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As filed with the Securities and Exchange Commission on June 24, 1997
Registration No. 333-22093
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TeleServices International Group Inc.
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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
incorporation or organization) Identification No.)
100 Second Avenue South, Suite 1000, St. Petersburg, Florida 33701
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(Address of Principal Executive Offices) (Zip Code)
Visitors Services, Inc. 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)
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SUPPLEMENT TO
REOFFER PROSPECTUS PREPARED IN ACCORDANCE WITH THE
REQUIREMENTS OF PART I OF FORM S-3
This Post-Effective Amendment No. 1 to the Registration Statement No. 333-22093
on Form S-8 is being filed by TeleServices International Group Inc., a Florida
corporation (the "Registrant"). On February 20, 1997, the Registrant (then
known as Visitors Services International Corp.) filed a Registration Statement
on Form S-8 to register 5,000,000 shares of the Registrant's common stock, par
value $0.001 ("Common Stock"), to be issued pursuant to the exercise of options
granted under the compensatory benefit plan of the Registrant's subsidiary,
Visitors Services International Corp. (then known as Visitors Services, Inc.),
entitled the "Visitors Services, Inc. Employee Benefit and Consulting Services
Compensation Plan" (the "VSI Plan"). The VSI Plan was subsequently amended on
February 28, 1997 to increase the number of shares authorized to be issued
under the VSI Plan from 5,000,000 shares to 7,500,000 shares. However, only
5,000,000 of the 7,500,000 shares authorized to be issued under the VSI Plan
were registered on the Form S-8 registration statement.
The Registrant also filed a Reoffer Prospectus in accordance with the
requirements of Part I of Form S-3 (the "Reoffer Prospectus") simultaneously
with the Registration Statement on Form S-8. 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. This
Post-Effective Amendment No. 1 shall serve as a supplement to the previously
filed Reoffer Prospectus.
SELLING SECURITY HOLDERS
For purposes of the Reoffer Prospectus, the "Selling Security Holders" shall
also include Robert P. Gordon, Chairman and Director of the Registrant; and
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").
Subsequent to the date the Reoffer Prospectus was filed, Mr. Gordon was granted
options under the VSI Plan: on February 28, 1997, Mr. Gordon was granted
options to acquire 1,000,000 shares of Common Stock registered on Form S-8 and
eligible for resale, at an exercise price of $2.25 per share; and on June 12,
1997 Mr. Gordon was granted options to acquire to acquire an additional 500,000
shares of Common Stock registered on Form S-8 and eligible for resale, at an
exercise price of $2.25 per share, which options expire on June 30, 2000. Mr.
Gordon has exercised the options granted on February 28, 1997 to acquire
1,000,000 of these shares.
Robert P. Gordon has served as the Chairman and a Director of the Registrant
and its subsidiaries since September 26, 1996. Mr. Gordon founded the
Registrant's subsidiary, VSI, in 1992 and has served as chairman and a director
of VSI since its inception.
Presently, Robert P. Gordon beneficially owns or controls 13,263,042 shares of
Common Stock of the Registrant (inclusive of the 1,000,000 shares pursuant to
the exercise of options under the VSI Plan as discussed above). After
completion of the offering of the 5,000,000 shares registered on Form S-8 for
the VSI Plan, Mr. Gordon will beneficially own or control 45.35% of the Common
Stock of the Registrant.
In October 1996, the Registrant granted Robert J. Conrads options to acquire
900,000 shares of Common Stock of the Registrant. The options vest at the rate
of 300,000 per year commencing December 1, 1996, are exercisable at an exercise
price of $1.00 per share, and expire January 31, 2002. Subsequent to the date
the Reoffer Prospectus was filed, in May 1997, the Registrant classified the
900,000 options as part of the VSI Plan, and provided that the shares
underlying the options would be registered on Form S-8 and eligible for resale.
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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.
Presently, Robert J. Conrads beneficially owns or controls 615,130 shares of
Common Stock of the Registrant. After completion of the offering, and assuming
that all 5,000,000 shares registered on Form S-8 for the VSI Plan shares are
sold, Mr. Conrads will beneficially own or control 4.99% of the Common Stock of
the Registrant.
The Reoffer Prospectus had stated that up to 1,163,390 shares constituting
control securities may be offered for resale by persons who were unknown to the
Registrant at the time. The Registrant has since determined that the remaining
number of shares of Common Stock registered on Form S-8 that may be offered for
resale pursuant to the Reoffer Prospectus by persons unknown to the Registrant
is up to 1,571,640 shares.
By this supplement, Page 1 of the Reoffer Prospectus dated February 18, 1997,
is changed to indicated that up to 4,625,000 shares of Common Stock are covered
by the Reoffer Prospectus.
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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 Post-
Effective Amendment No. 1 to the registration statement number 333-22093 on
Form S-8 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Petersburg, State of Florida, on June 24, 1997.
VISITORS SERVICES INTERNATIONAL CORP.
By: /s/ Robert P. Gordon
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Robert P. Gordon, Chairman and Director
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the registration statement number 333-22093 on
Form S-8 has been signed on June 24, 1997 by the following persons in the
capacities indicated.
By: /s/ Robert P. Gordon
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Robert P. Gordon, Chairman and Director
By: /s/ Stephen G. McLean
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Stephen G. McLean, Chief Executive Officer,
Director
By: /s/ Paul W. Henry
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Paul W. Henry, Secretary, Treasurer,
Director
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