February 22, 2000
Securities and Exchange Commission
Washington D.C. 20549
Re: IFS International, Inc.
Amendment No. 1 to Registration Statement on Form S-3
File No. 333-88121
Filed on January 13, 2000
Dear Sir/Madam:
Set forth below are our responses to your letter of January 27, 2000
with respect to the above. The numbers correspond to the numbered comments of
your letter.
1. The Company has marked this amendment to note the changes from the
prior filing.
2. The comment of your letter has become moot as the sale of the shares
subject to the exercise of this warrant is now included in the
registration statement.
We wish, however, to provide additional information concerning the
relationship of the Company to MDB. MDB Capital paid $30,000 in consideration of
the purchase of the warrants in November 1998. The right to purchase the
warrants was included in an investment banking agreement dated November 6, 1998
between MDB and the Company. This agreement required MDB to provide advisory
services to the Company with respect to acquisition and financial planning,
capital structure issues, and the continued refinement of a business plan.
Compensation for services involving financing and acquisitions through MDB were
subject to separate negotiations. MDB never acted as an underwriter or placement
agent or brought any other transaction to the Company.
If you need any additional information please do not hesitate to
contact the undersigned.
Very truly yours,
PARKER DURYEE ROSOFF & HAFT
By:________________________
<PAGE>
As filed with the Securities and Exchange Commission on February 28, 2000
File No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
AMENDMENT 2
TO
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------
IFS INTERNATIONAL HOLDINGS, INC.
(Formerly 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
Title of Each Class of Offering Price Aggregate Offering Amount of
Securities to be Registered Amount to be Per Share(1) Price(1) Registration Fee
Registered (2)
- ------------------------------ -------------------- ------------------- ------------------------ ------------------
common stock, par value
<S> <C> <C> <C> <C>
$.001 per share 1,583,716 $2.12 $3,357,478 $934.00
Total Registration Fee $934.00
============================== ==================== =================== ======================== ==================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based upon the average of the low bid and high
asked prices of the common stock on The Nasdaq SmallCap Market on September
27, 1999.
(2) Paid at time of original filing, September 30, 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
1,583,716 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 1,583,716 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 February 25, 2000 was
$4.50.
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 February 28, 2000
<PAGE>
TABLE OF CONTENTS
Page
WHERE YOU CAN FIND MORE INFORMATION...........................................2
INTRODUCTION..................................................................3
RISK FACTORS..................................................................5
FORWARD-LOOKING STATEMENTS....................................................9
USE OF PROCEEDS..............................................................10
SELLING STOCKHOLDERS.........................................................10
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.
Quarterly Report on Form 10-QSB for quarter ended October 31, 1999.
You may request a copy of these filings, at no cost, by contacting the
Company at:
IFS International Holdings, Inc.
Rensselaer Technology Park
300 Jordan Road
Troy, New York 12180
Attn.: Carmen Pascuito
Tel. No. 518-283-7900
<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., 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.
RECENT DEVELOPMENTS
On December 6, 1999, the stockholders of the Company voted in favor of the
corporate name change to IFS International Holdings, Inc.
In October, 1999 we issued 1,051,716 shares of our common stock to Per Olof
Ezelius, one of our directors and president of our NCI subsidiary. The shares
were issued as additional contingent consideration pursuant to the terms of the
plan and merger agreement dated January 30, 1998. Mr. Ezelius may receive
additional contingent shares in future years based on the financial performance
of NCI through fiscal year 2001 pursuant to the plan and merger agreement.
<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 $185,289 for our
fiscal year ended April 30, 1999 and our six months ended October 31, 1999,
respectively. As of October 31, 1999, we had an accumulated deficit of
$4,398,397. There can be no assurance as to our future profitability.
We are dependent on revenues from foreign sources and are subject to the risks
of doing business abroad.
We derived approximately 67% and 90% of total revenues for the six month periods
ended October 31, 1998 and 1999, respectively, from the licensing of TPII
software products to customers outside the United States, primarily banks and
other financial institutions located primarily in emerging countries and former
Eastern Bloc nations. Foreign revenues generally are subject to certain risks,
including collection of accounts receivable, compliance with foreign regulatory
requirements, variability of foreign economic conditions and changing
restrictions imposed by United States export laws. To date, all foreign
customers have paid us in United States currency, but if future customers pay in
foreign currencies, we would be subject to fluctuations in exchange rates. There
can be no assurance that we will be able to continue to manage the risks related
to selling our services in foreign markets.
We are dependent on the electronic funds transfer and the bank automation
markets.
Our IFS subsidiary derives its revenues from sales for the electronic funds
market. Therefore, we are susceptible to adverse events in that market. For
example, a decrease in the number of electronic funds transfer transactions by
the general public or in spending by financial institutions for software for
electronic funds transfer and bank automation and related services could result
in a smaller overall market for electronic funds transfer software. These
factors, as well as others negatively affecting the electronic funds transfer
market, could have a material adverse effect on our financial condition and
results of operations.
<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 and the $600,000 line of
credit available to us will be sufficient to finance our working capital
requirements for the foreseeable future. The Company's estimate is based upon
its ability to obtain revenues from licensing agreements through our IFS
subsidiary as currently projected. The Company 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 common stock price may be adversely affected by our outstanding convertible
notes.
We have an outstanding convertible note with a principal amount of $1,075,000
which when converted into common stock may result in substantial dilution. These
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. Because the number of shares issued under the note 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 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. We have set forth the
number of our shares issuable upon conversion at market prices of $4.45 on
February 25, 2000 and at lower market prices, assuming in each case, all of the
notes are exercised:
Market Price Number of Shares
- ------------------- ----------------
$4.45 (current) 358,333
$3.33 (25% decline) 358,333
$1.11 (75% decline) 1,085,859
It is possible that the number of shares issuable violate NASDAQ policy
requiring shareholder approval of the issuance of 20% of the outstanding shares
without stockholder approval. This violation could lead to delisting of our
shares on NASDAQ. Provisions in the agreement prohibit the Note from being
converted if the conversion results in the issuance of twenty percent of the
outstanding shares.
Our market price may be affected by the issuance of shares pursuant to warrants,
options, and other rights.
As of this date, including our Public Warrants there were options and warrants
outstanding to purchase an aggregate of 5,966,689 shares of common stock,
including debentures and other rights to acquire shares of our common stock with
exercise prices ranging from $1.00 to $6.50 per share. This does not include the
obligation to issue shares of our common stock pursuant to convertible
promissory notes as described in the preceding risk factor. IFS issued the
convertible promissory notes in the amount of $1,075,000 which are convertible
into 358,333 shares of common stock, subject to adjustment based on current
market prices. In addition, we may be obligated to issue a substantial number of
shares based on the financial performance of NCI through fiscal year 2001 as
shares pursuant to an existing merger agreement. The issuance of all these
shares could have an adverse impact upon the market price of our common stock.
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 key and technical personnel.
Our success depends on the retention of our principal executives including David
Hodge, Frank Pascuito, Simon Theobald, John Singleton and Per Olof Ezelius, its
President and CEO, Executive Vice President, Chief Operating Officer, Chairman,
and President and CEO of NCI, a subsidiary of IFS, respectively. Most of our key
executives have employment or consulting agreements with us. We believe that our
future success also depends on its ability to attract and retain highly-skilled
technical, managerial and marketing personnel, including, in particular,
additional personnel in the areas of research and development, technical support
and project management. Competition for personnel is intense. There can be no
assurance that we will be successful in attracting and retaining the personnel
we require.
We may not be able to compete against our competitors, many of whom have greater
resources.
The development and marketing of software for financial institutions is highly
competitive. Many of our competitors have greater financial resources than we
do. In addition, many of the larger financial institutions have developed their
own systems internally. However, we believe our current products will continue
to be competitive based on cost and technology. TPII software products face
strong competition from proprietary (legacy) and UNIX-based software. In the
smart card market, other financial institutions and companies including certain
institutions and companies which have greater resources than us, have developed
and are developing their own smart card technology. We are unable to predict
which technology, if any, will become the industry standard.
NCI has limited direct competition with most of its legacy products as we are
unaware of any equivalent products offered by competitors. There are several
competitors for NCI's other products. The NCI Business Centre (TM) product
competes with major branch automation solution providers.
We may be adversely effected by technological change.
The market for software in general is characterized by rapid changes in computer
and software technology and is highly competitive with respect to the need for
timely product innovation and new product introductions. If, for example, the
UNIX operating system were no longer a significant operating system, we would be
adversely affected if we could not adapt TPII software products to whatever
operating system becomes dominant. We believe that our future success, of which
there can be no assurance, depends upon its success in enhancing the performance
of its current TPII software products, such as the ability for TPII to handle
higher volumes of card transactions and the adaptation of its software products
to smart card technology, and developing new software products that address the
increasingly complex needs of customers.
<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 our proprietary rights in
our software products. There can be no assurance that these provisions will be
adequate to protect such proprietary rights. In addition, the laws of certain
foreign countries do not protect intellectual property rights to the same extent
as the laws of the United States. Although we believe that our intellectual
property rights do not infringe upon the proprietary rights of third parties,
there can be no assurance that third parties will not assert infringement claims
against us.
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
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 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
Of the shares offered hereby by the selling stockholder, 1,083,716 shares are
presently issued and outstanding and the balance, or 500,000 shares, may be
issued pursuant to outstanding warrants.
One of the selling stockholders, Per Olof Ezelius, has acquired his 1,051,716
shares pursuant to a Plan and Merger Agreement entered into in January, 1998.
This agreement provided for the issuance of additional shares based on the
performance of our subsidiary acquired pursuant to that Plan and Merger
Agreement. All shares of Mr. Per Olof Ezelius offered were issued for
performance of this subsidiary in fiscal 1999. Mr. Ezelius is one of our
directors and also the president and chief executive officer of NCI, a
subsidiary of IFS.
Pollet Law acquired 32,000 shares of our common stock offered as payment for
professional services rendered.
The shares offered by MDB Capital LLC ("MDB") are subject to warrants to
purchase 300,000 shares sold to MDB in November, 1998 for $30,000. The right to
purchase the Warrants was included in an Investment Banking Agreement dated
November 6, 1998 between us and MDB. The Agreement required MDB, a
broker-dealer, to provide a wide array of advisory services including
acquisition, financing and strategic planning. Separate fees were to be
negotiated to MDB in the event it completed a financing or obtained an
acquisition. No financing or other transaction was completed by MDB for us.
Continental Capital and Equity Corporation has acquired 200,000 warrants
pursuant to an agreement as partial consideration for investment relations
services (see exhibit 4.15). Continental Capital is in the business of providing
investment relations services and financial public relations. They also assist
companies in composing and issuing press releases. The warrants are issued
pursuant to an exemption from Section 4(2) of the act. The shares subject to
these warrants are included in this registration statement.
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 Percent of Shares Percent of
Stockholder or Group Beneficially Shares Shares Beneficially Shares
Owned Outstanding Offered Owned Outstanding
- ---------------------------------------------- --------------- -------------- ------------- -------------- --------------
<S> <C> <C> <C> <C>
Pollet Law 32,000 1% 32,000 None -0-
Continental Capital & Equity Corporation 200,000 5% 200,000 None -0-
MDB Captial 300,000 7% 300,000 None -0-
Per Olof Ezelius 1,081,396 22% 1,051,716 29,680 1%
</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.
The above does not include 13,323 shares of common stock which are not
exercisable within 60 days of the date of this registration statement. 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>
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. 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 3,942,808 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 $934.00 *
Printing expenses 3,500.00 **
Legal fees and expenses 5,000.00 **
Accounting fees and expenses 1,000.00 **
Miscellaneous expenses 500.00 **
- --------------------------------- -------------
TOTAL $10,934.00
- --------------------------------- =============
- ------------
* Paid at time of original filing, September 30, 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.
<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 February 23, 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 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
- --------------------------------------------------------------------------------
/s/ David L. Hodge___________ President and
David L. Hodge Chief Executive Officer,
Director
(Principal Executive Officer) February 23, 2000
/s/ John P. Singleton__________ Chairman of the Board,
John P. Singleton Director February 23, 2000
/s/ Frank A. Pascuito_________ Executive Vice President,
Frank A Pascuito Director, Founder February 23, 2000
/s/ Simon J. Theobald_________ Chief Operating Officer,
Simon J. Theobald Director February 23, 2000
/s/ Carmen A. Pascuito________ CFO, Secretary and Controller February 23, 2000
Carmen A Pascuito
/s/ Per Olof Ezelius___________ Director February 23, 2000
Per Olof Ezelius
/s/ C. Rex Welton_____________ Director February 23, 2000
C. Rex Welton
/s/ DuWayne J. Peterson_______ Director February 23, 2000
DuWayne J. Peterson
- --------------------------------------------------------------------------------
<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)
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)
* Management contract or compensatory plan or arrangement. ** To be
filed by amendment.
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.
<PAGE>
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IFS INTERNATIONAL HOLDINGS, INC.
1,583,716 Shares
common stock
-------------
PROSPECTUS
-------------
February 28, 2000
- --------------------------------------------------------------------------------
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.
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the registration
statement of IFS International Holdings, Inc. on Form S-3 (File No. 333-66423)
of our report dated July 2, 1999, except for Note 7, as to which the date was
August 11, 1999, on our audits of the consolidated financial statements of IFS
International Holdings, Inc. (formerly IFS International, Inc.) and subsidiaries
as of April 30, 1999, and for the years ended April 30, 1999 and 1998, which
report is included in the Annual Report on Form 10-KSB.
URBACH KAHN & WERLIN PC
Albany, New York
February 24, 2000
