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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities and Exchange Act of 1934
(Amendment No. ________)
Phoenix Information Systems Corp.
---------------------------------
(Name of Issuer)
Common Stock
---------------------------------
(Title or Class of Securities)
719077 10 9
--------------------------------
(CUSIP Number)
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 8 pages
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CUSIP N. 719077 1- 9 13G Page 2 of 8 Pages
1. NAME OF REPORTING PERSON:
Robert P. Gordon
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: United States Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER: 7,136,830 (includes 27,052 shares owned
directly, and 7,109,778 options exercisable within 60 days
of 12/31/96)
6. SHARED VOTING POWER: -0-
7. SOLE DISPOSITIVE POWER: 7,136,830 (includes 27,052 shares
owned directly, and 7,109,778 options exercisable within 60
days of 12/31/96)
8. SHARED DISPOSITIVE POWER: -0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
7,136,830 (includes 27,052 shares owned directly, and 7,109,778
options exercisable within 60 days of 12/31/96)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 13.0% (see
response to Item 4)
12. TYPE OF REPORTING PERSON: IN
Page 2 of 8 Pages
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CUSIP No. 719077 10 9 13G Page 3 of 8 Pages
1. NAME OF REPORTING PERSON:
Harvest International of America, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 59-2958043
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware Corporation
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER: 3,262,090
6. SHARED VOTING POWER: -0-
7. SOLE DISPOSITIVE POWER: 3,262,090
8. SHARED DISPOSITIVE POWER: -0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 3,262,090
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 6.8% (see
response to Item 4)
12. TYPE OF REPORTING PERSON: CO
Page 3 of 8 pages
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CUSIP No. 719077 10 9 13G Page 4 of 8 Pages
1. NAME OF REPORTING PERSON
Visitors Services, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 65-0374809
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Florida Corporation
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER: 682,525
6. SHARED VOTING POWER: -0-
7. SOLE DISPOSITIVE POWER: 682,525
8. SHARED DISPOSITIVE POWER: -0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 682,525
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 1.4% (see
response to Item 4)
12. TYPE OF REPORTING PERSON: CO
Page 4 of 8 pages
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ITEM 1.
(a) Name of Issuer: Phoenix Information Systems Corp.
(b) Address of Issuer's Principal Executive Offices:
100 Second Avenue South, Suite 1100
St. Petersburg, Florida 33701
ITEM 2.
(a) Name of Persons Filing
(b) Address of Principal Business Office
(c) Citizenship
Robert P. Gordon
100 Second Avenue South, Suite 1100
St. Petersburg, Florida 33701
(United States Citizen)
Harvest International of America, Inc.
100 Second Avenue South, Suite 1100
St. Petersburg, Florida 33701
(Delaware Corporation)
Visitors Services, Inc.
100 Second Avenue South, 10th Floor
St. Petersburg, Florida 33701
(Florida Corporation)
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 719077 10 9
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(b), OR 13D-2(b),
CHECK WHETHER THE PERSON FILING IS A:
Not applicable.
ITEM 4. OWNERSHIP See Note (1) below.
---
ROBERT P. GORDON
(a) Amount beneficially owned: 7,136,830 (includes 27,052 shares
owned directly, and 7,109,778 options exercisable within 60
days of 12/31/96) See Note (2) below.
---
(b) Percent of class: 13.0%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 7,136,830
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(ii) Shared power to vote or to direct the vote: none.
(iii) Sole power to dispose or direct the disposition of:
7,136,830
(iv) Shared power to dispose or to direct the disposition
of: none.
HARVEST INTERNATIONAL OF AMERICA, INC.
(a) Amount beneficially owned: 3,262,090
(b) Percent of class: 6.8%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 3,262,090
(ii) Shared power to vote or to direct the vote: none.
(iii) Sole power to dispose or direct the disposition of:
3,262,090
(iv) Shared power to dispose or to direct the disposition
of: none.
VISITORS SERVICES, INC.
(a) Amount beneficially owned: 682,525
(b) Percent of class: 1.4%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 682,525
(ii) Shared power to vote or to direct the vote: none.
(iii) Sole power to dispose or direct the disposition of:
682,525
(iv) Shared power to dispose or to direct the disposition
of: none.
Notes
(1) The filing of this Schedule 13G shall not be construed as an admission
that the reporting person or any of its affiliates is, for the purposes of
Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the
beneficial owner of any securities covered by this Schedule 13G. In
addition, the filing of this Schedule 13G shall not be construed as an
admission that the reporting person or any of its affiliates is the
beneficial owner of any securities covered by this Schedule 13G for any
other purposes than Section 13(d) or 13(g) of the Securities Exchange Act
of 1934.
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(2) Assumes the exercise in full of 7,037,778 stock options granted to Mr.
Gordon, exercisable from 12/22/93 expiring on 12/22/98, and options
granted to Mr. Gordon for his director services, which 72,000 will have
vested and will be exercisable 60 days after December 31, 1995.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
Various persons other than as described in Item 4 have the right to
receive or the power to direct the receipt of dividends, if any, from, or the
proceeds from the sale of, the Common Stock of Phoenix Information Systems
Corp.
This Schedule 13G is being filed by Robert P. Gordon, Harvest
International of America, Inc. ("HIA"), an affiliate of Phoenix Information
Systems Corp. (the "Issuer"), and Visitors Services, Inc. ("VSI"), an affiliate
of the Issuer. Mr. Gordon controls both HIA and VSI by virtue of his
beneficial ownership of a majority of HIA's voting stock and a majority of the
voting stock of Visitors Services International Corp., of which VSI is a
shareholder.
As a result of his status as control shareholder of both HIA and VSI,
Mr. Gordon is deemed to be the beneficial owner of and has the authority to
dispose of and vote certain shares (the "Shares") of the outstanding common
stock of the Issuer. Mr. Gordon's ownership as shown in Item 4 above does not
include shares owned by HIA or VSI, which ownership is separately identified in
Item 4.
This Schedule 13G is being filed by Robert P. Gordon on behalf of Mr.
Gordon, HIA and VSI.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
Not applicable - this statement is not being filed pursuant to Rule
13d-1(b).
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Dated this 13th day of February, 1997.
/s/ Robert P. Gordon
-----------------------------------------
Robert P. Gordon
HARVEST INTERNATIONAL OF AMERICA, INC.
By: /s/ Robert P. Gordon
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Robert P. Gordon, President
VISITORS SERVICES, INC.
By: /s/ Robert P. Gordon
-----------------------------------------
Robert P. Gordon, Chairman
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