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As filed with the Securities and Exchange Commission on July 19, 2000
Registration No. ___________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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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 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)
TSIG.com 2000 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)
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CALCULATION OF REGISTRATION FEE
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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)
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Common Stock,
$.0001 Par Value(2) 9,500,000 $1.625 $15,437,500 $4,075.50
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TOTALS 9,500,000 $15,437,500 $4,075.50
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(1) Because the offering price of shares of Common Stock being registered under
the TSIG.com 2000 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 2000 Stock Plan.
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PART I
INFORMATION REQUIRED IN THE PROSPECTUS
The document(s) containing the information concerning the TSIG.com 2000
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.
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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,
1999; Quarterly Report on Form 10-QSB for the period ended March 31, 2000; and
Current Reports on Form 8-K filed March 16, 2000, June 15, 2000 and July 5,
2000. 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, Attorneys and Counselors at Law (the "Firm"), has
acted as our counsel and has given its opinion as to the validity of the
original issuance of the securities registered in the Registration Statement on
Form S-8 filed with the Securities and Exchange Commission on March 15, 2000.
Our Board has granted options to a member of the Firm, who currently holds the
following options: 1) 180,000 options exercisable at $.70 per share; and 2)
1,000,000 options exercisable at $1.00 per share.
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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
4.10 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 Company's Registration Statement on Form SB-2
(file no. 333-78077) filed on May 7, 1999.)
4.11 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 3.9 of the Company's Report on Form 8-K
dated June 14, 2000 and filed June 15, 2000.)
5.13 Opinion of Counsel, Futro & Trauernicht LLC. (Filed
herewith.)
10.21 TSIG.com 2000 Stock Plan dated July 14, 2000. (Filed
herewith.)
23.29 Consent of Schumacher & Associates, Inc., Certified
Public Accountants. (Filed herewith.)
23.30 Consent of Counsel, Futro & Trauernicht LLC. (Included
in Exhibit 5.13.)
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;
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(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.
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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 18th
day of July, 2000.
TELESERVICES INTERNET GROUP INC.
By: /s/ Robert P. Gordon
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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
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Robert P. Gordon, Chairman,
Interim Chief Financial Officer,
Interim Principal Accounting Officer,
Director
Dated: July 18, 2000
By: /s/ Paul W. Henry
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Paul W. Henry, Secretary, Treasurer, Director
Dated: July 18, 2000
By: /s/ Frank Ragano
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Frank Ragano, Director
Dated: July 18, 2000
By: /s/ J.R. LeShufy
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J.R. LeShufy, Director
Dated: July 18, 2000
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EXHIBIT INDEX
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EXHIBIT NUMBER DESCRIPTION
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4.10 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 Company's Registration Statement on Form SB-2
(file no. 333-78077) filed on May 7, 1999.)
4.11 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 3.9 of the Company's Report on Form 8-K
dated June 14, 2000 and filed June 15, 2000.)
5.13 Opinion of Counsel, Futro & Trauernicht LLC. (Filed
herewith.)
10.21 TSIG.com 2000 Stock Plan dated July 14, 2000. (Filed
herewith.)
23.29 Consent of Schumacher & Associates, Inc., Certified
Public Accountants. (Filed herewith.)
23.30 Consent of Counsel, Futro & Trauernicht LLC. (Included
in Exhibit 5.13.)
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