<PAGE> 1
As filed with the Securities and Exchange Commission on March 15, 2000
Registration No. ___________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TeleServices Internet Group Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 59-2773602
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 Second Avenue South, Suite 1000,
St. Petersburg, Florida 33701
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(Address of Principal Executive Offices) (Zip Code)
TSIG.com Incentive Stock Plan
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(Full title of the plan)
Paul W. Henry, Secretary, 100 Second Avenue South,
Suite 1000, St. Petersburg, Florida 33701
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(Name and address of agent for service)
(727) 895-4410
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(Telephone number, including area code, of agent for service)
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(1) price(1) registration fee(1)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.0001 Par Value(2) 25,000,000 $.50 $12,500,000 $3,300.00
======================================================================================================================
TOTALS 25,000,000 $12,500,000 $3,300.00
======================================================================================================================
</TABLE>
(1) Because the offering price of shares of Common Stock being registered under
the TSIG.com Incentive Stock Plan is not known at this time, the proposed
maximum offering price per share, the proposed maximum aggregate offering
price and the registration fee with respect to these shares have been
calculated pursuant to Rule 457(h)(1) and Rule 457(c) of Regulation C under
the Securities Act of 1933, as amended, which require that, solely for
purposes of calculating the registration fee, these figures are 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. OTC Bulletin Board.
(2) To be issued, at the sole discretion of the Registrant, directly or
pursuant to options under the TSIG.com Incentive Stock Plan.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
The document(s) containing the information concerning the TSIG.com
Incentive Stock Plan, effective as of December 17, 1999 (the "Plan"), required
by Item 1 of Form S-8, and the statement of availability of registrant
information and other information required by Item 2 of Form S-8 will be sent or
given to participants as specified by Rule 428. In accordance with Rule 428 and
the requirements of Part I of Form S-8, such documents are not being filed with
the Securities and Exchange Commission (the "Commission") either as part of this
registration statement on Form S-8 (the "Registration Statement") or as
prospectuses or prospectus supplements pursuant to Rule 424. TeleServices
Internet Group Inc., a Florida corporation (the "Company"), shall maintain a
file of such documents in accordance with the provisions of Rule 428. Upon
request, the Company shall furnish to the Commission or its staff a copy or
copies of all of the documents included in such file.
1
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Incorporated by reference into this Registration Statement are the
contents of the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1998; Quarterly Reports on Form 10-QSB for the periods ended March
31, 1999, June 30, 1999 and September 30, 1999; and Current Reports on Form 8-K
filed February 16, 1999, March 8, 1999, June 23, 1999, and July 14, 1999. All
documents filed by the Company with the Commission pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the
date of this Registration Statement and prior to the termination of the offering
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement. The Company will provide
without charge to each person to whom a copy of this Registration Statement is
delivered, on the written or oral request of such person, a copy of any or all
of the documents referred to above which have been or may be incorporated by
reference into this Registration Statement, other than certain exhibits to such
documents. Requests for such copies shall be directed to Shareholder Relations,
TeleServices Internet Group Inc., 100 Second Avenue South, Suite 1000, St.
Petersburg, Florida 33701 (telephone: 727-895-4410).
ITEM 4. DESCRIPTION OF SECURITIES.
COMMON STOCK.
The authorized capital of the Company consists of 300,000,000 shares of
Common Stock, $.0001 par value per share. The holders of the shares of Common
Stock have equal ratable rights to dividends from funds legally available
therefore, when, as and if declared by the Board of Directors of the Company and
entitled to share ratably in all of the assets of the Company available for
distribution to holders of Common Stock upon the liquidation, dissolution or
winding-up of the affairs of the Company. Holders of Common Stock do not have
pre-emptive, subscription or conversion rights. There are no redemption
provisions in the Company's Articles of Incorporation. Holders of Common Stock
are entitled to one vote per share on all matters which shareholders are
entitled to vote upon at all meetings of the shareholders. All shares of Common
Stock to be issued in this offering, when paid for in accordance with the terms
hereof, will be validly issued, fully paid and non-assessable.
The Company's Bylaws permit the holders of the minimum number of shares
necessary to take action at a meeting of shareholders (normally a majority of
the outstanding shares) to take action by written consent without a meeting,
provided notice is given within ten days to all other shareholders.
The holders of shares of Common Stock do not have cumulative voting
rights, which means that the holders of more than 50% of such outstanding shares
can elect all of the directors of the Company.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Futro & Trauernicht, LLC (the "firm"), Attorneys and Counselors at Law,
counsel to the Company, and whose opinion as to the validity of the issuance of
shares of Common Stock hereunder is attached hereto as Exhibit 5.12, has
received an indirect interest in the Issuer. On December 17, 1999, the Board of
Directors of the Company approved the grant of options to a member of the firm.
Pursuant to a vesting schedule, the member received options to purchase 2.7
million shares of the Company's Common Stock at $.07 per share. The options vest
annually at year end, commencing December 31, 1999, at the rate of 900,000 per
year. Said options were not granted in connection with the preparation of this
Registration Statement.
2
<PAGE> 4
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The General Corporation Law of Florida eliminates the personal
liability of its directors to the Company or its stockholders for monetary
damages for breach of fiduciary duty of loyalty and care as a director, unless:
(a) the director breached or failed to perform his duties as a director; and (b)
the directors breach of, or failure to perform, those duties constitutes: (i) a
violation of criminal law, unless the director had reasonable cause to believe
his conduct was lawful or had no reasonable cause to believe his conduct was
unlawful; (ii) a transaction from which the director derived an improper person
benefit, either directly or indirectly; (iii) a circumstance under which a
director votes for or assents to an unlawful distribution; (iv) in a proceeding
by or in the right of the Company to procure a judgment in its favor or in the
right of a shareholder, conscious disregard for the best interests of the
Company, or willful misconduct; or (v) in a proceeding by or in the right of
someone other than the Company or a shareholder with, recklessness or an act of
omission which was committed in bad faith or with malicious purpose or in a
manner exhibiting wanton and willful disregard of human rights, safety or
property.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit Number Description
-------------- -----------
4.8 The Company's Articles of Incorporation, as
amended, which define the rights of holders of the
equity securities being registered. (Incorporated
by reference to Exhibit 3.7 of the Company's
Current Report on Form 8-K dated July 8, 1999 and
filed July 13, 1999).
4.9 The Company's Bylaws, as amended, which define the
rights of holders of the equity securities being
registered. (Incorporated by reference to Exhibit
3.6 of the Registrant's Registration Statement on
Form SB-2 (file no. 333-78077) filed on May 7,
1999).
5.12 Opinion of Counsel, Futro & Trauernicht LLC.
(Filed herewith.)
10.16 TSIG.com Incentive Stock Plan dated December 17,
1999. (Filed herewith.)
23.25 Consent of Schumacher & Associates, Inc.,
Certified Public Accountants. (Filed herewith.)
23.26 Consent of Counsel, Futro & Trauernicht LLC.
(Included in Exhibit 5.12.)
ITEM 9. UNDERTAKINGS.
The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
3
<PAGE> 5
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(4) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling
persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other that the payment by the Company of expenses incurred or paid by
a director, officer, or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer, or controlling person of the Company in the
successful defense of that action suit, or proceeding) is asserted by
such director, officer, or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
4
<PAGE> 6
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 15th
day of March, 2000.
TELESERVICES INTERNET GROUP INC.
By: /s/ Robert P. Gordon
-------------------------------------
Robert P. Gordon, Chairman, Interim
Chief Financial Officer, Interim
Principal Accounting Officer
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, Interim Principal Accounting Officer, Director
Dated: March 15, 2000
By: /s/ Paul W. Henry
-------------------------------------------------------
Paul W. Henry, Secretary, Treasurer, Director
Dated: March 15, 2000
By: /s/ Frank Ragano
-------------------------------------------------------
Frank Ragano, Director
Dated: March 15, 2000
By: /s/ J.R. LeShufy
-------------------------------------------------------
J.R. LeShufy, Director
Dated: March 15, 2000
5
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C> <C>
4.8 The Company's Articles of Incorporation, as
amended, which define the rights of holders of the
equity securities being registered. (Incorporated
by reference to Exhibit 3.7 of the Company's
Current Report on Form 8-K dated July 8, 1999 and
filed July 13, 1999).
4.9 The Company's Bylaws, as amended, which define the
rights of holders of the equity securities being
registered. (Incorporated by reference to Exhibit
3.6 of the Registrant's Registration Statement on
Form SB-2 (file no. 333-78077) filed on May 7,
1999).
5.12 Opinion of Counsel, Futro & Trauernicht LLC.
(Filed herewith.)
10.16 TSIG.com Incentive Stock Plan dated December 17,
1999. (Filed herewith.)
23.25 Consent of Schumacher & Associates, Inc.,
Certified Public Accountants. (Filed herewith.)
23.26 Consent of Counsel, Futro & Trauernicht LLC.
(Included in Exhibit 5.12.)
</TABLE>
<PAGE> 1
EXHIBIT 5.12
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 14, 2000
U.S. Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington D.C. 20549
Re: TeleServices Internet Group Inc.
OPINION OF COUNSEL NO. 00-074.1
Form S-8 Registration Statement for the "TSIG.com Incentive Stock Plan"
Ladies and Gentlemen:
OPINION OF COUNSEL
We have acted as counsel to TeleServices Internet 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 25,000,000 shares of the Company's
common stock, $.0001 par value per share (the "Shares"), pursuant to the
employee benefit plan of the Company entitled the "TSIG.com Incentive Stock
Plan" dated December 17, 1999 (the "Plan"). As such, we have examined the
Registration Statement, the Plan, the Company's Articles of Incorporation and
Bylaws, as amended, and minutes of meetings of its Board of Directors.
Based upon the foregoing, subject to the limitation set forth in the
Company's Articles of Incorporation with respect to the maximum number of shares
of common stock that the Company is authorized to issue, 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 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 participants, once properly
and legally issued pursuant to the Plan as described in the Registration
Statement.
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
<PAGE> 2
FUTRO & TRAUERNICHT LLC
Attorneys and Counselors at Law
U.S Securities and Exchange Commission
OPINION OF COUNSEL NO. 00-074.1
March 14, 2000
Page 2
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 any 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 10.16
TSIG.COM INCENTIVE STOCK PLAN
SECTION 1. INTRODUCTION
1.1 Establishment. Effective as provided in Section 17,
TeleServices Internet Group Inc., a Florida corporation (the "Company"), hereby
establishes this plan of stock-based compensation incentives for selected
Eligible Participants of the Company and its affiliated corporations. This Plan
shall be known as the TSIG.com Incentive Stock Plan (the "Plan").
1.2 Purpose. The purpose of this 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 this
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 this Plan or, if no committee is so designated, the
Board of Directors. Any Committee member who is also an Eligible Participant may
receive an Option or Stock Award 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 common
stock.
2.5 "Company" means TeleServices Internet Group Inc., a Florida
corporation and its subsidiaries.
2.6 "Effective Date" means the effective date of this Plan, as set
forth in Section 17 hereof.
2.7 "Eligible 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 an Option or Stock
Award hereunder.
2.8 "Option" means the grant to an Eligible Participant of a right
to acquire shares of Common Stock.
2.9 "Plan" means this TSIG.com Incentive Stock Plan, dated
December 17, 1999.
2.10 "Stock Award" means the grant to an Eligible Participant of
shares of Common Stock issuable directly under this Plan rather than upon
exercise of an Option.
Wherever appropriate, words used in this Plan in the singular may mean
the plural, the plural may mean the singular, and the masculine may mean the
feminine.
TSIG.COM INCENTIVE STOCK PLAN PAGE 1 OF 6
<PAGE> 2
SECTION 3. ADOPTION AND ADMINISTRATION OF THIS PLAN
Upon adoption by the Company's Board of Directors, this Plan became
effective as of December 17, 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 this 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 this Plan: (i) the Eligible Participants; (ii) the number
of shares of Common Stock issuable directly or to be granted pursuant to an
Option; (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 pursuant to a
Stock Award; 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 OR STOCK AWARD
Subject to the terms and provisions of this Plan, the terms and
conditions under which an Option or Stock Award 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, if an
Option, a written Grant of Option in the form attached hereto as Exhibit A
(which may contain such modifications thereto and such other provisions as the
Committee, in its sole discretion, may determine).
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 as Stock Awards or underlying Options granted under this
Plan shall not be more than 50,000,000. 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 this 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 as a Stock Award or eligible to
purchase pursuant to an Option, the Committee shall give written notice thereof
to each Eligible Participant, which notice may be accompanied by the Grant of
Option, if appropriate, to be executed by such Eligible Participant.
7.2 The negotiated cost basis of stock issued directly as a Stock
Award 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
as a Stock Award or the Option exercise price per share of Common Stock, the
Committee shall take into consideration, among other factors, the restrictions
set forth in Section 11 hereof.
TSIG.COM INCENTIVE STOCK PLAN PAGE 2 OF 6
<PAGE> 3
SECTION 8. TERMS AND CONDITIONS OF OPTIONS
The Committee shall determine the terms and conditions of each Option
granted to Eligible Participants, which terms shall be set forth in writing. The
terms and conditions so set by the Committee may vary from one Eligible
Participant to another. In the event that all the Committee approves an Option
permitting deferred payments, the Eligible Participant's obligation to pay for
such Common Stock may be evidenced by a promissory note executed by such
Eligible 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 OF OPTION
The Company shall deliver to each Eligible Participant such number of
shares of Common Stock as such Eligible Participant is entitled to receive
pursuant to a Stock Award or elects to purchase 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 Eligible Participant and stamped with an appropriate legend
referring to the restrictions thereon, if any. Subject to the terms and
provisions of the Florida Business Corporation Act and the written agreement to
which he is a party, an Eligible 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 Eligible Participant defaults under a
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 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; ELIGIBLE PARTICIPANTS
10.1 Employment. Nothing contained in this Plan or in any Option or
Stock Award granted under this Plan shall confer upon any Eligible 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 Eligible Participant from the
rate in existence at the time of the grant of an Option or 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 Eligible
Participant in an Option or Stock Award shall be assignable or transferable
during the lifetime of the Eligible 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 may, 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 an Eligible Participant's
death, an Eligible Participant's rights and interest in an Option or Stock Award
shall be transferable by testamentary will or the laws of descent and
distribution, and delivery of any shares of Common Stock due under this Plan
shall be made to, and exercise of any Options may be made by, the Eligible
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
this 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.
TSIG.COM INCENTIVE STOCK PLAN PAGE 3 OF 6
<PAGE> 4
SECTION 11. GENERAL RESTRICTIONS
11.1 Investment Representations. The Company may require any person
to whom an Option or Stock Award is granted, as a condition of exercising such
Option, or receiving such 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 Option or 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 Restrictions on Transfer of Common Stock. The shares of Common
Stock issuable directly as a Stock Award or upon exercise of an Option may not
be offered for sale, sold or otherwise transferred except pursuant to an
effective registration statement or pursuant to an exemption from registration,
the availability of which is to be established to the satisfaction of the
Company, and any certificates representing shares of Common Stock will bear a
legend to that effect. However, the Company may, in the sole discretion of the
Board of Directors, register with the Securities and Exchange Commission some or
all of the shares of Common Stock reserved for issuance under this Plan. Special
resale restrictions may, however, continue to 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.
11.3 Compliance with Securities Laws. Each Option or Stock Award
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 of
Common Stock subject to such Option or Stock Award 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 Option or
Stock Award 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.
11.4 Changes in Accounting Rules. Notwithstanding any other
provision of this Plan to the contrary, if, during the term of this Plan, any
changes in the financial or tax accounting rules applicable to Options or 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 Options.
SECTION 12. COMPLIANCE WITH TAX REQUIREMENTS
Each Eligible Participant shall be liable for payment of all applicable
federal, state and local income taxes incurred as a result of the receipt of a
Stock Award or an Option, the exercise of an Option, and the sale of any shares
of Common Stock received pursuant to a Stock Award or upon exercise of an
Option. The Company may be required, pursuant to applicable tax regulations, to
withhold taxes for an Eligible Participant, in which case the Company's
obligations to deliver shares of Common Stock upon the exercise of any Option
granted under this Plan or pursuant to any Stock Award, shall be subject to the
Eligible Participant's satisfaction of all applicable federal, state and local
income and other income tax withholding requirements.
TSIG.COM INCENTIVE STOCK PLAN PAGE 4 OF 6
<PAGE> 5
SECTION 13. PLAN BINDING UPON ASSIGNS OR TRANSFEREES
In the event that, at any time or from time to time, any Option or
Stock Award is assigned or transferred to any party (other than the Company)
pursuant to the provisions of Section 10.2 hereof, such party shall take such
Option or Stock Award pursuant to all provisions and conditions of this Plan,
and, as a condition precedent to the transfer of such interest, 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 this Plan shall be borne by the Company.
SECTION 15. CHANGES IN CAPITAL STRUCTURE OF THE COMPANY
Appropriate adjustments shall be made to the number of shares of Common
Stock issuable pursuant to an incomplete or pending Stock Award that has not yet
been delivered or upon exercise of any Options and the exercise price thereof in
the event of: (i) a subdivision or combination of any of the shares of capital
stock of the Company; (ii) a dividend payable in shares of capital stock of the
Company; (iii) a reclassification of any shares of capital stock of the Company;
or (iv) any other change in the capital structure of the Company.
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 this Plan, including:
(a) Increase the total amount of Common Stock that may be
awarded under this Plan, except as provided in Section 15 of this Plan;
(b) Change the classes of persons from which Eligible
Participants may be selected or materially modify the requirements as
to eligibility for participation in this Plan;
(c) Increase the benefits accruing to Eligible
Participants; or
(d) Extend the duration of this Plan.
Any Option or other Stock Award granted to a Eligible Participant prior
to the date this Plan is amended, modified or terminated will remain in effect
according to its terms unless otherwise agreed upon by the Eligible 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 this Plan shall
not, without the consent of a Eligible Participant, affect his rights under an
Option or other Stock Award previously granted to him.
SECTION 17. EFFECTIVE DATE OF THIS PLAN
17.1 Effective Date. This Plan is effective as of December 17,
1999, the date it was adopted by the Board of Directors of the Company.
17.2 Duration of this Plan. This Plan shall terminate at midnight
on December 16, 2004, which is the day before the fifth anniversary of the
Effective Date, and may be extended thereafter or terminated prior thereto by
action of the Board of Directors; and no Option or Stock Award shall be granted
after such termination. Options and Stock Awards outstanding at the time of this
Plan termination may continue to be exercised, or become free of restrictions,
in accordance with their terms.
TSIG.COM INCENTIVE STOCK PLAN PAGE 5 OF 6
<PAGE> 6
SECTION 18. BURDEN AND BENEFIT
The terms and provisions of this Plan shall be binding upon, and shall
inure to the benefit of, each Eligible Participant, his executives or
administrators, heirs, and personal and legal representatives.
Dated as of the 17th day of December, 1999.
TELESERVICES INTERNET GROUP INC.
By: /s/ Robert P. Gordon
---------------------------------
Robert P. Gordon, Chairman
ATTEST:
/s/ Paul W. Henry
- -----------------------------
Paul W. Henry, Secretary
TSIG.COM INCENTIVE STOCK PLAN PAGE 6 OF 6
<PAGE> 7
EXHIBIT A
FORM OF
GRANT OF OPTION PURSUANT TO THE
TSIG.COM INCENTIVE STOCK PLAN
TeleServices Internet 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 TSIG.com Incentive Stock Plan (the "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 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 written 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 written
agreement, vested options must be exercised within six months after the date of
termination (other than for cause), notwithstanding the Expiration Date set
forth below.
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,
signed by Optionee; 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 Plan. Any portion of this Grant of Option that is not
exercised on or before 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 received by the Company.
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 payment is not received within
two business days after the date the notice is received, the Company may deem
the notice to be invalid.
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 the Company and Optionee shall have no liability to each
other with respect to this Grant of Option.
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
TSIG.COM INCENTIVE STOCK PLAN PAGE A-1
<PAGE> 8
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.
This Grant of Option relates to options granted on
____________________, _____.
TELESERVICES INTERNET GROUP INC.
BY THE BOARD OF DIRECTORS
OR A SPECIAL COMMITTEE THEREOF
NOT FOR EXECUTION
By:
----------------------------
OPTIONEE:
NOT FOR EXECUTION
- ----------------------------
TSIG.COM INCENTIVE STOCK PLAN PAGE A-2
<PAGE> 9
GRANT OF OPTION PURSUANT TO THE
TSIG.COM INCENTIVE STOCK PLAN.
<TABLE>
<S> <C> <C>
OPTIONEE:
------------------
OPTIONS GRANTED:
------------------
PURCHASE PRICE: $ per Share
--------
DATE OF GRANT:
------------------
EXERCISE PERIOD: to
-------- -------
VESTING SCHEDULE: OPTION ON
#SHARES DATE VESTED (ASSUMING CONTINUED EMPLOYMENT, ETC.)
-------- -----------
-------- -----------
-------- -----------
-------- -----------
-------- -----------
-------- -----------
EXERCISED TO DATE: INCLUDING THIS EXERCISE
-----------
BALANCE TO BE EXERCISED:
-----------
</TABLE>
================================================================================
NOTICE OF EXERCISE
(TO BE SIGNED ONLY UPON EXERCISE OF THE OPTION)
TO: TeleServices Internet Group Inc. ("Optionor")
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 Internet 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 TSIG.com Incentive Stock Plan, be delivered to Optionor
when and as appropriate.
OPTIONEE:
NOT FOR EXECUTION
Dated:
----------------------- ---------------------------
TSIG.COM INCENTIVE STOCK PLAN PAGE A-3
<PAGE> 1
EXHIBIT 23.25
SCHUMACHER & ASSOCIATES, INC.
Certified Public Accountants
2525 15th Street, Suite 311
Denver, Colorado 80211
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
TeleServices Internet Group Inc. on Form S-8 of our report dated March 30, 1999,
on our audits of the consolidated balance sheet of TeleServices Internet Group
Inc. (formerly TeleServices International Group Inc.) as of December 31, 1998,
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, 1998.
/s/ Schumacher & Associates, Inc.
SCHUMACHER & ASSOCIATES, INC.
Denver, Colorado
March 10, 2000
