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As filed with the Securities and Exchange Commission on February 16, 1996
Registration No. ___________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Phoenix Information Systems Corp.
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(Exact name of registrant as specified in its charter)
Delaware 13-3337797
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
100 Second Avenue South, Suite 1100, St. Petersburg, Florida 33701
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(Address of Principal Executive Offices) (Zip Code)
Consulting and Services Compensation Agreement, as amended
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(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
<TABLE>
<CAPTION>
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 (1)
<S> <C> <C> <C> <C>
Common Stock, 5,000,000 $3.25 $16,250,000 $5,603.44
$.01 Par Value (2)
TOTALS 5,000,000 $16,250,000 $5,603.44
</TABLE>
(1) The fee with respect to these shares has been calculated pursuant to Rule
457 of Regulation C under the Securities Act of 1933, as amended, and
based upon the average of the bid and asked price per share of the
Registrant's common stock on a date within five (5) days prior to the date
of filing of this Registration Statement, as reported on the National
Association of Securities Dealers, Inc.'s Electronic Bulletin Board.
(2) To be issued, at the sole discretion of the Registrant, as Direct Shares,
or Shares underlying options granted to and to be granted, under the
Phoenix Information Systems Corp. Consulting and Services Compensation
Agreement, dated February 24, 1994, as amended.
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REGISTRATION OF ADDITIONAL SECURITIES
The Registrant currently has an effective registration statement filed
on Form S-8 relating to its employee benefit plan which registered securities of
the same class as those being registered herewith, File No. 33-75862, filed
with the Securities and Exchange Commission (the "Commission") on March 1,
1994. On December 4, 1995, the Registrant filed a reoffer prospectus covering
control securities by means of Post Effective Amendment No. 1 to the
aforementioned Form S-8. The Registrant incorporates by reference into this
registration statement covering additional securities of the same class, the
contents of its earlier initial registration statement on Form S-8 and the
contents of its Post Effective Amendment No. 1, which are made a part hereof.
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.
10.1 Consulting Services and Compensation Agreement, as amended (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)
23.1 Consent of Coopers & Lybrand, L.L.P., Certified Public Accountants
23.2 Consent of Counsel, Futro & Associates, P.C. (contained as a part of Exhibit 5.1 hereto)
</TABLE>
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all 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 February
16, 1996.
PHOENIX INFORMATION SYSTEMS CORP.
By: /s/ Robert P. Gordon
-------------------------------------
Robert P. Gordon, Chairman,
President, and CEO
Date: February 16, 1996
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, and CEO
Date: February 16, 1996
By: /s/ Leonard Ostfeld
-------------------------------------
Leonard Ostfeld, Principal Financial
Officer, Principal Accounting
Officer and Vice President
Date: February 16, 1996
By: /s/ Paul W. Henry
-------------------------------------
Paul W. Henry, Secretary, Director
Date: February 16, 1996
By: /s/ Xenophon L. Sanders
-------------------------------------
Xenophon L. Sanders, Director
Date: February 16, 1996
By: /s/ Robert J. Conrads
-------------------------------------
Robert J. Conrads, Director
Date: February 16, 1996
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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
5.1 Opinion of Counsel, Futro & Associates, P.C. 5
10.1 Consulting and Services Compensation Agreement, as amended *
23.1 Consent of Coopers & Lybrand, L.L.P., Certified Public Accountants 7
23.2 Consent of Counsel, Futro & Associates, P.C. (contained as a part 5
of Exhibit 5.1 hereto)
</TABLE>
* Incorporated herein by reference.
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EXHIBIT 5.1
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
February 13, 1996
U.S. Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Phoenix Information Systems Corp.
Form S-8 Registration Statement
Ladies and Gentlemen:
OPINION OF COUNSEL
We have acted as counsel to Phoenix Information Systems Corp. (the
"Company") in connection with the preparation and filing of a Registration
Statement on Form S-8 (the "Registration Statement") covering registration
under the Securities Act of 1933, as amended, of 5,000,000 shares of the
Company's common stock, $.01 par value per share (the "Shares"), pursuant to
the Phoenix Information Systems Corp., Consulting and Services Compensation
Agreement dated February 24, 1994, as amended (the "Plan"). As such, we have
examined the Registration Statement, the Company's Articles of Incorporation
and Bylaws, as amended, and minutes of meetings of its Board of Directors.
Based upon the foregoing, and assuming that the Shares will be issued
as set forth in the Plan and Registration Statement, at a time when effective,
and that the Company will fully comply with all applicable securities laws
involved under the Securities Act of 1933, as amended, the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated pursuant to
said Acts, and in those states or foreign jurisdictions in which the Shares may
be sold, we are of the opinion that, upon proper and legal issuance of the
Shares according the Registration Statement and receipt of the consideration to
be paid for the Shares, the Shares will be validly issued, fully paid and
nonassessable shares of Common Stock of the Company. This opinion does not
cover any matters related to any re-offer or re-sale of the Shares by any Plan
Beneficiaries, once properly and legally issued pursuant to the Plan as
described in the Registration Statement.
This opinion is not to be used, circulated, quoted or otherwise
referred to for any other purpose without our prior written consent. This
opinion is based on our knowledge of the law and facts as of the date hereof.
This opinion does not address or relate to any specific state securities laws.
We assume no duty to communicate with the Company in respect to any matter
which comes to our attention hereafter.
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FUTRO & ASSOCIATES, P.C.
Attorneys and Counselors at Law
U.S. Securities and Exchange Commission
February 13, 1996
Page 2
CONSENT
We consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the prospectus which
is made a part of the Registration Statement.
Sincerely,
FUTRO & ASSOCIATES, P.C.
/s/ Peter G. Futro
Peter G. Futro
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EXHIBIT 23.1
(COOPERS & LYBRAND LETTERHEAD)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Phoenix Information Systems Corp. on Form S-8 related to the Consulting and
Services Compensation Agreement, as amended, 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
February 9, 1996
