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Filed pursuant to Rule 424(b)(3)
Registration No. 333-78077
Prospectus Supplement dated August 3, 1999
to Prospectus dated May 27, 1999
TELESERVICES INTERNET GROUP INC.
(formerly TeleServices International Group Inc.)
We have prepared this Prospectus Supplement to update information included in
our Prospectus dated May 27, 1999. This Prospectus Supplement should be read in
conjunction with the Prospectus, which is to be delivered with this Prospectus
Supplement. The Prospectus and this Prospectus Supplement relate to two
Registration Statements: file no. 333-78077 and file no. 333-84021.
RECENT DEVELOPMENTS. At a special shareholders meeting held on July 8, 1999, our
shareholders approved amendments to our Articles of Incorporation to 1) change
our name to "TeleServices Internet Group Inc." and 2) increase the number of
shares of common stock authorized for issuance from 100,000,000 to 300,000,000.
SELLING SECURITYHOLDERS. Because we have registered additional shares of common
stock for resale by certain shareholders, the information in the Prospectus
under the heading "Selling Securityholders" is superceded in part by the
following information:
SELLING SECURITYHOLDERS
The selling securityholders named below may sell up to 91,294,929 shares of the
common stock of the company, including shares that they have acquired or may
acquire upon conversion of convertible debentures and shares that they may
acquire upon exercise of warrants.
The following table sets forth the names of the selling securityholders, the
number of shares of common stock beneficially owned by each selling
securityholder prior to commencement of the offering, the maximum number of
shares that may be offered in the offering by each selling securityholder, and
the number of shares of common stock beneficially owned by each selling
securityholder upon completion of the offering, assuming all of the shares are
sold. The number of shares sold by each selling securityholder may depend upon a
number of factors, including, among other things, the market price of the common
stock. None of the selling securityholders has, or within the past three years
has had, any position, office or other material relationship with us or any of
our predecessors or affiliates.
<TABLE>
<CAPTION>
SHARES
MAXIMUM BENEFICIALLY
SHARES SHARES OWNED AFTER
BENEFICIALLY OFFERED IN OFFERING
NAME OF SELLING OWNED PRIOR TO OFFERING ------------------------
SECURITYHOLDER OFFERING (1)(2) NUMBER(2) NUMBER PERCENT
- -------------- --------------- --------- ------ -------
<S> <C> <C> <C> <C>
Amro International, S.A........... 19,224,250 19,224,250 0 --
Endeavor Capital Fund, S.A........ 16,050,000 16,050,000 0 --
Basic Investments Ltd. (3)........ 39,264,472 39,264,472 0 --
Joseph Abergel.................... 4,000,000 4,000,000 0 --
Rebecca F. Walter................. 6,000,000 6,000,000 0 --
Grady & Hatch and Co., Inc........ 250,000 250,000 0 --
Cliffwood Management.............. 1,258,535 1,258,535 0 --
Michael Johnson................... 2,747,672 2,747,672 0 --
Frank V. Pellegrini............... 2,500,000 2,500,000 0 --
</TABLE>
(1) Unless otherwise indicated, each person has sole investment and voting
power with respect to the shares indicated.
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(2) Includes (i) the number of shares issued or issuable upon conversion of
debentures, (ii) the number of shares issued or issuable as payment of
interest on the debentures, (iii) the number of shares of common stock
issuable upon exercise in full of the warrants, and (iv) the number of
shares issued or issuable to the selling securityholders in lieu of
certain penalties arising out of the debenture documents because of
delays in the filing and effectiveness of the Registration Statement of
which this prospectus constitutes a part. Because the number of shares
of common stock issuable upon conversion of the debentures, as payment
of interest thereon, and in lieu of certain penalties, and the number
of shares of common stock issuable upon exercise of warrants in the
event of a cashless exercise is dependent in part upon the market price
of the common stock prior to a conversion, the actual number of shares
of common stock that will be issued upon conversion and, consequently,
offered for sale cannot be determined at this time. Some of the selling
securityholders have already sold some of the shares listed after their
names and under the columns "Shares Beneficially Owned Prior to
Offering" and "Maximum Shares Offered in Offering" pursuant to the
Prospectus dated May 27, 1999.
(3) The address of the principal business office of Basic Investments, Ltd.
is: Attn: Stan Ryback, 2431 Mill Avenue, Brooklyn, New York 11234.
THE COMMON STOCK IS A SPECULATIVE INVESTMENT AND INVOLVES A HIGH DEGREE OF RISK.
YOU SHOULD READ THE DESCRIPTION OF CERTAIN RISKS UNDER THE CAPTION "RISK
FACTORS" COMMENCING ON PAGE 3 OF THE PROSPECTUS BEFORE PURCHASING THE COMMON
STOCK.
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR DETERMINED IF THE PROSPECTUS OR THIS PROSPECTUS SUPPLEMENT IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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