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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<P align="center"><FONT size="2">As filed with the Securities and
Exchange Commission on July&nbsp;19, 2002</FONT>

<P align="center"><FONT size="2">File No.&nbsp;0-25124</FONT>

<P align="center"><FONT size="2">SECURITIES AND EXCHANGE COMMISSION</FONT>

<P align="center"><FONT size="2">Washington, D.C. 20549</FONT>

<P align="center"><FONT size="2">FORM S-8</FONT>

<P align="center"><FONT size="2">REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933</FONT>

<P align="center"><FONT size="2">SPANTEL COMMUNICATIONS, INC.</FONT>

<DIV>
<HR width="26%" align="center" size="1" noshade>
</DIV>

<DIV align="center"><FONT size="2">(Exact name of registrant as specified in its charter)
</FONT></DIV>

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        <TD width="51%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="44%">&nbsp;</TD>
</TR>
<TR valign="bottom">
        <TD align="center" valign="top"><FONT size="2">Florida<BR>
(State or other jurisdiction of<BR>
incorporation or organization)</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top"><FONT size="2">
65-0782227<BR>
I.R.S. Employer Identification No.</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="center"><FONT size="2">1061 North Venetian Drive, Miami, Florida 33139</FONT>

<DIV>
<HR width="26%" align="center" size="1" noshade>
</DIV>

<DIV align="center"><FONT size="2">(Address of Principal Executive Offices)(Zip Code)
</FONT></DIV>

<P align="center"><FONT size="2">Services Agreement<BR>
with Gregory L. Paige<BR>
and<BR>
Legal Services Agreement<BR>
with Neil S. Baritz<BR>
(Full title of the plan)</FONT>

<P align="center"><FONT size="2">Law offices of Howard Feinmel, P.A.<BR>
5192 10<sup>th</sup> Avenue North, Suite&nbsp;D<BR>
Lake Worth, Florida 33463</FONT>

<DIV>
<HR width="26%" align="center" size="1" noshade>
</DIV>

<DIV align="center"><FONT size="2">(Name and address of agent for service)
</FONT></DIV>

<P align="center"><FONT size="2">(561)&nbsp;968-1313<BR>
(Telephone number, including area code, of agent for service)</FONT>

<P align="center"><FONT size="2">CALCULATION OF REGISTRATION FEE</FONT>

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        <TD width="23%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="7%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="8%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="4%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="4%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="2%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="2%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="7%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="7%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
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</TR>


<TR valign="bottom">
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>PROPOSED MAXIMUM</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>PROPOSED MAXIMUM</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
        <TD nowrap align="center" colspan="5"><FONT size="1"><B>TITLE OF SECURITIES</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>AMOUNT TO BE</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>OFFERING PRICE PER</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>AGGREGATE OFFERING</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>AMOUNT OF</B></FONT></TD>
</TR>
<TR valign="bottom">
        <TD nowrap align="center" colspan="5"><FONT size="1"><B>TO BE REGISTERED</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>REGISTERED</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>SHARE(1)</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>PRICE(2)</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>REGISTRATION FEE</B></FONT></TD>
</TR>

<TR>
         <td colspan="21"><HR noshade size="1" width="100%" align="left">
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<TR valign="bottom">

<TD colspan="5"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Common Stock, .001 par value</FONT></DIV></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">350,000</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">3.00</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">1,050,000</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">96.60</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
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</TR>
</TABLE>
</CENTER>
<P>
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      <TD width="1%" align="left" nowrap><FONT size="2">(1)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule&nbsp;457, promulgated under the Securities Act of
1933, as amended, and based upon the average of the high and low sales price of
the Registrant&#146;s common stock on July&nbsp;15, 2002.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">&nbsp;</FONT>
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<A name="toc"><DIV align="CENTER" style="page-break-before:always"><U><B>TABLE OF CONTENTS</B></U></DIV></A>

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<TR><TD colspan="9"><A HREF="#000">AVAILABLE INFORMATION</A></TD></TR>
<TR><TD colspan="9"><A HREF="#001">THE COMPANY</A></TD></TR>
<TR><TD colspan="9"><A HREF="#002">RISKS OF INVESTING SPANTEL SHARES</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#003">FORWARD-LOOKING STATEMENTS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#004">SIGNATURES</A></TD></TR>
<TR><TD colspan="9"><A HREF="#005">EXHIBIT INDEX</A></TD></TR>
<TR><TD colspan="9"><A HREF="g77283exv5w1.txt">OPINION OF DREIER & BARITZ, LLP</A></TD></TR>
<TR><TD colspan="9"><A HREF="g77283exv10w1.txt">CONSULTING AGREEMENT WITH GREGORY L. PAIGE</A></TD></TR>
<TR><TD colspan="9"><A HREF="g77283exv10w2.txt">LEGAL SERVICES AGREEMENT WITH NEIL S. BARITZ</A></TD></TR>
<TR><TD colspan="9"><A HREF="g77283exv23w2.txt">CONSENT OF SPICER, JEFFRIES & CO.</A></TD></TR>
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<P align="left"><FONT size="2">PART I</FONT>

<P align="left"><FONT size="2">ITEM 1. PLAN INFORMATION</FONT>

<P><FONT size="2">We have agreements and/or arrangements with certain officers/directors,
employees, consultants and advisors which provide for the issuance of shares of
our common stock for services to us in lieu of cash compensation. In
consideration for the continuing services rendered and to be rendered to us
until such time as we shall generate sufficient cash flow from operations, if
ever, in order to pay cash compensation to its officers/directors, employees
and consultants, we have prepared this Form&nbsp;S-8 registration statement to
provide for the issuance and registration of an aggregate of 300,000 shares to
Gregory Paige, a consultant for us, pursuant to a services agreement attached
hereto as Exhibit&nbsp;10.1, and 50,000 to Neil S. Baritz, an attorney whose firm
provides legal services for us, pursuant to a legal services agreement attached
hereto as Exhibit&nbsp;10.2.
</FONT>
<P align="left"><FONT size="2">ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.</FONT>

<P><FONT size="2">Not applicable.
</FONT>
<!-- link1 "AVAILABLE INFORMATION" -->
<DIV align="left"><A NAME="000"></A></DIV>
<P align="center"><FONT size="2">AVAILABLE INFORMATION</FONT>

<P><FONT size="2">We are subject to the informational requirements of the Securities Exchange Act
of 1934, as amended, and, in accordance therewith, we file reports, proxy
statements and other information with the Securities and Exchange Commission.
Reports, proxy statements and other information filed with the Commission can
be inspected and copied at the public reference facilities of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549. Copies of this material can
also be obtained at prescribed rates from the Public Reference Section of the
Commission at its principal office at 450 Fifth Street, N.W., Washington, D.C.
20549. The Commission also maintains a website on the Internet that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission at http://www.sec.gov.
</FONT>
<P><FONT size="2">We have filed with the Commission a registration statement on Form&nbsp;S-8 under
the Securities Act of 1933, as amended, covering the Shares. This prospectus,
which comprises Part I of the registration statement, omits certain information
contained in the registration statement. For further information with respect
to us and the Shares offered by this prospectus, reference is made to the
entire registration statement, including the exhibits thereto. Statements in
this prospectus as to any document are not necessarily complete, and where any
such document is an exhibit to the registration statement or is incorporated by
reference herein, each such statement is qualified in all respects by the
provisions of the
</FONT>
<P align="center"><FONT size="2">1</FONT>
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<P><FONT size="2"> exhibit or other document to which reference is hereby made,
for a full statement of the provisions thereof. A copy of the registration
statement, with exhibits, may be obtained from the Commission&#146;s office in
Washington, D.C. (at the above address) upon payment of the fees prescribed by
the rules and regulations of the Commission, or examined there without charge
or at the Commission&#146;s website at http://www.sec.gov.
</FONT>
<P align="left"><FONT size="2">PART II</FONT>

<P align="left"><FONT size="2">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</FONT>

<P align="left"><FONT size="2">ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.</FONT>

<P><FONT size="2">The following documents are incorporated by reference into this Registration
Statement:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="1%" align="left" nowrap><FONT size="2">1.</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">Our Annual Report on Form&nbsp;10-KSB for the year ended December&nbsp;31, 2001, as
filed with the Securities and Exchange Commission (the &#147;Commission&#148;);</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="1%" align="left" nowrap><FONT size="2">2.</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">Our Quarterly Report on Form&nbsp;10-QSB for the period ended March&nbsp;31, 2002,
as filed with the Commission.</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="1%" align="left" nowrap><FONT size="2">3.</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">Our Current Report on Form&nbsp;8-K dated March&nbsp;6, 2002, as filed with the
Commission.</FONT></TD>
</TR>
</TABLE>
<P><FONT size="2">In addition, all documents filed by us pursuant to Sections&nbsp;13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;),
after the date hereof and prior to the filing of a post-effective amendment
which indicates that all securities registered hereby have been sold or which
deregisters 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 of such documents with the Commission.
</FONT>
<P><FONT size="2">Any statement contained in a document 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 a subsequently filed
document 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 part of this Registration
Statement.
</FONT>
<!-- link1 "THE COMPANY" -->
<DIV align="left"><A NAME="001"></A></DIV>
<P align="center"><FONT size="2">THE COMPANY</FONT>

<P><FONT size="2">We are a provider of discount long distance telephone service and are
headquartered in Marbella, Spain. We market our services primarily to a broad
base of customers that includes small to medium enterprises and larger
corporations, governmental entities, educational institutions, and residential
consumers. We have been created with the mission of becoming the leading
alternative operator in the Spanish telecommunications market.
</FONT>
<P><FONT size="2">Our executive offices are located at Jardines del Puerto, Local 21, Av. Jose
Banus, S/N, Marbella, Spain 29660 and our offices in the United States are
located at 1061 North Venetian Drive, Miami, Florida 33139. Our telephone
number in the United States is (305)&nbsp;586-3937.
</FONT>
<P align="center"><FONT size="2">2</FONT>
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<!-- link1 "RISKS OF INVESTING SPANTEL SHARES" -->
<DIV align="left"><A NAME="002"></A></DIV>
<P align="center"><FONT size="2">RISKS OF INVESTING SPANTEL SHARES</FONT>

<P align="left"><FONT size="2">Costs of Conducting Business</FONT>

<P><FONT size="2">We will be required to incur substantial costs for purchasing new equipment,
increasing marketing operations and related costs. A substantial portion of
those costs must be paid whether or not any of our telephone and communication
services prove to be commercially successful on a broad scale. The ability to
generate a profit depends, among other factors, on the amount of equipment
acquisition costs incurred, the amount of revenues from the sale of our
services and other products, and our operating costs.
</FONT>
<P align="left"><FONT size="2">Competition</FONT>

<P><FONT size="2">The telecommunication business is highly competitive. Companies in the industry
have substantially greater financial, marketing, and technical resources than
us. Further, the entry into this industry does not necessarily require a large
capital expenditure and, accordingly, it can be expected that additional
competitors may enter the industry in the future. It may be particularly
difficult for a relatively small independent company to compete with larger
companies, which have significantly greater resources. There can be no
assurance that we will be able to successfully compete in such an environment.
</FONT>
<P align="left"><FONT size="2">Technological Change</FONT>

<P><FONT size="2">We expect that many new technologies and products will be introduced in the
telecommunication industry over the next several years. Our success will
depend, among other things, on our ability to develop and maintain a
competitive position technologically. There can be no assurance that we will
have access to subsequently developed technology by other entities.
Technological advances by a competitor may result in our present or future
products becoming noncompetitive or obsolete. We cannot be assured that
competitors will not develop functionally similar or superior services and
products, which event could have an adverse effect on our business.
</FONT>
<P align="left"><FONT size="2">Fluctuations in Operating Results</FONT>

<P><FONT size="2">Our revenues and results of operations may vary significantly in the future.
Our revenues and results of operations are difficult to forecast and could be
adversely affected by many factors, some of which are outside our control,
including, among others, the expected relatively long sales and implementation
cycles for our services and products; the size and timing of individual license
transactions and joint venture arrangements; seasonality of revenues; changes
in our operating expenses; changes in the mix of products and services sold;
timing of introduction or enhancement of our products or competitors; market
acceptance of new products; changes in technology; personnel changes and
difficulties in attracting and retaining qualified sales, marketing, technical
and consulting personnel; changes in customers&#146; budgeting cycles; quality
control of products sold; and economic conditions generally and in Spain in
particular and in specific industry segments, particularly the communications
industry.
</FONT>
<P align="center"><FONT size="2">3</FONT>
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<P><FONT size="2">There can be no assurance that our products will achieve broad market
acceptance or that we will be successful in marketing our services and products
or enhancements thereto. In the event that our current or future competitors
release new products that have more advanced features, offer better
performance, or are more price competitive than our services and products,
demand for our products would decline. A decline in demand for, or market
acceptance of, our services and other products as a result of competition,
technological change, or other factors would have material adverse effects on
our business, financial condition, and results of operations.
</FONT>
<P align="left"><FONT size="2">Raw Materials</FONT>

<P><FONT size="2">The basic raw materials and components for the telecommunication services and
other products being developed by us are readily available. We do not expect to
experience any significant delays in obtaining timely delivery of our
telecommunication equipment and components.
</FONT>
<P align="left"><FONT size="2">Seasonality</FONT>

<P><FONT size="2">We expect to experience seasonal variations in revenues and operating costs
because sales activity for our services and products may increase in the summer
and winter seasons which is expected to cause our operations to increase during
such periods.
</FONT>
<P align="left"><FONT size="2">Quantitative and Qualitative Disclosures About Market Risk</FONT>

<P><FONT size="2">We are exposed to market risks, which arise during the normal course of
business from changes in foreign exchange rates and interest rates. A
discussion of the primary market risks associated with our foreign currency
transactions, available-for-sale securities, and long-term debt exposure is
presented below.
</FONT>
<P align="left"><FONT size="2">Foreign Exchange Risk</FONT>

<P><FONT size="2">We conduct our operations primarily in Spain, and other countries around the
world with a number of different currencies. There is exposure to future
earnings when foreign exchange rates change and certain receivables, payables
and inter-company transactions are denominated in foreign currencies. We
monitor our exposure to foreign currencies through our regular operating
activities and have not historically used derivatives to hedge foreign exchange
risk.
</FONT>
<P><FONT size="2">Our exposure to exchange rate fluctuations primarily arises from outsourcing
services and assignment agreements, which are denominated in Euros, as well as
operating costs associated with such agreements. The euro-denominated gross
profit offset by other euro-denominated operating costs generally results in a
natural hedge. However, timing of settlement of euro-denominated accounts
receivables and payables subjects us to exchange rate risk on settlement of the
receivables and payables.
</FONT>
<P><FONT size="2">As of December&nbsp;31, 2001, we were primarily exposed to the following currencies:
the Euro.
</FONT>
<P align="center"><FONT size="2">4</FONT>
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<P><FONT size="2">Euro Conversion. On January&nbsp;1, 1999, 11 of the 15 member countries of the
European Union introduced a new currency, the &#147;Euro&#148;. The conversion rates
between the Euro and the participating nations&#146; existing legacy currencies were
fixed irrevocably as of December&nbsp;31, 1998. Prior to full implementation of the
new currency on January&nbsp;1, 2002, there was a transition period during which
parties may, at their discretion, use either the legacy currencies or the Euro
for financial transactions.
</FONT>
<P><FONT size="2">We are not aware of any material operational issues or costs associated with
preparing internal systems for the Euro. While it is not possible to accurately
predict the impact the Euro will have on the our business or on the economy in
general, management does not anticipate that the Euro conversion will have a
material adverse impact on the our market risk with respect to foreign
exchange, our results of operations, or our financial condition.
</FONT>
<!-- link2 "FORWARD-LOOKING STATEMENTS" -->
<DIV align="left"><A NAME="003"></A></DIV>
<P align="center"><FONT size="2">FORWARD-LOOKING STATEMENTS</FONT>

<P><FONT size="2">When used in this document, the words &#147;anticipated,&#148; &#147;estimate,&#148; &#147;expect&#148; and
other similar expressions are intended to identify forward-looking statements.
Such statements are subject to certain risks, uncertainties and assumptions
including the possibility that we will fail to generate projected revenues.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those anticipated, estimated or projected.
</FONT>
<P align="left"><FONT size="2">ITEM 4. DESCRIPTION OF SECURITIES.</FONT>

<P><FONT size="2">As of March&nbsp;31, 2002, we had authorized 100,000,000 shares of par value $0.001
common stock, with 17,693,636 shares issued and outstanding.
</FONT>
<P align="left"><FONT size="2">Common Stock</FONT>

<P><FONT size="2">The holders of our Common Stock are entitled to one vote for each share held of
record on all matters to be voted on by stockholders. There is no cumulative
voting with respect to the election of directors, with the result that the
holders of more than 50% of the shares voted for the election of directors can
elect all of the directors. The holders of our Common Stock are entitled to
receive dividends when, as and if declared by our board of directors out of
funds legally available therefor. In the event of our liquidation, dissolution
or winding up, the holders of our Common Stock are entitled to share ratably in
all assets remaining available for distribution to them after payment of
liabilities and after provision has been made for each class of stock, if any,
having preference over the Common Stock. Holders of shares of our Common Stock,
as such, have no conversion, preemptive or other subscription rights, and there
are no redemption provisions applicable to Common Stock. All of the outstanding
shares of Common Stock are, and the shares of Common Stock offered hereby, will be duly
authorized, validly issued, fully paid and non-assessable.
</FONT>
<P align="left"><FONT size="2">ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.</FONT>

<P align="center"><FONT size="2">5</FONT>
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<P><FONT size="2">Pursuant to the terms of the Legal Services Agreement, we have issued Neil S.
Baritz 50,000 shares of our common stock. Mr.&nbsp;Baritz is a member of Dreier &#038;
Baritz, LLP. Such firm also provides legal services to us.
</FONT>
<P align="left"><FONT size="2">ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.</FONT>

<P><FONT size="2">We have authority under the Florida Law to indemnify our directors and officers
to the extent provided for in such law. Our bylaws provide that we may insure,
shall indemnify and shall advance expenses on behalf of its officers and
directors to the fullest extent not prohibited by law.
</FONT>
<P align="left"><FONT size="2">ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.</FONT>

<P><FONT size="2">Not Applicable
</FONT>
<P align="left"><FONT size="2">ITEM 8. EXHIBITS</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
        <TD width="6%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="91%">&nbsp;</TD>
</TR>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">5.1</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Opinion of Dreier &#038; Baritz, LLP</FONT></TD>
</TR>

<TR valign="bottom">
        <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
        <TD valign="top"><FONT size="2">10.1</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Services Agreement with Gregory L. Paige</FONT></TD>
</TR>

<TR valign="bottom">
        <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
        <TD valign="top"><FONT size="2">10.2</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Legal Services Agreement with Neil S. Baritz</FONT></TD>
</TR>

<TR valign="bottom">
        <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
        <TD valign="top"><FONT size="2">23.1</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Consent of Dreier &#038; Baritz, LLP (contained in its opinion filed as Exhibit&nbsp;5.1 to this Registration Statement)</FONT></TD>
</TR>

<TR valign="bottom">
        <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
        <TD valign="top"><FONT size="2">23.2</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Consent of Spicer, Jeffries &#038; Co.</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="center"><FONT size="2">6</FONT>
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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<P align="left"><FONT size="2">ITEM 9. UNDERTAKINGS</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The undersigned Registrant hereby undertakes:
</FONT>

<P><FONT size="2">1.&nbsp;&nbsp;To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;To include any prospectus required by Section&nbsp;10(a)(3) of the
Securities Act;
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;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.
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&nbsp;424(b) 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 &#147;Calculation of Registration Fee&#148;
table in the effective Registration Statement; and</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;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;
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;PROVIDED, HOWEVER, that paragraphs (1)(a) and (1)(b) shall not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section&nbsp;13 or Section&nbsp;15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
</FONT>
<P><FONT size="2">2.&nbsp;&nbsp;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 that time shall be deemed to be the initial bona
fide offering thereof.
</FONT>
<P><FONT size="2">3.&nbsp;&nbsp;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.
</FONT>
<P><FONT size="2">The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant&#146;s annual
report pursuant to Section&nbsp;13(a) or Section&nbsp;15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan&#146;s annual report
pursuant to Section&nbsp;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.
</FONT>
<P><FONT size="2">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 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.
</FONT>
<P align="center"><FONT size="2">7</FONT>
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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>
<!-- link1 "SIGNATURES" -->
<DIV align="left"><A NAME="004"></A></DIV>
<P align="center"><FONT size="2">SIGNATURES</FONT>

<P><FONT size="2">Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form&nbsp;S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Madrid, Spain on this 19th day of July 2002.
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="50%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="50%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
       <TD>&nbsp;</TD>
       <TD colspan="2" align="left"><FONT size="2">SPANTEL COMMUNICATIONS,
INC.</FONT></TD>
</TR>

<TR>
         <TD>&nbsp;</TD>
</TR>

<TR>
        <TD>&nbsp;</TD>
        <TD valign="top"><FONT size="2">By:</FONT></TD>
        <TD valign="top"><FONT size="2">/s/ JOSE RAMON BASTERRA
<HR noshade size="1" width="60%" align="left">
JOSE RAMON BASTERRA,<BR>
Managing Director</FONT></TD>
</TR>
</TABLE>

<P><FONT size="2">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
date indicated.
</FONT>



<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
        <TD width="40%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="34%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="16%">&nbsp;</TD>
</TR>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">Signature</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Title
</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">Date</FONT></TD>
</TR>
<TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">/s/ MOHAMMED KHASHOGGI<BR>
</FONT><HR size="1" noshade><FONT size="2">
MOHAMMED KHASHOGGI</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
President and Director
</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">July 19, 2002</FONT></TD>
</TR>
<TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">/s/ JOSE RAMON BASTERRA<BR>
</FONT><HR size="1" noshade><FONT size="2">
JOSE RAMON BASTERRA</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Managing Director
</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">July 19, 2002</FONT></TD>
</TR>
</TABLE>
</CENTER>

<P align="center"><FONT size="2">8</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<!-- link1 "EXHIBIT INDEX" -->
<DIV align="left"><A NAME="005"></A></DIV>
<P align="center"><FONT size="2">EXHIBIT INDEX</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
        <TD width="7%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="90%">&nbsp;</TD>
</TR>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">EXHIBIT</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
DESCRIPTION</FONT></TD>
</TR>

<TR valign="bottom">
        <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
        <TD valign="top"><FONT size="2">5.1</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Opinion of Dreier &#038; Baritz, LLP</FONT></TD>
</TR>

<TR valign="bottom">
        <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
        <TD valign="top"><FONT size="2">10.1</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Consulting Agreement with Gregory L. Paige</FONT></TD>
</TR>

<TR valign="bottom">
        <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
        <TD valign="top"><FONT size="2">10.2</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Legal Services Agreement with Neil S. Baritz</FONT></TD>
</TR>

<TR valign="bottom">
        <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
        <TD valign="top"><FONT size="2">23.1</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Consent of Dreier &#038; Baritz, LLP (contained in its opinion filed as Exhibit&nbsp;5.1 to this Registration Statement)</FONT></TD>
</TR>

<TR valign="bottom">
        <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
        <TD valign="top"><FONT size="2">23.2</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Consent of Spicer, Jeffries &#038; Co.</FONT></TD>
</TR>
</TABLE>
</CENTER>

<P align="center"><FONT size="2">9</FONT>




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sv8
Table of Contents
As filed with the Securities and
Exchange Commission on July 19, 2002
File No. 0-25124
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SPANTEL COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Florida
(State or other jurisdiction of
incorporation or organization)
65-0782227
I.R.S. Employer Identification No.
1061 North Venetian Drive, Miami, Florida 33139
(Address of Principal Executive Offices)(Zip Code)
Services Agreement
with Gregory L. Paige
and
Legal Services Agreement
with Neil S. Baritz
(Full title of the plan)
Law offices of Howard Feinmel, P.A.
5192 10
th
Avenue North, Suite D
Lake Worth, Florida 33463
(Name and address of agent for service)
(561) 968-1313
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM
PROPOSED MAXIMUM
TITLE OF SECURITIES
AMOUNT TO BE
OFFERING PRICE PER
AGGREGATE OFFERING
AMOUNT OF
TO BE REGISTERED
REGISTERED
SHARE(1)
PRICE(2)
REGISTRATION FEE
Common Stock, .001 par value
350,000
$
3.00
$
1,050,000
$
96.60
(1)
Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457, promulgated under the Securities Act of
1933, as amended, and based upon the average of the high and low sales price of
the Registrant's common stock on July 15, 2002.
TABLE OF CONTENTS
AVAILABLE INFORMATION
THE COMPANY
RISKS OF INVESTING SPANTEL SHARES
FORWARD-LOOKING STATEMENTS
SIGNATURES
EXHIBIT INDEX
OPINION OF DREIER & BARITZ, LLP
CONSULTING AGREEMENT WITH GREGORY L. PAIGE
LEGAL SERVICES AGREEMENT WITH NEIL S. BARITZ
CONSENT OF SPICER, JEFFRIES & CO.
Table of Contents
PART I
ITEM 1. PLAN INFORMATION
We have agreements and/or arrangements with certain officers/directors,
employees, consultants and advisors which provide for the issuance of shares of
our common stock for services to us in lieu of cash compensation. In
consideration for the continuing services rendered and to be rendered to us
until such time as we shall generate sufficient cash flow from operations, if
ever, in order to pay cash compensation to its officers/directors, employees
and consultants, we have prepared this Form S-8 registration statement to
provide for the issuance and registration of an aggregate of 300,000 shares to
Gregory Paige, a consultant for us, pursuant to a services agreement attached
hereto as Exhibit 10.1, and 50,000 to Neil S. Baritz, an attorney whose firm
provides legal services for us, pursuant to a legal services agreement attached
hereto as Exhibit 10.2.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not applicable.
AVAILABLE INFORMATION
We are subject to the informational requirements of the Securities Exchange Act
of 1934, as amended, and, in accordance therewith, we file reports, proxy
statements and other information with the Securities and Exchange Commission.
Reports, proxy statements and other information filed with the Commission can
be inspected and copied at the public reference facilities of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549. Copies of this material can
also be obtained at prescribed rates from the Public Reference Section of the
Commission at its principal office at 450 Fifth Street, N.W., Washington, D.C.
20549. The Commission also maintains a website on the Internet that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission at http://www.sec.gov.
We have filed with the Commission a registration statement on Form S-8 under
the Securities Act of 1933, as amended, covering the Shares. This prospectus,
which comprises Part I of the registration statement, omits certain information
contained in the registration statement. For further information with respect
to us and the Shares offered by this prospectus, reference is made to the
entire registration statement, including the exhibits thereto. Statements in
this prospectus as to any document are not necessarily complete, and where any
such document is an exhibit to the registration statement or is incorporated by
reference herein, each such statement is qualified in all respects by the
provisions of the
1
Table of Contents
exhibit or other document to which reference is hereby made,
for a full statement of the provisions thereof. A copy of the registration
statement, with exhibits, may be obtained from the Commission's office in
Washington, D.C. (at the above address) upon payment of the fees prescribed by
the rules and regulations of the Commission, or examined there without charge
or at the Commission's website at http://www.sec.gov.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference into this Registration
Statement:
1.
Our Annual Report on Form 10-KSB for the year ended December 31, 2001, as
filed with the Securities and Exchange Commission (the "Commission");
2.
Our Quarterly Report on Form 10-QSB for the period ended March 31, 2002,
as filed with the Commission.
3.
Our Current Report on Form 8-K dated March 6, 2002, as filed with the
Commission.
In addition, all documents filed by us pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
after the date hereof and prior to the filing of a post-effective amendment
which indicates that all securities registered hereby have been sold or which
deregisters 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 of such documents with the Commission.
Any statement contained in a document 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 a subsequently filed
document 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 part of this Registration
Statement.
THE COMPANY
We are a provider of discount long distance telephone service and are
headquartered in Marbella, Spain. We market our services primarily to a broad
base of customers that includes small to medium enterprises and larger
corporations, governmental entities, educational institutions, and residential
consumers. We have been created with the mission of becoming the leading
alternative operator in the Spanish telecommunications market.
Our executive offices are located at Jardines del Puerto, Local 21, Av. Jose
Banus, S/N, Marbella, Spain 29660 and our offices in the United States are
located at 1061 North Venetian Drive, Miami, Florida 33139. Our telephone
number in the United States is (305) 586-3937.
2
Table of Contents
RISKS OF INVESTING SPANTEL SHARES
Costs of Conducting Business
We will be required to incur substantial costs for purchasing new equipment,
increasing marketing operations and related costs. A substantial portion of
those costs must be paid whether or not any of our telephone and communication
services prove to be commercially successful on a broad scale. The ability to
generate a profit depends, among other factors, on the amount of equipment
acquisition costs incurred, the amount of revenues from the sale of our
services and other products, and our operating costs.
Competition
The telecommunication business is highly competitive. Companies in the industry
have substantially greater financial, marketing, and technical resources than
us. Further, the entry into this industry does not necessarily require a large
capital expenditure and, accordingly, it can be expected that additional
competitors may enter the industry in the future. It may be particularly
difficult for a relatively small independent company to compete with larger
companies, which have significantly greater resources. There can be no
assurance that we will be able to successfully compete in such an environment.
Technological Change
We expect that many new technologies and products will be introduced in the
telecommunication industry over the next several years. Our success will
depend, among other things, on our ability to develop and maintain a
competitive position technologically. There can be no assurance that we will
have access to subsequently developed technology by other entities.
Technological advances by a competitor may result in our present or future
products becoming noncompetitive or obsolete. We cannot be assured that
competitors will not develop functionally similar or superior services and
products, which event could have an adverse effect on our business.
Fluctuations in Operating Results
Our revenues and results of operations may vary significantly in the future.
Our revenues and results of operations are difficult to forecast and could be
adversely affected by many factors, some of which are outside our control,
including, among others, the expected relatively long sales and implementation
cycles for our services and products; the size and timing of individual license
transactions and joint venture arrangements; seasonality of revenues; changes
in our operating expenses; changes in the mix of products and services sold;
timing of introduction or enhancement of our products or competitors; market
acceptance of new products; changes in technology; personnel changes and
difficulties in attracting and retaining qualified sales, marketing, technical
and consulting personnel; changes in customers' budgeting cycles; quality
control of products sold; and economic conditions generally and in Spain in
particular and in specific industry segments, particularly the communications
industry.
3
Table of Contents
There can be no assurance that our products will achieve broad market
acceptance or that we will be successful in marketing our services and products
or enhancements thereto. In the event that our current or future competitors
release new products that have more advanced features, offer better
performance, or are more price competitive than our services and products,
demand for our products would decline. A decline in demand for, or market
acceptance of, our services and other products as a result of competition,
technological change, or other factors would have material adverse effects on
our business, financial condition, and results of operations.
Raw Materials
The basic raw materials and components for the telecommunication services and
other products being developed by us are readily available. We do not expect to
experience any significant delays in obtaining timely delivery of our
telecommunication equipment and components.
Seasonality
We expect to experience seasonal variations in revenues and operating costs
because sales activity for our services and products may increase in the summer
and winter seasons which is expected to cause our operations to increase during
such periods.
Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risks, which arise during the normal course of
business from changes in foreign exchange rates and interest rates. A
discussion of the primary market risks associated with our foreign currency
transactions, available-for-sale securities, and long-term debt exposure is
presented below.
Foreign Exchange Risk
We conduct our operations primarily in Spain, and other countries around the
world with a number of different currencies. There is exposure to future
earnings when foreign exchange rates change and certain receivables, payables
and inter-company transactions are denominated in foreign currencies. We
monitor our exposure to foreign currencies through our regular operating
activities and have not historically used derivatives to hedge foreign exchange
risk.
Our exposure to exchange rate fluctuations primarily arises from outsourcing
services and assignment agreements, which are denominated in Euros, as well as
operating costs associated with such agreements. The euro-denominated gross
profit offset by other euro-denominated operating costs generally results in a
natural hedge. However, timing of settlement of euro-denominated accounts
receivables and payables subjects us to exchange rate risk on settlement of the
receivables and payables.
As of December 31, 2001, we were primarily exposed to the following currencies:
the Euro.
4
Table of Contents
Euro Conversion. On January 1, 1999, 11 of the 15 member countries of the
European Union introduced a new currency, the "Euro". The conversion rates
between the Euro and the participating nations' existing legacy currencies were
fixed irrevocably as of December 31, 1998. Prior to full implementation of the
new currency on January 1, 2002, there was a transition period during which
parties may, at their discretion, use either the legacy currencies or the Euro
for financial transactions.
We are not aware of any material operational issues or costs associated with
preparing internal systems for the Euro. While it is not possible to accurately
predict the impact the Euro will have on the our business or on the economy in
general, management does not anticipate that the Euro conversion will have a
material adverse impact on the our market risk with respect to foreign
exchange, our results of operations, or our financial condition.
FORWARD-LOOKING STATEMENTS
When used in this document, the words "anticipated," "estimate," "expect" and
other similar expressions are intended to identify forward-looking statements.
Such statements are subject to certain risks, uncertainties and assumptions
including the possibility that we will fail to generate projected revenues.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those anticipated, estimated or projected.
ITEM 4. DESCRIPTION OF SECURITIES.
As of March 31, 2002, we had authorized 100,000,000 shares of par value $0.001
common stock, with 17,693,636 shares issued and outstanding.
Common Stock
The holders of our Common Stock are entitled to one vote for each share held of
record on all matters to be voted on by stockholders. There is no cumulative
voting with respect to the election of directors, with the result that the
holders of more than 50% of the shares voted for the election of directors can
elect all of the directors. The holders of our Common Stock are entitled to
receive dividends when, as and if declared by our board of directors out of
funds legally available therefor. In the event of our liquidation, dissolution
or winding up, the holders of our Common Stock are entitled to share ratably in
all assets remaining available for distribution to them after payment of
liabilities and after provision has been made for each class of stock, if any,
having preference over the Common Stock. Holders of shares of our Common Stock,
as such, have no conversion, preemptive or other subscription rights, and there
are no redemption provisions applicable to Common Stock. All of the outstanding
shares of Common Stock are, and the shares of Common Stock offered hereby, will be duly
authorized, validly issued, fully paid and non-assessable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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Pursuant to the terms of the Legal Services Agreement, we have issued Neil S.
Baritz 50,000 shares of our common stock. Mr. Baritz is a member of Dreier &
Baritz, LLP. Such firm also provides legal services to us.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
We have authority under the Florida Law to indemnify our directors and officers
to the extent provided for in such law. Our bylaws provide that we may insure,
shall indemnify and shall advance expenses on behalf of its officers and
directors to the fullest extent not prohibited by law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable
ITEM 8. EXHIBITS
5.1
Opinion of Dreier & Baritz, LLP
10.1
Services Agreement with Gregory L. Paige
10.2
Legal Services Agreement with Neil S. Baritz
23.1
Consent of Dreier & Baritz, LLP (contained in its opinion filed as Exhibit 5.1 to this Registration Statement)
23.2
Consent of Spicer, Jeffries & Co.
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ITEM 9. UNDERTAKINGS
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:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(b) 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.
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 a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement; and
(c) 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 (1)(a) and (1)(b) shall not apply if
the information required to be included in a post-effective amendment by those
paragraphs is 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 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 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.
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 (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.
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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Madrid, Spain on this 19th day of July 2002.
SPANTEL COMMUNICATIONS,
INC.
By:
/s/ JOSE RAMON BASTERRA
JOSE RAMON BASTERRA,
Managing 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
date indicated.
Signature
Title
Date
/s/ MOHAMMED KHASHOGGI
MOHAMMED KHASHOGGI
President and Director
July 19, 2002
/s/ JOSE RAMON BASTERRA
JOSE RAMON BASTERRA
Managing Director
July 19, 2002
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EXHIBIT INDEX
EXHIBIT
DESCRIPTION
5.1
Opinion of Dreier & Baritz, LLP
10.1
Consulting Agreement with Gregory L. Paige
10.2
Legal Services Agreement with Neil S. Baritz
23.1
Consent of Dreier & Baritz, LLP (contained in its opinion filed as Exhibit 5.1 to this Registration Statement)
23.2
Consent of Spicer, Jeffries & Co.
9