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As filed with the Securities and Exchange Commission on October 16, 1996
Registration No.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Visitors Services International Corp.
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(Exact name of registrant as specified in its charter)
Florida 59-2773602
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
100 Second Avenue South, Suite 1000, St. Petersburg, Florida 33701
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(Address of Principal Executive Offices) (Zip Code)
Employee Benefit and Consulting Services Compensation Plan
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(Full title of the plan)
Robert P. Gordon, 100 Second Avenue South, Suite 1000, St.
Petersburg, Florida 33701
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(Name and address of agent for service)
(813) 895-4410
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered per share price registration fee (1)
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<S> <C> <C> <C> <C>
Common Stock, 3,600,000 $.01 $36,000.00 $100.00
$.0001 Par Value (2)
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TOTALS 3,600,000 $36,000.00 $100.00
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(1) The fee with respect to these shares has been calculated pursuant to Rule
457 of Regulation C under the Securities
Act of 1933, as amended, and based upon the average of the bid and asked
price per share of the Registrant's common stock on a date within five (5)
days prior to the date of filing of this Registration Statement, as
reported on the National Association of Securities Dealers, Inc.'s
Electronic Bulletin Board. The registrant is paying the minimum
registration fee required.
(2) To be issued, at the sole discretion of the Registrant, as Direct Shares,
or Shares underlying options granted to and to be granted, under the
Visitors Services International Corp. Employee Benefit and Consulting
Services Compensation Plan.
The Exhibit Index begins on page 7 of the sequentially numbered copy of
this Registration Statement that has 10 total pages.
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PART I
INFORMATION REQUIRED IN THE PROSPECTUS
The document(s) containing the information concerning the Visitors
Services International Corp. Employee Benefit and Consulting Services
Compensation Plan, effective as of October 3, 1996 (the "Plan"), required by
Item 1 of Form S-8 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the statement of availability of registrant information,
employee benefit plan annual reports and other information required by Item 2
of Form S-8 will be sent or given to participants as specified by Rule 428. In
accordance with Rule 428 and the requirements of Part I of Form S-8, such
documents are not being filed with the Securities and Exchange Commission (the
"Commission") either as part of this registration statement on Form S-8 (the
"Registration Statement") or as prospectuses or prospectus supplements pursuant
to Rule 424. Visitors Services International Corp., a Florida corporation (the
"Company"), shall maintain a file of such documents in accordance with the
provisions of Rule 428. Upon request, the Company shall furnish to the
Commission or its staff a copy or copies of all of the documents included in
such file.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The content of the Company's Annual Report on Form 10-KSB for the
fiscal year ended June 30, 1996, Quarterly Report on Form 10-QSB for the
quarterly period ended September 30, 1996, and Current Reports on Form 8-K dated
September 30, 1996 and October 15, 1996, are incorporated by reference into
this Registration Statement. All documents filed by the Company with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of this Registration Statement and prior to the termination of
the offering shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement. The Company will provide without charge
to each person to whom a copy of this Registration Statement is delivered, on
the written or oral request of such person, a copy of any or all of the
documents referred to above which have been or may be incorporated by
reference into this Registration Statement, other than certain exhibits to
such documents. Requests for such copies shall be directed to Shareholder
Relations, Visitors Services International Corp., 100 Second Avenue South,
Suite 1000, St. Petersburg, Florida 33701 (telephone: 813-895-4410).
ITEM 4. DESCRIPTION OF SECURITIES.
COMMON STOCK.
The authorized capital of the Company consists of 100,000,000 shares
of Common Stock, $.0001 par value per share. The holders of the shares of
Common Stock have equal ratable rights to dividends from funds legally
available therefore, when, as and if declared by the Board of Directors of the
Company and entitled to share ratably in all of the assets of the Company
available for distribution to holders of Common Stock upon the liquidation,
dissolution or winding up of the affairs of the Company. Common shareholders
do not have pre-emptive, subscription or conversion rights. There are no
redemption provisions in the Company's Articles of Incorporation. Common
shareholders are entitled to one vote per share on all matters which
shareholders are entitled to vote upon at all meetings of the shareholders.
All shares of Common Stock to be issued in this offering, when paid for in
accordance with the terms hereof, will be validly issued, fully paid and
non-assessable.
The Company's bylaws permit the holders of the minimum number of
shares necessary to take action at a meeting of shareholders (normally a
majority of the outstanding shares) to take action by written consent without a
meeting, provided notice is given within ten days to all other shareholders.
The holders of shares of Common Stock do not have cumulative voting
rights, which means that the holders of more than 50% of such outstanding
shares can elect all of the directors of the Company.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Futro & Associates, P.C., Attorneys and Counselors at Law, special
securities counsel to the Company, and whose opinion as to the legality of the
issuance of shares hereunder is attached hereto as Exhibit 5.1, may in the
future be issued shares or options to purchase shares pursuant to the Plan,
which shares of $.0001 par value common stock may be restricted or registered
pursuant to this Registration Statement.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 607.0831 of the Florida Business Corporations Act provides
which eliminates or limits the personal liability of a director to the
corporation or any other person for monetary damages for any statement, vote,
decision, or failure to act, regarding corporate management or policy, by a
director, unless (a) The director breached or failed to perform his duties as a
director; and (b) The director's breach of, or failure to perform, those duties
constitutes: (1) A violation of the criminal law, unless the director had
reasonable cause to believe his conduct was lawful or had no reasonable cause
to believe his conduct was unlawful. A judgment or other final adjudication
against a director in any criminal proceeding for a violation of the criminal
law estops that director from contesting the fact that his breach, or failure
to perform, constitutes a violation of the criminal law; but does not estop the
director from establishing that he had reasonable cause to believe that his
conduct was lawful or had no reasonable cause to believe that his conduct was
unlawful; (2) a transaction from which the director derived an improper
personal benefit, either directly or indirectly; (3) a circumstance under which
the liability provisions of s.607.0834 are applicable; (4) in a proceeding by
or in the right of the corporation to procure a judgment in its favor or by or
in the right of a shareholder, conscious disregard for the best interest of the
corporation, or willful misconduct; or (5) in a proceeding by or in the right
of someone other than the corporation or a shareholder, recklessness or an act
or omission which was committed in bad faith or with malicious purpose or in a
manner exhibiting wanton and willful disregard of human rights, safety, or
property.
ITEM 8. EXHIBITS.
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Exhibit Number Description
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4.1 The Company's Articles of Incorporation, as amended, define the rights of holders of
the equity securities being registered, which are included as exhibits to the
Company's Current Report on Form 8-K, filed with the SEC on October 15, 1996 (2)
4.2 The Company's Bylaws define the rights of holders of the equity securities being
registered, which are included as exhibits to the Company's Registration Statement on
Form S-18, SEC File 33-11059-A (3)
5.1 Opinion of Counsel, Futro & Associates, P.C. (1)
23.1 Consent of Larry Legel, Certified Public Accountant (1)
23.2 Consent of Futro & Associates, P.C. (4)
</TABLE>
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(1) Filed herewith.
(2) Incorporated by reference to Exhibits 3, 3.1 and 3.2 to the Company's
Current Report on Form 8-K, filed with the SEC on October 15, 1996.
(3) Incorporated by reference to Exhibit 3 to the Company's Registration
Statement on Form S-18 (33-11059-A).
(4) Included in Exhibit 5.1.
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ITEM 9. 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:
(i) To include any prospectus required by Section 10(a)(3)of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) 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, 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 tide 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) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the registration statement 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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the Company pursuant to the foregoing
provisions, 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 Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other that 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 of the
Company in the successful defense of that 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 of whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to 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 for filing on Form S-8 and has duly caused this
registration statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Petersburg, State
of Florida, on the 15th day of October, 1996.
VISITORS SERVICES INTERNATIONAL CORP.
By: /s/ Robert P. Gordon
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Robert P. Gordon, Chairman, Chief
Financial and Accounting
Officer, Director
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
By: /s/ Robert P. Gordon
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Robert P. Gordon, Chairman, Chief
Financial and Accounting
Officer, Director
Dated: October 15, 1996
By: /s/ Stephen G. McLean
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Stephen G. McLean, Chief Executive
Officer, Director
Dated: October 15, 1996
By: /s/ Paul W. Henry
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Paul W. Henry, Secretary, Treasurer,
Director
Dated: October 15, 1996
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EXHIBIT INDEX
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Exhibit Number Description
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4.1 The Company's Articles of Incorporation, as amended, define the rights of holders of
the equity securities being registered, which are included as exhibits to the
Company's Current Report on Form 8-K, filed with the SEC on October 15, 1996 (2)
4.2 The Company's Bylaws define the rights of holders of the equity securities being
registered, which are included as exhibits to the Company's Registration Statement on
Form S-18, SEC File 33-11059-A (3)
5.1 Opinion of Counsel, Futro & Associates, P.C. (1)
23.1 Consent of Larry Legel, Certified Public Accountant (1)
23.2 Consent of Futro & Associates, P.C. (4)
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(1) Filed herewith.
(2) Incorporated by reference to Exhibits 3, 3.1 and 3.2 to the Company's
Current Report on Form 8-K, filed with the SEC on October 15, 1996.
(3) Incorporated by reference to Exhibit 3 to the Company's Registration
Statement on Form S-18 (33-11059-A).
(4) Included in Exhibit 5.1.
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FUTRO & ASSOCIATES, P.C.
Attorneys and Counselors at Law
MCI TOWER
707 SEVENTEENTH STREET - 29TH FLOOR
DENVER, COLORADO 80202
PETER G. FUTRO TELEPHONE (303) 295-3360
JEFFREY A. BARTHOLOMEW FACSIMILE (303) 295-1563
TROY A. YOUNG EMAIL [email protected]
October 15, 1996
U.S. Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington D.C. 20549
Re: Visitors Services International Corp. (formerly known as
Dynasty Capital Corporation), Form S-8 Registration Statement
OPINION OF COUNSEL NO. 96-289.1
Ladies and Gentlemen:
OPINION OF COUNSEL
We have acted as counsel to Visitors Services International Corp.
(formerly known as Dynasty Capital Corporation) (the "Company") in connection
with the preparation and filing of a Registration Statement on Form S-8 (the
"Registration Statement") covering registration under the Securities Act of
1933, as amended, of 3,600,000 shares of the Company's common stock, $.0001 par
value per share (the "Shares"), pursuant to the Visitors Services International
Corp. Employee Benefit and Consulting Services Compensation Plan effective
October 3, 1996 (the "Plan"). As such, we have examined the Registration
Statement, the Company's Articles of Incorporation and Bylaws, as amended, and
minutes of meetings of its Board of Directors.
Based upon the foregoing, and assuming that the Shares will be issued
as set forth in the Plan and Registration Statement, at a time when effective,
and that the Company will fully comply with all applicable securities laws
involved under the Securities Act of 1933, as amended, the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated pursuant to
said Acts, and in those states or foreign jurisdictions in which the Shares may
be sold, we are of the opinion that, upon proper and legal issuance of the
Shares according the Registration Statement and receipt of the consideration to
be paid for the Shares, the Shares will be validly issued, fully paid and
nonassessable shares of Common Stock of the Company. This opinion does not
cover any matters related to any re-offer or re-sale of the Shares by any Plan
Beneficiaries, once properly and legally issued pursuant to the Plan as
described in the Registration Statement.
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FUTRO & ASSOCIATES, P.C.
Attorneys and Counselors at Law
U.S. Securities and Exchange Commission
OPINION OF COUNSEL NO. 96-289.1
October 15, 1996
Page 2
This opinion is not to be used, circulated, quoted or otherwise
referred to for any other purpose without our prior written consent. This
opinion is based on our knowledge of the law and facts as of the date hereof.
This opinion does not address or relate to any specific state securities laws.
We assume no duty to communicate with the Company in respect to any matter
which comes to our attention hereafter.
CONSENT
We consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the prospectus which
is made a part of the Registration Statement.
Sincerely,
FUTRO & ASSOCIATES, P.C.
/s/ Peter G. Futro
Peter G. Futro
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LARRY LEGEL, CPA
Practice Concentrating in
Taxation and Securities
5100 N. Federal Highway, Suite 409 Ft.
Lauderdale, FL 33308
(954) 493-8900 Office
(954) 493-8300 Fax
CONSENT OF INDEPENDENT AUDITOR
I consent to the incorporation by reference in the registration statement of
Visitors Services International Corp. on Form S-8 of my report dated September
4, 1996, on my audits of the financial statements of Dynasty Capital
Corporation (presently known as Visitors Services International Corp.) as of
June 30, 1996 and 1995, and for the periods from October 1, 1986 (Inception)
through June 30, 1996, which report is included in the Annual Report on Form
10-KSB.
/s/ Larry Legel, CPA
Larry Legel
Certified Public Accountant
Fort Lauderdale, Florida
October 16, 1996
