5
a:\FormS-8.doc
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549
______________________________
Form S-8
Registration Statement
Under
The Securities Act of 1933
_______________________________
NETWORK SYSTEMS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Nevada 87-0460247
(state of incorporation) (I.R.S. employer
identification no.)
200 North Elm Street
Greensboro, North Carolina 27401
(910) 271-8400
(Address and telephone number of Registrant's principal executive
offices)
STOCK PROMOTION AGREEMENT WITH PALM STATE EQUITIES, INC.
(Full title of the plan)
_____________________
William C. Ray, Esq.
Vice President, General Counsel, and Secretary
Network Systems International, Inc.
200 North Elm Street
Greensboro, North Carolina 27401
(910) 271-8400
(Name, address, and telephone number of agent for service)
_____________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
<S> <C> <C> <C> <C>
Common Stock,
$.001 par value 45,000 $3.48 $156,600 $46.20
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to the Note to Part I of Form S-8, the information
specified in Items 1 and 2 of Form S-8 has not been filed with the
Securities and Exchange Commission as part of this Registration
Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the
Securities and Exchange Commission are incorporated by reference in
this Registration Statement:
(a) The Registrant's Annual Report on Form 10-KSB
for the fiscal year ended September 30, 1996, filed
January 28, 1997, pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the
"Exchange Act"); and
The Registrant's Annual Report on Form 10-KSB/A
for the fiscal year ended September 30, 1996, filed May
21, 1997, pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the
"Exchange Act");
(b) The Registrant's Quarterly Report on Form 10-QSB
for the quarter ended December 31, 1996, filed February
14, 1997, pursuant to Section 13(a) or 15(d) of the
Exchange Act;
The Registrant's Quarterly Report on Form 10-QSB
for the quarter ended March 31, 1997, filed May 15,
1997, pursuant to Section 13(a) or 15(d) of the
Exchange Act;
The Registrant's Quarterly Report on Form 10-QSB
for the quarter ended June 30, 1997, filed August 8,
1997, pursuant to Section 13(a) or 15(d) of the
Exchange Act;
The Registrant's Proxy Statement filed January
28, 1997;
The Registrant's Form NT-10K filed December 27,
1996;
The Registrant's Form 8A filed August 18, 1997;
The Registrant's Form 2A - filed in paper form
November 15, 1997; and
The Registrant's Form D filed in paper form
January 11, 1997.
All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act, on or after the date
of this Registration Statement and before the filing of a
post-effective amendment indicating that all securities offered hereby
have been sold or that de-registers all securities covered hereby
remaining unsold shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of
filing of those documents.
Item 4. Description of Securities.
The authorized capital stock of the Registrant consists of
100,000,000 shares of common stock, $.001 par value per share. As of
the date of this Registration Statement, the Registrant had
outstanding 5,806,176 shares common stock. Each shareholder of record
is entitled to one vote per share on all matters to be voted upon by
the shareholders. The Registrant's Articles of Incorporation do not
provide for cumulative voting. The shareholders are entitled to
receive dividends when, as, and if declared from time to time by the
Registrant's Board of Directors. The Registrant's common stock does
not have any preemptive rights.
Item 5. Interest of Named Experts and Counsel.
William C. Ray, Esq., who is rendering the opinion regarding
the validity of the shares of common stock being registered by this
Registration Statement, is the Vice President, General Counsel, and
Secretary of the Registrant. Mr. Ray also beneficially owns 342,385
shares of the Registrant's common stock.
Item 6. Indemnification of Directors and Officers.
Nevada law authorizes the Registrant to indemnify any person
who was or is a party, or threatened to be made a party, to any
proceeding (other than an action by, or in the right of, the
corporation), by reason of the fact that he is or was a director,
officer, employee, or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee, or
agent of another corporation or other entity, against liability
incurred in connection with such proceeding, including any appeal, if
he acted in good faith and in a manner he reasonably believed to be
in, or not opposed to, the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. In the case of an action by or
on behalf of a corporation, indemnification may not be made if the
person seeking indemnification is adjudged liable, unless the court in
which the action was brought determines the person is fairly and
reasonably entitled to indemnification. The indemnification
provisions under Nevada law require indemnification if a director or
officer has been successful on the merits or otherwise in defense of
any action, suit, or proceeding to which he or she was a party by
reason of the fact that he or she is or was a director or officer of
the corporation. The indemnification authorized under Nevada law is
not exclusive and is in addition to any other rights granted to
officers and directors under the Articles of Incorporation or Bylaws
of the Registrant or any agreement between officers and directors and
the corporation. A corporation may purchase and maintain insurance or
furnish similar protection on behalf of any officer or director
against any liability asserted against the officer or director and
incurred by the officer or director in such capacity, or arising out
of the status, as an officer or director, whether or not the
corporation would have the power to indemnify him or her against such
liability under Nevada law.
The Registrant's Bylaws and Articles of Incorporation provide
for the indemnification of the Registrant's directors and officers,
and persons who serve at the request of Registrant as directors or
officers of another corporation, against any liability incurred in
connection with the defense or settlement of any claim, action, suit,
or proceeding that the director or officer was a party to by reason of
the fact that he is or was a director or officer of the Registrant, or
other corporation, except that the director or officer will not be
indemnified for any liability arising from action that constitute
negligence or willful misconduct.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Number Description
4.1 Stock Promotion Agreement dated July 16, 1997, between the
Registrant and Palm State Equities, Inc.
5.1 Opinion of William C. Ray, Esq. regarding the legality of
the securities being registered.
15 Consent of Pender Newkirk & Company.
23.1 Consent of William C. Ray, Esq. (contained in Exhibit 5.1).
24 Power of Attorney (Included on signature page)
Item 9. Undertakings.
The undersigned hereby undertakes:
(1) 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 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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.
(2) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant 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 than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, such or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the registrant 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 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.
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 the requirements for filing a Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Greensboro,
State of North Carolina, on the 11th day of December, 1997.
NETWORK SYSTEMS INTERNATIONAL, INC.
By: /s/ Robbie M. Efird
Robbie M. Efird
President, Chief Executive Officer and
Acting Chief Financial Officer
POWER OF ATTORNEY
Pursuant to section 6(a) of the Securities Act of 1933, each of
the undersigned hereby appoints and constitutes Robbie M. Efird (with
full power to act alone), his attorney-in-fact, with full power of
substitution, for him and on his behalf, in any and all capacities, to
sign, execute, and file with the Securities and Exchange Commission
this Registration Statement on Form S-8 under the Securities Act of
1933, as amended, and any amendments relating thereto, granting unto
said attorney, full power and authority to do and perform each and
every act and thing requisite and necessary to be done to effectuate
the same as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said
attorney-in-fact and agents, or any of them, or their substitutes, may
lawfully do or cause to be done.
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.
Signature Title Date
/s/ Robbie M. Efird President, Chief Executive December 11, 1997
Robbie M. Efird Officer, Acting Chief
Financial Officer and Director
/s/ E.W. Miller, Jr. Executive Vice President and December 11, 1997
E. W. Miller, Jr. Director
/s/ David F. Christian Director December 11, 1997
David F. Christian
/s James W. Moseley Director December 11, 1997
James W. Moseley
/s/ David P. Reynolds Director December 11, 1997
David P. Reynolds
d:\temp\s-8plmag.doc
EXHIBIT 4.1
July 16, 1997
Mr. Rick Tuberosa
President, Palm State Equities, Inc.
721 Imar Drive
Sun City Center, Florida 33573
Re: Stock Promotion - Network Systems International, Inc.
Dear Rick:
Please allow this correspondence to serve as written
documentation of our verbal agreement with reference to the above
captioned matter. We have agreed that in exchange for Palm State
Equities' efforts in promoting the stock of Network Systems
International, Inc., Palm State will be issued company stock for
services rendered as follows:
(1) If, during the next 60 day period
from the above date, Palm State promotes the stock of
Network Systems International, Inc. to the extent that
it legitimately trades at a minimum bid price of $3.00
per share and continuously maintains such price for a
period of 30 days thereafter, upon application and
acceptance of Network Systems International, Inc. by
NASDAQ for listing on Small Cap, then, and in such
event, Palm State Equities, Inc. will be issued TWENTY-
FIVE THOUSAND (25,000) shares of common stock in
Network Systems International, Inc. for services
rendered.
(2) In addition to the above, for
each successive increase in stock price of $1.00 (above
the $3.00 level reference above) during the next SIX
(6) month period that legitimately holds such price for
a period of THIRTY (30) consecutive days after reaching
such level, Palm State Equities, Inc. will be awarded
TEN THOUSAND (10,000) shares of common stock of Network
Systems International, Inc.
I trust that the above accurately reflects our understanding
and agreement for payment of services rendered for the promotion of
our stock. Should you have any questions, please contact me
immediately.
Yours very truly,
/s/William C. Ray
William C. Ray
EXHIBIT 5.1
WILLIAM C. RAY
Attorney at Law
1212 Heathrow Drive
Greensboro, NC 27410
December 15, 1997
Network Systems International, Inc.
200 North Elm Street
Greensboro, North Carolina 27401
Re: Registration Statement on Form S-8
Gentlemen:
This refers to the Registration Statement on Form S-8 (the
"Registration Statement") filed on December 15, 1997, by Network
Systems International, Inc. (the "Company") with the Securities and
Exchange Commission. The Registration Statement was filed to register
under the Securities Act of 1933 45,000 shares of the Company's common
stock, $.001 par value (the "Shares"), issued to Palm State Equities,
Inc. ("Palm State") as compensation for stock promotion services
rendered to the Company pursuant to the Stock Promotion Agreement (the
"Stock Promotion Agreement").dated July 16, 1997, between Palm State
and the Company
In connection with the foregoing, I have acted as the Company's
counsel and examined originals, or copies certified to my
satisfaction, of all such corporate records of the Company,
certificates of public officials and officers of the Company, and
other documents that I deemed necessary to form a basis for the
opinion expressed below.
Based on the foregoing and having regard for legal
considerations that I deem relevant, I am of the opinion that the
Shares, when issued for the consideration specified in the Stock
Promotion Agreement, will be legally issued, fully paid, and
nonassessable.
I consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ William C. Ray
William C. Ray
S-8Exh15.doc
Exhibit 15
To the Board of Directors
Network Systems International, Inc.
Consent of Independent Auditors
We hereby consent to the use of the Registration Statement on Form S-
8, to be filed by Network Systems International, Inc. of our Auditors'
Opinion dated November 15, 1996, accompanying the consolidated
financial statement of Network Systems International, Inc. and
subsidiaries as of September 30, 1996.
/s/ Pender Newkirk & Company
Certified Public Accountants
Tampa, Florida
December 11, 1997
