Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
DIAL-THRU INTERNATIONAL CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 75-2461665
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
John Jenkins
700 South Flower, Suite 2950 700 South Flower, Suite 2950
Los Angeles, California 90017 Los Angeles, California 90017
(213) 627-7599 (213) 627-7599
(Address, including zip code, (Name, address, including zip code,
and telephone number, including and telephone number, including
area code, of registrant's area code, of agent
principal executive offices) for service)
____________
Copy to:
CYNTHIA M. DUNNETT, ESQ.
Riordan & McKinzie
300 South Grand Avenue, Suite 2900
Los Angeles, California 90071
(213) 629-4824
____________
Approximate date of commencement of proposed sale to the public:
From time to time as described in the prospectus included herein after the
effective date of this registration statement.
____________
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 (the "Securities Act"), other than securities offered
only in connection with dividend or interest reinvestment plans, check the
following box. [ X ]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
_____________
CALCULATION OF REGISTRATION FEE
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Title of each class Amount To Proposed Proposed Amount of
of Securities to be Be Maximum Maximum Registration
Registered Registered Offering Price Aggregate Fee
(1) Per Share (2) Offering
Price (2)
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Common Stock ($.001 2,789,068 $0.40 $1,115,627 $ 102.63
par value)
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1. Shares of common stock that may be offered for resale pursuant to this
registration statement, consist of (i) all of the shares issued or to be
issued in connection with the Registrants acquisition of certain assets
and executory contracts of Rapid Link, Incorporated (the "Seller") on
October 12, 2001, (ii) all shares of common stock issuable upon
conversion of a 6% Convertible Debenture issued to GCA Strategic
Investment Fund Limited ("GCA") on January 28, 2002 (the "Convertible
Debenture"), and (iii) 50,000 shares of common stock issuable upon the
exercise of a warrant issued to GCA in connection with the Convertible
Debenture. For purposes of estimating the number of shares of common
stock to be included in the registration statement, we included (i) the
600,000 shares previously issued to Seller, plus an additional 210,811
shares, representing the estimated additional shares that the Registrant
will be required to issue to seller to allow for a guaranteed minimum
market value of all shares issued in the acquisition of $300,000 at the
time of the effectiveness of this registration statement, assuming that
the market value of a share of our common stock is $0.37 as of that date
and (ii) 1,928,257 shares, representing the number of shares of common
stock issuable upon conversion of the Convertible Debenture, determined
as if the Convertible Debenture was converted in full at an estimated
conversion price of $0.2852 ; plus (iii) 50,000 shares of common stock
issuable upon exercise of the warrant listed above.
2. Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based on the average high and low prices of the
common stock on February 5, 2002 as reported by the NASD OTC Bulletin
Board.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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The information in this Prospectus is not complete and may be changed. The
selling shareholders may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective.
This prospectus is not an offer to sell these securities and is not
soliciting an offer to buy these securities in any state where the offer or
sale is not permitted.
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PROSPECTUS
SUBJECT TO COMPLETION, DATED FEBRUARY 5, 2002
2,789,068 SHARES
DIAL-THRU INTERNATIONAL CORPORATION
COMMON STOCK
__________
This Prospectus relates to the resale of up to 2,789,068 shares of our
common stock from time to time by the selling shareholders listed on page 8,
or their transferees, pledgees, donees or successors.
The selling shareholders may sell all or any portion of their shares
of common stock in one or more transactions through ordinary brokerage
Transactions, in private, negotiated transactions, or through any other
means described in the section entitled "Plan of Distribution" beginning on
page 10. The selling holders are selling these shares for their own account
at prices related to the prevailing market prices or at negotiated prices.
We will not receive any of the proceeds from the sale of the shares by the
selling holders, but will pay all registration expenses. The selling
holders will pay all selling expenses, including all selling commissions.
Our Common Stock is traded on the OTC Market and is quoted on the OTC
Bulletin Board under the symbol "DTIX". On February 5, 2002, the last
reported sale price for our common stock was $0.37 per share.
________
INVESTING IN OUR COMMON STOCK INVOLVES SIGNIFICANT RISKS. PLEASE
CAREFULLY CONSIDER THE "RISK FACTORS" BEGINNING ON PAGE 3.
________
We may amend or supplement this Prospectus from time to time by filing
amendments or supplements as required. You should read this entire
prospectus and any amendments or supplements carefully before you make your
investment decision.
________
Our principal executive offices are located at 700 South Flower, Suite
2950, Los Angeles, California 90017, and our telephone number is (213) 627-
7599.
________
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities, or
determined if this Prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.
________
The Date Of This Prospectus Is ___________, 2002
TABLE OF CONTENTS
Page
RISK FACTORS 3
FORWARD LOOKING STATEMENTS 7
THE COMPANY 7
USE OF PROCEEDS 8
SELLING SHAREHOLDERS 8
DESCRIPTION OF SECURITIES TO BE REGISTERED 9
PLAN OF DISTRIBUTION 10
LEGAL OPINION 10
EXPERTS 10
WHERE YOU CAN FIND MORE INFORMATION 11
RISK FACTORS
In addition to the other information in this prospectus or
incorporated herein by reference, the following risk factors should be
considered carefully in evaluating our business before purchasing the shares
offered in this prospectus.
WE HAVE INSUFFICIENT CASH FLOW TO SATISFY DEBT OBLIGATIONS.
For the years ended October 31, 2001, 2000 and 1999, we recorded net
losses from continuing operations of approximately $2.7 million, $11.2
million and $3.8 million, respectively, on revenues from continuing
operations of approximately $7.0 million, $8.6 million and $3.1 million,
respectively. As a result, we currently have a working capital deficit of
over $6 million. In addition, we have a significant amount of trade debt,
of which approximately 30% is past due, excluding disputes for overcharges
with our underlying carriers of approximately $750,000. To be able to
service our debt obligations we must generate significant cash flows and
obtain additional financing.
We did not commence our Telecommunications Business until early 1998
and our limited operating history makes it difficult to accurately assess
our general prospects in this industry and the effectiveness of our business
strategy. In addition, we have limited meaningful historical financial data
upon which to forecast our future sales and operating expenses. Our future
performance will also be subject to prevailing economic conditions and to
financial, business and other factors. Accordingly, we cannot assure you
that we will successfully implement our business strategy or that our actual
future cash flows from operations will match our current projections or be
sufficient to satisfy our debt obligations and working capital needs.
To implement our business strategy, we will also need to seek
additional financing. There is no assurance that adequate levels of
additional financing will be available at all or on acceptable terms. In
addition, any additional financing could result in significant dilution to
our existing stockholders. If we are unable to obtain additional financing
on terms that are acceptable to us, we could be forced to dispose of assets
to make up for any shortfall in the payments due on our debt under
circumstances that might not be favorable to realizing the highest price for
those assets. A substantial portion of our assets consist of intangible
assets, the value of which will depend upon a variety of factors, including
without limitation, the success of our business. As a result, we cannot
assure you that our assets could be sold quickly enough, or for amounts
sufficient, to meet our obligations.
If we are unable to generate sufficient cash flow or otherwise obtain
funds necessary to make required payments on our trade debt and other
indebtedness, we may not be able to continue our operations.
THE CONVERSION OF OURCONVERTIBLE DEBENTURES AND THE EXERCISE OF THE RELATED
WARRANTS COULD RESULT IN SUBSTANTIAL NUMBERS OF ADDITIONAL SHARES BEING
ISSUED.
On January 28, 2002, we issued a Convertible Debenture to GCA Strategic
Investment Fund Limited ("GCA") in the original principle amount of $550,000
together with a warrant to purchase 50,000 shares of our common stock with a
current exercise price of $0.40 per share. The Convertible Debenture
converts into shares of our common stock at a floating per share conversion
price equal to the lower of (i) $0.3531 and (ii) a 15% discount to the
market price of our common stock on specified days preceding the conversion
date. As a result, the lower the price of our common stock at the time of
conversion, the greater the number of shares that GCA will receive.
On April 11, 2001, we issued a Convertible Debenture to Global Capital
Funding Group, L.P. ("Global Capital") in the original principle amount of
$1,000,000 together with a warrant to purchase 100,000 shares of our common
stock with a current exercise price of $.89 per share. The Convertible
Debenture converts into shares of our common stock at a floating per share
conversion price equal to the lower of (i) $0.8631 and (ii) a 20% discount
to the market price of our common stock on specified days preceding the
conversion date. As a result, the lower the price of our common stock at the
time of conversion, the greater the number of shares that Global Capital
will receive.
To the extent that these Convertible Debentures are converted into
common stock, a significant number of shares of common stock may be sold
into the market, which could decrease the price of our common stock and
encourage shorts sales by selling securityholders or others. Short sales
could place further downward pressure on the price of our common stock. In
that case, we could be required to issue an increasingly greater number of
shares of our common stock upon future conversions of these Convertible
Debentures, sales of which could further depress the price of our common
stock.
OUR MARKET IS EXTREMELY COMPETITIVE.
The market for our products and services is highly competitive. We
face competition from multiple sources, many of which have greater financial
resources and a substantial presence in our markets and offer products or
services similar to our services. Therefore, we may not be able to
successfully compete in our markets, which could result in a failure to
implement our business strategy, adversely affecting our ability to attract
and retain new customers. In addition, competition within the industries in
which we operate is characterized by, among other factors, price and the
ability to offer enhanced services. Significant price competition would
reduce the margins realized by us in our telecommunications operations. In
addition, many competitors have greater financial resources to devote to
research, development and marketing, and may be able to respond more quickly
to new or merging technologies and changes in customer requirements. If we
are unable to provide cutting-edge technology and value-added Internet
products and services, then we will be unable to compete in certain segments
of the market, which could have a material adverse effect on our business,
results of operations and financial condition.
WE MUST COMPLY WITH SIGNIFICANT GOVERNMENT REGULATION IF OUR BUSINESS IS TO
SUCCEED.
The legal and regulatory environment pertaining to the Internet is
uncertain and changing rapidly as the use of the Internet increases. For
example, in the United States, the FCC is considering whether to impose
surcharges or additional regulations upon certain providers of Internet
telephony.
In addition, the regulatory treatment of Internet telephony outside of
the United States varies from country to country. There can be no assurance
that there will not be legally imposed interruptions in Internet telephony
in these and other foreign countries. Interruptions or restrictions on the
provision of Internet telephony in foreign countries may adversely affect
our ability to continue to offer services in those countries, resulting in a
loss of customers and revenues.
New regulations could increase the cost of doing business over the
Internet or restrict or prohibit the delivery of our products or services
using the Internet. In addition to new regulations being adopted, existing
laws may be applied to the Internet. Newly existing laws may cover issues
that include sales and other taxes, access charges, user privacy, pricing
controls, characteristics and quality of products and services, consumer
protection, contributions to the Universal Service Fund, an FCC-Administered
Fund for the support of local telephone service in rural and high-cost
areas, cross-border commerce, copyright, trademark and patent infringement,
and other claims based on the nature and content of Internet materials.
TECHNOLOGY CHANGES MAY HAVE AN ADVERSE EFFECT ON US.
The industries in which we compete are characterized, in part, by rapid
growth, evolving industry standards, significant technological changes and
frequent product enhancements. These characteristics could render existing
systems and strategies obsolete and require us to continue to develop and
implement new products and services, anticipate changing consumer demands
and respond to emerging industry standards and technological changes. No
assurance can be given that we will be able to keep pace with the rapidly
changing consumer demands, technological trends and evolving industry
standards.
WE ARE DEPNEDENT ON CERTAIN STRATEGIC RELATIONSHIPS.
Our international business, in part, is dependent upon relationships
with distributors, governments or providers of telecommunications services
in foreign markets. The failure to develop or maintain these relationships
could result in a material adverse effect on our financial condition and
results of operations.
OUR SUCCESS IS DEPENDANT ON AND ABILITY TO RECRUIT AND RETAIN KEY MANAGEMENT
AND TECHNICAL PERSONNEL.
Our success depends to a significant extent on our ability to attract
and retain key personnel. In particular, we are dependent on our senior
management team and personnel with experience in the telecommunications
industry and experience in developing and implementing new products and
services within the industry. Our future success will depend, in part, upon
our ability to attract and retain key personnel.
IF WE ARE UNABLE TO OVERCOME THE RISKS INHERENT IN EXPANSION, OUR BUSINESS
WILL FAIL.
We intend to expand our VoIP network and the range of enhanced
telecommunications services that we provide. Our expansion prospects must be
considered in light of the risks, expenses and difficulties frequently
encountered by companies in new and rapidly evolving markets. To address
these risks, we must, among other things:
- respond to competitive developments;
- succeed in our marketing efforts; and
- upgrade our products, services and technologies.
We cannot assure you that we will be successful in addressing the
risks we face or that we will be successful in our proposed expansion
activities. The failure to do so would have a material adverse effect on our
business and financial condition.
THE PRICE OF OUR COMMON STOCK MAY BE SUBJECT TO VOLATILE CHANGES.
We cannot ensure that an active trading market for the common stock
exists or will exist in the future. However, even if the trading market for
the common stock exists, the price at which the shares of common stock trade
is likely to be subject to significant volatility. The market for the common
stock may be influenced by many factors, including the depth and liquidity
of the market for our common stock, investor perceptions of us, and general
economic and similar conditions.
OUR STOCKHOLDERS MAY FACE LIQUIDITY PROBLEMS WHEN THEY SEEK TO SELL THEIR
SHARES.
Our common stock currently trades on the OTC Bulletin Board. Therefore,
no assurances can be given that a liquid trading market will exist at the
time any investor desires to dispose of any shares of the our common stock.
In addition, our common stock is subject to the so-called "penny stock"
rules that impose additional sales practice requirements on broker-dealers
who sell such securities to persons other than established customers and
accredited investors (generally defined as an investor with a net worth in
excess of $1 million or annual income exceeding $200,000, or $300,000
together with a spouse). For transactions covered by the penny stock rules,
a broker-dealer must make a suitability determination for the purchaser and
must have received the purchaser's written consent to the transaction prior
to sale. Consequently, both the ability of a broker-dealer to sell our
common stock and the ability of holders of our common stock to sell their
securities in the secondary market may be adversely affected. The Securities
and Exchange Commission has adopted regulations that define a "penny stock"
to be an equity security that has a market price of less than $5.00 per
share, subject to certain exceptions. For any transaction involving a penny
stock, unless exempt, the rules require the delivery, prior to the
transaction, of a disclosure schedule relating to the penny stock market.
The broker-dealer must disclose the commissions payable to both the broker-
dealer and the registered representative, current quotations for the
securities and, if the broker-dealer is to sell the securities as a market
maker, the broker-dealer must disclose this fact and the broker-dealer's
presumed control over the market. Finally, monthly statements must be sent
disclosing recent price information for the penny stock held in the account
and information on the limited market in penny stocks. As a result of the
additional suitability requirements and disclosure requirements imposed by
the "penny stock" rules, an investor may find it more difficult to dispose
of our common stock.
WE HAVE NOT DECLARED DIVIDENDS.
We have never declared or paid any cash dividends on our common stock
and do not presently intend to pay cash dividends on our common stock in the
foreseeable future.
FORWARD-LOOKING STATEMENTS
This prospectus, including the information incorporated by reference,
contains forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. You can
identify these statements by forward-looking words such as "may," "will,"
"expect," "anticipates," "believe," "estimate" and "continue" or similar
words. Actual results could differ materially from those projected in the
forward-looking statements as a result of the risk factors beginning on
page 3 and other uncertainties, certain of which may be detailed from time
to time in our periodic reports filed with the SEC.
As used in this Prospectus, unless the context requires otherwise, "we"
means Dial-Thru International Corporation.
THE COMPANY
Dial-Thru is a facilities-based, global Internet Protocol ("IP")
communications company providing connectivity to international markets
experiencing significant demand for IP enabled services. We provide a
variety of international telecommunications services targeted to small and
medium sized enterprises that include the transmission of voice and data
traffic and the provision of Web-based and other communications services.
We utilize Voice over Internet Protocol ("VoIP") packetized voice technology
(and other compression techniques) to improve both cost and efficiencies of
telecommunication transmissions, and are developing a private VoIP network.
We utilize digital fiber optic cable, oceanic cable transmission facilities,
international satellites and the Internet to transport our communications.
VoIP is voice communication that has been converted into digital
packets and is then addressed, prioritized, and transmitted over any form of
broadband network utilizing the technology that makes the Internet possible.
These technologies allow us to transmit voice communications with the same
high-density compression as networks initially designed for data
transmission, and at the same time utilize a common network for providing
customers with data and enhanced Web-based services.
We primarily focus on markets where competition is not as keen,
thereby giving us opportunities for greater profit margins. These markets
include regions where the deregulation of telecommunications services has
not been completed and smaller markets that have not attracted large multi-
national providers. South Africa, Asia, and parts of South America offer
the greatest abundance of these target markets.
Cooperating with overseas carriers and the incumbent, usually
government owned, telephone companies, gives us better opportunities to
engage in the co-branding of jointly marketed products, including IP-based
enhancements that they have developed, rather than simply basing a strategy
on pricing arbitrage. As a result, we are proactively invited to
participate in, rather than reactively prevented from entering into, new
markets.
Unlike many new VoIP carriers in the market today, we are focused on
retail telecommunications sales to business customers, including enhanced
product offerings, not just wholesale voice traffic. A portfolio of
enhanced offerings provides us with the opportunity for higher profit
margins and better customer loyalty.
In tandem with overseas partners, we are deploying a "book-end"
strategy by targeting markets at both ends of international circuits. As an
example, while cooperating with our partners to target the small and medium
sized enterprise market in a selected foreign region, we also target
corresponding expatriates and foreign owned businesses back in the US.
Cooperating with incumbent carriers in emerging markets also gives us
the added benefit of being able to develop and exploit labor cost advantages
not found in mature markets. For example, we plan to develop new and
extremely low-cost call center applications that will tie into and enhance
our new Web and VoIP applications. By relying on VoIP and IP, rather than
traditional voice technology, we ensure that our network infrastructure is
extremely cost-effective.
On October 12, 2001, we acquired the assets and certain of the
liabilities of Rapid Link, Incorporated, a provider of VOIP and voice
communications services to both wholesale and retail customers worldwide.
The acquisition will enhance our product offerings, as well as our ability
to more quickly and effectively roll out our VoIP strategy through the
engineering and operational expertise acquired.
Our principal executive offices are located at 700 South Flower, Suite
2950, Los Angeles, California 90017, and our telephone number is (213) 627-
7599.
USE OF PROCEEDS
We will not receive any proceeds from the sale of shares of common
stock by the selling shareholders.
SELLING SHAREHOLDERS
The following table sets forth the number of shares of common stock
owned by the selling shareholders.
Shares Beneficially Owned Shares Beneficially Owned
Name of Selling Before Offering After Offering (5)
Shareholder Number (1) Percent (4) Number (1) Percent (4)
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GCA Strategic 1,978,257(2) 12.53% 0% 0%
Investment Fund
Limited
Bankruptcy Estate of 810,811(3) 5.55% 0% 0%
Rapid Link,
Incorporated
1. Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares of common stock that
the selling shareholders have the right to acquire pursuant to the exercise
of warrants and options exercisable within 60 days are deemed to be
outstanding and beneficially owned by the person holding the warrants for
the purpose of computing the number of shares beneficially owned.
2. Represents the estimated number of shares of common stock issuable upon
conversion of our 6% Convertible Debenture issued on January 28, 2002 to
GCA, assuming a conversion price of $0.2852; plus, the number of shares of
common stock issuable upon the exercise of the Warrant issued on January 28,
2002 to GCA.
3. Represents the actual number of shares of common stock issued and the
estimated number of shares issuable in connection with the acquisition of
certain assets and executory contracts of Rapid Link, Incorporated, on
October 12, 2001, assuming that the market value of our common stock is
$0.37 on the date that this registration statement that includes this
prospectus is declared effective.
4. Calculation based on 13,808,494 shares issued and outstanding as of
February 5, 2002.
5. Assumes the sale of all shares of common stock offered hereby.
This Registration Statement will also cover any additional shares of
common stock which become issuable in connection with the shares registered
for sale hereby by reason of any stock dividend, stock split, merger,
consolidation, recapitalization or other similar transaction effected
without the receipt of consideration that results in an increase in the
number of outstanding shares of common stock.
DESCRIPTION OF SECURITIES TO BE REGISTERED
As of the date of this prospectus, we are authorized to issue up to
44,169,100 shares of common stock. As of February 5, 2002, we had
13,808,494 shares of common stock issued and outstanding.
Dividends
The holders of common stock are entitled to receive dividends when,
as and if declared by our board of directors, out of funds legally available
for their payment.
Rights Upon Liquidation
In the event of our voluntary or involuntary liquidation, dissolution
or winding up, the holders of common stock will be entitled to share equally
in any of our assets available for distribution after the payment in full of
all debts and distributions and after the holders of all series of
outstanding preferred stock, if any, have received their liquidation
preferences in full.
Voting Rights
The holders of common stock are entitled to one vote per share on all
matters submitted to a vote of stockholders.
Miscellaneous
The holders of common stock are not entitled to redemption rights.
Shares of common stock are not convertible into shares of any other class of
capital stock. Our common stock is traded on the OTC Market under the
symbol "DTIX."
PLAN OF DISTRIBUTION
We are registering this offering of shares on behalf of the selling
shareholders, and we will pay all costs, expenses and fees related to such
registration, including all registration and filing fees, printing expenses,
fees and disbursements of our counsel, blue sky fees and expenses and the
expenses of any special audits or "cold comfort" letters. The selling
shareholders will pay all selling expenses, all fees and disbursements of
their counsel and all other marketing expenses.
The selling shareholders may sell their shares from time to time in
one or more transactions through ordinary brokerage transactions or in
private, negotiated transactions. The selling shareholders will determine
the prices at which they sell their shares. Such transactions may or may not
involve brokers or dealers.
If the selling shareholders use a broker-dealer to complete their sale
of the shares, that broker-dealer may receive compensation in the form of
discounts, concessions or commissions from the selling shareholders or from
you, as purchaser (which compensation might exceed customary commissions).
The selling shareholders may indemnify any agent, dealer or broker-
dealer that participates in sales of the shares against similar liabilities.
LEGAL OPINION
The validity of the common stock offered hereby will be passed on for
us by Riordan and McKinzie, 300 South Grand Avenue, Suite 2900, Los Angeles,
CA 90071.
EXPERTS
Our consolidated financial statements as of and for the Fiscal Year
Ended October 31, 2001 appearing in our Annual Report on Form 10-K and
incorporated herein by reference have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and incorporated by reference, in reliance upon the authority of
said firm as experts in giving said reports.
Our consolidated financial statements as of and for the Fiscal Years
Ended October 31, 2000 and 1999 appearing in our Annual Report on Form 10-K
and incorporated herein by reference have been audited by King Griffin &
Adamson P.C., independent public accountants, as indicated in their reports
with respect thereto, and incorporated by reference, in reliance upon the
authority of said firm as experts in giving said reports.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file
at the SEC's public reference room at 450 Fifth Street, N.W., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the
public from the SEC's web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we
have filed with it, which means that we can disclose important information
to you by referring you to those documents. The information incorporated by
reference is considered to be part of this prospectus, and information that
we file later with the SEC will automatically update and supersede this
information. We incorporate by reference into this prospectus the following
documents listed below and any future filings that we make with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934:
(1) Our Annual Report on Form 10-K for the year ended October 31, 2001
filed with the SEC on January 29,2002;
(2) The description of our Common Stock included in our registration
statement on Form 10 filed with the SEC on January 6, 1994,
including any other amendment or report filed for the purpose of
updating such information.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Dial-Thru International Corporation
700 South Flower, Suite 2950
Los Angeles, California 90017
Attn: Corporate Secretary
Telephone: (213) 627-7599
www.dialthru.com
You should rely only on information incorporated by reference or
provided in this Prospectus and any prospectus supplement. No one (including
any salesman or broker) is authorized to provide oral or written information
about this offering that is not included in this Prospectus.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated costs and expenses in
connection with the sale and distribution of the securities being
registered, other than underwriting discounts and commissions. All of the
amounts shown are estimates except the Securities and Exchange Commission
registration fee. The selling shareholders will not be responsible for the
payment of any of these costs and expenses.
To Be Paid
By The
Registrant
----------
SEC registration fee $ 106
Accounting fees and expenses $ 5,000
Legal fees and expenses $ 5,000
Miscellaneous $ 2,000
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$ 12,106
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Item 15. Indemnification of Directors and Officers.
Article 10 of our Certificate of Incorporation and Section 11.1 of our
Bylaws provide for indemnification of our directors, officers, employees and
agents (including the advancement of expenses) to the fullest extent
permitted by Delaware law.
Item 16. Exhibits.
The following exhibits are incorporated by reference into this
registration statement:
Exhibit
No. Description of Documents
------- ------------------------
2.1 Agreement and Plan of Merger dated as of January 30, 1998, among
Canmax Inc., CNMX MergerSub, Inc. and USCommunications Services,
Inc. (filed as Exhibit 2.1 to USCommunications Services' Form 8-K
dated January 30, 1998 (the "USC 8-K"), and incorporated herein by
reference)
2.2 Rescission Agreement dated June 15, 1998 among Canmax Inc., USC
and former principals of USC (filed as Exhibit 10.1 to
USCommunications Services' Form 8-K dated January 15, 1998 (the
"USC Rescission 8-K"), and incorporated herein by reference)
2.3 Asset Purchase Agreement by and among Affiliated Computer
Services, Inc., Canmax and Canmax Retail Systems, Inc. dated
September 3, 1998 (filed as Exhibit 10.1 to the Registrant's Form
8-K dated December 7, 1998 and incorporated herein by reference)
2.4 Asset Purchase Agreement dated November 2, 1999 among ARDIS
Telecom & Technologies, Inc., Dial-Thru International Corporation,
a Delaware corporation, Dial-Thru International Corporation, a
California corporation, and John Jenkins (filed as Exhibit 2.1 to
the Registrant's Current Report on Form 8-K dated November 2, 1999
and incorporated herein by reference)
2.5 Stock and Asset Purchase Agreement, dated as of September 18,
2001, by and among Rapid Link USA, Inc., Rapid Link Inc., and Dial
Thru International Corporation (filed as Exhibit 2.1 to the
Registrant's Report on Form 8-K dated October 12, 2001 and
incorporated herein by reference)
2.6 First Amendment to Stock and Asset Purchase Agreement, dated as
of September 21, 2001, by and among Rapid Link USA, Inc., Rapid
Link Inc., and Dial Thru International Corporation (filed as
Exhibit 2.2 to the Registrant's Report on Form 8-K dated October
12, 2001 and incorporated herein by reference)
2.7 Second Amendment to Stock and Asset Purchase Agreement, dated as
of October 12, 2001, by and among Rapid Link USA, Inc., Rapid Link
Inc., and Dial Thru International Corporation (filed as Exhibit
2.3 to the Registrant's Report on Form 8-K dated October 12, 2001
and incorporated herein by reference)
2.8 Third Amendment to Stock and Asset Purchase Agreement, dated as
of October 30, 2001, by and among Rapid Link USA, Inc., Rapid Link
Inc., and Dial Thru International Corporation (filed as Exhibit
2.4 to the Registrant's Report on Form 8-K/A dated October 12,
2001 and incorporated herein by reference)
2.9 Fourth Amendment to Stock and Asset Purchase Agreement, dated as
of November 30, 2001, by and among Rapid Link USA, Inc., Rapid
Link Inc., and Dial Thru International Corporation (filed as
Exhibit 2.5 to the Registrant's Report on Form 8-K/A dated October
12, 2001 and incorporated herein by reference)
3.1 Certificate of Incorporation, as amended (filed as Exhibit 3.1
to the Registrant's Annual Report on Form 10-K dated January
31,2000 and incorporated herein by reference)
3.2 Amended and Restated Bylaws (filed as Exhibit 3.2 to the
Registrant's Annual Report on Form 10-K dated January 31, 2000 and
incorporated herein by reference)
4.1 Securities Purchase Agreement issued January 28, 2002 between Dial
Thru International Corporation and GCA Strategic Investment Fund
Limited
4.2 Registration Rights Agreement dated January 28, 2002 between Dial
Thru International Corporation and GCA Strategic Investment Fund
Limited
4.3 6% Convertible Debenture of Dial Thru International Corporation
and GCA Strategic Investment Fund Limited
4.4 Common Stock Purchase Warrant dated January 28, 2002 between GCA
Strategic Investment Fund Limited and Dial Thru International
Corporation
4.5 Securities Purchase Agreement issued April 11, 2001 (filed as
exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q for
the period ended April 30, 2001 and incorporated herein by
reference)
4.6 Registration Rights Agreement dated April 6, 2001 between Dial
Thru International Corporation and Global Capital Funding Group,
L.P. (filed as Exhibit 4.2 to the Company's Form S-3, File #333-
71406, filed on October 11, 2001 and incorporated herein by
reference)
4.7 6% Convertible Debenture of Dial Thru International Corporation
and Global Capital Funding Group, L.P. (filed as Exhibit 4.3 to
the Company's Form S-3, File #333-71406, filed on October 11, 2001
and incorporated herein by reference)
4.8 Form of Common Stock Purchase Warrant dated April 11, 2001 between
Global Capital Funding Group, L.P. and Dial Thru International
Corporation (filed as Exhibit 4.4 to the Company's Form S-3, File
#333-71406, filed on October 11, 2001 and incorporated herein by
reference)
4.9 Common Stock Purchase Warrant dated April 6, 2001 between D.P.
Securities, Inc. and Dial Thru International Corporation (filed as
Exhibit 4.5 to the Company's Form S-3, File #333-71406, filed on
October 11, 2001 and incorporated herein by reference)
5.1 Opinion of Riordan & McKinzie.*
23.1 Consent of Riordan & McKinzie (included in the opinion filed
as Exhibit 5.1).
23.2 Consent of King Griffin & Adamson P.C.
23.3 Consent of Arthur Andersen LLP
24.1 Power of Attorney (set forth on signature page of the
registration statement).
*To be filed by amendment.
Item 17. 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; (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; 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; (2) that, for the
purpose of determining any liability under the Securities Act, 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 the time shall be deemed to be the initial bona fide
offering thereof; and (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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act)
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 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 Securities 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 Securities Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on February 12,
2002.
DIAL-THRU INTERNATIONAL CORPORATION
By: /S/ John Jenkins
------------------------------------
John Jenkins
Chairman, Chief Executive Officer and President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John Jenkins his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in
his name, in any and all capacities, to sign all amendments (including post-
effective amendments) to registration statement to which this power of
attorney is attached, and to file all those amendments and all exhibits to
them and other documents to be filed in connection with them, including any
registration statement pursuant to Rule 462 under Securities Act, with the
Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated.
Signatures Title Date
---------- ----- ----
/s/ John Jenkins Chairman, Chief Executive February 12, 2002
John Jenkins Officer, President, Director
and Attorney-in-Fact
/s/ Allen Sciarillo Chief Financial Officer, February 12, 2002
Allen Sciarillo Secretary, (Principal Accounting
Officer and Principal Financial
Officer)
/s/Robert M. Fidler Director February 12, 2002
Robert M. Fidler
/s/ Nick DeMare Director February 12, 2002
Nick Demare
/s/ Lawrence Vierra Executive Vice President February 12, 2002
Lawrence Vierra and Director
INDEX TO EXHIBITS
Exhibit
No. Description of Documents
------- ------------------------
4.1 Securities Purchase Agreement issued January 28, 2002 between Dial
Thru International Corporation and GCA Strategic Investment Fund
Limited
4.2 Registration Rights Agreement dated January 28, 2002 between Dial
Thru International Corporation and GCA Strategic Investment Fund
Limited
4.3 6% Convertible Debenture of Dial Thru International Corporation
and GCA Strategic Investment Fund Limited
4.4 Common Stock Purchase Warrant dated January 28, 2002 between GCA
Strategic Investment Fund Limited and Dial Thru International
Corporation
5.1 Opinion of Riordan & McKinzie.*
23.1 Consent of Riordan & McKinzie (included in the opinion filed
as Exhibit 5.1).
23.2 Consent of King Griffin & Adamson P.C.
23.3 Consent of Arthur Andersen LLP
24.1 Power of Attorney (set forth on signature page of the
Registration Statement).
*To be filed by amendment