<PAGE> 1
As filed with the Securities and Exchange Commission on May 8, 1998
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 Company as specified in its charter)
Florida 59-2773602
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
100 Second Avenue South, Suite 1000, St. Petersburg, Florida 33701
(Address of Principal Executive Offices) (Zip Code)
TeleServices Stock Option 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
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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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Common Stock,
$.0001 Par Value (2) 12,000,000 $0.28 $3,360,000.00 $991.20
====================================================================================================
TOTALS 12,000,000 $3,360,000.00 $991.20
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</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 Company'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 Company, as direct shares, or
shares underlying options granted to and to be granted, under the
TeleServices Stock Option Plan (the "Plan").
EXPLANATORY NOTE
Pursuant to General Instruction C of Form S-8, this Registration Statement
contains a Prospectus prepared in accordance with the requirements of Part I of
Form S-3 relating to the reoffering of up to 12,000,000 shares issuable directly
or upon exercise of stock options granted or to be granted under the Plan.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
The document(s) containing the information concerning the TeleServices
Stock Option Plan (the "Plan"), required by Item 1 of Form S-8 under the
Securities Act of 1933, as amended (the "Act"), and the statement of
availability of company 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. TeleServices
International Group Inc., 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.
1
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The contents of the Company's Annual Report on Form 10-KSB for the year
ended December 31, 1997 is 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 Securities Exchange Act of 1934, as
amended, 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, TeleServices International Group Inc., 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. Holders of Common Stock do not have
pre-emptive, subscription or conversion rights. There are no redemption
provisions in the Company's Articles of Incorporation. Holders of Common Stock
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 & Trauernicht, LLC, Attorneys and Counselors at Law, counsel to
the Company, and whose opinion as to the validity of the issuance of shares
hereunder is attached hereto as Exhibit 5.5, may in the future be issued shares
or options to purchase shares pursuant to the Plan, which shares of Common Stock
may be restricted or registered pursuant to this Registration Statement.
2
<PAGE> 4
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The General Corporation Law of Florida eliminates the personal
liability of its directors to the Company or its stockholders for monetary
damages for breach of fiduciary duty of loyalty and care as a director, unless:
(a) the director breached or failed to perform his duties as a director; and (b)
the directors breach of, or failure to perform, those duties constitutes: (i) a
violation of 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; (ii) a transaction from which the director derived an improper person
benefit, either directly or indirectly; (iii) a circumstance under which a
director votes for or assents to an unlawful distribution; (iv) in a proceeding
by or in the right of the Company to procure a judgment in its favor or in the
right of a shareholder, conscious disregard for the best interests of the
Company, or willful misconduct; or (v) in a proceeding by or in the right of
someone other than the Company or a shareholder with, recklessness or an act of
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 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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Exhibit Number Description
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4.1 The Company's Articles of Incorporation, as amended, which define the rights
of holders of the equity securities being registered (2)
4.2 The Company's Bylaws, as amended, which define the rights of holders of the
equity securities being registered (3)
5.6 Opinion of Counsel, Futro & Trauernicht, LLC (1)
10.3 TeleServices Stock Option Plan (1)
23.14 Consent of Schumacher & Associates, Inc., Certified Public Accountants (1)
23.15 Consent of Futro & Trauernicht, LLC (4)
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(1) Filed herewith.
(2) Incorporated by reference to Exhibit 3.5 to the Company's Form 10-QSB for the quarter ended March 31, 1997.
(3) Incorporated by reference to Exhibit 3.3 to the Company's Current Report on Form 8-K dated October 17, 1996
and filed October 23, 1996.
(4) Included in Exhibit 5.6.
</TABLE>
3
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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 Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Company'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 Securities Act of 1933 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.
4
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TELESERVICES INTERNATIONAL GROUP INC.
UP TO 12,000,000 SHARES
COMMON STOCK, $.0001 PAR VALUE
Up to 12,000,000 shares of Common Stock may be reoffered and resold on a
continuous or delayed basis in the future by the Selling Security Holders,
each of whom are deemed or may be deemed (if unknown to the Company at the
date of this Prospectus) to be affiliates of the Company. See "Selling
Security Holders." The Company will not receive any of the proceeds from
the sale of shares by the Selling Security Holders. The Company is required
to file reports pursuant to Section 15(d) of the Securities Exchange Act of
1934. The Company's Common Stock is traded on the Over-the-Counter Bulletin
Board of the National Association of Securities Dealers, Inc. under the
trading symbol "TSIG." On May 4, 1998, the closing bid and asked price was
$0.25 and $0.3125 per share.
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS
OF THE SECURITIES OFFERED HEREBY.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
NO PERSON IS AUTHORIZED BY THE COMPANY TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY OTHER THAN THE
SHARES OFFERED BY THIS PROSPECTUS OR AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY THE SHARES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION HEREIN
IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
THE DATE OF THIS PROSPECTUS IS MAY 8, 1998.
Reoffer Prospectus 1
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AVAILABLE INFORMATION AND CERTAIN DEFINITIONS
The Company is a reporting company subject to the informational
requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and, in
accordance therewith, files reports, proxy statements and other information (the
"1934 Act Filings") with the Securities and Exchange Commission (the
"Commission"). The Company has filed with the Securities and Exchange
Commission, 450 5th Street, N.W., Washington, D.C. 20549, a registration
statement on Form S-8, of which this reoffer prospectus is a part (herein,
together with all amendments and exhibits thereto, the "Registration Statement")
under the Securities Act of 1933, as amended, regarding the shares of the
Company offered. As permitted by the rules and regulations of the Commission,
this Prospectus omits certain information, exhibits, and undertakings contained
in the Registration Statement. Statements contained in this Prospectus
concerning the provisions of documents are necessarily summaries of such
documents and each such statement is qualified in its entirety by reference to
the copy of the applicable document filed with the Commission. For further
information regarding the Company and the Common Stock offered hereby, reference
is hereby made to the Registration Statement and exhibits thereto. Copies of the
Registration Statement, including the exhibits thereto, and the 1934 Act
Filings, can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549.
Copies of such material can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, Washington, D.C. 20549, at prescribed rates. The
Commission also maintains a web site on the World Wide Web that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission, including the Company,
and the address is http://www.sec.gov.
All references herein to the "Company" or the "Registrant" include
TeleServices International Group Inc. and its subsidiaries.
DISCLOSURE OF COMMISSION POSITION
ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Act") may be permitted to directors, officers and
controlling persons of the small business issuer pursuant to the foregoing
provisions, or otherwise, the small business issuer 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 than the payment by the small business issuer of expenses incurred or
paid by a director, officer or controlling person of the small business issuer
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 small business issuer 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 Act and will governed by the final
adjudication of such issue.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated into this reoffer prospectus
by reference and made a part hereof: (i) contents of the Company's Registration
Statement on Form S-8, being filed with the Securities and Exchange Commission
concurrently herewith, of which this reoffer prospectus is a part; and (ii) the
Company's Annual Report on Form 10-KSB for the year ended December 31, 1997, and
the consolidated financial statements and schedules of the Company included
therein, audited by Schumacher & Associates, Inc., Certified Public Accountants,
as set forth in their report with respect thereto.
Reoffer Prospectus 2
<PAGE> 8
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this post-effective amendment and prior to the filing of any other
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold shall be
deemed to be incorporated in this post-effective amendment by reference and to
be a part hereof from the date of filing of such documents.
Any statement contained in the Registration Statement, in a supplement
to the Registration Statement or in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of the Registration
Statement and this reoffer prospectus to the extent that a statement contained
herein or in any subsequently filed supplement to the Registration Statement or
in any document that is subsequently incorporated by reference herein modifies
or supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of the
Registration Statement and this reoffer prospectus.
TABLE OF CONTENTS
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AVAILABLE INFORMATION AND CERTAIN DEFINITIONS......................2
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION...............2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE....................2
PROSPECTUS SUMMARY.................................................4
RISK FACTORS.......................................................8
SELLING SECURITY HOLDERS..........................................11
PLAN OF DISTRIBUTION..............................................12
DESCRIPTION OF SECURITIES TO BE REGISTERED........................12
INTERESTS OF NAMED EXPERTS AND COUNSEL............................12
</TABLE>
Reoffer Prospectus 3
<PAGE> 9
SUMMARY INFORMATION
The following summary information should be read in conjunction with,
and is qualified in its entirety by, the detailed information and financial
statements and related notes thereto appearing either elsewhere in this
Prospectus or included in the Annual Report on Form 10-KSB, which is
incorporated herein by reference. Unless otherwise indicated, all references in
this Prospectus to the "Company" refer to TeleServices International Group Inc.
and its subsidiaries.
THE COMPANY
History of the Company
TeleServices International Group Inc. (formerly Visitors Services
International Corp. and Dynasty Capital Corporation) (the "Registrant", the
"Company" or "TSIG") was a development stage enterprise formed under the laws of
the State of Florida to evaluate, structure and complete a business combination
in the form of a merger with, or acquisition of, prospects consisting of private
companies, partnerships or sole proprietorships. The Registrant had no business
operations and no intention of engaging in an active business prior to a
business combination with another enterprise.
The Registrant's past activities were limited to organizational matters
and the Registrant entered into letters of intent with two private business
entities, neither of which resulted in the completion of a business combination.
The Registrant sold 2,500,000 units of $.0001 par value Common Stock ("Common
Stock") at $.02 per unit, for total proceeds of $50,000 in a public offering
which closed on June 8, 1987. The Company was formed for the purpose of seeking
potential business opportunities in the form of the acquisition of an existing
business that has profit potential.
Acquisition of Visitors Services International Corp., formerly Visitors
Services, Inc.
On September 26, 1996, Registrant executed an Agreement and Plan of
Reorganization ("Agreement") with Visitors Services International Corp.,
formerly Visitors Services, Inc. ("VSI"), and certain Stockholders of VSI,
pursuant to which a minimum of 80% of the issued and outstanding shares of VSI
were to be exchanged on a one share for one share basis for shares of restricted
stock of the Registrant, after the Registrant effect a 14.4 to 1 reverse stock
split of the shares outstanding before the date of the Agreement from 10,801,000
shares down to 750,093 shares (in lieu of any fractional shares created as a
result of the reverse stock split, each holder of a fractional share was issued
one additional whole share). The Closing Date of the Agreement was September 27,
1996, when the Registrant's reverse stock split was effected and certain
Stockholders of VSI holding at least 80% of the outstanding shares of VSI
executed the Agreement. The "Exchange Offer" has been extended to the remaining
shareholders of VSI, who have, as extended, until January 20, 1997, to accept
the offer. The offering is being made in accordance with Rule 506 of Regulation
D of the Securities Act of 1933, as amended, or such other appropriate and
available exemption(s). By virtue of the reorganization, VSI becomes a
subsidiary of the Registrant. The transactions contemplated by the Agreement are
referred to as the "Reorganization."
Overview - The Company
The Registrant operates through its subsidiary, Visitors Services
International Corp., formerly Visitors Services, Inc. VSI was formed under the
laws of the State of Florida in November 1992 as a teleservices company
specializing in the travel and tourism segment, providing automated hotel and
airline reservation services on an outsourced basis. VSI's customers include
Convention and Visitors Bureaus ("CVB"), ski resorts, airlines, and golf
schools. VSI provides a computerized reservation system and incentive-motivated,
multi-lingual destination counselors who are accessible to leisure travelers via
specific toll-free telephone lines operating 24 hours a day, 365 days a year.
Reoffer Prospectus 4
<PAGE> 10
The Company is pursuing other opportunities in the travel and tourism
market. This includes tour operators, airline overflow, and direct response
travel related television advertising. The Company will also consider
opportunities in the general teleservices market.
Recent Developments
Acquisition of American International Travel Agency, Inc. On December
6, 1996, VSI entered into a Stock Purchase Agreement (the "SPA") with Phoenix
Information Systems Corp. ("Phoenix") to acquire all the capital stock of
American International Travel Agency, Inc. ("American") from Phoenix in exchange
for 31,579 shares of Common Stock of Phoenix owned by VSI. This transaction was
closed on December 6, 1996, subject to certain rescission rights described
below. The consideration paid was based upon arms-length negotiations between
VSI and Phoenix and a fair market evaluation. Management believes entering into
this SPA will provide the following benefits to VSI: (i) access to the major
travel agency computerized reservation systems world-wide, and (ii) the ability
to issue airline tickets.
Acquisition of Assets of Global Reservation Systems, Inc. On December
23, 1996, VSI entered into an Asset Purchase Agreement (the "APA") with Global
Reservation Systems, Inc. ("GRS"), a Colorado corporation, to acquire all of
GRS's interests in, to and under any asset, used in connection with GRS's
business of answering toll-free telephone numbers advertised by contracted
marketing organizations, providing information to callers of such toll-free
telephone numbers, making reservations with lodging properties and attractions
and providing advertising effectiveness statistics to such contracted marketing
organizations of every kind, nature and description. As partial consideration
for the acquired assets, VSI will assume trade payables up to a maximum amount
equal to $200,000; liabilities associated with various Trade License Agreements;
rent payment obligations of $1,250 a month for twelve months; and all
obligations and liabilities arising out of events occurring on or after December
23, 1996, related to VSI's ownership of the acquired assets or its conduct of
the GRS Operations. As additional consideration for the acquired assets, VSI
will cause its corporate parent, TSIG, to grant each year to GRS 45,000 shares
of TSIG common stock, par value $.0001 per share, for fiscal years 1997, 1998
and 1999, if and only if, (i) the Net Operating Income attributable to the
acquired assets for fiscal years 1997, 1998 and 1999 equals or exceeds 60% of
the projected Net Operating Income for fiscal 1997, 1998 and 1999; and (ii) the
Net Operating Income is not less than 10% of the Total Adjusted Gross Revenue as
projected for fiscal years 1997, 1998 and 1999. Certain roll over provisions are
in place if the required Net Operating Income is not attained in the prior
fiscal year. The consideration paid was based upon arms-length negotiations
between VSI and GRS and a fair market evaluation.
GRS was incorporated in the State of Colorado to provide retail leisure
travel services. Included in the APA are all trade names, names under which GRS
operates, trademarks, service mark, patent or copyright and any application for
any of the foregoing used by GRS and which are material in the conduct of its
business, including: Global Reservation Systems, Inc., Colorado Reservation
Service, Illinois Reservation Service, Utah Reservation Service, Michigan
Reservation Service, Georgia Reservation Service and Chicago Plus Reservation.
Acquisition of Assets of International Reservation Services, Limited
("IRSL"). The Registrant, through a subsidiary corporation, Visitors Services,
Inc. ("VSI"), acquired and took possession of all the assets of International
Reservation Services, Limited ("IRSL") on January 21, 1997, to utilize all such
assets to operate the former business of IRSL as the business of VSI. VSI
acquired these assets from IRSL as a result of a bankruptcy proceeding of IRSL.
IRSL filed a voluntary petition for relief under Chapter 11 of Title
11, USC, in the United States Bankruptcy Court - District of Connecticut, case
number 96-51396, on August 21, 1996. VSI was granted first priority lien on
IRSL's assets, by replacing U.S. Transportation Systems, Inc. ("USTS") as senior
lender to IRSL, when VSI paid to USTS the amount of $388,737.25, on January 20,
1997. Pursuant to Section 9-505 of the Uniform Commercial Code, VSI took
possession and title to all of IRSL's assets, free and clear of liens, claims
and encumbrances on January 21, 1997 in accordance with the Court's Order dated
January 17, 1997, which Order permitted VSI to act as a "Replacement Lender" in
the bankruptcy proceeding by paying the debts owed by IRSL to USTS and thereby
succeeding to all right, title, and interest of USTS in and to any and all
claims against IRSL and any and all collateral securing such claims and
succeeding to all the rights of USTS, including the right to take
Reoffer Prospectus 5
<PAGE> 11
immediate possession of all assets. VSI also paid $184,000 to the Connecticut
Department of Development ("DED") on January 20, 1997, to remove the DED's
secured claim lien on IRSL assets.
The funds paid by the Registrant in this acquisition were loaned to the
Registrant by Robert P. Gordon, who is the Chairman and majority shareholder of
the Registrant.
The assets of IRSL consist primarily of equipment, account receivables,
customer contracts and the rights to approximately one hundred "800" telephone
numbers. The Registrant intends to utilize all such assets to operate the former
business of IRSL as the business of VSI. The business, which began in 1992, is
as a destination database marketing service company, specializing in the
provision of a centralized nationwide lodging reservation service and other
travel related services. The business acts as a "transparent" service provider
appearing to customers calling on dedicated 800 telephone numbers as the
regional tourism agency, hospitality association, or commercial tourism
organization that it has contracted with to provide the central reservation
service for. The business provides the booking service seven days a week,
twenty-four hours a day, and all reservation requests are responded to with live
agents. Revenues from the business are derived from a booking fee paid by the
lodging properties for completed stays. The business also books airline tickets
for travelers making lodging reservations, as well as auto rentals.
Acquisition and Disposition of GuaranTEE Time, Inc. ("GTT"). The
"Registrant acquired all of the outstanding capital stock of GuaranTEE Time,
Inc. ("GTT") on February 24, 1997, in exchange for restricted common stock of
the Registrant. Initially 100,000 shares of the Registrant were issued to the
selling shareholders of GTT in exchange for their 100% interest in GTT.
GTT was founded in 1995 with the idea of providing automated tee-time
scheduling for daily-fee golf courses and their customers. The strategy was to
provide the courses in a given area with a computerized tee-sheet and then
connect these courses via a local network that would allow golfers to schedule a
tee-time at any participating course by calling one centralized number. In March
1996, GTT started their first local network with nine participating golf courses
in Milwaukee, Wisconsin. GTT's business plan called for setting up ten of these
local networks (regions) by 1998. In 1996 the company also began development of
a Point of Sale software module to compliment the tee-sheet software. GTT's
business strategy is to offer a nationwide tee-time scheduling service through
combined use of their proprietary tee scheduling software and a centralized 800
number.
The Registrant disposed of substantially all of the assets of GTT on
October 3, 1997, following a sale by GTT (as seller) to Guarantee Time
Acquisitions, Inc., an unaffiliated third-party (the "Buyer").
Consideration received by the Registrant and GTT in the transaction
consisted of the following: $30,000 in earnest money plus $436,012 in cash;
Buyer's promissory note in the amount of $150,000; Buyer's assumption of certain
payments aggregating $35,000; and Buyer's assumption of certain liabilities, up
to an aggregate of $433,000. The $150,000 promissory note does not bear
interest, is secured by a commercial "Standby Letter of Credit," and is payable
as follows: $100,000 due and payable by April 2, 1998; and $50,000 due and
payable on October 2, 1998.
The Registrant and GTT agreed not to compete with the Buyer for a
period of three years in the business of tee-time reservation services. The
Registrant intends to change the name of GuaranTEE Time, Inc. to TSIG
Development Corp.
In connection with the transaction, the Registrant granted to Buyer an
option to purchase 50,000 shares of restricted common stock of the Registrant,
at an exercise price of $1.00, on or before September 30, 2000.
As part of the original acquisition agreement, the Registrant agreed
that up to an additional 500,000 shares of restricted common stock of the
Registrant may be issued to the selling shareholders of GTT over the next three
years if GTT's net income exceeds certain projections over that period of time.
As a result of the sale of assets, because the original selling shareholders of
GTT have been precluded from receiving additional shares, the Registrant is
currently negotiating settlement of this matter with the original selling
shareholders of GTT.
Reoffer Prospectus 6
<PAGE> 12
VSI's Telecommunication System
VSI's Destination Service Center is equipped with a sophisticated
Lucent Definity Enterprise Communications Server, which provides call
sequencing, distribution, and quality-of-answer statistics appropriate to meet
the needs of any VSI destination marketing partner. Once a call enters the ECS,
it is directed either to an available Destination Counselor, or to our Lucent
Intuity Conversant IVR, which collects additional information from the caller
and then directs the call based on the caller's individual needs--whether to
leave messages requesting a mail response, play custom pre-recorded information
about the destination the caller is interested in, or route the call to a live
Destination Counselor. VSI's staffing is based on the goal of answering all
live-counselor calls within 25 seconds after the caller is routed to a
counseling group. Proper scheduling and accurate, history-based forecasting,
utilizing data provided by our Destination Marketing partners, are an integral
part of ensuring that VSI meets this goal.
VSI uses both Hertz Technologies (an AT&T re-seller) and Frontier
Communications as their primary long distance carriers. Via Hertz, VSI has
access to toll-free services around the world, and Frontier has demonstrated its
phenomenal ability to quickly turn around installation times, routing changes,
and service issues. Their billing analysis software, ExpressView 3.0, is a
superior tool for preparing inbound geographic detail analysis for our
Destination Marketing partners.
VSI is currently working towards the implementation of Lucent's Expert
Agent Selection ACD software with our current switching platform. This software
will allow VSI to custom tailor a Destination Counselor's profile in the ACD
system by linking specific skills and knowledge areas to their profile. The
software also will allow VSI to link a "skills needed" profile with specific
inbound calls, and then match the inbound call to the Destination Counselor best
able to assist that caller. This will be a powerful tool with which VSI will be
able to further enhance the service we provide our Destination Marketing
partners.
Management intends to link VSI's reservations system software to the
world-wide travel agency networks, known as CRS's (computerized reservations
systems). Such a link would allow any travel agent serviced by the CRS to seek
information concerning CVB participating properties and to book reservations for
their clients at any participating CVB property in the VSI system. Such bookings
that would be booked as "tour products" are typically booked through travel
agency CRS's, except that the data source is the VSI system. However, VSI does
not have an agreement to link its system with any of the travel agency CRS's,
and VSI can give no assurances that any such agreement could be negotiated on
terms that would be satisfactory to VSI, if at all.
THE OFFERING
<TABLE>
<S> <C>
Common Stock offered by the Selling Security Holders Up to 12,000,000 Shares
Shares of Common Stock Outstanding as of May 4, 1998 35,261,178
Use of Proceeds The Company will not receive any
proceeds from the sale of shares by the
Selling Security Holders
Over-the-Counter Bulletin Board Symbol TSIG
</TABLE>
Reoffer Prospectus 7
<PAGE> 13
RISK FACTORS
THE COMPANY'S SECURITIES INVOLVE A HIGH DEGREE OF RISK, INCLUDING, BUT NOT
LIMITED TO, THE FACTORS DESCRIBED BELOW. AN INVESTMENT IN THE COMPANY'S
SECURITIES SHOULD BE MADE ONLY BY PERSONS WHO CAN AFFORD A LOSS OF THEIR ENTIRE
INVESTMENT. INVESTORS SHOULD CONSIDER CAREFULLY THE FOLLOWING RISK FACTORS
INHERENT IN AND AFFECTING THE BUSINESS OF THE COMPANY.
No Assurance of Profitability; Highly Speculative Investment. The
Company has been operating at a loss since inception, and there is little upon
which to base an assumption that the Company's plans will either materialize or
prove successful, and, accordingly, there can be no assurance of whether or when
operations will become profitable.
History of Operating Losses; Working Capital Deficit; Financial
Instability. For the fiscal year ended December 31, 1997, the Company sustained
a net loss of approximately $18,042,742. These losses are expected to continue
for a presently undetermined time. As of December 31, 1997, the Company had
negative stockholders' equity of $5,193,925, an accumulated deficit of
$26,066,383 and a working capital deficit of $5,597,256. As of the date hereof,
the Company has earned limited operating revenues. Various factors affecting the
Company's operations may raise substantial doubt as to the Company's ability to
continue as a going concern. There can be no assurance that the Company will be
able to continue as a going concern or achieve sustainable revenues or
profitable operations.
Additional Funding Required. The Company's business will require
substantial investment on a continuing basis to finance capital expenditures and
related expenses in pursuit of its business plan. Furthermore, there is no
assurance that the Company will be able to generate additional capital on a
timely basis and on satisfactory terms and conditions to meet its future
financing needs or to expand into additional markets. In connection with the
further development of the Company's business, the Company anticipates that it
may need to raise additional funds through subsequent private placements which
will be exempt from registration. Any such additional private placements will
not require prior shareholder approval, and may be equity offerings of Common
Stock or Preferred Stock convertible into Common Stock, or debt offerings of
notes or debentures convertible into Common Stock. Any subsequent private
placement of equity securities (i.e., stock) or debt securities convertible into
Common Stock would have the effect of immediately diluting the interest of the
then existing shareholders of the Company. Furthermore, the Company may also
grant registration rights to investors in subsequent private placements, if any.
Acquisition of Compact Connection, Inc. The Company has acquired the
business and the assets of Compact Connection, Inc. (an unaffiliated Nevada
corporation), through the Company's wholly-owned subsidiary, Compact Connection,
Inc. (a Delaware Corporation) ("CCI"), effective at the close of business on
April 30, 1998, pursuant to an Asset Purchase Agreement dated April 23, 1998.
Payment of the purchase price of 6,000,000 shares of Common Stock of the Company
is contingent on satisfactory completion of a due diligence review by the
Company and an independent audit of the financial statements of the acquired
business. The acquired assets consist primarily of equipment, distributor
contracts, tradenames and trademarks, and goodwill. The business, involves the
direct-music marketing of compact disks and cassettes, through the use of a
music card, similar to a credit card or long-distance calling card, that allows
purchasers of the card the ability to buy a specific number of compact disks or
cassettes from over 200,000 titles, including the music industry's latest top
releases, at "below-retail" prices. Orders are taken over a toll-free number and
are delivered via mail. Music cards can be purchased directly from the business
or from authorized distributors. In the event that the Company's due diligence
review or the audited financial statements prove unsatisfactory to the Company,
the Company can "unwind" the transaction. There can be no assurance that the
Company's due diligence review or the audited financial statements prove
satisfactory; and even if the transaction is not "unwound," there can be no
assurance that the operations of CCI will be profitable or result in any
benefits to the Company.
Technological Obsolescence. The computer software field is
characterized by rapid technological developments and advances, particularly in
the travel industry. Although the Company believes that its computer
Reoffer Prospectus 8
<PAGE> 14
system is expected to be technically and economically competitive and it is
anticipated that it will not become obsolete for the foreseeable future, it is
possible that intervening development of new technology and/or new systems could
render all or part of the Company's systems obsolete.
Current Litigation. The Company's subsidiary, Visitors Services, Inc.
("VSI"), is currently involved in several litigation matters. The Form 10-KSB
for the year ended December 31, 1997, incorporated herein by reference, provides
a summary of these matters. There can be no assurance that the outcome of any
litigation will be favorable to VSI or the Company.
Non-Exclusivity and Potential Conflicts of Interests of Officers and
Directors. Two of the Company's Officers and Directors, Robert P. Gordon and
Paul W. Henry, are engaged in other activities and endeavors, and thus may
devote less than full time to the Company's activities. Because the Officers and
Directors may engage in operations independent of the Company, their activities
may conflict with those of the Company. In dealing with any potential conflicts
which may arise as a result of their outside activities, the Officers and
Directors will attempt to conduct themselves in accordance with their fiduciary
obligations to the Company.
Reliance on Existing Management; Lack of "Key-Person" Life Insurance.
The Company's operations are presently dependent on the existing management. The
loss to the Company of one or more of its existing executive officers could have
a material adverse effect on the Company's business and results of operations.
The Company does not currently maintain "key person" life insurance on the life
of any of its officers, directors, employees or consultants.
Competition. The Company may be competing with other corporations which
have greater assets, financial resources, research and marketing capabilities.
No assurance can be given that the Company will be successful in meeting the
competition or in developing or marketing its products and services.
Control by Officers, Directors and Principal Stockholders. The
Company's current officers and directors beneficially own a substantial portion
of the outstanding Common Stock. Because the Company's Articles of Incorporation
do not provide for cumulative voting, the holders of such a substantial interest
should be expected to be in a position to elect all of the directors if they
choose to do so. Accordingly, these persons, individually and as a group, would
be able to effectively control the Company and direct its affairs and business,
including any determination with respect to the acquisition or disposition of
assets by the Company, future issuances of Common Stock or other securities by
the Company, declaration of dividends on the Common Stock, and the election of
directors. Such concentration of ownership may also have the effect of delaying,
deferring, or preventing a change in control of the Company.
Indemnification and Limitation of Directors' Liability. The Company's
Bylaws provide that the Company shall indemnify in the manner and to the extent
permitted by law, any person (or that person's testator or intestate successor)
made or threatened to be made a party to any action or proceeding, whether
domestic or foreign, civil or criminal, judicial or administrative, or federal
or state, by reason of the fact that the person was a director or officer of the
Company or served any other corporation in any capacity at the request of the
Company. Further, the Company has entered into agreements with several officers
and directors of the Company and its subsidiaries, and may enter into agreements
with additional officers and directors, to indemnify and hold such persons
harmless, to the maximum extent permitted by law in the event any claims or
legal actions are brought against such person arising out of his acts or
decisions done or made in the authorized scope of such person's employment or
position with the Company.
The Company currently has a directors' and officers' liability
insurance policy with an aggregate limit of liability of $5,000,000 (inclusive
of costs of defense). The current policy expires May 27, 1998.
The General Corporation Law of Florida eliminates the personal
liability of its directors to the Company or its stockholders for monetary
damages for breach of fiduciary duty of loyalty and care as a director, unless:
(a) the director breached or failed to perform his duties as a director; and (b)
the directors breach of, or failure to perform, those duties constitutes: (i) a
violation of criminal law, unless the director had reasonable cause to believe
his
Reoffer Prospectus 9
<PAGE> 15
conduct was lawful or had no reasonable cause to believe his conduct was
unlawful; (ii) a transaction from which the director derived an improper person
benefit, either directly or indirectly; (iii) a circumstance under which a
director votes for or assents to an unlawful distribution; (iv) in a proceeding
by or in the right of the Company to procure a judgment in its favor or in the
right of a shareholder, conscious disregard for the best interests of the
Company, or willful misconduct; or (v) in a proceeding by or in the right of
someone other than the Company or a shareholder with, recklessness or an act of
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.
The Company has been advised that it is the position of the Securities
and Exchange Commission that insofar as the foregoing provisions may be invoked
to disclaim liability for damages arising under the Act, that such provisions
are against public policy as expressed in the Act and are therefore
unenforceable.
Preferred Stock. The Company's Articles of Incorporation authorize the
Company to issue 10,000,000 shares of Preferred Stock, $.001 par value. None are
issued as of the date of this Reoffer Prospectus. The Preferred Stock may be
divided into and issued in one or more series as may be determined by resolution
of the Board of Directors. The Board of Directors is authorized, without any
further action by the shareholders, to determine dividend rates, liquidation
preferences, redemption provisions, sinking fund provisions, conversion rights,
voting rights, and other rights, preferences, privileges and restrictions of any
wholly unissued series of Preferred Stock and the number of shares constituting
any such series. In addition, such Preferred Stock could have other rights,
including voting and economic rights senior to the Common Stock so that the
issuance of such stock could adversely affect the market value of the Common
Stock. The creation of one or more series of Preferred Stock also may have the
effect of delaying, deferring or preventing a change in control of the Company
without any action by shareholders.
Limited Public Market for Common Stock. The Company believes there has
been only limited trading in the Company's Common Stock. There is no assurance
that the Common Stock will continue to be publicly tradable or that any
liquidity exists for the Company's shareholders.
No Dividends on Common Stock and None Anticipated. The payment by the
Company of cash dividends, if any, to holders of Common Stock in the future
rests within the discretion of its Board of Directors and will depend, among
other things, upon the Company's earnings, its capital requirements and its
financial condition, as well as other relevant factors. The Company has not paid
or declared any cash dividends upon its Common Stock since its inception and by
reason of its present financial status and its contemplated future financial
requirements does not contemplate or anticipate making any cash distributions
upon its Common Stock in the foreseeable future.
Future Issuances of Common Stock Pursuant to Non-Statutory Stock Option
Plans, Non-Plan Options and Contingent Stock Issuances. The Company has in
effect three separate non-qualified stock option plans which, combined,
initially reserved for issuance up to 40,000,000 shares of the Company's Common
Stock, for the benefit of officers, directors, employees and consultants of the
Company and its subsidiaries. As of the date of this Reoffer Prospectus,
approximately 14,006,261 shares of Common Stock have been issued under the Plans
and approximately 20,243,739 options are outstanding. The issuance of additional
shares under the plans will have the effect of diluting the percentage ownership
of the then existing shareholders. The Company also currently has outstanding
non-plan options and other contingent commitments to issue shares of Common
Stock. Additional securities or options to acquire securities of the Company may
be issued or granted at any time by the Board of Directors, in most cases
without requiring shareholder approval.
Future Sales of Common Stock by Management and Others. Future sales of
Common Stock by management and others may be made pursuant to and in compliance
with the provisions of Rule 144 of the Securities Act of 1933, as amended. In
general, under Rule 144, a person who has satisfied a one-year holding period
may, under certain circumstances, sell within any three-month period a number of
shares which does not exceed the greater of one percent of the then outstanding
shares of Common Stock or (if qualified) the average weekly trading volume in
shares during the four calendar weeks immediately prior to such sale. Rule 144
also permits under certain circumstances, the sale of shares without any
quantity or other limitation by a person who is not an affiliate of the Company
and who has satisfied a two-year holding period. In addition, management and
Reoffer Prospectus 10
<PAGE> 16
others have acquired and may acquire in the future shares of Common Stock
registered on Form S-8, which shares may be sold, subject to compliance with
state securities laws, by non-affiliates without restriction, and by affiliates
(including management) either (i) pursuant to Rule 144 but without regard to the
holding period or (ii) pursuant to an effective reoffer prospectus filed for the
Form S-8. Future sales of Common Stock may have an adverse effect on the then
prevailing market price, if any, of the Common Stock and adversely affect the
Company's ability to obtain future financing in the capital markets as well as
create a potential market overhang.
SELLING SECURITY HOLDERS
The following table sets forth all persons eligible to resell and the
amounts of securities available to be resold, if known at the date of this
Prospectus, whether or not they have a present intent to do so. Reoffer and
resales of the following securities may be made on a continuous or delayed basis
in the future. The shares of Common Stock being registered hereunder for reoffer
and resale are defined as control securities and have been or may be acquired by
the Selling Security Holders, each of whom are deemed or may be deemed to be
affiliates of the Company, pursuant to the Company's Stock Option Plan (as
restated).
<TABLE>
<CAPTION>
Relationship with Number of Shares Number of Shares Percentage of
Name and address of Company within beneficially owned which may be Shares beneficially
Selling Stockholder past three years before the offering offered for resale owned after offering
<S> <C> <C> <C> <C>
Robert P. Gordon (1) 4,796,208 (2) 7,000,000 (2) 24.9
Suite 1000
100 Second Ave. South
St. Petersburg, FL 33701
Stephen G. McLean (3) 33,333 (4) 250,000 (4) *
Suite 1000
100 Second Ave. South
St. Petersburg, FL 33701
Persons unknown to the (5) (5) 4,750,000 (5) 10.0
Company
</TABLE>
- ------------------
* Indicates less than 1%.
(1) Robert P. Gordon, 47, has served as the Chairman and a Director of the
Registrant since September 26, 1996. Mr. Gordon founded the Registrant's
subsidiary, VSI, in 1992 to meet the demanding requirements of the
domestic tourism industry. As founder and chairman of Phoenix Information
Systems Corp. ("Phoenix"), a firm that invested ten years and millions of
dollars to develop an airline and hotel reservation system for
international markets, Mr. Gordon recognized that sophisticated automated
destination system software could be programmed to exceed the
specifications of any domestic or international hospitality and tourism
marketing program currently in use. Mr. Gordon is chairman of Heaven
International, Inc. (formerly Harvest International of America, Inc.), a
company engaged in the development of global tourism. Mr. Gordon has a BA
in Philosophy and Biology from New York University, where he also did his
graduate studies.
(2) Mr. Gordon individually owns 2,325,591 shares of the Company's common
stock, Elizabeth K. Gordon, his wife, individually owns 1,409,857, and
they jointly own 698,750 shares. Also included are 362,010 shares owned
by Heaven International, Inc., which is controlled by Robert P. Gordon.
On December 8, 1997, Mr. Gordon was granted a total of 7,000,000 options
to purchase common stock under the Plan, exercisable at $0.15 per share,
expiring on December 31, 2002. The shares underlying these options are
being registered hereunder for possible reoffer and resale, which may be
made on a continuing or delayed basis in the future. On April 20, 1998,
Mr. Gordon was granted an additional 7,000,000 options to purchase common
stock
Reoffer Prospectus 11
<PAGE> 17
under the Plan, exercisable at $0.15 per share, expiring on April 30,
2003. At the date of this prospectus, Mr. Gordon has not exercised any of
these options.
(3) Stephen G. McLean, 43, has served as Chief Executive Officer and a
Director of the Registrant since September 26, 1996. Mr. McLean first
joined the Registrant's subsidiary, VSI, in early 1996 as Chief Executive
Officer and became a Director of VSI in January 1997. Previously, he was
Corporate Vice President-Worldwide Marketing for Indigo NV, an
innovative, high-technology printing and marketing communications
company. At Indigo, Mr. McLean was responsible for the domestic and
foreign marketing strategy of one of the fastest growing publicly traded
companies in the United States. Mr. McLean was also instrumental in
formulating and implementing the successful launch strategy for the
E-Print 1000, the world's first digital offset printing press. Prior to
joining Indigo, Mr. McLean held various executive positions at Scitex
America Corporation, including Vice President-Strategic Planning, Vice
President-Marketing and Vice President-National Division. The division
penetrated the major account segments of the printing and publishing
industry. Mr. McLean holds B.S. and J.D. degrees from Suffolk University
in Boston as well as an MBA from Northeastern University. He is a member
of the Massachusetts Bar.
(4) Mr. McLean individually owns 33,333 shares of the Company's common stock.
Mr. McLean has been granted 250,000 options to purchase the Company's
common stock under the Plan, at an option exercise price of $0.30 per
share. The options vest at the rate of 13,888 per month for 18 months
commencing January 24, 1999, expiring on March 31, 2002. The shares
underlying the options are being registered hereunder for possible
reoffer and resale (in accordance with their vesting schedule), which may
be made on a continuing or delayed basis in the future.
(5) As the names of any other Selling Security Holders and the amounts of
securities to be reoffered become known, the Registrant will supplement
this Prospectus with such information.
PLAN OF DISTRIBUTION
Up to 12,000,000 of the shares of Common Stock offered hereby may 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.
DESCRIPTION OF SECURITIES TO BE REGISTERED
The Company's Articles of Incorporation, as amended, included in
Exhibit 3.5 to the Company's Form 10-QSB for the quarter ended March 31, 1997,
and the Company's Bylaws, as amended, included in Exhibit 3.3 to the Company's
Current Report on Form 8-K dated October 17, 1996, define the rights of holders
of the Common Stock being registered. The securities to be registered hereunder
for reoffer and resale by the Selling Security Holders are of the same class.
The Selling Security Holders have or will acquire the shares of Common Stock
pursuant to Company's employee's and consultant's benefit plan, entitled the
"TeleServices Stock Option Plan," as may be amended from time to time (the
"Plan"). The shares to be issued pursuant to the Plan and the shares underlying
any grant of option thereunder have been registered with the Securities and
Exchange Commission under its Registration Statement on Form S-8, of which this
reoffer prospectus is a part.
INTERESTS OF NAMED EXPERTS AND COUNSEL
Futro & Trauernicht, LLC, Attorneys and Counselors at Law (the "Firm"),
has acted as counsel to the Company and has given its opinion as to the validity
of the securities registered with the Registration Statement hereunder, which
opinion appears at Exhibit 5.5 thereto. The Firm, or members of the Firm, may in
the future be issued shares or options to purchase shares pursuant to the Plan,
which shares of Common Stock may be restricted or registered pursuant to the
Registration Statement.
Reoffer Prospectus 12
<PAGE> 18
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 8th day
of May, 1998.
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: May 8, 1998
By: /s/ Robert P. Gordon
-----------------------------------------------
Robert P. Gordon, Chairman, Director
Dated: May 8, 1998
By: /s/ Paul W. Henry
-----------------------------------------------
Paul W. Henry, Secretary, Treasurer, Director
Dated: May 8, 1998
By: /s/ Raymond P. Wilson
-----------------------------------------------
Raymond P. Wilson, Chief Financial Officer
(principal accounting officer)
Dated: May 8, 1998
Reoffer Prospectus 13
<PAGE> 19
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
<S> <C>
4.1 The Company's Articles of Incorporation, as
amended, which define the rights of holders
of the equity securities being registered(2)
4.2 The Company's Bylaws, as amended, which
define the rights of holders of the equity
securities being registered(3)
5.6 Opinion of Counsel, Futro & Trauernicht, LLC
(1)
10.3 TeleServices Stock Option Plan(1)
23.14 Consent of Schumacher & Associates, Inc.,
Certified Public Accountants(1)
23.15 Consent of Futro & Trauernicht, LLC(4)
</TABLE>
- -------------------
(1) Filed herewith.
(2) Incorporated by reference to Exhibit 3.5 to the Company's Form 10-QSB
for the quarter ended March 31, 1997.
(3) Incorporated by reference to Exhibit 3.3 to the Company's Current
Report on Form 8-K dated October 17, 1996 and filed October 23, 1996.
(4) Included in Exhibit 5.6.
<PAGE> 1
EXHIBIT 5.6
[FUTRO & TRAUERNICHT LLC LETTERHEAD]
May 8, 1998
U.S. Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington D.C. 20549
Re: TeleServices International Group Inc.
Form S-8 Registration Statement
OPINION OF COUNSEL NO. 98-128.1
Ladies and Gentlemen:
OPINION OF COUNSEL
We have acted as counsel to TeleServices International Group Inc. (the
"Company") in connection with the preparation and filing of a Registration
Statement on Form S-8, which pursuant to General Instruction C of Form S-8,
contains a prospectus prepared in accordance with the requirements of Part I of
Form S-3 relating to the possible reoffering of the shares registered thereunder
by affiliates or control persons of the Company (collectively, the "Registration
Statement"). The Registration Statement covers the registration under the
Securities Act of 1933, as amended, of 12,000,000 shares of the Company's common
stock, $.0001 par value per share (the "Shares"), pursuant to the Company's
employee and consultant benefit plan entitled the "TeleServices Stock Option
Plan," restated and adopted by the Board of Directors of the Company on April
20, 1998 (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 & TRAUERNICHT LLC LETTERHEAD]
U.S. Securities and Exchange Commission
May 8, 1998
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 & TRAUERNICHT LLC
/s/ Peter G. Futro
Peter G. Futro
<PAGE> 1
EXHIBIT 10.3
TELESERVICES STOCK OPTION PLAN
(RESTATED APRIL 20, 1998)
SECTION 1. INTRODUCTION
1.1 Establishment. Effective as provided in Section 17, TeleServices
International Group Inc., a Florida corporation (the "Company"), hereby restates
this plan of long-term stock-based compensation incentives for selected Eligible
Participants of the Company and its affiliated corporations. The plan is known
as the TeleServices Stock Option Plan (the "Plan"). The Plan was originally
adopted by the Company on December 8, 1997. The Plan as restated herein was
adopted by the Company on April 20, 1998.
1.2 Purpose. The purpose of the Plan is to promote the best interest
of the Company, and its stockholders by providing a means of non-cash
remuneration to selected Eligible Participants who contribute most to the
operating progress and earning power of the Company.
SECTION 2. DEFINITIONS
The following definitions shall be applicable to the terms used in the
Plan:
2.1 "Affiliated Corporation" means any corporation that is either a
parent corporation with respect to the Company or a subsidiary corporation with
respect to the Company (within the meaning of Sections 424(e) and (f),
respectively, of the Internal Revenue Code).
2.2 "Code" means the Internal Revenue Code of 1986, as it may be
amended from time to time.
2.3 "Committee" means a committee designated by the Board of Directors
to administer the Plan or, if no committee is so designated, the Board of
Directors. Any Committee Member who is also an Eligible Participant may receive
a grant only if he abstains from voting in favor of a grant to himself, and the
grant is determined and approved by the remaining Committee Members. The Board
of Directors, in its sole discretion, may at any time remove any member of the
Committee and appoint another Director to fill any vacancy on the Committee.
2.4 "Common Stock" means the Company's $.0001 par value voting common
stock.
2.5 "Company" means TeleServices International Group Inc., a Florida
corporation and its subsidiaries.
2.6 "Effective Date" means the effective date of the Plan, as set
forth in Section 17 hereof.
2.7 "Eligible Participant" or "Participant" means any employee,
director, officer, consultant, or advisor of the Company who is determined (in
accordance with the provisions of Section 4 hereof) to be eligible to receive
stock and exercise stock options hereunder.
2.8 "Fair Market Value" means with respect to Common Stock, as of any
date, the closing price of a share of Common Stock as reported on such exchange
on which the Company's Common Stock may be listed.
2.9 "Option" means the grant to an Eligible Participant of a right to
acquire shares of Restricted Stock of the Company, unless said shares are duly
registered, and thus freely tradeable, pursuant to a Grant of Option approved by
the Committee and executed and delivered by the Company.
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TELESERVICES STOCK OPTION PLAN (RESTATED 04/20/98) PAGE 1 OF 6
<PAGE> 2
2.10 "Plan" means this TeleServices Stock Option Plan, as restated on
April 20, 1998.
2.11 "Registered Stock" means shares of common stock, $.0001 par value,
of the Company underlying an Option which, if specified in the written Option
are, upon issuance, freely tradeable by virtue of having been registered with
the Securities and Exchange Commission under cover of Form S-8, or another
appropriate registration statement, and which shares have been issued subject to
the "blue sky" provisions of any appropriate state jurisdiction. Special resale
restrictions may, however, apply to officers, directors, control shareholders
and affiliates of the Company and such persons will be required to obtain an
opinion of counsel as regards their ability to resell shares received pursuant
to this Plan.
2.12 "Stock" or "Restricted Stock" means shares of common stock, $.0001
par value, of the Company issuable directly under the Plan or underlying the
grant of the Option, which are, upon issuance, subject to the restrictions set
forth in Section 11 hereof.
Wherever appropriate, words used in the Plan in the singular may mean the
plural, the plural may mean the singular, and the masculine may mean the
feminine.
SECTION 3. ADOPTION AND ADMINISTRATION OF THE PLAN
The Plan was originally adopted on December 8, 1997. The Plan was restated
by the Company on April 20, 1998. In the absence of contrary action by the Board
of Directors, and except for action taken by the Committee pursuant to Section 4
in connection with the determination of Eligible Participants, any action taken
by the Committee or by the Board of Directors with respect to the
implementation, interpretation or administration of the Plan shall be final,
conclusive and binding.
SECTION 4. ELIGIBILITY AND AWARDS
The Committee shall determine at any time and from time to time after the
effective date of the Plan: (i) the Eligible Participants; (ii) the number of
shares of Common Stock issuable directly or to be granted pursuant to the Option
which an Eligible Participant may exercise; (iii) the price per share at which
each option may be exercised, in cash or cancellation of fees for services for
which the Company is liable, if applicable, or the value per share if a direct
issue of stock; and (iv) the terms on which each option may be granted. Such
determination, as may from time to time be amended or altered at the sole
discretion of the Committee. Notwithstanding the provisions of Section 3 hereof,
no such determination by the Committee shall be final, conclusive and binding
upon the Company unless and until the Board of Directors has approved the same;
provided, however, that if the Committee is composed of a majority of the
persons then comprising the Board of Directors of the Company, such approval by
the Board of Directors shall not be necessary.
SECTION 5. GRANT OF OPTION
Subject to the terms and provisions of this Plan, the terms and conditions
under which the Option may be granted to an Eligible Participant shall be set
forth in a written agreement (i.e., a Consulting Agreement, Services Agreement,
Fee Agreement, or Employment Agreement) or as written Grant of Option hereunder
shall be in the form attached hereto as Exhibit A and made a part hereof and
containing such modifications thereto and such other provisions as the
Committee, in its sole discretion, may determine. Notwithstanding the foregoing
provisions of this Section 5, each Grant of Option shall incorporate the
provisions of this Plan by reference.
SECTION 6. TOTAL NUMBER OF SHARES OF COMMON STOCK
The total number of shares of Common Stock reserved for issuance by the
Company either directly or underlying Options granted under this Plan shall not
be more than 20,000,000, as restated.
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TELESERVICES STOCK OPTION PLAN (RESTATED 04/20/98) PAGE 2 OF 6
<PAGE> 3
The total number of shares of Common Stock reserved for such issuance may be
increased only by a resolution adopted by the Board of Directors and amendment
of the Plan. Such Common Stock may be authorized and unissued or reacquired
common stock of the Company.
SECTION 7. PURCHASE OF SHARES OF COMMON STOCK
7.1 As soon as practicable after the determination by the Committee
and approval by the Board of Directors (if necessary, pursuant to Section 4
hereof) of the Eligible Participants and the number of shares an Eligible
Participant may be issued directly or granted pursuant to an Option, the
Committee shall give notice (written or oral) thereof to each Eligible
Participant, which notice may be accompanied by the Grant of Option, if
appropriate, to be executed by such Eligible Participant. Upon receipt, an
Eligible Participant may exercise his right to an Option to purchase Common
Stock by providing written notice as specified in the Grant of Option.
7.2 The negotiated cost basis of stock issued directly or the exercise
price for each option to purchase shares of Common Stock pursuant to paragraph
7.1 shall be as determined by the Committee, it being understood that the price
so determined by the Committee may vary from one Eligible Participant to
another. In computing the negotiated direct issue price or the Option exercise
price of a share of Common Stock, the Committee shall take into consideration,
among other factors, the restrictions set forth in Section 11 hereof.
SECTION 8. PAYMENT UPON EXERCISE OF OPTION OR DIRECT ISSUANCE
The Committee shall determine the terms of the Grant of Option and the
exercise price or direct issue price for payment by each Participant for his
shares of Common Stock granted thereunder. Such terms shall be set forth or
referred to in the Grant of Option or Board Resolution authorizing the share
issuance. The terms and/or exercise price so set by the Committee may vary from
one Participant to another. In the event that all the Committee approves an
Option grant permitting deferred payments, the Participant's obligation to pay
for such Common Stock shall be evidenced by a Promissory Note executed by such
Participant and containing such modifications thereto and such other provisions
as the Committee, in its sole discretion, may determine.
SECTION 9. DELIVERY OF SHARES OF COMMON STOCK UPON EXERCISE
The Company shall deliver to or on behalf of each Participant such number
of shares of Common Stock as such Participant elects to purchase upon direct
issuance or upon exercise of the Option. Such shares, which shall be fully paid
and nonassessable upon the issuance thereof (unless a portion or all of the
purchase price shall be paid on a deferred basis) shall be represented by a
certificate or certificates registered in the name of the Participant and
stamped with an appropriate legend referring to the restrictions thereon, if
any, as may be set forth in the Grant of Option. Subject to the terms and
provisions of the Florida Business Corporation Act and the Grant of Option to
which he is a party, a Participant shall have all the rights of a stockholder
with respect to such shares, including the right to vote the shares and to
receive all dividends or other distributions paid or made with respect thereto
(except to the extent such Participant defaults under the promissory note, if
any, evidencing the deferred purchase price for such shares), provided that such
shares shall be subject to the restrictions hereinafter set forth. In the event
of a merger or consolidation to which the Company is a party, or of any other
acquisition of a majority of the issued and outstanding shares of common stock
of the Company involving an exchange or a substitution of stock of an acquiring
corporation for common stock of the Company, or of any transfer of all or
substantially all of the assets of the Company in exchange for stock of an
acquiring corporation, a determination as to whether the stock of the acquiring
corporation so received shall be subject to the restrictions set forth in
Section 11 shall be made solely by the acquiring corporation.
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TELESERVICES STOCK OPTION PLAN (RESTATED 04/20/98) PAGE 3 OF 6
<PAGE> 4
SECTION 10. RIGHTS OF EMPLOYEES; PARTICIPANTS
10.1 Employment. Nothing contained in the Plan or in any Stock Option,
Restricted Stock award or other Common Stock award granted under the Plan shall
confer upon any Participant any right with respect to the continuation of his or
her employment by the Company or any Affiliated Corporation, or interfere in any
way with the right of the Company or any Affiliated Corporation, subject to the
terms of any separate employment agreement to the contrary, at any time to
terminate such employment or to increase or decrease the compensation of the
Participant from the rate in existence at the time of the grant of a Stock
Option or other Common Stock award. Whether an authorized leave of absence, or
absence in military or government service, shall constitute termination of
employment shall be determined by the Committee at the time.
10.2 Non-transferability. No right or interest of any Participant in a
Stock Option award shall be assignable or transferable during the lifetime of
the Participant, either voluntarily or involuntarily, or subjected to any lien,
directly or indirectly, by operation of law, or otherwise, including execution,
levy, garnishment, attachment, pledge or bankruptcy. In the event of a
Participant's death, a Participant's rights and interest in Stock Option awards
shall be transferable by testamentary will or the laws of descent and
distribution, and payment of any amounts due under the Plan shall be made to,
and exercise of any Stock Options may be made by, the Participant's legal
representatives, heirs or legatees. If in the opinion of the Committee a person
entitled to payments or to exercise rights with respect to the Plan is unable to
care for his or her affairs because of mental condition, physical condition, or
age, payment due such person may be made to, and such rights shall be exercised
by, such person's guardian, conservator or other legal personal representative
upon furnishing the Committee with evidence satisfactory to the Committee of
such status.
SECTION 11. GENERAL RESTRICTIONS
11.1 Investment Representations. The Company may require any person to
whom a Stock Option, Restricted Stock award, or other Common Stock award is
granted, as a condition of exercising such Stock Option, or receiving such
Restricted Stock award, or other Common Stock award, to give written assurances
in substance and form satisfactory to the Company and its counsel to the effect
that such person is acquiring the Common Stock subject to the Stock Option,
Restricted Stock award, or other Common Stock award for his or her own account
for investment and not with any present intention of selling or otherwise
distributing the same, and to such other effects as the Company deems necessary
or appropriate in order to comply with federal and applicable state securities
laws.
11.2 Compliance with Securities Laws. Each Stock Option shall be
subject to the requirement that if at any time counsel to the Company shall
determine that the listing, registration or qualification of the shares subject
to such Stock Option upon any securities exchange or under any state or federal
law, or the consent or approval of any governmental or regulatory body, is
necessary as a condition of, or in connection with, the issuance or purchase of
shares thereunder, such Stock Option may not be accepted or exercised in whole
or in part unless such listing, registration, qualification, consent or approval
shall have been effected or obtained on conditions acceptable to the Committee.
Nothing herein shall be deemed to require the Company to apply for or to obtain
such listing, registration or qualification.
11.3 Changes in Accounting Rules. Notwithstanding any other provision
of the Plan to the contrary, if, during the term of the Plan, any changes in the
financial or tax accounting rules applicable to Stock Options, Restricted Stock
awards or other Common Stock awards shall occur that, in the sole judgment of
the Committee, may have a material adverse effect on the reported earnings,
assets or liabilities of the Company, the Committee shall have the right and
power to modify as necessary, or cancel, any then outstanding and unexercised
Stock Options, any then outstanding Restricted Stock awards as to which the
applicable employment restriction has not been satisfied and any other Common
Stock awards.
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TELESERVICES STOCK OPTION PLAN (RESTATED 04/20/98) PAGE 4 OF 6
<PAGE> 5
SECTION 12. WITHHOLDING REQUIREMENT
The Company's obligations to deliver shares of Common Stock upon the
exercise of any Stock Option granted under the Plan or pursuant to any other
Common Stock award, shall be subject to the Participant's satisfaction of all
applicable federal, state and local income and other tax withholding
requirements. The Company may, in its sole discretion, withhold the appropriate
number of shares of Common Stock from Participant's option exercise to satisfy
such tax requirements.
SECTION 13. PLAN BINDING UPON ASSIGNS OR TRANSFEREES
In the event that, at any time or from time to time, any shares of Common
Stock are sold, exchanged, assigned or transferred to any party (other than the
Company) pursuant to the provisions of Section 10.2 hereof, such party shall
take such shares of Common Stock pursuant to all provisions and conditions of
this Plan, and, as a condition precedent to the transfer of such shares of
Common Stock, such party shall agree (for and on behalf of himself or itself,
his or its legal representatives and his or its transferees and assigns) in
writing to be bound by all provisions of this Plan.
SECTION 14. COSTS AND EXPENSES
All costs and expenses with respect to the adoption, implementation,
interpretation and administration of the Plan shall be borne by the Company.
SECTION 15. CHANGES IN CAPITAL STRUCTURE OF THE COMPANY
Unless otherwise consented to by the Company in writing or unless otherwise
required by law, the shares of Restricted Stock issuable upon exercise of the
Option which are held by a Participant shall not be adjusted in any manner for:
(i) a subdivision or combination of any of the shares of capital stock of the
Company; (ii) a dividend payable in shares of capital stock of the Company;
(iii) a reclassification of any shares of capital stock of the Company; or (iv)
any other change in the capital structure of the Company.
SECTION 16. PLAN AMENDMENT, MODIFICATION AND TERMINATION
The Board, upon recommendation of the Committee or at its own initiative,
at any time may terminate and at any time and from time to time and in any
respect, may amend or modify the Plan, including:
(a) Increase the total amount of Common Stock that may be awarded
under the Plan, except as provided in Section 15 of the Plan;
(b) Change the classes of Eligible Employees from which Participants
may be selected or materially modify the requirements as to eligibility for
participation in the Plan;
(c) Increase the benefits accruing to Participants; or
(d) Extend the duration of the Plan.
Any Stock Option or other Common Stock award granted to a Participant prior
to the date the Plan is amended, modified or terminated will remain in effect
according to its terms unless otherwise agreed upon by the Participant;
provided, however, that this sentence shall not impair the right of the
Committee to take whatever action it deems appropriate under Section 11 or
Section 15. The termination or any modification or amendment of the Plan shall
not, without the consent of a Participant, affect his rights under a Stock
Option, Restricted Stock Award or other Common Stock award previously granted to
him. With the consent of the Participant, the Committee may amend outstanding
option agreements in a
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TELESERVICES STOCK OPTION PLAN (RESTATED 04/20/98) PAGE 5 OF 6
<PAGE> 6
manner not inconsistent with the Plan. The Board shall have the right to amend
or modify the terms and provisions of the Plan and of any outstanding Stock
Options granted under the Plan.
SECTION 17. EFFECTIVE DATE OF THE PLAN
17.1 Effective Date. The Plan is effective as of December 8, 1997, the
date it was originally adopted by the Board of Directors of the Company.
17.2 Duration of the Plan. The Plan shall terminate at midnight on
December 7, 2002, which is the day before the fifth anniversary of the original
Effective Date, and may be extended thereafter or terminated prior thereto by
action of the Board of Directors; and no Stock Option, Restricted Stock Award or
other Common Stock award shall be granted after such termination. Stock Options,
Restricted Stock Awards and other Common Stock awards outstanding at the time of
the Plan termination may continue to be exercised, or become free of
restrictions, in accordance with their terms.
SECTION 18. BURDEN AND BENEFIT
The terms and provisions of this Plan shall be binding upon, and shall
inure to the benefit of, each Participant, his executives or administrators,
heirs, and personal and legal representatives.
Restated as of the 20th day of April, 1998.
TELESERVICES INTERNATIONAL GROUP INC.
By: /s/ Stephen G. McLean
------------------------------------------
Stephen G. McLean, Chief Executive Officer
ATTEST:
/s/ Paul W. Henry
- ------------------------
Paul W. Henry, Secretary
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TELESERVICES STOCK OPTION PLAN (RESTATED 04/20/98) PAGE 6 OF 6
<PAGE> 7
EXHIBIT A
FORM OF
GRANT OF OPTION PURSUANT TO THE
TELESERVICES STOCK OPTION PLAN
TeleServices International Group Inc., a Florida corporation (the
"Company"), hereby grants to ________________________________ ("Optionee") an
option to purchase ___________ shares of common stock, $.0001 par value (the
"Shares") of the Company at the purchase price of $______ per share (the
"Purchase Price") in accordance with and subject to the terms and conditions of
the TeleServices Stock Option Plan. This option is exercisable in whole or in
part, and upon payment in cash or cancellation of fees, or other form of payment
acceptable to the Company, to the offices of the Company at 100 Second Avenue
South, Suite 1000, St. Petersburg, Florida 33701. This Grant of Option form
supersedes and replaces any prior notice of option grant, description of vesting
terms or similar documents previously delivered to Optionee for options granted
on the date stated below.
Unless otherwise set forth in a separate employment or consulting agreement
executed prior to December 8, 1997, in the event that Optionee's employee or
consultant status with the Company or any of its subsidiaries ceases or
terminates for any reason whatsoever, including, but not limited to, death,
disability, or voluntary or involuntary cessation or termination, this Grant of
Option shall terminate with respect to any portion of this Grant of Option that
has not vested prior to the date of cessation or termination of employee or
consultant status, as determined in the sole discretion of the Company. In the
event of termination for cause, this Grant of Option shall immediately terminate
in full with respect to any un-exercised options, and any vested but
un-exercised options shall immediately expire and may not be exercised. Unless
otherwise set forth in a separate employment or consulting agreement, vested
options must be exercised within one (1) year after the date of termination
(other than for cause), notwithstanding the Expiration Date set forth above.
Subject to the preceding paragraph, this Grant of Option, or any portion
hereof, may be exercised only to the extent vested per the attached schedule,
and must be exercised by Optionee no later than ____________________________
(the "Expiration Date") by (i) notice in writing, sent by facsimile copy to the
Company at its address set forth above; and (ii) payment of the Purchase Price
of a minimum of $1,000 (unless the Purchase price for the exercise of all vested
options available to be exercised totals less than $1,000) pursuant to the terms
of this Grant of Option and the Company's Employee Benefit and Consulting
Services Compensation Plan. Any portion of this Grant of Option that is not
exercised on or before to the Expiration Date shall lapse. The notice must refer
to this Grant of Option, and it must specify the number of shares being
purchased, and recite the consideration being paid therefor. Notice shall be
deemed given on the date on which the notice is delivered to the Company by
facsimile transmission bearing an authorized signature of Optionee.
This Option shall be considered validly exercised once payment therefor has
cleared the banking system or the Company has issued a credit memo for services
in the appropriate amount, or receives a duly executed acceptable promissory
note, if the Option is granted with deferred payment, and the Company has
received written notice of such exercise.
If Optionee fails to exercise this Option in accordance with this
Agreement, then this Agreement shall terminate and have no force and effect, in
which event Optionor and Optionee shall have no liability to each other with
respect to this Grant of Option.
This Option may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
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TELESERVICES STOCK OPTION PLAN (RESTATED 04/20/98) A-1
<PAGE> 8
The validity, construction and enforceability of this Grant of Option shall
be construed under and governed by the laws of the State of Florida, without
regard to its rules concerning conflicts of laws, and any action brought to
enforce this Grant of Option or resolve any controversy, breach or disagreement
relative hereto shall be brought only in a court of competent jurisdiction
within the county of Pinellas, Florida.
Unless otherwise set forth in a separate employment or consulting
agreement, the shares of stock issuable upon exercise of the Option (the
"Underlying Shares") are not subject to adjustment due to any changes in the
capital structure of the Company as set forth in Section 15 of the Plan.
Further, the Underlying Shares may not be sold, exchanged, assigned, transferred
or permitted to be transferred, whether voluntarily, involuntarily or by
operation of law, delivered, encumbered, discounted, pledged, hypothecated or
otherwise disposed of until (i) the Underlying Shares have been registered with
the Securities and Exchange Commission pursuant to an effective registration
statement on Form S-8, or such other form as may be appropriate, in the
discretion of the Company; or (ii) an Opinion of Counsel, satisfactory to the
Company, has been received, which opinion sets forth the basis and availability
of any exemption for resale or transfer from federal or state securities
registration requirements.
The Underlying Shares ___________________ [insert appropriate language:
"have" or "have not"] been registered with the Securities and Exchange
Commission pursuant to a registration statement on Form S-8.
This Grant of Option relates to options granted on ____________________,
19___.
TELESERVICES INTERNATIONAL GROUP INC.
BY THE BOARD OF DIRECTORS
OR A SPECIAL COMMITTEE THEREOF
NOT FOR EXECUTION
By:
-------------------------------------
NOT FOR EXECUTION
By:
-------------------------------------
NOT FOR EXECUTION
By:
-------------------------------------
OPTIONEE:
NOT FOR EXECUTION
- --------------------------------
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TELESERVICES STOCK OPTION PLAN (RESTATED 04/20/98) A-2
<PAGE> 9
GRANT OF OPTION PURSUANT TO THE TELESERVICES STOCK OPTION
PLAN, DATED DECEMBER 8, 1997.
OPTIONEE: ___________________
OPTIONS GRANTED: ___________________
PURCHASE PRICE: $______per Share
DATE OF GRANT: ___________________
EXERCISE PERIOD: ________ to _______
EXERCISED TO DATE: _________ INCLUDING THIS EXERCISE
BALANCE TO BE EXERCISED: _________
FORM OF SUBSCRIPTION
(TO BE SIGNED ONLY UPON EXERCISE OF THE OPTION)
TO: TeleServices International Group Inc. ("Optionor")
The undersigned, the holder of the Option described above, hereby
irrevocably elects to exercise the purchase rights represented by such Option
for, and to purchase thereunder, _________ shares of the Common Stock of
TeleServices International Group Inc., and herewith makes payment of
_______________________ therefor. Optionee requests that the certificates for
such shares be issued in the name of Optionee and be delivered to Optionee at
the address of ______________________________________________________________,
and if such shares shall not be all of the shares purchasable hereunder,
represents that a new Subscription of like tenor for the appropriate balance of
the shares, or a portion thereof, purchasable under the Grant of Option pursuant
to the TeleServices Stock Option Plan, be delivered to Optionor when and as
appropriate.
OPTIONEE:
NOT FOR EXECUTION
Dated: ______________________ ___________________________________
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TELESERVICES STOCK OPTION PLAN (RESTATED 04/20/98) A-3
<PAGE> 1
EXHIBIT 23.14
[SCHUMACHER & ASSOCIATES, INC. LETTERHEAD]
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 April 10,
1998, on our audits of the consolidated balance sheet of TeleServices
International Group Inc. as of December 31, 1997, and the related statements of
operations, changes in stockholders' equity (deficit), and cash flows for the
year then ended, for the three month period ended December 31, 1996 and for the
year ended September 30, 1996, which report is included in the Annual Report on
Form 10-KSB for the year ended December 31, 1997.
/s/ Schumacher & Associates, Inc.
Englewood, Colorado
May 7, 1998
