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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 23, 2000
TELESERVICES INTERNET GROUP INC.
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(Exact name of registrant as specified in its charter)
Florida 59-2773602
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
100 Second Avenue South, Suite 1000, St. Petersburg, Florida 33701
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (727) 895-4410
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(Former name or former address, if changed since last report.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
AGREEMENT AND PLAN OF REORGANIZATION. On August 23, 2000, the Registrant
executed an Agreement and Plan of Reorganization ("Agreement") with
GeneralSearch.com, Inc., a Minnesota corporation ("GSCI") and certain
stockholders of GSCI pursuant to which 84.7826% of the issued and outstanding
shares of common stock of GSCI (9,750,000), held by the persons identified
below, were acquired by the Registrant in exchange for an aggregate of
38,152,178 shares of restricted common stock of the Registrant. By virtue of the
reorganization, GSCI becomes a subsidiary of the Registrant. The following
tabulates holdings of common stock of the Registrant by former stockholders of
GSCI, giving effect to and as a result of the reorganization with GSCI.
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<CAPTION>
Owner Shares Owned(1) Percent of Class(2)
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<S> <C> <C>
Michele J. Bruss 17,804,348 23.1%
Nick Salerno 3,913,044 5.0%
Jane Hollister 3,913,044 5.0%
Dave Venchus 2,934,783 3.8%
Joanna Kopec 1,956,522 2.5%
Chuck Sensale 2,934,783 3.8%
Camille Sensale 2,934,783 3.8%
Margaret Brown 586,957 *
Trust 2000 WHB 1,173,914 1.5%
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(1) All Common Shares held by them are "restricted securities" and as such are
subject to limitations on resale.
(2) Assumes that there will be 76,918,556 shares of common stock of the
Registrant outstanding immediately after issuance of these shares as required by
the Agreement and Plan of Reorganization.
* constitutes less than 1% of the outstanding common stock of the Registrant.
DESCRIPTION OF GSCI. Following is a description of the business of GSCI:
GSCI operates an Internet portal at www.generalsearch.com. The portal is
designed to enhance an individual's online experience via a powerful and
accurate search engine that utilizes filters to make it adult-content free. In
addition to its powerful search engine, GSCI offers free Internet access,
e-mail, voice-mail, fax, and integrated messaging with unlimited lifetime use.
APPOINTMENT OF DIRECTOR. In connection with the acquisition, Jeffrey Bruss was
appointed as a director of the Registrant.
BROKERS' AND FINDERS' FEES. In connection with the above-described acquisition,
the Registrant issued an 8% convertible debenture to Ladenburg Thalmann & Co.
Inc. ("Ladenburg") for financial advisory services rendered and the delivery of
a fairness opinion.
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The Registrant also entered into a registration rights agreement with Ladenburg.
Pursuant to the terms of the debenture, the Registrant must pay $2,650,000 to
Ladenburg on or before the earliest of December 31, 2000 ("Maturity Date") or
the closing of one or more debt or equity financings. Subject to terms and
conditions contained in the debenture, Ladenburg is entitled to exercise its
right to convert all or a portion of the unpaid principal and accrued interest
into shares of common stock of the Registrant at any time after the Maturity
Date. The Registrant also issued 2,700,000 shares of restricted common stock to
Rangeley Corporation as an advisory fee in connection with the transaction.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired. The required financial
statements will be provided as an amendment to this Form 8-K as soon as
practicable but not later than 60 days after the due date of this report.
(b) Pro Forma Financial Information. The required pro forma financial
information will be provided as an amendment to this Form 8-K as soon as
practicable but not later than 60 days after the due date of this report.
(c) Exhibits. The following exhibits are furnished in accordance with
the provisions of Item 601 of Regulation S-B.
Exhibit No. Description
2.8 Agreement and Plan of Reorganization between
TeleServices Internet Group Inc. and
GeneralSearch.com, Inc., dated August 23, 2000
(Filed herewith).
4.11 8% Convertible Debenture due December 31, 2000,
issued by TeleServices Internet Group Inc.
to Ladenburg Thalmann & Co., dated August 23, 2000
(Filed herewith).
4.12 Registration Rights Agreement by and between
TeleServices Internet Group Inc. and Ladenburg
Thalmann & Co. Inc., dated August 23, 2000 (Filed
herewith).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TELESERVICES INTERNET GROUP INC.
By: /s/ Robert P. Gordon
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Robert P. Gordon, Chairman
Date: August 30, 2000
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
2.8 Agreement and Plan of Reorganization between
TeleServices Internet Group Inc. and
GeneralSearch.com, Inc., dated August 23, 2000
(Filed herewith).
4.11 8% Convertible Debenture due December 31, 2000,
issued by TeleServices Internet Group Inc.
to Ladenburg Thalmann & Co., dated August 23, 2000
(Filed herewith).
4.12 Registration Rights Agreement by and between
TeleServices Internet Group Inc. and Ladenburg
Thalmann & Co. Inc., dated August 23, 2000 (Filed
herewith).
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