occurring, or any cause of action, suit or claim that,
but for this Article EIGHTH, would accrue or arise, prior to such amendment,
repeal or adoption of an inconsistent provision.
Item 7. Exemption from Registration Claimed
None
Item 8. Exhibits
Exhibits
Number Document Description
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4.1 GLOBETEL COMMUNICATIONS CORP.
2004 EMPLOYEE STOCK OPTION PLAN
5.1 Opinion of Jonathan D. Leinwand, P.A.
23.1 Consent of Dohan and Company, CPA's, P.A.
23.2 Consent of Jonathan D. Leinwand, P.A.
(contained in its opinion filed as Exhibit 5.1 hereto)
Item 9. Undertakings
(a) Rule 415 Offering.
GlobeTel 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 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 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(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 the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if this Registration Statement is on Form S-3,
Form S-8 or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by us pursuant to Section 13 or Section 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 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 as that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) Filings Incorporating Subsequent Exchange Act Documents by Reference.
GlobeTel hereby undertakes that, for the purposes of determining any liability
under the Securities Act of 1933, each filing of our annual report pursuant to
Section 13(a) or Section 15(b) 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) Indemnification for Liabilities.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of GlobeTel
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by GlobeTel of expense incurred or paid
by a director, officer or controlling person 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, we will, unless in
the opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of an appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, GlobeTel
Communications Corp. certifies that it has reasonable grounds to believe that it
meets all 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 City of Pembroke Pines, Florida, on March 7, 2005.
GlobeTel Communications Corp.
By: /s/ Timothy M. Huff
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Timothy M. Huff
Chief Executive Officer/Director
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
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/s/ Przemyslaw L. Kostro
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Przemyslaw L. Kostro Chairman of the Board March 7, 2005
/s/ Timothy M. Huff Chief Executive Officer March 7, 2005
----------------------------- and Director
Timothy M. Huff
/s/ Thomas Y Jimenez Chief Financial Officer March 7, 2005
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Thomas Y. Jimenez
/s/ Mitchell A. Siegel
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Mitchell A. Siegel Director March 7, 2005
/s/ Leigh A. Coleman
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Leigh A. Coleman Director March 7, 2005
/s/ Michael K. Molen
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Michael K. Molen Director March 7, 2005
/s/ Kyle McMahan
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Kyle McMahan Director March 7, 2005
Exhibit Index
Exhibits
Number Description
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4.1 GLOBETEL COMMUNICATIONS CORP.
2004 EMPLOYEE STOCK OPTION PLAN
5.1 Opinion of Jonathan D. Leinwand, P.A.
23.1 Consent of Dohan and Company, CPA's, P.A.
23.2 Consent of Jonathan D. Leinwand, P.A.
(contained in its opinion filed as Exhibit 5.1 hereto)