As filed with the Securities and Exchange Commission on January 16, 1997
Registration Statement No. 333-11169
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WORKFORCE SYSTEMS CORP.
(Name of Small Business Issuer in its Charter)
Florida 6719 65-0353816
(State or other juris- (Primary Standard (I.R.S. Employer
diction of incorporation Industrial Classifi- Identification No.
or organization) cation) Code Number)
269 Cusick Road, Suite C-2
Alcoa, Tennessee 37701
(423) 681-6034
(Address and telephone
number of principal
executive offices)
Ella Chesnutt
Workforce Systems Corp.
269 Cusick Road, Suite C-2
Alcoa, Tennessee 37701
(423) 681-6034
(Name, address and telephone number of agent for service)
With copies to:
Joel D. Mayersohn, Esq.
Atlas, Pearlman, Trop & Borkson, P.A.
New River Center
200 East Las Olas Boulevard
Suite 1900
Fort Lauderdale, Florida 33331
(305) 763-1200
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box: [X]
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
WORKFORCE SYSTEMS CORP.
Cross Reference Sheet for Prospectus Under Form SB-2
Form SB-2 Item No. and Caption Caption or Location in Prospectus
------------------------------ ---------------------------------
1. Forepart of Registration Cover Page; Cross Reference
Statement and Outside Sheet; Outside Front Cover
Front Cover of Prospectus Page of Prospectus
2. Inside Front and Outside Back Inside Front and Outside Back
Cover Pages of Prospectus Cover Pages of Prospectus
3. Summary Information and Prospectus Summary; High Risk
Risk Factors Factors
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Cover Page; High Risk Factors
Price
6. Dilution Not Applicable
7. Selling Security Holders Selling Security Holders
8. Plan of Distribution Outside Front Cover Page of
Prospectus; Selling Security
Holders
9. Legal Proceedings Business
10. Directors, Executive Offi-
cers, Promoters and Control
Persons Management
11. Security Ownership of Cer-
tain Beneficial Owners and
Management Principal Stockholders
12. Description of Securities Description of Securities
13. Interest of Named Experts
and Counsel Legal Matters
14. Disclosure of Commission
Position on Indemnifica-
tion for Securities Act
Liabilities Undertakings
15. Organization within Last
Five Years Not Applicable
ii
<PAGE>
Form SB-2 Item No. and Caption Caption or Location in Prospectus
------------------------------ ---------------------------------
16. Description of Business Business
17. Management's Discussion Management's Discussion and
and Analysis and Plan of Analysis of Financial Condition
Operation and Results of Operations
18. Description of Property Business - Properties
19. Certain Relationships and Management-Certain Relationships
Related Transactions and Related Transactions
20. Market for Common Equity Price Range for Common Stock;
and Related Stockholder Description of Securities;
Matters Shares Eligible for Future Sale
21. Executive Compensation Management - Executive Compensation
22. Financial Statements Financial Statements
23. Changes in and Disagree-
ments with Accountants on
Accounting and Financial
Disclosure Not Applicable
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
iii
<PAGE>
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount
Shares to be to be Price Per of Offering Registration
Registered Registered Share (1) Price (1) Fee
================================================================================
Common Stock,
$.001 par value
per share 325,334 $5.12(2) $1,665,710(2) $574.38
================================================================================
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(b).
(2) The maximum price is estimated based on the closing price on August 27,
1996.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until this Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
iv
<PAGE>
TABLE OF CONTENTS
Prospectus Summary 3 325,334 Shares
Summary Financial Information 5
High Risk Factors 6
Price Range of
Common Stock 11
Dividend Policy 11 WORKFORCE SYSTEMS CORP.
Capitalization 13
Use of Proceeds 14
Selected Financial Data 14
Management's Discussion
and Analysis 15
Business
Overview 22
Divisional Overview 27 January , 1997
Properties 35
Legal Proceedings 36
Management 37
Executive Compensation 40
Indemnification 41
Certain Transactions 41
Security Ownership 43
Selling Security Holders 45
Description of Securities 46
Certain Market Information 49
Legal Matters 49
Experts 49
Additional Information 50
v
<PAGE>
PROSPECTUS SUBJECT TO COMPLETION DATED JANUARY , 1997
WORKFORCE SYSTEMS CORP.
325,334 SHARES OF COMMON STOCK
This Prospectus covers an aggregate of 325,334 shares of Common Stock, par
value $.001 per share ("Common Stock" or "Shares") of Workforce Systems Corp.
(the "Company" or "Workforce) which are being registered for possible resale by
certain shareholders of the Company (the "Selling Security Holders"). An
aggregate of 222,000 of these shares of Common Stock were acquired by the
holders in private placements during June 1996 at various prices ranging from
$4.125 to $4.80 per share. An aggregate of 33,334 shares of Common Stock were
acquired by the holders in a private placement during November 1996 at a price
of $3.00 per share. Finally, this Prospectus also covers 70,000 shares of Common
Stock issued to an individual upon conversation of 70,000 shares of the
Company's Series B $5.00 Cumulative Convertible Preferred Stock (the "Series B
Preferred"). See "Business - Acquisition of Prime Florida and OIS", "Selling
Security Holders" and "Description of Securities."
The Company's Common Stock is traded on a limited basis on the OTC
Bulletin Board under the symbol "WFSC," and on January 2, 1997, the closing bid
price for the Common Stock was $3.00. The Company has applied for inclusion of
its Common Stock on the National Association of Securities Dealers Automated
Quotation System ("NASDAQ"), but there can be no assurances that such securities
will be accepted for inclusion in the NASDAQ System. Furthermore, there can be
no assurances that a substantial trading market for its Common Stock will
develop or be sustained in the future. See "Price Range of Common Stock."
The Company has been advised by the Selling Security Holders that they may
sell all or a portion of the Shares offered hereby from time to time in the
over-the-counter market, in negotiated transactions, directly or through brokers
or otherwise, and that such shares will be sold at market prices prevailing at
the time of such sales or at negotiated prices. The Company will not receive any
of the proceeds from the sale of the Shares offered hereby. See "Use of
Proceeds." In connection with such sales, the Selling Security Holders and any
brokers participating in such sales may be deemed to be underwriters within the
meaning of the Securities Act of 1933 (the "Act"). See "Use of Proceeds" and
"Selling Security Holders."
THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. POTENTIAL PURCHASERS SHOULD NOT
INVEST IN THESE SECURITIES UNLESS THEY CAN AFFORD A LOSS OF THEIR ENTIRE
INVESTMENT HEREIN. SEE "HIGH RISK FACTORS."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is January ____, 1997
1
<PAGE>
All costs, expenses and fees in connection with the registration of the
shares of Common Stock offered hereby will be borne by the Company. Brokerage
commissions, if any, directly attributable to the sale of the Shares will be
borne by the Selling Security Holders.
The Company has informed the Selling Security Holders that the
anti-manipulative rules under the Securities Exchange Act of 1934, Rules 10b-6
and 10b-7, may apply to their sales in the market and has furnished each of the
Selling Security Holders with a copy of these rules. The Company has also
informed the Selling Security Holders of the need for delivery of copies of this
Prospectus in connection with any sale of securities registered hereunder.
No dealer, salesman or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus, and, if given or made, such information or representations must not
be relied upon as having been authorized by the Company.
This Prospectus does not constitute an Offer of any Securities other than
those to which it relates or an Offer to sell, or a solicitation of an Offer to
buy, in any jurisdiction to any person to whom it is unlawful to make such an
Offer in such jurisdiction. The delivery of this Prospectus at any time does not
imply that the information herein is correct as of any time subsequent to its
date.
The Company intends to furnish its shareholders with annual reports
containing audited financial statements and may distribute quarterly reports
containing unaudited summary financial information for each of the first three
quarters of each fiscal year.
The Company has filed with the Securities and Exchange Commission
("Commission") a Registration Statement on Form SB-2 (herein together with all
amendments and exhibits referred to as the "Registration Statement") under the
Securities Act of 1933. Reports and other information filed by the Company can
be inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the Commission's Regional Offices at 7 World Trade Center, New York, New York
10048, Room 1204, Everett McKinley Dirksen Building, 219 South Dearborn Street,
Chicago, Illinois 60604, and Suite 500 East, 5757 Wilshire Boulevard, Los
Angeles, California 90036. Copies of such material can be obtained upon written
request addressed to the Commission, Public Reference Section, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. The Company has recently
begun filing reports and information statements electronically. The Commission
maintains a Web site that contains reports, proxy and information statements and
other information regarding issuers that file electronically with the
Commission. The address of such Web site is http://www.sec.gov.
2
<PAGE>
PROSPECTUS SUMMARY
The following is intended to summarize more detailed information and
financial statements and notes thereto which are set forth more fully elsewhere
in this Prospectus or incorporated herein by reference and, accordingly, should
be read in conjunction with such information.
The Company
The Company was incorporated under the laws of the State of Florida on
August 17, 1992 under the name Wildflower Financial Corp. In July 1994,
following a change in control, the Company changed its name to Workforce Systems
Corp. The Company is a diversified holding company with subsidiaries involved in
manufacturing and industrial fabrication, employee staffing and consumer
products.
The Company's manufacturing division includes Industrial Fabrication &
Repair, Inc.("IFR"), founded in 1979 and now a subsidiary of the Company, which
provides machining, welding, speciality design and fabrications for custom
applications to clientele from various industries including paper, steel mills,
rock quarry operations, coal mining applications and bottling facilities. IFR's
newly incorporated subsidiary Maintenance Requisition Order Corp. ("MRO") is an
industrial supply house representing several major lines of power transmission
products, such as gear boxes, bearings and couplings, which are commonly used in
industrial manufacturing and operating facilities.
The Company's staffing division includes American Industrial Management,
Inc. ("AIM"), founded in 1995 and now a subsidiary of the Company, and Outside
Industrial Services, Inc. ("OIS"), founded in 1982 and now a subsidiary of the
Company, both of which provide light industrial and light manufacturing staffing
on a contract basis to businesses.
The Company's consumer products division includes NHP Manufacturing Corp.
("NHP"), a subsidiary of the Company founded in 1994, which is the exclusive
manufacturer for the ThawMaster family of thawing trays and Products That
Produce, Inc. ("PTP"), a subsidiary of the Company founded in 1995, whose
mission is to identify and market new consumer products which are both
innovative and moderately priced. The first product undertaken by PTP is Mr.
Food's AlloFresh. The product is being marketed under endorsement by Art
Ginsburg, the nationally syndicated T.V. chef known as "Mr. Food". All natural,
made from minerals, non-toxic and environmentally safe, Mr. Food's AlloFresh
works to prevent food decay and eliminate bacteria, moisture, mold, mildew and
odors in refrigerators, the kitchen and around the house.
3
<PAGE>
The Company's executive offices are located at 269 Cusick Road, Suite C-2,
Alcoa, Tennessee 37701, telephone 423-681-6034.
The Offering and Outstanding Securities
Common Stock Outstanding at
November 30, 1996 2,503,542 shares of Common Stock
Common Stock Offered by Selling
Security Holders 325,334 shares of Common Stock
Preferred Stock Outstanding 30 shares of Series A Preferred
November 30, 1996 Stock, 30,000 shares of Series C Preferred
Stock and 1,000,000 shares of Series D
Preferred Stock
Risk Factors Investment in these securities involves a
high degree of risk. See "High Risk
Factors."
OTC Bulletin Board Symbol WFSC(1)
- -----------------------
(1) The Company has applied for inclusion of its Common Stock on the NASDAQ
Small Cap stock market. There can be no assurances that the Common Stock
will qualify for inclusion at any time in the future. Inclusion on NASDAQ
on NASDAQ does not imply that an established trading market will develop
or be sustained for the Common Stock. See "Description of Securities - OTC
Market."
4
<PAGE>
SUMMARY FINANCIAL INFORMATION
Summary of Selected Financial Information
The following table sets forth selected financial information concerning
the Company and is qualified by reference to the audited consolidated financial
statements and notes thereto and unaudited quarterly financial statements
prepared by the Registrant incorporated herein by reference in this Prospectus.
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENT OF OPERATIONS DATA:
For the Three Months For the Year Ended
Ended September 30, June 30,
1996 1995 1996 1995
---- ---- ---- ----
(unaudited)
<S> <C> <C> <C> <C>
Revenues ................... $1,157,371 $1,104,439 $3,820,680 $2,825,030
Net Income ................. 173,605 164,343 729,767 438,073
Earnings per common
share outstanding ......... .07 .10 .40 .33
Weighted average
shares outstanding ....... 2,410,836 1,503,724 1,686,131 1,144,106
CONSOLIDATED BALANCE SHEET DATA:
At June 30, At September 30,
1996 1995 1996 1995
---- ---- ---- ----
(unaudited)
<S> <C> <C> <C> <C>
Working capital ............ $ 2,473,219 $869,572 $2,061,440 $1,151,622
Total Assets................ 11,932,940 7,366,173 11,880,316 7,650,014
Long Term debt, less
current portion........... 539,207 720,457 491,668 701,228
Stockholders' equity ....... 9,580,061 4,409,398 9,753,666 4,544,424
</TABLE>
5
<PAGE>
HIGH RISK FACTORS
The shares of Common Stock offered hereby involve a high degree of risk
and is highly speculative in nature. Prospective investors should carefully
consider the following risks and speculative factors, among other, inherent in
and affecting both the business of the Company and the value of the Common
Stock, including, among other matters, the following risk factors. In addition,
the discussion in this Prospectus regarding the Company and its business and
operations contains "forward-looking statements" within the meaning of Private
Securities Litigation Reform Act 1995. Such statements consist of any statement
other than a recitation of historical fact and can be identified by the use of
forward-looking terminology such as "may," "expect," "anticipate," "estimate" or
"continue" or the negative thereof or other variations thereon or comparable
terminology. The reader is cautioned that all forward-looking statements are
necessarily speculative and there are certain risks and uncertainties that could
cause actual events or results to differ materially from those referred to in
such forward looking statements. The discussion below highlights some of the
more important risks regarding the Company. The risks highlighted below should
not be assumed to be the only things that could affect future performance. The
Company does not have a policy of updating or revising forward-looking
statements and thus it should not be assumed that silence by management of the
Company over time means that actual events are bearing out as estimated in such
forward looking statements.
ADDITIONAL FINANCING REQUIRED AND POSSIBLE LACK OF AVAILABILITY OF FUNDS
The Company has experienced significant growth since June 1994. The
Company will require substantial capital in the future in order to continue this
growth pattern. While the Company's working capital at September 30, 1996 was
$2,473,219, and the Company raised approximately $1,000,000 through a private
placement of its securities in June 1996, the Company's abilities to sustain its
internal growth are limited by continued availability of additional working
capital. It is presently anticipated by management of the Company that the
Company will seek to raise additional capital through a public offering of its
securities during Fiscal 1997. In addition, the Company's inventory, accounts
receivables and a substantial portion of its property, plant and equipment are
unencumbered and, accordingly, would provide additional sources of internal
working capital should the Company elect to enter into asset based lending
arrangements. There are no assurances that such fundings will be available upon
terms acceptable or feasible to the Company or its stockholders. In such event,
the continued growth of the Company would be restrained. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
6
<PAGE>
LIMITED OPERATING HISTORY OF PTP AND MRO
Although formed as expansions of existing historically profitable
operations of the Company, two of the Company's subsidiaries, PTP and MRO, have
only recently commenced business and have a limited history of operations. PTP,
a consumer products company, has just begun the introduction of its first
product, Mr. Food's AlloFresh. To assist PTP in developing brand awareness for
its product, PTP has entered into a licensing agreement with Ginsburg
Enterprises Incorporated ("Ginsburg") covering certain marks related to the
television personality known as "Mr. Food." MRO, which is a subsidiary of IFR,
is an industrial supply house which only recently begun operations. IFR has
hired additional experienced salesmen (from a competitor of MRO) to assist in
the rapid development of MRO's business. An investor should be aware of the
potential problems, delays and difficulties often experienced by any relatively
new business enterprise. Problems may arise which may be beyond the control of
the management. These may include, but not be limited to, unanticipated problems
relating to supplies, marketing and promotional expenses, enforcing negative
publicity, competition, lack of operating experience and need for additional
financing. There can be no assurance that the Company's products or services can
continually to be successfully marketed. See "Business."
UNPROVEN MARKET ACCEPTANCE OF MR. FOOD'S ALLOFRESH
The Company has devoted substantial resources and capital to the
development and introduction of PTP's first product, Mr. Food's AlloFresh. While
preliminary indications are that the product will receive wide market acceptance
with retailers and the buying public, which should translate into substantial
revenues and earnings for the Company, there are no assurances whatsoever that
the Company is correct. See "Business."
COMPETITION
Competition in all three divisions of the Company's business is intense.
Competitors include international and national companies, many of which have
longer operating histories, and greater financial, marketing, manufacturing and
other resources than the Company. The Company expects it will be subject to
competition from numerous other entities if its operations continue to grow and
the products in which it markets and developments continue to expand. There are
no assurances whatsoever that any of the Company's divisions will ever obtain,
or if obtained, sustain a competitive advantage. See "Business."
7
<PAGE>
RISK OF DEPENDENCE ON KEY PERSONNEL
The Company's day-to-day operations are managed by Lester Gann, as to the
Manufacturing Division, Robert Lovelace, as to the Staffing Division, and J.
Edward Moss, as to the Consumer Products Division. The Company has entered into
three year employment agreements with Messrs. Gann and Lovelace and is currently
negotiating a one-year agreement with Mr. Moss. The loss of any of the services
of any of these individuals would adversely affect the conduct of the Company's
business. The Company's future success will depend in significant part on its
ability to attract and retain additional skilled personnel in various phases of
its operations. See "Management."
NO DIVIDENDS ANTICIPATED TO BE PAID
The Company has not paid any cash dividends on its Common Stock since its
inception and does not anticipate paying cash dividends on its Common Stock in
the foreseeable future. The future payment of dividends is directly dependent
upon future earnings of the Company, the capital requirements of the Company,
its financial requirements and other factors to be determined by the Company's
Board of Directors. For the foreseeable future, it is anticipated that earnings,
if any, which may be generated from the Company's operations will be used to
finance the growth of the Company, and that cash dividends will not be paid to
common stockholders. See "Dividend Policy."
POSSIBLE RESALES OF SECURITIES BY CURRENT STOCKHOLDERS AND DEPRESSIVE EFFECT ON
MARKET
As of November 30, 1996, there were 1,491,964 shares of the Company's
Common Stock outstanding which were "restricted securities" as that term is
defined by Rule 144 under the Securities Act of 1933 as amended, (the
"Securities Act"), inclusive of 325,334 shares being registered pursuant to this
Registration Statement of which this Prospectus is a part. Such shares will be
eligible for public sale only if registered under the Securities Act or if sold
in accordance with Rule 144. Under Rule 144, a person who has held restricted
securities for a period of two years may sell a limited number of shares to the
public in ordinary brokerage transactions. Sales under Rule 144 may have a
depressive effect on the market price of the Company's Common Stock due to the
potential increased number of publicly held securities. The timing and amount of
sales of Common Stock covered by the Registration Statement of which this
Prospectus is a part, as well as such subsequently filed registration statement,
could also have a depressive effect on the market price of the Company's Common
Stock. In addition, management of the Company currently anticipates the Company
will seek to raise additional capital through a public or private offering of
its securities during Fiscal 1997. In such event, the number of shares of Common
8
<PAGE>
Stock issued and outstanding would increase. Any subsequent sales of those
shares in the public market could have a depressive effect on the market price
of the Company's Common Stock. See "Shares Eligible for Future Sales."
USE OF PREFERRED STOCK TO RESIST TAKEOVERS; POTENTIAL ADDITIONAL DILUTION
The Company's Articles of Incorporation authorizes 2,000,000 shares of
Preferred Stock, of which 30 shares of Series A Preferred Stock, 30,000 Series C
Preferred Stock and 1,000,000 shares of Series D are presently issued and
outstanding. As provided in the Company's Articles of Incorporation, Preferred
Stock may be issued by resolutions of the Company's Board of Directors from time
to time without any action of the stockholders. Such resolutions may authorize
issuance of the Preferred Stock in one or more series and may fix and determine
dividend and liquidation preferences, voting rights, conversion privileges,
redemption terms and other privileges and rights of the shares of each
authorized series. While the Company includes such Preferred Stock in its
capitalization in order to enhance its financial flexibility, or as with the
Series D Preferred such Preferred Stock could possibly be used by the Company as
a means to preserve control by present management in the event of a potential
hostile takeover of the Company. In addition, the issuance of large blocks of
Preferred Stock could possibly have a dilutive effect with respect to existing
holders of Common Stock of the Company. See "Description of Securities."
LIMITED MARKET FOR THE COMPANY'S COMMON STOCK; POSSIBLE VOLATILITY OF SECURITIES
PRICES
There is currently only a limited trading market for the Common Stock of
the Company. The Common Stock of the Company trades on the OTC Bulletin Board
under the symbol "WFSC," which is a limited market and subject to substantial
restrictions and limitations in comparison to the NASDAQ System. There can be no
assurance that a substantial trading market will develop (or be sustained, if
developed) for the Common Stock or that purchasers will be able to resell their
securities or otherwise liquidate their investment without considerable delay,
if at all. Recent history relating to the market prices of newly public or
recently listed companies indicates that, from time to time, there may be
significant volatility in the market price of the Company's securities because
of factors unrelated, as well as related, to the Company's operating
performance. There can be no assurances that the Company's Common Stock will
ever qualify for inclusion within the NASDAQ System or that more than a limited
market will ever develop for its Common Stock. See "Price Range of Common
Stock."
9
<PAGE>
BROKER-DEALER SALES OF COMMON STOCK AND LIMITATION ON MARKETABILITY
While the Company has applied for the inclusion of its Common Stock on the
NASDAQ System, there can be no assurances that the Company will ultimately
qualify for inclusion within that system. In order for an issuer to be included
in the NASDAQ System, it is required to have total assets of at least
$4,000,000, capital and surplus of at least $2,000,000, a minimum price per
share of not less than $3.00, have publicly held shares with a market value of
at least $1,000,000 as well as certain other criteria. While the Company
believes it currently meets these criteria there can be no assurance that the
Common Stock of the Company will otherwise qualify for inclusion on the NASDAQ
System. Until the Company's shares qualify for inclusion in the NASDAQ system,
the Company's Common Stock will be traded in the over-the-counter markets on the
OTC Bulletin Board. As a result, the Company's Common Stock is covered by a
Securities and Exchange Commission rule that imposes additional sales practice
requirements on broker-dealers who sell such securities to persons other than
established customers and accredited investors (generally institutions with
assets in excess of $5,000,000 or individuals with net worth in excess of
$1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their
spouse). For transactions covered by the rule, the broker-dealer must make a
special suitability determination for the purchaser and receive the purchaser's
written agreement to the transaction prior to the sale. Consequently, the rule
may affect the ability of broker-dealers to sell the Company's securities and
may also affect the ability of stockholders to sell their shares in the
secondary market. See "Description of Securities."
10
<PAGE>
PRICE RANGE OF COMMON STOCK
On August 26, 1994 the Company's Common Stock began trading on the OTC
Bulletin Board under the symbol WFSC. Prior to such date, there had been no
market for the Company's Common Stock; thereafter, there has been limited
trading. The following table sets forth the high and low bid prices of the
Company's Common Stock for each quarter since the stock began trading on August
26, 1994, and for the interim period from June 30, 1996 (the end of the last
quarter) through November 30, 1996. The following quotations are over-the-market
quotations and, accordingly, reflect inter-dealer prices, without retail
mark-up, mark-down or commission and may not represent actual transactions.
Bid Price
-----------------------
High Low
---- ---
August 26, 1994 through September 30, 1994 $ 3.00 $ 2.75
October 1, 1994 through December 31, 1994 $ 4.63 $ 3.00
January 1, 1995 through March 31, 1995 $ 5.67 $ 5.50
April 1, 1995 through June 30, 1995 $ 8.47 $ 8.03
July 1, 1995 through September 30, 1995 $ 8.49 $ 8.14
October 1, 1995 through December 31, 1995 $ 7.61 $ 6.04
January 1, 1996 through March 31, 1996 $ 5.89 $ 5.64
April 1, 1996 through June 30, 1996 $ 6.62 $ 6.37
July 1, 1996 through September 30, 1996 $ 5.49 $ 5.23
October 1, 1996 through November 30, 1996 $ 4.40 $ 4.09
On January 2, 1997, the closing bid price for the Common Stock was $3.00.
As of November 30, 1996, the approximate number of record holders of the
Company's Common Stock was 74. Management of the Company, however, believes
there to be in excess of 500 beneficial holders of the Company's Common Stock.
DIVIDEND POLICY
The Company has not paid any cash dividends on its Common Stock since its
inception. The Company presently intends to retain future earnings, if any, to
finance the expansion of its business and does not anticipate that any cash
dividends will be paid in the foreseeable future. Future dividend policy will
depend on the Company's earnings, capital requirements, expansion plans,
financial condition and other relevant factors.
The Company presently has issued and outstanding 30 shares of Series A
Preferred and 1,000,000 shares of Series D Preferred Stock issued and
outstanding. Such classes of securities do not pay any dividends. On May 30,
11
<PAGE>
1996 the holder of 70,000 shares of the Company's Series B Preferred Stock
converted such shares into 70,000 shares of the Company's Common Stock pursuant
to the designations, rights and preferences of such series of preferred stock.
See "Selling Security Holders." Prior to such conversion, such 70,000 shares of
Series B Preferred Stock paid annual cumulative dividends of $.43 per share. Any
right to receive dividends was terminated effective with the conversion of such
Series B Preferred. The Company presently has issued and outstanding 30,000
shares of Series C Preferred Stock which pays annual dividends as set by the
Company's Board of Directors. For the calendar year ended December 31, 1995 the
Company paid annual dividends of $36,000 on the Series C Preferred Stock. For
the calendar year ending December 31, 1996, the amount of dividend, if any, on
the Series C Preferred Stock shall only be paid at the discretion of the
Company's Board of Directors. No dividends have been declared or paid on the
Series C Preferred Stock during the calendar year ending December 31, 1996.
12
<PAGE>
CAPITALIZATION
The following table sets forth the actual capitalization of the Company at
September 30, 1996.
September 30, 1996
(unaudited)
Actual
------
Short-term debt $ 275,000
Long-term debt, less current portion(1)...... 491,668
-------
Total debt................................... $ 766,668
Stockholders' equity:
Preferred Stock, $.001 par value,.........
2,000,000 shares authorized; 30 shares
of Series A issued and outstanding; 30,000
shares of Series C issued and outstanding;
1,000,000 shares of Series D
issued and outstanding.................... 1,100
Common Stock, $.001 par value per share;
10,000,000 shares authorized;
2,026,248 shares issued and outstanding 2,421
Additional paid-in capital................... 8,568,941
Retained earnings............................ 1,181,204
---------
Total stockholders' equity................ 9,753,666
---------
Total capitalization...................... $ 11,880,316
============
(1) See Notes to Consolidated Financial Statements included elsewhere herein
for a description of terms of the Company's notes and long-term
obligations.
13
<PAGE>
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of Common Stock
for the accounts of the Selling Security Holders.
SELECTED FINANCIAL DATA
The financial data included in the following table has been selected by
the Company and has been derived from the financial statements for the periods
indicated. The following financial data should be read in conjunction with the
Company's Consolidated Financial Statements and related Notes and Management's
Discussion and Analysis of Financial Condition and Results of Operations
included elsewhere herein.
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENT OF OPERATIONS DATA:
For the Three Months For the Year Ended
Ended September 30, June 30,
1996 1995 1996 1995
---- ---- ---- ----
(unaudited)
<S> <C> <C> <C> <C>
Revenues ................... $1,157,371 $1,104,439 $3,820,680 $2,825,030
Net Income ................. 173,605 164,343 729,767 438,073
Earnings per common
share outstanding ......... .07 .10 .40 .33
Weighted average
shares outstanding ....... 2,410,836 1,503,724 1,686,131 1,144,106
CONSOLIDATED BALANCE SHEET DATA:
At June 30, At September 30,
1996 1995 1996 1995
---- ---- ---- ----
(unaudited)
<S> <C> <C> <C> <C>
Working capital ............ $ 2,473,219 $869,572 $2,061,440 $1,151,622
Total Assets................ 11,932,940 7,366,173 11,880,316 7,650,014
Long Term debt, less
current portion........... 539,207 720,457 491,668 701,228
Stockholders' equity ....... 9,580,061 4,409,398 9,753,666 4,544,424
</TABLE>
14
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion regarding the Company and its business and
operations contains "forward-looking statements" within the meaning of Private
Securities Litigation Reform Act 1995. Such statements consist of any statement
other than a recitation of historical fact and can be identified by the use of
forward-looking terminology such as "may," "expect," "anticipate," "estimate" or
"continue" or the negative thereof or other variations thereon or comparable
terminology. The reader is cautioned that all forward-looking statements are
necessarily speculative and there are certain risks and uncertainties that could
cause actual events or results to differ materially from those referred to in
such forward looking statements. The Company does not have a policy of updating
or revising forward-looking statements and thus it should not be assumed that
silence by management of the Company over time means that actual events are
bearing out as estimated in such forward looking statements.
FISCAL YEAR ENDED
Results of Operations
- ---------------------
The Company is a diversified holding company with three operating
divisions. Results for the year ended June 30, 1996 ("Fiscal 1996") reflect a
changes in the dominate revenue base within the Company's consolidated
operations from the year ended June 30, 1995 ("Fiscal 1995"). This shift is the
result of the combination of several factors which effect each of the Company's
divisions and attendant results of operations therefrom. Included in such
factors during Fiscal 1996 are, among others, (i) revenues from the
Manufacturing Division for an entire 12 month period versus two months in Fiscal
1995 (as a result of the acquisition of IFR in May 1995), (ii) the start-up of
PTP in October 1995 and (iii) the acquisition of AIM in February 1996.
Consolidated revenues for Fiscal 1996 increased approximately 35% from
Fiscal 1995. Gross profit in Fiscal 1996 increased approximately 12% from Fiscal
1995 as a result of internalization of certain manufacturing related to the
Naturale Agreement following the acquisition of IFR. Selling, general and
administrative expenses ("SG&A") increased approximately 162% during Fiscal 1996
from Fiscal 1995 as a result of a full year of operations by IFR and five months
of operations of AIM following the acquisitions of these companies in May 1995
and February 1996, respectively. Income from operations increased 57% in Fiscal
1996 from Fiscal 1995. Following you will find a separate discussion regarding
the results of operations for each of the Manufacturing Division, Staffing
Division and Consumer Products Division. For a discussion of the operations of
each of the division, please see "Business - Divisional Overview."
15
<PAGE>
Manufacturing Division
For Fiscal 1996 the Manufacturing Division represented approximately 66%
of the revenues of the Company on a consolidated basis versus approximately 13%
for Fiscal 1995. The increase in the percentage of revenues contributed by the
Manufacturing Division reflects both revenue from this division for the entire
fiscal year versus two months in Fiscal 1995 (as a result of the May 1995
acquisition of IFR) and an increase in the division's scope of core business.
The Manufacturing Division reported gross profit as a percentage of
revenues of approximately 48% for Fiscal 1996 versus approximately 40% for
Fiscal 1995. Management of the Company attributes the higher margins to
diversification of IFR's core business following the acquisition by the Company
in May 1995 to provide more revenue base in higher margin, custom fabrication
and CNC projects. Income from operations as a percentage of revenues from the
Manufacturing Division represented an increase of approximately 27% in Fiscal
1996 from Fiscal 1995 as a result of both higher margins and the recognition of
revenues for an entire 12 month period versus two months in Fiscal 1995.
Management of the Company anticipates the Manufacturing Division will be able to
maintain is current margins as the business increases. The Manufacturing
Division is not subject either to customer or product reliance or life cycles
thereof.
Staffing Division
For Fiscal 1996 the Staffing Division represented approximately 16% of the
revenues of the Company on a consolidated basis versus approximately 45% for
Fiscal 1995. The decrease in the percentage attributable to total revenues for
the Company on a consolidated basis reflects both revenues from the
Manufacturing Division for twelve months during Fiscal 1996 versus two months
during Fiscal 1995 as a result of the acquisition of IFR in May 1995 as well as
a decrease in revenues within that division. On a stand alone basis, revenues
for the Staffing Division decreased approximately 55 % in Fiscal 1996 from
Fiscal 1995.
In February 1996 the Company acquired AIM (see "Business - Overview
Acquisition of American Industrial Management, Inc."), a small start-up staffing
company specializing in staffing for light industrial and light manufacturing.
Prior to such acquisition, the Staffing Division was comprised solely of OIS. As
previously disclosed, since January 1995 OIS had been experiencing a decline in
revenues under a contract OIS' had held with A.E. Staley & Co. since 1982 as a
result of restructuring at such client. During Fiscal 1996 the Staley contract
was OIS' sole source or revenues. In Fiscal 1996 OIS experienced a decline of
approximately 66% in the revenues it received from such client from revenues
reported in Fiscal 1995. Such decline adversely effected the results of
16
<PAGE>
operations of the Staffing Division during Fiscal 1996. The acquisition of AIM,
whose operating officers management believed possessed a strong sales
background, was consummated in part to reduce the Staffing Division's dependence
upon a sole client. As of the date hereof, the revenues from AIM have replaced
the revenues lost by OIS' and, accordingly, currently the Staffing Division's
revenues approximate the revenues reported by OIS in Fiscal 1995. OIS is now
operated as a division of AIM. As of the date hereof, AIM has three clients
which account for approximately 70% of its revenues on a consolidated basis.
While management of the Staffing Division is actively seeking to broaden the
revenue source for the division, the loss of one or more of these clients on
whom the Staffing Division currently has reliance could have an adverse impact
on the results of operations for the Staffing Division until the ongoing
diversification of revenue base is completed. Management of the Staffing
Division currently anticipates such diversification will be complete during
Fiscal 1998.
The Staffing Division reported gross profit as a percentage of revenues of
34% for Fiscal 1996 versus 24% for Fiscal 1995. While the gross profit is higher
in Fiscal 1996, management of the Staffing Division does not believe this
increase in percentage gross profit is indicative of any specific trend other
than a general focus on securing higher margin accounts. Selling, general &
administrative expenses ("SG&A") increased approximately 91% in Fiscal 1996 from
Fiscal 1995 as a result of the acquisition of AIM. Such costs are stabilized
during Fiscal 1997. Income from operations as a percentage of revenues from the
Staffing Division represented an decrease of approximately 8% in Fiscal 1996
from Fiscal 1995. Such decrease is attributable to higher SG&A.
Consumer Products Division
The Consumer Products Division represented approximately 18% of the
revenues on a consolidated basis in Fiscal 1996 versus approximately 42% in
Fiscal 1995. The decrease in the percentage attributable to total revenues for
the Company on a consolidated basis reflects revenues from the Manufacturing
Division for twelve months during Fiscal 1996 versus two months during Fiscal
1995 as a result of the acquisition of IFR in May 1995 as well as the maturity
of the ThawMaster family of products in the consumer marketplace. On a stand
alone basis, revenues from the Consumer Products Division were approximately 33%
less in Fiscal 1996 than Fiscal 1995. While there are no assurances that sales
of the ThawMaster family of products will return to previous levels, management
of Naturale, the marketing company, recently has expanded the distribution of
the ThawMaster family of products into new market areas and offered more
aggressive pricing structure to retailers in an effort to expand sales. The
changes in retail pricing structure have no impact on the Company's margins
under the Naturale Agreement. Further, management of the Company believes that
17
<PAGE>
through the formation of PTP and the introduction of Mr. Food's AlloFresh (see
below), that revenues of this division will return to historic levels prior to
the end of Fiscal 1997.
As described under "Business - Overview - Expansion Into Contract
Manufacturing," the Company through a wholly-owned subsidiary, NHP, is the
exclusive manufacturer of the ThawMaster family of products for Naturale, the
marketer of the products. Pursuant to the terms of the Naturale Agreement, the
Company initially owned a 15% interest in Naturale. At the time of the
transaction the Company recorded no value on its balance sheet as to this 15%
interest due to the minority position it represented within Naturale and the
immaterial value to the Company. On May 30, 1996 the Company divested itself of
such 15% interest in Naturale, a marketing company, but retained the exclusive
manufacturing rights under the Naturale Agreement. The Company determined such
15% interest was immaterial to the Company's financial statements and operations
and further conflicted with the establishment of PTP to market the Company's
products. At the time of the transaction the Company recorded no value on its
balance sheet as to this 15% interest due to the minority position it
represented within Naturale and the immaterial value to the Company. As set
forth in Note on page F- sales to Naturale by NHP represented approximately 42%
of the Company's revenues on a consolidated basis for Fiscal 1995. Related
parties accounts receivable (designated as same solely on the basis of the then
minority interest) at June 30, 1995 represent amounts due from Naturale. Such
amounts were paid in full in cash during Fiscal 1996 pursuant to the terms of
the receivable.
During late June 1996, following the formation of PTP, the Company
introduced its newest consumer product, Mr. Food's AlloFresh. See Item 1.
Description of Business - Divisional Overview - Consumer Products Division.
During the first quarter of Fiscal 1997 the Company undertook a five week direct
response campaign over nationwide cable to introduce Mr. Food's AlloFresh. The
introduction of Mr. Food's AlloFresh into the retail market place through sales
to mass merchandisers, grocery and drug store chains commenced in August 1996.
Based upon the initial sales to date of this product, management of the Company
believes, although there can be no assurances, that a significant market demand
exists for Mr. Food's AlloFresh. Based upon information from Information
Resources Inc. of Chicago, Illinois, Arm & Hammer baking soda generates
approximately $60 million in revenues last year. Such revenues do not include
sales of other private label baking soda lines or the home and pet deodorizing
lines of baking soda based products. As Mr. Food's AlloFresh not only removes
moisture and odor the same as baking soda, because Mr. Food's AlloFresh also
extends the life of foods by absorbing the gases naturally emitted by foods as
they decay, management of the Company believes, although there can be no
18
<PAGE>
assurances, that Mr. Food's AlloFresh can penetrate the market because of its
value-added properties. Although there can be no assurances, management of the
Consumer Products Division believes that Mr. Food's AlloFresh has a first year
sales potential of at least $10 million.
The gross profit as a percentage of revenues in the Consumer Products
Division decreased approximately 2 % versus the comparable period in Fiscal
1995. SG&A increased approximately 115% in Fiscal 1996 versus Fiscal 1995 as a
result of one full year of operation following the execution of the Naturale
Agreement in November 1995 and the attendant ramp up of operations as well as
planned expansion in this division through the formation of PTP. Income from
operations as a percentage of revenues decreased approximately 4% points as a
result of increased SG&A.
Liquidity and Capital Resources
The Company's liquidity has continued to improve since June 30, 1995. At
June 30, 1996 the Company had working capital of approximately $2,473,218 an
increase of approximately 284% from June 30, 1995. Such increase was
attributable in part to a private placement of the Company's Common Stock in
April 1996 to two institutional investors and two accredited investors resulting
in proceeds to the Company of approximately $1 million. While the Company does
not presently anticipate any significant capital expenditures, in order to
pursue the Company's plan of operations for Fiscal 1997 it will be necessary for
the Company to raise additional working capital. It is presently anticipated
that management will seek to raise additional capital through a public or
private offering of its securities during Fiscal 1997. There are no assurances,
however, that management will definitively determine to proceed with such
offering or that the Company will be successful in concluding such an offering.
In such event, the continued growth of the Company would be limited to the
internal availability of working capital. The Company's inventory, accounts
receivable and a substantial portion of its property, plant and equipment are
unencumbered and, accordingly, would provide additional sources of internal
working capital should the Company elect to enter into an asset based lending
arrangement.
THREE MONTHS ENDED SEPTEMBER 30
Results of Operations
- ---------------------
Consolidated revenues for three months ended September 30, 1996 ("First
Quarter Fiscal 1997") increased approximately 5% from the three months ended
September 30, 1995 ("First Quarter Fiscal 1996"). Gross profit in First Quarter
Fiscal 1997 decreased approximately 2% from First Quarter Fiscal 1996.
19
<PAGE>
Management does not believe such decline is indicative of any particular trend.
SG&A as a percentage of revenues decreased approximately 3% during First Quarter
Fiscal 1997 from First Quarter Fiscal 1996. Income from operations increased
approximately 3% in First Quarter Fiscal 1997 from the comparable period in
Fiscal 1996. Following you will find a separate discussion regarding the results
of operations for each of the Manufacturing Division, Staffing Division and
Consumer Products Division. For a discussion of the operations of each of the
division, please see "Business - Divisional Overview."
Manufacturing Division
Revenues from the Manufacturing Division represented 68% of the Company's
revenues on a consolidated basis for First Quarter Fiscal 1997 versus 56% for
First Quarter Fiscal 1996. On a stand alone basis, revenues from the
Manufacturing Division increased approximately 27% in First Quarter Fiscal 1997
versus First Quarter of Fiscal 1996. Income from operations as a percentage of
revenue increased approximately 7% in First Quarter Fiscal 1997 from First
Quarter Fiscal 1996.
The foregoing results are consistent with those disclosed in prior periods
and reflect an increase in revenues at the Manufacturing Division as a result of
the expansion of that division through additional product lines and the opening
of the new Dalton, Georgia location of MRO. See "Business - Divisional Overview
Manufacturing Division." For the balance of Fiscal 1997, based upon information
available to date, management of the Company believes the Manufacturing Division
will continue to increase revenues based upon its current plans of operations.
Staffing Division
Revenues from the Staffing Division represented 19% of the Company's
revenues on a consolidated basis for First Quarter Fiscal 1997 versus 17% for
First Quarter Fiscal 1996. On a stand alone basis, revenues from the Staffing
Division increased approximately 17% in First Quarter Fiscal 1997 versus First
Quarter of Fiscal 1996. Income from operations as a percentage of revenue
decreased approximately 9% in First Quarter Fiscal 1997 from First Quarter
Fiscal 1996 as a result of increased SG&A associated with AIM which was acquired
by the Company in February 1996. Management of the Company does not anticipate
any further increases in SG&A under the Staffing Division's current plan of
operations.
For the balance of Fiscal 1997 management of the Company believes the
Staffing Division will continue to increase revenues based upon their current
plans of operations.
20
<PAGE>
Consumer Products Division
Revenues from the Consumer Products Division represented 19% of the
Company's revenues on a consolidated basis for First Quarter Fiscal 1997 versus
27% for First Quarter Fiscal 1996. On a stand alone basis, revenues from the
Consumer Products Division decreased approximately 50% in First Quarter Fiscal
1997 versus First Quarter of Fiscal 1996 as a result of the maturity of one
product (ThawMaster) and the beginning of the introduction of another product
(Mr. Food's AlloFresh). See "Business - Divisional Overview - Consumer Products
Division." Income from operations as a percentage of revenue decreased to
approximately 6% in First Quarter Fiscal 1997 from First Quarter Fiscal 1996 as
a result of the foregoing decrease in revenues.
The foregoing results are consistent with those disclosed in prior periods
and reflect decrease in revenues which results from the maturity of one product
(the ThawMaster family of thawing trays) and the infancy in the life span of
that division's newest product, Mr. Food's AlloFresh, for which introduction at
the retail level was commenced in the First Quarter Fiscal 1997. Further and as
discussed above, management of the Company believes, although there can be no
assurances, that as the retail roll-out of Mr. Food's AlloFresh continues to
progress, the Consumer Products Division will continue to increase its revenues
as well.
Liquidity and Capital Resources
The decrease in working capital at September 30, 1996 versus June 30, 1996
is primarily the result of the additional costs incurred by the Consumer
Products Division with respect to its newest product, Mr. Food's AlloFresh, as
well as the acquisition of additional property, plant and equipment by the
Manufacturing Division. In order to pursue the Company's plan of operations for
the balance of Fiscal 1997, it will be necessary for the Company to raise
additional working capital. In this vein, and as previously disclosed, it is
presently anticipated that management will seek to raise additional capital
through a public offering of its securities during Fiscal 1997. There are no
assurances, however, that management will definitively determine to proceed with
such offering or that the Company will be successful in concluding such an
offering. In such event, the continued growth of the Company would be limited to
the internal availability of working capital. The Company's inventory, accounts
receivable and a substantial portion of its property, plant and equipment are
unencumbered and, accordingly, would provide additional sources of internal
working capital should the Company elect to enter into an asset based lending
arrangement.
21
<PAGE>
BUSINESS
OVERVIEW
Workforce Systems Corp. (formerly known as Wildflower Financial Corp.), a
Florida corporation (the "Company"), was formed on August 17, 1992 to seek
acquisition possibilities throughout the United States and to make acquisitions
or enter into other business endeavors to the extent its limited assets would
allow. In order to raise the capital necessary to accomplish such goals, the
Company offered 10,000 shares of Common Stock at a purchase price of $6.00 per
share to the public pursuant to a registration statement under the Act, through
its then executive officers on a "best efforts" basis. In June 1993 the Company
completed its initial public offering with the sale of 3,505 shares of Common
Stock, receiving net proceeds, after the costs of the offering, of approximately
$11,371.
Acquisition of Prime Florida and OIS
------------------------------------
Pursuant to its intended business purpose to make acquisitions or enter
into other business endeavors, on June 14, 1994 Mr. F. W. Miller, the Company's
principal shareholder, President and Chairman, sold an aggregate of 18,200
shares of the Company's restricted Common Stock owned by him, representing
approximately 55% of the Company's then issued and outstanding stock, in a
private transaction exempt from registration under the Act to Yucatan Holding
Company, a Florida corporation ("Yucatan"), for $60,000 (the "Purchase Price").
Payment of the Purchase Price was tendered in the form of $5,000 cash at closing
together with a $55,000 principal amount installment promissory note due in full
on or before December 31, 1994. Concurrent with the purchase of the stock by
Yucatan, the Company's then current officers and directors resigned and the
Company's current officers and directors were elected.
Effective June 30, 1994 the Company acquired 51.9% of the issued and
outstanding stock of Outside Industrial Services, Inc., a Tennessee corporation
doing business as Outside Plant Services ("OIS") for 70,000 shares of the
Company's Series B $5.00 Cumulative Convertible Preferred Stock ("Series B
Preferred") from an unaffiliated third-party in a private transaction exempt
from registration under the Act. The designations, rights and preferences of the
Preferred Stock provided that the holder thereof (a) should receive annual
dividends equal to $.43 per share, (b) was entitled to full voting rights, share
for share, with any then outstanding Common Stock as well as with any other
class or series of stock of the Company having general voting power with the
22
<PAGE>
Common Stock concerning any matter being voted upon by the Company's
shareholders, (c) was entitled to convert such shares into shares of the
Company's restricted Common Stock at any time on a one for one basis and (d) was
redeemable at the option of the Company at $4.30 per share. On May 30, 1996 the
holder of the Series B Preferred converted such shares into 70,000 shares of the
Company's Common Stock. See "Selling Security Holders."
Also effective June 30, 1994 the Company acquired all of the issued and
outstanding stock of Prime Florida, Inc., a Florida corporation ("Prime") from
Yucatan, which was an affiliate of the Company, for 750,000 shares of the
Company's restricted Common Stock in a private transaction exempt from
registration under the Act. Prime's sole assets included its rights under the
Management Services Agreement with OIS which entitled Prime to all the cash flow
from OIS, together with a 7.4% interest in OIS.
Giving effect to both the 51.9% interest in OIS the Company acquired from
the unaffiliated third party, together with the 7.4% interest in OIS the Company
acquired through its ownership of Prime, the Company then owned 59.3% of the
issued and outstanding stock of OIS. On November 30, 1994 the Company exchanged
30 shares of its Series A Preferred Stock for 155 shares of the common stock of
OIS thereby completing its plan to acquire at least 80% of OIS which began in
June 1994. Following such share exchange, the Company is the beneficial owner of
approximately 81% of OIS. The designations, rights and preferences of the Series
A Preferred Stock provide that the shares (a) have full voting rights, share for
share, with the then outstanding common stock of the Company as well as any
other series of preferred stock then outstanding, (b) are not convertible into
any other class of equity of the Company, (c) are redeemable at any time at the
Company's option at par value of $.001 per share, (d) pay dividends at the sole
discretion of the Company's Board of Directors, (e) are not transferrable
without the consent of the Company's Board of Directors and (f) in the event of
a liquidation or winding up of the Company, carry a liquidation preference equal
to par value, without interest.
The foregoing acquisitions of OIS and Prime were consummated by the
Company in accordance with its previously stated business purposes to make
acquisitions or enter into other business endeavors. The determination of the
amount of consideration paid by the Company in the acquisitions of OIS and Prime
was made by management of the Company based upon its analysis of industry
comparables including, but not limited to, price/earnings ratios and multiples
of book value for similar companies discounted for the then reliance on primary
contracts. Specifically, management of the Company, based upon an average
derived from historical and then current pre-tax net income and cash flow
adjusted for non-recurring items of OIS, used a multiple of 20 (comparable to
other industry criteria) and discounted such approximately 65% due to OIS' then
current economic dependance upon its primary contractual relationship.
23
<PAGE>
Expansion Into Contract Manufacturing
-------------------------------------
On November 4, 1994 the Company entered into an agreement (the "Naturale
Agreement") with Naturale Home Products, Inc. ("Naturale"), an unaffiliated
third party, whereby the Company was named the exclusive manufacturer through a
then to-be-established wholly-owned subsidiary of the Company for all products
developed and marketed by Naturale, including the ThawMaster(TM) thawing trays,
Naturale's initial product. The material terms of the agreement provided that
the Company at its option could either continue the contract manufacturing then
currently in effect between Naturale and an unaffiliated third party, establish
additional manufacturing facilities operated by the Company or sub-contract the
manufacturing to other third parties.
In addition to the revenue to be generated through the manufacturing and
sale by the Company of the products to Naturale, the Company is entitled to a
royalty of $.30 to $.50 per unit in perpetuity on all products sold by Naturale.
The Company was also granted a 15% equity interest in Naturale on a fully
diluted basis. At the time of the transaction the Company recorded no value on
its balance sheet as to this 15% interest due to the minority position it
represented within Naturale and the immaterial value to the Company. On May 30,
1996 the Company divested itself of such 15% interest in Naturale, a marketing
company, but retained the exclusive manufacturing rights under the Naturale
Agreement. The Company determined such 15% interest was immaterial to the
Company's financial statements and operations and further conflicted with the
establishment of PTP to market the Company's products. The Company granted
Naturale the option of acquiring the manufacturing operations at a price equal
to the investment in the subsidiary, as well as the option to acquire the rights
to the royalty at a price to be negotiated by the parties in the future.
Following the execution of the Naturale Agreement, in 1994 the Company formed
NHP Manufacturing Corp., a Florida corporation ("NHP"), a wholly-owned
subsidiary of the Company, pursuant to the terms of the Naturale Agreement.
Subsequent to the acquisition of IFR (as described below), NHP, even though it
is a subsidiary of the Company, by virtue of the nature of its operations has
been overseen by IFR even though NHP falls within the Company's consumer
products division.
Soon after the execution of the Naturale Agreement it became evident to
management of the Company that the then current contract manufacturer was unable
to accommodate the production schedule or quality control standards in relation
24
<PAGE>
to the ThawMaster(TM) production. Thereafter the Company determined to
sub-contract out the milling and anodization of the trays to other fabricators
who were unaffiliated third parties and to internally perform the finishing
stages of the thawing trays, including silk screening, assembly, packaging and
shipping. The Company continued to experience quality control problems with the
new fabricators, as well as delays in delivery of milled trays. Further, the
Company determined that by further internalizing the manufacture of the thawing
trays that it would be able to reduce the cost of the product as a result of the
high profit margin being enjoyed by the third-party fabricators. The initial
success of the thawing trays and the potential to internalize the high margin of
third party fabricators created an extraordinary opportunity for the Company to
dramatically increase its asset base, revenue base and successfully diversify it
operations and eliminate its reliance on a single revenue source. Accordingly,
in the Spring of 1995 the Company began to fully internalize the production of
the thawing trays, with the exception of the anodization, through a series of
events which led to the acquisition of IFR as described below. This achieved the
Company's goal with respect to the further internalization of the manufacture of
the thawing trays as well as to diversifying the Company's operations and
revenue base.
Acquisition and Expansion of Industrial Fabrication & Repair
------------------------------------------------------------
On May 22, 1995 the Company acquired 100% of the issued and outstanding
capital stock of Industrial Fabrication & Repair, Inc. ("IFR") from Lester E.
Gann ("Gann") in exchange for 125,925 shares of the Company's restricted Common
Stock (the "IFR Agreement") in a private transactions exempt from registration
under applicable federal and state securities laws as well as being tax-free
pursuant to Section 368 of the Internal Revenue Code. The Company granted Mr.
Gann a 24 month right of first refusal as to the IFR stock purchased by the
Company in the event of a change of control of the Company (as that term is
defined in the Agreement) or if the Company should desire to transfer the IFR
stock to an unaffiliated third party or to sell all or substantially all of
IFR's assets. IFR, a Tennessee corporation based in Knoxville, Tennessee,
provides machining, welding, speciality design and fabrication for custom
applications to clientele from various industries including paper, steel mills,
rock quarry operations, coal mining applications and bottling facilities.
Concurrent with such acquisition, Mr. Gann executed a three year employment
agreement with IFR providing for an annual base salary of $96,000 with
performance bonuses at the discretion of the Board of Directors. See
"Management."
25
<PAGE>
In June 1995 the Company purchased a 35,000 square foot manufacturing
facility in Knoxville, Tennessee from an unaffiliated third party to serve as
the new headquarters for IFR. See "Properties."
In July 1996 IFR expanded its scope of business though the formation of
Maintenance Requisition Order Corp., a Florida corporation ("MRO") which is a
wholly-owned subsidiary of IFR. MRO, based in Dalton, Georgia, is an industrial
supply house representing several lines of power transmissions products, such as
gear boxes, bearings and couplings, which are commonly used in industrial
manufacturing and operating facilities. MRO further diversifies IFR's business
base insomuch as historically IFR had been a fabricator and maintenance provider
without the additional competitive advantage of being an authorized factory
distributor for many of the components used in its business. While there can be
no assurances, management of IFR believes first year revenues from MRO could be
$1 million based upon management's analysis of the potential market for MRO's
product lines.
Formation of Consumer Products Division
---------------------------------------
In October 1995 following the initial success of NHP, the Company formed a
consumer products division and incorporated Products That Produce, Inc., a
Florida corporation ("PTP") which is owned 80% by the Company and 20% by William
P. Heath, III, a then unaffiliated third party who initially served as its
president. Since November 1996 Mr. Heath has had no operational role within PTP.
PTP's mission is to identify and market new consumer products to both
innovative and moderately priced. The first product undertaken by PTP is Mr.
Food's AlloFresh. The product is being marketed under an endorsement by Art
Ginsburg, the nationally syndicated T.V. chef known as Mr. Food. Made nationally
from minerals, non-toxic and environmentally safe, Mr. Food's AlloFresh works to
prevent food decay and eliminates bacteria, moisture, mold, mildew and odors in
refrigerators, kitchen and around the house. The product had its debut in June
of 1996 through a nationwide direct response television commercial, with this
initial introduction followed by introduction into the retail market place
through mass merchandisers, grocery and drug store chains.
Acquisition of American Industrial Management, Inc.
---------------------------------------------------
In February 1996 the Company acquired 100% of the issued and outstanding
capital stock of American Industrial Management, Inc., a Tennessee corporation
("AIM") from Messrs. Robert Lovelace, David Debuty and Jones Leasing, Inc., its
26
<PAGE>
shareholders, in a private transaction exempt from registration under applicable
federal and state securities laws in exchange for 17,500 shares of the Company's
restricted common stock. The acquisition price paid for AIM of approximately
$87,500 value in restricted stock was calculated by management in an amount
equal to approximately one-half of the previously annualized revenues of AIM.
AIM, founded in 1995 and based in Knoxville, Tennessee, provides industrial
personnel for light manufacturing and assembly line operations to businesses
located in the East Tennessee area. Messrs. Lovelace and Debuty remained
operating officers of AIM following the closing of the transaction pursuant to
three year employment agreements. In September 1996 AIM gave Mr. Debuty 60 days
notice of its intention to terminate his employment agreement.
As additional incentive to build the business of AIM, the Company granted
Mr. Lovelace certain incentives. Specifically, in the event the financial
statements of AIM, as prepared in accordance with generally accepted accounting
principles applied on a consistent basis reflect a certain pre-determined
average gross profit per month for the immediately preceding three month period
(based upon fiscal quarters for the fiscal year ending June 30) as hereinafter
set forth, and Mr. Lovelace is then an employee of AIM, Mr. Lovelace is entitled
to earn additional shares of the Company's restricted common stock.
Specifically, at such time as AIM's financial statements reflect an average
gross profit (as defined in the share exchange agreement) of at least $50,000
per month for the preceding fiscal quarter, Mr. Lovelace shall be entitled to
receive a one time issuance of 50,000 shares of the Company's restricted common
stock; and at such time as AIM's financial statements reflect an average gross
profit (as defined in the share exchange agreement) of at least $70,000 per
month for the preceding fiscal quarter, Mr. Lovelace shall be entitled to
receive a one time issuance of an additional 100,000 shares of the Company's
restricted common stock; and at such time as AIM's financial statements reflect
an average gross profit (as defined in the share exchange agreement) of at least
$90,000 per month for the preceding fiscal quarter, Mr. Lovelace shall be
entitled to receive a one time issuance of an additional 122,500 shares of the
Company's restricted common stock. See "Management."
DIVISIONAL OVERVIEW
As a result of the foregoing, the Company presently has three operating
divisions. The following chart sets forth the current corporate structure:
PARENT
------
WORKFORCE SYSTEMS CORP.
----------------------------------------
| | |
STAFFING CONSUMER |
DIVISION PRODUCTS MANUFACTURING
-------- -------- -------------
| | | | |
AIM OIS PTP NHP IFR
|
MRO
27
<PAGE>
Following is a detailed discussion of each of the Company's divisions.
Manufacturing Division
The Manufacturing Division of the Company is comprised of Industrial
Fabrication & Repair, Inc. ("IFR") and its subsidiary Maintenance Requisition
Order Corp. ("MRO").
IFR, a Tennessee corporation formed in 1979 and based in Knoxville,
Tennessee, provides machining, welding, speciality design and fabrication for
custom applications to clientele from various industries including paper, steel
mills, rock quarry operations, coal mining applications and bottling facilities.
IFR maintains clients within the 150 mile radius of Knoxville, Tennessee
including Coca-Cola Co., Pepsico, Kimberly-Clark Corp., American Limestone,
Florida Steel Corp., Vulcan Materials Co., Dixie Cement, Blue Diamond Coal and
Southeast Ecology Group, a division of Westinghouse. For the year ended June 30,
1996, IFR accounted for approximately 66% of the Company's revenues on a
consolidated basis. No single client accounts for more than 10% of IFR's annual
revenues.
IFR provides its clients with custom design plant processing thereby
minimizing downtime and maximizing production capacity. A sample of current or
pending projects undertaken by IFR include designing components to be used to
crush slag in a radioactive waste processing facility to facilitate packing of
the material for shipment and manufacturing systems in steel mills for transfer
of five ton blocks of rebar to facilitate loading and storage.
In July 1996 IFR expanded its scope of business though the formation of
MRO, a Florida corporation, which is a wholly-owned subsidiary of IFR. MRO,
based in Dalton, Georgia, is an industrial supply house representing several
lines of power transmissions products, such as gear boxes, bearings and
couplings, including lines from Falk, Goodman Material Handling Components,
Nachi, Leeson Electric, Rainbow Chain, Douglas Manufacturing and Superior Idlers
together with a variety of other chain, bearing and idler distributors handling
components which are commonly used in industrial manufacturing and operating
facilities. As discussed below under "Competition", management of the Company
believes the addition of MRO has the potential (although there can be no
assurances) to significantly increase IFR's competitive advantage in the
marketplace. While there can be no assurances, management of IFR believes first
year revenues from MRO could be $1 million based upon management's analysis of
the potential market for MRO's product lines.
28
<PAGE>
The Company has also contracted with third parties to develop and maintain
an Internet web site for both IFR and MRO. This web site, which is under
development and anticipated to be fully operational during the third quarter of
Fiscal 1997, will contain information regarding the custom design capabilities
of IFR together with a comprehensive inventory of new and rebuilt power
transmission components. The material terms of the agreement requires the
developer to provide the Company with a custom, turn key site developed to the
Company's specifications, as well as full maintenance of the sites until such
time as the Company in its sole discretion begins to derive profits from the
operation of the site. Management of the Company believes, although there can be
no assurances, that based upon the success of Industry.Net, which according to
its literature brings together more than 200,000 buyers and 4,500 sellers of
industrial products, many of which are similar to those products and services to
be offered by IFR and MRO, this online site will be an expanded venue for the
manufacturing division and will link IFR and MRO with its existing customer base
as well as expanding its sales opportunities throughout the United States as
well as internationally.
Competition
-----------
While IFR competes with numerous fabricators in the East Tennessee area,
management of IFR believes it has limited direct competition as a result of the
comprehensive nature of its services. Within the 150 mile radius of its client
base, IFR is one of a select few fabricators which offers a full bevy of
services from concept and design to engineering and prototype to custom systems.
Management believes the recent formation MRO will increase IFR's competitive
advantage by providing IFR's customers with a single source supply for their
production needs. There can be no assurances, however, that IFR in fact
maintains a competitive advantage or that if such competitive advantage exists,
IFR will be able to retain same in the future.
MRO competes with a wide variety of industrial supply houses, the majority
of which are larger, have historical operations and greater resources. There are
no assurances MRO will be able to effectively compete in its market.
Government Regulation and Environmental Compliance
--------------------------------------------------
The operations of the manufacturing division are not subject to any state
or government regulations at the present time, other than normal and customary
rules and regulations, including environmental regulations, to which most
companies are subject. There can be no assurances, however, that future
regulations at the state or federal level, if adopted, will not have a material
adverse effect on the operations of the manufacturing division.
29
<PAGE>
Employees
---------
As of November 30, 1996, the Manufacturing Division had approximately 35
employees, all of which are full time. The Manufacturing Divisions considers its
employee relations to be good.
Staffing Division
- -----------------
The staffing division is comprised of two entities, Outside Industrial
Services, Inc. ("OIS"), a Tennessee corporation founded in 1982, and American
Industrial Management, Inc. ("AIM"), a Tennessee corporation founded in 1995.
For the year ended June 30, 1996, the staffing division accounted for
approximately 16% of the Company's revenues on a consolidated basis.
The staffing division does not offer traditional "temporary" services such
has providing several employees on an intermittent, as needed basis. The
staffing division's niche market is to provide specialized labor services on a
contract basis to businesses in the light industrial and light manufacturing
areas, augmenting the client's base of permanent employees. The staffing
division supplies personnel with a wide variety of manufacturing skills to
perform skilled and unskilled tasks including assembly line, janitorial,
transportation and maintenance.
The staffing division recruits employees on an as needed basis to fulfill
its existing contracts. Such contracts typically provide for a 30 day
termination by either party. As of the date hereof, AIM as three clients which
account for 36%, 22% and 14% of its current, revenues, respectively, and OIS has
one client which accounts for 100% of its revenues. The loss of one or more of
such clients could have a material adverse impact upon AIM's operations until
replacement clients are secured, of which there can be no assurance.
Competition
-----------
The staffing division competes with many large international and national
companies, as well as many smaller regional and local companies, many of whom
have far greater assets and revenue base than the staffing division. There are
no assurances the staffing division will ever maintain a competitive advantage
in its marketplace.
30
<PAGE>
Government Regulation and Insurance
-----------------------------------
In many states, the temporary services industry is regulated; however, the
staffing division is not subject to any specific regulation in the State of
Tennessee where all of its current operations are based. In the event the
staffing division should expand its operations outside the State of Tennessee,
of which there are no present plans, it may become subject to regulation by
other states. There can be no assurance that future regulations in the State of
Tennessee, if adopted, or existing or future regulations in states in which the
staffing division should expand its operations will not have a material effect
on the staffing division's operations.
Employees
---------
As of November 30, 1996, the staffing division had approximately 60
employees providing services under existing contracts. In addition to the
employees it provides its clients under the existing contracts, the staffing
division employs an additional four management and administrative employees. The
staffing division considers its employee relations to be good.
Consumer Products Division
- --------------------------
As discussed above, following the execution of the Naturale Agreement in
November 1994, the Company undertook the establishment of a contract
manufacturing division for a consumer product through a then wholly-owned
subsidiary, NHP, a Florida corporation formed in 1994. NHP's current operations
are presently limited to the manufacture of the ThawMaster(TM) family of thawing
trays. It is not presently anticipated that NHP's operations will expand beyond
their current base, and, accordingly, NHP is dependant upon its contract with
Naturale. For the year ended June 30, 1996 NHP (exclusive from PTP) accounted
for approximately 18% of the Company's revenues on a consolidated basis. The
loss or reduction of such revenues could have a material adverse affect upon the
Company until such time as the consumer products division is able to
successfully complete its expansion through PTP.
The thawing trays are manufactured from high grade aluminum alloy which is
purchased by NHP either directly from Reynolds Aluminum or on the spot market
from distributors. The price of aluminum, like all commodities, is subject to
price fluctuation from time to time which can either increase or decrease the
manufactured cost of the thawing trays as the aluminum is the most expensive
component of the thawing tray. Historically, the Company has been able to obtain
31
<PAGE>
a sufficient supply of aluminum at a relatively stable price. There can be no
assurances, however, that such will continue to be the case in the future.
NHP owns all inventory of completed thawing trays until such time as the
product is shipped to Naturale's customers, thereby creating a receivable at
Naturale. NHP has a perfected blanket security interest in all of Naturale's
assets, which includes Naturale's receivables.
In October 1995 the Company formed Products That Produce, Inc., a Florida
corporation ("PTP") which is owned 80% by the Company and 20% by William P.
Heath, III. Mr. Heath initially served at PTP's president. In November 1996 Mr.
Heath's operational involvement with PTP ceased but continues to be a
shareholder. PTP's mission is to identify and market new consumer products that
are both innovative and moderately priced. PTP business plan provides that it
will assist inventors of fresh, innovative consumer products in getting those
products to market through the provision of a wide array of comprehensive
services, including everything from package design, to manufacturing (either
directly or on an exclusive sub-contract basis) to receivables financing. While
there are numerous larger companies and conglomerates which operate in
essentially the same fashion, the Company believes, although there can be no
assurances, that PTP, by virtue of its size and flexibility, will be able to
attract inventors of unique and innovative products and close transactions with
these inventors at greater speed than these larger companies while providing
more attractive packages to the inventors.
The first product to be undertaken by PTP is Mr. Food's AlloFresh. The
product is being marketed under a license agreement with Ginsburg Enterprises
Incorporated ("Ginsburg") which provides for an endorsement by Art Ginsburg, the
nationally syndicated T.V. chef known as Mr. Food. Pursuant to the terms of the
two year agreement, Ginsburg granted PTP a license to the "Mr. Food" marks in
connection with the marketing and sale of the product. As consideration,
Ginsburg is entitled to a certain royalty payments, specifically (a) 15% of the
sales price for any sales made via direct response television or through
electronic retailers or (b) 5% of the sales price for any other sales.
Made nationally from minerals, non-toxic and environmentally safe, Mr.
Food's AlloFresh works to prevent food decay and eliminates bacteria, moisture,
mold, mildew and odors in refrigerators, kitchen and around the house.
Pursuant to the Company's prospecting, acquisition of mineral rights and
coordination of the necessary geophysical analysis of the minerals, the Company
has executed a five year exclusive lease, which is renewable at the option of
32
<PAGE>
the Company for an additional five year term, with an unaffiliated third party
which permits the Company to excavate whatever quantities of the minerals as it
deems necessary for an annual base fee of $30,000 for the first 1,000 tons.
Management of the Company has determined to renew the lease for the additional
five year term pursuant to its terms. Such amount is payable in advance at the
beginning of each year of the term of the lease and no portion is refundable in
the event at least 1,000 tons are not excavated during the subject year.
Thereafter, the Company pays a fee of $30 per ton. Based upon its inspection of
the property, including visits by independent geologists retained by the
Company, management of the Company believes there are sufficient quantities of
the minerals readily available to meet whatever consumer demand may develop for
either Mr. Food's AlloFresh or any variation of the product which the Company
may market in the future.
Mr. Food's AlloFresh, which is not subject to any special government
approval or regulation, was introduced in late June 1996 through a five week
direct response television campaign. The introduction of Mr. Food's AlloFresh
into the retail market place through sales to mass merchandises, grocery and
drug store chains commenced in August 1996. Based upon the initial sales to date
of this product, management of the Company believes, although there can be no
assurances, that a significant market demand exists for Mr. Food's AlloFresh.
Based upon information from Information Resources Inc. of Chicago, Illinois, Arm
& Hammer baking soda generates approximately $60 million in revenues last year.
Such revenues do not include sales of other private label baking soda lines or
the home and pet deodorizing lines of baking soda based products.
As Mr. Food's AlloFresh not only removes moisture and odor the same as
baking soda, because Mr. Food's AlloFresh also extends the life of foods by
absorbing the gases naturally emitted by foods as they decay, management of the
Company believes, although there can be no assurances, that Mr. Food's AlloFresh
can over time significantly penetrate the market because of its value-added
properties. Although there can be no assurances, management of PTP believes that
Mr. Food's AlloFresh has a first year sales potential of at least $10 million.
Management of PTP believes that discussions between sales representative
and several national and regional food, drug and mass merchandise chains could
lead to significant order for Mr. Food's AlloFresh. Management's belief is based
upon oral statements and negotiations between the independent sales
representatives and representatives of the chains. While initially projected for
the second quarter of Fiscal 1997, management currently projects PTP will begin
to receive such orders during the third fiscal quarter. There can be no
assurances, however, that management is correct.
33
<PAGE>
Mr. Food's AlloFresh is being marketed to retailers through the engagement
by PTP of 23 independent food brokers across the United States. These
independent contractors are entitled to commissions of 7% of the sales price,
which such amounts are generally payable by PTP within 15 days following the
month in which PTP receives payment from the retailer. The independent food
brokers are responsible for any expenses they incur in connection with their
sales of Mr. Food's AlloFresh. The agreements between the independent sales
representatives and PTP may be terminated by 30 days prior written notice by
either party. In the event PTP should determine to terminate one or more of such
independent sales representative, management of the Company does not believe it
would experience any difficulties in engaging replacement food brokers.
The Company has also contracted with third parties to develop and maintain
an Internet web sites for the consumer products division. These web sites, which
are under development and anticipated to be fully operational during the third
quarter of Fiscal 1997, will offer a variety of products for the home in an
interactive shopping mall format. Browsers will be able to purchase directly on
line by either e-mail or by faxing or calling an 800 number. The site will also
permit online credit card orders using all major credit cards and the net site
will be equipped with a secure transaction server utilizing RSA technology to
enable commerce and secure transactions on the network. This multi protocol
security method is currently implemented to provide secure versions of NNTP
(news) and HTTP.SSL has been adopted by major Internet vendors, financial
institutions and certification authorities. The material terms of the agreement
requires the developer to provide the Company with a custom, turn key site
developed to the Company's specifications, as well as full maintenance of the
sites until such time as the Company in its sole discretion begins to derive
profits from the operation of the site. There can be no assurances that this
home page will initially or ultimately be successful; however, management of the
Company believes that eventually shopping online will be as common and
successful as catalog shopping and electronic retailing is today.
Competition
-----------
PTP competes with many large international and national companies, as well
as many smaller regional and local companies, offering a wide variety of
consumer products, many of whom have far greater assets and operating history
than PTP. There are no assurances that PTP or Mr. Food's AlloFresh will ever
maintain a competitive advantage in its market place.
34
<PAGE>
Employees
---------
As of the date hereof, PTP has approximately four full time employees in
addition to the 23 independent contractors hereinbefore described. PTP considers
its employee relations to be good.
PROPERTIES
The Company maintains principal executive offices in approximately 850
square feet of commercial office space which are leased from an unaffiliated
third party for approximately $750 per month on an annual basis. The Company's
employee staffing division leases two separate facilities, both located in East
Tennessee. The first space which is comprised of approximately 1,800 square feet
of commercial office space is leased by AIM from an unaffiliated third party
under a five year lease expiring in September 2000 for approximately $1,000 per
month. OIS leases an additional 500 square feet of office space on a month to
month basis for $350 per month from an unaffiliated third party. PTP leases
approximately 700 square feet of commercial office space in Fort Lauderdale,
Florida from an unaffiliated third party under a five year lease expiring in
December 2000 for approximately $700 per month. MRO leases approximately 8,000
square feet of industrial/warehouse space in Dalton, Georgia from an
unaffiliated third party on a month to month basis for approximately $1,000 per
month. All of these locations are presently sufficient for the required purposes
and should the Company wish to relocate any office in the future, management
does not believe it would experience any difficultly in locating and securing
alternative office space at a reasonable rate.
Prior to its acquisition by the Company, IFR's principal offices were
located in a 13,500 square foot office/industrial building in Knoxville,
Tennessee which was leased by IFR from Mr. Gann, IFR's President and then sole
shareholder, on an annual basis at a monthly rental of $3,400. Following the
Company's acquisition of IFR, IFR continues to lease this space from Mr. Gann on
a monthly basis at a rental of $1,400 per month.
In June 1995 following the acquisition of IFR the Company, through a
wholly-owned subsidiary Workforce Properties Corp., acquired fee simple title to
an approximate 35,000 square foot office/industrial building in Knoxville,
Tennessee (the "Manufacturing Facility") from an unrelated third party to
provide sufficient space for both the thawing tray manufacturing as well as an
expansion of IFR's business.
The Manufacturing Facility was encumbered by an existing first mortgage in
the original principal amount of approximately $585,000, with interest at 7 3/4%
over the 110 month term which commenced in June 1993. The first mortgage
35
<PAGE>
provided for an initial monthly payment of $4,800 with a monthly increase of
0.377% during the term of the mortgage and no pre-payment penalty. Upon
maturing, assuming all monthly mortgage payments were then current, the mortgage
would be satisfied in full. The Company assumed the existing first mortgage on
the Manufacturing Facility, with a remaining principal balance of approximately
$ 390,000 pursuant to the original terms and conditions of the first mortgage.
In connection with the purchase of the Manufacturing Facility, the Company
also assumed approximately $101,000 in past due city and county real estate
taxes due on the Manufacturing Facility. Prior to such assumption, the Company
negotiated an arrangement with the City of Knoxville for the payment of the past
due taxes, which approximated $61,000 in the aggregate for the years 1991, 1992,
1993 and 1994, over a period of 24 months by making monthly installments of
$2,538.00. The Company also assumed a similar arrangement the prior owner of the
Manufacturing Facility had negotiated with Knox County for the payment of past
due taxes, which approximated $40,000 for the years 1990, 1991, 1992, 1993 and
1994, over a period of 12 months by making monthly installments of $3,797.72.
The Company has made all of the required tax payments in accordance with the
terms negotiated with each taxing authority, as well as paying all current taxes
on the real property as they become due and payable.
The Manufacturing Facility, which is in good condition, is sufficient for
the Company's present needs and management of the Company believes it is
adequately covered by insurance.
The Company has executed a five year exclusive lease, which is renewable
at the option of the Company for an additional five year term, with an
unaffiliated third party which permits the Company to excavate whatever
quantities of the minerals which are the component of Mr. Food's AlloFresh as it
deems necessary for an annual base fee of $30,000 for the first 1,000 tons.
Management of the Company has determined to renew the lease for an additional
five year term pursuant to its terms. Such amount is payable in advance at the
beginning of each year of the term of the lease and no portion is refundable
in the event at least 1,000 tons are not excavated during the subject year.
Thereafter, the Company pays a fee of $30 per ton.
LEGAL PROCEEDINGS
The Company is not involved in any pending litigation.
36
<PAGE>
MANAGEMENT
The following table sets forth the names, ages and positions held with
respect to each Director and Executive Officer of the Company.
Name Age Position
---- --- --------
Ella Boutwell Chesnutt 44 Director, President
Jayme Dorrough 28 Director, Vice President and
Secretary
All officers of the Company will hold office until the next annual meeting
of the Company. There are no arrangements or understanding between any such
officer of the Company and any other person or persons pursuant to which such
officer was or is to be selected as an officer of the Company.
The following sets forth biographical information as to the business
experience of each current Director and Executive Officer of the Company.
ELLA BOUTWELL CHESNUTT. Mrs. Chesnutt has served as a director and
President of the Company since June 14, 1994. She also serves as a director and
President of Workforce Properties Corp. and a director of OIS, AIM, IFR, NHP,
MRO and PTP. Mrs. Chesnutt is also an officer and director of Yucatan Holding
Company, the Company's principal shareholder. Mrs. Chesnutt, who is not an
employee of the Company and has other business interests outside of the Company,
devotes as much time to the affairs of the Company as she deems necessary which
equates to approximately 30% of her time. Mrs. Chesnutt joined Marine Sports,
Inc., a public company, in October 1991 as Director of Legal Affairs and
Secretary. Thereafter she served as Director of Legal Affairs (from May 1992
until March 1993) and Vice President of Corporate Administration (March 1993
until November 1993) of Aspen Marine Group, Inc., a public company and the
parent company of Marine Sports, Inc. Mrs. Chesnutt was a paralegal experienced
in corporate and securities law with emphasis in public and private offerings.
From March 1987 until October 1991 Mrs. Chesnutt was employed by Atlas, Pearlman
& Trop., P.A., Fort Lauderdale, Florida and from March 1983 until March 1987 she
was employed by Broad & Cassel, Miami, Florida. Mrs. Chesnutt received a B.S. in
Business Administration from the University of South Florida.
JAYME DORROUGH. Mrs. Dorrough has served as a director and Secretary of
the Company since June 14, 1994 and Vice President since July 5, 1994. Mrs.
Dorrough also serves as a director and President of Prime and OIS, and director
of Workforce Properties Corp., AIM, IFR, MRO and PTP. Mrs. Dorrough is also an
37
<PAGE>
officer and director of Yucatan Holding Company, a principal shareholder of the
Company. Mrs. Dorrough, who is not an employee of the Company and has other
business interests outside of the Company, devotes as much time to the affairs
of the Company as she deems necessary which equates to approximately 10% of her
time. From August 1987 until October 1989, Mrs. Dorrough was employed by Baker,
Worthington, Crossley, Stansberry & Woolf, Knoxville, Tennessee as an
administrative assistant.
Key Employees and Consultants
- -----------------------------
The Company is a diverse holding company with operations in the areas of
manufacturing and industrial fabrication, employee staffing and consumer
products. While not executive officers of the Company, the following officers of
and consultants to the Company's subsidiaries make significant contributions to
the business of the Company.
MANUFACTURING DIVISION
LESTER GANN. Mr. Gann, 52, is President and a director of IFR. He has also
served as a director of MRO since its formation in June 1996 and a director of
NHP since June 1995. Mr. Gann founded IFR in 1979 and has served as its
President and a director continuously since the date of formation. Mr. Gann has
33 years experience in tool and machinery design and power transmission
equipment and has received extensive training from various manufacturers and
distributors of the foregoing equipment. Mr. Gann is responsible for all day to
day operations of the Manufacturing Division.
STAFFING DIVISION
ROBERT LOVELACE. Mr. Lovelace, 50, is President and a director of AIM,
serving in such position since its formation in April 1995. Mr. Lovelace is
responsible for sales and client development for AIM, as well as all day to day
operations of the Staffing Division. From June 1992 until founding AIM in 1995
Mr. Lovelace was employed as a regional sales manager for Borg Wagner for Wells
Fargo Guard Service, Burns Guard Service and Borg Wagner Facility Staffing. From
January 1990 until May 1992 Mr. Lovelace was regional Vice President for Sears
Security Systems residential alarm systems. During his career, Mr. Lovelace has
completed in excess of 20 schools within the Dale Carnegie & Associates
organization covering training and supervisory management in attitude,
communication, human relations, memory training, leadership, public speaking and
business management.
38
<PAGE>
CONSUMER PRODUCTS DIVISION
J. EDWARD MOSS. Mr. Moss, 48, has been President of PTP since November
1996. Mr. Moss has been associated with the retail and food industries for over
22 years, having held senior level management and sales positions with several
national and international food companies. Over the years, Mr. Moss has been
responsible for the development of product lines, implementation of sales and
marketing programs, and the organization and management of national and
international sales forces. From November 1995 until joining PTP, Mr. Moss
founded and served as President of World Business Enterprise Network, a business
organized to develop or aid in the production, marketing and sale of food and
non-food items nationally and internationally to retail chains, independent food
stores, convenience store groups, wholesale distributors, independent
distributors and institutional service accounts. From September 1995 to November
1996, he was Regional Director for Mid-American Dairyman, Inc. and was
responsible for overseeing sales, marketing and distribution of TCBY branded
refrigerated products to various national retail accounts. Prior thereto, from
January 1993 until September 1995 Mr. Moss served as Vice President of Hurdy
Gurdy International, a manufacturer of frozen sorbet products and from July 1992
until January 1993 he served as Vice President of Sales and Marketing for
Philly's Famous, Inc., a manufacturer of gourmet snack products.
There is no family relationship between any of the officers, key
employees, consultants and directors.
The Company does not presently maintain audit, compensation or nominating
committees of the Board of Directors.
39
<PAGE>
EXECUTIVE COMPENSATION
The following table summarizes all compensation accrued by the Company in
each of the last three fiscal years for the Company's Chief Executive Officer
and each other executive officers serving as such whose annual compensation
exceeded $100,000. Directors of the Company do not receive compensation for
serving in such capacity. Prior to the acquisition of OIS by the Company in June
1994, the Company had no operations. See "Business."
Long - Term
Annual Compensation Compensation Awards
------------------- -------------------
Options
Name and Other Annual Number of All Other
Principal Position Year Salary Bonus Compensation Shares Compensation
- ------------------ ---- ------ ----- ------------ --------- ------------
Ella Chesnutt 1993 (1) (1) (1) (1) (1)
President, 1994 0 0 0 0 0
Director and 1995 0 0 (2) (2) 0
Chief Executive
Officer
Jayme Dorrough 1993 (1) (1) (1) (1) (1)
Vice President 1994 0 0 0 0 0
and Director 1995 0 0 (2) (2) 0
- ------------------------
(1) Mrs. Chesnutt and Mrs. Dorrough, who are not employees of the
Company, began serving as officers and directors of the Company on June 14,1994.
(2) On March 21, 1995 Mrs. Chesnutt and Mrs. Dorrough were each awarded
48,500 shares of Common Stock for services rendered by them in connection with
the Naturale Agreement. The fair market value on the date of issuance was $ 6.57
per share resulting in aggregate value to each of Mrs. Chesnutt and Mrs.
Dorrough of $318,645.
Employment Agreements
- ---------------------
As set forth below, certain of the Company's subsidiaries are parties to
employment agreements with key employees of those subsidiaries.
In May 1995 at the time of the acquisition of IFR, IFR entered into a
three year employment agreement with Lester Gann providing for an annual base
salary of $96,000 with the ability to receive performance based bonuses at the
discretion of the Board of Directors. As of the date hereof, no such performance
bonuses have been awarded. Mr. Gann is also entitled to participate in all
benefit programs of IFR as may be made available to other salaried employees.
40
<PAGE>
Mr. Gann's employment agreement contains customary provisions providing for
confidentiality as well as a 12 month non-compete following the termination of
the agreement. Mr. Gann's employment agreement does not provide for any
severance payments.
In conjunction with the acquisition of AIM in March 1996, Messrs. Lovelace
and Debuty each signed three year employment agreements with AIM. Such
agreements provide for an annual base compensation of $66,000 each and provide
for certain additional compensation in the form of an aggregate of the issuance
of each of 27,272 shares of the Company's Common Stock which have been
registered under the Act. Such stock is issued in 24 equal monthly installments
providing each of Messrs. Lovelace and Debuty are still employed by AIM. Their
employment agreements also contain customary provisions providing for
confidentiality as well as a 12 month non-compete following the termination of
the agreements. AIM notified Mr. Debuty in September 1996 of its intention to
terminate his employment agreement in 60 days pursuant to the terms of such
employment agreement Mr. Debuty is not entitled to any compensation or stock
following such termination. Mr. Lovelace's employment agreement does not provide
for any severance payments.
PTP is presently negotiating a one year employment agreement with Mr.
Moss. The general terms of the agreement will provide for an annual base salary
of $90,000 with an annual bonus of up to $45,000, the payment of which is tied
to pre-set annual sales goals.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Florida Business Corporation Act (the "Corporation Act") provides for
indemnification of directors, employees, officers and agents of Florida
corporations. The Company's Articles of Incorporation (the "Articles") and
bylaws provide that the Company shall indemnify as directors and officers to the
fullest extent permitted by the Corporation Act. Insofar as indemnification for
liabilities arising under the Securities Act of 1993 (the "Act") maybe permitted
to directors, officers or persons controlling the Company pursuant to the
foregoing provisions, the Company has been informed that, in the opinion of the
Commission, such indemnification is against public policy as expressed and the
Act and is therefore unenforceable.
CERTAIN TRANSACTIONS
Effective June 30, 1994 the Company acquired all of the issued and
outstanding capital stock of Prime from Yucatan. Mrs. Chesnutt and Mrs. Dorrough
are the officers and directors of Yucatan and Mrs. Dorrough was the sole
41
<PAGE>
shareholder of Prime. See "Business - Overview - Acquisition of Prime Florida
and OIS."
On June 30, 1994 a company owned by Mrs. Dorrough issued OIS a demand
promissory note in the principal amount of $65,000 bearing interest at 6% per
annum, evidencing certain advances which had been made against management fees
payable by OIS to such company. During the fiscal year ended June 30, 1995 such
note was paid in full.
On March 21, 1995 Mrs. Chesnutt and Mrs. Dorrough were each awarded 48,500
shares of Common Stock for services rendered by them in connection with the
Naturale Agreement. The fair market value on the date of issuance was $ 6.57 per
share resulting in aggregate value to each of Mrs. Chesnutt and Mrs. Dorrough of
$318,645.
From time to time, the Company has borrowed funds from Yucatan Holding
Company, the Company's principal shareholder ("Yucatan"), for working capital
purposes. Pursuant to the terms of certain promissory note in the principal
amount of $936,770 dated June 30, 1995 issued by the Company to Yucatan (the
"June Note"), Yucatan, in its sole discretion, could convert all or a portion of
the principal and accrued unpaid interest pursuant to the June Note into shares
of the Company's Common Stock based upon a conversion ratio to be determined by
the parties at the time of conversion. Subsequent to June 30, 1995, Yucatan
advanced the Company additional funds for working capital and on September 30,
1995 the principal amount due Yucatan by the Company was $1,210,446.
On November 27, 1995, Yucatan converted the face value of the June Note
into shares of the Company's Common Stock based upon conversion ratio equal to
the closing bid price of the Company's common stock as reported on the OTC
Bulletin Board on the date of conversion which was $5.50 per share. Accordingly,
the Company issued Yucatan 170,322 shares of its restricted Common Stock. The
Company remained indebted, on an unsecured basis to Yucatan for advances made
subsequent to June 30, 1995 in the amount of $273,676. Subsequent to November
27, 1995 such amount has been repaid to Yucatan by the Company.
42
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
As of November 30, 1996 hereof there were 2,503,542 shares of Common Stock
issued and outstanding, 30 shares of Series A Preferred Stock issued and
outstanding and 1,000,000 shares of Series D Preferred Stock, all of which are
voting securities of the Company. The 30,000 shares of Series C Preferred Stock
which are issued and outstanding do not have voting rights. See "Description of
Securities." The following table sets forth, as of the close of business on
November 30, 1996, (a) the name, address and number of shares of each person
known by the Company to be the beneficial owner of more than 5% of any class of
each the Company's voting securities and (b) the number of shares of each class
of voting securities owned by each director and all officers and directors as a
group, together with their respective percentage holdings of such shares:
Series A Preferred Stock
- ------------------------
Name and Amount of Percentage
Address of Beneficial of
of Beneficial Owner Ownership of Stock Class
------------------- ------------------ -----
Outside Industrial 30 100%
Services, Inc. (1)
269 Cusick Road
Suite C-2
Alcoa, TN 37701
All Officers and
Directors as a group
(two persons) none n/a
Series D Preferred Stock
- ------------------------
Name and Amount of Percentage
Address of Beneficial of
of Beneficial Owner Ownership of Stock Class
------------------- ------------------ -----
Yucatan Holding 1,000,000 100%
Company (2)
269 Cusick Road
Suite C-2
Alcoa, TN 37701
All Officers and
Directors as a
Group (two persons)(2) 1,000,000 100%
43
<PAGE>
Common Stock
- ------------
Name and Amount of Percentage
Address of Beneficial of
of Beneficial Owner Ownership of Stock Class (4)
------------------- ------------------ ---------
Yucatan Holding 938,522 37.6%
Company (2)
269 Cusick Road
Suite C-2
Alcoa, TN 37701
Ella Boutwell Chesnutt (2) (2)
269 Cusick Road
Suite C-2
Alcoa, TN 37701
Jayme Dorrough (2) (2)
269 Cusick Road
Suite C-2
Alcoa, TN 37701
Lester E. Gann(3) 125,925 8.3%
3007 West Industrial
Parkway
Knoxville, TN 37921
Cede & Co. 789,846 31.5%
Post Office Box 28
New York, NY 10004
Philadep & Co. 142,988 5.7%
1900 Market Street
Philadelphia, PA 19103
All Officers and
Directors as a
Group (two persons)(2) 938,522 37.6%
(1) Outside Industrial Services, Inc. is a subsidiary of the Company and
Mrs. Chesnutt and Mrs. Dorrough serve as the directors of OIS.
(2) Mrs. Chesnutt and Mrs. Dorrough are the officers and directors of
Yucatan Holding Company.
(3) Mr. Gann is President of IFR. See "Management."
44
<PAGE>
SELLING SECURITY HOLDERS
The following table sets forth the name of each Selling Security Holder,
the amount of shares of Common Stock held directly or indirectly by each holder
on November 30, 1996, the amount of shares of Common Stock to be offered by each
such holder, the amount of Common Stock to be owned by each such holder
following sale of such shares of Common Stock and the percentage of shares of
Common Stock to be owned by each such holder following completion of such
offering.
<TABLE>
<CAPTION>
% of Class Shares % of Class
Name of Selling Number of Owned to be to be Owned
Security Holder Shares Owned Before Offering Offered After
Offering(2)
- --------------- ------------ --------------- ------- -------------
- ---
- -
<S> <C> <C> <C> <C>
Pequot Scout Fund 80,000 3.2% 80,000 0
Crestwood Capital Partners, L.P. 42,800 1.7% 42,800 0
Dr. Aiden O'Rourke 42,000 1.7% 42,000 0
Ed Hajim 40,000 1.6% 40,000 0
Crestwood Capital International, Ltd. 17,200 .7% 17,200 0
Susan Dorrough 70,000 2.8% 70,000 0
Mary Ann Richter 16,667 .7% 16.667 0
Patricia Saad 16,667 .7% 16,667 0
------- -------
Total 325,334 325,334
======= =======
</TABLE>
(1) The Selling Security Holders have not advised the Company of the
timing of their intention to sell the shares of the Company's Common Stock
following the date of this Prospectus.
(2) Assumes such Selling Security Holders are able to sell all
securities offered hereby.
The Company has agreed to pay for all costs and expenses incident to the
issuance, offer, sale and delivery of the Common Stock, including, but not
limited to, all expenses and fees of preparing, filing and printing the
Registration Statement and Prospectus and related exhibits, amendments and
supplements thereto and mailing of such items. The Company will not pay selling
commissions and expenses associated with any such sales by the Selling Security
Holders. The Company has agreed to indemnify the Selling Security Holders
against civil liabilities including liabilities under the Securities Act of
1933. The Selling Security Holders have advised the Company that sales of shares
of their Common Stock may be made from time to time by or for the accounts of
the Selling Security Holders in one or more transactions in the over-the-counter
market, in negotiated transactions or otherwise, at prices related to the
prevailing market prices or at negotiated prices.
45
<PAGE>
DESCRIPTION OF SECURITIES
COMMON STOCK
The Company is authorized by its Articles of Incorporation to issue
l0,000,000 shares of Common Stock, of which 2,503,542 were issued and
outstanding as of November 30, 1996. The holders of the Company's Common Stock
are entitled to receive dividends at such time and in such amounts as may be
determined by the Company's Board of Directors, and upon liquidation are
entitled to share ratably in the assets of the Company, subject to the rights of
the holders of any shares of preferred stock which may be outstanding, remaining
after the payment of all debts and other liabilities.
All shares of the Company's Common Stock have equal voting rights, each
share being entitled to one vote per share for the election of directors and all
other purposes. Holders of such Common Stock are not entitled to any preemptive
rights to purchase or subscribe for any of the Company's securities. All of the
Company's Common Stock which is issued and outstanding is fully paid and
non-assessable. Stockholders, including the holders of any series of preferred
stock outstanding, do not have cumulative voting rights, which means that the
holders of more than 50% of the shares voting for the election of Directors are
able to elect 100% of the Company's Directors.
It is not contemplated that any dividends will be paid on the Common
Stock, and the future ability to pay dividends will be dependent upon the
success of the Company's operations and the decision by its Board of Directors
at that time.
PREFERRED STOCK
The Company is authorized to issue 2,000,000 shares of preferred stock,
par value $.0001 per share, issuable in such series and bearing such voting,
dividend, conversion, liquidation and other rights and preferences as the Board
of Directors may determine. As of November 30, 1996 there are 30 shares of
Series A Preferred Stock, 30,000 shares of Series C Preferred Stock issued and
outstanding and 1,000,000 shares of Series D Preferred Stock issued and
outstanding, with 969,970 shares of preferred stock remaining without
designation.
The designations, rights and preferences of the Series A Preferred Stock
provide that the shares (a) have full voting rights, share for share, with the
then outstanding Common Stock of the Company as well as any other series of
preferred stock then outstanding, (b) are not convertible into any other class
46
<PAGE>
of equity of the Company, (c) are redeemable at any time at the Company's option
at par value of $.001 per share, (d) pay dividends at the sole discretion of the
Company's Board of Directors, (e) are not transferable without the consent of
the Company's Board of Directors, and (f) in the event of a liquidation or
winding up of the Company, carry a liquidation preference equal to par value,
without interest.
In connection with the acquisition of OIS (See "Business - Acquisition of
Prime and OIS"), the Company issued 70,000 shares of Series B Preferred Stock in
exchange for 51.9% of OIS. The designations, rights and preferences of the
Series B Preferred provided that the holder thereof (a) should receive annual
dividends equal to $.43 per share, (b) was entitled to full voting rights, share
for share, with any then outstanding Common Stock as well as with any other
class or series of stock of the Company having general voting power with the
Common Stock concerning any matter being voted upon by the Company's
stockholders, (c) was entitled to convert their shares of Series B Preferred
into shares of restricted Common Stock at any time on a one for one basis, and
(d) was redeemable at the option of the Company at $4.30 per share. On May 30,
1996 the holder of the Series B Preferred converted such stock into 70,000
shares of Common Stock which are included in the registration statement of which
this Prospectus forms a part. Subsequent to such conversion, the 70,000 shares
of Series B Preferred have been returned to the status of authorized but
unissued preferred stock without designation.
The designations, rights and preferences of the Series C Preferred Stock
provide that the shares (a) have no voting rights, (b) are not convertible into
any other class of equity of the Company, (c) are redeemable at any time at the
Company's option at an amount equal to the prior year's annual dividend as
previously set by action of the Company's Board of Directors, (d) pay dividends
at the sole discretion of the Company's Board of Directors, (e) are not
transferable without the consent of the Company's Board of Directors and (f) in
the event of a liquidation or winding up of the Company, carry a liquidation
preference equal to par value, without interest. An annual dividend rate of
$36,000 for the calendar year of 1995 was set by the Board of Directors and paid
in accordance therewith. For the calendar year of 1996 the Board of Directors
has determined that dividends, if any, on the Series C Preferred Stock will be
paid at its discretion. As of the date hereof, no dividends have been declared
or paid and it is not anticipated that any will be declared for paid during the
balance of calendar 1996.
The designations, rights and preferences of the Series D Preferred Stock
provide that the shares (a) have full voting rights, share for share, with the
47
<PAGE>
then outstanding Common Stock of the Company as well as any other series of
preferred stock then outstanding, (b) are not convertible into any other class
of equity of the Company, (c) are redeemable at any time at the Company's option
at a price per share to be mutually agreed upon by the Company and the holder at
the time of redemption, (d) do not pay any dividends, and (e) in the event of a
liquidation or winding up of the Company, carry a liquidation preference equal
to par value, without interest.
OVER-THE-COUNTER MARKET
The Company's Common Stock is traded on the OTC Bulletin Board under the
symbol "WFSC." The Company has applied for inclusion of its Common Stock on the
NASDAQ System (Small Cap). On January 24, 1996 the Company received written
comments from the staff of the NASD generally requesting clarification on the
Company's treatment of certain items on the Company's audited financial
statements for the year ended June 30, 1996 which resulted in goodwill. The
Company's auditors have concurred with the Company's treatment of such items.
Following the filing of its annual report on Form 10-KSB for the fiscal year
ended June 30, 1996, the Company intends to complete its application process for
listing on the NASDAQ system. While there can be no assurances the listing will
be granted, management believes that the Company will be able to adequately
respond to the staff's comments in such a fashion so as to complete the listing
process. If for any reason the Common Stock is not accepted for inclusion on the
NASDAQ System, then in such case the Company's Common Stock would be expected to
continue to be traded in the over-the-counter markets through the "pink sheets"
or the NASD's OTC Bulletin Board. In the event the Common Stock were not
included in the NASDAQ System, the Company's Common Stock would be covered by a
Securities and Exchange Commission rule that imposes additional sales practice
requirements on broker-dealers who sell such securities to persons other than
established customers and accredited investors (generally institutions with
assets in excess of $5,000,000 or individuals with net worth in excess of
$1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their
spouse). For transactions covered by the rule, the broker-dealer must make a
special suitability determination for the purchaser and receive the purchaser's
written agreement to the transaction prior to the sale. Consequently, the rule
may affect the ability of broker-dealers to sell the Company's securities and
also may affect the ability of purchasers in this offering to sell their shares
in the secondary market. The ability of the Company to secure a symbol on the
NASDAQ System does not imply that a meaningful trading market in its Common
Stock will ever develop.
48
<PAGE>
Transfer Agent
The Transfer Agent for the shares of Common Stock is Florida Atlantic
Stock Transfer, Inc., 5701 North Pine Island Road, Suite 325, Tamarac, Florida
33321.
CERTAIN MARKET INFORMATION
As of November 30, 1996, 2,503,542 shares of the Company's Common Stock
are outstanding of which 1,421,964 shares are "restricted securities," as such
term is defined under the Securities Act of 1933, inclusive of the 325,334
shares of Common Stock to be registered for possible resale pursuant to the
Registration Statement of which this Prospectus is a part.
In general, Rule 144 (as presently in effect), promulgated under the Act,
permits a stockholder of the Company who has beneficially owned restricted
shares of Common Stock for at least two years to sell without registration,
within any three-month period, such number of shares not exceeding the greater
of 1% of the then outstanding shares of Common Stock or, if the Common Stock is
quoted on NASDAQ, the average weekly trading volume over a defined period of
time, assuming compliance by the Company with certain reporting requirements of
Rule 144. Furthermore, if the restricted shares of Common Stock are held for at
least three years by a person not affiliated with the Company (in general, a
person who is not an executive officer, director or principal stockholder of the
Company during the three-month period prior to resale), such restricted shares
can be sold without any volume limitation. Any sales of shares by stockholders
pursuant to Rule 144 may have a depressive effect on the price of the Company's
Common Stock.
LEGAL MATTERS
Legal matters in connection with the securities being offered hereby will
be passed upon for the Company by Atlas, Pearlman & Trop, P.A., 200 East Las
Olas Boulevard, Suite 1900, Fort Lauderdale, Florida 33301.
EXPERTS
The consolidated financial statements of Workforce Systems Corp. for the
years ended June 30, 1996 and 1995 appearing in this Prospectus and Registration
Statement have been audited by Lyle H. Cooper, independent certified public
accountants, as set forth in their report thereon appearing elsewhere herein and
in the Registration Statement, and are included in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.
49
<PAGE>
ADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange Commission, 450
Fifth Street, Washington, D.C., a Registration Statement on Form SB-2 under the
Securities Act of 1933 with respect to the securities offered hereby. This
Prospectus does not contain all of the information set forth in the Registration
Statement and the exhibits thereto. For further information about the Company
and the securities offered hereby, reference is made to the Registration
Statement and to the exhibits filed as a part thereof. The statements contained
in this Prospectus as to the contents of any contract or other document
identified as exhibits in this Prospectus are not necessarily complete, and in
each instance, reference is made to a copy of such contract or document filed as
an exhibit to the Registration Statement. The Registration Statement, including
exhibits, may be inspected without charge at the principal reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
and copies of all or any part thereof may be obtained upon payment of fees
prescribed by the Commission from the Public Reference Section of the Commission
at its principal office in Washington, D.C. set forth above. The Company has
recently begun filing reports and information statements electronically. The
Commission maintains a Web site that contains reports, proxy and information
statements and other information regarding issuers that file electronically with
the Commission. The address of such site is http://www.sec.gov.
50
<PAGE>
- --------------------------------------------------------------------------------
INDEX TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Page
----
<S> <C>
Three Months Ended September 30, 1996
- -------------------------------------
Consolidated Balance Sheets at September 30, 1996 (Unaudited) F-2
and June 30, 1995 (Audited)
Consolidated Statements of Operations for the three months ended September 30,
1996 and 1995 (Unaudited) F-4
Consolidated Statements of Stockholders' Equity for the three month period
ended September 30, 1996 (Unaudited) F-5
Consolidated Statements of Cash Flow for the three months ended September 30,
1996 and 1995 (Unaudited) F-6
Notes to the Unaudited Consolidated Financial Statements F-7
For the Fiscal Year Ended June 30, 1996 and 1995
- ------------------------------------------------
Accountants Report F-8
Consolidated Balance Sheets F-9
Consolidated Statements of Income and Retained Earnings F-11
Consolidated Statements of Stockholder's Equity F-12
Consolidated Statements of Cash Flows F-13
Notes to Financial Statements F-14
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
WORKFORCE SYSTEMS CORP.
CONSOLIDATED BALANCE SHEETS
- --------------------------------------------------------------------------------
September 30, June 30,
1996 1996
------------ ------------
(unaudited)
ASSETS
CURRENT ASSETS
Cash $ 201,069 $ 938,487
Receivables:
Trade accounts receivables, no allowance
necessary 649,829 633,188
Inventory 1,758,823 1,412,896
Prepaid expenses 674,226 711,510
Deferred income tax assets 115,000 115,670
------------ ------------
Total Current Assets 3,398,947 3,811,751
PROPERTY, PLANT AND EQUIPMENT
Land 156,503 156,503
Building and improvements 1,381,460 1,380,422
Machinery and equipment 1,697,035 1,525,921
Mineral exploration 679,484 700,000
Autos and trucks 181,003 146,428
Accumulated depreciation (160,356) (132,856)
------------ ------------
Total Property, Plant and Equipment 3,935,129 3,776,418
OTHER ASSETS
Intangibles, net of accumulated amortization
of $249,648 and $209,658, respectively 4,546,240 4,344,771
------------ ------------
$ 11,880,316 $ 11,932,940
============ ============
F-2
<PAGE>
- --------------------------------------------------------------------------------
WORKFORCE SYSTEMS CORP.
CONSOLIDATED BALANCE SHEETS
- --------------------------------------------------------------------------------
September 30, June 30,
1996 1996
----------- -----------
(unaudited)
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
Accounts Payable $ 338,356 $ 390,895
Accrued expenses 72,371 113,437
Accrued federal & state income taxes 325,000 326,780
Deferred income tax liability 326,780 253,261
Current portion of long term debt 275,000 254,159
----------- -----------
Total Current Liabilities 1,337,507 1,338,532
NON CURRENT DEFERRED INCOME TAXES 297,475 342,473
LONG TERM DEBT, less current portion 491,668 539,207
RELATED PARTY NOTE PAYABLE -- 132,667
STOCKHOLDER'S EQUITY
Preferred stock, $.001 par value, 2,000,000
shares authorized,
30 shares of Series A issued and outstanding
30,000 shares of Series C issued and
and outstanding
1,000,000 shares of Series D issued
and outstanding 1,100 1,100
Common stock, $.001 par value, 10,000,000 shares
authorized, 2,420,836 shares issued 2,421 2,421
and outstanding
Paid in capital 8,568,941 8,568,941
Retained earnings 1,181,204 1,007,599
----------- -----------
Total Stockholders' Equity 9,753,666 9,580,061
----------- -----------
$11,880,316 $11,932,940
=========== ===========
F-3
<PAGE>
- --------------------------------------------------------------------------------
WORKFORCE SYSTEMS CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
- --------------------------------------------------------------------------------
For the three
months ended
September 30,
-----------------------
1996 1995
---------- ----------
(unaudited) (unaudited)
Revenues earned $1,157,371 $1,104,439
Cost of revenues earned 673,797 618,372
---------- ----------
Gross Profit 483,574 486,067
Selling, general and administrative expenses 222,469 231,724
---------- ----------
Income from operations 261,105 254,343
Income tax provision 87,500 90,000
---------- ----------
Net Income $ 173,605 $ 164,343
========== ==========
Earnings per common and common equivalent share:
Net income before payment of dividends $ 173,605 $ 164,343
Dividends paid 0 19,317
---------- ----------
Net income available to common shareholders $ 173,605 $ 145,026
========== ==========
Earnings Per Share:
Net Income $ .07 $ .10
Average weighted shares outstanding 2,410,836 1,503,724
F-4
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
WORKFORCE SYSTEMS CORP.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
for the three months ended September 30, 1996
(unaudited)
- --------------------------------------------------------------------------------------------------------------
Preferred stock Common stock
$.001 par value $.001 par value
2,000,000 shares 10,000,000 shares
authorized authorized
1,030,030 2,420,836 Additional Total
shares issued shares issued Paid-In Retained Stockholders'
and outstanding and outstanding Capital Earnings Equity
--------------- --------------- ------- -------- ------
<S> <C> <C> <C> <C> <C>
Balance, June 30, 1996 $ 1,100 $ 2,421 $8,568,941 $1,007,599 $9,580,061
Net income for the three months
ended September 30, 1996 -- -- -- 173,605 173,605
---------- ---------- ---------- ---------- ----------
Balance, September 30, 1996 $ 1,100 $ 2,421 $8,568,941 $1,181,204 $9,753,666
========== ========== ========== ========== ==========
</TABLE>
F-5
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
WORKFORCE SYSTEMS CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
- -------------------------------------------------------------------------------------------------
For the three For the three
months ended months ended
September 30, September 30,
1996 1995
--------- ---------
(unaudited) (unaudited)
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 173,605 $ 164,343
Adjustments to reconcile net income to
net cash provided by operating activities:
Amortization and depreciation 67,500 67,511
Changes in operating assets and liabilities:
(Increase) in receivables (16,641) (49,031)
(Increase) decrease in prepaid expense 37,284 8,979
(Increase) in inventory (345,927) (146,885)
Decrease in deferred income tax asset 670 --
(Decrease) in accounts payable (52,539) (30,279)
Increase (decrease) in accrued federal & state taxes 71,739 (13,274)
Increase (decrease) in miscellaneous liabilities (41,066) (72,079)
Increase in current portion of long term debt 20,841 --
--------- ---------
Net Cash Provided (Used) by Operating Activities (84,534) (70,715)
INVESTING ACTIVITIES:
(Increase) in start-up costs (201,469) --
(Increase) in property, plant and equipment (226,211) (184,934)
--------- ---------
Net Cash Provided (Used) by Investing Activities (427,680) (184,934)
FINANCING ACTIVITIES:
(Decrease) in long term debt (47,539) (19,229)
(Decrease) in non-current deferred income taxes (44,998) --
Dividends paid -- (19,317)
Increase (Decrease) in related party note payable (132,667) 273,676
--------- ---------
Net Cash Provided (Used) by Financing Activities (225,204) 235,130
--------- ---------
Net (Decrease) in Cash and Cash Equivalents (737,418) (20,519)
Cash and Cash Equivalents, Beginning of Period 938,487 91,652
--------- ---------
Cash and Cash Equivalents, End of Period $ 201,069 $ 71,133
========= =========
</TABLE>
F-6
<PAGE>
- --------------------------------------------------------------------------------
WORKFORCE SYSTEMS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 1996
- --------------------------------------------------------------------------------
Note 1 - Basis of Presentation
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instruction of Form 10-QSB and Article 310 of
Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three month period ended September 30,
1996 are not necessarily indicative of the results that may be expected for the
year ended June 30, 1997.
For further information, refer to the consolidated financial statements
and footnotes thereto included in the Company's annual report on Form 10-KSB for
the year ended June 30, 1996 as filed with the Securities and Exchange
Commission.
F-7
<PAGE>
LYLE H. COOPER
Certified Public Accountant
9051 Executive Park Drive
Suite 103
Knoxville, Tennessee 37923
Telephone: 423-691-8132 Telecopier: 423-691-8209
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders
of Workforce Systems Corp.
I have audited the accompanying consolidated balance sheets of Workforce Systems
Corp. (a Florida Corporation) and subsidiaries as of June 30, 1996 and 1995, and
the related consolidated statements of income, retained earnings, and cash flows
for the years then ended. These consolidated financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these consolidated financial statements based on my audits.
I conducted my audits in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audits to obtain reasonable
assurance about whether the consolidated financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial statements.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. I believe that my audits provide a reasonable basis for
my opinion.
In my opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Workforce Systems
Corp. and subsidiaries as of June 30, 1996, and , and the results of their
operations and their cash flows for the years then ended.
October 12, 1996
Lyle H. Cooper
Certified Public Accountant
F-8
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
WORKFORCE SYSTEMS CORP.
CONSOLIDATED BALANCE SHEETS
- -----------------------------------------------------------------------------------------
June 30, June 30,
1996 1995
---- ----
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 938,487 $ 91,652
Receivables:
Trade accounts receivable, no allowance necessary 633,188 197,438
Related party trade accounts receivable -- 855,432
Related party advances and note receivable -- 15,915
Interest -- 1,625
Inventory 1,412,896 769,283
Prepaid expenses 711,510 45,855
Deferred income tax assets 115,670 15,670
------------ ------------
Total Current Assets 3,811,751 1,992,870
PROPERTY, PLANT AND EQUIPMENT
Land 156,503 150,000
Building and improvements 1,380,422 756,942
Machinery and equipment 1,525,921 1,007,073
Mineral exploration 700,000 --
Autos and trucks 146,428 136,169
Accumulated depreciation (132,856) (22,766)
------------ ------------
Total Property, Plant and Equipment 3,776,418 2,027,418
OTHER ASSETS
Intangibles, net of accumulated amortization
of $ 209,658 and $ 40,346, respectively 4,344,771 3,345,885
------------ ------------
$ 11,932,940 $ 7,366,173
============ ============
</TABLE>
F-9
<PAGE>
<TABLE>
<CAPTION>
June 30, June 30,
1996 1995
---- ----
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 390,895 $ 437,342
Accrued expenses 113,437 121,511
Accrued federal & state income taxes 326,780 243,669
Deferred income tax liability 253,261 70,150
Current portion of long term debt 254,159 250,626
----------- -----------
Total Current Liabilities 1,338,532 1,123,298
NON CURRENT DEFERRED INCOME TAXES 342,473 176,250
LONG TERM DEBT, less current portion 539,207 720,457
RELATED PARTY NOTE PAYABLE 132,667 936,770
STOCKHOLDERS' EQUITY
Series A Preferred stock, $ .001 par value, 30 shares
authorized, 30 shares issued and outstanding -- --
Series B Preferred stock, $ .001 par value, 70,000 shares
authorized, 0 and 70,000 shares issued and outstanding -- 70
Series C Preferred stock, $ .001 par value, 30,000 shares
authorized, 30,000 shares issued and outstanding 30 30
Series D Preferred stock, $ .001 par value, 1,000,000 shares
authorized, shares issued and outstanding 1,000 --
Common stock, $ .001 par value, 10,000,000 shares
authorized, 2,420,836 and 1,503,724 shares issued
and outstanding 2,421 1,504
Paid in capital 8,569,011 4,075,155
Retained earnings (deficit) 1,007,599 332,639
----------- -----------
Total Stockholders' Equity 9,580,061 4,409,398
----------- -----------
$11,932,940 $ 7,366,173
=========== ===========
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
F-10
<PAGE>
- --------------------------------------------------------------------------------
WORKFORCE SYSTEMS CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
- --------------------------------------------------------------------------------
For the year For the year
ended ended
June 30, 1996 June 30, 1995
------------- -------------
Revenues earned, net of returns
and allowances $3,820,680 $2,825,030
Cost of revenues earned 2,145,593 1,913,317
---------- ----------
Gross profit 1,675,087 911,713
Selling, general and administrative expense 612,875 234,240
---------- ----------
Income from operations 1,062,212 677,473
Income tax provision 332,445 239,400
---------- ----------
Net income $ 729,767 $ 438,073
========== ==========
Earnings per common and common
equivalent share
Net income $ 729,767 $ 438,073
Less: Dividends paid 54,807 79,383
Net income available to common
shareholders $ 674,960 $ 358,690
========== ==========
Net income $ .40 $ .33
Weighted average shares outstanding 1,686,131 1,086,939
The accompanying notes are an integral part of these consolidated financial
statements.
F-11
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
WORKFORCE SYSTEMS CORP.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
as of and for the years ended June 30, 1996 and 1995
- --------------------------------------------------------------------------------------------------------------------------------
Preferred stock Common stock
$.001 par value .001 par value,
2,000,000 shares 10,000,000 shares
authorized authorized
1,100,030 2,420,836 Additional Total
shares issued shares issued Paid-In Retained Stockholders'
and outstanding and outstanding Capital Earnings Equity
--------------- --------------- ------- -------- ------
<S> <C> <C> <C> <C> <C>
Balance June 30, 1994 $ 70 $ 1,011 $ 352,749 $ (26,051) $ 327,779
Issuance of 30 shares of Series A Preferred
and 30,000 shares of Series C Preferred 30 - - - 30
Issuance of 492,285 shares of common stock - 493 3,722,406 3,722,899
Dividends paid - - (79,383) (79,383
Net income for the year ended
June 30, 1995 - - - 438,073 438,073
------- --------- ------------ ---------- ------------
Balance June 30, 1995 $ 100 $ 1,504 $ 4,075,155 $ 332,639 $ 4,409,398
Issuance of 1,000,000 shares of preferred
stock Series D 1,000 - - - 1,000
Issuance of 132,466 shares of common stock 132 674,868 675,000
Issuance of 80,000 shares of common stock 80 399,920 400,000
Issuance of 281,000 shares of common stock 281 1,404,719 1,405,000
Issuance of 17,500 shares of common stock 17 68,046 68,063
Issuance of 170,322 shares of common stock 170 936,600 936,770
Issuance of 222,000 shares of common stock 222 935,528 935,750
Issuance of 14,824 shares of common stock 15 74,105 74,120
Conversion of Series B Preferred (70) 70 -
Dividends paid - - - (54,807) (54,807)
Net income for the year ended
June 30, 1996 - - - 729,767 729,767
------- --------- ------------ ---------- ------------
Balance June 30, 1996 $ 1,030 $ 2,421 $ 8,569,011 $1,007,599 $ 9,580,061
======= ========= ============ ========== ============
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
F-12
<PAGE>
- --------------------------------------------------------------------------------
WORKFORCE SYSTEMS CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
- --------------------------------------------------------------------------------
For the year For the year
ended ended
June 30, 1996 June 30, 1995
------------- -------------
OPERATING ACTIVITIES:
Net income $ 729,767 $ 438,073
Adjustments to reconcile net income to
net cash provided by operating activities
Amortization 169,311 40,000
Depreciation 111,131 12,000
Gain on sale of fixed asset (701) --
Increase (decrease) in deferred income tax 332,445 58,750
(Increase) decrease in:
Trade account receivable (435,750) (175,389)
Related party trade account receivable 871,347 (855,432)
Inventory (643,613) (615,025)
Other current assets (34,030) (45,120)
Increase (decrease) in:
Accounts payable (46,447) 415,291
Accrued expenses (8,074) 198,031
----------- -----------
Net Cash Provided (Used) by Operating Activities 1,045,386 (528,821)
INVESTING ACTIVITIES:
Related party -- 49,085
Proceeds from sale of fixed assets 12,159 --
Purchase of property and equipment (771,589) (1,268,428)
Acquisition costs (395,135) --
----------- -----------
Net Cash Used by Investing Activities (1,154,565) (1,219,343)
FINANCING ACTIVITIES:
Proceeds from related party loans 132,668 936,770
Payments on long term debt (204,213) --
Proceeds from long term debt 26,496 971,083
Proceeds from sale of common stock 1,055,870 --
Dividends paid (54,807) (79,383)
----------- -----------
Net Cash Provided (Used) by Financing Activities 956,014 1,828,470
----------- -----------
(Decrease) Increase in Cash and Cash Equivalents 846,835 80,306
Cash and Cash Equivalents, Beginning of Period 91,652 11,346
----------- -----------
Cash and Cash Equivalents, End of Period $ 938,487 $ 91,652
=========== ===========
The accompanying notes are an integral part of these consolidated financial
statements.
F-13
<PAGE>
- --------------------------------------------------------------------------------
WORKFORCE SYSTEMS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
as of and for the years ended June 30, 1996 and 1995
- --------------------------------------------------------------------------------
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
Workforce Systems Corp. (the "Company") was formed on August 17, 1992, and
through its subsidiaries operate in the following industries:
STAFFING - Through its subsidiaries, Outside Industrial Services, Inc.
("OPS") and American Industrial Management, Inc. ("AIM") both located in
East Tennessee, the Company supplies specialized labor services on a
contract basis to businesses in the Tennessee area.
CONSUMER PRODUCTS - Through its subsidiary Products that Produce, Inc.
("PTP") located in South Florida, the Company is responsible for marketing
Mr. Food's AlloFresh and specializes in identifying, developing and
marketing innovative new consumer products. Through its subsidiary NHP
Manufacturing Corp. ("NHPM"), located in Tennessee, the Company is
responsible for the manufacturing of Thawmaster thawing trays and other
consumer products.
MANUFACTURING - Through its subsidiaries Industrial Fabrication and Repair,
Inc. ("IFR") and Maintenance Requisition Order Corp. ("MRO") all located in
the Southeastern United States, the Company provides specialized
fabrication, machining and design of maintenance and production equipment.
In addition, the Company serves as an authorized distributor for a full
line of power transmission products.
PRINCIPLES OF CONSOLIDATION
The Consolidated Financial Statements include the accounts of the Company and
all majority-owned subsidiaries. All material transactions between the
consolidated companies are eliminated.
INVENTORIES
Inventories are stated at the lower of cost or market. As part of the purchase
price allocation on the acquisition of IFR the inventory carrying value was
increased by $ 154,258 during the year ended June 30, 1995. Approximately
$ 50,000 was charged to cost of goods sold during the year ended June 30, 1996.
F-14
<PAGE>
- --------------------------------------------------------------------------------
WORKFORCE SYSTEMS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
as of and for the years ended June 30, 1996 and 1995
- --------------------------------------------------------------------------------
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Inventories were as follows at June 30, 1996:
Staffing Consumer Manufacturing Total
Products
Finished goods $ 0 $ 251,454 $ 938,942 $ 1,190,396
Work in process 0 32,500 65,000 97,500
Materials 0 30,000 95,000 125,000
-------- --------- ----------- -----------
$ 0 $ 313,954 $ 1,098,942 $ 1,412,896
======== ========= =========== ===========
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Property and Equipment
Property, plant and equipment are stated at cost. Major renewals and
improvements are capitalized, while maintenance and repairs are expensed when
incurred. The cost and accumulated depreciation for property, plant and
equipment sold, retired, or otherwise disposed of are relieved from the
accounts, and resulting gains or losses are reflected in income. Depreciation is
computed over the estimated useful lives of depreciable assets using the
straight-line method.
For each classification of property, plant, and equipment depreciable life is as
follows.
Building and improvements 20 yrs
Machinery and equipment 15 yrs
Furniture, fixtures and office equipment 7 yrs
Mineral exploration 10 yrs straight-line and
units of production
Automobiles 5 yrs
Depreciation expense for the years ended June 30, 1996, and 1995, was $ 111,131,
and $ 12,000, respectively.
F-15
<PAGE>
- --------------------------------------------------------------------------------
WORKFORCE SYSTEMS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
as of and for the years ended June 30, 1996 and 1995
- --------------------------------------------------------------------------------
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Included in the cost of the building at June 30, 1996 is approximately $ 500,000
in cash payments for materials and labor directly related to getting the
building ready for its intended use. No overhead was charged to the cost of the
building for the year ended June 30, 1995.
During the year ended June 30, 1996, the Company successfully completed the
prospecting, property leasing, geophysical analysis, excavation and processing
of minerals for use in a variety of consumer and commercial applications. The $
700,000 in mineral costs were paid pursuant to the issuance of 140,000 shares of
common stock. The first application was unrolled and sales commenced in the
first quarter or fiscal 1997. The Company has entered into a 10 year lease
involving the land upon which the mineral is located.
During the year ended June 30, 1996, the Company entered into contracts to
develop and maintain Internet web sites ultimately as an Internet provider to
market its consumer products and through its manufacturing division, its
inventory of refurbished gear boxes and other power transmission components
internationally. The Company's cost in developing the above is approximately $
400,000 and is expected to be fully operational by December 31, 1996.
MINERAL EXPLORATION AND DEVELOPMENT
It is the Company's policy to capitalize mineral exploration and development
costs only after successful prospecting, acquisition of mineral rights and the
geophysical analysis are complete and an economically recoverable mineral
reserve is established. The associated costs are depreciated over the estimated
useful life of the mineral reserve.
INTANGIBLES, ACQUISITION AND STARTUP COSTS
Intangibles at June 30, 1996 and 1995 consisted of the following:
Year Year
Ended Ended
June 30, 1996 June 30, 1995
------------- -------------
Goodwill $ 1,405,629 $ 1,405,629
Acquisition Costs 2,057,492 1,980,602
Startup Costs 1,091,308 -
------------- -------------
4,554,429 3,386,231
Less Accumulated Amortization 209,658 40,346
------------- -------------
$ 4,344,771 $ 3,345,885
============= =============
F-16
<PAGE>
- --------------------------------------------------------------------------------
WORKFORCE SYSTEMS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
as of and for the years ended June 30, 1996 and 1995
- --------------------------------------------------------------------------------
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Goodwill represents the excess of the purchase price over the fair value of the
net assets acquired. The unamortized excess cost is being amortized by the
straight-line method over 20 years. Amortization expense was $ 70,281, and $
5,000, for the years ended June 30, 1996, and 1995, respectively.
Acquisition cost represents the value of stock issued in payment for the
external acquisition costs incurred in the acquisitions of OPS, NHPM, and IFR
and is being amortized by the straight-line method over 20 years. Amortization
expense was $ 99,030, $ 35,346 for the years ended June 30, 1996 and 1995,
respectively.
Startup cost represents pre-operating expenses incurred in the development of
Mr. Food's AlloFresh under the Company's consumer products division, PTP, and is
being amortized by the straight-line method over two years. No amortization has
been taken on the startup for the year ended June 30, 1996, as such products
were not introduced until the first quarter of fiscal 1997.
Startup and pre-operating costs included the following at June 30, 1996:
Direct startup and operating costs $ 382,154
Direct development costs 709,154
-----------
$ 1,091,308
===========
INCOME TAXES
In connection with the acquisition of IFR as previously discussed, the Company
established total deferred income taxes of $ 235,000 to provide for the
difference in book value and tax basis resulting from recording IFR assets at
fair market value. In addition, the Company computed its tax liability based on
approximate state and federal statutory rates in accordance with FASB 109. Other
deferred tax assets and liabilities are recorded to provide for timing
differences.
REVENUE RECOGNITION
Revenue from product sales in the consumer products division and in the
manufacturing division is recognized at the time of shipment. Revenue in the
staffing division is recognized when the related payroll costs are incurred.
F-17
<PAGE>
- --------------------------------------------------------------------------------
WORKFORCE SYSTEMS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
as of and for the years ended June 30, 1996 and 1995
- --------------------------------------------------------------------------------
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE
Earnings per common and common equivalent share were computed by dividing net
income, adjusted by the dividends paid to a common shareholder of OPS pursuant
to a management agreement and for dividends paid to the other preferred
shareholders, by the weighted average number of shares of Common Stock and
Common Stock equivalents outstanding at the end of June 30, 1995.
NOTE 2 - CONCENTRATION OF CREDIT RISK
The Company maintains its cash in bank deposit accounts which, at times, may
exceed federally insured limits. The Company has not experienced any losses in
such accounts. The Company believes it is not exposed to any significant credit
risk on cash and cash equivalents.
NOTE 3 - PREPAID ADVERTISING
Included in prepaid expenses is $ 500,000 in prepaid advertising costs for media
spots incurred in connection with the Company's consumer products division. The
advertising costs will be expensed when the related products are advertised in
fiscal 1997.
NOTE 4 - ACQUISITIONS AND EXPANSIONS
EXPANSION OF OPERATIONS - NHP MANUFACTURING CORP.
On November 4, 1994, the Company entered into an agreement with Naturale Home
Products, Inc. ("Naturale") whereby the Company was named the exclusive
manufacturer through a to-be-established wholly-owned subsidiary of the Company
for all products developed and marketed by Naturale, including the Thaw Master
(TM) thawing trays. The material terms of the agreement provided that the
Company at its option could either continue the contract manufacturing currently
in effect with an unaffiliated third party on a sub-contract basis, establish
additional manufacturing facilities operated by the Company or sub-contract the
manufacturing to other third parties. The agreement further provided that the
Company would establish a wholly-owned subsidiary and capitalize such subsidiary
with a minimum of $ 350,000 which such funds would be used to (i) undertake the
manufacturing operations, (ii) provide an inventory of products and (iii)
working capital. Pursuant to this agreement, the Company established NHP
Manufacturing Corp., a Florida corporation ("NHP") which is wholly-owned
subsidiary of the Company. At June 30, 1995, the Company had compiled with the
terms of the contract. In connection with the above the Company issued 170,500
shares of Common Stock.
F-18
<PAGE>
- --------------------------------------------------------------------------------
WORKFORCE SYSTEMS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
as of and for the years ended June 30, 1996 and 1995
- --------------------------------------------------------------------------------
NOTE 4 - ACQUISITIONS AND EXPANSIONS (CONTINUED)
The transaction was recorded as follows:
Contract rights $1,120,185
==========
Stock issued $1,120,185
==========
Pro forma results of operations are not applicable as no royalty or
manufacturing contract existed prior to the transaction.
ACQUISITION OF INDUSTRIAL FABRICATION & REPAIR, INC.
On May 22, 1995, the Company acquired 100 % of the issued and outstanding
capital stock (the "IFR Stock") of Industrial Fabrication & Repair, Inc. ("IFR")
from its sole shareholder who was a non-affiliated third party to the Company in
a private transaction exempt from registration under applicable federal and
state securities laws as well as being tax-free pursuant to Section 368 of the
Internal Revenue Code of 1986, as amended, in exchange for 125,925 shares of the
Company's Common Stock. The Company granted such exchanging IFR shareholder a 24
month right of first refusal as to the IFR Stock in the event of a change of
control of the Company (as defined in the Agreement) of if the Company should
desire to transfer the IFR Stock or sell all or substantially all of IFR's
assets.
IFR based in Knoxville, Tennessee, provides specialized contracting, machinery,
tools and design work, and sells power transmission supplies. The principle
followed in determining the amount of consideration paid by the Company was a
multiple of book value of IFR, such book value having been adjusted to reflect
the fair market value of readily identifiable tangible assets recorded in the
books and records of IFR at April 30, 1995. In addition the Company acquired a
building and property to house the expanded operations of IFR through the
assumption of debt and cash of approximately $ 850,000. In conjunction with the
above IFR and real property acquisition the Company issued 183,300 shares of
Common Stock in conjunction with finders fees, consulting and professional fees
directly associated with the acquisition of the new facility and the acquisition
of IFR.
F-19
<PAGE>
- --------------------------------------------------------------------------------
WORKFORCE SYSTEMS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
as of and for the years ended June 30, 1996 and 1995
- --------------------------------------------------------------------------------
NOTE 4 - ACQUISITIONS AND EXPANSIONS (CONTINUED)
The IFR and Building transaction was recorded as follows:
Inventory $ 494,070
Equipment 478,678
Autos and trucks 136,169
Leasehold improvements 39,074
Land and building 906,942
Other assets 315,208
Goodwill & acquisition costs 1,855,751
------------
$ 4,225,892
============
Liabilities $ 669,869
Deferred taxes 235,000
Stock issued 3,321,023
------------
$ 4,225,892
============
The transaction was accounted for as a purchase. The purchase price assigned to
the net assets acquired were based on the fair value of such assets and
liabilities on the transaction date.
The following unaudited pro forma summary presents the consolidated results of
operations of the Company as if the business combination had occurred on June
30, 1994:
Year
Ended
June 30, 1995
-------------
Revenue $ 5,069,916
Net Earnings $ 357,106
Earnings per share $.26
The above amounts are based upon certain assumptions and estimates which the
Company believes are reasonable. The pro forma results do not necessarily
represent results which would have occurred if the business combination had
taken place at the date and on the basis assumed above.
F-20
<PAGE>
- --------------------------------------------------------------------------------
WORKFORCE SYSTEMS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
as of and for the years ended June 30, 1996 and 1995
- --------------------------------------------------------------------------------
NOTE 4 - ACQUISITIONS AND EXPANSIONS (CONTINUED)
ACQUISITION OF AMERICAN INDUSTRIAL MANAGEMENT, INC.
In February 1996, the Company acquired 100% of the issued and outstanding
capital stock of American Industrial Management, Inc. ("AIM") in exchange for
17,500 shares of the Company's Common Stock.
The AIM transaction was recorded as follows:
Cash acquired $ 20,124
Receivables assumed 42,279
Equipment 3,066
Goodwill & acquisition costs 76,890
---------
$ 142,359
=========
Liabilities $ 74,333
Stock 68,026
---------
$ 142,359
=========
The transaction was accounted for as a purchase. The purchase price assigned to
the net assets acquired were based on the fair value of such assets and
liabilities on the transaction date.
AIM's results of operations subsequent to February 1996 are included in these
financial statements. Pro forma results of operation are not presented as the
amounts are insignificant.
EXPANSION OF OPERATIONS - PRODUCTS THAT PRODUCE
In October 1995, following the initial success of NHPM, The Company formed a
consumer products division and incorporated Products That Produce, Inc. ("PTP")
to expand into the consumer products industry. PTP business plan provides that
it will assist inventors of fresh, innovative consumer products in getting those
products to market through the provision of a wide array of comprehensive
services, including everything from package design, to manufacturing, to
receivables financing.
F-21
<PAGE>
- --------------------------------------------------------------------------------
WORKFORCE SYSTEMS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
as of and for the years ended June 30, 1996 and 1995
- --------------------------------------------------------------------------------
NOTE 4 - ACQUISITIONS AND EXPANSIONS (CONTINUED)
EXPANSION OF OPERATIONS - MAINTENANCE REQUISITION ORDER CORP.
In June 1996, the Company formed Maintenance Requisition Order Corp. to serve as
an authorized distributor for a full line of power transmission products and to
expand its operating territory.
NOTE 5 - STATEMENTS OF CASH FLOWS SUPPLEMENTARY DISCLOSURES
The Company considers deposits in banks, certificates of deposit and highly
liquid investments with an original maturity of three months or less as cash and
cash equivalents for the purpose of the Statement of Cash Flows.
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS
Cash paid (received) for
Year Year
Ended Ended
June 30, 1996 June 30, 1995
------------- -------------
Interest $ 62,632 $ -
Income taxes $ 18,500 $ 38,997
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES
During the year ended June 30, 1996, the Company issued 157,500 shares of common
stock in connection with the startup and acquisition of PTP and AIM, issued
80,000 shares of common stock in connection with the development and maintenance
of web sites on the Internet, issued 140,000 shares of common stock in
connection with mine exploration, issued 132,466 shares of common stock in
connection with advertising and legal fees, and issued 14,824 shares of common
stock in connection with certain operating expenses in transactions not
affecting cash flows. Total value of the stock issued was $ 2,344,823. In
addition, during the year ended June 30, 1996, a note payable of $ 936,770 was
converted to 170,322 shares of common stock in a transaction not affecting cash.
During the year ended June 30, 1995, the Company issued 492,275 shares of common
stock in connection with the start up and acquisition of NHP Manufacturing and
IFR and in connection with the acquisition of land and building. The total value
of the stock issued was $ 3,772,899.
F-22
<PAGE>
- --------------------------------------------------------------------------------
WORKFORCE SYSTEMS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
as of and for the years ended June 30, 1996 and 1995
- --------------------------------------------------------------------------------
NOTE 5 - STATEMENTS OF CASH FLOWS SUPPLEMENTARY DISCLOSURES (CONTINUED)
The Company values securities exchanged in acquisitions and or for goods and
services at current closing bid price at the date the parties came to a mutual
understanding of the terms of the arrangement and agree to a binding contract.
Transactions involving securities with restrictions issued in exchange for the
above are valued at approximately 75% of the closing bid price using the
aforementioned date.
NOTE 6 - LEASE OBLIGATIONS
CAPITAL LEASES
Future minimum lease payments under noncancelable capital leases having terms in
excess of one year are as follows:
Years ended June 30:
1997 $ 53,027
1998 53,027
1999 53,027
2000 50,310
2001 3,063
---------
Total future minimum lease payments 212,454
Less amount representing interest 45,213
---------
Present value of minimum lease payments 167,241
Less current portion 36,910
---------
Capital lease obligations, less current portion $ 130,331
=========
Included in fixed assets are the following assets under capital leases:
June 30, June 30,
1996 1995
---- ----
Machinery and equipment $ 211,901 $ 211,901
Less accumulated depreciation 16,853 1,000
---------- ----------
$ 195,048 $ 210,901
========== ==========
F-23
<PAGE>
- --------------------------------------------------------------------------------
WORKFORCE SYSTEMS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
as of and for the years ended June 30, 1996 and 1995
- --------------------------------------------------------------------------------
NOTE 6 - LEASE OBLIGATIONS (CONTINUED)
OPERATING LEASES
The Company leases office and warehouse space under an operating lease that
expires in fiscal 1998. Rental expense under this operating lease for the years
ended June 30, 1996 and 1995, was approximately $ 44,808 and $ 22,404,
respectively. In addition, the Company leases land used in mineral excavation
under a operating lease that expires in June 2001 with a five year renewal
option. The lease began on July 1, 1996, therefore, rental expense was $ 0 for
the year ended June 30, 1996.
Approximate minimum future lease payments under these operating leases at June
30, 1996, are as follows:
Years ended June 30:
1997 $ 74,808
1998 74,808
1999 30,000
2000 30,000
2001 30,000
------------
$ 239,616
============
NOTE 7 - LONG-TERM DEBT
Long-term debt consisted of the following:
<TABLE>
<CAPTION>
Year Year
Ended Ended
June 30, 1996 June 30, 1995
------------- -------------
<S> <C> <C>
Demand note payable to an individual,
interest at 7.4 %, unsecured $ 25,000 $ 25,000
Demand note payable to an individual,
interest at 6 %, unsecured. 12,000 20,000
Notes payable to credit corporations, interest
at 9.9 %, principal and interest of $ 860 due
monthly through May 1999, secured by automobiles. 23,000 10,304
</TABLE>
F-24
<PAGE>
- --------------------------------------------------------------------------------
WORKFORCE SYSTEMS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
as of and for the years ended June 30, 1996 and 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C>
NOTE 7 - LONG-TERM DEBT (CONTINUED)
Notes payable to a bank, interest ranging from
7.75 % to 10 %, principal and interest of $ 2,249 due
monthly through March 1999, secured by equipment. 129,416 180,661
Capital leases payable to two leasing companies, interest
at 10 %,principal and interest of $ 4,419 due monthly
through June 2000, secured by production equipment. 167,241 235,000
First Mortgage payable to individuals, interest at 7.75 %,
principal and interest of $ 5,400 due monthly through
July 2002, secured by land and building. 360,841 398,907
Property taxes payable under agreement with the City
and County for acquisition of land and building,
payments of $ 6,336 through June 1996, and $ 2,538
from July 1996 to June 1997. 75,868 101,211
--------- ----------
793,366 971,083
Less current portion 254,159 250,626
--------- ----------
$ 539,207 $ 720,457
========= ==========
</TABLE>
Maturities of long-term debt are as follows:
Year ending June 30,
1997 $ 254,159
1998 147,631
1999 131,422
2000 106,717
2001 71,884
Thereafter 81,553
----------
$ 793,366
==========
F-25
<PAGE>
- --------------------------------------------------------------------------------
WORKFORCE SYSTEMS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
as of and for the years ended June 30, 1996 and 1995
- --------------------------------------------------------------------------------
NOTE 8 - RELATED PARTY TRANSACTIONS
As discussed in Note 4, NHP Manufacturing was established to provide exclusive
manufacturing services for a consumer product to Naturale. As a result of the
agreement with Naturale, the Company was granted a 15 % interest in Naturale. At
the time of the transaction the Company recorded no value on its balance sheet
as to this 15% interest due to the minority position it represented within
Naturale and the immaterial value to the Company. On May 30, 1996 the Company
divested itself of such 15% interest in Naturale, a marketing company, but
retained the exclusive manufacturing rights under the agreement with Naturale.
During the year ended June 30, 1995, NHP Manufacturing sold to Naturale
approximately $ 1,175,000 of products and OPS provided approximately $ 182,000
of labor services, the total related party sales representing approximately 48 %
of the Company's total sales. The sales were without recourse and the Company
received cash in payment therefore. In addition to the above, the Company,
pursuant to its contract with Naturale, provided working capital and accounts
receivable financing for Naturale. Such advances were secured by a blanket
security interest in all the assets of Naturale. At June 30, 1995, Naturale was
indebted to the Company for the accounts receivable for approximately $855,000.
Naturale paid the $855,000 in cash during the year ended June 30, 1996 in
accordance with its terms.
In conjunction with the manufacturing agreement with Naturale, the acquisition
of Industrial Fabrication & Repair, Inc. and the acquisition of real property
the Company issued 270,500 shares of common stock valued at $ 2,112,185 to
officers and other related parties associated with the Company's major
stockholder, as defined under FASB 57, for the year ended June 30, 1995, as
follows:
Purpose Price per share Shares Issued Total
Contract Rights 6.57 145,500 $ 955,935
Finder and acquisition fees 9.25 125,000 1,156,250
-----------
$ 2,112,185
===========
From time to time the Company has borrowed funds from Yucatan Holding Company,
the Company's principal shareholder ("Yucatan"), for working capital purposes.
On June 30, 1995 the Company issued Yucatan that certain promissory note in the
principal amount of $936,770 (the "June Note"), bearing quarterly interest at
the prime rate as published in the Wall Street Journal, the initial rate of
interest being 8.75 %, which such note was due on June 30, 1997. Yucatan, at
sole option, could convert all or a portion of the principal and accrued unpaid
interest into shares of Common Stock of the Company at a conversion ratio to be
F-26
<PAGE>
- --------------------------------------------------------------------------------
WORKFORCE SYSTEMS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
as of and for the years ended June 30, 1996 and 1995
- --------------------------------------------------------------------------------
NOTE 8 - RELATED PARTY TRANSACTIONS (CONTINUED)
established by the Holder and Maker at the time of conversion. On November 27,
1995 Yucatan converted the face value of the June Note into shares of the
Company's Common Stock based upon a conversion ratio equal to the closing bid
price of the Company's Common Stock as reported on the NASD OTC Bulletin Board
on the date of conversion which was $5.50 per share. Accordingly, the Company
issued Yucatan 170,322 shares of its Common Stock.
On November 4, 1994, the Company entered into an agreement with Naturale Home
Products Inc., an unaffiliated third party, whereby the Company was named the
exclusive manufacturer for all products developed and marketed by Naturale. In
addition to the revenue to be generated through the manufacturing and sale by
the Company of the products to Naturale, the Company is entitled to a royalty of
$.30 to $.50 per unit in perpetuity on all products sold by Naturale.
NOTE 9 - BUSINESS SEGMENTS
Workforce Systems Corp. is a diversified company with operations in three
business segments: (1) staffing industry, (2) consumer products industry, (3)
manufacturing industry. (See Note 1 - Nature of Operations.)
Results of operations of the Company's business segments are reported in the
consolidated statement of income.
Identifiable assets, revenue, and operating earnings for each business segment
are:
Identifiable Assets
1996 1995
---- ----
Staffing $ 188,399 $ 235,061
Consumer Products 3,755,510 1,059,862
Manufacturing 7,989,031 6,071,250
------------- --------------
Total $ 11,932,940 $ 7,366,173
============= ==============
Revenues
1996 1995
---- ----
Staffing $ 582,217 $ 1,286,786
Consumer Products 787,140 1,174,921
Manufacturing 2,451,323 363,323
------------- --------------
Total $ 3,820,680 $ 2,825,030
============= ==============
F-27
<PAGE>
- --------------------------------------------------------------------------------
WORKFORCE SYSTEMS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
as of and for the years ended June 30, 1996 and 1995
- --------------------------------------------------------------------------------
NOTE 9 - BUSINESS SEGMENTS (CONTINUED)
Operating Profits
1996 1995
---- ----
Staffing $ 46,780 $ 248,446
Consumer Products 255,210 418,639
Manufacturing 760,222 10,388
------------- -------------
Total $ 1,062,212 $ 677,473
============= =============
NOTE 10 - INCOME TAXES
The Company provides deferred income tax assets and liabilities under FASB 109
for timing differences between book and taxable income. These differences are
not considered material at June 30, 1996.
As previously discussed, the Company established a deferred income tax liability
due to the acquisition of IFR in the amount of $ 235,000 for differences between
the book and tax basis of the acquired assets. The current amount of deferred
taxes was estimated by the Company at $ 58,750. The non current deferred amount
was estimated at $ 176,250.
The tax provision for the years ended June 30, 1996 and 1995, was based on
approximate state and federal statutory rates.
NOTE 11 - PREFERRED STOCK
The designations, rights and preferences of the Series A Preferred Stock provide
that the shares (i) have full voting rights, share for share, with the then
outstanding common stock of the Company as well as any other series of preferred
stock then outstanding, (ii) are not convertible into any other class of equity
of the Company, (iii) are redeemable at any time at the Company's option at par
value of $ .001 per share, (iv) pay dividends at the sole discretion of the
Company's Board of Directors, (v) are not transferable without the consent of
the Company's Board of Directors and (vi) in the event of a liquidation or
winding up of the Company, carry a liquidation preference equal to par value,
without interest, and are junior in interest to the Series B $ 5.00 Cumulative
Convertible Preferred Stock of the Company then outstanding.
The designations, rights and preferences of the Series B Preferred Stock
provides that the holders thereof (i) shall receive annual dividends equal to $
.43 per share, (ii) are entitled to full voting rights, share for share, with
any then outstanding common stock as well as with any other class or series of
stock of the Company having general voting power with the common stock
concerning any matter being voted upon by the Company's shareholders, (iii) are
F-28
<PAGE>
- --------------------------------------------------------------------------------
WORKFORCE SYSTEMS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
as of and for the years ended June 30, 1996 and 1995
- --------------------------------------------------------------------------------
NOTE 11 - PREFERRED STOCK (CONTINUED)
entitled to convert their shares of Preferred Stock into shares of the Company's
restricted common stock at any time on a one for one basis and (iv) are
redeemable at the option of the Company at $ 4.30 per share. On May 30, 1996,
the holder of the Series B Preferred Stock converted such shares into 70,000
shares of common stock pursuant to the designations, rights and preferences
thereof.
The designations, rights and preferences of the Series C Preferred Stock provide
that the shares (i) have no voting rights, (ii) are not convertible into any
other class of equity of the Company, (iii) are redeemable at any time at the
Company's option at an amount equal to the prior year's annual dividend as
previously set by action of the Company's Board of Directors, (iv) pay dividends
at the sole discretion of the Company's Board of Directors, (v) are not
transferable without the consent of the Company's Board of Directors and (vi) in
the event of a liquidation or winding up of the Company, carry a liquidation
preference equal to par value, without interest, and are junior in interest to
the Series B $ 5.00 Cumulative Convertible Preferred Stock of the Company then
outstanding. An annual dividend rate of $ 36,000 for the balance of calendar
1994 and for the calendar year of 1995 was set by the Board of Directors. For
calendar year 1996 any dividends were to be declared and payable only upon the
discretion of the Company's Board of Directors.
The designations, rights and preferences of the Series D Preferred Stock provide
that the shares (i) have full voting rights, share for share, with the then
outstanding Common Stock of the Company as well as any other series of preferred
stock then outstanding, (ii) are not convertible into any other class of equity
of the Company, (iii) are redeemable at any time at the Company's option at a
price per share to be mutually agreed upon by the Company and the holder at the
time of redemption, (iv) do not pay any dividends, and (v) in the event of a
liquidation or winding up of the Company, carry a liquidation preference equal
to par value, without interest.
NOTE 12 - LITIGATION
The Company is not a party to any litigation, however, the Company's subsidiary,
IFR, has been notified by the Trustee of a bankrupt customer of a possible $
65,000 preference claim. IFR and the Company believes the claim is without merit
and no provision has been made.
F-29
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS
The Articles of Incorporation of the Company provide indemnification of
directors and officers and other corporate agents to the fullest extent
permitted pursuant to the laws of Florida. The Articles of Incorporation also
limit the personal liability of the Company's directors to the fullest extent
permitted by the Florida Business Corporation Act. The Florida Business
Corporation Act contains provisions entitling directors and officers of the
Company to indemnification from judgments, fines, amounts paid in settlement and
reasonable expenses, including attorneys' fees, as the result of an action or
proceeding in which they may be involved by reason of being or having been a
director or officer of the Company, provided said officers or directors acted in
good faith.
Insofar as indemnification or liabilities arising under the Act may be
permitted to directors, officers or persons controlling 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. In the event that a claim for indemnification against such liabilities
(other than the payment by the Company of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any 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 whether such indemnification by it is against public policy as express
in the Act and will be governed by the final adjudication of such issue.
II-1
<PAGE>
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses to be incurred in
connection with the issuance and resale of the securities offered hereby. The
Company is responsible for the payment of all expenses in connection with the
Offering.
Registration fee $ 700.00*
Blue Sky filing fees and expenses 2,000.00*
Printing and engraving expenses 2,000.00*
Legal fees and expenses 10,000.00*
Accounting fees and expenses 5,000.00*
Miscellaneous 300.00*
----------
Total $25,000.00*
==========
* Estimated
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.
In June 1994 the Company issued 70,000 shares of Series B Preferred Stock
in exchange for 51.9% of the issued and outstanding stock of OIS from an
unaffiliated third-party. Also in June 1994 the Company acquired all of the
issued and outstanding stock of Prime from Yucatan, the Company's principal
shareholder, for 750,000 shares of the Company's Common Stock. In November 1994
the Company exchanged 30 shares of Series A Preferred Stock for 15 shares of
common stock of OIS thereby completing its plan to acquire at least 80% of OIS.
All of the foregoing transactions were exemption from registration under the Act
in reliance on Section 4(2) thereof as each transaction did not involve a public
offering. See "Business - Overview - Acquisition of Prime Florida and OIS."
In May 1995 the Company acquired all of the issued and outstanding stock
of IFR from an unaffiliated third party in a private transaction not involving a
public offering based upon an exemption from registration under the Act pursuant
to Section 4(2) of the Act in exchange for 125,925 shares of the Company's
Common Stock. See "Business - Overview - Acquisition and Expansion of Industrial
Fabrication & Repair."
In December 1995 the Company acquired $500,000 of prepaid radio
advertising time from an unaffiliated third-party in exchange for 97,466 shares
of Common Stock in private transaction not involving a public offering based
II-2
<PAGE>
upon an exemption from registration under the Act pursuant to Section 4(2) of
the Act. See Note 3 of the Company's financial statements for the year ended
June 30, 1996.
In February 1996 the Company acquired 100% of the issued and outstanding
stock of AIM from unaffiliated third parties in a private transaction not
involving a public offering based upon an exemption from registration under the
Act pursuant to Section 4(2) of the Act in exchange for 17,500 shares of the
Company's Common Stock. See "Business - Overview - Acquisition of American
Industrial Management, Inc."
In June 1996 the Company sold an aggregate of 222,000 shares of its Common
Stock to two institutional investors and two accredited investors in a series of
private transactions exempt from registration under the Act pursuant to
Regulation D, Section 506. An aggregate of 180,000 shares were sold at $4.125
per shares and the balance of 42,000 shares at $4.80 per share. In November 1996
the Company sold an additional 33,334 shares of Common Stock to two accredited
investors in a private transaction exempt from registration under the Act in
reliance upon Regulation D, Section 506 thereof. In connection with such sales,
not later than 15 days after the filing of the Company's annual report on Form
10-KSB for the year ended June 30, 1996, the Company agreed to cause a
registration statement registering the shares to be filed with the Securities
and Exchange Commission in order to permit a public distribution of such shares.
The Company agreed to pay all costs of such registration statement, exclusive of
fees and expenses of the holder's counsel or accounts or other professionals, if
any. Such shares are included in this registration statement. See "Selling
Security Holders."
ITEM 27. EXHIBITS.
Exhibit No. Description of Exhibits
- ----------- -----------------------
2.1 Stock Purchase Agreement dated June 14, 1994 by and between
F. W. Miller, Wildflower Financial Corp. and Yucatan Holding
Company is hereby incorporated by reference to the Report on
Form 8-K as filed with the Securities and Exchange Commission
on June 20, 1994
2.2 Agreement dated as of June 30, 1994 by and between Wildflower
Financial Corp., Yucatan Holding Company and Prime Florida,
Inc. is hereby incorporated by reference to the Report on Form
8-K as filed with the Securities and Exchange commission on
July 13, 1994
II-3
<PAGE>
2.3 Agreement dated as of June 30, 1994 by and between Wildflower
Financial Corp. and a certain shareholder of Outside
Industrial Services, Inc. is hereby incorporated by reference
to the Report on Form 8-K as filed with the Securities and
Exchange commission on July 13, 1994
2.4 Agreement dated November 30, 1994 by and between Workforce
Systems Corp. and Outside Industrial Services, Inc. is hereby
incorporated by reference to the Report on Form 10-QSB for the
quarter ended December 31, 1994 as filed with the Securities
and Exchange commission on February 15, 1995
2.5 Agreement dated May 22, 1995 by and between Workforce Systems
Corp. and Lester E. Gann, the Sole Shareholder of Industrial
Fabrication & Repair, Inc. is hereby incorporated by reference
to the Report on Form 8-K as filed with the Securities and
Exchange commission on May 23, 1995
3.1 Articles of Incorporation are hereby incorporated by reference
to the Registration Statement on Form SB-2 as declared
effective by the Securities and Exchange Commission on January
12, 1993
3.2 Articles of Amendment to the Articles of Incorporation setting
forth the designations, rights and preferences of the Series B
$5.00 Cumulative Convertible Preferred Stock are hereby
incorporated by reference to the Report on Form 8-K as filed
with the Securities and Exchange Commission on July 13, 1994
3.3 Articles of Amendment to the Articles of Incorporation
changing the corporation name are hereby incorporated by
reference to the Report on Form 8-K as filed with the
Securities and Exchange Commission on July 11, 1994
3.4 Articles of Amendment to the Articles of Incorporation setting
forth the designations, rights and preferences of the Series A
and Series C Preferred Stock are hereby incorporated by refer
ence to the Report on Form 10-QSB for the quarter ended
December 31, 1994 as filed with the Securities and Exchange
Commission on February 15, 1995
II-4
<PAGE>
3.5 Articles of Amendment to the Articles of Incorporation setting
forth the designations, rights and preferences of the Series D
Preferred Stock is hereby incorporated by reference to the
Report on Form 10-KSB for the fiscal year ended June 30, 1996
as filed with the Securities and Exchange Commission on
October 15, 1996
3.6 By-Laws of the Company are hereby incorporated by reference to
the Registration Statement on Form SB-2 as declared effective
by the Securities and Exchange Commission on January 12, 1993.
5** Opinion of Atlas, Pearlman, Trop & Borkson, P.A. as to the
validity of the securities being registered.
10.1 Licensing Agreement dated May 31, 1996 by and between Ginsburg
Enterprises Incorporated and Products That Produce, Inc. is
hereby incorporated by reference to the Report on Form 10-KSB
for the fiscal year ended June 30, 1996 as filed with the
Securities and Exchange Commission on October 15, 1996
10.3 Employment Agreement between Industrial Fabrication & Repair,
Inc. and Lester E. Gann
10.4 Employment Agreement between American Industrial Management,
Inc. and Robert Lovelace
10.5 Lease for mineral rights
10.6 Form of Subscription Agreements for Crestwood Capital
International, Ltd., Crestwood Capital Partners, L.P., Peqout
Scout Fund, Mr. Ed Hajim, Dr. Aiden O'Rourke, Mary Anne
Richter and Patricia Saad
16.1 Letter from Richard H. Harris & Associates, P.A. regarding
change in certifying accountants is hereby incorporated by
reference to the Report on Form 8-K as filed with the
Securities and Exchange Commissino on July 11, 1994
II-5
<PAGE>
16.2 Letter from Lyle H. Cooper, C.P.A. regarding change in
certifying accountants is hereby incorporated by reference to
the Report on Form 8-K as filed with the Securities and
Exchange Commission on July 11, 1994
21 Subsidiaries of the Registrant is incorporated by reference to
the Company's Annual Report of Form 10-KSB for the fiscal year
ended June 30, 1996
22 Information regarding the name change of the Company is hereby
incorporated by reference to the Report on Form 8-K as filed
with the Securities and Exchange Commission on July 11, 1994
23(I) Consent of Lyle H. Cooper
23(ii) Consent of Atlas, Pearlman, Trop & Borkson (including as part
of Exhibit 3
ITEM 28. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells
securities 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 which,
individually or together, represent a fundamental change in the information set
forth in the Registration Statement;
(iii) To include any additional or changed material
information with respect to the plan of distribution.
II-6
<PAGE>
(2) For determining any liability under the Securities Act of 1933,
as amended, treat each post-effective amendment as a new registration statement
relating to the securities offered, and the offering of the securities at that
time to be the initial bona fide offering.
(3) To file a post-effective amendment to remove any of the
securities that remain unsold at the end of the offering.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Act"), 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,
suit 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.
II-7
<PAGE>
SIGNATURES
In accordance with 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 of filing on Form SB-2 and authorized this Registration
Statement to be signed on its behalf by the undersigned in the City of Alcoa,
State of Tennessee, on January , 1997.
WORKFORCE SYSTEMS CORP.
By: /s/Ella Boutwell Chesnutt
--------------------------
Ella Boutwell Chesnutt
Principal Executive Officer
and President
In accordance with the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement was signed by the following persons in
the capacities and on the dates stated.
Signature Title Date
- --------- ----- ----
/s/ Ella Boutwell Chesnutt Director, President January 16, 1997
- ---------------------------
Ella Boutwell Chesnutt
/s/ Jayme Dorrough Director, Vice January 16, 1997
- --------------------------- President, Secretary
Jayme Dorrough
II-8
EMPLOYMENT AGREEMENT - LESTER GANN
EMPLOYMENT AGREEMENT
--------------------
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as
of May 22, 1995, (the "Effective Date"), between Industrial Fabricator and
Repair, Inc., a Tennessee corporation (the "Company"), whose principal place of
business is 3007 West Industrial Parkway, Knoxville, Tennessee 37921 and Lester
A. Gann, an individual (the "Employee"), who resides in Knoxville, Tennessee.
WHEREAS, the Company is a Tennessee corporation engaged in the manufacture
of specialized contracting for machinery, tools and design work related thereto
(the "Business"); and
WHEREAS, the Company desires to employ the Employee and the Employee
desires to be in the employ of the Company; and
WHEREAS, the Company has established a valuable reputation and goodwill in
its business, with expertise in all aspects of the Business; and
WHEREAS, following the date of this Agreement, the Company will expand the
scope of its Business to include the manufacture of thawing trays as more
specifically described in Section 7 hereof (the "Business Activities"); and
WHEREAS, the Employee, by virtue of the Employee's employment with the
Company, is familiar with and possessed with the manner, methods, trade secrets
and other confidential information pertaining to the Business Activities;
NOW, THEREFORE, in consideration of the mutual agreements herein made, the
Company and the Employee do hereby agree as follows:
1. RECITALS. The above recitals are true, correct, and are herein
incorporated by reference.
2. EMPLOYMENT. The Company hereby employs the Employee, and the
Employee hereby accepts employment, upon the terms and conditions hereinafter
set forth.
3. AUTHORITY AND POWER DURING EMPLOYMENT PERIOD.
a. DUTIES AND RESPONSIBILITIES. During the term of this Agreement, the
Employee shall serve in a management position with the Company as President of
the Company and shall have such operating supervision over property, business
<PAGE>
and affairs of the Company, as are directed by the Board of Directors of the
Company.
b. TIME DEVOTED. Throughout the term of the Agreement, the Employee
shall devote substantially all of the Employee's business time and attention to
the business and affairs of the Company consistent with the Employee's position
with the Company, except for reasonable vacations and except for illness or
incapacity.
4. TERM. The Term of employment hereunder will commence on the
Effective date as set forth above and end three (3) years from the Effective
Date, unless terminated pursuant to Section 6 of this Agreement.
5. COMPENSATION AND BENEFITS.
a. SALARY. The Employee shall be paid a base salary (the "Base
Salary"), payable bi-weekly, at an annual rate of Ninety Six Thousand Dollars
($96,000).
b. PERFORMANCE-BASED BONUS. As additional compensation, the Employee
may be entitled to receive a performance-based bonus (the "Bonus"), as
determined by the Board of Directors of the Company.
c. EMPLOYEE BENEFITS. The Employee shall be entitled to participate in
all benefit programs of the Company currently existing or hereafter made
available to other salaried employees, including, but not limited to, pension
and other retirement plans, group life insurance, hospitalization, surgical and
major medical coverage, sick leave, salary continuation, vacation and holidays,
long-term disability, and other fringe benefits.
d. BUSINESS EXPENSE REIMBURSEMENT. During the Term of employment, the
Employee shall be entitled to receive proper reimbursement for all reasonable,
out of-pocket expenses incurred by the Employee (in accordance with the policies
and procedures established by the Company for its managers) in performing
services hereunder, provided the Employee properly accounts therefor. Expenses
in excess of $10,000 individually or $10,000 in the aggregate shall require
approval of the Board of Directors.
6. CONSEQUENCES OF TERMINATION OF EMPLOYMENT.
a. DEATH. In the event of the death of the Employee during the Term of
the Agreement, Base Salary shall be paid to the Employee's designated
beneficiary, or, in the absence of such designation, to the estate or other
legal representative of the Employee for a period of thirty (30) days from and
after the date of death. Other death benefits will be determined in accordance
with the terms of the Company's benefit programs and plans.
<PAGE>
b. DISABILITY. In the event of the Employee's disability, the Employee
shall be entitled to compensation in accordance with the Company's disability
compensation practice for its senior officers. "Disability," for the purposes of
this Agreement, shall be deemed to have occurred in the event (A) the Employee
is unable by reason of sickness or accident, to perform the Employee's duties
under this Agreement for an aggregate of 90 days in any twelve-month period or
45 consecutive days, or (B) the Employee has a guardian of the person or estate
appointed by a court of competent jurisdiction. Termination due to disability
shall be deemed to have occurred upon the first day of the month following the
determination of disability as defined in the preceding sentence.
c. TERMINATION BY THE COMPANY FOR CAUSE. Nothing herein shall prevent
the Company from terminating Employment for "Cause," as hereinafter defined. The
Employee shall continue to receive salary only for the period ending with the
date of such termination as provided in this Section 6(c). Any rights and
benefits the Employee may have in respect of any other compensation shall be
determined in accordance with the terms of such other compensation arrangements
or such plans or programs.
ii. "Cause" shall mean (A) committing or participating in an
injurious act of fraud, gross neglect, misrepresentation, embezzlement or
dishonesty against the Company; (B) committing or participating in any other
injurious act or omission wantonly, willfully, recklessly or in a manner which
was grossly negligent against the Company, monetarily or otherwise; (C) engaging
in a criminal enterprise involving moral turpitude; (D) an act or acts (1)
constituting a felony under the laws of the United States or any state thereof
or (11) if applicable, loss of any state or federal license required for the
Employee to perform the Employee's material duties or responsibilities for the
Company; or (E) any assignment of this Agreement by the Employee in violation of
Section 13 of this Agreement.
iii. Notwithstanding anything else contained in this Agreement, this
Agreement will not be deemed to have been terminated for Cause unless and until
there shall have been delivered to the Employee a notice of termination stating
that the Employee committed one of the types of conduct set forth in this
Section 6(c) contained in this Agreement and specifying the particulars thereof.
7. COVENANT NOT TO COMPETE AND NON-DISCLOSURE OF INFORMATION.
a. COVENANT NOT TO COMPETE. Except as set forth in Section 6(d)(ii)
of this Agreement, the Employee acknowledges and recognizes the highly
competitive nature of the Company's business constitutes a substantial asset of
the Company having been acquired through considerable time, money and effort.
<PAGE>
Accordingly, in consideration of the execution of this Agreement, the Employee
agrees to the following:
I. That during the Restricted Period (as hereinafter defined)
and within the Restricted Area (as hereinafter defined), the Employee will not,
individually or in conjunction with others, directly or indirectly, engage in
any Business Activities (as hereinafter defined), whether as an officer,
director, proprietor, employer, partner, independent contractor, investor (other
than as a holder solely as an investment of less than one percent (1%) of the
outstanding capital stock of a publicly traded corporation), consultant,
advisor, agent or otherwise.
ii. That during the Restricted Period and within the
Restricted Area, the Employee will not, directly or indirectly, compete with the
Company by soliciting, inducing or influencing any of the Company's clients
which have a business relationship with the Company at the time during the
Restricted Period to discontinue or reduce the extent of such relationship with
the Company.
iii. That during the Restricted Period and within the
Restricted Area, the Employee will not (A) directly or indirectly recruit,
solicit or otherwise influence any employee or agent of the Company to
discontinue such employment or agency relationship with the Company, or (B)
employ or seek to employ, or cause or permit any business which competes
directly or indirectly with the Business Activities of the Company (the
"Competitive Business") to employ or seek to employ for any Competitive Business
any person who is then (or was at any time within six (6) months prior to the
date Employee or the Competitive Business employs or seeks to employ such
person) employed by the Company.
iv. That during the Restricted Period the Employee will not
interfere with, or disrupt or attempt to disrupt any past, present or
prospective relationship, contractual or otherwise, between the Company and any
customer, employee or agent of the Company.
b. NON-DISCLOSURE OF INFORMATION. The Employee acknowledges that the
Company's trade secrets, private or secret processes, methods and ideas, as they
exist from time to time, customer lists and information concerning the Company's
Business Activities, including products, services, training methods,
development, technical information, marketing activities and procedures, credit
and financial data concerning the Company (the "Proprietary Information") are
valuable, special and unique assets of the Company, access to and knowledge of
which are essential to the performance of the Employee hereunder. In light of
the highly competitive nature of the industry in which the Company's Business
<PAGE>
Activities are conducted, the Employee agrees that all Proprietary Information,
heretofore or in the future obtained by the Employee as a result of the
Employee's association with the Company, shall be considered confidential.
In recognition of this fact, the Employee agrees that the Employee, during
the Restricted Period, will not use or disclose any of such Proprietary
Information for the Employee's own purposes or for the benefit of any person or
other entity or organization (except the Company) under any circumstances unless
such Proprietary Information has been publicly disclosed generally or, unless
upon written advice of legal counsel reasonably satisfactory to the Company, the
Employee is legally required to disclose such Proprietary Information. Documents
(as hereinafter defined) prepared by the Employee or that come into the
Employee's possession during the Employee's association with the Company are and
remain the property of the Company, and when this Agreement terminates, such
Documents shall be returned to the Company at the Company's principal place of
business, as provided in the Notice provision (Section 1) of this Agreement.
c. DOCUMENTS. "Documents" shall mean all original written,
recorded, or graphic matters whatsoever, and any and all copies thereof,
including, but not limited to: papers; books; records; tangible things;
correspondence; communications; telex messages; memoranda; work-papers; reports;
affidavits; statements; summaries; analyses; evaluations; client records and
information; agreements; agendas; advertisements; instructions; charges;
manuals; brochures; publications; directories; industry lists; schedules; price
lists; client lists; statistical records; training manuals; computer printouts;
books of account, records and invoices reflecting business operations; all
things similar to any of the foregoing however denominated. In all cases where
originals are not available, the term "Documents" shall also mean identical
copies of original documents or non-identical copies thereof.
d. RESTRICTIVE PERIOD. The "Restrictive Period" shall be deemed
to be twelve (12) months following termination of this Agreement.
e. RESTRICTED AREA. The Restricted Area shall be deemed to mean
within the United States of America.
f. BUSINESS ACTIVITIES. "Business Activities" shall be deemed to
include any business activities concerning the manufacture of thawing trays and
other new products developed by Naturale Home Products, Inc., a company 15%
owned by Workforce Systems Corp.("Workforce"), the Company's parent, and any
additional activities which the Company or any of its affiliates may engage in
during the term of this Agreement which Workforce shall bring to the Company and
which have not historically been engaged in by the Company prior to such
introduction by Workforce.
<PAGE>
g. COVENANTS AS ESSENTIAL ELEMENTS OF THIS AGREEMENT. It is
understood by and between the parties hereto that the foregoing covenants
contained in Sections 7(a) and (b) are essential elements of this Agreement, and
that but for the agreement by the Employee to comply with such covenants, the
Company would not have agreed to enter into this Agreement. Such covenants by
the Employee shall be construed to be agreements independent of any other
provisions of this Agreement. The existence of any other claim or cause of
action, whether predicated on any other provision in this Agreement, or
otherwise, as a result of the relationship between the parties shall not
constitute a defense to the enforcement of such covenants against the Employee.
In the event Employee shall be in violation of the aforementioned restrictive
covenants, the time limitation thereof with respect to the defaulting party
shall be extended for a period of time equal to the period of time during which
breach or breaches should occur; and in the event Company should require or seek
relief from breach in any court or other tribunal, any covenant shall be
extended for a period of time equal to the pendency of such proceeding,
including appeals thereof.
h. SURVIVAL AFTER TERMINATION OF AGREEMENT. Notwithstanding
anything to the contrary contained in this Agreement, the covenants in Sections
7(a) and (b) shall survive the termination of this Agreement and the Employee's
employment with Company.
i. REMEDIES.
i. The Employee acknowledges and agrees that the Company's
remedy at law for a breach or threatened breach of any of the provisions of
Section 7(a) or (b) herein would be inadequate and the breach shall be per se
deemed as causing irreparable harm to the Company. In recognition of this fact,
in the event of a breach by the Employee of any of the provisions of Section
7(a) or (b), the Employee agrees that, in addition to any remedy at law
available to the Company, including, but not limited to monetary damages, all
rights of the Employee to payment or otherwise under this Agreement and all
amounts then or thereafter due to the Employee from the Company under this
Agreement may be- terminated and the Company, without posting any bond, shall be
entitled to obtain, and the Employee agrees not to oppose the Company's request
for equitable relief in the form of specific performance, temporary restraining
order, temporary or permanent injunction or any other equitable remedy which may
then be available to the Company.
ii. The Employee acknowledges that the granting of a
temporary injunction, temporary restraining order or permanent injunction merely
<PAGE>
prohibiting the use of Proprietary Information would not be an adequate remedy
upon breach or threatened breach of Section 7(a) or (b) and consequently agrees,
upon proof of any such breach, to the granting of injunctive relief prohibiting
any form of competition with the Company. Nothing herein contained shall be
construed as prohibiting the Company from pursuing any other remedies available
to it for such breach or threatened breach.
8. WITHHOLDING. Anything to the contrary notwithstanding, all payments
required to be made by the Company hereunder to the Employee or the Employee's
estate or beneficiaries shall be subject to the withholding of such amounts, if
any, relating to tax and other payroll deductions as the Company may reasonably
determine it should withhold pursuant to any applicable law or regulation. In
lieu of withholding such amounts, the Company may accept other arrangements
pursuant to which it is satisfied that such tax and other payroll obligations
will be satisfied in a manner complying with applicable law or regulation.
9. NOTICES. Any notice required or permitted to be given under the
terms of this Agreement shall be sufficient if in writing and if sent postage
prepaid by registered or certified mail, return receipt requested; by overnight
delivery; by courier; or by confirmed Telecopy, in the case of the Employee to
the Employee's last place of business or residence as shown on the records of
the Company, or in the case of the Company, to its principal office as set forth
in the first paragraph of this Agreement, or at such other place as it may
designate.
10. WAIVER. Unless agreed in writing, the failure of either party, at
any time, to require performance by the other of any provisions hereunder shall
not affect its right thereafter to enforce the same, nor shall a waiver by
either party of any breach of any provision hereof be taken or held to be a
waiver of any other preceding or succeeding breach of any term or provision of
this Agreement. No extension of time for the performance of any obligation or
act shall be deemed to be an extension of time for the performance of any other
obligation or act hereunder.
11. COMPLETENESS AND MODIFICATION. This Agreement constitutes the entire
understanding between the parties hereto superseding all prior and
contemporaneous agreements or understandings among the parties hereto concerning
the Employment Agreement. This Agreement may be amended, modified, superseded or
canceled, and any of the terms, covenants, representations, warranties or
conditions hereof may be waived, only by a written instrument executed by the
parties or, in the case of a waiver, by the party to be charged.
<PAGE>
12. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall
constitute but one agreement.
13. BINDING EFFECT/ASSIGNMENT. This Agreement shall be binding upon the
parties hereto, their heirs, legal representatives, successors and assigns. This
Agreement shall not be assignable by the Employee but shall be assignable by the
Company in connection with the sale, transfer or other disposition of its
business or to any of the Company's affiliates controlled by or under common
control with the Company.
14. GOVERNING LAW. This Agreement shall become valid when executed and
accepted by Company. The parties agree that it shall be deemed made and entered
into in the State of Tennessee and shall be governed and construed under and in
accordance with the laws of the State of Tennessee. Anything in this Agreement
to the contrary notwithstanding, the Employee shall conduct the Employee's
business in a lawful manner and faithfully comply with applicable laws or
regulations of the state, city or other political subdivision in which the
Employee is located.
15. FURTHER ASSURANCES. All parties hereto shall execute and deliver
such other instruments and do such other acts as may be necessary to carry out
the intent and purposes of this Agreement.
16. HEADINGS. The headings of the sections are for convenience only and
shall not control or affect the meaning or construction or limit the scope or
intent of any of the provisions of this Agreement.
17. SURVIVAL. Any termination of this Agreement shall not, however,
affect the ongoing provisions of this Agreement which shall survive such
termination in accordance with their terms.
18. SEVERABILITY. The invalidity or unenforceability, in whole or in
part, of any covenant, promise or undertaking, or any section, subsection,
paragraph, sentence, clause, phrase or word or of any provision of this
Agreement shall not affect the or enforceability of the remaining portions
thereof.
19. ENFORCEMENT. Should it become necessary for any party to institute
legal action to enforce the terms and conditions of this Agreement, the
successful party will be awarded reasonable attorneys' fees at all trial and
appellate levels, expenses and costs.
<PAGE>
20. INDEPENDENT LEGAL COUNSEL. The parties have either (I) been
represented by independent legal counsel in connection with the negotiation and
execution of this Employment Agreement, or (ii) each has had the opportunity to
obtain independent legal counsel, has been advised that it is in their best
interests to do so, and by execution of this Employment Agreement has waived
such right.
21. CONSTRUCTION. This Agreement shall be construed within the fair
meaning of each of its terms and not against the party drafting the document.
THE EMPLOYEE ACKNOWLEDGES THAT THE EMPLOYEE HAS READ ALL OF THE TERMS OF
THIS AGREEMENT, UNDERSTANDS THE AGREEMENT, AND AGREES TO ABIDE BY ITS TERMS AND
CONDITIONS.
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of date
set forth in the first paragraph of this Agreement.
Witness: THE COMPANY:
INDUSTRIAL FABRICATION AND REPAIR,
INC.
s/s Ella Boutwell Chesnutt, Chairman
Witness: THE EMPLOYEE
s/s Lester E. Gann
EMPLOYMENT AGREEMENT - ROBERT LOVELACE
EMPLOYMENT AGREEMENT
--------------------
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as
of the 21st day of February, 1996 (the "Effective Date"), between American
Industrial Management, Inc., a Tennessee corporation, whose principal place of
business is 8078 Kingston Pike, Knoxville, TN 37919 ("Company") and Robert S.
Lovelace, an individual whose address is 10217 Olympic Drive, Knoxville, TN
37922 (the "'Executive").
WHEREAS, the Company is engaged in the business (the "Business") of
employee staffing; and
WHEREAS, the Company has established a valuable reputation and goodwill in
its business, with expertise in all aspects of the Business; and
WHEREAS, the Executive is desirous of being employed by the Company, and
the Company has agreed to hire the Executive upon certain terms and conditions,
one of which is the execution of this Agreement by Executive; and
WHEREAS, the Executive, by virtue of the Executive's employment by the
Company shall become familiar with and possessed with the manner, methods, trade
secrets and other confidential information pertaining to the Company's business,
including the Company's client base;
NOW, THEREFORE, in consideration of the mutual agreements herein made, the
Company and the Executive do hereby agree as follows:
1. EMPLOYMENT. The Company hereby employs the Executive in the
capacity of President on a full-time basis, and Executive accepts employment
upon the terms and conditions hereinafter set forth.
2. DUTIES, AUTHORITY AND POWER DURING EMPLOYMENT PERIOD . The Company
agrees to employ the Executive in the capacity of President and the Executive
shall diligently devote the Executive's full time and efforts to the business
and affairs of the Company. The duties of the Executive shall be subject to the
direction of the Company's Board of Directors and the Executive shall perform
all duties as may be required by the Company including without limitation the
following:
a. The Executive shall be employed as a President of the Company
and shall render and perform all other duties commonly discharged by persons
holding the position of a President in a like business. The Executive shall also
<PAGE>
perform other duties of a similar nature as the Company shall from time to time
require. In such capacity, the Executive shall have the duties and
responsibilities normally associated with such position. The Executive shall
report to and be responsible to the direction and control of the Board of
Directors of the Company, subject to overall control by the Company's Board of
Directors. The Executive shall abide by all Company policies.
b. During the term hereunder, the Executive shall devote all of
the Executive's skills solely to the business of the Company.
c. During the term of this Agreement, the Executive shall notify
the Company within twenty-four (24) hours of any solicitation of Executive for
employment, including any oral or written contract, offer of inquiry in which a
position of employment, consulting arrangement or affiliation is discussed.
During the term of this Agreement, the Executive will neither enter into nor
engage in negotiations for any oral or written employment, consulting or
affiliation agreement or arrangement with any third parties in any capacity
without the express prior written consent of the Company.
3. TERM. Unless the term of employment is terminated pursuant to
Section 15 of this Agreement, the term of employment hereunder will commence on
the Effective Date and continue for a period of three (3) years thereafter
unless such term is terminated prior thereto in accordance with this Agreement.
The Executive hereby accepts such employment for such term. The term of this
Agreement shall commence on the Effective Date and shall continue for a period
which includes the provisions of Sections 5 and 6.
4. COMPENSATION.
a. BASE SALARY. The base compensation of the Executive shall be $66,000
per year, payable weekly.
b. BENEFITS. Executive shall be entitled to such benefits provided by
the Company pursuant to the Company's general policies.
c. VACATION. The Executive shall be entitled to two weeks (2) paid
vacation per year.
d. REIMBURSABLE EXPENSES. The Executive shall be reimbursed for all
pre-approved, documented expenses.
5. COVENANT NOT TO COMPETE. The Executive acknowledges and recognizes
the highly competitive nature of the Company's business and the
<PAGE>
goodwill, continued patronage, and specifically the names and addresses of the
Company's Clients (as hereinafter defined) constitute a substantial asset of the
Company having been acquired through considerable time, money and effort.
Accordingly, in consideration of continued employment and compensation by the
Company, the Executive agrees to the following:
a. That during the Restricted Period (as defined herein) and within the
Restricted Area (as defined herein), the Executive will not, individually or in
conjunction with others, directly or indirectly, engage in any Business
Activities (as hereinafter defined) other than on behalf of the Company and as
agreed by the Company and the Executive, whether as an officer, director,
proprietor, employer, partner, independent contractor, investor, stockholder
(other than as a holder of less than one percent (1%) of the outstanding capital
stock of a publicly traded corporation), consultant, advisor, agent or
otherwise. Except that during the term of Executive's employment with the
Company, the foregoing limitations as to Restricted Area shall not be
applicable.
b. That during the Restricted Period and within the Restricted Area (as
defined herein), the Executive will not, indirectly or directly, compete with
the Company by soliciting, inducing or influencing any of the Company's Clients
which have a business relationship with the Company at any time during the
Restricted Period to discontinue or reduce the extent of such relationship with
the Company. Except that during the term of Executive's employment with the
Company, the foregoing limitations as to Restricted Area shall not be
applicable.
c. That the Executive will not (a) directly or indirectly recruit, solicit
or otherwise influence any employee or agent of the Company to discontinue such
employment or agency relationship with the Company, or (b) employ or seek to
employ, or cause or permit any business which competes directly or indirectly
with the Business Activities of Company (the "Competitive Business") to employ
or seek to employ for any Competitive Business any person who is then (or was at
any time within six (6) months prior to the date Executive or the Competitive
Business employs or seeks to employ such person) employed by the Company.
d. That the Executive will not interfere with, disrupt or attempt to
disrupt any past, present or prospective relationship, contractual or otherwise,
between the Company and any Company's client, employee, agent, vendor, supplier
or customer.
<PAGE>
6. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION.
a. The Executive acknowledges that the Company's trade secrets,
private or secret processes, methods and ideas, as they exist from time to time,
customer lists and information concerning the Company's products, services,
business records and plans, inventions, product design information, price
structure and lists, discounts, costs, computer programs and listings, object
code, source code and/or subject code, copyright, trademark, patents, know-how,
show- how, proprietary information, formulae, protocols, specifications, forms,
procedures, training methods, development and development designs, technical
information, marketing plans, activities techniques and procedures, method for
operating of the Company's Business, credit and financial data concerning the
Company and the Company's clients and client Lists, which Client Lists shall not
only mean one or more of the names and addresses of the clients of the Company
but it shall also encompass any and all information whatsoever regarding them,
including their needs, employee lists, employee unlisted telephone numbers,
contracts, agreements, compensation, plans, and marketing and advertising
practices and plans and information which is embodied in written or otherwise
recorded form, and shall also include information which is mental, not physical
(collectively, the "Confidential Information") are valuable, special and unique
assets of the Company, access to and knowledge of which are essential to the
performance of the Executive hereunder. In light of the highly competitive
nature of the industry in which the Company's business is conducted, the
Executive agrees that all Confidential Information, heretofore or in the future
obtained by the Executive as a result of the Executive's association with the
Company shall be considered confidential.
b. Excluded from the Confidential Information, and therefore not
subject to the provisions of this Agreement, shall be any information which:
i. At the time of disclosure, is in the public domain as
evidenced by printed publications;
ii. After the disclosure, enters the public domain by way of
printed publication through no fault of the Executive or those in privity with
it;
iii. Executive can show by written documentation was in its
possession at the time of disclosure and which was not acquired directly or
indirectly from the Company; or
iv. Executive can show by written documentation was acquired,
after disclosure, from a third party who did not receive it from the Company,
<PAGE>
and who had the right to disclose the information without any obligation to hold
such information confidential.
c. The Executive acknowledges that, as between the Company and the
Executive, the Confidential Information and any and all rights and privileges
provided under the trademark, copyright, trade secret and other laws of the
United States, the individual states thereof, and jurisdictions foreign thereto,
and the goodwill associated therewith, are and at all times will be the property
of the Company.
d. Executive agrees that it shall:
i. Hold in confidence and not disclose or make available to any
third party any such Confidential Information unless so authorized in writing by
the Company;
ii. Exercise all reasonable efforts to prevent third parties from
gaining access to the Confidential Information;
iii. Not use, directly or indirectly, the Confidential Information
in any respect of its business, except as necessary to evaluate the information;
iv. Restrict the disclosure or availability of the Confidential
Information to those of the Company's employees who have read and understand
this Agreement and who have a need to know the information in order to conduct
the Company's business and operations in a manner to provide the greatest
benefit to the Company;
v. Not copy or modify any Confidential Information without prior
written consent of the Company;
vi. Take such other protective measures as may be reasonably
necessary to preserve the confidentiality of the Confidential Information; and
vii. Relinquish all rights he may have in any matter, such as
drawings, documents, models, samples, photographs, patterns, templates, molds,
tools or prototypes, which may contain, embody or make use of the Confidential
Information; promptly deliver to the Company any such matter as the Company may
direct at any time; and not retain any copies or other reproductions thereof.
e. Executive further agrees:
I. That he shall promptly disclose in writing to the Company all
<PAGE>
ideas, inventions, improvements and discoveries which may be conceived, made or
acquired by Executive as the direct or indirect result of the disclosure by the
Company of the Confidential Information to Executive;
ii. That all such ideas, inventions, improvements and discoveries
conceived, made or acquired by Executive, alone or with the assistance of
others, relating to the Confidential Information, shall be the property of the
Company and shall be treated as Confidential Information in accordance with the
provisions hereof and that Executive shall not acquire any intellectual property
rights under this Agreement except the limited right as set forth in this
Agreement.
iii. That Executive shall assist in the preparation and execution of
all applications, assignments and other documents which the Company may deem
necessary to obtain patents, copyrights and the like in the United States and in
jurisdictions foreign thereto, and to otherwise protect the Company.
f. Upon written request of the Company, Executive shall return to the
Company all written materials containing the Confidential Information. Executive
shall also deliver to the Company written statements signed by the Executive
certifying all materials have been returned within five (5) days of receipt of
the request.
7. COMPANY'S CLIENTS. The "Company's Clients" shall be deemed to be any
persons, partnerships, corporations, professional associations or other
organizations for whom the Company has performed Business Activities.
8. RESTRICTIVE PERIOD. The "Restrictive Period" shall be deemed to be
during the Executive's employment with the Company and for a period of fifteen
(15) months following termination of the Executive's employ, regardless of the
reason for termination, including the sale of the assets of the Company and
regardless of whether this Agreement is assigned by the Company.
9. RESTRICTED AREA. The Restricted Area shall be deemed to mean East
Tennessee.
10. BUSINESS ACTIVITIES. "Business Activities" shall be deemed to
include any activities which are included in the Company's Business now or
during the effective period of this Agreement.
11. COVENANTS AS ESSENTIAL ELEMENTS OF THIS AGREEMENT; SURVIVAL OF
COVENANTS.
a. It is understood by and between the parties hereto that the
<PAGE>
foregoing covenants by Executive contained in Sections 5 or 6 of this Agreement
shall be construed to be agreements independent of any other element of the
Executive's employment with the Company. The existence of any other claim or
cause of action, whether predicated on any other provision in this Agreement, or
otherwise, as a result of the relationship between the parties shall not
constitute a defense to the enforcement of the covenants in this Agreement
against the Executive.
b. The covenants by Executive contained in Sections 5 and 6 shall
survive the expiration of this Agreement if the Executive continues to work for
the Company, in any manner, without renewing this Agreement. The Executive
agrees that the covenants set forth in Section 5 and 6 of this Agreement shall
continue to be in effect following the expiration or termination of the
Executive's employment with the Company or the term of this Agreement for
purposes of enforcement. The Executive further agrees that the covenants set
forth in Section 5 and 6 shall be treated as independent covenants within this
Agreement.
c. The Executive acknowledges that the Executive actually received
good and valuable additional consideration for the purpose of agreeing to the
covenants set forth in Section 5 and 6 of this Agreement.
12. REMEDIES.
a. The Executive acknowledges and agrees that the Company's remedy at
law for a breach or threatened breach of any of the provisions of Sections 5 or
6 herein would be inadequate and the breach shall be per se deemed as causing
irreparable harm to the Company. In recognition of this fact, in the event of a
breach by the Executive of any of the provisions of Sections 5 or 6, the
Executive agrees that, in addition to any remedy at law available to the
Company, including, but not limited to monetary damages, the Company, without
posting any bond, shall be entitled to obtain, and the Executive agrees not to
oppose the Company's request for, equitable relief in the form of specific
performance, temporary restraining order, temporary or permanent injunction or
any other equitable remedy which may then be available to the Company.
b. The Executive acknowledges that the granting of a temporary
injunction, temporary restraining order or permanent injunction merely
prohibiting the use of Confidential Information would not be an adequate remedy
upon breach or threatened breach of Sections 5 or 6 and consequently agrees,
upon proof of any such breach, to the granting of injunctive relief prohibiting
any form of competition with the Company. Nothing herein contained shall be
construed as prohibiting the Company from pursuing any other remedies available
to it for such breach or threatened breach.
<PAGE>
c. In the event that the Executive shall be in violation of the
aforementioned restrictive covenants, then the time limitation during which
breach or breaches should occur, and in the event the Company should be required
to seek relief from such breach in any court or other tribunal, then the
covenant shall be extended for a period of time equal to the pendency of such
proceedings, including appeal.
13. ATTORNEYS' FEES. The Executive agrees that in the event that the
Company is required to engage an attorney to enforce the terms of the covenants
in Sections 5 or 6 of this Agreement, the Executive shall pay all costs and
expenses of that attorney or firm, whether or not a complaint or suit is filed
with any court of competent jurisdiction.
14. FREEDOM TO CONTRACT. The Executive represents and warrants that the
Executive has the right to negotiate and enter into this Agreement, the grant of
the rights herein granted and that this Agreement does not breach, interfere
with or conflict with any other contractual agreement, covenant not to compete,
option, right of first refusal, or other existing business relationship. The
Executive acknowledges that this representation is a material inducement to the
Company entering into this Agreement and in the event that the Executive
breaches this warranty, the Executive agrees to indemnify and to hold harmless
the Company from any and all claims, actions, losses, damages, including without
limitation, reasonable attorneys' fees and costs.
15. TERMINATION.
a. TERMINATION WITHOUT CAUSE. The Company or the Executive may
terminate this Agreement without cause upon giving two (2) month's prior written
notice. During such two-month period, the Executive shall continue to perform
the Executive's duties pursuant to this Agreement, and the Company shall
continue to compensate the Executive in accordance with this Agreement.
b. MUTUAL AGREEMENT. The Company and the Executive may terminate this
Agreement by mutual agreement of the parties hereto at any time.
c. RIGHT OF THE COMPANY TO TERMINATE FOR "CAUSE". This Agreement may
be terminated immediately by the Company upon the occurrence of any of the
following events:
(1) Executive fails, neglects or refuses to perform in any material
respect any of the Executive's obligations hereunder at the time and in the
manner set forth herein;
<PAGE>
(2) Executive conducts himself in a degrading manner or engages in
any immoral practices or activities which may insult or offend the community and
therefore be material detrimental to the reputation, well-being or properties of
the Company, its officers, directors, shareholders or affiliated companies;
(3) Any assignment of this Agreement by the Executive;
(4) Executive materially breaches this Agreement;
(5) Executive materially jeopardizes the Company's ability to
operate its business;
(6) Executive manifests negligence or incompetence in the dis-
charge of the Executive's duties hereunder;
(7) Executive violates local, state or federal laws, rule or
policies of any governmental agency which may regulate the Company's business;
(8) Executive refuses to comply with the Company's policies,
standards or regulations;
(9) Executive is disabled so as to be unable to perform duties
required under this Agreement for a period of 30 consecutive days or 30 days in
any 90 day period; or
(10) Upon the death of the Executive; or
(11) Executive is arrested or convicted of a crime, pleads or
enters a plea of nolo contenders (no contest), even if adjudication is withheld
(this applies to any violation of the laws of any municipality, county, state,
or nation, including traffic offenses but not parking, speeding, inspection or
traffic signal violations), without regard to whether the person was placed on
probation, had adjudication withheld, paroled, or pardoned, including without
limitation, in connection with fraud, dishonesty, disloyalty, willful
misconduct, material dereliction or rendering services on behalf of the Company.
16. PUBLIC STATEMENTS. The Executive agrees not to directly or indirectly
publish, circulate, utter or disseminate, or cause to be published, circulated,
uttered or disseminated, in a manner or by any means whatsoever, to any person
or persons whomsoever, any statements, comments, or material whatsoever, which
could or would, in any manner whatsoever, either reflect unfavorably on the
reputation of the Company or harm, damage or impair the business or operations
of the Company unless required by law or by a valid order of a court of
competent jurisdiction.
<PAGE>
17. INDEMNITY. The Executive shall indemnify and hold harmless the
Company, its employees, officers, directors, stockholders and agents against any
and all loss, cost, liability, damage and expenses occasioned by or in
connection with any claim, demand, suit, proceedings, action or cause of action
asserted or instituted by any other person, firm or business entity, relating to
the violation or infringement of the rights of such other person, firm or
business entity, arising out of or in connection with the Executive's
performance of the services contemplated hereunder, or by the breach of the
Executive of any of the provisions of this Agreement.
18. BINDING EFFECT/ASSIGNMENT. This Agreement shall be binding upon the
parties hereto, their heirs, legal representatives, successors and assigns. This
Agreement shall not be assignable by the Executive but shall be assignable by
the Company in connection with the sale, transfer or other disposition of its
business or to any of the Company's affiliates controlled by or under common
control with the Company.
19. MISCELLANEOUS.
(a) ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof.
It supersedes all prior negotiations, letters and understandings relating to the
subject matter hereof.
(b) CHOICE OF LAW, VENUE AND WAIVER OF JURY TRIAL. This Agreement,
including any disputes hereunder and the interpretation, validity and/or
enforcement of any provision hereof, shall be governed by the laws of the State
of Tennessee. Any action brought involving any of the provisions of this
Agreement and/or enforcement of any of the covenants of this Agreement shall be
brought only in a Chancery Court in and for Knox County, Tennessee and the
parties agree that Knox County, Tennessee shall be the sole and exclusive
jurisdiction and to waive any claim relating to forum non convienes. The parties
further agree and hereby waive and release any right to a trial by jury in any
action arising out of the interpretation, enforcement or breach of this
Agreement. The Executive further agrees that the Executive must bring an action
arising out of this employment relationship within six (6) months from the date
of accrual of cause of action or forever be barred from bringing such action.
(c) EFFECT OF WAIVER. The failure of any party at any time or times
to require performance of any provision of this Agreement will in no manner
affect the right to enforce the same. The waiver by any party of any breach of
<PAGE>
any provision of this Agreement will not be construed to be a waiver by any such
party of any succeeding breach of that provision or a waiver by such party of
any breach of any other provision.
(d) SEVERABILITY. The invalidity of any provision or provisions of
this Agreement will not affect any other provision of this Agreement, which will
remain in full force and effect, nor will the invalidity of a portion of any
provision of this Agreement affect the balance of such provision.
(e) BINDING NATURE. This Agreement will be binding upon and will
inure to the benefit of the parties to this Agreement and their respective
successors and assigns.
(f) COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which will be deemed an original and all of which together
will constitute one and the same instrument.
20. CONSTRUCTION. This Agreement shall be construed within the fair
meaning of each of its terms and not against the party drafting the document.
EACH PARTY HAS ENTERED INTO THIS AGREEMENT WITHOUT UNDUE INFLUENCE, FRAUD,
COERCION, DURESS, MISREPRESENTATIONS OR ANY RESTRAINT HAVING BEEN PRACTICED UPON
THEM BY ANY OTHER PARTY. THE PARTIES TO THIS AGREEMENT HAVE READ THIS AGREEMENT,
UNDERSTAND ITS TERMS AND CONDITIONS, HAVE HAD THE OPPORTUNITY TO CONSULT WITH
INDEPENDENT COUNSEL OF THEIR OWN CHOICE AND AGREE TO BE BOUND BY ITS TERMS AND
CONDITIONS.
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written in Knox County, Tennessee.
THE COMPANY:
American Industrial Management, Inc.
/s/ Ella Chesnutt, Director
THE EXECUTIVE
/s/ Robert S. Lovelace
LEASE FOR MINERAL RIGHTS
MATERIAL LICENSE
----------------
THIS AGREEMENT is made as of the 18th day of June, 1996, by and between
PORTION OMITTED - CONFIDENTIAL TREATMENT hereinafter called "Licensor," and
INDUSTRIAL FABRICATIONS AND REPAIR, INC., a Tennessee corporation, hereinafter
called "Licensee".
WITNESSETH:
I . LICENSEE. Licensor hereby permits Licensee, subject to the provisions
hereof. to enter upon all of PORTION OMITTED - CONFIDENTIAL TREATMENT
hereinafter referred to as "Premises," in the County PORTION OMITTED
CONFIDENTIAL TREATMENT, State of PORTION OMITTED - CONFIDENTIAL TREATMENT for
the sole purpose of excavating and removing therefrom PORTION OMITTED -
CONFIDENTIAL TREATMENT hereinafter referred to as "Material," which is found
actually on the surface and for no other purpose.
1.1 During the term of this License as set forth in Section 2 hereof,
Licensee shall have the exclusive right to excavate and remove the Material from
the Premises, except for such exclusive right, Licensee's right to use the
Premises is nonexclusive, and Licensor and its nominees shall have the right to
enter and use the Premises for any purpose that will not unreasonably interfere
with the rights granted to Licensee under this License.
1.2 Licensee shall furnish Licensor with photographs of the Premises (i)
prior to excavating and removing therefrom any Material, and (ii) upon
expiration of this Agreement.
1.3 Licensee agrees not to create or permit the existence of any open pits
or shafts on the Premises.
1.4 This License is revocable by Licensor as provided in Section 2 hereof
Licensee agrees that Licensor shall not be estoppel to revoke this License,
notwithstanding any expenditure, regardless of amount, that may be incurred by
Licensee with respect to the Premises. Licensee further agrees that Licensee
shall not contest Licensor's right to revoke this License.
2. TERM. The term of this License shall be for five (5) years, commencing
on June 15, 1996 and ending on June 14, 2001 (the "Initial Term"), unless sooner
terminated as provided herein.
2.1 Provided (i) Licensee is not in default under the terms of this
<PAGE>
License either at the time this option is exercised or at the commencement of
the Extension Term (as hereinafter defined), and (ii) Licensor has not given
more than two (2) notices of default in any twelve (12) month period of
nonpayment of monetary obligations, Licensee may elect to extend the term of
this License for one (1) additional five (5) year term, commencing June 1, 2001
(the "Extension Term') by delivering to Licensor at least one hundred twenty
(120) day before the end of the Initial Term a written notice of such election.
The Extension Term shall be subject to all the terms and conditions of this
License, except that the minimum and actual royalties for Material removed from
the Premises during the Extension Term shall be subject to increase pursuant to
Section 3.4 below.
3. ROYALTY. Licensee agrees to pay to the Licensor at File PORTION OMITTED
CONFIDENTIAL TREATMENT the sum Thirty Thousand Dollars ($30,000.00) per annum,
payable in advance as minimum royalty, which shall be credited as payment on
account of the actual royalties to be paid by Licensee to Licensor hereunder for
the amount of Material removed from the above-described Premises. Licensee
agrees to pay to Licensor actual royalties for Material removed from the
Premises at the rate of Thirty Dollars ($30.00) per ton.
3.1 After all the minimum royalty, payment for the term hereof has been
credited against the actual royalties due and payable to Licensor hereunder,
Licensee shall thereafter pay to Licensor, within twenty (20) days after the
expiration of each and every calendar month during the period this agreement
remains in effect, any and all additional, actual royalties due and payable to
Licensor hereunder at the rates hereinabove provided for.
3.2 Licensee shall furnish to Licensor not later than the twentieth (20)
day of each calendar month, during the period this agreement remains in effect,
a statement in writing, in the form attached hereto as Exhibit "A," setting
forth the weight or volume of Material removed from the Premises. The statement
shall be accompanied by copies of sale receipts or weight certificates for all
Material removed, together with a draft, payable to Licensor, for the proper
amount of royalty due Licensor. If no Material is removed, a statement to that
effect shall be furnished to Licensor.
3.3 Licensee shall keep a complete and true account and record of Material
removed from the Premises. Licensee shall permit authorized representatives of
Licensor to examine such accounts and records from time to time.
3.4 In the event Licensee exercises its option to extend the term of this
License in accordance with the provisions of Section 2.1 hereof, Licensor may
increase the minimum and actual royalties payable during the Extension Period
<PAGE>
as provided herein. Licensor may give Licensee notice of an intended revision in
the minimum and actual royalties (the "Revision Notice") at any time after
Licensor's receipt of Licence's notice of election to extend the Initial Term of
this agreement. Licensor shall endeavor, but shall not be obligated, to deliver
the Revision Notice at least thirty (30) days prior to the commencement of the
Extension Term. Licensee shall give written notice of its acceptance or
rejection of the revised royalties within twenty (20) days of its receipt of the
Revision Notice. If Licensee fails to give such written notice in a timely
manner, Licensee shall be conclusively deemed to have accepted the revised
royalties as set forth in the Revision Notice. If Licensee gives timely written
notice of its rejection of the proposed revised royalties, Licensor and Licensee
shall have thirty (30) days within which to attempt to agree on the revised
royalties for the Extension Term and the parties shall meet and confer as
reasonably necessary. If the parties are able to agree on the revised royalties,
the revised royalties shall take effect on the first (St.) day of the Extension
Term, regardless of the date on which such agreement is reached. If the parties
are unable to agree within said thirty (30) day period, this License shall
automatically terminate and neither party shall have any further rights or
obligations hereunder except for obligations, of indemnity or otherwise, arising
out of any act, omission, or event occurring prior to the termination of this
License. In no event shall the minimum royalty payable for the Extension Term be
less than the minimum royalty amount payable for the Initial Term.
4. EXPENSES OF LICENSEE. Licensee shall pay, in addition to royalty, the
costs and expenses listed below:
4.1 TERM. Licensee shall pay, before they become delinquent, all charges,
fees, taxes and assessments imposed on the Premises by reason of Licensee's
activities or any improvement or personal property located on the Premises by or
on behalf Licensee, and any and all production or severance taxes computed or
based ,upon production or removal by Licensee of earth, rock and gravel from the
Premises. Licensor may pay such charges, fees, taxes or assessments, and any
penalties and interest thereon, and such payments will be repaid by Licensee on
demand.
4.2 Licensee shall pay, in addition to all other charges hereunder, any
privilege, sales, gross income or other tax (other than tax on net income)
imposed on Licensee or measured by amounts to be paid by Licensee hereunder.
4.3 UTILITIES. Licensee agrees to pay all water service charges and water
standby charges on, or assessed against, the Premises as a result of Licensee's
exercise of this License. Licensee agrees to pay for all utilities installed at
Licensee's request and for all utility services furnished to Licensee on the
Premises.
<PAGE>
4.4 OTHER EXPENSES. In addition to the taxes and utilities is described
above, and unless otherwise specified herein, Licensee shall bear the sole risk
and pay all costs and expenses of whatever kind and nature which arise from this
License, including, without limitation, expenses to, reconstruct, alter, repair
and maintain any improvements or personal property located on the Promises by or
on behalf of Licensee.
4.5 INTEREST. Licensee agrees to pay to Licensor interest at the rate of
ten percent (I 0%) per annum (based on a 360-day year), or at the highest rate
permitted by law, whatever is lower, upon any and all amounts whatsoever due to,
Licensor under this License, from the date payment of each such amount is due
and owing to Licensor or from tile date of each breach by Licensee of an
obligation hereunder, as the case may be, unless such payment is tendered or
paid to Licensor within thirty (30) days after the date a payment is due and
owing hereunder to Licensor or the date of such breach, as the case may be.
4.6 REIMBURSEMENT. If Licensor shall have made payments on behalf of
Licensee for any costs or expenses incurred herein, Licensee shall reimburse
Licensor within ten (10) days from the date amounts for such costs or expenses
were incurred. Licensor shall have a lien on any other Licensee-owned property
on Licensors property as security for repayment of said amounts and as security
for the royalties due to Licensor hereunder.
5 USE..
5.1 QUALIFICATIONS ON USE. Licensee shall neither use nor permit any use
of the Premises for any purpose other than that set forth in Section I hereof.
5.2 Licensor represents and warrants to Licensee that Licensor has full
rights and authority to grant this License. This License is subject to all
easements, leases, liens, conditions, restrictions, encumbrances and claims of
title which may affect the Premises. Licensee acknowledges that there may be
subterranean facilities on the Premises, notwithstanding the absence of markers,
monuments or maps indicating their existence. Licensee accepts the Premises
(including, without limitation, Licensor-owned improvements, if any) in their
present condition and without any representation or warranty by Licensor as to
the condition of such Premises or improvements, and Licensor shall not be
responsible for any defect or change of conditions in the Premises or such
improvements, any damage occurring thereto or for the existence of any violation
of any municipal, county, state or federal law, order, rule, regulation or
ordinance.
<PAGE>
5.3 Licensee, at its expense, shall arrange for the filing of any map
required under any subdivision map act and of any environmental impact report
required by any governmental body having jurisdiction in the matter.
5.4 Licensee shall, at its expense, comply with any reclamation
requirements imposed by governmental agencies having authority to do so. If any
governmental body seeks to impose any conditions on approval of Licensee's use
of the Premises, Licensor may terminate this License forthwith if any such
condition will affect any other property of Licensor or will affect the Premises
after this License is no longer in effect.
5.5 Licensee shall not (1) explore for, mine, extract or remove any
minerals of any kind or character including without limitation oil, natural gas,
hydrocarbon substances, geothermal steam, brines or minerals in solution, except
Material (2) commit any waste thereon, (3) remove any earth or soil, (4)
destroy, cut or remove any timber, trees or firewood standing or lying thereon,
or (5) permit others to commit any of said acts. Licensee shall not do or suffer
to be done in or upon said Premises any act or thing which is or may be a
nuisance. Licensee shall not use or permit others to use the Premises for any
unlawful or immoral purposes.
5.6 The Premises shall not be used for displaying signs and notices.
5.7 MAINTENANCE AND REPAIR. Licensee shall, at its expense and to the
satisfaction of Licensor, keep and maintain the Premises, and any other
improvements in good order and repair and in a neat and safe condition, and
promptly make all repairs and replacements that may become necessary to the
Premises or improvements or appurtenances thereto, whether structural or
nonstructural, ordinary or extraordinary. If Licensee shall fail to perform its
obligations under this Section 5.7, Licensor may take action to so keep and
maintain the Premises mid any improvements or appurtenances thereto, and
Licensee shall reimburse Licensor pursuant to Section 4.6 of this License.
5.8 CONSTRUCTION, ALTERATIONS AND LIENS.. License shall not repair
(except for emergency repair), construct, reconstruct or alter any improvements
or install any fixtures on the Premises or improvements without Licensor's prior
written consent.
5.9 Licensor has the right to post notices of non responsibility upon
the Premises, and to otherwise notify, actually or constructively, any entity or
persons supplying services or materials to the Premises that Licensor is not
responsible for the cost thereof. Licensee covenants and agrees to hold Licensor
and the Premises harmless from any mechanic's or materialmen's liens claimed by
any person, firm or corporation employed by or on behalf of Licensee. In the
<PAGE>
event of the filing of any such lien, Licensee shall cause such lien to be
released within five (5) days after Licensor's written notice to do so. Licensee
shall indemnify and defend Licensor against all liability, cost and expense
(including attorney's fees) incurred by Licensor as a result of any such lien.
5.10. DAMAGE. If any damage is caused to land, or to crops, grass, trees,
livestock, improvements, or other property on the Premises, Licensee agrees to
promptly repair or pay the full replacement value of such damaged property
(regardless of amortization) to Licensor, at Licensor's discretion.
6. INDEMNIFICATION AND INSURANCE.
6.1 GENERAL. Licensee agrees to release, hold harmless, indemnify and
defend (with counsel approved by Licensor) Licensor from and against all
liability, cost and expense (including, without limitation, attorneys' fees, in
addition to costs of suit and judgment) for loss of or damage to any property or
loss of the use thereof or for injury to or death of any person when arising or
resulting from
(a) Licensee's breach of any provision of this License, or
(b) the use of the Premises or improvements by Licensee, its
agents, employees, or any third party (other than agent, employee or invitee of
Licensor),
whether or not caused or contributed to by the negligence, active or passive or
otherwise, of Licensor, its employees, agents, invitees or any other person.
6.2 ENVIRONMENTAL IMPAIRMENT. Licensee shall, at its expense, comply
with all applicable laws, regulations, rules and orders, regardless of when they
become or became effective, including, without limitation, those relating to
health, safety, noise, environmental protection, reclamation, waste disposal,
and water and air quality and furnish satisfactory evidence of such compliance
to Licensor upon request.
6.3 Should any discharge, leakage, spillage, emission, or pollution of
any type occur upon or from the Premises due to Licensee's use and occupancy
thereof, Licensee, at its expense, shall be obligated to clean all the property
affected thereby, whether owned or controlled by Licensor or any third person,
to the satisfaction of Licensor (insofar as the property owned or controlled by
Licensor is concerned) and any governmental body having jurisdiction there over.
6.4 Licensee agrees to indemnify, hold harmless and defend (with counsel
approved by Licensor) Licensor against all liability, cost and expense
<PAGE>
(including, without limitation, attorneys' fees) incurred by Licensor as a
result of Licensee's breach of this section, or as a result of any discharge,
leakage, spillage, emission or pollution due to Licensee's use and occupancy,
regardless of whether such liability, cost or expense arises during or after
this License is in effect, unless such liability, cost or expense is proximately
caused solely by the active negligence of Licensor.
6.5 "Licensor" . The term "Licensor", as used in this Section 6,
includes Licensor, its subsidiaries and affiliates, and the successors and
assigns of any of them. Licensee shall pay all amounts due Licensor under this
Section 6 within ten (10) days after any such amounts become due.
6.6 INSURANCE. Licensee shall maintain insurance as required by the
Insurance Rider, attached to this License as Exhibit "B".
7. CONDEMNATION. In the event all or any portion of the Premises shall be
taken or condemned for public use (including, conveyance of deed in lieu of or
in settlement of condemnation proceedings), this License shall be revoked on the
sooner of the order of possession or the date of the final order of condemnation
or deed. Licensor shall be entitled to all compensation and damages arising out
of such taking or condemnation or sale in lieu thereof and Licensee shall assign
to Licensor any and all compensation and damages awarded to Licensee in
connection therewith.
8. TERMINATION OR EXPIRATION.
8.1 GENERAL Termination, revocation or expiration of this License shall
not release either party from liability resulting from an event which occurred
prior to such termination, revocation or expiration.
8.2 SURRENDER OF PREMISES. Upon termination or expiration of this
License, Licensee shall discontinue the use of the Premises and, within sixty
(60) days, remove all personal property of Licensee from the Premises. Licensee
shall restore the Premises as nearly as possible to the condition in which they
existed at the commencement of the License. Property of Licensee not removed
from the Premises within sixty (60) days after the termination, revocation or
expiration of this License shall become the property of Licensor. Licensee shall
leave any quarry or excavation on the Premises in a safe condition, properly
sloped and adequately safeguarded against accident to persons and livestock.
Licensee shall restore the Premises to conform with all governmental,
conservation and reclamation requirements. Licensee agrees to reimburse Licensor
for the cost and expense incurred by Licensor in restoration of the Premises and
disposing of said property of Licensee not so removed. If Licensee fails to
<PAGE>
surrender possession of the Premises upon termination or revocation of this
License (or expiration if Licensor does not consent to holdover), Licensor shall
have the right, to the extent permitted by law, to re-enter the Premises and
remove Licensee and any person or entity claiming through Licensee from the
Premises.
8.3 In the event Licensee shall cease to use the Premises for the purpose
specified in Section I hereof for a period of six (6) consecutive months, or
should Licensee fail or refuse to perform or comply with any of the covenants
and agreements of Licensee herein contained and such failure continues for a
period of sixty (60) days following Licensor's providing written notice thereof
to Licensee, or in the case of any assignment or transfer of this License by
operation of law, then, and in any such event, Licensor may, at its option,
terminate this License by giving fifteen (15) days' written notice of
termination to Licensee; provided, however, any waiver by Licensor of any
default shall not constitute a waiver of the right to terminate this License for
any subsequent default which may occur.
9. DEFAULT. Licensee shall be in default wider this Licensee if Licensee
fails or refuses to pay the royalties hereunder or any other amount when due or
if Licensee fails or refuses to perform any other covenant or condition.
9.1 If Licensee fails to cure a default within fifteen (15) days after
notice from Licensor to do so, Licensor shall have the right, without further
notice and in addition to any other remedies Licensor may have at law or equity,
to revoke this License forthwith and to retake possession of the Premises.
IO. NONWAIVER. Licensors failure to enforce or exercise its rights under any
term, condition or covenant of this License shall not be construed as a waiver
of such rights or such term, covenant or condition. Acceptance of royalties or
any other amounts payable hereunder shall riot be deemed a waiver of Licensor's
right to revoke this License as provided herein, regardless of when accepted.
11. ATTORNEYS' FEES. If either party takes any steps or brings an action to
compel performance of or to recover for breach of any term of this License, the
losing party shall pay reasonable attorneys' fees of the prevailing party, in
addition to the amount of judgment and costs.
12. PERSONAL NATURE OF LICENSE. This License is personal to Licensee. As such,
Licensee has no right to assign this License in whole or in part or sublicense
the Premises in whole or in part.
13. NOTICES. Any demands, notices or statements herein requested or required
to be given by one party to the other shall be in writing. Delivery of such
written notice, demand or statement shall be conclusively taken as sufficient if
<PAGE>
and when delivered in person or deposited in the United States mail, registered
or certified, postage fully prepaid, addressed, if to Licensor, at PORTION
OMITTED CONFIDENTIAL TREATMENT and, if to Licensee, at 2415 Sycamore Drive,
Knoxville, TN 37921. Either party hereto may by written notice change the
address to which such demands, notices or statements may be sent. Licensor may
change by written notice the address where payments to Licensor shall be made.
14. Time is of the essence of this License.
15. ENTIRE AGREEMENT: AMENDMENT, The contents of this License are the entire
agreement between the parties, and supersede all written or oral communication
between the parties prior to its execution, all understanding and negotiations
regarding the same having been merged herein, it being their intention that this
be an integrated Agreement. This License may not be modified except by a written
agreement signed by both parties.
IN WITNESS WHEREOF, the parties hereto have executed this agreement in
duplicate as of the day and year first herein written.
LICENSOR: LICENSEE:
PORTION OMITTED Industrial Fabrications and Repair, Inc.,
CONFIDENTIAL TREATMENT a Tennessee corporation
By:s/s By: s/s Lester E. Gann
Title: Vice President Title: President
CONSENT OF LYLE H. COOPER
LYLE H. COOPER
Certified Public Accountant
9051 Executive Park Drive
Suite 103
Knoxville, Tennessee 37923
Telephone: 423-691-8123 Telecopier: 423-691-8209
INDEPENDENT AUDITOR'S CONSENT
As independent certified pubic accountant, I hereby consent to the incorporation
by reference in the Registration Statement on Form SB-2 of our report dated
October 12, 1996 included in Workforce Systems Corp. Annual Report on Form
10-KSB for the year ended June 30, 1996 and to all references to this accounting
firm included in the Registration Statement.
s/s Lyle H. Cooper
Lyle H. Cooper
Knoxville, Tennessee
January 16, 1996
