<PAGE> 1
As filed with the Securities and Exchange Commission on March 17, 1999
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.
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(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Florida 59-2773602
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(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
100 Second Avenue South, Suite 1000, St. Petersburg, Florida 33701
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(Address of Principal Executive Offices) (Zip Code)
Visitors Services, Inc. Employee Benefit and Consulting Services Compensation Plan
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(Full title of the plan)
Robert P. Gordon, 100 Second Avenue South, Suite 1000, St. Petersburg, Florida 33701
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(Name and address of agent for service)
(813) 895-4410
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(Telephone number, including area code, of agent for service)
</TABLE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered per share price registration fee (1)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.0001 Par Value (2) 7,500,000 $0.41 $3,075,000.00 $907.13
======================================================================================================================
TOTALS 7,500,000 $3,075,000.00 $907.13
======================================================================================================================
</TABLE>
(1) The fee with respect to these shares has been calculated pursuant to Rule
457(h)(1) and Rule 457(c) of Regulation C under the Securities Act of 1933,
as amended, and based upon the average of the bid and asked price per share
of the Registrant's common stock on a date within five (5) days prior to
the date of filing of this Registration Statement, as reported on the
National Association of Securities Dealers, Inc.
Electronic Bulletin Board.
(2) To be issued, at the sole discretion of the Registrant, as Direct Shares,
or Shares underlying options granted to and to be granted, under the
Visitors Services Inc. Employee Benefit and Consulting Services
Compensation Plan.
<PAGE> 2
REGISTRATION OF ADDITIONAL SECURITIES
In accordance with General Instruction E of Form S-8, TeleServices
International Group Inc. (the "Registrant") is registering additional shares of
common stock pursuant to the Visitors Services, Inc. Employee Benefit and
Consulting Services Compensation Plan (the "VSI Plan"). The Registrant currently
has effective registration statements filed on Form S-8 relating to the VSI Plan
which registered securities of the same class as those being registered
herewith: (a) prior registration statement filed with the Securities and
Exchange Commission on February 20, 1997, on Form S-8 (File No. 333-22093)
registered an initial 5,000,000 shares authorized to be issued under the VSI
Plan; and (b) a subsequent registration statement filed October 20, 1997 (File
No. 333-38263), registered an additional 5,000,000 shares authorized to be
issued under the VSI Plan. The Registrant incorporates by reference into this
registration statement the contents of its earlier registration statements on
Form S-8 (File No. 333-22093 and 333-38263), which are made a part hereof.
On March 15, 1999, the Board of Directors of the Registrant increased
the number of shares of common stock authorized to be issued under the VSI Plan
from 10,000,000 to 17,500,000. The 10,000,000 previously authorized to be issued
under the VSI Plan were registered in the aforementioned two prior registration
statements. This registration statement registered the additional 7,500,000
shares authorized to be issued under the VSI Plan.
EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- ------------
<S> <C>
4.1 The Registrant's Articles of Incorporation, as amended, which define the
rights of holders of the equity securities being registered. (Incorporated by
reference to Exhibit 3.5 to the Registrant's Form 10-QSB for the quarter ended
March 31, 1997.)
4.2 The Registrant's Bylaws, as amended, which define the rights of holders of the
equity securities being registered. (Incorporated by reference to Exhibit 3.3
to the Registrant's Current Report on Form 8-K dated October 17, 1996 and
filed October 23, 1996.)
5.8 Opinion of Counsel, Futro & Trauernicht LLC. (Filed herewith.)
10.7 Visitors Services, Inc. Employee Benefit and Consulting Services Compensation
Plan, as restated on March 15, 1999. (Filed herewith.)
23.17 Consent of Schumacher & Associates, Inc., Certified Public Accountants. (Filed
herewith.)
23.18 Consent of Counsel, Futro & Trauernicht LLC. (Included in Exhibit 5.8.)
</TABLE>
1
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of St. Petersburg, State of Florida, on the 17th
day of March, 1999.
TELESERVICES INTERNATIONAL GROUP INC.
By: /s/ Robert P. Gordon
---------------------------------------------------
Robert P. Gordon, Chairman
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/ Robert P. Gordon
---------------------------------------------------
Robert P. Gordon, Chairman, Interim Chief Financial
Officer (Principal Accounting Officer), Director
Dated: March 17, 1999
By: /s/ Paul W. Henry
---------------------------------------------------
Paul W. Henry, Secretary, Treasurer, Director
Dated: March 17, 1999
By: /s/ Michael J. Gordon
---------------------------------------------------
Michael J. Gordon, Director
Dated: March 17, 1999
By: /s/ John Hwang
---------------------------------------------------
John Hwang, Director
Dated: March 17, 1999
2
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
4.1 The Registrant's Articles of Incorporation, as amended, which define the
rights of holders of the equity securities being registered. (Incorporated by
reference to Exhibit 3.5 to the Registrant's Form 10-QSB for the quarter ended
March 31, 1997.)
4.2 The Registrant's Bylaws, as amended, which define the rights of holders of the
equity securities being registered. (Incorporated by reference to Exhibit 3.3
to the Registrant's Current Report on Form 8-K dated October 17, 1996 and
filed October 23, 1996.)
5.8 Opinion of Counsel, Futro & Trauernicht LLC. (Filed herewith.)
10.7 Visitors Services, Inc. Employee Benefit and Consulting Services Compensation
Plan, as amended on March 15, 1999. (Filed herewith.)
23.17 Consent of Schumacher & Associates, Inc., Certified Public Accountants. (Filed
herewith.)
23.18 Consent of Counsel, Futro & Trauernicht LLC. (Included in Exhibit 5.8.)
</TABLE>
<PAGE> 1
EXHIBIT 5.8
FUTRO & TRAUERNICHT LLC
Attorneys and Counselors at Law
ALAMO PLAZA
1401 SEVENTEENTH STREET - 11TH FLOOR
DENVER, COLORADO 80202
TELEPHONE (303) 295-3360
FACSIMILE (303) 295-1563 WITH OFFICES IN
[email protected] LOS ANGELES, CALIFORNIA
March 17, 1999
U.S. Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington D.C. 20549
Re: TeleServices International Group Inc.
OPINION OF COUNSEL NO. 99-076.1.
Form S-8 Registration Statement - Registration of Additional
Securities for the "Visitors Services, Inc. Employee Benefit
and Consulting Services Compensation Plan."
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 (the "Registration Statement") covering registration under
the Securities Act of 1933, as amended, of an additional 7,500,000 shares of the
Company's common stock, $.0001 par value per share (the "Shares"), pursuant to
the employee benefit plan of the Company's subsidiary entitled the "Visitors
Services, Inc. Employee Benefit and Consulting Services Compensation Plan" as
restated March 15, 1999 (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
Attorneys and Counselors at Law
U.S. Securities and Exchange Commission
OPINION OF COUNSEL NO. 99-076.1
March 17, 1999
Page 2
This opinion is not to be used, circulated, quoted or otherwise
referred to for any other purpose without our prior written consent. This
opinion is based on our knowledge of the law and facts as of the date hereof.
This opinion does not address or relate to any specific state securities laws.
We assume no duty to communicate with the Company in respect to any matter which
comes to our attention hereafter.
CONSENT
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to our firm in the prospectus which is
incorporated by reference into and made a part of the Registration Statement.
/s/ Futro & Trauernicht LLC
FUTRO & TRAUERNICHT LLC
<PAGE> 1
EXHIBIT 10.7
VISITORS SERVICES, INC.
EMPLOYEE BENEFIT AND CONSULTING SERVICES
COMPENSATION PLAN
(RESTATED MARCH 15, 1999)
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 Visitors Services, Inc. Employee Benefit and Consulting Services
Compensation Plan (the "Plan"). The Plan was originally established by the
Company's subsidiary, Visitors Services International Corp. (formerly Visitors
Services, Inc.) on November 18, 1996, and was subsequently adopted and assumed
by the Company on November 19, 1996. The Plan is hereby amended and restated
effective March 15, 1999.
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.
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VSI PLAN (RESTATED 03/15/99) PAGE 1 OF 6
<PAGE> 2
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.
2.10 "Plan" means this Visitors Services, Inc. Employee Benefit and
Consulting Services Compensation Plan, as amended and restated on March 15,
1999. The Plan is also known as the "VSI Plan".
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 established on November 18, 1996. The Plan was
adopted and assumed by the Company on November 19, 1996. The Plan was previously
restated on August 1, 1997, and is hereby restated again effective March 15,
1999. 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 a 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
- --------------------------------------------------------------------------------
VSI PLAN (RESTATED 03/15/99) PAGE 2 OF 6
<PAGE> 3
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 17,500,000, as restated. 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
- --------------------------------------------------------------------------------
VSI PLAN (RESTATED 03/15/99) PAGE 3 OF 6
<PAGE> 4
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.
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. However, the Board of
Directors any, in its sole discretion, permit transfers to family members if and
to the extent such transfers are permissible under applicable securities laws.
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
- --------------------------------------------------------------------------------
VSI PLAN (RESTATED 03/15/99) PAGE 4 OF 6
<PAGE> 5
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.
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
As determined in the sole discretion of the Board of Directors,
appropriate adjustments shall be made to the number of shares of Common Stock
issuable upon exercise of any Options or the exercise price thereof in the event
of: (i) a subdivision or combination of any of the shares of capital stock of
the Client; (ii) a dividend payable in shares of capital stock of the Client;
(iii) a reclassification of any shares of capital stock of the Client; or (iv)
any other change in the capital structure of the Client.
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.
- --------------------------------------------------------------------------------
VSI PLAN (RESTATED 03/15/99) PAGE 5 OF 6
<PAGE> 6
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 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 November 18, 1996,
the date it was originally established.
17.2 Duration of the Plan. The Plan shall terminate at midnight on
November 17, 2001, 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 15th day of March 1999.
TELESERVICES INTERNATIONAL GROUP INC.
By: /s/ Robert P. Gordon
-------------------------------------
Robert P. Gordon, Chairman
ATTEST:
/s/ Paul W. Henry
- ----------------------------------
Paul W. Henry, Secretary
- --------------------------------------------------------------------------------
VSI PLAN (RESTATED 03/15/99) PAGE 6 OF 6
<PAGE> 7
EXHIBIT A
FORM OF
GRANT OF OPTION PURSUANT TO THE
VISITORS SERVICES, INC. EMPLOYEE BENEFIT AND CONSULTING SERVICES
COMPENSATION PLAN, AS RESTATED MARCH 15, 1999.
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 Visitors
Services, Inc. Employee Benefit and Consulting Services Compensation 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, 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 Grant
of Option, then this Grant of Option 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.
- --------------------------------------------------------------------------------
VSI PLAN (RESTATED 03/15/99) A-1
<PAGE> 8
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.
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.
The shares of common stock issuable upon exercise of the Option (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
- --------------------------------
- --------------------------------------------------------------------------------
VSI PLAN (RESTATED 03/15/99) A-2
<PAGE> 9
GRANT OF OPTION PURSUANT TO THE VISITORS SERVICES, INC.
EMPLOYEE BENEFIT AND CONSULTING SERVICES COMPENSATION PLAN,
AS RESTATED MARCH 15, 1999.
OPTIONEE: ___________________
OPTIONS GRANTED: ___________________
PURCHASE PRICE: $____ per Share
DATE OF GRANT: ___________________
EXERCISE PERIOD: ________ to _______
<TABLE>
<CAPTION>
VESTING SCHEDULE: OPTION ON
#SHARES DATE VESTED (SUBJECT TO CONTINUED EMPLOYMENT, AND
--------- ----------- OTHER ESTABLISHED CONDITIONS)
<S> <C> <C> <C>
--------- -----------
--------- -----------
--------- -----------
--------- -----------
VESTED OPTIONS EXERCISED TO DATE: _________ (INCLUDING THIS EXERCISE)
BALANCE OF VESTED OPTIONS TO BE EXERCISED: _________
</TABLE>
================================================================================
NOTICE OF EXERCISE
(TO BE SIGNED ONLY UPON EXERCISE OF THE OPTION)
TO: TeleServices International Group Inc. (the "Company")
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 Notice of Exercise of like tenor for the appropriate
balance of the shares, or a portion thereof, purchasable under the Grant of
Option pursuant to the Visitors Services, Inc. Employee Benefit and Consulting
Services Compensation Plan, be delivered to the Company when and as appropriate.
OPTIONEE:
NOT FOR EXECUTION
Dated:
--------------------------- -------------------------------------------
- --------------------------------------------------------------------------------
VSI PLAN (RESTATED 03/15/99) A-3
<PAGE> 1
EXHIBIT 23.17
SCHUMACHER & ASSOCIATES, INC.
Certified Public Accountants
12835 East Arapahoe Road, T-II, #110
Englewood, Colorado 80112
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
TeleServices International Group Inc. on Form S-8 of our report dated 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, which report is included in the Annual Report on Form 10-KSB
for the year ended December 31, 1997.
/s/ Schumacher & Associates, Inc.
SCHUMACHER & ASSOCIATES, INC.
Englewood, Colorado
March 17, 1999
