<PAGE> 1
As filed with the Securities and Exchange Commission on October 20, 1997
Registration No. ________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TeleServices International Group Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 59-2773602
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
100 Second Avenue South, Suite 1000, St. Petersburg, Florida 33701
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Visitors Services, Inc. Employee Benefit and Consulting
Services Compensation Plan
- --------------------------------------------------------------------------------
(Full title of the plan)
Robert P. Gordon, 100 Second Avenue South, Suite 1000,
St. Petersburg, Florida 33701
- --------------------------------------------------------------------------------
(Name and address of agent for service)
(813) 895-4410
- --------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
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)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 5,000,000 $1.78125 $8,906,250.00 $2,698.86
$.0001 Par Value (2)
================================================================================================================
TOTALS 5,000,000 $8,906,250.00 $2,698.86
================================================================================================================
</TABLE>
(1) The fee with respect to these shares has been calculated pursuant to Rule
457(h)(1) and Rule 457(c) 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. Electronic Bulletin Board.
(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 Inc. Employee Benefit and Consulting Services
Compensation Plan.
The Exhibit Index begins on page 3 of the sequentially numbered copy of
this Registration Statement that has 9 total pages.
<PAGE> 2
REGISTRATION OF ADDITIONAL SECURITIES
In accordance with General Instruction E of Form S-8, TeleServices
International Group Inc. (the "Registrant") is registering additional shares of
common stock pursuant to the Visitors Services, Inc. Employee Benefit and
Consulting Services Compensation Plan (the "VSI Plan"). The Registrant
currently has an effective registration statement filed on Form S-8 relating to
the VSI Plan which registered securities of the same class as those being
registered herewith, File No. 333-22093, filed with the Securities and Exchange
Commission on February 20, 1997, and which prior registration statement
included a reoffer prospectus. On June 24, 1997, the Registrant filed a
supplement to the reoffer prospectus by means of a Post-Effective Amendment No.
1, and on August 12, 1997, filed a second supplement to the reoffer prospectus
by means of a Post-Effective Amendment No. 2. The Registrant incorporates by
reference into this registration statement the contents of its earlier
registration statement on Form S-8 (File No. 333-22093), the contents of its
Post Effective Amendment No. 1, and the contents of its Post Effective
Amendment No. 2, all of which are made a part hereof.
The number of shares of common stock authorized to be issued under the
VSI Plan is 10,000,000. The prior registration statement filed on Form S-8
(File No. 333-22093) registered an initial 5,000,000 shares authorized to be
issued under the VSI Plan. This registration statement registers the remaining
5,000,000 shares authorized to be issued under the VSI Plan.
ADDITIONAL INFORMATION IN SUPPLEMENT TO REOFFER PROSPECTUS
The following information is being provided in supplement to the
reoffer prospectus filed with the original Form S-8 (File No. 333-14271) (the
"Reoffer Prospectus"), which Reoffer Prospectus is incorporated by reference
herein.
At the time the Reoffer Prospectus was filed, the names of all holders
of "control securities" who intended to resell were not known by the
Registrant. In accordance with General Instruction C.3.(a) of Form S-8, the
Reoffer Prospectus referred to a portion of the selling security holders in a
generic manner, and as the names and the amounts of securities to be reoffered
become known, the Registrant undertook to supplement the Reoffer Prospectus
with such information. The Reoffer Prospectus has been supplemented twice by
means of two Post-Effective Amendments to the original Form S-8. The following
information shall serve as a further supplement to the Reoffer Prospectus.
SELLING SECURITY HOLDERS
For purposes of the Reoffer Prospectus, the "Selling Security Holders"
shall also include Raymond P. Wilson, Chief Financial Officer of the
Registrant. Mr. Wilson has served as Chief Financial Officer of the Registrant
and as President of the Registrant's subsidiary, Visitors Services
International Corp. (formerly Visitors Services, Inc.), since January 1997.
In January 1997 the Registrant granted Mr. Wilson options to acquire
250,000 shares of common stock of the Registrant, which options expire January
1, 2003, and vest as follows: 20,000 are fully-vested, 50,000 vest on each
January 1, 1998, 1999 and 2000; and 40,000 vest on each January 1, 2001 and
2002. In March 1997, the Registrant granted Mr. Wilson options to acquire
50,000 shares of common stock of the Registrant, which options expire March 30,
2002, and vest as follows: 25,000 on March 31, 1999; and 12,500 on each March
31, 2000 and 2001. All options are exercisable at an exercise price of
$2.00 per share.
Presently, Raymond P. Wilson beneficially owns or controls -0- shares
of Common Stock of the Registrant. After completion of the offering of the
10,000,000 shares registered on both Form S-8 registration statements for the
VSI Plan, Mr. Wilson will beneficially own or control less than 1% of the
common stock of the Registrant.
1
<PAGE> 3
In connection with the registration of additional securities
hereunder, by this supplement, Page 1 of the Reoffer Prospectus is changed to
indicated that up to 3,330,516 shares of Common Stock are covered by the
Reoffer Prospectus.
Because additional securities are being registered hereunder, the
Registrant has determined that the remaining number of shares of common stock
registered on Form S-8 with respect to the Registrant's Employee Benefit and
Consulting Services Compensation Plan that may be offered for resale pursuant
to the Reoffer Prospectus by persons unknown to the Registrant is up to
1,213,766 shares.
PLAN OF DISTRIBUTION
With respect to the Reoffer Prospectus, all of the shares of common
stock offered thereby are being sold or will be sold by the Selling Security
Holders and may be offered privately or through the selling efforts of brokers
or dealers unknown to the Registrant.
EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
5.4 Opinion of Counsel, Futro & Associates, P.C. (1)
23.11 Consent of Counsel, Futro & Associates, P.C. (2)
23.12 Consent of Schumacher & Associates, Inc., Certified Public Accountants. (1)
23.13 Consent of Joseph F. Morgan, Certified Public Accountant. (1)
</TABLE>
- -------------------------
(1) Filed herewith.
(2) Included in Exhibit 5.4 filed herewith.
2
<PAGE> 4
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 20th day of October, 1997.
TELESERVICES INTERNATIONAL GROUP INC.
By: /s/ Stephen G. McLean
-----------------------------------------
Stephen G. McLean, Chief Executive
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/ Stephen G. McLean
-----------------------------------------
Stephen G. McLean, Chief Executive
Officer, Director
Dated: October 20, 1997
By: /s/ Robert P. Gordon
-----------------------------------------
Robert P. Gordon, Chairman, Director
Dated: October 20, 1997
By: /s/ Paul W. Henry
-----------------------------------------
Paul W. Henry, Secretary, Treasurer,
Director
Dated: October 20, 1997
By: /s/ Raymond P. Wilson
-----------------------------------------
Raymond P. Wilson, Chief Financial
Officer
(principal accounting officer)
Dated: October 20, 1997
3
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
5.4 Opinion of Counsel, Futro & Associates, P.C. (1)
23.11 Consent of Counsel, Futro & Associates, P.C. (2)
23.12 Consent of Schumacher & Associates, Inc., Certified Public Accountants. (1)
23.13 Consent of Joseph F. Morgan, Certified Public Accountant. (1)
</TABLE>
- --------------------------
(1) Filed herewith.
(2) Included in Exhibit 5.4 filed herewith.
<PAGE> 1
EXHIBIT 5.4
[FUTRO & ASSOCIATES, P.C. LETTERHEAD]
October 20, 1997
U.S. Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington D.C. 20549
Re: -TeleServices International Group Inc. (formerly known as
Visitors Services International Corp. and Dynasty Capital
Corporation).
-Form S-8 Registration Statement - Registration of Additional
Securities for the "Visitors Services, Inc., Employee
Benefit and Consulting Services Compensation Plan."
-OPINION OF COUNSEL NO. 97-293.1.
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 an additional 5,000,000 shares of the Company's common
stock, $.0001 par value per share (the "Shares"), pursuant to the employee
benefit plan of the Company's subsidiary entitled the "Visitors Services, Inc.,
Employee Benefit and Consulting Services Compensation Plan" as amended August
1, 1997 (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-
<PAGE> 2
[FUTRO & ASSOCIATES, P.C. LETTERHEAD]
U.S. Securities and Exchange Commission
OPINION OF COUNSEL NO. 97-293.1
October 20, 1997
Page 2
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.
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 incorporated by reference into and made a part of the Registration
Statement.
Sincerely,
FUTRO & ASSOCIATES, P.C.
/s/ Peter G. Futro
Peter G. Futro
<PAGE> 1
EXHIBIT 23.12
SCHUMACHER & ASSOCIATES, INC.
Certified Public Accountants
12835 East Arapahoe Road, T-11, #110
Englewood, Colorado 80112
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
TeleServices International Group Inc. on Form S-8 of our report dated December
16, 1996, on our audits of the consolidated balance sheet of TeleServices
International Group Inc. as of September 30, 1996, and the related statements
of operations, changes in stockholders' equity (deficit), and cash flows for
the year then ended, which report is included in the Annual Report on Form
10-KSB for the year ended September 30, 1996.
/s/ Schumacher & Associates, Inc.
Englewood, Colorado
October 20, 1997
<PAGE> 1
EXHIBIT 23.13
JOSEPH F. MORGAN
Certified Public Accountant
118 S. Westshore Blvd., #333
Tampa, Florida 33629
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
TeleServices International Group Inc. on Form S-8 of our report dated January
24, 1996, on our audits of the statements of operations, changes in
stockholders' equity, and cash flows of TeleServices International Group Inc.
for the year ended September 30, 1995, which report is included in the Annual
Report on Form 10-KSB for the year ended September 30, 1996.
/s/ Joseph F. Morgan
Tampa, Florida
October 20, 1997
