UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended September 30, 1998
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _________ to ___________
Commission file number: 33-11059-A
TELESERVICES INTERNATIONAL GROUP INC.
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(Exact name of small business issuer as specified in it charter)
Florida 59-2773602
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
100 Second Avenue South, Suite 1000, St. Petersburg, Florida 33701
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(Address of principal executive offices)
(727) 897-4000
---------------------------
(issuer's telephone number)
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(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or such shorter
period that the issuer was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the issuer filed all documents and reports required to be filed by
Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
under a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of November 12, 1998, of the
issuer's Common Stock, $.0001 par value, there were 57,527,738 shares
outstanding.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
<PAGE>
TELESERVICES INTERNATIONAL GROUP INC.
INDEX
PART I. FINANCIAL INFORMATION Page
----
Item 1. Financial Statements
TeleServices International Group Inc. and Subsidiaries
Consolidated Balance Sheets 3
September 30, 1998 (Unaudited) and
December 31, 1997
Unaudited Consolidated Statements of Operations 4
Three and nine months ended
September 30, 1998 and
September 30, 1997
Unaudited Consolidated Statements of Cash Flows 5
Nine Months ended
September 30, 1998 and
September 30, 1997
Notes to Financial Statements (Unaudited) 6-8
Item 2. Management's Discussion and Analysis of Financial 9
Condition and Results of Operations
PART II. OTHER INFORMATION 11
SIGNATURE PAGE 14
<PAGE>
TELESERVICES INTERNATIONAL GROUP INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
September 30, 1998 Dec. 31, 1997
------------------ -------------
(Audited)
<S> <C> <C>
ASSETS
Current assets:
Cash $ -- $ --
Cash, restricted (Note 2) 80,000 175,000
Accounts receivable, net of allowance
for doubtful accounts 280,491 162,648
Other Current Assets 532,895 38,886
--------------- ---------------
Total current assets 893,386 376,534
--------------- ---------------
Equipment, net of accumulated depreciation 1,724,949 649,960
Other assets 767,166 29,440
---------------- ---------------
Total assets $ 3,385,501 $ 1,055,934
=============== ===============
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses 6,135,915 5,638,597
(Notes 5 and 6)
Loans payable, stockholders 1,750,956 59,315
Capital leases payable, current portion 27,006 59,838
Notes payable, current portion 289,251 216,040
--------------- ---------------
Total current liabilities 8,203,127 5,973,790
Notes payable, net of current portion 70,323 234,139
Capital leases payable, net of current portion 6,635 41,930
--------------- ---------------
Total liabilities 8,280,085 6,249,859
--------------- ---------------
Commitments and Contingencies (Notes 1,2,3,5 and 6)
<PAGE>
Stockholders' (deficit):
Treasury Stock ( 125,000) -
Preferred stock, $.001 par value
None issued and outstanding - -
Common stock, $.0001 par value 5,499 3,016
Additional Paid-In Capital 27,883,935 20,869,442
Accumulated (deficit) ( 32,659,017) ( 26,066,383)
---------------- ----------------
Total stockholders' (deficit) ( 4,894,584) ( 5,193,925)
---------------- ----------------
Total liabilities and stockholders' (deficit) $ 3,385,501 $ 1,055,934
=============== ================
</TABLE>
See accompanying notes
3
<PAGE>
TELESERVICES INTERNATIONAL GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Three and nine months ended September 30, 1998 and 1997
(Unaudited)
<TABLE>
<CAPTION>
Twelve Months
Three Months Ended September 30 Nine Months Ended September 30 Ended
1998 1997 1998 1997 Dec. 31, 1997
--------------- ------------- -------------- ------------- --------------
(Audited)
<S> <C> <C> <C> <C> <C>
Total Revenues $ 318,038 $ 1,005,720 $ 900,336 $ 2,418,584 $ 2,365,042
--------------- ------------- -------------- ------------ --------------
Operating Expenses:
Salaries & Contract Services 445,410 1,624,590 4,645,676 5,599,190 10,171,693
Payroll taxes and benefits 126,686 202,070 254,713 368,740 586,444
Rent 63,417 85,295 220,293 277,548 402,887
Telephone 44,057 444,529 403,125 1,027,901 1,075,429
Travel and entertainment 5,710 305,670 115,814 1,020,401 840,817
Advertising and promotion ( 48,599) 100,940 25,234 115,063 133,402
Depreciation and amortization 291,482 246,459 648,111 677,761 966,991
Other expenses 199,203 791,456 1,014,154 1,783,457 6,230,121
--------------- ------------- -------------- ------------- ---------------
Total Operating Expenses 1,127,366 3,801,009 7,327,120 10,870,061 20,407,784
--------------- ------------- -------------- ------------- ---------------
Net (loss) from operations ( 809,327) ( 2,795,289) ( 6,426,783) ( 8,451,477) ( 18,042,742)
Other income (expenses)
Interest Income 4,119 2,804 9,325 29,762 31,897
Interest (expense) ( 72,362) ( 44,217) ( 153,499) ( 213,961) ( 206,451)
--------------- ------------- -------------- ------------- ---------------
Net (loss) $ ( 877,571) $( 2,836,702) $( 6,570,958) $( 8,635,676) $ ( 18,217,296)
=============== ============== ============== ============= ===============
Net (loss) per share: $ (0.02) $ (0.11) $ (0.15) $ (0.35) $ (0.70)
=============== ============== ============== ============= ===============
Weighted Average
Shares Outstanding 51,249,061 26,683,437 42,566,843 24,708,414 26,107,902
=============== ============== ============== ============= ===============
</TABLE>
See accompanying notes
4
<PAGE>
TELESERVICES INTERNATIONAL GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the nine months ended September 30, 1998 and 1997
(Unaudited)
<TABLE>
<CAPTION>
Twelve Months
Nine Months Ended September 30 Ended
1998 1997 Dec. 31, 1997
---------------- ---------------- -----------------
(Audited)
<S> <C> <C> <C>
Cash flows from operating activities:
Net (loss) $ ( 6,570,958) $ ( 8,635,676) $ ( 18,217,296)
Adjustments to reconcile net (loss) to
net cash (used in) operating activities:
Decrease (increase) in accounts receivable ( 117,843) ( 296,551) 103,846
Depreciation and amortization 648,111 677,761 966,991
Increase in accounts payable
and accrued expenses 473,527 2,078,567 4,484,325
Other ( 523,510) 20,034 86,233
---------------- -------------- -----------------
Net cash (used in) operating activities: ( 6,090,673) ( 6,155,865) (12,575,901)
---------------- -------------- -----------------
Cash flows from investing activities:
Acquisition of equipment ( 1,722,764) ( 824,837)
Acquisition of new business ( 416,687) ( 572,737) (754,417)
---------------- -------------- -----------------
Net cash (used in) investing activities: ( 2,139,451) ( 1,397,574) (754,417)
----------------- -------------- -----------------
Cash flows from financing activities:
Cash proceeds from (repayment of)
loans from stockholders 1,691,641 ( 517,318) (353,344)
Acquisition of Treasury stock ( 125,000) - -
Issuance of common stock 7,016,887 7,995,870 13,622,335
(Increase) decrease in deferred offering costs ( 289,671)
Proceeds from (repayment of) leases payable ( 68,128) 225,925 ( 11,052)
Repayment of notes payable ( 90,605) ( 189,057) ( 21,753)
Increase in cash collateral 95,000 - ( 25,000)
---------------- --------------- -----------------
Net cash provided by financing activities: 8,230,123 7,515,420 13,211,186
---------------- --------------- -----------------
<PAGE>
Increase (decrease) in cash -- ( 38,019) ( 119,130)
Cash, beginning of period -- 119,130 119,130
Cash, end of period $ 0 $ ( 81,111) $ -
================ ================ =================
Interest paid $ 153,499 $ 192,642 $ 206,451
================ ================ =================
Income taxes paid $ -- $ - $ -
================ ================ =================
</TABLE>
See accompanying notes
5
<PAGE>
TELESERVICES INTERNATIONAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1998
(unaudited)
(1) Organization and Operations:
TeleServices International Group Inc. ("TSIG" or "Company"), formerly
Dynasty Capital Corporation ("Dynasty"), was formed under the laws of
the State of Florida on October 1, 1986. TSIG issued common stock for
100% of the issued and outstanding common stock of Visitors Services,
Inc. ("VSI"). This transaction was accounted for as a reverse
acquisition since the former controlling shareholders of VSI control
TSIG after the business combination. Prior to the transaction TSIG was
an inactive public shell corporation with no net assets. Since Dynasty
had no net monetary assets at the time of the business combination, the
par value of these shares was transferred from additional paid-in
capital to common stock.
VSI was formed under the laws of the State of Florida in November 1992
to provide automated reservations and information services specifically
designed to support the special needs of convention and visitors
bureaus and other organizations.
American International Travel Agency, Inc. ("AIT") was acquired by VSI
from Phoenix Information Systems Corp. ("Phoenix") on December 6, 1996,
in exchange for 31,579 shares of Phoenix owned by VSI. The market value
of the shares was $90,000 at the time of the transaction, which, after
deducting VSI's cost basis of $15,829, resulted in a gain of $74,171 to
VSI. The transaction was accounted for as a purchase.
(2) Summary of Significant Accounting Policies
(a) Revenue Recognition
The Company offers services of booking reservations to
travel-related properties for future periods. Revenue is not
recognized until the arrival date for the reservation has
occurred. Unrealized revenue from future reservations as of
September 30, 1998 was $74,113.
(b) Income Tax
The Company had net operating loss carryovers totaling
approximately $26,000,000 at December 31, 1997 which expire in
various years through 2012. The Company had deferred tax
assets of approximately $1,300,000 at December 31, 1997,
related to loss carryovers, but due to the uncertainty of the
Company's ability to utilize these carryovers, a valuation
allowance of the total $1,300,000 has been provided.
<PAGE>
Therefore, as of December 31, 1997 the Company's financial
statements do not include any provision for deferred tax
assets. A change in ownership of more than 50% of the Company
could reduce or eliminate the Company's ability to utilize
these loss carryovers.
(c) Equipment - Equipment is carried at cost, net of accumulated
depreciation. Depreciation is computed using the straight-line
method over the estimated useful lives of the assets ranging
from 3 to 5 years.
(d) Per Share Information
The per share information is computed based upon the weighted
average shares outstanding.
- 6 -
<PAGE>
TELESERVICES INTERNATIONAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1998
(unaudited)
(2) Summary of Significant Accounting Policies, Continued
(e) Use of Estimates in the Preparation of Financial Statements
Preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements
and the reported amounts of revenue and expenses during the
reporting periods. Significant assumptions in the accompanying
financial statements relate to the Company's ability to
continue as a going concern as described in note 3 and
estimated useful lives of equipment as disclosed in note 2(c).
The ultimate resolution of the reasonableness of the related
assumptions cannot presently be determined. Actual results
could differ from the Company's estimates.
(f) Bad Debts
An allowance for uncollectible accounts has been provided
based on the Company's past collection history.
(g) Advertising and Promotion Costs
Advertising and promotion costs are expensed as incurred.
(h) Restricted Cash
Included in cash on September 30, 1998 is $80,000 being held
in separate certificates of deposit as collateral for notes
payable.
(3) Basis of Presentation - Going Concern
The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles, which contemplates
continuation of the Company as a going concern. However, the Company
has sustained recurring operating losses since its inception and has a
working capital deficit.
In view of these matters, realization of certain assets in the
accompanying balance sheet is dependent upon continued operations of
the Company, which in turn is dependent upon the Company's ability to
meet its financial requirements, raise additional capital, and the
success of its future operations. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
- 7 -
<PAGE>
TELESERVICES INTERNATIONAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1998
(unaudited)
(4) Preferred Stock
The Company is authorized to issue 10,000,000 shares of preferred
stock, having a par value of $.001 each. The preferred stock may be
issued in a series from time to time with such designation, rights,
preferences and limitations as the Board of Directors of the Company
may determine by resolution.
(5) Litigation
The Company is a party to numerous litigation and threatened litigation
matters related to alleged nonperformance of contracts and nonpayment
of various obligations. Contingencies exist with respect to these
matters. The ultimate costs, if any, related to these matters cannot
presently be determined. The financial statements as of September 30,
1998 include a $808,013 provision for estimated potential costs related
to these matters.
(6) Creditor Delinquencies
The Company is materially delinquent on payment of various creditor
obligations including various obligations to the Internal Revenue
Service. Failure to pay these balances due could result in the
inability of the Company to continue in business.
- 8 -
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations
Total revenues for the three months ended September 30, 1998 were
$318,038, a 68% decrease from revenues for the three months ended September 30,
1997. Operating expenses for the same period decreased from $3,801,009 to
$1,127,366, a 70% decrease. For the period, the Company sustained a net loss of
$877,571, compared to a net loss of $2,836,702 for the same period last year, a
decrease of 69%. A portion of the decrease in the loss is due to the
reclassification of certain costs incurred in prior periods, such as deferred
expenses and investment in affiliate companies, that were expensed and have now
been recorded as deferred or capitalized expenses. The total decrease in the
loss for the period due to these adjustments is $1,226,000. Excluding these
adjustments, the loss from operations for the period would have been $2,103,571,
a decrease of 26% from the same period last year.
Sales and Revenues
The Company's sales and revenues are derived from its subsidiaries
Visitors Services International Corp. ("VSI" or "VSIC") and American
International Travel Agency, Inc. ("AIT"). Revenues sources include commissions
earned on the sale of airline tickets, as well as booking fees and commissions
paid by hotels or lodging properties, car rental agencies and tour operators for
each made and used reservation VSI provides. Additionally, VSI receives
per-call fees for visitor guide requests, transaction fees for information
services and ticket sales to attractions and events and subscription fees for
property representation.
Limited Working Capital; Financial Instability
As of September 30, 1998, the Company's had a negative stockholder's
equity of ($4,894,584), an accumulated deficit of ($32,659,017) and a working
capital deficit of ($7,309,741).
Various factors affecting the Company's operations raise 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 material revenues and profitable operations. The Company is dependent
upon sufficient cash flows from operations to meet its short term and long-term
liquidity needs. These operations have not and are not expected to provide
sufficient cash flows, and, as such, the Company requires additional
financing. No assurances can be given that financing will be available to the
Company in the amounts required, or that, if available, the financing will be
available on terms satisfactory to the Company.
The financial statements include all adjustments which, in the opinion
of and to the best of management's knowledge, are necessary to make the
financial statements not misleading.
Changes in Operating Strategy
In response to the continuation of the operating losses from the
travel-related teleservice operations, the Company initiated aggressive
restructuring during the reporting period. The members of the prior senior
<PAGE>
management departed from the Company in the second quarter. The Company has
brought in a new management team and is making fundamental changes to its
strategic focus. A new president was hired in August along with new operational
and financial management.
Due to the difficulty to operate profitably in a commission-based
travel environment, the Company is targeting its sales and marketing efforts
toward traditional outsourced teleservices. Call center services will be offered
on a time-billing basis, with revenue charges based upon staffing hours as
opposed to commissions. The existing client base of VSI and AIT are being
offered a restructured pricing package based upon hourly billing rates. However,
it is considered to be unlikely that more than a very small portion of the
client base, if any at all, will accept the new pricing structure. Therefore,
future revenues will depend upon the ability of the Company to develop new
customers for its services.
In addition to seeking new revenue sources for the Company, there has
been a substantial reduction in general and administrative expenses.
- 9 -
<PAGE>
Compact Connection, Inc.
TSIG formed a new corporation, Compact Connection, Inc. ("CCI"), a
Delaware corporation, in May, 1998, for the purpose of acquiring the assets of
Compact Connection, Inc., a Nevada corporation located in Southern California
(see Item 6.b. below). CCI sells discount cards entitling the holder to purchase
music compact discs and cassette tapes at a discounted price. CCI has developed
an internet site (www.compactconnection.com) on which individuals can purchase
the discount cards as well as music CDs and tapes, selecting from a catalog of
more than 250,000 titles.
CCI has designed a marketing program offering the discount music cards
to clients such as major corporations and not-for-profit organizations as
promotional and fund-raising devices. The music card is sold by the client as
part of a promotion or fund raiser, keeping a portion of the sales revenues for
itself and paying the remainder to CCI. The purchasers of the music card can use
the discounts to purchase CDs and tapes through the internet site or they can
order by telephone by calling on a toll-free number that will be answered in
the Company's call center.
The internet site and the call center are currently operational.
However, no revenues for CCI were recorded in the reporting period.
- 10 -
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings:
Following is a summary of material legal proceedings that commenced
during and/or after the period covered by this report, and material developments
to previously reported legal proceedings involving the Registrant and/or its
subsidiaries:
1. Boehringer Ingelheim Pharmaceuticals, Inc. filed a lawsuit against
the Registrant's subsidiary, VSIC (under its prior name, Visitors Services,
Inc.), and Ray Wilson, an officer of the Registrant, in Superior Court, Judicial
District of Danbury, Connecticut on December 9, 1997, claiming approximately
$96,000 for alleged amounts due for use of office space under an alleged verbal
agreement. The parties entered into a Settlement Agreement dated July 24, 1998
that provides for VSI to make scheduled payments to the plaintiff.
2. Subsequent to the end of the period covered by this report, on
November 9, 1998, a judgment in the amount of $520,353 was entered against the
Registrant's subsidiary, VSIC in the lawsuit filed by Harley-Davidson Motor
Company, as first reported in the Registrant's Form 10-QSB for the quarter ended
March 31, 1998. Although no assurances can be given, VSIC believes that the
amount of the judgment may be substantially reduced on appeal, due to a
"limitation of liability" clause in the contract.
3. Subsequent to the end of the period covered by this report, on
November 6, 1998, a judgment in the amount of $69,742 was entered against was
the Registrant's subsidiary, American International Travel Agency, Inc. ("AIT"),
in the lawsuit filed by Call Management Systems, Inc., as first reported in the
Registrant's Form 10-QSB for the quarter ended March 31, 1998.
4. Subsequent to the end of the period covered by this report, Felcrest
Trading Ltd. ("Felcrest"), a defendant in a lawsuit filed by Robert P. Gordon,
individually, filed a third party Complaint in Circuit Court for Pinellas
County, Florida, on October 23, 1998, against TSIG, VSIC, and current and former
officers and directors of TSIG and VSIC and other third parties (collectively
the "Third Party Defendants"). The third party complaint asserts civil claims
for unspecified damages against the Third Party Defendants for alleged
securities law and uniform commercial code violations, fraud and negligent
misrepresentation, in connection with a private loan made by Felcrest to Gordon.
The Third Party Defendants were not parties to the private loan made by Felcrest
to Gordon, and Management believes that the third party claims are without
merit.
The original lawsuit was filed by Mr. Gordon against Felcrest on
February 9, 1998, in connection with a loan agreement wherein Felcrest loaned
$1 million to Mr. Gordon. The loan was secured by shares of common stock to TSIG
owned by Mr. Gordon, and was convertible into those shares unless the loan was
first redeemed by Mr. Gordon. Mr. Gordon alleges in his complaint that Felcrest
manipulated the market price of TSIG's common stock, by engaging in
short-selling, in an effort to cause a technical default in the loan agreement
which triggered a substantial penalty and permitted Felcrest to convert the loan
into shares at an artificially reduce price.
<PAGE>
Item 2. Changes in Securities: None.
Item 3. Defaults Upon Senior Securities: None.
Item 4. Submissions of Matters to a Vote of Security Holders: None.
Item 5. Other Information:
On August 24, 1998, Mr. James H. Guild joined the Company as
President. Mr. Guild most recently held the position of Senior Vice President
of Fiserv Integration Solutions, a division of Fiserv, Inc., the nation's
largest outsource provider of financial data processing with 1997 revenues
exceeding $950 million. Mr. Guild brings extensive experience in development and
management of technical and customer support functions, call center operations
and mergers and acquisitions.
Mr. Guild is employed under an employment agreement which calls for a
salary of $200,000 per year. In addition, Mr. Guild receives stock options to
acquire 600,000 shares of common stock at an exercise price of $.30. The options
vest monthly on a pro-rata basis over a three-year period. The agreement can be
terminated by either party with notice.
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<PAGE>
Item 6. Exhibits and Reports on Form 8-K:
(a) Exhibits
Exhibit No. Description
----------- -----------
2.5 Agreement for Purchase of Assets of Compact
Connection, Inc, (a Nevada corporation), dated April
23, 1998, and Addendum dated April 24, 1998.
(Incorporated by reference to Exhibit 2.5 of the
Registrant's Current Report on Form 8-K dated April
30, 1998, and filed May 14, 1998.)
2.6 Asset Purchase Modification and License Agreement
regarding Compact Connection, Inc., dated July 9,
1998. (Incorporated by reference to Exhibit 2.6 of
the Registrant's current report on Form 8-K/A1 dated
April 30, 1998 and filed on filed July 13, 1998.)
3.3 Bylaws as restated October 18, 1996. (Incorporated by
referenced to Exhibit 3.3 to the Registrant's Form
8-K dated October 17, 1996, and filed on October 23,
1996.)
3.5 Articles of Incorporation, as amended and currently
in effect. (Incorporated by referenced to Exhibit 3.5
to the Registrant's Form 10-QSB for the quarter ended
March 31, 1997, and filed on May 15, 1997.)
10.1 TeleServices International Group Inc. (formerly
Visitors Services International Corp.) Employee
Benefit and Consulting Services Compensation Plan
(the "TSIG Plan"). (Incorporated by referenced to
Exhibit 10.1 to the Registrant's Post-Effective
Amendment No. 1 to the Registration Statement on Form
S-8 (file no. 333-14271) filed February 19, 1997.)
10.2 Visitors Services International Corp. (formerly
Visitors Services, Inc.) Employee Benefit and
Consulting Services Compensation Plan (the "VSI
Plan"). (Incorporated by referenced to Exhibit
10.2 to the Registrant's Registration Statement on
Form S-8 (file no. 333-22093)
filed February 20, 1997.)
10.3 TeleServices Stock Option Plan (the "TeleServices
Plan"). (Incorporated by reference to Exhibit 10.3
the registration statement filed on Form S-8 for the
TeleServices Stock Option Plan, Registration No.
333-52271, filed May 8, 1998.)
<PAGE>
10.4 Employment Agreement between the Registrant's
subsidiary, Compact Connection, Inc. (a Delaware
corporation), and Darrell W. Piercy, dated April 23,
1998. (Incorporated by reference to Exhibit 10.4
of the Registrant's Current Report on Form 8-K dated
April 30, 1998, and filed May 14, 1998.)
10.5 Revolving Credit Loan Agreement and Revolving Credit
Master Note between the Registrant and Robert P.
Gordon, each dated April 23, 1998. (Incorporated by
referenced to Exhibit 10.5 to the Registrant's Form
10-QSB for the quarter ended March 31, 1998, filed on
May 20, 1998.)
10.6 Employment Agreement between the Registrant and James
H. Guild dated August 24, 1998. (Filed herewith.)
27 Financial Data Schedule. (Filed herewith.)
- 12 -
<PAGE>
(b) Reports on Form 8-K.
On July 13, 1998 the Registrant filed a Current Report on Form 8-K/1-A
regarding the acquisition of Compact Connection, Inc. (a Nevada corporation)
(the "Seller"). The report states that the original Asset Purchase Agreement has
been modified by the parties to provide that the assets of the Seller will not
be formally acquired until after the audited financial statements of the Seller
have been completed and are deemed acceptable to the Registrant. In the interim,
the Seller has granted to the Registrant and its wholly owned subsidiary,
Compact Connection, Inc., a Delaware corporation ("CCI"), an exclusive license
to all intellectual property owned by Seller, consisting of all rights and
interest in the concept of marketing pre-recorded music recorded on tapes and
compact disks, and other mediums that may become available, using a prepaid
"MusicCard," including but not limited to any trademarks or tradenames for
"Compact Connection" and "MusicCard." A copy of the Asset Purchase Modification
and License Agreement among the parties dated July 9, 1998 was filed as an
exhibit to the report.
- 13 -
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
TELESERVICES INTERNATIONAL GROUP INC.
Dated: November 13, 1998 /s/ Robert P. Gordon
------------------------------------
Robert P. Gordon Chairman and
Interim Chief Financial Officer
- 14 -
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
2.5 Agreement for Purchase of Assets of Compact
Connection, Inc, (a Nevada corporation), dated April
23, 1998, and Addendum dated April 24, 1998.
(Incorporated by reference to Exhibit 2.5 of the
Registrant's Current Report on Form 8-K dated April
30, 1998, and filed May 14, 1998.)
2.6 Asset Purchase Modification and License Agreement
regarding Compact Connection, Inc., dated July 9,
1998. (Incorporated by reference to Exhibit 2.6 of
the Registrant's current report on Form 8-K/A1 dated
April 30, 1998 and filed on filed July 13, 1998.)
3.3 Bylaws as restated October 18, 1996. (Incorporated by
referenced to Exhibit 3.3 to the Registrant's Form
8-K dated October 17, 1996, and filed on October 23,
1996.)
3.5 Articles of Incorporation, as amended and currently
in effect. (Incorporated by referenced to Exhibit 3.5
to the Registrant's Form 10-QSB for the quarter ended
March 31, 1997, and filed on May 15, 1997.)
10.1 TeleServices International Group Inc. (formerly
Visitors Services International Corp.) Employee
Benefit and Consulting Services Compensation Plan
(the "TSIG Plan"). (Incorporated by referenced to
Exhibit 10.1 to the Registrant's Post-Effective
Amendment No. 1 to the Registration Statement on Form
S-8 (file no. 333-14271) filed February 19, 1997.)
10.2 Visitors Services International Corp. (formerly
Visitors Services, Inc.) Employee Benefit and
Consulting Services Compensation Plan (the "VSI
Plan"). (Incorporated by referenced to Exhibit 10.2
to the Registrant's Registration Statement on Form
S-8 (file no. 333-22093) filed February 20, 1997.)
10.3 TeleServices Stock Option Plan (the "TeleServices
Plan"). (Incorporated by reference to Exhibit 10.3
the registration statement filed on Form S-8 for the
TeleServices Stock Option Plan, Registration No.
333-52271, filed May 8, 1998.)
10.4 Employment Agreement between the Registrant's
subsidiary, Compact Connection, Inc. (a Delaware
corporation), and Darrell W. Piercy, dated April 23,
1998. (Incorporated by reference to Exhibit 10.4
of the Registrant's Current Report on Form 8-K dated
April 30, 1998, and filed May 14, 1998.)
<PAGE>
10.5 Revolving Credit Loan Agreement and Revolving Credit
Master Note between the Registrant and Robert P.
Gordon, each dated April 23, 1998. (Incorporated by
referenced to Exhibit 10.5 to the Registrant's Form
10-QSB for the quarter ended March 31, 1998, filed on
May 20, 1998.)
10.6 Employment Agreement between the Registrant and James
H. Guild dated August 24, 1998. (Filed herewith.)
27 Financial Data Schedule. (Filed herewith).
EXHIBIT 10.6 EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") made as of
this 24th day of August 1998 by and between the parties: James H. Guild, an
individual residing at 7030 Augusta Boulevard, Seminole, FL 33777 (hereinafter
referred to as the "Executive"), and Teleservices International Group Inc., a
Florida corporation with its principal executive offices at 100 Second Avenue
South, Suite 1000, St. Petersburg, FL 33701 (hereinafter referred to as the
"Company").
W I T N E S S E T H
WHEREAS, the Company desires to retain and employ the
Executive for the purpose of securing to the Company the experience, ability and
services of the Executive as President; and
WHEREAS, the Executive desires to be employed by the Company;
NOW, THEREFORE, it is mutually agreed by and between the
parties as follows:
ARTICLE I
EMPLOYMENT
The Company hereby employs the Executive effective August 24,
1998 as its President and the Executive hereby accepts such employment and shall
serve on a full-time basis as an executive officer of the Company, subject to
and upon the terms and conditions set forth in this Agreement.
ARTICLE II
DUTIES
(A) The Executive shall, during the term of his employment with the
Company and subject to the direction and control of the Company's Board of
Directors (the "Board" or the "Board of Directors"), perform such executive
duties and functions as he may be called upon to perform consistent with his
employment hereunder as President.
(B) The Executive shall devote his full time and best efforts to the
performance of his duties for the Company, including the following:
(i) Confer with Company officials to plan business
objectives, to develop organizational policies, to coordinate
functions and operations between divisions and departments,
and to establish responsibilities and procedures for attaining
objectives.
(ii) Develop, implement, and monitor policies and
procedures appropriate to the day-to-day operation of the
Company.
<PAGE>
(iii) Direct and coordinate formulation of financial
programs to provide funding for new or continuing operations
to maximize returns on investments and to increase
productivity.
(iv) Review activity reports and financial statements
to determine progress and status in attaining objectives and
revise objectives and plans in accordance with current
conditions.
(v) Plan and develop industrial, labor, and public
relations policies designed to improve the Company's image and
relations with customers, employees, stockholders, and public.
(vi) Promote the Company's relationships with its
employees, customers, shareholders and others in the business
community.
(vii) Monitor and evaluate performance of staff for
compliance with established policies and objectives of the
Company and contributions in attaining objectives.
(viii) Render services to any joint venture,
subsidiary or affiliated business of the Company as requested
by the Board of Directors, provided that indemnification
equivalent to that referred to in Article IV (D) is provided
to Executive in connection with those services.
(ix) Perform such other duties consistent with his
position as President as may be assigned to him by the Board
of Directors.
In the performance of his duties, Executive shall be provided by the Company
with facilities, equipment and staff appropriate to his position and necessary
and appropriate to the accomplishment of Executive's duties.
(C) At the request of the Company, the Executive shall also serve,
without additional compensation, as Chief Executive Officer and/or as a director
of the Company or one or more of its subsidiaries during the term of this
Agreement, provided that indemnification equivalent to that referred to in
Article IV (D) is provided to Executive in connection with those services.
(D) The Executive represents and warrants to the Company that, to the
best of his knowledge, he is under no obligation or commitment, whether
contractual or otherwise, that is inconsistent with his obligations under this
Agreement. The Executive represents and warrants that he will not knowingly use
or disclose, in connection with his employment by the Company, any trade secrets
or other proprietary information or intellectual property in which the Executive
or any other person has any right, title or interest and that, to the best of
his knowledge, his employment by the Company as contemplated by this Agreement
will not infringe or violate the rights of any other person. The Executive
represents and warrants to the Company that he has returned all property and
confidential information belonging to his most recent prior employer.
<PAGE>
ARTICLE III
COMPENSATION
The Company shall pay to the Executive for all services to be
rendered pursuant to the terms of this Agreement a base salary at the rate of
$200,000 per year (unless adjusted by the Board of Directors as described
below), payable in accordance with the Company's normal payroll procedures. The
Board may increase Executive's base salary from time to time in its discretion.
ARTICLE IV
WORKING CONDITIONS AND BENEFITS
(A) The Executive shall be entitled to paid vacations during each year
of his employment with the Company in accordance with Company practice in that
year, but no less than as described on the attached Exhibit A, which is
incorporated in this Agreement as a part hereof by this reference. The Executive
shall also be entitled to leave for illness or temporary disability, which may
be paid or unpaid, in accordance with the policies of the Company in effect at
that time, but no less favorable to Executive than described on Exhibit A.
(B) The Executive is authorized to incur reasonable and necessary
expenses for promoting the business of the Company, including expenses for
entertainment, travel and similar items. The Company shall reimburse the
Executive on a monthly basis for all such expenses, upon presentation by the
Executive of an itemized account of such expenditures.
(C) The Executive shall be employed by the Company at its executive
offices in St. Petersburg, Florida, and shall not be required to relocate
outside of the Tampa-St. Petersburg-Clearwater area. The Executive shall travel
on the Company's behalf to the extent reasonably necessary.
(D) The Company shall provide to the Executive, to the full extent
provided for under the laws of the Company's State of Incorporation and the
Company's Bylaws, indemnification for any claim or lawsuit which may be
threatened, asserted or commenced against the Executive by reason of the fact
that he is or was a director, officer, employee or other agent of the Company,
or is or was serving at the request of the Company as a director, officer,
employee or other agent of another corporation, partnership, joint venture,
trust, or other enterprise or employee benefit plan, provided that
indemnification shall not be provided in violation of applicable law. The
indemnification to be provided to Executive shall include coverage of him by
officer and director insurance no less favorable to Executive than the policies
referred to on Exhibit A and mandatory advancement of expenses upon receipt by
the Company only of Executive's written undertaking to repay any such amount
advanced if he is ultimately found not to be entitled to indemnification under
applicable law.
ARTICLE V
OTHER BENEFITS
(A) Contemporaneously with the execution of this Agreement, the Company
shall grant the Executive options to acquire 600,000 shares of the Company's
restricted common stock at an exercise price per share equal to $.30, the mean
between the reported high bid and low offer ($.295 to $.305) prices of the
<PAGE>
common stock on the business day prior to the date of this Agreement. The
options shall vest (and shall become exercisable at the time they vest), subject
to continued employment, on a monthly, pro-rated basis over a period of three
years, and shall expire on August 31, 2003. The shares of common stock
underlying the options shall be included in the next Form S-8 (or equivalent)
registration statement filed by the Company with the Securities and Exchange
Commission ("SEC") or, if available and in the discretion of the Company, may be
included under a currently effective Form S-8 registration statement filed with
the SEC for any of the Company's existing employee benefit plans.
Notwithstanding any provision to the contrary in a formal stock option plan of
the Company (the "Plan") and a separate grant of option agreement between the
Executive and the Company under which the options will be granted (the "Grant of
Option Agreement"), (i) both the number of options and the exercise price are
subject to appropriate adjustments in the event of any stock split, stock
dividend or other change in capital structure affecting the Company's common
stock, (ii) options which have not vested on or before the date of termination
of this Agreement shall terminate on such date, (iii) vested but unexercised
options shall terminate 15 days after termination of this Agreement for Cause
under Article VII, (iv) options granted to the Executive may not be canceled by
or on behalf of the Company, and (v) notwithstanding the expiration date, all
vested options must be exercised within one year after termination of this
Agreement. The grant of options is otherwise subject to the terms and conditions
of the Plan and the Grant of Option Agreement. Executive acknowledges that he
shall be deemed an "affiliate" and/or a "control person" for purposes of
reporting and compliance under the rules and regulations of the Securities and
Exchange Commission.
(B) During the term hereof, the Executive shall be entitled to receive
such of the following other benefits of employment that are or may become
available to other members of the Company's senior executive management: health
and life insurance benefits, pension, profit sharing and income protection or
disability plans, in each instance consistent with his position as President and
no less favorable to Executive than any description thereof on Exhibit A.
(C) Stock options in addition to those described above may be granted
from time to time in the discretion of the Board. In addition, on or before
December 1, 1998, the Company and Executive shall agree upon and establish for
the benefit of Executive one or more performance-based bonus or incentive plans
providing for additional compensation to Executive in the form of stock, stock
appreciation rights, phantom stock, stock options and/or cash upon meeting the
criteria to be described in such plan or plans; provided, however, that failure
of the parties to agree upon and establish any such plans by December 1, 1998
shall not affect the validity and enforceability of this Agreement.
ARTICLE VI
TERM
The Company shall continue the Executive's employment, and the
Executive shall remain in employment with the Company, from the commencement
date set forth in Article I until the date when the Executive's employment
terminates pursuant to Article VII. This Agreement shall terminate when all
obligations hereunder of the parties have been satisfied.
<PAGE>
ARTICLE VII
TERMINATION
(A) The Executive may voluntarily terminate this Agreement at any time
upon written notice to the Company. The Executive shall provide at least two
weeks advance notice to the Company of his election to voluntarily terminate
this Agreement.
(B) The Company may terminate this Agreement for Cause at any time by
giving the Executive notice thereof specifying with particularity the grounds
for such termination. In such event, this Agreement and the employment
relationship hereunder shall be terminated as of the date of such notice and the
Executive will be entitled to no further payments from the Company. The Company
shall continue, however, to provide Executive with the indemnification referred
to in Article IV (D), but shall not be required to provide such indemnification
for or in connection with any matter in which a cause of action is asserted
against the Executive for any act which constitutes grounds for termination for
Cause hereunder. For purposes hereof, "Cause" shall mean (i) a material
violation of the terms of this Agreement that has not been cured by Executive
within 10 days of his receipt of notice particularly describing each such
violation; (ii) a breach of trust, including dishonesty, acts of moral
turpitude, theft, embezzlement and self-dealing; (iii) the disclosure of
confidential information prohibited hereunder (except disclosure in the
good-faith belief that the same is for the benefit of the Company) which results
(or can reasonably be expected to result) in material harm to the Company; or
(iv) negligence or willful misconduct, either of which results (or can
reasonably be expected to result) in material harm to the Company. Notice of
termination for Cause shall be forwarded to the Executive by the Company only
upon and after a resolution of the Board authorizing such notification and shall
be effective immediately; provided, however, that the Executive may be
reinstated retroactively, in the discretion of the Board, in the event that
within 10 days the Executive establishes to the satisfaction of the Board that
Cause did not exist.
(C) The Company may terminate this Agreement at any time upon at least
two weeks advance notice to the Executive; such notice shall be forwarded to the
Executive by the Company only upon and after a resolution of the Board
authorizing such notification and shall be deemed a termination without Cause.
(D) Subject to Paragraph (C), the Executive's employment with the
Company shall be "at will". Any contrary representations which may have been
made to the Executive shall be superseded by this Agreement. This Agreement
shall constitute the full and complete agreement between the Executive and the
Company on the "at will" nature of the Executive's employment, which may only be
changed in an express written agreement signed by the Executive and a duly
authorized officer of the Company. However, notwithstanding the "at will" nature
of the Executive's employment, in the event that the Company actually or
constructively terminates the employment of the Executive without Cause as set
forth in Paragraph (C), the Executive shall be entitled to the following:
(i) Severance pay equal to his base salary (at the
rate in effect at the Executive's termination date) for the
Severance Period, in addition to the payment of accrued
benefits as of the date of termination. Such severance pay
<PAGE>
shall be made, at the election of the Company, in one lump sum
or in monthly installments at the rate in effect immediately
prior to termination on the first day of each month. For
purposes of this Agreement, "Severance Period" shall mean a
period equal to three months if notice of termination is given
at any time prior to September 1, 2000 and a period equal to
six months if notice of termination is given on or after
September 1, 2000.
(ii) If the Executive elects to continue his health
insurance coverage under the Consolidated Omnibus Budget
Reconciliation Act ("COBRA") following the termination of his
employment, then the Company shall pay the Executive's monthly
premium under COBRA until the earliest of (a) the close of the
Severance Period, (b) the expiration of the Executive's
continuation coverage under COBRA or (c) the date when the
Executive receives substantially equivalent health insurance
coverage in connection with new employment or self-employment,
but in any event for at least one month.
For the purposes of this Agreement, "constructively terminates" shall be defined
as any event resulting in any substantial reduction or material adverse change
in the position, compensation or benefits described in this Agreement.
The consideration set forth in this Paragraph (D), together with the stock
options described above, to the extent vested, and any prior unpaid salary,
earned but unpaid bonuses, and unreimbursed expenses, shall completely relieve
the Company of any liability to the Executive for any compensation that would
have otherwise been payable to the Executive under the terms of this Agreement,
provided that the Company shall continue to provide Executive with the
indemnification referred to in Article IV (D). Any other provision of this
Agreement notwithstanding, the Company shall not be obligated to make severance
payments or provide other benefits under this Paragraph (D) unless the Executive
(i) has executed a release (in a commercially reasonable form prescribed by the
Company) of all known claims relating to the termination of his employment that
he may then have against the Company or persons affiliated with the Company and
(ii) has agreed not to prosecute any legal action or other proceeding based upon
any of such claims.
ARTICLE VIII
CONFIDENTIALITY AND NON-COMPETITION
The Executive and the Company recognize that due to the nature
of the Executive's engagement hereunder, and the relationship of the Executive
to the Company, the Executive will have access to, will acquire, and may assist
in developing confidential proprietary information relating to the business and
operations of the Company and its affiliates, including information with respect
to their present and prospective products, systems, customers, agents, processes
and sales and marketing methods. The Executive acknowledges that such
information has been and will continue to be of central importance to the
business of the Company and its affiliates and that disclosure of it or its use
by others could cause substantial loss to the Company. The Executive and the
Company also recognize that an important part of the Executive's duties shall be
to develop good will for the Company and its affiliates through his personal
<PAGE>
contact with customers, agents and others having business relationships with the
Company and its affiliates, and that there is a danger that this good will, a
proprietary asset of the Company and its affiliates, may follow the Executive if
and when his relationship with the Company is terminated. Therefore, the
Executive hereby agrees as follows:
(A) All Company trade secrets, proprietary information, software,
software codes, advertising, sales, marketing and other materials or articles of
information, including customer and supplier lists, data, reports, customer
sales analyses, invoices, price lists or information, samples, or any other
materials or data of any kind furnished to the Executive by the Company or
developed by the Executive on behalf of the Company or at the Company's
direction or for the Company's use or otherwise in connection with the
Executive's employment hereunder, are and shall remain the sole and confidential
property of the Company; if the Company requests the return of such materials at
any time during or after the termination of the Executive's employment, the
Executive shall immediately deliver the same to the Company.
(B) During the term of this Agreement and during any period in which
the Executive is receiving severance pay (or would be receiving severance pay if
he receives a lump sum rather than installments), but in any event at least
three months after the termination of this Agreement, the Executive shall not,
directly or indirectly, own, manage, operate, join or control, or participate in
the ownership, management, operation or control of, or be a director,
stockholder or an employee of, or a consultant to, any business, firm,
corporation or entity which (i) is conducting any business which competes with
the business, as conducted at any time during the term of employment with the
Company, of the Company or any of its affiliates with which Executive had any
substantial management involvement, or (ii) is or was at any time during the
term of employment with the Company a vendor, supplier, customer or distributor
of the Company or any of its affiliates with which Executive had any substantial
management involvement. During the same period of time specified in the
preceding sentence, the Executive shall not solicit, directly or indirectly, for
his own account or for the account of others, orders for merchandise, products
or services of a kind and nature like or similar to merchandise, products and
services sold or rendered by the Company during his employment with the Company
from any person or entity which was a customer of the Company or which the
Company was actively soliciting to be a customer during the 12 month period
immediately preceding that date upon which his employment relationship with the
Company shall have terminated.
(C) During the term of this Agreement and for a period of three years
thereafter, the Executive shall not at any time, directly or indirectly, urge
any customer, or any person or entity which the Company was actively soliciting
to be a customer during the 12 month period immediately preceding that date upon
which his employment relationship with the Company shall have terminated, to
discontinue, in whole or in part, business, or not to do business with, the
Company; nor shall he directly or indirectly induce or attempt to influence any
employee of the Company to terminate his or her employment with the Company.
<PAGE>
(D) During the term of this Agreement and at all times thereafter, the
Executive shall not knowingly use for his personal benefit, or disclose,
communicate or divulge to, or use for the direct or indirect benefit of any
person, firm, association or entity other than the Company, any material
referred to in Paragraph (A) above or any information regarding the business
methods, business policies, procedures, techniques, research or development
projects or results, trade secrets, or other knowledge or processes used or
developed by the Company or any names and addresses of customers or clients or
any other confidential information relating to or dealing with the business
operations or activities of the Company, first made known to the Executive or
first learned or acquired by the Executive while in the employ of the Company.
(E) The foregoing provisions of this Article shall not (i) prevent
Executive from owning five percent or less of the outstanding stock of any
publicly traded entity, (ii) apply to information of any type that is publicly
disclosed, or is or becomes publicly available, in each instance without a
violation by Executive of the provisions of this Article, and (iii) be construed
to prevent disclosure by Executive pursuant to legal process, provided in this
event Executive shall endeavor to give reasonable advance notice to the Company
of any such legal process involving him that may result in otherwise prohibited
disclosure.
(F) It is recognized that damages in the event of breach by the
Executive of this Article would be difficult, if not impossible, to ascertain,
and it is, therefore, agreed that the Company shall have the right to an
injunction or other equitable relief in any court of competent jurisdiction,
enjoining any breach, and the Executive hereby waives any and all defenses he
may have on the ground of lack of jurisdiction or competence of the court to
grant such injunction or other equitable relief. The existence of this right
shall not preclude any other rights and remedies at law or in equity which the
Company may have.
ARTICLE IX
CONSTRUCTION, ENFORCEABILITY AND SEVERABILITY
(A) The descriptive headings of Articles, or of or in any exhibit, are
inserted for convenience only and are not a part of this Agreement. Unless
otherwise qualified, references in this Agreement to "Article" are to provisions
of this Agreement and a reference thereto includes any subparts. As used herein,
the singular includes the plural, the plural includes the singular, and words in
one gender include the others, the terms "party" and "parties" are references to
the Company and/or the Executive as permitted or required by the context,
"herein", "hereunder", "hereof" and similar references refer to the whole of
this Agreement, "include", "including" and similar terms are not words of
limitation, and any examples are not limiting. The failure of an incorporated
party to affix its corporate seal to this Agreement shall not impair the
validity of the signature of that party but shall, instead, be the adoption by
that party of the phrase "(CORPORATE SEAL)" as the corporate seal of that party
for the purposes of this Agreement. In the event any date specified herein or
determined hereunder shall be on a Saturday, Sunday or nationally declared
holiday, then that date so specified or determined shall be deemed to be the
next business day following such date and compliance by or on that day shall be
deemed to be compliance with the terms of this Agreement.
<PAGE>
(B) To the extent any provision or portion of this Agreement shall be
held, found or deemed to be invalid, unreasonable, unlawful or unenforceable,
then the parties expressly covenant and agree that any such provision or portion
shall be modified to the extent necessary in order that any such provision or
portion shall be legally enforceable to the fullest extent permitted by
applicable law and that any court of proper jurisdiction shall, and the parties
do hereby expressly authorize any such court to, enforce any such provision or
portion or to modify any such provision or portion in order that any such
provision or portion shall be enforced by such court to the fullest extent
permitted by applicable law. If any provision or portion of this Agreement shall
be held invalid or unenforceable, the remainder of this Agreement shall remain
in full force and effect. If any provision or portion of this Agreement is held
invalid or unenforceable with respect to particular circumstances, it shall
remain in full force and effect in all other circumstances.
(C) The Company represents and warrants to the Executive that, to the
best of its knowledge, it has been duly authorized to execute, deliver and
perform this Agreement and each related agreement, and that execution, delivery
and performance hereof and thereof is not and will not be a breach or violation
of any obligation or commitment, whether contractual or otherwise, to which the
Company is subject or by which it is bound.
ARTICLE X
ARBITRATION
Any controversy or claim arising out of or relating to this
Agreement or the breach thereof, or the Executive's employment or the
termination thereof, shall be settled by arbitration in St. Petersburg, Florida
in accordance with the National Rules for the Resolution of Employment Disputes
of the American Arbitration Association. The decision of the arbitrator shall be
final and binding on the parties, and judgment on the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof. The
arbitrator shall be empowered to enter an equitable decree mandating specific
enforcement of the terms of this Agreement. The Company and the Executive shall
share equally all fees and expenses of the arbitrator; provided, however, that
the Company or the Executive, as the case may be, shall bear all fees and
expenses of the arbitrator and all of the legal fees and out-of-pocket expenses
of the other party if the arbitrator determines that the claim or position of
the Company or the Executive, as the case may be, was without reasonable
foundation. The Executive and the Company each hereby consent to personal
jurisdiction of the state and federal courts located within the territorial
limits of the United States District Court for the Middle District of Florida,
Tampa Division, for any action or proceeding arising from or relating to this
Agreement or relating to any arbitration in which the parties are participants,
and waive all venue objections with respect to such arbitration, actions or
proceedings.
<PAGE>
ARTICLE XI
NOTICE
Any notice, request, demand or other communication required to
be given under the terms of this Agreement shall be in writing and shall be
deemed to have been duly given if delivered to the addressee in person or mailed
by certified mail, return receipt requested, to the Executive at the last
resident address he has provided to the Company, or in the case of the Company,
at its principal executive offices.
ARTICLE XII
BENEFIT
This Agreement shall inure to and shall be binding upon the
parties, the successors and assigns of the Company, and the heirs and personal
representatives of the Executive.
ARTICLE XIII
WAIVER
The waiver by either party of any breach or violation of any
provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach.
ARTICLE XIV
GOVERNING LAW
The law of the State of Florida (except its provisions
governing the choice of law) shall govern the construction, enforcement and
validity of this Agreement.
ARTICLE XV
ENTIRE AGREEMENT
This Agreement constitutes or refers to the entire
understanding of the Executive and the Company with respect to the subject
matter hereof and supersedes any and all prior understandings written or oral.
This Agreement may not be changed, modified or discharged orally, but only by an
instrument in writing signed by the parties.
ARTICLE XVI
COUNTERPARTS AND FACSIMILE SIGNATURES
This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument. Execution and delivery of
this Agreement by exchange of facsimile copies bearing the facsimile signature
of a party shall constitute a valid and binding execution and delivery of this
Agreement by such party. Such facsimile copies shall constitute enforceable
original documents.
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement
and affixed their hands and seal the day and year first above written.
EXECUTIVE
/s/ James H. Guild
------------------
James H. Guild
TELESERVICES INTERNATIONAL GROUP INC.
By: /s/ Robert P. Gordon
--------------------
Robert P. Gordon, Chairman
(CORPORATE SEAL)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM (A) THE FORM
10-QSB FOR THE QUARTER ENDED SEPTEMBER 30, 1998 AND ISQUALIFIED IN ITS ENTIRETY
BY REFERENCES TO SUCH (B) FORM 10-QSB.
</LEGEND>
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<CURRENCY> $US
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JUL-01-1998
<PERIOD-END> SEP-20-1998
<EXCHANGE-RATE> 1
<CASH> 80,000
<SECURITIES> 0
<RECEIVABLES> 700,756
<ALLOWANCES> (420,266)
<INVENTORY> 0
<CURRENT-ASSETS> 893,386
<PP&E> 4,086,849
<DEPRECIATION> (2,361,900)
<TOTAL-ASSETS> 3,385,501
<CURRENT-LIABILITIES> 8,203,127
<BONDS> 76,958
0
0
<COMMON> 5,499
<OTHER-SE> (4,900,083)
<TOTAL-LIABILITY-AND-EQUITY> 3,385,501
<SALES> 0
<TOTAL-REVENUES> 900,336
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<TOTAL-COSTS> 1,785,228
<OTHER-EXPENSES> 5,480,275
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<INCOME-TAX> 0
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