AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 4, 2001
REGISTRATION NO.______
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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GUINNESS TELLI*PHONE CORPORATION
(Exact name of registrant as specified in its charter)
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NEVADA 68-0310550
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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655 Redwood Hwy, #111
Mill Valley, CA 94941
(415) 389-9442
(Address of Registrant's principal executive offices, including zip code)
GUINNESS TELLI*PHONE STOCK OPTION PLAN
(Full title of the Plan)
Lawrence A. Guinness
655 Redwood Hwy, #111
Mill Valley, CA 94941
(415) 389-9442
(Name, address and telephone number of agent for service)
COPIES TO:
Patti L. W. McGlasson, Esq.
SENN, PALUMBO, MEULEMANS, LLP
18301 Von Karman Avenue, Suite 850
Irvine, CA 92612
Telephone: (949) 442-0300
Facsimile: (949) 251-1331
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Approximate Date of Proposed Sale to the Public:
As soon as practicable after this Registration Statement becomes effective.
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CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price per Aggregate Offering Registration Fee
Share Price
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Common Stock, $0.001 Par Value(1) 10,000,000 $.02 $200,000 $52.00
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(1) Consists of 10,000,000 shares of common stock issuable as direct shares or
shares underlying options granted to and to be granted, under the Guinness
Telli*Phone stock option plan.
(2) The registration fee is based upon the closing bid price of the shares of
common stock of the Company as of April 2, 2001, 2001 calculated pursuant to
Rule 457(c).
CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K
Form S-8 Item Number
and Caption Caption in Prospectus
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1. Forepart of Registration Statement Facing Page of Registration
and Outside Front Cover Page of Statement and Cover Page of
Prospectus Prospectus
2. Inside Front and Outside Back Inside Cover Page of Prospectus
Cover Pages of Prospectus and Outside Cover Page of Prospectus
3. Summary Information, Risk Factors Not Applicable
and Ratio of Earnings to Fixed Charges
4. Use of Proceeds Not Applicable
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holder Sales by Selling Security Holder
8. Plan of Distribution Cover Page of Prospectus and Sales
by Selling Security Holder
9. Description of Securities to be Description of Securities;
Registered
10. Interests of Named Experts and Legal Matters
Counsel
11. Material Changes Not Applicable
12. Incorporation of Certain Information Incorporation of Certain
by Reference Documents by Reference
13. Disclosure of Commission Position Indemnification of Directors
on Indemnification for Securities and Officers; Undertakings
Act Liabilities
DATED: APRIL 4, 2001
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 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.
PART II
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.
The class of securities to be offered is registered under Section 12(g)
of the Securities Exchange Act of 1934, as amended. A description of the
Registrant's securities is set forth in the Prospectus incorporated as a part of
this Registration Statement.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
Item 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
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
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
(1)
4.2 The Company's Bylaws 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 (1)
5.1 Opinion of Senn, Palumbo, Meulemans, LLP consent included,
relating to the issuance of the shares of securities pursuant
to the Consulting Agreement
10.1 Guinness Telli*Phone Corporation Stock Option Plan (September
1998) (2)
23.1 Consent of Senn, Palumbo, Meulemans, LLP (included in Exhibit
5)
23.2 Consent of Rooney, Ida Nolt, and Aken, Certified Public
Accountant
(1) Incorporated by reference as an Exhibit to the Company's Form 10 filed
with the SEC on March 8, 1996, File No. 0-25632.
(2) Incorporated by reference as Exhibit 10.1 to the Company's S-8 filed
with the SEC on September 30, 1998.
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;
(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, including (but not limited to) any addition or election of a managing
underwriter.
(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 offered 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.
(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 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 that 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 City of Carlsbad, State of California, on April 4, 2001.
GUINNESS TELLI*PHONE CORPORATION
By: /s/ LAWRENCE A. GUINNESS
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Lawrence A. Guinness, President, Chief Executive
Officer, Chief Financial Officer, and Director
By: /S/ DIXIE K. TANNER
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Dixie K. Tanner, Vice President, Secretary,
Treasurer and Director