Unassociated Document
UNITED
STATES SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
ATSI
COMMUNICATIONS, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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74-2849995
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(State
or other jurisdiction of incorporation or organization)
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(IRS
Employer Identification No.)
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3201
Cherry Ridge Road, Suite 300C, San Antonio, Texas 78230
(Address
of Principal Offices)(Zip Code)
ATSI
Communications, Inc. 2005 Stock Compensation Plan
(Full
title of the plan)
Arthur
L. Smith
Executive
Officer
3201
Cherry Ridge Road, Suite 300C
San
Antonio, Texas 78230
(210)
614-7240
(Name
and
address of agent for service)
(Telephone
number, including area code, of agent for service)
Copy
to:
Lawrence
E. Wilson
Franklin,
Cardwell & Jones
1001
McKinney, 18th
Floor
Houston,
Texas 77002
(713)
222-6025
CACULATION
OF REGISTRATION FEE
Title
of Securities
to
be Registered
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Amount to
be
Registered(1)(2)
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Proposed Maximum
Offering Price per
Share(3)
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Proposed Maximum
Aggregate Offering Price(3)
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Amount
of Registration
Fee(3)
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Common
stock, $.001 par value per share
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10,000,000
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$
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.20
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$
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2,000,000
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$
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61.40
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(1) Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended, this registration
statement shall also cover any additional shares of common stock that become
issuable by reason of any unit dividend, unit split, recapitalization or any
other similar transaction effected without the receipt of consideration which
results in an increase in the number of the registrant’s outstanding common
stock. In addition, pursuant to Rule 415(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of interests
to
be offered or sold pursuant to the employee benefit plan described herein.
(2) Represents
10,000,000 additional shares of common stock of the registrant issuable pursuant
to awards available for grant under the ATSI Communications, Inc. 2005 Stock
Compensation Plan, as amended.
(3) Pursuant
to Rule 457(h) under the Securities Act of 1933, as amended, estimated solely
for the purpose of calculating the amount of the registration fee based on
the
average of the high and low prices reported as of September 14 ,
2007.
REGISTRATION
OF ADDITIONAL SECURITIES
This
registration statement on Form S-8 registers additional securities of the same
class as other securities of the registrant for which a registration statement
on Form S-8 is effective. Pursuant to General Instruction E.
Registration of Additional Securities to
Form
S-8, the contents of the earlier registration statement, Form S-8 No. 333-130313
filed with the Securities and Exchange Commission (the “Commission”) on December
14, 2005, is hereby incorporated by reference. Any information required in
this
registration statement that is not in the earlier registration statement is
included herein.
EXHIBITS.
Unless
otherwise indicated below as being incorporated by reference to another filing
of the registrant with the Commission, each of the following exhibits is filed
herewith:
Exhibit
No.
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Description
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5.1
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Opinion
of Franklin, Cardwell & Jones
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10.1
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ATSI
Communications, Inc. 2005 Stock Compensation Plan (incorporated
by
reference to Exhibit 4.1 to the registrant’s Form S-8 No. 333-130313 filed
with the Commission on December 14, 2005)
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10.2
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First
Amendment to ATSI Communications, Inc. 2005 Stock Compensation
Plan
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23.1
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Consent
of Malone & Bailey, PC, Independent Registered Public Accounting Firm
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23.2
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Consent
of Franklin, Cardwell & Jones (included in Exhibit
5.1)
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Power
of Attorney (included on Signature
Page)
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SIGNATURE
PAGE
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
San
Antonio, and the State of Texas, on September 20, 2007.
ATSI
COMMUNICATIONS, INC.
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By:
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/s/ Arthur
L. Smith
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Arthur
L. Smith
Chief
Executive Officer
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By:
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/s/ Antonio
Estrada
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Antonio
Estrada
Corporate
Controller
Chief
Accounting Officer
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POWER
OF
ATTORNEY
Each
person whose signature appears below constitutes and appoints Arthur L. Smith
and Antonio Estrada true and lawful attorneys-in-fact and agents, each acting
alone, with full powers of substitution and re-substitution, for him and in
his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full powers and authority
to do
and perform each and every act and thing requisite and necessary to be done
in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed below by the following persons in the capacities indicated
on
September 20, 2007.
/s/ John
R. Fleming
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/s/ Arthur
L. Smith
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John
R. Fleming
Director
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Arthur
L. Smith
Director
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/s/ Murray
R. Nye
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Murray
R. Nye
Director
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EXHIBIT
INDEX
Exhibit
No.
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Description
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5.1
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Opinion
of Franklin, Cardwell & Jones
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10.1
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ATSI
Communications, Inc. 2005 Stock Compensation Plan (incorporated
by
reference to Exhibit 4.1 to the registrant’s Form S-8 No. 333-130313 filed
with the Commission on December 14, 2005)
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10.2
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First
Amendment to ATSI Communications, Inc. 2005 Stock Compensation
Plan
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23.1
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Consent
of Malone & Bailey, PC, Independent Registered Public Accounting
Firm
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23.2
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Consent
of Franklin, Cardwell & Jones (included in Exhibit
5.1)
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Power
of Attorney (included on Signature
Page)
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