--------------------------------------------------------------------------------
As filed with the Securities and Exchange Commission on October 3, 2000
File No. 333-39190
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM S-3/A
Amendment No.1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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IFS INTERNATIONAL HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 13-3393646
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Rensselaer Technology Park
300 Jordan Road
Troy, New York 12180
(518) 283-7900
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
DAVID L. HODGE, Chief Executive Officer
Rensselaer Technology Park
300 Jordan Road
Troy, New York 12180
(518) 283-7900
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------
Copies to:
MICHAEL D. DIGIOVANNA, ESQ.
PARKER DURYEE ROSOFF & HAFT
529 Fifth Avenue
New York, New York 10017-4608
(212) 599-0500
Approximate date of proposed sale to the public: From time to time after the
effective date of this Registration Statement.
<PAGE>
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
============================== ==================== =================== ======================== ==================
Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Offering Price Aggregate Offering Amount of
Securities to be Registered Registered Per Share Price Registration Fee*
------------------------------ -------------------- ------------------- ------------------------ ------------------
common stock, par value
<S> <C> <C> <C> <C>
$.001 per share 1,050,000 $3.43 $3,601,500 $951.00
Total Registration Fee $951.00
============================== ==================== =================== ======================== ==================
</TABLE>
*previously paid
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
1,050,000 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 1,050,000 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 October 2, 2000 was $2.13.
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 October 3, 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.
An EFT (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). An EFT System typically consists of one or more
of the following facilities in various configurations: automatic teller
machines, point of sale terminals, a host computer of the financial institution
and regional, national and international networks, such as MasterCard/CIRRUS,
NYCE, MAC, EUROPAY or Visa/PLUS. TPII software products primarily route and
authorize the processing of transactions through an EFT System.
Our IFS subsidiary derives revenues principally from the licensing of its family
of software products which consists of TPII, TP-CMS and PosPay. A substantial
portion of such revenues are generated by licensing through or to computer
manufacturers, which incorporate TPII, TP-CMS and PosPay software products into
a turnkey system installed at a financial institution. For our clients we
prepare functional specifications, customize and install our software products
and train the financial institution's personnel in the use of the products.
TPII is IFS' family of open architecture software products for payment card
ATM/EFTPOS terminal management, payment card authorization, domestic and
international transaction switching and management information. The product
supports magnetic stripe, Chip and Stored Value Card reloads, and utilizes
Oracle's RDBMS technology to meet customers' business requirements.
TPII software is offered in separate modules which perform different functions,
including (i) interfacing with ATMs (Automated Teller Machines), POS (Point of
Sale) terminals, a financial institution's host computer and financial networks,
(ii) updating credit and debit card information, (iii) providing stand-in
authorization for transactions when the financial institution's host computer is
not operating, (iv) computing fees for processed transactions (v) generating
reports, and (vi) processing smart card transactions. The TPII software products
are typically installed at the financial institution's main processing facility.
TPII software is also capable of managing EFT 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.
TP-CMS is one of IFS' newest addition to our product portfolio. TP-CMS has been
installed at its first location and is being marketed worldwide. The product is
an open architecture payment card management solution for credit, debit,
electronic purse cards and biometric identification. Incorporating the latest
technologies available for information management, TP-CMS enables IFS to provide
a complete migration of a bank's payment card systems to state-of-the-art
solutions. Presently, there are several financial institutions that have
contracted to have TP-CMS implemented in conjunction with TPII.
PosPay is a fully secure, end-to-end Internet payment solution. IFS, in
conjunction with an E-commerce payment gateway company, has developed PosPay,
which will be available to clients around the world. PosPay is being developed
for use in electronic payments to the banking system via the Internet. PosPay is
also being developed to handle high volume e-commerce transactions and also to
provide banking standard security via the Internet.
NCI provides bank platform automation and networking solutions to large
financial institutions worldwide. NCI released its newest product line, NCI
Business Centre(TM), in August 1999 with pilot implementations at two US banks.
NCI Business Centre(TM) is an all web and browser-based solution that provides a
single application and technology to automate business functions across any
business channel in a bank, namely CRM, teller, platform sales and service, call
center, and Internet banking. Cost of ownership, reusability of business
functions across multiple channels, and a single technology for both Intranet
and Internet based networks are several of the advantages we believe customers
achieve with NCI's innovative application solution, combined with Microsoft
Windows DNA-fs technologies. Since this product's initial release, NCI has
developed a comprehensive, customer relationship management business channel
product, that is scheduled for production availability in November 2000.
We were incorporated in Delaware in September 1986 under the name Wellsway
Ventures, Inc. Wellsway 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.
For the fiscal years ended, April 30, 2000 and April 30, 1999, we had a net
income of $36,176 and a net loss of $703,907 respectively. We incurred a net
loss of $786,139 for the three months ended July 31, 2000. As of July 31, 2000,
we had an accumulated deficit of $5,333,804. 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. We derived approximately 61% of
total revenues for the three months ended July 31, 2000 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.
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,
Series 2000 preferred stock and Series B preferred stock.
We have convertible notes outstanding with a remaining principal amount of
$975,000 and have recently issued 200,000 shares of Series B convertible
preferred stock. $100,000 of the convertible notes and related interest were
recently converted into 53,060 shares of our common stock. The conversion of the
remaining notes and the Series B 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 Series B 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 Series B 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 Series B 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 $2.13 on September 22, 2000 in
separate tables for each of the notes and Series B preferred stock and at lower
market prices, assuming in each case, all of the securities are exercised:
Number of Shares issuable
Market Price upon conversion of notes
$2.13 (current) 508,607
$1.60 (25% decline) 677,083
$0.53 (75% decline) 2,044,025
Number of Shares issuable Number of Shares issuable
upon conversion of Series B upon conversion of Series B
Market Price preferred stock through preferred stock after
3/23/2001 3/23/2001
$ 2.13 (current) 1,044,000 1,146,000
$ 1.60 (25% decline) 1,388,000 1,524,000
$ 0.53 (75% decline) 4,192,000 4,602,000
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 7,971,301 shares of 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 factor. In addition, we may be obligated to issue a substantial number of
shares based on the financial performance of Global Insight Group through fiscal
year 2002 pursuant to existing merger agreements. A substantial portion of our
warrants, are also subject to anti-dilution provisions, which will result in a
substantial issuance of a number of additional shares of common stock. 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 payments.
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.
Our revenues may decline if we do not expand our customer base.
We receive additional revenues from existing customers as a result of providing
on-going 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(TM) 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
We are presently conducting a private placement of our securities that commenced
in August, 2000, and may be extended to December 2000. The placement includes
units of our securities consisting of one share of a newly authorized
convertible preferred stock and a warrant to purchase one share of common stock.
An aggregate of 4,000,000 units are being offered at a price of $2.50 per unit
or total of $10,000,000 if all the units are sold. As of September 11, 2000,
539,994 units we sold and we received gross proceeds of $1,349,985. We also are
required to issue warrants to the placement agent to acquire a number of units
equal to 15% of the units sold pursuant to the offering.
In September, 2000, we issued 585,511 shares of our common stock to Per Olof
Ezelius, a Director of the Company and President and CEO of NCI, Inc. The shares
were issued as additional contingent consideration pursuant to the terms of a
Plan and Merger Agreement dated January 30, 1998. The number of shares was in
excess of the number of shares Mr. Ezelius would otherwise been entitled to
receive. The consideration for such additional shares was the surrender by Mr.
Ezelius of all rights to receive additional shares pursuant to the Plan and
Merger Agreement and related agreements.
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.
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 the fiscal year ending April 30, 2000
Quarterly Report on Form 10-QSB for quarter ending July 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(TM) 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
On March 24, 2000 pursuant to a securities purchase agreement, the Shaar Fund,
the selling stockholder, purchased 200,000 shares of our Series B 5% convertible
preferred stock and warrants to purchase 200,000 shares of our common stock.
Proceeds from the sale were $1,960,000, net of $40,000 attributable to expenses
of the purchaser. Each share of 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, 2000 (82% thereafter). The
preferred shares automatically convert on March 23, 2003. The preferred stock is
subject to a five (5%) percent annual dividend payable quarterly in cash or
shares of our common stock. For further information concerning the terms of the
preferred stock, see "Description of Securities".
The warrant is exercisable for a three year period at an exercise price of $5.44
per share. The warrant is subject to adjust upon stock dividend, stock split or
dividend and reorganization and reclassification of securities. The price will
be adjusted up or down and the number of shares will increase or decrease upon a
split.
We are obligated to issue to a finder, warrants to purchase 100,000 shares of
common stock. The exercise prices are as follows: 33,333 shares at 135% of the
closing price the day of closing, 33,333 at $8.75 per share, and 33,334 at
$10.75 per share. We also paid $90,000 to the finder in connection with the
transaction.
Under the terms of the securities purchase agreement, the Shaar Fund was granted
a three year right of first refusal to participate in future offerings of our
securities. The agreement also prohibits us from the issuing any other security
with a floating conversion ratio without consent from the fund.
At the time we entered into the securities purchase agreement with Shaar Fund we
also entered into a registration rights agreement with the fund. This agreement
required us to register the resale by the fund of shares issued pursuant to the
conversion of series B preferred shares or exercise of the warrants or
declaration of dividends within 180 days of closing. The registration statement
is to be at our expense. The registration statement, of which this prospectus is
a part, is filed pursuant to this agreement.
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-----
-------------------------------------- -------------- ---------------- --------- ------------ ---------------
Shares Percent of Shares Shares Percent of
Identity of Beneficially Shares Offered Beneficially Shares
Stockholder or Group Owned Outstanding Owned Outstanding
<S> <C> <C> <C> <C> <C>
The Shaar Fund 1,050,000 20% 1,050,000 None -0-
</TABLE>
PLAN OF DISTRIBUTION
Sale of the shares may be made from time to time by the selling stockholders, or
subject to applicable law, by pledgees, donees, distributees, transferees or
other successors in interest. These sales may be made:
o on the over-the-counter market
o on foreign securities exchange
o in privately negotiated transactions or otherwise
o in a combination of transactions at prices and terms then prevailing
o at prices related to the then current market price
o at privately negotiated prices
In addition, any shares covered by this prospectus which qualify for sale
pursuant to Section 4(1) of the Securities Act or Rule 144 promulgated
thereunder may be sold under such provisions rather than pursuant to this
Prospectus. Without limiting the generality of the foregoing, the shares may be
sold in one or more of the following types of transactions.
o A block trade in which the broker-dealer so engaged will attempt to
sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction purchases by a broker
or dealer as principal and resale by such broker or dealer for its
account pursuant to this Prospectus;
o an exchange distribution in accordance with the rules of such
exchange;
o ordinary brokerage transactions and transactions in which the broker
solicits purchasers; and
o face to face transactions between sellers and purchasers without a
broker dealer. In effecting sales, brokers or dealers engaged by the
selling stockholders may arrange for other brokers or dealers to
participate in the resales.
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.
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 4,777,301 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 up, 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. 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.
In March 2000 we authorized and issued 200,000 shares of Series B 5% Convertible
Preferred Stock.
Series B Preferred Stock
The Company has authorized and issued 200,000 shares of its 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.
Series 2000-1 Preferred Stock
We have also recently authorized 6,500,000 shares of Series 2000-1 preferred
stock. Upon liquidation, the Series 2000-1 preferred stock has a preference of
$2.50 per share. This amount plus the liquidation preferences of the Series B
Convertible preferred stock must be paid before any distributions to holders of
junior securities. If the assets of the Company upon liquidation are
insufficient to pay the entire liquidation preference of the Series 2000-1
preferred stock and the Series B preferred stock then holders of Series 2000-1
preferred stock shall receive a pro-rata portion of the assets available for
distribution in the same proportion as liquidation preference of the Series
2000-1 preferred stock bears to the aggregate liquidation preference of both
series.
Each share of the Series 2000-1 preferred stock is convertible into a number of
shares of our common stock as determined at each Closing based on the following
conversion formula (the "Conversion Formula"): (i) $2.50 divided by (ii) the
market closing price of the Company's common stock one day prior to each
Closing, plus $.125, at any time, at the option of the holder, subject to a
market closing price floor of $2.25 per share. For instance, if at a specific
closing, the prior day's market closing price of the Company's common stock is
$2.25, each share of the Series 2000-1 preferred stock would convert into 1.05
shares of common stock based on the following Conversion Formula: $2.50/($2.25 +
$.125). Alternatively, if, at a specific closing, the prior day's market closing
price of the Company's common stock is $2.75, each share of the Series 2000-1
preferred stock would convert into 0.87 shares of common stock based on the
following Conversion Formula: $2.50/($2.75 + $.125). The number of shares are
subject to adjustment for fundamental corporate changes. The shares are not
redeemable for the first three years after the Final Closing. Thereafter, they
are redeemable at $2.50 per share upon 30 days notice during which period the
shares may be convertible into shares of common stock.
The holder of the Series 2000-1 preferred stock have no voting rights except as
otherwise provided by Delaware law or with respect to any matter which may
adversely effect the rights of holder Series 2000-1 preferred stock. We may not
issue any shares senior to the Series 2000-1 preferred stock. Dividends will be
payable when, as and if declared by our Board of Directors, No dividends will
accrue unless declared by our Board of Directors. The shares of Series 2000-1
preferred stock will be issued in sub-series. The only variation between the
different sub-series will be the conversion price, as determined by the closing
price at each Closing, as set forth above. For purposes of this Memorandum,
Series 2000-1 preferred stock shall include all the sub-series.
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 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.
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 LLP, 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 $951.00
Printing expenses 3,500.00 **
Legal fees and expenses 7,000.00 **
Accounting fees and expenses 500.00 **
Miscellaneous expenses 500.00 **
-------------------
TOTAL $12,451.00
===================
------------
** 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
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 October 3, 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 mendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and the documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates stated.
Signature Title Date
--------------------- --------------------------------- --------------
President and Chief Executive
Officer, Director (Principal
/s/ David L. Hodge Executive Officer) October 3, 2000
---------------------
David L. Hodge
/s/ John P. Singleton Chairman of the Board, Director October 3, 2000
---------------------
John P. Singleton
/s/ Frank A. Pascuito Director October 3, 2000
---------------------
Frank A. Pascuito
/s/ Simon J. Theobald Director, Executive Vice President October 3, 2000
---------------------
Simon J. Theobald
/s/ Carmen A. Pascuito CFO, Secretary October 3, 2000
---------------------
Carmen A. Pascuito
/s/ Per Olof Ezelius Director October 3, 2000
---------------------
Per Olof Ezelius
/s/ DuWayne J. Peterson Director October 3, 2000
---------------------
DuWayne J. Peterson
/s/ C. Rex Welton Director October 3, 2000
---------------------
C. Rex Welton
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
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 (3)
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. (4)
4.10 Investment Banking Agreement, dated November 6, 1998, between the
Company and MDB Capital Group LLC. (4)
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. (4)
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. (4)
4.13 Registration Rights Agreement, dated July 2, 1999, between the Company
and Gilston Corporation, Ltd., Manchester Asset Management, Ltd., and
Headwaters Capital. (4)
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. (4)
4.15 Market Access Program Marketing Agreement, dated as of April 29, 1999,
between the Company and Continental Capital & Equity Corporation. (4)
4.16 Warrant to purchase common stock dated as of February, 2000 between
IFS International Holdings, Inc. and Commonwealth Associates, L.P.
(6)
4.17 Warrant to purchase common stock dated as of February, 2000 between
IFS International Holdings, Inc. and Commonwealth Associates, L.P.
(6)
4.18 Warrant to purchase common stock dated as of February, 2000 between
IFS International Holdings, Inc. and Commonwealth Associates, L.P.
(6)
4.19 Securities Purchase Agreement dated March 23, 2000 between IFS
International Holdings, Inc. and the Shaar Fund. (6)
4.20 Warrant Agreement dated March 23, 2000 between IFS International
Holdings, Inc. and the Shaar Fund. (6)
4.21 Registration Rights Agreement dated March 23, 2000 between IFS
International Holdings, Inc. and the Shaar Fund. (6)
5.1 Opinion of Parker Duryee Rosoff & Haft A Professional Corporation (5)
23.1 Consent of Urbach Kahn & Werlin LLP
23.2 Consent of Parker Duryee Rosoff & Haft (included in Exhibit 5.1) (5)
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 Proxy Statement,
dated February 1, 1999 and incorporated herein by reference.
4 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.
5 Denotes document filed as an exhibit to the Company's Amendment on
Form S-3, dated March 9, 2000 and incorporated herein by reference.
6 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.
--------------------------------------------------------------------------------
IFS INTERNATIONAL HOLDINGS, INC.
1,050,000 Shares
common stock
-------------
PROSPECTUS
-------------
October 3, 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.
