U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended April 30, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to __________
Commission File Number 1-12687
IFS INTERNATIONAL HOLDINGS, INC.
(Formerly IFS International, Inc.)
(Name of small business issuer in its charter)
Delaware 13-3393646
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Rensselaer Technology Park, 300 Jordan Rd., Troy, NY 12180
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (518)283-7900
Securities registered under Section 12(b) of the Exchange Act:
Title of each class Name of each exchange on which registered
Common Stock, Boston Stock Exchange Redeemable
par value $.001 per share
Stock Purchase Warrants Boston Stock Exchange
Securities registered under Section 12(g) of the Exchange Act:
Title of each class Name of each exchange on which registered
Common Stock, Nasdaq National Market Redeemable
par value $.001 per share
Stock Purchase Warrants Nasdaq National Market
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes __X__ No____
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]
Issuer's revenues for its most recent fiscal year. $13,006,270
The aggregate market value of the Common Stock held by non-affiliates on August
31, 2000 was approximately $7,767,526.
As of September 8, 2000 there were 4,078,922 shares of IFS International
Holdings, Inc. Common Stock outstanding.
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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the use in this Registration Statement on Form S-3 (File
Nos. 333-66423, 333-88121 and 333-15653) of our report dated June 30, 2000
relating to the consolidated financial statements of IFS International Holdings,
Inc. and subsidiaries, which is incorporated by reference therein, and to the
reference to our Firm under the caption "Experts" in the Prospectuses.
URBACH KAHN & WERLIN LLP
Albany, New York
September 15, 2000
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ITEM 13. Financial Statements, Exhibits and Reports on Form 8-K
(1) Consolidated Financial Statements and Auditor's Report
See Index to Consolidated Financial Statements on Page F-1.
(2) Exhibits
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)
4.2 Form of certificate evidencing shares of Preferred Stock (1)
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.,
Assanzon Development Corporation, 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
Assanzon Development Corporation. (7)
4.14 Note And Warrant Purchase Agreement, dated July 2, 1999, between the
Company and Gilston Corporation, Ltd., Manchester Asset Management,
Ltd., and Assanzon Development Corporation. (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.
4.17 Warrant to purchase common stock dated as of February, 2000 between
IFS International Holdings, Inc. and Commonwealth Associates, L.P.
4.18 Warrant to purchase common stock dated as of February, 2000 between
IFS International Holdings, Inc. and Commonwealth Associates, L.P.
4.19 Securities Purchase Agreement dated March 23, 2000 between IFS
International Holdings, Inc. and the Shaar Fund.
4.20 Warrant Agreement dated March 23, 2000 between IFS International
Holdings, Inc. and the Shaar Fund.
4.21 Registration Rights Agreement dated March 23, 2000 between IFS
International Holdings, Inc. and the Shaar Fund.
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.
10.8d* Third amendment to Employment Agreement, dated as of March 9, 2000
between IFS International, Inc. and David L. Hodge.
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.
10.10d * Third amendment to Employment Agreement, dated as of March 9, 2000
between IFS International, Inc. and Simon J. Theobald.
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 NewYork. (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.
10.26Advisory Agreement dated as of January 25,2000 between IFS
International Holdings, Inc. and Commonwealth Associates, L.P.
10.27Agreement dated as of April 4, 2000 between IFS International
Holdings, Inc. and Frank Pascuito.
10.28* Consulting Agreement dated as of March 1, 1999 between IFS
International Holdings, Inc. and John P. Singleton.
10.29* Agreement for Services dated as of March 1, 1999 between IFS
International Holdings, Inc. and John P. Singleton.
10.29b * Amendment to Services Agreement dated as of January 31, 2000
between IFS International Holdings, Inc. and John P. Singleton.
10.29c * Second amendment to Services Agreement dated as of March 9, 2000
between IFS International Holdings, Inc. and John P. Singleton
21.1 Subsidiaries of the Company
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 document filed as an exhibit to the Company's Annual Report,
dated, April 30, 1999 and incorporated herein by reference.
(3) Reports on Form 8-K filed during the three months ended April 30, 2000:
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None
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SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
IFS INTERNATIONAL HOLDINGS, INC.
(Registrant)
Date: September 18, 2000 By: _______David L. Hodge______
David L. Hodge
President and CEO
