<PAGE>
As filed with the Securities and Exchange Commission on November 27, 1996
Registration No. 333-11247
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
AMENDMENT NO. 8
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
PROSOFT I-NET SOLUTIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)
7100 KNOTT AVENUE
BUENA PARK, CALIFORNIA 90620
(714) 562-8282
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Executive Offices)
NEVADA 8243 87-0448639
(State or Other Jurisdiction (Primary Standard (I.R.S. Employer
of Incorporation Industrial Classification Identification No.)
or Organization) Code Number)
KEITH D. FREADHOFF
CHIEF EXECUTIVE OFFICER
PROSOFT I-NET SOLUTIONS, INC.
7100 KNOTT AVENUE
BUENA PARK, CALIFORNIA 90620
(714) 562-8282
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
____________________
COPY TO:
WILLIAM L. TWOMEY
HEWITT & MCGUIRE, LLP
19900 MACARTHUR BOULEVARD, SUITE 1050
IRVINE, CALIFORNIA 92612
____________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the Registration Statement becomes effective.
____________________
If only the 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, 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. [_]
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 BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses in connection with the
sale and distribution of the securities being registered. All of the amounts
shown are estimates, except the Securities and Exchange Commission registration
and NASDAQ filing fees.
<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission registration fee... $ 22,193
NASDAQ listing fee.................................... $ 10,000
Accounting fees and expenses.......................... $ 50,000
Printing and engraving expenses....................... $ 7,500
Transfer agent and registrar (fees and expenses)...... $ 1,250
Blue sky fees and expenses (including counsel fees)... $ 5,000
Other legal fees and legal expenses................... $ 75,000
Miscellaneous expenses................................ $ 4,057
--------
Total............................................ $175,000
</TABLE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Nevada Private Corporation Law ("NPCL") provides that a corporation may
indemnify any person who was or is a party or is threatened to be made a party,
by reason of the fact that such person was an officer or director of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, to (x) any action or suit by or in the right
of the corporation against expenses, including amounts paid in settlement and
attorneys' fees, actually and reasonably incurred, in connection with the
defense or settlement believed to be in, or not opposed to, the best interests
of the corporation, except that indemnification may not be made for any claim,
issue or matter as to which such a person has been adjudged by a court of
competent jurisdiction to be liable to the corporation or for amounts paid in
settlement to the corporation and (y) any other action or suit or proceeding
against expenses, including attorneys' fees, judgments, fines and amounts paid
in settlement, actually and reasonably incurred, if he or she acted in good
faith and in a manner which he or she reasonably believed to be in, or not
opposed to, reasonable cause to believe his or her conduct was unlawful. To the
extent that a director, officer, employee or agent has been "successful on the
merits or otherwise" the corporation must indemnify such person. The articles
of incorporation or bylaws may provide that the expenses of officers and
directors incurred in defending
II-1
<PAGE>
any such action must be paid as incurred and in advance of the final disposition
of such action. The NPCL also permits the corporation to purchase and maintain
insurance on behalf of the corporation's directors and officers against any
liability arising out of their status as such, whether or not the corporation
would have the power to indemnify him against such liability. These provisions
may be sufficiently broad to indemnify such persons for liabilities arising
under the Securities Act.
The Company's Restated Articles of Incorporation provide that the Company
shall indemnify any director or officer of the Company in connection with
certain actions, suits or proceedings, against expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement actually and reasonably
incurred. The Company is also required to pay any expenses incurred by a
director or officer in defending the Company or its stockholders for damages for
breach of fiduciary duty as a director or officer, provided that such a
provision must not eliminate or limit the liability of a director or officer
for: (a) acts or omissions which involve intentional misconduct, fraud or a
knowing violation of law; or (b) the payment of illegal distributions. The
Company's Restated Articles of Incorporation include a provision eliminating the
personal liability of directors for breach of fiduciary duty except that such
provision will not eliminate or limit any liability which may not be so
eliminated or limited under applicable law.
The Company's Bylaws generally require the Company to indemnify, as well as
to advance expenses, to its directors and its officers to the fullest extent
permitted by Nevada Law upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it should be ultimately determined
that they are not entitled to indemnification by the Company. The Company has
also entered into indemnification agreements with its directors and officers
which similarly provide for the indemnification and advancement of expenses by
the Company.
The Company maintains liability insurance for its directors and officers
covering, subject to certain exceptions, any actual or alleged negligent act,
error, omission, misstatement, misleading statement, neglect or breach of duty
by such directors or officers, individually or collectively, in the discharge of
their duties in their capacity as directors or officers of the Company.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
The following securities of the Company have been sold by the Company
during the past three years without registration under the Securities Act of
1933, as amended (the "Act").
(a) In February 1995, the Company issued 100,000 shares for $1,500 in cash
to Kelly Trimble. No commissions were paid in connection with this issuance. The
Company believes the foregoing sale was exempt from the registration
requirements of the Act in reliance on the exemption contained in Section 4(2)
of the Act.
(b) In March 1996, the Company entered into the Reorganization Agreement
with Old ProSoft and the Old ProSoft stockholders. Under the terms of the
Reorganization Agreement, Old ProSoft stockholders received one share of Common
Stock of the Company in exchange for each of their shares of Old ProSoft, and
Old ProSoft became a wholly-owned subsidiary of the Company. An aggregate of
4,726,250 shares were issued to the 76 Old ProSoft stockholders in the
Reorganization and the Old ProSoft stockholders ended up owning approximately
90% of the Company immediately
II-2
<PAGE>
after the Reorganization. No commissions were paid in connection with such
issuance. The Company believes that the issuance of Common Stock to the Old
ProSoft stockholders was exempt from the registration requirements of the Act in
reliance on the exemption contained in Section 4(2) of the Act.
(c) In March 1996, the Company issued 25,000 shares to Kelly Trimble in
consideration for consulting services rendered in connection with the
Reorganization and valued at $25,000. The Company believes the foregoing
issuance was exempt from the registration requirements of the Act in reliance on
the exemption contained in Section 4(2) of the Act.
(d) In April and May of 1996, the Company issued and sold 430,462 shares of
Common Stock at $3.50 per share and warrants to purchase 143,473 shares of
Common Stock at $5.00 per share to 30 investors in a private offering (the
"$3.50 Private Placement"). This offering was made on a private basis only to
persons who were "accredited investors" as defined in Securities Act Rule
501(a). No commissions were paid in connection with the $3.50 Private
Placement. The Company believes the foregoing sales were exempt from the
registration requirement of the Act in reliance on the exemption contained in
Section 4(2) of the Act and/or Regulation D promulgated thereunder.
(e) In connection with the $3.50 Private Placement, in April 1996 the
Company issued warrants to purchase an aggregate of 22,988 shares to Barry
Nussbaum and Bram Nager as payment of finders' fees. These warrants were at an
exercise price of $5.25 per share. The Company believes that the foregoing
issuances were exempt from the registration requirement of the Act in reliance
on the exemption contained in Section 4(2) of the Act.
(f) In June and July of 1996, an aggregate of 840,000 shares were issued to
27 stockholders of the Company upon exercise of warrants at $1.00 per share to
purchase Common Stock by those stockholders. The warrants were originally
acquired by the stockholders in a private placement by Old ProSoft and became
warrants to purchase Common Stock of the Company as part of the Reorganization.
Each of the individuals exercising warrants was an accredited investor. The
Company believes the foregoing sales were exempt from the registration
requirements of the Act in reliance on the exemption contained in Section 4(2)
of the Act.
(g) In June 1996, 50,000 shares of Common Stock were issued to a
stockholder of the Company upon exercise of a warrant at $1.00 per share which
was originally received by the stockholder in consideration for services
performed for Old ProSoft. The warrant became a warrant to purchase Common Stock
of the Company as part of the Reorganization. The Company believes the foregoing
issuance was exempt from the registration requirements of the Act in reliance on
the exemption contained in Section 4(2) of the Act.
(h) In June through August 1996, the Company issued an aggregate of 73,032
shares to 17 stockholders of the Company upon exercise of warrants at $5.00 per
share acquired in the $3.50 Private Placement. Each of the individuals
exercising warrants was an accredited investor. The Company believes the
foregoing sales were exempt from the registration requirements of the Act in
reliance on the exemption contained in Section 4(2) of the Act.
II-3
<PAGE>
(i) During April 1996 through October 1996, the Company, pursuant to its
1996 Stock Option Plan, issued options to purchase 746,250 shares of Common
Stock to certain of its employees and consultants, with exercise prices ranging
from $3.50 to $20.00 per share. None of these options has been exercised. The
Company believes the foregoing issuances were exempt from the registration
requirements of the Act in reliance on the exemption contained in Section 4(2)
of the Act and by virtue of Rule 701 promulgated under the Act.
(j) In July through August 1996, the Company issued and sold 727,000 shares
of Common Stock at $10.00 per share to 42 investors in a private offering (the
"$10.00 Private Placement"). This offering was made on a private basis only to
persons who were "accredited investors" as defined in Securities Act Rule
501(a). No commissions were paid in connection with the $10.00 Private
Placement. The Company believes the foregoing sales were exempt from the
registration requirement of the Act in reliance on the exemption contained in
Section 4(2) of the Act and/or Regulation D promulgated thereunder.
(k) In August 1996, the Company issued an option to purchase 50,000 shares
at $10.00 per share to J.R. Boothe & Associates, a consultant to the Company,
for financial public relations work. The Company believes that the foregoing
issuance was exempt from the registration requirement of the Act in reliance on
the exemption contained in Section 4(2) of the Act.
(l) In August 1996, the Company issued warrants to purchase an aggregate of
120,000 and 60,000 shares at $11.00 per share to David Mock and Andy Stallman,
respectively. These warrants were issued as consideration for ongoing
consultant services by these two individuals. The Company believes that the
foregoing issuance was exempt from the registration requirement of the Act in
reliance on the exemption contained in Section 4(2) of the Act.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Index of Exhibits
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibits
- ------- -------------------------------------------------------------------
<C> <S>
2 Agreement and Plan of Reorganization, dated March 26, 1996, between
the Company, Pro-Soft Development Corp. and the shareholders of Pro-
Soft Development Corp.**
3.1 Restated Articles of Incorporation of the Company, as amended**
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibits
- ------- -----------------------------------------------------------------
<C> <S>
3.2 Amended and Restated Bylaws of the Company**
4 Specimen Stock Certificate**
5 Opinion of Eric W. Richardson**
10.1 Pro-Soft Development Corp. 1996 Stock Option Plan**
10.2 ProSoft Development, Inc. 1996 Stock Option Plan**
10.3 Stock and Warrant Purchase Agreement, dated April 15, 1996, by
and among the Company, Donald L. Danks, Keith D. Freadhoff,
Douglas Hartman and various investors**
10.4 Form of Subscription Agreement, entered into in July and August
1996, between the Company and various investors**
10.5 Form of Registration and Lock-Up Agreement, dated September __,
1996, between the Company and certain of the Selling Stockholders**
10.6 Microsoft/Internet Contract Teaching Agreement dated as of April
29, 1996 by and between the Company and Merisel, Inc.**
10.7 Strategic Relationship Agreement dated as of June 25, 1996
between the Company and Innovus Corporation**
10.8 Lease dated September 29, 1995 between Douglas E. Hartman dba
Professional Development Institute and Steven R. Layton, as
Receiver**
10.9 Xerox Order Agreement dated September 26, 1995 between Professional
Development Institute and Xerox Corporation**
10.10 Term Lease Master Agreement dated as of April 19, 1996 between
Pro-Soft Development Corp. and IBM Credit Corporation**
10.11 Lease Agreement dated as of June 21, 1996 between Pro-Soft
Development Corp. and Sanwa Leasing Corporation**
10.12 Promissory Notes dated July 3, 1996 and July 31, 1996 made by
Keith Freadhoff in favor of the Company**
10.13 Form of Indemnification Agreement between the Company and its
Directors and Officers**
10.14 Licensing Agreement dated August 6, 1996 between Street
Technologies, Inc. and the Company**
11 Computation of Net Loss Per Share**
21 Subsidiaries of the Company**
23.1 Consent of Ernst & Young, LLP
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibits
- ------- -----------------------------------------------------------------
<C> <S>
23.2 Consent of Kelly & Co.
23.3 Consent of Eric W. Richardson (included in the opinion filed
as 5)**
24 Power of Attorney**
27 Financial Data Schedule**
- -------------------------
</TABLE>
* To be filed by amendment.
** Previously filed.
II-6
<PAGE>
ITEM 17. 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:
(i) To include any Prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events arising after
the effective date of 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) (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; 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 of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the Offering of such securities 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.
Insofar as indemnification for liabilities arising from the Securities Act
of 1933 (the "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 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.
II-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 8 to Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Buena
Park, State of California on the 27th day of November, 1996.
PROSOFT I-NET SOLUTIONS, INC.
By: /s/ Keith D. Freadhoff
----------------------
Keith D. Freadhoff,
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 8 to Registration Statement has been signed below by the following persons
on behalf of the Company in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
- ----------------------------- ---------------------------- -----------------
<S> <C> <C>
/s/ Keith D. Freadhoff* Chief Executive Officer and November 27, 1996
- ----------------------------- Chairman of the Board
Keith D. Freadhoff (Principal Executive Officer)
/s/ Donald L. Danks* President and Director November 27, 1996
- -----------------------------
Donald L. Danks
/s/ Brooks A. Corbin* Chief Financial Officer November 27, 1996
- ----------------------------- (Principal Financial and
Brooks A. Corbin Accounting Officer)
/s/ William E. Richardson* Director November 27, 1996
- -----------------------------
William E. Richardson
*By /s/ Eric W. Richardson November 27, 1996
- -----------------------------
Eric W. Richardson
Attorney-in-Fact
</TABLE>
II-8
<PAGE>
EXHIBIT 23.1
Consent of Ernst & Young LPP, Independent Auditors
We consent to the reference to our firm under the captions "Selected Financial
Data" and "Experts" and to the use of our report dated August 28, 1996, in
Amendment No. 8 to the Registration Statement (Form S-1) and related Prospectus
of Prosoft I-Net Solutions, Inc. for the registration of 3,387,291 shares of its
common stock.
ERNST & YOUNG LLP
Orange County, California
November 27, 1996
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITOR'S CONSENT
We consent to the use in this Registration Statement relating to 3,387,291
shares of common stock of Prosoft I-Net Solutions, Inc. on Amendment No. 8 to
Form S-1 of our report dated March 8, 1996, appearing in the Prospectus, which
is part of this Registration Statement.
We also consent to the reference to us under the headings "Selected Financial
Data" and "Experts" in such Prospectus.
KELLY & COMPANY
Newport Beach, California
November 27, 1996
