As filed with the Securities and Exchange Commission on November 24,1999
File No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
AMENDMENT 1
TO
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------
IFS INTERNATIONAL, 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 Amount of
Title of Each Class of Amount to be Offering Price Aggregate Offering Registration
Securities to be Registered Registered Per Share(1) Price(1) Fee (2)
- ------------------------------ -------------------- ------------------- ------------------------ ------------------
<S> <C> <C> <C> <C>
common stock, par value
$.001 per share 1,150,531 $2.27 $2,611,705 $727.00
Total Registration Fee $727.00
- ------------------------------ -------------------- ------------------- ------------------------ ------------------
- ------------------------------ -------------------- ------------------- ------------------------ ------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based upon the average of the bid and asked prices of
the common stock on The Nasdaq SmallCap Market on August 27, 1999.
(2) Paid at time of original filing, September 2, 1999.
(3) 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>
PROSPECTUS
1,150,531 SHARES
IFS INTERNATIONAL, INC.
common stock
--------------
Stockholders of IFS International, Inc., named under the caption
"Selling Stockholder" may offer and sell up to 1,150,531 shares of our common
stock.
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 November 16, 1999
was $2.59.
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 November 24, 1999
<PAGE>
TABLE OF CONTENTS
Page
WHERE YOU CAN FIND MORE INFORMATION............................................2
INTRODUCTION...................................................................3
RISK FACTORS...................................................................5
FORWARD-LOOKING STATEMENTS.....................................................8
USE OF PROCEEDS................................................................9
SELLING STOCKHOLDERS...........................................................9
PLAN OF DISTRIBUTION..........................................................12
DESCRIPTION OF SECURITIES.....................................................14
LEGAL MATTERS.................................................................15
EXPERTS.......................................................................15
<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:
<PAGE>
Annual Report on Form 10-KSB for fiscal year 1999.
Quarterly Report on Form 10-QSB for quarter ended July 31, 1999.
You may request a copy of these filings, at no cost, by contacting the Company
at:
IFS International, Inc.
Rensselaer Technology Park
300 Jordan Road
Troy, New York 12180
Attn.: Carmen Pascuito
Tel. No. 518-283-7900
<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.
We provide our customers with maintenance services for its software products for
a separate fee. The Company also offers 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,
Inc. The Company's principal offices are located at Rensselaer Technology Park,
300 Jordan Road, Troy, New York 12180 and its telephone number is (518)
283-7900.
RECENT DEVELOPMENTS
After review and discussion, IFS determined on August 31, 1999 to issue
1,051,716 shares of its common stock to Per Olof Ezelius, one of our directors
and president of our NCI subsidiary. The shares were issued as 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.
<PAGE>
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 $40,153 for our
fiscal year ended April 30, 1999 and our quarter ended July 31, 1999,
respectively. As of July 31, 1999, we had an accumulated deficit of $4,543,688.
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 74% and 82%of total revenues for the fiscal years ended
April 30, 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.
<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 its ability to obtain 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.
We must attract and retain technical personnel.
Our success depends on the retention of our principal executives including David
Hodge, Frank Pascuito and John Singleton, its President and CEO, Executive Vice
President, and Chairman, 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
systems and products 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 it could not adapt its 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.
<PAGE>
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 its proprietary rights in
its software products. There can be no assurance that these provisions will be
adequate to protect its 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 on 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 4,852,151 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. The shares being
registered herewith are excluded. This does not include the obligation to issue
shares to an officer as part of a contingent earnout. 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.
These statements may be found in this prospectus and in the information
incorporated by reference under "Risk Factors", "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and "Business of our
Securities and Exchange Commission File". 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 n the forward-looking
statements.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares hereby. Any
proceeds received upon exercise of warrants will be utilized as working capital.
SELLING STOCKHOLDERS
On July 6, 1999 we issued $1,075,000 principal amount of our convertible
promissory notes. The notes are due in July 2001 and accrue interest at 10% per
year. Interest does not accrue for the first three months and does not accrue
for a given month if the weighted average stock price for the previous month was
at or above $3 per share. The notes are convertible at the lower of $3.00 per
share or 90% of the market value of our shares as defined in the notes. In
connection with the issuance of the notes, we issued warrants to purchase an
aggregate of 200,000 shares of the our common stock at an exercise price of
$3.07 per share subject to dilution. The net proceeds of the notes and warrant
placement, were $965,000. This private placement was a transaction exempt from
the registration requirements of the Securities Act of 1933 pursuant to section
4(2) of this act and regulation D adopted by the Securities and Exchange
Commission.
The selling stockholders, are offering for sale the shares of our common stock
that these persons have a right to acquire upon exercise are convertible
promissory notes acquired by these persons on July 6, 1999. In addition, all the
selling stockholders are offering for sale shares they have a right to acquire
upon exercise of our warrants issued to these persons on July 6, 1999. The notes
may be converted into shares at the lower of $3.00 per share or 90% of the
market value as defined in the note upon conversion. At no time may a seller
convert the note if the conversion results in (i) the seller owning more than
4.99% of our common stock or (ii) the issuance of more than 20% of the
outstanding shares in violation of the rules of NASDAQ.
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.
<TABLE>
Before the Offering After the Offering
- ---------------------------------- ---------------- ------------------- ----------- -------------- ------------------
Identity of Shares Shares Percent of
Stockholder or Group Beneficially Percent of Shares Shares Beneficially Shares
Owned Outstanding Offered Owned Outstanding
- ---------------------------------- ---------------- ------------------- ----------- -------------- ------------------
<S> <C> <C> <C> <C>
Gilston Corporation Ltd. 354,654 8% 354,654 None -0-
- ---------------------------------- ---------------- ------------------- ----------- -------------- ------------------
Assanzon Development Corp 459,840 11% 459,840 None -0-
- ---------------------------------- ---------------- ------------------- ----------- -------------- ------------------
Manchester Asset Management 229,920 6% 229,920 None -0-
- ---------------------------------- ---------------- ------------------- ----------- -------------- ------------------
Colebrooke Capital, Inc. 106,117 3% 106,117 None -0-
- ---------------------------------- ---------------- ------------------- ----------- -------------- ------------------
</TABLE>
The above assumes all of the shares being offered 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.
As required by the agreement with the original placement purchasers, the above
shares include 175% of the number of shares each holder may acquire upon
conversion of the notes assuming a conversion price of $2.35 as of July 6, 1999
and exercise of all warrants. This number of shares represents the number
required to be registered under our agreement with investors. The number of
shares also represents our good faith estimates of the number of shares we may
be required to register to meet our obligation in light of the volatility of the
price of our common shares and other factors. The actual number of shares
ultimately issued may be substantially lower than the number of shares listed
above.
- --------------------------- ----------------------- --------------------------
Shares subject to Notes Shares subject to Warrants
- --------------------------- ----------------------- --------------------------
Gilston 127,660 75,000
- --------------------------- ----------------------- --------------------------
Assanzon Development Corp 212,766 50,000
- --------------------------- ----------------------- --------------------------
Manchester Asset Management 106,383 25,000
- --------------------------- ----------------------- --------------------------
Colebrooke Capital, Inc. 10,638 50,000
- --------------------------- ----------------------- --------------------------
<PAGE>
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
o at 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.
<PAGE>
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.
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.
Each of the selling shareholders has executed an agreement pursuant to which
they confirm the method of distribution set forth herein, agree not to sell the
shares if the registration statement is not current.
We have advised the selling stockholders that during if at any time they may be
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.
<PAGE>
DESCRIPTION OF SECURITIES
The following descriptions of our securities are qualified in all respects by
reference to our certificate of incorporation and by-laws. Our Certificate of
Incorporation authorizes us to issue up to 50,000,000 shares of common stock,
par value $.001 per share, and 25,000,000 shares of preferred stock, par value
$.001 per share.
Common Stock
As of the date hereof, there were 3,845,551 shares of our common stock
outstanding. The holders of common stock are entitled to one vote for each share
held of record on all matters submitted to a vote of the stockholders. Subject
to preferential rights with respect to future outstanding preferred stock,
holders of common stock are entitled to receive ratably such dividends as may be
declared by the board of directors out of funds legally available therefor. In
the event of our liquidation, dissolution or winding, holders of common stock
are entitled to share ratably in all assets remaining after payment of
liabilities and satisfaction of preferential rights and have no rights to
convert their common stock into any other securities. All shares of common stock
have equal, non-cumulative voting rights, and have no preference, exchange,
preemptive or redemption rights.
Preferred Stock
We have authority to issue 25,000,000 shares of preferred stock. Since the
preferred stock automatically converted to common stock on April 1, 1999 we have
no shares of preferred stock outstanding. Our board of directors may issue the
authorized preferred stock in one or more series and to fix the number of shares
of each series of preferred stock. The board of directors also has the authority
to set the voting powers, designations, preferences and relative, participating,
optional or other special rights of each series of preferred stock, including
the dividend rights, dividend rate, terms of redemption, redemption price or
prices, conversion and voting rights and liquidation preferences. Preferred
stock can be issued and its terms set by the board of directors without any
further vote or action by our stockholders.
Delaware Law and Certain Charter Provisions
We are subject to Section 203 of the Delaware General Corporation Law, which
prohibits a Delaware corporation from engaging in a wide range of specified
transactions with any interested stockholder. An interested stockholder is
defined to include, among others, any person or entity who in the previous three
years obtained 15% or more of any class or series of stock entitled to vote in
the election of directors. These rules do not apply if the transaction in which
the stockholder became an interested stockholder receives prior approval by the
Board of Directors or the holders of two-thirds of the outstanding shares of
each class or series not owned by the interested stockholder. Our Certificate of
Incorporation and By-laws contain certain additional provisions which may have
the effect of delaying or preventing a change in control of the Company. Such
provisions include blank check preferred stock (the terms of which may be fixed
by the Board of Directors without stockholder approval). Accordingly, our Board
of Directors is empowered, without stockholder approval, to issue preferred
stock, other than the preferred stock, with dividend, liquidation, conversion,
voting or other rights that could adversely affect the voting power or other
rights of the holders of the common stock. In the event of issuance, the
preferred stock could be used, under certain circumstances, as a method of
discouraging, delaying or preventing a change in control of the Company.
Transfer
The transfer agent of our common stock is American Stock Transfer & Trust
Company.
LEGAL MATTERS
Certain legal matters in connection with the securities offered will be passed
upon for the Company by Parker Duryee Rosoff & Haft, New York, New York 10017.
EXPERTS
Our consolidated financial statements, as of April 30, 1999, and for
each of the two years then ended have been incorporated by reference in this
document in reliance upon the report of Urbach Kahn & Werlin PC, independent
auditors, incorporated by reference in this document, given on the authority of
said firm as experts in accounting and auditing.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the Company's estimates of the expenses
to be incurred by it in connection with the common stock being offered hereby:
SEC Registration Fee $727.00 *
Printing expenses 3,500.00 **
Legal fees and expenses 5,000.00 **
Accounting fees and expenses 500.00 **
Miscellaneous expenses 500.00 **
TOTAL $10,227.00
=========================
- ------------
* Paid at time of original filing, September 1, 1999.
** Estimated
Item 15. Indemnification of Directors and Officers.
Article NINTH of the Certificate of Incorporation of IFS International,
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.
<PAGE>
Item 17. 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.
(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 the
Company pursuant to Item 15 of Part II of the Registration Statement, or
otherwise, the Company 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 the Company of expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company 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.
<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 November 17, 1999.
IFS INTERNATIONAL, 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) November 17, 1999
- ---------------------
David L. Hodge
- --------------------- Chairman of the Board, Director November 17, 1999
John P. Singleton
/s/ Frank A. Pascuito Executive Vice President, Director, November 17, 1999
- ---------------------
Frank A Pascuito Founder
/s/ Simon J. Theobald Executive Vice President, Director November 17, 1999
- ---------------------
Simon J. Theobald
/s/ Carmen A. Pascuito Secretary and Controller November 17, 1999
- ---------------------
Carmen A. Pascuito
/s/ Per Olof Ezelius Director November 17, 1999
- ---------------------
Per Olof Ezelius
/s/ Arnold Wells Director November 17, 1999
- ---------------------
Arnold Wells
/s/ DuWayne Peterson Director November 17, 1999
- ---------------------
DuWayne J. Peterson
/s/ C. Rex Welton Director November 17, 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)
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)
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)
27 Financial Data Schedule
* 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.
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, INC.
1,150,531 Shares
common stock
-------------
PROSPECTUS
-------------
November 24, 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
November 18, 1999
IFS International, Inc.
Rensselaer Technology Park
300 Jordan Road
Troy, New York 12180
Re: Registration Statement on Form S-3 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-3 filed by the Company with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
covering an aggregate of 1,150,531 shares (the "Shares") of Common Stock, to be
issued upon conversion of notes and exercise of warrants (the"Unissued Shares").
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 Registration Statement, corporate
proceedings of the Company 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.
<PAGE>
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 Unissued Shares, when duly issued in accordance with the
respective agreements to which such Unissued Shares are subject, 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 and to the use of our name under the
caption "Legal Matters" in the prospectus forming a part of the Registration
Statement.
Very truly yours,
/s/ PARKER DURYEE ROSOFF & HAFT, P.C.
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the use in this Registration Statement on Form S-3
(Amendment #1) of our report dated July 2, 1999, except for Note 7, as to which
the date was August 11, 1999, relating to the consolidated financial statements
of IFS International, Inc. and subsidiaries, which is incorporated by reference
therein, and to the reference to our Firm under the caption "Experts" in the
Prospectus.
URBACH KAHN & WERLIN PC
Albany, New York
November 24, 1999
