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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 (earliest event reported): February 29, 2000
TELESERVICES INTERNET GROUP INC.
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(Exact name of registrant as specified in its charter)
Florida 33-11059-A 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 5. Other Events.
A. On February 29, 2000, the company issued as press release
announcing that it has entered into a letter agreement engaging a prominent New
York based investment banking firm as its exclusive agent for a private
placement financing of up to $40 million. A copy of the press release is being
filed as an exhibit to this current report.
B. The company has mailed to all shareholders of record at the close
of business on March 1, 2000, a Notice of a Special Shareholders' Meeting to be
held March 27, 2000. The purpose of the meeting is to vote to approve a
combination of the outstanding shares on a 10-for-1 basis. A copy of the notice
is being filed as an exhibit to this report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired. Not applicable.
(b) Pro Forma Financial Information. Not applicable.
(c) Exhibits. The following exhibits are furnished in accordance
with the provisions of Item 601 of Regulation S-B.
Exhibit No. Description
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99.2 Press Release dated February 29, 2000.
(Filed herewith).
99.3 Notice of a Special Shareholders' Meeting to be
held March 27, 2000. (Filed herewith).
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: March 16, 2000
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EXHIBIT INDEX
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Exhibit No. Description
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99.2 Press Release dated February 29, 2000.
(Filed herewith).
99.3 Notice of a Special Shareholders' Meeting to be
held March 27, 2000. (Filed herewith).
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EXHIBIT 99.2
FOR IMMEDIATE RELEASE
PRESS CONTACTS:
Paul Henry [email protected]
Richard Wheeler [email protected]
TSIG.com
727/897-4000
TSIG.com Engages Investment Bank for up to $40 Million Equity Financing;
Announces Special Shareholders' Meeting
ST. PETERSBURG, FLA. (FEBRUARY 29, 2000) - TeleServices Internet Group Inc.
(OTC Bulletin Board:TSIG - news), known as TSIG.com, today announced that it
has entered into a letter agreement engaging a prominent New York based
investment banking firm as its exclusive agent for a private placement
financing of up to $40 million.
SEC rules prohibit the company from identifying the investment banking firm. It
is contemplated that the proposed private placement would be for a common stock
equity line of credit. The securities will not be registered under the
Securities Act and may not be offered or sold absent a registration or an
applicable exemption from registration, but the investors would have
registration rights. Other terms of the offering are unknown at this time.
The bank has advised TSIG.com that before this financing can be completed, the
company must restructure its existing capitalization by reducing the number of
shares of common stock outstanding. The company plans a shareholder meeting on
March 27, 2000, to consider such restructuring.
ABOUT TSIG.COM
Headquartered in St. Petersburg, Florida, TeleServices Internet Group Inc.,
known as TSIG.com, created the My MusicCard program
(http://www.mymusiccard.com) to enable consumers to purchase CDs and cassettes
at the lowest prices, and to develop revenue-generating programs with
corporations and non-profit organizations that drive consumers to customers'
Internet sites for the lowest cost in the industry. Similarly, TSIG.com's My
PhotoCard programs provide the lowest cost film processing and Kodak film.
These unique marketing programs provide high
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TSIG.COM ENGAGES INVESTMENT BANK FOR UP TO $40 MILLION EQUITY FINANCING;
ANNOUNCES SPECIAL SHAREHOLDERS' MEETING/PAGE 2
margin returns and help build brand loyalty and awareness within target
communities. TSIG.com also provides customer service and support with its
web-based call center and related services.
# # #
This press release contains "forward-looking statements" within the meaning of
Section 27A of the 1933 Securities Act and Section 21E of the 1934 Securities
Exchange Act. Actual results could differ materially, as the result of such
factors as (1) competition in the markets for the products and services sold by
the company, (2) the ability of the company to execute its plans, (3) the
availability of financing at favorable terms, and (4) other factors detailed in
the company's public filings with the SEC.
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EXHIBIT 99.3
TELESERVICES INTERNET GROUP INC.
NOTICE OF A SPECIAL SHAREHOLDERS' MEETING
TO BE HELD ON MARCH 27, 2000
To the Shareholders of TeleServices Internet Group Inc.:
On Monday, March 27, 2000, TeleServices Internet Group Inc. will hold a Special
Shareholders' Meeting at The Vinoy, 501 - 5th Avenue N.E., St. Petersburg,
Florida, 33701, at 5:00 p.m., local time. Only shareholders who owned stock at
the close of business on March 1, 2000 will be entitled to vote at this meeting
or any adjournments that may take place. The stock transfer books of the
Company will remain open.
The Company has engaged a prominent New York investment banking firm as an
exclusive agent for a private placement financing for up to $40 million. SEC
rules prohibit the Company from identifying the investment banking firm. It is
contemplated that the proposed private placement would be for a common stock
equity line of credit. The securities will not be registered under the
Securities Act and may not be offered or sold absent a registration or an
applicable exemption from registration, but the investors would have
registration rights. Other terms of the offering are unknown at this time.
The investment banking firm has advised the Company that before an equity line
of credit or any other type of financing can be obtained, the Company must
restructure its existing capitalization by reducing the number of shares of
common stock outstanding without changing the number authorized.
The Board of Directors recommends that you vote to approve an Amendment to the
Company's Articles of Incorporation to effect a combination (also known as a
"reverse-split") of the number of outstanding, but not the number of
authorized, shares of common stock of the Company on a 10:1 basis.
Approval of such a share combination would have the following results:
o The Board of Directors shall cause the Company to file, as
soon as practicable, an Amendment to its Articles of
Incorporation which shall reflect the share combination and
provide for an effective date to be determined by the Board
of Directors (but not more than 90 days after the date of
shareholder approval).
o The number of shares outstanding would decrease from
approximately 250 million (as of the date of this notice) to
approximately 25 million.
o The number of shares of common stock authorized to be issued
shall remain 300,000,000 and the par value per share shall
remain $.0001.
o Fractional shares created as a result of the combination
shall be rounded to the nearest whole share.
o All options, warrants, convertible preferred stock, and any
other convertible securities that are convertible into common
stock that are outstanding on the date of the combination
shall be adjusted on the same basis.
This restructuring is necessary to enable the Company to pursue an equity line
of credit or other financing with the assistance of the Company's investment
banking firm. The restructuring is also necessary for the Company to meet its
current commitments to holders of stock options, warrants and convertible
preferred stock.
The Board of Directors urges you to vote in favor of this proposal because we
believe it is necessary for the survival of the Company.
We urge you to vote. You do not have to attend the meeting to vote. The company
has approximately 24,000 shareholders, and every vote counts. You may complete
and return the enclosed proxy card and mail it promptly in the envelope
provided, but your proxy must be received before the meeting. To help reduce
costs and to insure prompt receipt of votes, shareholders are encouraged to
vote via telephone at 1-800-454-8683 or via the internet at www.proxyvote.com
as described on the proxy card. (a limited number of shareholders of record who
do not own shares in "street name" will receive proxy cards that do not offer
these services).
Dated: March 1, 2000 By Order of the Board of Directors
/s/ Paul W. Henry, Secretary
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