<PAGE> 1
As filed with the Securities and Exchange Commission on December 4, 1995
Registration No. 33-75862
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Phoenix Information Systems Corp.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 13-3337797
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(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
100 Second Avenue South, Suite 1100, St. Petersburg, Florida 33701
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(Address of Principal Executive Offices) (Zip Code)
</TABLE>
Consulting and Services Compensation Agreement
- --------------------------------------------------------------------------------
(Full title of the plan)
Robert P. Gordon, 100 Second Avenue South, Suite 1100, St. Petersburg,
Florida 33701
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(Name and address of agent for service)
(813) 894-8021
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered per share price registration fee
</TABLE>
Not Applicable
<PAGE> 2
DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated into this post-effective
amendment by reference and made a part hereof:
(i) Contents of the Company's Initial Registration Statement
on Form S-8, SEC File No. 33-75862, filed with the Securities and
Exchange Commission on March 1, 1994; (ii) contents of the Company's
Registration Statement on Form 8-A, filed with the Securities and
Exchange Commission on August 2, 1995, SEC File No. 0-26532; (iii)
the Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1995, and the consolidated financial statements and
schedules of the Company included therein, audited by Coopers &
Lybrand, L.L.P., Certified Public Accountants, as set forth in their
report with respect thereto; and (iv) the Company's Quarterly Reports
on Form 10-Q for the quarters ended June 30, 1995 and September 30,
1995.
All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this post-effective amendment and prior to the filing of any other
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated in this post-effective amendment by reference and
to be a part hereof from the date of filing of such documents.
Any statement contained in the Initial Registration Statement, in a
supplement to the Initial Registration Statement or in a document incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of the Initial Registration Statement and this post-effective amendment to the
extent that a statement contained herein or in any subsequently filed
supplement to the Initial Registration Statement or in any document that is
subsequently incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of the Initial Registration
Statement and this post-effective amendment.
EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
4.1 Registration Statement of the Registrant on Form 8-A (filed on August 2, 1995, File No. 0-26532, and
incorporated herein by reference)
5.1 Opinion of Counsel, Futro & Associates, P.C. (not required with respect to reoffered securities)
10.1 Consulting Services and Compensation Agreement, as may be amended from time to time (filed with the
Registrant's Initial Registration Statement on Form S-8, filed on March 1, 1994, File No. 33-75862, and
incorporated herein by reference)
24.1 Consent of Coopers & Lybrand, L.L.P., Certified Public Accountants
24.2 Consent of Counsel, Futro & Associates, P.C.
</TABLE>
REOFFER PROSPECTUS PREPARED IN ACCORDANCE WITH THE
REQUIREMENTS OF PART I OF FORM S-3
(BEGINS NEXT PAGE)
(ii)
<PAGE> 3
PHOENIX INFORMATION SYSTEMS CORP.
UP TO 3,096,899 SHARES
COMMON STOCK, $.01 PAR VALUE
All of the shares of Common Stock offered hereby are being sold by the
Selling Security Holders, each of whom are deemed to be affiliates of the
Company. The shares of Common Stock being registered hereunder for reoffer
and resale are defined as control securities and may be reoffered and
resold on a continuous or delayed basis in the future. See "Selling
Security Holders." The Company will not receive any of the proceeds from
the sale of shares by the Selling Security Holders. The Common Stock has
been registered with the Securities and Exchange Commission pursuant to
Section 12(g) of the Securities Exchange Act of 1934, and is traded on the
Electronic Bulletin Board of the National Association of Securities
Dealers, Inc. under the trading symbol "PHXS." On November 30, 1995, the
closing bid and asked price was $3.875 and $4.00 per share.
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE
CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SECURITIES OFFERED HEREBY.
________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS DECEMBER 4, 1995.
1
<PAGE> 4
AVAILABLE INFORMATION AND CERTAIN DEFINITIONS
The Company is a reporting company subject to the informational
requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and,
in accordance therewith, files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Reports, proxy
and information statements and other information filed by the Company can be
inspected and copied at the public reference facilities, maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of such
materials can be obtained from the Public Reference Section of the Commission
at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates.
The Company has filed with the Securities and Exchange Commission, 450
5th Street, N.W., Washington, D.C. 20549, a registration statement on Form S-8
(herein, together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act of 1933, as amended, regarding the shares
of the Company offered. This Prospectus, filed as part of the Registration
Statement, omits certain information regarding the Company and the securities
offered. Reference is made to the Registration Statement and the Exhibits
filed therewith, which may be obtained from the principal office of the
Securities and Exchange Commission at 450 Fifth Street N.W., Judiciary Plaza,
Washington, D.C. 20549 upon request and payment of the prescribed fee.
All references herein to the "Company" include Phoenix Information
Systems Corp. and its subsidiaries: Phoenix Systems Group, Inc., Phoenix
Systems Ltd., Hainan Phoenix Information Systems, Ltd., and American
International Travel Agency, Inc.
DISCLOSURE OF COMMISSION POSITION
ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the small business issuer pursuant to the foregoing
provisions, or otherwise, the small business issuer 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 small business issuer of expenses incurred or
paid by a director, officer or controlling person of the small business issuer
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 small business issuer 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 governed by
the final adjudication of such issue.
ENFORCEABILITY OF CIVIL LIABILITIES
UNDER UNITED STATES SECURITIES LAWS
Certain of the Company's subsidiaries' directors, officers, and
controlling persons reside outside the United States, and all or a substantial
portion of their assets are located outside the United States. As a result, it
may not be possible for investors to effect service of process within the
United States upon these persons or to enforce against them judgments of courts
of the United States predicated upon civil liabilities under the United States
federal securities laws or state securities laws. The Company has been advised
that there is doubt as to the enforceability against such persons, whether in
original actions or in actions for enforcement of Judgments of United States
courts, of civil liabilities predicated solely upon the United States federal
securities laws or state securities laws.
2
<PAGE> 5
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated into this prospectus by
reference and made a part hereof:
(i) Contents of the Company's Initial Registration Statement
on Form S-8, SEC File No. 33-75862, filed with the Securities and
Exchange Commission on March 1, 1994; (ii) contents of the Company's
Registration Statement on Form 8-A, filed with the Securities and
Exchange Commission on August 2, 1995, SEC File No. 0-26532; (iii)
the Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1995, and the consolidated financial statements and
schedules of the Company included therein, audited by Coopers &
Lybrand, L.L.P., Certified Public Accountants, as set forth in their
report with respect thereto; and (iv) the Company's Quarterly Reports
on Form 10-Q for the quarters ended June 30, 1995 and September 30,
1995.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Prospectus and prior to the termination of the offering shall be deemed
to be incorporate by reference into this Prospectus and to be a part hereof
from the date of filing of such documents. Any statement contained herein or
in a document incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any subsequently filed document which is or is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of such person, a copy of any and all of the documents
incorporated by reference herein (other than exhibits and schedules to such
documents, unless such exhibits or schedules are specifically incorporated by
reference in such documents). Requests should be directed to Phoenix
Information Systems Corp., Shareholder Relations Department, 100 Second Avenue
South, Suite 1100, St. Petersburg, Florida 33701, and at (813) 894-8021.
TABLE OF CONTENTS
<TABLE>
<S> <C>
AVAILABLE INFORMATION AND CERTAIN DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . 2
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION . . . . . . . . . . . . . . . . . . . 2
ENFORCEABILITY OF CIVIL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . . . . . . . . . . . . . . . 3
PROSPECTUS SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SELLING SECURITY HOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
INTERESTS OF NAMED EXPERTS AND COUNSEL . . . . . . . . . . . . . . . . . . . . . . . . . . 9
</TABLE>
3
<PAGE> 6
PROSPECTUS SUMMARY
The following summary information should be read in conjunction with,
and is qualified in its entirety by, the detailed information and financial
statements and related notes thereto appearing either elsewhere in this
Prospectus or included in the Annual Report on Form 10-K and subsequent
Quarterly Reports on Form 10-Q, which are incorporated herein by reference.
Unless otherwise indicated, all references in this Prospectus to the "Company"
refer to Phoenix Information Systems Corp. and its subsidiaries: Phoenix
Systems Group, Inc. (wholly-owned since March 27, 1995), Phoenix Systems Ltd.
(wholly-owned since November 11, 1993), Hainan Phoenix Information Systems,
Ltd. (70% owned since November 22, 1993), and American International Travel
Agency, Inc. (wholly-owned since September 15, 1994).
THE COMPANY
Phoenix Information Systems Corp. ("PISC") was incorporated in
Delaware on April 4, 1986. PISC is a development-stage information processing,
marketing and sales company that has developed an integrated airline and hotel
travel reservation system. PISC has installed and plans to be the first
company to operate an advanced computerized reservation system ("CRS") for the
domestic airlines, hotels and travel agencies in the People's Republic of China
("China"). PISC plans to provide state-of-the-art, travel- related information
services to China through its joint venture with China Hainan Airlines ("Hainan
Airlines"), named Hainan Phoenix Information Systems, Ltd. ("Hainan-Phoenix").
The Company owns 70% of Hainan-Phoenix through its wholly-owned subsidiary,
Phoenix Systems Ltd., a Bermuda Corporation. PISC has not generated any
significant revenues, earnings or history of operations from inception to the
date of this Prospectus. Consequently, PISC's continued existence has
depended, and continues to depend, upon its ability to raise capital.
Phoenix Systems Group, Inc. ("PSG") was incorporated on June 25, 1987
under the laws of the State of Delaware and commenced development-stage
operations on April 1, 1989 to become involved in the growth of both business
and leisure travel to China and to participate in the emerging developments of
associated travel infrastructure within China, including transportation,
lodging, funds transfer, and data communications.
Phoenix Systems Ltd. ("PSL"), a Bermuda corporation and wholly-owned
subsidiary of the Company, was formed in 1993 to establish foreign computerized
reservation systems ("CRS") joint ventures. PSL formed its first CRS joint
venture company with Hainan Airlines . The Company expects to enter into
additional joint venture opportunities in China and other countries. PSL has
the responsibility, outside of China, to market all the Company's products,
including the exclusive marketing rights to market the Chinese airline seats
and hotel rooms.
American International Travel Agency, Inc. ("American") was
incorporated in 1977 in the State of Florida to provide retail leisure travel
services, but has expanded its customer base to include commercial travel
services. On September 15, 1994, PISC consummated the acquisition of all the
capital stock of American in exchange for 25,000 shares of common stock in
PISC.
THE OFFERING
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Common Stock offered by the Selling Security Holders 3,096,899
Shares of Common Stock Outstanding
Before the Offering 42,642,398
After the Offering 42,642,398
Use of Proceeds The Company will not receive any proceeds from the sale of
shares by the Selling Security Holders
Electronic Bulletin Board Symbol PHXS
</TABLE>
4
<PAGE> 7
DESCRIPTION OF SECURITIES TO BE REGISTERED
The Registrant's Common Stock was registered with the Securities and
Exchange Commission on August 2, 1995, pursuant to Section 12(g) of the
Securities Exchange Act of 1934 on Form 8-A, SEC File No. 0-26532, and the
securities to be registered hereunder for reoffer and resale by the Selling
Security Holders are of the same class. The Selling Security Holders acquired
the shares of Common Stock pursuant to Registrant's employee's and consultant's
benefit plan, entitled "Consulting and Services Compensation Agreement," as may
be amended from time to time (the "Plan"). The shares to be issued pursuant to
the Plan and the shares underlying any grant of option thereunder have been
registered with the Securities and Exchange Commission under its initial
registration statement on Form S-8, SEC File No. 33-75862, of which this
prospectus is a part.
5
<PAGE> 8
RISK FACTORS
The Company's securities involves a high degree of risk, including,
but not limited to, the factors described below. An investment in the
Company's securities should be made only by persons who can afford a loss of
their entire investment. Investors should consider carefully the following
risk factors inherent in and affecting the business of the Company.
1. DEVELOPMENT STAGE COMPANY. The Company was organized under the
laws of the State of Delaware on April 4, 1986. On March 4, 1991, the Company
entered into an agreement to acquire approximately 98% of PSG pursuant to a
Plan of Reorganization in exchange for an amount representing 90% of the
Company's outstanding Common Stock. PSG was incorporated under the laws of the
State of Delaware on June 25, 1987 and commenced development stage operations
on April 1, 1989.
Since inception, the Company has been engaged principally in
negotiating various agreements with respect to its proposed business operations
and attempting to obtain financing to support its operations. The likelihood
of success of the Company must be considered in light of the risks, costs,
difficulties and delays frequently encountered in establishing new businesses
and developing new products and/or services, particularly such types of
activities within China. There could be no assurance that the Company's
business will prove to be commercially feasible, successful or profitable.
2. HISTORY OF OPERATING LOSSES; WORKING CAPITAL DEFICIT; FINANCIAL
INSTABILITY. During the years ended March 31, 1995, 1994, 1993, 1992 and 1991,
the Company sustained net losses of $4,841,824, $2,567,932, $1,640,852,
$549,095, and $167,007, respectively. These losses are expected to continue
for the fiscal year ending March 31, 1996 and for a presently undetermined
time.
The Company has had limited revenues, no operations, and no operating
history. The Company's independent certified public accountants have included
an explanatory paragraph in their reports on the Company's financial statements
stating that various factors affecting the Company's operations raise
substantial doubt as to the Company's ability to continue as a going concern.
There can be no assurance that the Company will be able to continue as a going
concern or achieve material revenues or profitable operations.
3. SEC INVESTIGATION CONCLUDED. On September 30, 1994, the
Securities and Exchange Commission ("SEC") issued an Order Instituting
Proceedings Pursuant to Section 8A of the Securities Act of 1933 and Section
21C of the Securities Exchange Act of 1934, Making Findings and Imposing a
Cease and Desist Order against Harvest International of America, Inc., an
affiliate of the Company ("Harvest") and Robert P. Gordon. The findings and
remedial sanctions imposed by the Order were in accordance with Offers of
Settlement dated July 24, 1994, submitted by Harvest and Mr. Gordon, which the
SEC accepted. Without admitting or denying liability, Harvest and Mr. Gordon
consented to the cease and desist Order alleging violations of Section 17(a) of
the 1933 Act and Section 10(b) and Rule 10b-5 of the 1934 Act by reason of
alleged misrepresentations in 1990 and 1991 in connection with the offer and
sale of Harvest non-interest bearing promissory notes convertible into common
stock of the predecessors of Phoenix and PSG, and which common stock was to
have been issued and registered within 30 or 60 days from the dates of the
various notes.
4. NEGOTIATIONS WITH ADDITIONAL DOMESTIC AIRLINES IN CHINA AND
HOTELS. The Company is presently negotiating to install its Reservation
Systems with various additional hotels and domestic airlines located in China
and on Hainan Island besides those already under contract. No assurances can
be given that the Company will successfully conclude these negotiations by
executing definitive agreements, or, if successful, that such agreements will
be on terms satisfactory to the Company.
5. POLITICAL, ECONOMIC AND LEGAL UNCERTAINTIES OF CONDUCTING
BUSINESS IN THE PEOPLE'S REPUBLIC OF CHINA. The Company is subject to various
significant risks inherent in doing business in The People's Republic of China,
including political and economic instability and undetermined difficulty in
engaging in any type of litigation to enforce contractual rights and copyright
protection. In June 1989, uncertainties resulting from political instability
in China generally had a detrimental impact on foreign companies conducting
business in China and had the effect
6
<PAGE> 9
of delaying the Company's proposed operations and financing efforts. There can
be no assurance that similar events in the future, in China or elsewhere, will
not disrupt the Company's activities and have a material adverse effect on the
Company's operations. There can be no assurance at all that the Company will
be able to enforce its contractual rights or receive damages for their breach
or other justified remedies in China should the occasion arise.
The Company is also subject to various additional risks of doing
business in China and abroad, including, but not limited to, volatile
fluctuations in foreign currency, restrictions on transfer of funds, and risks
of non-acceptance in currency exchanges, all of which could have a significant
impact upon the Company's business.
6. TECHNOLOGICAL OBSOLESCENCE. The computer software field is
characterized by rapid technological developments and advances, particularly in
the travel industry. Although the Company believes that its reservation system
is expected to be technically and economically competitive and it is
anticipated that it will not become obsolete for the foreseeable future, it is
possible that intervening development of new technology and/or new systems
could render all or part of the Company's reservation system virtually obsolete
at any time.
7. COMPETITION. Hotel chains such as Sheraton and Hyatt have
computerized reservation systems pertaining to their own hotels, however,
management believes that they do not offer the complete land services which are
anticipated to be offered by the Company. International Air Carriers, such as
United, Northwest, Air China and Japan Airlines have computerized reservation
systems for international travel, however, they do not offer complete
reservation services for intra-China flights. No assurances can be given that
other better capitalized companies with greater resources and more experienced
personnel may not seek to compete directly with the Company's proposed
computerized reservation system.
Fundamental to installing any reservation system is access to a
communications link, and China's network capacity is believed by management to
be severely limited. The Joint Venture has successfully negotiated an
agreement to obtain access to ChinaPac, China's only state-of-the-art data
communications line. Management has been informed that it is difficult to
obtain access to ChinaPac. However, the Company cannot make representations
that a competitor could not gain access to ChinaPac, obtain contracts with
various Chinese domestic airlines, and enter into competition with the Company.
8. NO DIVIDENDS AND NONE ANTICIPATED. The payment by the Company
of cash dividends, if any, in the future rests within the discretion of its
Board of Directors and will depend, among other things, upon the Company's
earnings, its capital requirements and its financial condition, as well as
other relevant factors. The Company has not paid or declared any cash
dividends upon its Common Stock since its inception and by reason of its
present financial status and its contemplated future financial requirements
does not contemplate or anticipate making any cash distributions upon its
Common Stock in the foreseeable future.
9. FUTURE SALES OF COMMON STOCK BY MANAGEMENT AND OTHERS. The
Company has 42,642,398 shares issued and outstanding as of the date of this
Prospectus. In general, under Rule 144, a person who has satisfied a two-year
holding period may, under certain circumstances, sell within any three-month
period a number of shares which does not exceed the greater of one percent of
the then outstanding shares of Common Stock or the average weekly trading
volume in shares during the four calendar weeks immediately prior to such sale.
Rule 144 also permits under certain circumstances, the sale of shares without
any quantity or other limitation by a person who is not an affiliate of the
Company and who has satisfied a three-year holding period. Future sales of
such shares made under Rule 144 may have an adverse effect on the then
prevailing market price, if any, of the Common Stock and adversely affect the
Company's ability to obtain future financing in the capital markets as well as
create a potential market overhang. Pursuant to Rule 144, approximately
5,500,000 shares became eligible for sale under Rule 144 at various times
between March 1993 and January 1995, absent registration of such shares with
the Securities and Exchange Commission.
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SELLING SECURITY HOLDERS
The following table sets forth all persons eligible to resell and the
amounts of securities available to be resold, if known at the date of this
Prospectus, whether or not they have a present intent to do so. Reoffer and
resales of the following securities may be made on a continuous or delayed
basis in the future. The shares of Common Stock being registered hereunder for
reoffer and resale are defined as control securities and have been or will be
acquired by the Selling Security Holders, each of whom are deemed to be
affiliates of the Company, pursuant to the Registrant's Consulting and Services
Compensation Agreement.
<TABLE>
<CAPTION>
Relationship with Number of Shares Number of Shares Percentage of
Name and address of Registrant within beneficially owned which may be Shares beneficially
Selling Stockholder past three years before the offering offered for resale owned after offering
- ------------------- ---------------- ------------------- ------------------ --------------------
<S> <C> <C> <C> <C>
Robert P. Gordon (1) 4,294,419 (2) 1,500,000 (2) 9.6
100 Second Ave. South
St. Petersburg, FL 33701
Xenophon L. Sanders (3) 50,000 (4) 500,000 (4) *
100 Second Ave. South
St. Petersburg, FL 33701
Paul W. Henry (5) 275,000 (6) 220,000 (6) *
100 Second Ave. South
St. Petersburg, FL 33701
Persons unknown to (7) (7) 984,899 (7) (7)
Registrant
</TABLE>
__________________________
* Indicates less than 1%.
(1) Mr. Gordon has been an officer and director of the Registrant since March
1991. He has been Chairman and Chief Executive Officer of Harvest
International of America, Inc. ("HIA"), an affiliate of the Registrant
engaged in the development of global tourism and trade in China and the
United States since July 1989. In 1987, Mr. Gordon founded Phoenix
Systems Group, Inc. ("PSG"), a wholly-owned subsidiary of the
Registrant, and serves as its Chairman and Chief Executive Officer.
Since November 1992, he has been an executive officer, director and the
beneficial owner of Visitors Services, Inc. ("VSI"), an affiliate of the
Registrant engaged in the business of providing reservation sales and
automated reservations and informational services in support of the
special needs of convention and visitors bureaus. Since its inception in
1993, Mr. Gordon has served as Chairman of Phoenix Systems Ltd. ("PSL"),
a wholly-owned subsidiary of the Registrant. Additionally, he has served
as Vice Chairman of Hainan-Phoenix Information Systems Ltd. ("HPISL"), a
Chinese joint venture company which is 70% owned by PSL since its
formation in 1994.
(2) Mr. Gordon directly owns 177,052 shares of the Registrant's common stock.
172,222 of those shares were issued to Mr. Gordon pursuant to partial
exercise of options granted under the Registrant's Consulting and
Services Compensation Agreement and are thereby eligible for resale. Mr.
Gordon was granted a total of 1,500,000 options thereunder exercisable
until December 22, 1998. The shares underlying the options are being
registered hereunder for possible reoffer and resale, which may be made
on a continuing or delayed basis in the future. In addition, Mr. Gordon
indirectly owns (a) 3,403,263 shares of the Registrant's common stock as
the control shareholder of Harvest International of America, Inc., an
affiliate of the Registrant; and (b) 714,104 shares as the majority
shareholder of Visitors Services, Inc., an affiliate of the Registrant.
8
<PAGE> 11
(3) Mr. Sanders has been a director of the Registrant since January 1995 and
has been a director, President and Chief Operating Officer of PSG, since
August 1993. Since its formation in 1993, Mr. Sanders has served as a
director, President and Chief Operating Officer of PSL. Additionally,
Mr. Sanders has been a director of HPISL since its formation in 1994.
(4) Mr. Sanders directly owns 50,000 shares of the Registrant's common stock,
which were issued to Mr. Sanders pursuant to a partial exercise of
options granted under the Consulting and Services Compensation Agreement
and are thereby eligible for resale. In addition, Mr. Sanders was
granted a total of 500,000 options thereunder exercisable until August
16, 1998. The shares underlying the options are being registered
hereunder for possible reoffer and resale, which may be made on a
continuing or delayed basis in the future. Mr. Sanders has no indirect
ownership of the Company's common stock.
(5) Henry has been an officer and director of the Registrant since August 1,
1992. He has been a director and Secretary of HIA since July 1989.
Since October 2, 1992, Mr. Henry has been an officer and director of PSG.
In addition, Mr. Henry has been a director of HPISL since its formation
in 1994.
(6) Mr. Henry directly beneficially owns 275,000 shares of the Registrant's
common stock, both directly and indirectly. Pursuant to Mr. Henry's
Consulting Agreements with the Registrant, he has been granted a total of
220,000 options exercisable under the Registrant's Consulting and
Services Compensation Agreement until November 1, 1998. The shares
underlying the options are being registered hereunder for possible
reoffer and resale, which may be made on a continuing or delayed basis in
the future. At the date of this prospectus, Mr. Henry has not exercised
any of those options.
(7) As the names of the Selling Security Holders and the amounts of the
Shares to be reoffered become known, the Registrant will supplement this
Prospectus with such information.
PLAN OF DISTRIBUTION
All of the shares of Common Stock offered hereby are being sold by the
Selling Security Holders and may be offered through the selling efforts of
brokers or dealers unknown to the Registrant. Each of the Selling Security
Holders are deemed affiliates of the Company and are thereby subject to the
volume limitations imposed on affiliates and control securities by Rule 144 of
the Securities Act of 1933, as amended, and may further be subject to internal
restrictions or volume limitations on resale imposed on them by the Board of
Directors of the Registrant. In addition, the Selling Security Holders are
subject to the reporting requirements of Section 16(a) of the Securities
Exchange Act of 1934.
INTERESTS OF NAMED EXPERTS AND COUNSEL
The law firm of Futro & Associates, P.C. (the "Firm"), has acted as
special securities counsel to the Registrant and certain of the Selling
Security Holders, and has given its opinion as to the validity of the original
issuance of the securities registered with the Initial Registration Statement
hereunder, filed with the Securities and Exchange Commission on March 1, 1994,
which opinion appears at Exhibit 5.1 thereto. The Firm, or certain of its
employees, have been issued shares of Common Stock pursuant to the Registrant's
Consulting and Services Compensation Agreement (the "Plan") in lieu of payment
for past legal services and would be deemed to have a "substantial interest" in
excess of $50,000 in the Registrant as of the date of the opinion through the
date of effectiveness of the registration statement within the meaning of Rule
509 of Regulation S-K of the Securities Act of 1933, as amended. In addition,
the Firm was granted stock options under the Plan and, upon exercise, received
shares of Common Stock. Certain shares and the shares underlying the grant of
option issuable pursuant to the Plan were registered with the Initial
Registration Statement. The Firm, or certain of its employees, may, in the
future, receive shares of Common Stock in lieu of payment for legal services.
9
<PAGE> 12
NO PERSON IS AUTHORIZED BY THE COMPANY TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITY OTHER THAN THE SHARES OFFERED BY
THIS PROSPECTUS OR AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE
SHARES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF OR THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO ITS DATE.
10
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all 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 St. Petersburg, State of Florida, on December
1, 1995.
PHOENIX INFORMATION SYSTEMS CORP.
By: /s/ Robert P. Gordon
----------------------------------
Robert P. Gordon, Chairman,
President, CEO, Principal
Financial and Accounting Officer
Date: December 1, 1995
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.
By: /s/ Robert P. Gordon
----------------------------------
Robert P. Gordon, Chairman,
President, CEO, Principal
Financial and Accounting Officer,
Director
Date: December 1, 1995
By: /s/ Paul W. Henry
---------------------------------
Paul W. Henry, Secretary, Director
Date: December 1, 1995
By: /s/ Xenophon L. Sanders
---------------------------------
Xenophon L. Sanders, Director
Date: December 1, 1995
By: /s/ Robert J. Conrads
---------------------------------
Robert J. Conrads, Director
Date: December 1, 1995
<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DOCUMENT PAGE
<S> <C> <C>
4.1 Registration Statement of the Registrant on Form 8-A, filed on *
August 2, 1995, File No. 0-26532
Not required with
** 5.1 Opinion of Counsel, Futro & Associates, P.C. respect to reoffered
securities
10.1 Consulting and Services Compensation Agreement, as may be amended ***
from time to time
24.1 Consent of Coopers & Lybrand, L.L.P., Certified Public Accountants
24.2 Consent of Counsel, Futro & Associates, P.C.
</TABLE>
* Incorporated herein by reference.
** Opinion of Counsel with respect to the initial registration of the
securities to be reoffered hereby was filed with the Securities and
Exchange Commission under cover of Form S-8, SEC File No. 33-75862 (of
which this post-effective amendment is a part), and is incorporated by
reference.
*** Previously filed.
<PAGE> 1
(COOPERS & LYBRAND LOGO)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Phoenix Information Systems Corp. on Form S-8 (File No. 33-75862) of our report
dated June 29, 1995, on our audits of the consolidated financial statements of
Phoenix Information Systems Corp. and Subsidiaries as of March 31, 1995 and
1994 and for the years ended March 31, 1995, 1994 and 1993 and cumulative for
the period from inception of development stage activities, April 1, 1989,
through March 31, 1995, which report is included in the annual report on Form
10-K.
/s/ COOPERS & LYBRAND L.L.P.
Coopers & Lybrand L.L.P.
Tampa, Florida
November 28, 1995
<PAGE> 1
FUTRO & ASSOCIATES, P.C.
Attorneys and Counselors at Law
MCI TOWER
707 SEVENTEENTH STREET - 29TH FLOOR
DENVER, COLORADO 80202
TELEPHONE (303) 295-3360 FACSIMILE (303) 295-1563
CONSENT OF COUNSEL
We hereby consent to the incorporation by reference in the
Post-Effective Amendment No. 1 to the Registration Statement of Phoenix
Information Systems Corp. on Form S-8 of our opinion dated February 25, 1994,
which opinion is included in the Company's initial registration statement, SEC
File No. 33-75862, filed with the Securities and Exchange Commission on March
1, 1994.
FUTRO & ASSOCIATES, P.C.
By: /s/ Peter G. Futro
----------------------------------
Peter G. Futro
Denver, Colorado
December 1, 1995
