<PAGE> 1
As filed with the Securities and Exchange Commission on September 30, 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)
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, 6,400,000 $2.15625 $13,800,000.00 $4,181.82
$.0001 Par Value (2)
==================================================================================================================
TOTALS 6,400,000 $13,800,000.00 $4,181.82
==================================================================================================================
</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
Registrant's Employee Benefit and Consulting Services Compensation Plan.
The Exhibit Index begins on page 6 of the sequentially numbered copy of
this Registration Statement that has 10 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 Registrant's Employee Benefit and Consulting
Services Compensation Plan (the "TSIG Plan"). The Registrant currently has an
effective registration statement filed on Form S-8 relating to the TSIG Plan
which registered securities of the same class as those being registered
herewith, File No. 333-14271, filed with the Securities and Exchange
Commission on October 16, 1996. On February 19, 1997, the Registrant filed a
reoffer prospectus by means of a Post-Effective Amendment No. 1. The
Registrant incorporates by reference into this registration statement the
contents of its earlier registration statement on Form S-8 (File No.
333-14271), and the contents of its Post Effective Amendment No. 1, all of
which are made a part hereof.
The number of shares of common stock authorized to be issued under the
TSIG Plan is 10,000,000. The prior registration statement filed on Form S-8
(File No. 333-14271) registered an initial 3,600,000 shares authorized to be
issued under the TSIG Plan. The TSIG Plan was amended on September 22, 1997 to
increase the number of shares authorized to be issued under the TSIG Plan from
3,600,000 shares to 10,000,000 shares. This registration statement registers
the remaining 6,400,000 shares authorized to be issued under the TSIG Plan.
ADDITIONAL INFORMATION IN SUPPLEMENT TO REOFFER PROSPECTUS
The following information is being provided in supplement to the
reoffer prospectus filed on February 19, 1997, by means of a Post-Effective
Amendment No. 1 to 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
names of additional persons are hereby being added to the Reoffer Prospectus as
"Selling Security Holders." The following information shall serve as a
supplement to the Reoffer Prospectus.
SELLING SECURITY HOLDERS
As disclosed in the Reoffer Prospectus, Robert P. Gordon, Chairman and
a Director of the Registrant, was granted options under the TSIG Plan: on
October 4, 1996, Mr. Gordon was granted options to acquire 2,220,000 shares of
Common Stock registered on Form S-8 and eligible for resale, at an exercise
price of $.75 per share. Mr. Gordon has since exercised all of these options.
Subsequent to the date the Reoffer Prospectus was filed, on September,
1997, Mr. Gordon was granted additional options to acquire 5,000,000 shares of
common stock at an exercise price of $2.00 per share, which options are fully-
vested and expire on September 30, 2000. The shares underlying these options
are deemed eligible for resale pursuant to the Reoffer Prospectus.
Presently, Robert P. Gordon beneficially owns or controls 14,443,042
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 TSIG Plan, Mr. Gordon will beneficially own or control 55.77% of the Common
Stock of the Registrant.
For purposes of the Reoffer Prospectus, the "Selling Security Holders"
shall also include Robert J. Conrads, a consult to the Registrant and a
director of the Registrant's subsidiary, Visitors Services International Corp.
(formerly Visitors Services, Inc.) ("VSI"). Robert J. Conrads has served as a
consultant to the Registrant since October 1996, and as a director of the
Registrant's subsidiary, VSI, since March 1996.
1
<PAGE> 3
On October 4, 1996 the Registrant granted Mr. Conrads options to
acquire 325,000 shares of Common Stock of the Registrant. The options are
fully-vested, are exercisable at an exercise price of $.75 per share, and
expire October 3, 1999.
Presently, Robert J. Conrads beneficially owns or controls 621,520
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 TSIG Plan, Mr. Conrads will beneficially own or control 2.72% of the Common
Stock of the Registrant.
Because additional securities are being registered hereunder, by this
supplement, Page 1 of the Reoffer Prospectus is changed to indicated that up to
7,815,000 shares of Common Stock are covered by the Reoffer Prospectus.
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 1,400,000 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.
2
<PAGE> 4
EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
5.3 Opinion of Counsel, Futro & Associates, P.C. (1)
23.8 Consent of Counsel, Futro & Associates, P.C. (2)
23.9 Consent of Schumacher & Associates, Inc., Certified Public Accountants. (1)
23.10 Consent of Joseph F. Morgan, Certified Public Accountant. (1)
</TABLE>
- --------------------------
(1) Filed herewith.
(2) Included in Exhibit 5.3 to the Registrant's Registration Statement on
Form S-8 filed herewith.
3
<PAGE> 5
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 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of St. Petersburg, State of Florida, on September
30, 1997.
TELESERVICES INTERNATIONAL GROUP INC.
By: /s/ Stephen G. McLean
-------------------------------------------
Stephen G. McLean, Chief Executive
Officer, Director
Date: September 30, 1997
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
By: /s/ Stephen G. McLean
-------------------------------------------
Stephen G. McLean, Chief Executive
Officer, Director
Date: September 30, 1997
By: /s/ Robert P. Gordon
-------------------------------------------
Robert P. Gordon, Chairman, Director
Date: September 30, 1997
By: /s/ Paul W. Henry
-------------------------------------------
Paul W. Henry, Secretary, Treasurer,
Director
Date: September 30, 1997
By: /s/ Raymond P. Wilson
-------------------------------------------
Raymond P. Wilson, Chief Financial
Officer (principal accounting officer)
Date: September 30, 1997
4
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
5.3 Opinion of Counsel, Futro & Associates, P.C. (1)
23.8 Consent of Counsel, Futro & Associates, P.C. (2)
23.9 Consent of Schumacher & Associates, Inc., Certified Public Accountants. (1)
23.10 Consent of Joseph F. Morgan, Certified Public Accountant. (1)
</TABLE>
- ------------------
(1) Filed herewith.
(2) Included in Exhibit 5.3 filed herewith.
<PAGE> 1
EXHIBIT 5.3
[FUTRO & ASSOCIATES, P.C. LETTERHEAD]
September 30, 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 "Employee Benefit and Consulting
Services Compensation Plan."
-OPINION OF COUNSEL NO. 97-273.1.
Ladies and Gentlemen:
OPINION OF COUNSEL
We have acted as counsel to TeleServices International Group Inc.
(formerly known as Visitors Services International Corp.) (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 6,400,000 shares of the Company's
common stock, $.0001 par value per share (the "Shares"), pursuant to the
Company's Employee Benefit and Consulting Services Compensation Plan, as
amended September 22, 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-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.
<PAGE> 2
[FUTRO & ASSOCIATES, P.C. LETTERHEAD]
U.S. Securities and Exchange Commission
OPINION OF COUNSEL NO. 97-273.1
September 30, 1997
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 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 23.9
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
September 30, 1997
<PAGE> 1
EXHIBIT 23.10
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
September 30, 1997
