As filed with the Securities and Exchange Commission on December 22, 1999
File No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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IFS INTERNATIONAL HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 13-3393646
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Rensselaer Technology Park
300 Jordan Road
Troy, New York 12180
(518) 283-7900
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
DAVID L. HODGE, Chief Executive Officer
Rensselaer Technology Park
300 Jordan Road
Troy, New York 12180
(518) 283-7900
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------
Copies to:
MICHAEL D. DIGIOVANNA, ESQ.
PARKER DURYEE ROSOFF & HAFT
529 Fifth Avenue
New York, New York 10017-4608
(212) 599-0500
Approximate date of proposed sale to the public: From time to time after the
effective date of this Registration Statement.
<PAGE>
If the only 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. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Offering Price Aggregate Offering Amount of
Securities to be Registered Registered Per Share(1) Price(1) Registration Fee
- ---------------------------- ----------------- ------------------- ------------------------ ------------------
common stock, par value
<S> <C> <C> <C> <C>
$.001 per share 2,507,779 $2.38 5,968,515 $1,576.00
Total Registration Fee $1,576.00
- ------------------------------ -------------------- ------------------- ------------------------ ------------------
- ------------------------------ -------------------- ------------------- ------------------------ ------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based upon the average of the low bid and high asked
prices of the common stock on The Nasdaq SmallCap Market on December 17, 1999.
(2) Pursuant to Rule 416(a), the Registration Statement also relates to an
indeterminate number of additional shares of IFS' common stock, issuable upon
the exercise of options pursuant to anti-dilution provisions contained therein,
which shares of common stock are registered hereunder.
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 thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8 will
be sent or given to specified employees pursuant to Rule 428(b)(1) of the
Securities Act of 1933 (the "Securities Act"). The documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3of
Part II below, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
The selling stockholders may acquire their shares through the exercise of
options granted to them in connection with IFS International Holdings Inc.'s
1988 Stock Option Plan, 1996 Stock Option Plan and 1998 Stock Plan. Options to
purchase up to a maximum of 332,779 shares may be awarded under IFS' 1988 Stock
Option Plan. Options to purchase 300,000 shares may be issued under IFS' 1996
Stock Option Plan. A maximum of 1,800,000 shares may be awarded under IFS' 1998
Stock Plan pursuant to stock awards or options to purchase stock. Also, 75,000
shares are issuable pursuant to an option granted under an employment agreement
dated May 12, 1998, to Mr. Frank A. Pascuito, a director of IFS. A total of
2,507,779 shares are issuable in accordance with grants made or which may be
made to date under these plans and are covered by this registration statement.
Including grants which have not yet been made, 1,173,135 shares issuable to
employees and non affiliates of IFS under the plans may be sold upon the
effectiveness of this registration statement on Form S-8, without reference to
the reoffer prospectus described below.
Under cover of this Form S-8 is a reoffer prospectus prepared in accordance with
Part I of Form S-3 under the Securities Act. The reoffer prospectus may be
utilized for reoffering and resales of up to 1,334,644 shares of common stock.
<PAGE>
REOFFER PROSPECTUS
sewtad
1,334,644 SHARES
IFS INTERNATIONAL HOLDINGS, INC.
common stock, par value $.001 per share
--------------
This reoffer prospectus relates to the offer and sale of 1,334,644 shares of the
common stock, par value $.001 per share, of IFS International Holdings
Inc.("IFS"). Any or all of the selling shareholders named in this reoffer
prospectus may offer these shares from time to time for their own benefit. The
selling shareholders may acquire their shares through the of options granted to
them in connection with IFS' 1988 Stock Option Plan, 1996 Stock Option Pan and
1998 Stock Plan. Options to purchase up to a maximum of 332,779 shares may be
awarded under IFS' 1998 Stock Option Plan. Options to purchase 300,000 shares
may be issued under IFS' 1996 Stock Option Plan. A maximum of 1,800,000 shares
may be awarded under IFS' 1998 Stock Plan pursuant to stock awards or options to
purchase stock. Also, 75,000 shares are issuable pursuant to an option granted
under an employment agreement dated May 12, 1998, to Mr. Frank A. Pascuito, a
director of IFS. A total of 1,842,797 shares are issuable in accordance with
grants made to date under these plans. Options to purchase the balance of the
shares available under these plans have not yet been granted. Including grants
which have not yet been made, 1,173,135 shares issuable to employees and
non-affiliates of IFS are covered by the registration statement on Form S-8 of
which this reoffer prospectus is a part, although those shares are not required
to be included in this reoffer prospectus. IFS will receive no part of the
proceeds from the sale of the shares by the selling stockholders. IFS will bear
all the expenses of this registration statement.
Investing in our common stock is risky. See "Risk Factors" on page 5.
Our common stock is traded on the Nasdaq SmallCap Market under the
symbol "IFSH". The closing bid price of our common stock on December 17, 1999
was $2.38.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is December 22, 1999
<PAGE>
TABLE OF CONTENTS
Page
WHERE YOU CAN FIND MORE INFORMATION............................................2
INTRODUCTION...................................................................3
RECENT DEVELOPMENTS............................................................4
RISK FACTORS...................................................................5
We have incurred operating losses and may incur these
losses in the future................................................5
We are dependent on revenues from foreign sources and
are subject to the risks of doing business abroad...................5
We are dependent on the electronic funds transfer and
the bank automation markets.........................................5
We may have a possible need for additional financing
and may not be able to raise any required funds.....................6
Our growth is dependent on expanding our customer base................6
We have had fluctuations in quarterly revenues and
operating results...................................................6
We must attract and retain key and technical personnel................7
We may not be able to compete against our competitors,
many of whom have greater resources.................................7
We may be adversely effected by technological change..................7
We are dependent on our proprietary technology........................8
Our market price may be effected by the issuance of
shares pursuant to warrants, options, and other rights..............8
FORWARD-LOOKING STATEMENTS.....................................................8
USE OF PROCEEDS................................................................9
SELLING STOCKHOLDERS...........................................................9
PLAN OF DISTRIBUTION..........................................................11
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
IFS has filed a registration statement on Form S-3 with the Securities and
Exchange Commission in connection with this offering. In addition, the IFS files
annual, quarterly and current reports, proxy statements and other information
with the Securities and Exchange Commission. You may read and copy the
registration statement and any other documents filed by IFS at the Securities
and Exchange Commission's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the Securities and Exchange Commission at
1-800-SEC-0330 for further information on the Public Reference Room. IFS'
Securities and Exchange Commission filings are also available to the public at
the Securities and Exchange Commission's Internet site at "http//www.sec.gov."
In addition, reports, proxy statements and other information concerning IFS may
be inspected at the offices of the Nasdaq SmallCap Market, 1735 K Street, N.W.,
Washington, D.C. 20549, on which the common stock is quoted.
This prospectus is part of the registration statement and does not contain all
of the information included in the registration statement. Whenever a reference
is made in this prospectus to any contract or other document of IFS, the
reference may not be complete and you should refer to the exhibits that are a
part of the registration statement for a copy of the contract or document.
The Securities and Exchange Commission allows us to "incorporate by reference"
into this prospectus the information we file with it, which means that we can
disclose important information to you by referring you to those documents.
Information incorporated by reference is part of this prospectus. Later
information filed with the Securities and Exchange Commission will update and
supersede this information.
IFS incorporates by reference the documents listed below and any future filing
made with the Securities and Exchange Commission under Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 until this offering is
completed:
Annual Report on Form 10-KSB for fiscal year 1999.
Quarterly Report on Form 10-QSB for quarter ended October 31, 1999.
You may request a copy of these filings, at no cost, by contacting the
Company at:
IFS International Holdings, Inc.
Rensselaer Technology Park
300 Jordan Road
Troy, New York 12180
Attn.: Carmen Pascuito
Tel. No. 518-283-7900
2
<PAGE>
INTRODUCTION
General
We are a Delaware corporation, engaged in the business of developing, marketing
and supporting software products for electronic funds transfer and retail
banking markets. These markets are served through our two wholly owned
subsidiaries, IFS International, Inc., a New York corporation and Network
Controls International, Inc., a North Carolina corporation.
Our IFS subsidiary derives revenues principally from the licensing of its family
of software products.
Our IFS subsidiary's family of software products, marketed under the name TPII,
serves as a UNIX-based manager for electronic funds transfer systems. An
electronic funds transfer system of a bank or other financial institution
permits the processing of transactions involving credit cards and debit cards
e.g., ATM cards. TPII software products are compatible with a significant
portion of the industry standard computer platforms, are designed to operate
with computers utilizing the UNIX operating system, are written in C programming
language and incorporate Oracle relational database technology and object
oriented design concepts. TPII software is offered in separate modules which
perform different functions.
The TPII software products are typically installed at the financial
institution's main processing facility. TPII software products have been
primarily installed in electronic funds transfer systems of banks and other
financial institutions located in emerging countries and former Eastern Bloc
nations.
TPII software is also capable of managing electronic funds transfer systems that
involve the "loading" of value on smart cards. A smart card is a plastic card
with an electronic chip that acts as a small computer which can enable the
holder to "load" a fixed amount of purchasing power or cash equivalent on the
card as authorized. Our IFS subsidiary has developed software for Visa
International Service Association. Since the first calendar quarter of 1997, our
IFS subsidiary completed, on behalf of Visa, several pilot programs and
subsequently entered into several license and maintenance agreements for these
sites.
Our NCI subsidiary provides bank teller/platform and networking solutions to
large financial institutions and major suppliers of branch automation equipment.
NCI is currently developing a new product line, NCI Business Centre (TM). NCI
Business Centre (TM) will be a server-centric and enterprise-wide retail banking
solution which will automate delivery channels, such as teller, platform,
internet banking, call center and kiosks. NCI Business Centre (TM) will use
Windows NT, browsers and TCP/IP protocol technologies for delivery of
functionality over Intranet and Internet networks. NCI is headquartered in
Charlotte, North Carolina and has overseas subsidiaries and branch offices
marketing its products and services internationally.
3
<PAGE>
We provide our customers with maintenance services for its software products for
a separate fee. We also offer other support services, such as additional
training of customer personnel, project management and consulting, for
additional consideration.
We were incorporated in Delaware in September 1986 under the name Wellsway
Ventures, Inc. ("WWV"). WWV subsequently changed its name to IFS International
Holdings, Inc. Our principal offices are located at Rensselaer Technology Park,
300 Jordan Road, Troy, New York 12180 and our telephone number is (518)
283-7900.
RECENT DEVELOPMENTS
In October, 1999 we issued 1,051,716 shares of our common stock to Per Olof
Ezelius, one of our directors and president of our NCI subsidiary. The shares
were issued as additional contingent consideration pursuant to the terms of the
plan and merger agreement dated January 30, 1998. Mr. Ezelius may receive
additional contingent shares in future years based on the financial performance
of NCI through fiscal year 2001 pursuant to the plan and merger agreement.
4
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RISK FACTORS
Each prospective investor should carefully consider the following risk factors,
as well as all other information set forth elsewhere in this prospectus.
We have incurred operating losses and may incur these losses in the future.
We incurred a net loss of $703,907 and had a net income of $185,289 for our
fiscal year ended April 30, 1999 and our six months ended October 31, 1999,
respectively. As of October 31, 1999, we had an accumulated deficit of
$4,398,397. There can be no assurance as to our future profitability.
We are dependent on revenues from foreign sources and are subject to the risks
of doing business abroad.
We derived approximately 67% and 90% of total revenues for the six month periods
ended October 31, 1998 and 1999, respectively, from the licensing of TPII
software products to customers outside the United States, primarily banks and
other financial institutions located primarily in emerging countries and former
Eastern Bloc nations. Foreign revenues generally are subject to certain risks,
including collection of accounts receivable, compliance with foreign regulatory
requirements, variability of foreign economic conditions and changing
restrictions imposed by United States export laws. To date, all foreign
customers have paid us in United States currency, but if future customers pay in
foreign currencies, we would be subject to fluctuations in exchange rates. There
can be no assurance that we will be able to continue to manage the risks related
to selling our services in foreign markets.
We are dependent on the electronic funds transfer and the bank automation
markets.
Our IFS subsidiary derives its revenues from sales for the electronic funds
market. Therefore, we are susceptible to adverse events in that market. For
example, a decrease in the number of electronic funds transfer transactions by
the general public or in spending by financial institutions for software for
electronic funds transfer and bank automation and related services could result
in a smaller overall market for electronic funds transfer software. These
factors, as well as others negatively affecting the electronic funds transfer
market, could have a material adverse effect on our financial condition and
results of operations.
5
<PAGE>
We may have a possible need for additional financing and may not be able to
raise any required funds.
We believe that anticipated cash flow from operations, the proceeds from the
recent private placement financing and the $600,000 line of credit available to
us will be sufficient to finance our working capital requirements for the
foreseeable future. Our estimate is based upon our ability to obtain revenues
from licensing agreements through our IFS subsidiary as currently projected. We
may need additional financing if these revenues are not received. Moreover, a
portion of TPII software contracts are not paid until acceptance by the
customer. As a result, we are required to fund a portion of the costs of these
installations from available capital. Any substantial increase in the number of
installations or delay in payment could create a need for additional financing.
In these events, there can be no assurance that additional financing will be
available on terms acceptable to us or at all.
Our growth is dependent on expanding our customer base.
We receive additional revenues from existing customers as a result of providing
ongoing maintenance services in support of licensed software. We may also
receive additional revenues for enhancements of the software products. We
generally will not receive significant license revenues in a subsequent period
from these customers. Although we usually generate significant repeat business
from our customers, we will still be required to continually attract new
customers in order to increase revenues in the future. As a result, we will
incur higher marketing expenses generally associated with attracting new
customers as compared to marketing expenses associated with attracting
additional business from existing customers. Moreover, our inability to generate
additional business upon completion of existing contracts would also have a
material adverse effect on our financial condition and results of operations.
We have had fluctuations in quarterly revenues and operating results.
Quarterly revenues and operating results have fluctuated and will fluctuate as a
result of a variety of factors. Our IFS subsidiary may experience long delays
(i.e., between three to twelve months) before a customer executes a software
licensing agreement. These delays are primarily due to extended periods of
software evaluation, contract review and the selection of the computer system.
In addition, following execution of the agreement, the preparation of functional
specifications, customization and installation of software products and the
training by our subsidiary of the financial institution's personnel in the use
of the software products take an average of six to twelve months. Accordingly,
our revenues may fluctuate dramatically from one quarter to another, making
quarterly comparisons extremely difficult and not necessarily indicative of any
trend or pattern for the year as a whole. Additional factors effecting quarterly
results include the timing of revenue recognition of advance payments of license
fees, the timing of the hiring or loss of personnel, capital expenditures,
operating expenses and other costs relating to the expansion of operations,
general economic conditions and acceptance and use of electronic funds transfer.
6
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We must attract and retain key and technical personnel.
Our success depends on the retention of our principal executives including David
Hodge, Frank Pascuito, John Singleton, and Per Olof Ezelius, its President and
CEO, Executive Vice President, Chairman, and President and CEO of our NCI
subsidiary, respectively. Most of our key executives have employment or
consulting agreements with us. We believe that our future success also depends
on its ability to attract and retain highly-skilled technical, managerial and
marketing personnel, including, in particular, additional personnel in the areas
of research and development, technical support and project management.
Competition for personnel is intense. There can be no assurance that we will be
successful in attracting and retaining the personnel we require.
We may not be able to compete against our competitors, many of whom have greater
resources.
The development and marketing of software for financial institutions is highly
competitive. Many of our competitors have greater financial resources than we
do. In addition, many of the larger financial institutions have developed their
own systems internally. However, we believe our current products will continue
to be competitive based on cost and technology. TPII software products face
strong competition from proprietary (legacy) and UNIX-based software. In the
smart card market, other financial institutions and companies including certain
institutions and companies which have greater resources than us, have developed
and are developing their own smart card technology. We are unable to predict
which technology, if any, will become the industry standard.
NCI has limited direct competition with most of its legacy products as we are
unaware of any equivalent products offered by competitors. There are several
competitors for NCI's other products. The NCI Business Centre (TM) product
competes with major branch automation solution providers.
We may be adversely effected by technological change.
The market for software in general is characterized by rapid changes in computer
and software technology and is highly competitive with respect to the need for
timely product innovation and new product introductions. If, for example, the
UNIX operating system were no longer a significant operating system, we would be
adversely affected if we could not adapt TPII software products to whatever
operating system becomes dominant. We believe that our future success, of which
there can be no assurance, depends upon its success in enhancing the performance
of its current TPII software products, such as the ability for TPII to handle
higher volumes of card transactions and the adaptation of its software products
to smart card technology, and developing new software products that address the
increasingly complex needs of customers.
7
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We are dependent on our proprietary technology.
We rely on a combination of trade secret and copyright laws, non-disclosure and
other contractual and technical measures to protect our proprietary rights in
our software products. There can be no assurance that these provisions will be
adequate to protect such proprietary rights. In addition, the laws of certain
foreign countries do not protect intellectual property rights to the same extent
as the laws of the United States. Although we believe that our intellectual
property rights do not infringe upon the proprietary rights of third parties,
there can be no assurance that third parties will not assert infringement claims
against us.
Our market price may be effected by the issuance of shares pursuant to warrants,
options, and other rights.
As of this date, including our public warrants, there were options and warrants
outstanding to purchase an aggregate of 5,057,851 shares of common stock,
including debentures and other rights to acquire shares of our common stock with
exercise prices ranging from $.66 to $7.31 per share. This does not include the
obligation to issue shares of our common stock pursuant to convertible
promissory notes to four investors as part of a private placement transaction
which occurred in July 1999. IFS issued the convertible promissory notes in the
amount of $1,075,000 which are convertible into 657,447 shares of common stock,
subject to adjustment based on current market prices. In addition, we may be
obligated to issue a substantial number of shares based on the financial
performance of NCI through fiscal year 2001, pursuant to an existing merger
agreement. The issuance of all these shares could have an adverse impact upon
the market price of our common stock.
FORWARD-LOOKING STATEMENTS
Some of the information in this prospectus and in the information incorporated
by reference contains forward-looking statements within the meaning of the
federal securities laws. These statements include, among others, the following:
o Those pertaining to the implementation of our growth strategy;
o Our projected capital expenditures; and
o The impact of Year 2000 on our information and other systems and those
of our vendors, customers and other third parties.
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<PAGE>
Forward-looking statements typically are identified by use of terms such as
"may," "will," "expect," "anticipate," "estimate," and similar words, although
some forward-looking statements are expressed differently. You should be aware
that our actual results could differ materially from those contained in
forward-looking statements due to a number of factors including:
o general economic conditions;
o competitive market influences;
o the development of the capacity to accommodate additional and larger
contracts;
o establishing the ability of TPII software products to process
transactions for larger electronic funds transfer systems;
o continued acceptance of our software products by a significant number
of new customers;
o our continued relationship with computer manufacturers; and
o acceptance of NCI Business Centre (TM) by a significant number of new
customers.
You should also consider carefully the statements under "Risk Factors" and other
sections of this prospectus, which address additional factors that could cause
our actual results to differ from those set forth in the forward-looking
statements.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares hereby.
SELLING STOCKHOLDERS
The shares of common stock offered in this prospectus are being registered for
re-offers and re-sales by selling stockholders of IFS who may acquire the shares
upon the exercise of options granted under the 1988 Stock Option Plan, 1996
Stock Option Plan, 1998 Stock Plan as well as the employment agreement between
IFS and Mr. Frank A. Pascuito. The selling stockholders may resell all or some
of the shares that they have or may acquire upon exercise of options under any
of the plans or, in the case of the 1998 Plan, the award of shares. They will be
eligible to sell those shares whether or not they presently have the intention
to do so. The table below assumes that all of the shares being offered will be
sold, but we cannot assure you that the selling shareholders will sell all or
any of their shares. The following table contains information concerning the
beneficial ownership of our common stock by the selling stockholders as adjusted
for sales by each selling stockholder.
9
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- ----------------------- ------------- ------------ ----------- -------------
Number of Number of Number of
shares shares shares to
Selling Shareholder beneficially covered by be owned Percentage of
(and relationship) owned prior this after the class after
to offering prospectus offering the offering
- ----------------------- ------------- ------------ ----------- -------------
C. Rex Welton 78,500 20,000 58,500 1.52 %
Arnold Wells 50,500 50,000 500 0.01 %
Carmen Pascuito 31,992 31,992 0 0.00 %
Frank Pascuito 512,921 371,490 141,431 3.68 %
DuWayne Peterson 72,700 40,000 32,700 0.85 %
David L. Hodge 380,000 370,000 10,000 0.26 %
Simon J. Theobald 235,020 235,000 20 0.00 %
John P. Singleton 222,100 160,000 62,100 1.61 %
Per Olof Ezelius 1,113,719 43,000 1,070,719 27.84 %
Jerry Cwiklik (1) 1,633 1,633 0 0.00 %
Jerry Tishkoff (1) 10,000 10,000 0 0.00 %
Other (1) (2) 1,529 1,529 0 0.00 %
======================= =============== ============== ============= ===========
TOTALS: 2,710,614 1,334,644 1,375,970 35.77 %
======================= =============== ============== ============= ===========
(1) Above table does not include any shares that may have been purchased or
sold on the open market. Information shown in above table includes only
information available to IFS.
(2) Includes certain unnamed non-affiliates, each of whom may sell up to 1,000
shares, and who may use the reoffer prospectus for reoffers and resales.
The above assumes all of the shares subject to options will be acquired and will
be sold. Because the selling stockholders may sell all, some or none of the
shares that it holds, the actual number of shares that will be sold by the
selling stockholders upon or prior to termination of this offering may vary. The
selling stockholders may have sold, transferred or otherwise disposed of all or
a portion of their shares since the date on which they provided the information
regarding their common stock in transactions exempt from the registration
requirements of the Securities Act. Additional information concerning the
selling stockholders may be set forth from time to time in prospectus
supplements to this prospectus.
10
<PAGE>
Mr. Ezelius may receive additional contingent shares in future years based on
the financial performance of NCI through fiscal year 2001 pursuant to the plan
and merger agreement.
PLAN OF DISTRIBUTION
Sale of the shares may be made from time to time by the selling stockholders, or
subject to applicable law, by pledgees, donees, distributees, transferees or
other successors in interest. These sales may be made:
o on the over-the-counter market
o on foreign securities exchange
o in privately negotiated transactions or otherwise
o in a combination of transactions at prices and terms then prevailing
o at prices related to the then current market price
o at privately negotiated prices
In addition, any shares covered by this prospectus which qualify for sale
pursuant to Section 4(1) of the Securities Act or Rule 144 promulgated
thereunder may be sold under such provisions rather than pursuant to this
Prospectus. Without limiting the generality of the foregoing, the shares may be
sold in one or more of the following types of transactions.
o A block trade in which the broker-dealer so engaged will attempt to
sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction purchases by a broker
or dealer as principal and resale by such broker or dealer for its
account pursuant to this Prospectus;
o an exchange distribution in accordance with the rules of such
exchange;
o ordinary brokerage transactions and transactions in which the broker
solicits purchasers; and
o face to face transactions between sellers and purchasers without a
broker dealer. In effecting sales, brokers or dealers engaged by the
selling stockholders may arrange for other brokers or dealers to
participate in the resales.
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In connection with such transactions, broker-dealers may engage in short sales
of the shares registered hereunder in the course of hedging the positions they
assume with the selling stockholders. The selling stockholders may also sell
shares short and deliver the shares to close out such short positions. The
selling stockholders may also enter into option or other transactions with
broker dealers which require the delivery to the broker-dealer of the shares
registered hereunder, which the broker-dealer may resell pursuant to this
prospectus. The selling stockholders may also pledge the shares registered
hereunder to a broker or dealer and upon a default, the broker or dealer may
effect sales of the pledged shares pursuant to this prospectus.
Brokers, dealers or agents may receive compensation in the form of commissions,
discounts or concessions from the selling stockholders in amounts to be
negotiated in connection with the sale. These brokers or dealers and any other
participating brokers or dealers may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales and any such
commission, discount or concession may be deemed to be underwriting discounts or
commissions under the Securities Act.
Information as to whether underwriters who may be selected by the selling
stockholders, or any other broker-dealer, is acting as principal or agent for
the selling stockholders, the compensation to be received by underwriters who
may be selected by the selling stockholders, or any broker-dealer, acting as
principal or agent for the selling stockholders and the compensation to be
received by other broker-dealers, in the event the compensation of such other
broker-dealers is in excess of usual and customary commissions, will, to the
extent required, be set forth in a supplement to this prospectus. Any dealer or
broker participating in any distribution of the shares may be required to
deliver a copy of this prospectus, including a prospectus supplement, if any, to
any person who purchasers any of the shares from or through such dealer or
broker.
We have advised the selling stockholders that if at any time, they are engaged
in a distribution of the shares they are required to comply with Regulation M
promulgated under the Exchange Act. The selling shareholders have acknowledged
such advice by separate agreement and agree therein to comply with such
regulation. In general, Regulation M precludes the selling stockholders, any
affiliated purchasers and any broker-dealer or other person who participates in
such distribution from bidding for or purchasing or attempting to induce any
person to bid for or purchase any security which is the subject of the
distribution until the entire distribution is complete. A "distribution" is
defined in the rules as an offering of securities that is distinguished from
ordinary trading activities and depends on the "magnitude of the offering and
the presence of special selling efforts and selling methods". Regulation M also
prohibits any bids or purchases made in order to stabilize the price of a
security in connection with the distribution of that security.
12
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 4. Description of Securities
Not applicable
Item 5. Interests of Named Experts and Counsel
Not applicable
Item 6. Indemnification of Directors and Officers.
Article NINTH of the Certificate of Incorporation of IFS International
Holdings, Inc. ("Registrant") provides that no director shall have any personal
liability to Registrant or its stockholders for monetary damages for breach of
fiduciary duty as a director, except with respect to (1) a breach of the
director's duty of loyalty to Registrant or its stockholders, (2) acts or
omissions not in good faith which involve intentional misconduct or a knowing
violation of law, (3) liability under Section 174 of the Delaware General
Corporation Law or (4) a transaction from which the director derived an improper
personal benefit. Article TENTH of the Certificate of Incorporation of
Registrant provides that Registrant shall indemnify, to the fullest extent
permitted by Section 145 of the Delaware General Corporation Law, as amended
from time to time, any and all persons whom it shall have power to indemnify
under such section.
Item 7. Exemption from Registration Claimed
Not applicable
Item 8. Exhibits
See Exhibit Index below
Item 9. Undertakings.
The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement 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, as amended (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.
13
<PAGE>
(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.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Company's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, that is
incorporated by reference in the Registration Statement, shall be deemed to be a
new registration statement relating to the securities offered herein, 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 IFS
pursuant to Item 6 of Part II of the Registration Statement, or otherwise, IFS
has been advised that in the opinion of the Securities and Exchange 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 IFS of expenses incurred or
paid by a director, officer or controlling person of IFS 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, IFS
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.
14
<PAGE>
SIGNATURES
In accordance with 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 of filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, hereunto duly
authorized, in the City of Troy, State of New York, on December 22, 1999.
IFS INTERNATIONAL HOLDINGS, INC.
By: __/s/ David L. Hodge______
David L. Hodge
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Frank A. Pascuito and David L. Hodge, and
each of them, with full power to act without the other, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution
for him and in his name, place and stead, in any and all capacities to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and the documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates stated.
Signature Title Date
___________________ ______________________________________ _________________
President and Chief Executive Officer,
/s/ David L. Hodge Director (Principal Executive Officer) December 22, 1999
- -------------------
David L. Hodge
/s/ John P. Singleton Chairman of the Board, Director December 22, 1999
- ---------------------
John P. Singleton
Executive Vice President, Director,
/s/ Frank A. Pascuito Founder December 22, 1999
- ---------------------
Frank A Pascuito
<PAGE>
/s/ Simon J. Theobald Chief Operating Officer, Director December 22, 1999
- ---------------------
Simon J. Theobald
/s/ Carmen A. Pascuito Secretary and Controller December 22, 1999
- ----------------------
Carmen A Pascuito
___________________ Director December 22, 1999
Per Olof Ezelius
/s/ DuWayne J. Peterson Director December 22, 1999
- -----------------------
DuWayne J. Peterson
/s/ Per Olof Ezelius Director December 22, 1999
- --------------------
C. Rex Welton
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
3.1 Certificate of Incorporation and amendments thereto of the Company (1)
3.2 By-laws, as amended, of the Company (1)
4.1 Certificate of Designation of the Series A Convertible preferred stock
(2)
4.1b Certificate of Amendment of Certificate of Designation of the Series A
Convertible preferred stock (5)
4.3 Form of certificate evidencing Warrants (1)
4.4 Form of certificate evidencing shares of common stock (1)
4.5 Warrant Agreement between the Company and the Underwriter (2)
4.6 Form of Warrant Agreement between the Company and American Stock
Transfer and Trust Company, as Warrant agent (1)
4.7 Debenture Investment Agreement, dated July 6, 1989, between the
Company and New York State Science and Technology Foundation, and
amendments thereto (1)
4.8 Loan Agreement, dated January 11, 1989, between the Company and North
Greenbush Industrial Development Agency and amendments thereto (1)
4.9 Warrant Agreement, dated November 6, 1998, between the Company and MDB
Capital Group LLC. (7)
4.10 Investment Banking Agreement, dated November 6, 1998, between the
Company and MDB Capital Group LLC. (7)
4.11 Form of Convertible Promissory Note Agreements, dated July 6, 1999,
between the Company and Gilston Corporation, Ltd., Manchester Asset
Management, Ltd., Headwaters Capital, and Colbrooke Capital. (7)
4.12 Form of Warrant Agreements, dated July 6, 1999, between the Company
and Gilston Corporation, Ltd., Manchester Asset Management, Ltd.,
Headwaters Capital, and Colbrooke Capital. (7)
4.13 Registration Rights Agreement, dated July 2, 1999, between the Company
and Gilston Corporation, Ltd., Manchester Asset Management, Ltd., and
Headwaters Capital. (7)
4.14 Note And Warrant Purchase Agreement, dated July 2, 1999, between the
Company and Gilston Corporation, Ltd., Manchester Asset Management,
Ltd., and Headwaters Capital. (7)
4.15 Market Access Program Marketing Agreement, dated as of April 29, 1999,
between the Company and Continental Capital & Equity Corporation. (7)
<PAGE>
5.1 Opinion of Parker Duryee Rosoff & Haft A Professional Corporation
10.1 * 1998 Stock Plan (5)
10.2 * 1996 Stock Option Plan (1)
10.3 * 1988 Stock Option Plan (1)
10.4 Lease Agreement, dated October 1, 1986 between the Company and
Rensselaer Polytechnic Institute and amendments thereto (the "Lease
Agreement") (1)
10.5 Addendum A to the Lease Agreement, dated January 7, 1997. (1)
10.6 Digital Prime Contracting Agreement, dated June 6, 1994, between the
Company and Digital Equipment International BV (1)
10.7 Software Development and License Agreement, dated July 8, 1996,
between the Company and Visa International Service Association (1)
10.8 * Employment Agreement, dated as of May 12, 1998 between the Company
and David L. Hodge. (6)
10.8b* Amendment to Employment Agreement, dated as of January 22, 1999
between the Company and David L. Hodge. (7)
10.9 * Employment Agreement, dated as of May 12, 1998, between the Company
and Frank A. Pascuito. (6)
10.9b* Amendment to Employment Agreement, dated as of January 22, 1999,
between the Company and Frank A. Pascuito. (7)
10.10* Employment Agreement, dated as of May 12, 1998, between the Company
and Simon J. Theobald. (2)
10.10b* Amendment to Employment Agreement, dated as of January 22, 1999,
between the Company and Simon J. Theobald. (7)
10.11*Extension Agreement, dated as of May 12, 1998 between the Company
and Per Olof Ezelius. (6)
10.12Purchase and Sale Agreement, dated as of December 17, 1996, between
the Company and Trustco Bank, National Association. (1)
10.13Form of Consulting and Investment Banking Agreement between the
Company and the Underwriter. (1)
10.14Promissory Note, dated March 14, 1997, between the Company and Key
Bank of New York. (3)
10.15*Consulting agreement, dated April 9, 1997, between the Company and
Jerald Tishkoff. (6)
<PAGE>
10.16Plan and Merger Agreement, dated as of January 30, 1998, between the
Company and NCI Holdings, Inc. (4)
10.17Amended and Restated Note, dated as of April 15, 1999, between the
Company and Hudson River Bank and Trust Company. (7)
10.18Amended and Restated Note, dated as of April 15, 1999, between the
Company and Hudson River Bank and Trust Company. (7)
10.19Note And Mortgage Consolidation, Modification, Spreader, Extension
And Security Agreement, dated as of April 15, 1999, between the
Company, the Town of North Greenbush Industrial Development Agency and
New York Business Development Corporation. (7)
10.20Note And Mortgage Consolidation, Modification, Spreader, Extension
And Security Agreement, dated as of April 15, 1999, between the
Company, the Town of North Greenbush Industrial Development Agency and
New York Business Development Corporation. (7)
10.21Mortgage And Security Agreement, dated as of April 15, 1999, between
the Company, the Town of North Greenbush Industrial Development Agency
and New York Business Development Corporation. (7)
10.22Mortgage Note, dated as of April 15, 1999, between the Company and
New York Business Development Corporation. (7)
10.23Amended And Restated Mortgage Note, dated as of April 15, 1999,
between the Company New York Business Development Corporation. (7)
10.24General Security Agreement, dated as of April 15, 1999, between the
Company and Hudson River Bank and Trust Company. (7)
21.1 Subsidiaries of the Company (1)
23.1 Consent of Urbach Kahn & Werlin P.C.
23.2 Consent of Parker Duryee Rosoff & Haft (included in Exhibit 5.1)
* Management contract or compensatory plan or arrangement.
1 Denotes document filed as an exhibit to the Company's Registration
Statement on Form SB-2 (File No. 333-11653) and incorporated herein by
reference.
2 Denotes document filed as an exhibit to the Company's Quarterly Report
on Form 10- QSB for the quarter ended January 31, 1997 and
incorporated herein by reference.
3 Denotes document filed as an exhibit to the Company's Current Report,
dated March 14, 1997 and incorporated herein by reference.
4 Denotes document filed as an exhibit to the Company's Current Report,
dated January 30, 1998 and incorporated herein by reference.
<PAGE>
5 Denotes document filed as an exhibit to the Company's Proxy Statement,
dated February 1, 1999 and incorporated herein by reference.
6 Denotes document filed as an exhibit to the Company's Annual Report,
dated April 30, 1998 and incorporated herein by reference.
7 Denotes documents filed as an exhibit to the Company's annual report
on Form 10-KSB, for the year ended April 30, 1999 and incorporated
herein by reference.
<PAGE>
- --------------------------------------------------------------------------------
IFS INTERNATIONAL HOLDINGS, INC.
1,334,644 Shares
common stock
------------
PROSPECTUS
------------
December 22, 1999
- --------------------------------------------------------------------------------
You should rely only on the information contained in this prospectus. No dealer,
salesperson or other person is authorized to give information that is not
contained in this prospectus. This prospectus is not an offer to sell nor is it
seeking an offer to buy these securities in any jurisdiction where the offer or
sale is not permitted. The information contained in this prospectus is correct
only as of the date of this prospectus, regardless of the time of the delivery
of this prospectus or any sale of these securities.
PARKER DURYEE ROSOFF & HAFT
A PROFESSIONAL CORPORATION
ATTORNEYS
529 FIFTH AVENUE
NEW YORK, NEW YORK 10017- 4608
(212) 599-0500
FAX (212) 972-9487
December 22, 1999
IFS International, Inc.
Rensselaer Technology Park
300 Jordan Road
Troy, New York 12180
Re: Registration Statement on Form S-8 under the Securities Act of 1933
Ladies and Gentlemen:
In our capacity as counsel to IFS International, Inc. (the "Company"),
a Delaware corporation, we have been asked to render this opinion in connection
with a Registration Statement on Form S-8, being filed contemporaneously
herewith by the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, covering an aggregate of 2,507,779 shares
(the "Plan Shares") of Common Stock, $0.01 par value, which have been issued or
will be issuable upon the exercise of options granted (or to be granted) under
the Company's 1988 Stock Option Plan, 1996 Stock Option Plan and 1998 Stock Plan
(the " Stock Plans") and which have been issued under the Employment Agreement,
dated as of May 12, 1998, between the Company and Frank A. Pascuito (the
"Employment Agreement"; together with the Stock Plans, the "Plans").
In connection with, and as the basis for, the opinion we render herein,
we have examined the Certificate of Incorporation and the By-Laws of the
Company, both as amended to date, the Plans, the Registration Statement,
corporate proceedings of the Company relating to the granting of shares or
options under the Plans and such other instruments and documents as we have
deemed relevant under the circumstances.
In making the aforesaid examinations, we have assumed the genuineness
of all signatures and the conformity to original documents of all copies
furnished us as original or photostatic copies. We have also assumed that the
corporate records furnished to us by the Company include all corporate
proceedings taken by the Company to date in connection with the Plans and the
granting of shares or options under the Plans.
Based upon and subject to the foregoing, we are of the opinion that:
(1) The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware.
(2) The Plan Shares that have been issued to date under the Plans are
duly and validly authorized and fully paid and non-assessable.
(3) The Plan Shares, when issued in accordance with the Plans and any
option or other securities thereunder, will be duly and validly authorized and
fully paid and non-assessable.
We hereby consent to the use of our opinion as herein set forth as an
exhibit to the Registration Statement.
Very truly yours,
PARKER DURYEE ROSOFF & HAFT
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated July 2, 1999, except for Note 7, as to
which the date was August 11, 1999, which appears in the Annual Report on Form
10-KSB of IFS International, Inc. and subsidiaries for the year ended April 30,
1999.
URBACH KAHN & WERLIN PC
Albany, New York
December 20, 1999
