As filed with the Securities and Exchange Commission on August 8, 2000
File No. 333-86405
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
AMENDMENT 4
TO
FORM S-3
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(1) Per Share(2) Price(1) Registration Fee(3)
------------------------------ -------------------- ------------------- ------------------------ ------------------
common stock, par value
<S> <C> <C> <C> <C>
$.001 per share 1,150,531 $2.27 $2,611,705 $727.00
Total Registration Fee $727.00
============================== ==================== =================== ======================== ==================
</TABLE>
(1) 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.
(2) 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.
(3) Paid at time of original filing, September 2, 1999.
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 HOLDINGS, INC.
common stock
--------------
Stockholders of IFS International Holdings, Inc., named under the caption
"Selling Stockholders" 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 August 2, 2000 was $2.69.
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 August 8, 2000
<PAGE>
TABLE OF CONTENTS
Page
INTRODUCTION 2
RISK FACTORS 4
RECENT DEVELOPMENTS 9
WHERE YOU CAN FIND MORE INFORMATION 10
FORWARD-LOOKING STATEMENTS 11
USE OF PROCEEDS 11
SELLING STOCKHOLDERS 12
PLAN OF DISTRIBUTION 17
DESCRIPTION OF SECURITIES 19
LEGAL MATTERS 22
EXPERTS 22
<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 marketed under the name TPII which 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.
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 a. NCI
Business Centre a 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 a 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., and has again recently changed its name to IFS International Holdings,
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.
<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 losses in the future.
We had a net income of $36,176 and incurred a net loss of $703,907 for our
fiscal years ended April 30, 2000 and April 30, 1999, respectively. As of April
30, 2000, we had an accumulated deficit of $4,547,665. 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 81% and 82% of total revenues for the fiscal years
ended April 30, 2000 and 1999, respectively, from the licensing of software
products to customers outside the United States. 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 products and 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 be unable to grow and maintain our revenues if we have a need for
additional financing in the future, and are not able to obtain required funds.
We believe that anticipated cash flow from operations, recently received
proceeds from our sale of preferred shares and the $600,000 line of credit
available to us will be sufficient to finance our operating working capital
requirements for the foreseeable future. Our estimate is based upon our ability
to obtain revenues from licensing agreements through our operating subsidiaries,
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. Moreover, we may need additional financing if we
underestimate any new development projects or new business. In these events,
there can be no assurance that additional financing will be available on terms
acceptable to us or at all.
Our common stock price may decline and shareholders' percentage interest may be
reduced as a result of the conversion of our outstanding convertible notes and
Series B preferred stock.
We have convertible notes outstanding with a principal amount of $1,075,000 and
have recently issued 200,000 shares of convertible preferred stock. The
conversion of the notes and preferred stock into common stock may result in
substantial dilution and a reduction in the market price of our common stock.
The notes may be converted into shares of common stock at a price equal to the
lesser of (1) $3.00 per share or (2) 90% of market price as determined in the
agreement. Each share of the preferred stock is convertible into shares of
common stock calculated by dividing ten dollars ($10.00), by the lower of $5.44
or 90% of the then market value through March 23, 2001 (82% thereafter). Because
the number of shares issued under the note and the preferred stock is dependent
upon our market price, the lower the market price, the greater the number of
shares may be issued. The conversion of a significant number of convertible
notes or preferred shares may depress the price of our common stock. This in
turn would result in a lower conversion price and a greater number of shares
issued upon a subsequent conversion leading to possible further price declines
and the issuance of a significant number of shares of common stock. We have set
forth the number of our shares of common stock issuable upon conversion at
market prices of $2.54 on August 3, 2000 in separate tables for each of the
notes and preferred stock and at lower market prices, assuming in each case, all
of the securities are exercised:
<PAGE>
Number of Shares issuable
Market Price upon conversion of notes
$2.54 (current) 470,254
$1.91 (25% decline) 627,005
$0.64 (75% decline) 1,881,015
<TABLE>
Number of Shares issuable Number of Shares issuable
Upon conversion of Upon conversion of
Market Price preferred stock through 3/23/2001 preferred stock after 3/23/2001
<S> <C> <C> <C>
$ 2.54 (current) 874,891 960,246
$ 1.91 (25% decline) 1,166,521 1,280,328
$ 0.79 (75% decline) 3,499,563 3,840,983
</TABLE>
The market price of our common stock could decline as a result of the issuance
of common 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 6,806,909 shares of common stock,
including debentures and other rights to acquire shares of our common stock with
exercise prices ranging from $1.00 to $15.00 per share. This does not include
the obligation to issue shares of our common stock pursuant to convertible
promissory notes and convertible preferred stock as described in the preceding
risk factors. IFS issued the convertible promissory notes in the amount of
$1,075,000 which are convertible into 470,254 shares of common stock, subject to
adjustment based on current market prices. We also issued 200,000 shares of
Series B preferred stock which is convertible into 874,891 shares of our 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 and Global Insight Group through
fiscal year 2002 pursuant to existing merger agreements. The issuance of all
these shares could have an adverse impact upon the market price of our common
stock.
Our acquisition strategy involves numerous risks and challenges which may result
in dilution and possible losses.
We have expanded and will seek to continue to expand our operations through the
acquisition of additional businesses that complement our core skills and have
the potential to increase our overall value. Our future growth may depend, in
part, upon the continued success of our acquisition strategy. We may not be able
to successfully identify and acquire, on favorable terms, compatible businesses.
Acquisitions involve many risks, which could have a material adverse effect on
our business, financial condition and results of operations, including: acquired
businesses may not achieve anticipated revenues, earnings or cash flow;
integration of acquired businesses and technologies may not be successful and we
may not realize anticipated economic, operational and other benefits in a timely
manner, particularly if we acquire a business in a market in which we have a
limited or no current expertise; potential dilutive effect on our stockholders
from continued issuance of common stock as consideration for acquisitions;
adverse effect on net income of amortization expense related to goodwill and
other intangible assets and other acquisition-related charges, and disruption of
our existing business, distraction of management and other resources and
difficulty in maintaining our current business standards, controls and
procedures.
We are presently involved in litigation and claims which could result in
substantial losses and cash payment
We are involved in defending two claims for amounts in excess of $2,500,000 in
the aggregate. If we were to lose these actions the payment of the claims could
result in an adverse effect on both our liquidity and our net income. One of
these claims has been made by some of the sellers whose shares are subject to
this prospectus
Our revenues may decline if we do not expand 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.
Our common stock price may fluctuate because we may experience significant
fluctuation in quarterly revenues and operating results.
Quarterly revenues and operating results have fluctuated and will continue to
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 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, some of which
have greater resources than us, have developed or 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 a product competes
with major branch automation solution providers.
If the technology of the financial industry changes, our products may become
obsolete.
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 our success in enhancing the performance
of our current TPII software products, such as the ability for TPII to handle
higher volumes of card transactions and the adaptation of our software products
to smart card technology, and developing new software products that address the
increasingly complex needs of customers.
Our revenues may decline if our proprietary rights do not prevent others from
using our 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. If our proprietary rights do not prevent
others from using our technology, then we may face additional competition, and
our revenues may decline. 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.
RECENT DEVELOPMENTS
On May 22, 2000, we acquired certain assets of e-Point Technologies, a United
Kingdom company, for shares of our Common Stock having a market value of
$100,000. In connection with the acquisition, we retained three experienced
employees in the e-commerce business and acquired intellectual property which we
intend to combine with our technology for development of pre-paid cell phone and
related products.
<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, 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.
<PAGE>
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 and
Amendment thereto on Form 10-KSB/A dated February 25, 2000.
Annual Report on Form 10KSB for fiscal year 2000
Quarterly Report on Form 10-QSB for quarter ended July 31, 1999.
Quarterly Report on Form 10-QSB for quarter ended October 31, 1999.
Quarterly Report on Form 10-QSB for quarter ended January 31, 2000.
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
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.
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 a by a significant number of new
customers.
o Integration and success of acquisitions.
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. Any
proceeds received upon exercise of warrants will be utilized as working capital.
SELLING STOCKHOLDERS
Purchase by Selling Stockholders
On July 6, 1999, we entered into a note and warrant purchase Agreement with
several purchasers, each a selling stockholder. Pursuant to the agreement, we
sold an aggregate of $1,000,000 principal amount of notes to the purchasers.
Each purchaser received warrants described below to purchase 10,000 shares of
our common stock for each $100,000 principal amount of notes purchased or a
total of warrants to purchase 100,000 shares.
Pursuant to a note and warrant purchase agreement, we paid Gilston Corporation,
Ltd., one of the purchasers, $25,000, we issued a note in the principal amount
of $50,000 and warrants to purchase 50,000 shares. We also issued to Colebrooke
Capital, Inc., (as provided in the agreement) a selling stockholder but not a
purchaser, a note in the principal amount of $25,000 and warrants to purchase
50,000 of our shares of common stock. The cash and principal amount of these
notes constitute ten percent of the gross proceeds of our private sale. We also
paid Gilston an additional $10,000 (1% of gross proceeds) for expenses and
reimbursed them $25,000 for additional expenses. We have been advised that the
additional consideration was for Gilston's structuring and negotiation of the
transaction on behalf of the purchasers and that Gilston directed that a portion
of the shares be issued to Colebrooke because Colebrooke introduced Gilston to
us. Colebrooke has previously entered into an agreement with us pursuant to
which Colebrooke would provide advice to us concerning possible financing and
acquisitions. It received a fee and would receive additional fees based on any
financing or acquisition. In this instance we paid no fee to Colebrooke pursuant
to our agreement with it.
Gilston is not a registered broker-dealer and we are advised that it does not
believe its action in this transaction requires registration. Gilston has
advised us that it does not hold itself out as a broker-dealer and does not
provide services to others which may generally be considered broker-dealer
services. It has advised us that it has not provided services to others in
connection with private placements including services in structuring and
negotiating a placement. Nevertheless, the staff of the Securities and Exchange
Commission has advised us that it believes that because Gilston structured and
negotiated the private offering and received transaction based compensation
broker-dealer registration may have been required. Section 29(b) of the Exchange
Act provides a private right of action to void any contracts, the performance of
which involves the violation of any provision of the Exchange Act. Therefore, if
it is determined that Gilston's actions' required it to be a broker-dealer, we
may be subject to claims, including claims of rescission by the purchasers.
Moreover, a shareholder might institute a derivative action to void the issuance
of all the convertible notes and warrants issued in the July, 1999 placement.
The July, 1999 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. At the time
of the sale, the purchasers also entered into a registration rights agreement
which required us to register the resale by holders of underlying shares subject
to warrant or convertible note. We are to bear the costs and expenses of this
registration statement and are required to keep the registration statement
effective until the securities are sold. The agreement requires us to use our
best efforts to cause the registration statement to become effective. If the
registration statement is not effective within four months after the sale, we
may be liable for damages. The selling stockholders have alleged damages in the
minimum amount of $175,000 because of alleged delays in completing registration
of their securities. They have also claimed we breached the agreement with them
by filing other registration statements. We believe the claim is without merit
as the delay in registering the underlying common shares was caused by
unresolved questions concerning these securityholders and their inability to
timely provide accurate information to us in connection with the registration
statement. The selling stockholders are offering for sale the shares of our
common stock that these persons have a right to acquire upon conversion of the
convertible promissory notes and upon exercise of the warrants issued with the
notes.
Securities Acquired
Warrants
The warrants are exercisable at a price of $3.07 per share during the five year
period ending on July 6, 2004. If we sell shares below the exercise price of the
warrants then we are obligated to reduce the warrant price. This adjustment
generally does not apply to warrants and other convertible securities issued
prior to the date of purchase to the holders.
Convertible Notes
General
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. We have a right to redeem the notes in certain circumstances at
redemption prices ranging from 107% of the principal amount of notes to 119% of
the principal amount, plus any accrued but unpaid interest. 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 aforesaid minimum amount of $3.00 per
share may be reduced if we, with some exceptions, issue securities for
consideration below $3.00. The convertible notes may be converted at a price
related to market. Therefore, the lower the market price the greater the number
of shares which may be issued. This in turn may depress the price of stock
significantly leading to a lower conversion price and the introduction of short
selling all of which further depress the stock price and could lead to
significant dilution. The outstanding convertible notes may be convert at a
floating rate based on a discount to the market price of the common stock. As a
result, the lower the stock price at the time of conversion, the more shares the
selling stockholder receives and the greater the dilution to us. The possible
adverse effect of the foregoing is discussed below.
Partial Conversion. To the extent the selling stockholders convert and
then sell their common stock, the common stock price may decrease due
to the additional shares in the market. This could allow the selling
shareholders to convert their convertible notes into greater amounts of
common stock, the sale of which would further depress the stock price.
Downward Pressure by Holders and Unrelated Short Sales. The significant
downward pressure on the price of the common stock as the selling
stockholders convert and sell material amounts of common stock could
encourage short sales by the selling shareholders or others. This could
place further downward pressure on the price of the common stock.
Substantial Dilution. The conversion of the convertible notes may
result in substantial dilution to the interests of other holders of
common stock since each holder of convertible notes may ultimately
convert and sell the full amount issuable on conversion.
The conversion feature is illustrated by the following table:
Shares Issuable Percentage of
Market Price Conversion Price Upon Conversion Outstanding Shares
$3.50 $3.00 358,333 8.4%
$2.50 $2.25 477,778 10.4%
$1.50 $1.35 796,296 16.2%
$1.00 $.90 1,194,444 22.5%
<PAGE>
Information Concerning Selling Stockholders
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-
Charlotte House
Charlotte Street
Nassau, Bahamas
Assanzon Development Corp 459,840 10% 459,840 None -0-
3501 Bamboo Grove
76 Kennedy Road
Mid-levels, Hong Kong
Manchester Asset Management 229,920 5% 229,920 None -0-
Charlotte House
Charlotte Street
Nassau, Bahamas
Colebrooke Capital, Inc. 106,117 3% 106,117 None -0-
11 East 44th Street
Fourteenth Floor
New York, New York 10017
---------------------------------- ---------------- ------------------- ----------- -------------- ------------------
</TABLE>
Assanzon is organized under the laws of Hong Kong and is an investment vehicle
of Alan Woods, an Australian citizen residing in Hong Kong. Each of Gilston and
Manchester is organized in the Bahamas. Ms. Deidre M. McCoy and Anthony L. M.
Inder Rieden exercise control over Gilston and Manchester respectively.
Colebrooke is incorporated in the state of New York. Each of Assanzon, Gilston
and Manchester is an institutional investor and its principal business is
investing in public and private securities issued by companies in the United
States, Canada, Europe and Latin America. Assanzon also invests in Asian
companies. Colebrooke advises private companies regarding acquisitions,
strategic planning and financing. Mr. Sean C. Kenlon exercises control over
Colebrooke. All information concerning the selling shareholders has been
provided by a representative of the respective selling shareholder.
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 the 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 Corporation, Ltd. 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 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.
<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. However,
they may not do so for a short position created prior to the date of this
prospectus because such a transaction may be deemed a sale of registered
securities.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 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.
<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 4,066,491 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 therefore. 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. All of the then
outstanding shares of the preferred stock were converted to common stock on
April 1, 1999. 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.
The Company has recently authorized and issued 200,000 shares of its newly
created Series B preferred stock having the terms set forth below;
o Liquidation Preferences. Upon liquidation the Series B preferred stock
has a preference of $11.50 per share plus the amount of accrued and
unpaid dividends before any distributions to holders of junior
securities. At the election of the holders of Series B preferred stock
certain changes relating to us may be deemed to be a liquidation for
the purposes of Series B preferred stock entitling the holder to
receive an amounts equal to the liquidator preference. These changes
include a merger in which we are not the survivor or a transaction in
which 50% of the voting power of IFS is disposed of.
o Dividend. Each holder is entitled to receive a $.50 per annum dividend
payable in quarterly installments as declared by the board of
directors out of funds legally available thereof. We may issue shares
at market value in lieu of a cash.
o Conversion. Each share of the preferred stock is convertible into
shares of common stock calculated by dividing ten dollars ($10.00), by
the lower of $5.44 or 90% of the then market value through March 23,
2001 (82% thereafter). If the Company's shares are not listed on
NASDAQ then the shares are convertible at the lower of $5.44 or 65% of
current market.
o Redemption. Provided our market price is $7.00 or greater we may
redeem the Series B preferred stock at $6.00 per share until December
24, 2000 and thereafter at $6.25 per share plus accrued dividend.
o Voting rights. The holder of the Series B preferred stock have no
rights except as otherwise provided by Delaware law or with respect to
any matter which may adversely effect the rights of holder Series B
preferred stock.
o Additional Rights. We may not issue any shares senior to the Series B
preferred stock.
Public Warrants
The following description of the warrants is qualified by reference to
the warrant agreement, dated February 21, 1997, between IFS, American Stock
Transfer & Trust Company and Duke & Company, a prior underwriter.
Each warrant now entitles the registered holder to purchase one and
thirty three hundredths (1.33) shares of common stock at a price of $6.25 per
warrant (or $4.71 per share).
The warrants are redeemable by IFS, with the prior consent of Duke, at
a price of $.10 per warrant, provided that the last sale price of the common
stock, for a period of 20 consecutive days trading of the common stock ending
not more than three days prior to the date of any redemption notice equals or
exceeds at least $8.80 per share, subject to adjustment. The warrants shall be
exercisable until the close of the business day preceding the date fixed for
redemption. Any notice of redemption will be mailed between thirty (30) days,
and forty-five (45) days prior to the redemption date. Since Duke is no longer
in business, we have taken the position that the consent of Duke is no longer
required.
The exercise price of the warrants and the number of shares of common
stock or other securities and property issuable upon exercise of the warrants
are subject to adjustment in certain circumstances, including stock dividends
on, or a stock split, subdivision, combination or recapitalization of the common
stock, and will also be subject to adjustment upon the sale or issuance of
common stock or securities convertible into or exchangeable for common stock at
less than $6.25 per 1.33 shares (or $4.71 per share), except in certain
circumstances.
No fractional shares will be issued upon exercise of the warrants.
However, if a warrantholder exercises all warrants then owned of record by him
or her, we will pay to that warrantholder, in lieu of the issuance of any
fractional share which is otherwise issuable, an amount in cash based on the
market value of the common stock on the last trading day prior to the exercise
date.
<PAGE>
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 and Warrant Agent
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, 2000, 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 7,000.00 **
Accounting fees and expenses 500.00 **
Miscellaneous expenses 500.00 **
-------------------
TOTAL $10,227.00
===================
------------
* Paid at time of original filing, September 2, 1999.
** Estimated
Item 15. 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 16. Exhibits and Financial Statement Schedules.
See Exhibit Index
<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 August 8, 2000.
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 John P. Singleton 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.
<PAGE>
Signature Title Date
--------------------- --------------------------------- --------------
President and Chief Executive
Officer, Director (Principal
/s/ David L. Hodge Executive Officer) August 8, 2000
---------------------
David L. Hodge
/s/ John P. Singleton Chairman of the Board, Director August 8, 2000
---------------------
John P. Singleton
/s/ Frank A. Pascuito Director August 8, 2000
---------------------
Frank A. Pascuito
/s/ Simon J. Theobald Director, Executive Vice President August 8, 2000
---------------------
Simon J. Theobald
/s/ Carmen A. Pascuito CFO, Secretary and Controller August 8, 2000
---------------------
Carmen A. Pascuito
/s/ Per Olof Ezelius Director August 8, 2000
---------------------
Per Olof Ezelius
/s/ DuWayne J. Peterson Director August 8, 2000
---------------------
DuWayne J. Peterson
/s/ C. Rex Welton Director August 8, 2000
---------------------
C. Rex Welton
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
3.1 Certificate of Incorporation and amendments thereto of the Company (1)
(8)
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)
4.16 Warrant to purchase common stock dated as of February, 2000 between
IFS International Holdings, Inc. and Commonwealth Associates, L.P.
(10)
4.17 Warrant to purchase common stock dated as of February, 2000 between
IFS International Holdings, Inc. and Commonwealth Associates, L.P.
(10)
4.18 Warrant to purchase common stock dated as of February, 2000 between
IFS International Holdings, Inc. and Commonwealth Associates, L.P.
(10)
4.19 Securities Purchase Agreement dated March 23, 2000 between IFS
International Holdings, Inc. and the Shaar Fund. (10)
4.20 Warrant Agreement dated March 23, 2000 between IFS International
Holdings, Inc. and the Shaar Fund. (10)
4.21 Registration Rights Agreement dated March 23, 2000 between IFS
International Holdings, Inc. and the Shaar Fund. (10)
5.1 Opinion of Parker Duryee Rosoff & Haft A Professional Corporation (9)
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)
10.8c* Second amendment to Employment Agreement, dated as of January 31,
2000 between IFS International, Inc. and David L. Hodge. (10)
10.8d* Third amendment to Employment Agreement, dated as of March 9, 2000
between IFS International, Inc. and David L. Hodge. (10)
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)
10.10c * Second amendment to Employment Agreement, dated as of January 31,
2000 between IFS International, Inc. and Simon J. Theobald. (10)
10.10d* Third amendment to Employment Agreement, dated as of March 9, 2000
between IFS International, Inc. and Simon J. Theobald. (10)
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)
10.25Stock Purchase Agreement dated as of December 6, 1999 between IFS
International, Inc. and Global Insight Group, Ltd. (10)
10.26Advisory Agreement dated as of January 25,2000 between IFS
International Holdings, Inc. and Commonwealth Associates, L.P. (10)
10.27Agreement dated as of April 4, 2000 between IFS International
Holdings, Inc. and Frank Pascuito. (10)
10.28* Consulting Agreement dated as of March 1, 1999 between IFS
International Holdings, Inc. and John P. Singleton. (10)
10.29* Agreement for Services dated as of March 1, 1999 between IFS
International Holdings, Inc. and John P. Singleton. (10)
10.29b* Amendment to Services Agreement dated as of January 31, 2000
between IFS International Holdings, Inc. and John P. Singleton. (10)
10.29c * Second amendment to Services Agreement dated as of March 9, 2000
between IFS International Holdings, Inc. and John P. Singleton (10)
10.30Asset Purchase Agreement dated as of May 22, 2000 between IFS
International Holdings, Inc. and On-Point Technology Systems, Inc.
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) (9)
* 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.
8 Denotes document filed as an exhibit to the Company's Proxy Statement,
dated October 28, 1999 and incorporated herein by reference.
9 Denotes document filed as an exhibit to the Company's Amendment on
Form S-3, dated March 9, 2000 and incorporated herein by reference.
10 Denotes documents filed as an exhibit to the Company's annual report
on Form 10-KSB, for the year ended April 30, 2000 and incorporated
herein by reference.
<PAGE>
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IFS INTERNATIONAL HOLDINGS, INC.
1,150,531 Shares
common stock
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PROSPECTUS
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August 7, 2000
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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.
