AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 4, 2006
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 255
Pembroke Pines, FL 33024
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(Address of Principal Executive Offices)
2004 Employee Stock Option Plan
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(Full title of the Plan)
Timothy Huff
Chief Executive Officer
9050 Pines Blvd. Suite 255
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.
9050 Pines Blvd., Suite 255
Pembroke Pines, FL 33024
(954) 241-0590/Fax 954-252-4265
CALCULATION OF REGISTRATION FEE
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Proposed maximum
Title of securities Amount to be offering price Aggregate Maximum Amount of
to be registered registered per share (1) Offering Amount registration fee (2)
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Common stock,
$.00001 par value 204,828 $0.58 $118,800 $12.79
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(1) Estimated pursuant to Rule 457(c) and (h) solely for the purposes of
calculating amount of the registration fee; upon the basis of the average of the
price of the Common Stock as quoted on the American Stock Exchange on July 31,
2006.
(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 0.0001077.
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-K 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, 2005.
o Our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2006.
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
Jonathan Leinwand, Esq., who has provided a legal opinion regarding the
validity of the issuance of these shares is the general counsel of Globetel
Communications Corp.
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
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)
99.1 Mutual Release and Separation Agreement (incorporated by
reference to and as previously filed with Form S-8 dated
August 31, 2005)
99.2 2004 Employee Stock Option Plan (incorporated by reference to
and as previously filed with the Company's Proxy Statement
(Form DEF-14A) dated July 12, 2005)
Item 9. Undertakings
(a) Rule 415 Offering.
GlobeTel Communications Corp. 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 Communications Corp. 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.
(h) 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
Communications Corp. 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
Communications Corp. 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 August 1, 2006.
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/ J. Randolph Dumas
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J. Randolph Dumas. Chairman of the Board August 1, 2006
/s/ Timothy M. Huff Chief Executive Officer August 1, 2006
------------------------------------ and Director
Timothy M. Huff
/s/ Lawrence Lynch Chief Financial Officer August 1, 2006
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Lawrence Lynch
/s/ Dorian Klein
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Dorian Klein Director August 1, 2006
/s/ Michael Castellano
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Michael Castellano Director August 1, 2006
/s/ Amb. Ferdinando Salleo
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Amb. Ferdinando Salleo Director August 1, 2006
Exhibit Index
Exhibit Number Description
5.1 Opinion of Jonathan D. Leinwand, Esq..
23.1 Consent of Dohan and Company, CPA's, P.A.
23.2 Consent of Jonathan D. Leinwand, Esq. (contained in the
opinion filed as Exhibit 5.1 hereto)
99.1 Mutual Release and Separation Agreement (incorporated by
reference to and as previously filed with Form S-8 dated
August 31, 2005)
99.2 2004 Employee Stock Option Plan (incorporated by reference to
and as previously filed with the Company's Proxy Statement
(Form DEF-14A) dated July 12, 2005)