AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 10, 2005
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
TELECOM COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 35-2089848
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
SUITES 2412-13 SHELL TOWER, TIMES SQUARE
1 MATHESON STREET
CAUSEWAY BAY, HONG KONG
(Address of Principal Executive Offices) (Zip Code)
TELECOM COMMUNICATIONS, INC. 2005 STOCK AWARDS PLAN
(Full title of the Plan)
Copy to:
Tim Chen Robert S. Matlin, Esq.
President, Chief Executive Officer and Director Thelen Reid & Priest LLP
Telecom Communications, Inc. 875 Third Avenue
Suites 2412-13 Shell Tower, Times Square New York, New York 10022
1 Matheson Street (212) 603-2000
Causeway Bay, Hong Kong
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(852) 2541-8746
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
=============================================================================================
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED(1) SHARE(2) PRICE FEE
---------------------------------------------------------------------------------------------
Common Stock
par value $.001 30,000,000 $0.24 $7,200,000 $847.44
=============================================================================================
_______________________
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
"Securities Act"), this registration statement also covers any additional
securities to be offered or issued as a result of a stock split, stock dividend
or similar transactions. (2) Estimated solely for the purpose of calculating the
registration fee as determined in accordance with Rule 457(c) and (h) of the
Securities Act (based on the average of the high and low sales prices per share
of common stock as reported on the OTCBB as of June 7, 2005).
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
Not filed as part of this Registration Statement pursuant to the Note
to Part 1 of Form S-8. The documents containing the information specified in
this item have been or will be sent or given to employees as specified by Rule
428(b)(1) of the Securities Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Not filed as part of this Registration Statement pursuant to the Note
to Part 1 of Form S-8. The documents containing the information specified in
this item have been or will be sent or given to employees as specified by Rule
428(b)(1) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
Telecom Communications, Inc. (the "Company" or the "Registrant") is
subject to the informational requirements of the Securities Exchange Act of
1934, as amended (the "Exchange Act") and in accordance therewith files reports
and other information with the Securities and Exchange Commission (the
"Commission"). The following documents, which are on file with the Commission,
are incorporated herein by reference and made a part hereof:
(a) the Company's Annual Report on Form 10-KSB for the fiscal year
ended September 30, 2004, filed on January 31, 2005;
(b) the Company's Quarterly Report on Form 10-QSB, filed on February
1, 2005 for the fiscal period ended December 31, 2004; the Company's
Quarterly Report on Form 10-QSB on May 5, 2005 for the fiscal period
ended March 31, 2005; and the Company's Current Report on Form 8-K
filed on May 16, 2005 for the period ended April 15, 2005.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
registers all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing 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 that also is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or 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.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's certificate of incorporation, as restated (the
"Certificate of Incorporation"), provides that the personal liability of a
director be eliminated to the fullest extent permitted by Delaware General
Corporation Law (the "Delaware Law"). Specifically, a director will not be
personally liable for monetary damages for breach of fiduciary duty as a
director, except for liability:
o for any breach of the director's duty of loyalty to the
Company or its stockholders;
o for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of the law;
o under Section 174 of the Delaware Law, which concerns
unlawful payments of dividends, stock purchases or
redemptions; or
o for any transaction from which the director derived an
improper personal benefit.
The Certificate provides that the Company shall indemnify its officers
and directors to the fullest extent permitted by the Delaware Law. Subject to
limited exceptions, the Company may indemnify its other employees and agents to
the extent that it indemnifies its officers and directors, unless otherwise
prohibited by law, its amended and restated certificate of incorporation, its
amended and restated bylaws or agreements. The By-laws provided that the Company
is required to advance expenses to its directors and executive officers as
incurred in connection with legal proceedings against them for which they may be
indemnified. The rights conferred are not exclusive.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following is a list of exhibits filed as a part of this
Registration Statement which are incorporated herein:
EXHIBIT NO. EXHIBIT
4.1* Telecom Communications, Inc. 2005 Stock Awards Plan
5.1* Opinion of Thelen Reid & Priest LLP regarding the legality of
shares of Common Stock being registered
23.1* Consent of Child, Sullivan & Company
23.2* Consent of Thelen Reid & Priest LLP (included in Exhibit 5.1)
24.1* Power of Attorney (included in the signature pages to this
Registration Statement)
_____________________
* Filed herewith.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
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(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, as amended (the
"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 the
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) (ss.230.424(b) of this
chapter) if, in the aggregate, the changes in volume and
price represent no more than a 20% 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 the
Registration Statement or any material change to such
information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
shall not apply to information contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under
the 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 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 Act, each filing of
the Registrant's annual report pursuant to section 13(a) or section
15(d) of the Exchange Act (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 this Registration
Statement shall be deemed to be a new registration statement relating
to the securities offered herein, 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
Act of 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 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.
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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
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 Hong Kong on the 8th day of June, 2005.
TELECOM COMMUNICATIONS, INC.
By: /s/ Tim Chen
-----------------------------------
Tim Chen
President, Chief Executive Officer
and Director
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That each of the undersigned appoints Tim Chen and Gary Lam,
separately, as his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him including post-effective amendments
and related registration statements, to this Registration Statement, and to file
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 separately and perform each and every act
requisite and necessary to be done, as fully to all intents and purposes as he
might or could so in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes may lawfully do or cause to
be done by virtue hereof. This Power of Attorney may be signed in several
counterparts.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Name Title Date
/s/ Guosheng Liu Chairman of the Board June 8, 2005
----------------
Guosheng Liu
/s/ Tim Chen President, Chief Executive June 8, 2005
------------ Officer and Director
Tim Chen
/s/ Lijian Deng Controller, Secretary, Director June 8, 2005
---------------
Lijian Deng
/s/ Lirong Liu Chief Information Officer and June 8, 2005
-------------- Director
Lirong Liu
/s/ Gary Lam Chief Financial Officer and June 8, 2005
------------ Director
Gary Lam
INDEX TO EXHIBITS
The following is a list of exhibits filed as a part of this
Registration Statement which are incorporated herein:
EXHIBIT NO. EXHIBIT
4.1* Telecom Communications, Inc. 2005 Stock Awards Plan
5.1* Opinion of Thelen Reid & Priest LLP regarding the legality of
shares of Common Stock being registered
23.1* Consent of Child, Sullivan & Company
23.2* Consent of Thelen Reid & Priest LLP (included in Exhibit 5.1)
24.1* Power of Attorney (included in the signature pages to this
Registration Statement)
_____________________
* Filed herewith.
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