As filed with the Securities and Exchange on June 19, 1997
Registration No. 333-20249
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 2 TO THE
FORM S-8 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Workforce Systems Corp.
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(Exact name of registrant as specified in its charter)
Florida 65-0353816
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(State of Incorporation (I.R.S. Employer Identification No.)
or other Jurisdiction)
8870 Cedar Springs Lane, Suite 5
Knoxville, Tennessee 37923
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(Address of Principal Executive Offices)(Zip Code)
Workforce Systems Corp.
STOCK COMPENSATION AGREEMENTS
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(Full title of Plan)
Joel D. Mayersohn, Esq.
Atlas, Pearlman, Trop & Borkson, P.A.
200 East Las Olas Boulevard, Suite 1900
Fort Lauderdale, FL 33301
305-763-1200
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(Name, Address and Telephone Number for Agent of Service)
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CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed Maximum Proposed Maximum Amount of Registration
Securities to Registered Offering Price Per Aggregate Registration Fee
be Registered Share (1) Offering Price(1)
_________________________________________________________________________________________
<S> <C> <C> <C> <C>
Common 275,000 $3.00 $825,000 $250.00
Stock
_________________________________________________________________________________________
(1) Determined pursuant to Rule 457(h) the registration fee was calculated on the basis
of the maximum number of securities issuance under the Agreements that are covered
by the registration statement computed upon the basis of the closing bid price of
the Common Stock, being $3.00 share, as reported on the NASD OTC Bulletin Board on
January 20, 1997.
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<PAGE>
The Registrant hereby amends the text and the specified exhibit to the
registration statement on Form S-8, File No. 333-20249, as set forth below:
TEXT OF ITEMS AMENDED
The Section entitled "Stock Compensation Agreement - General" is hereby
amended to the delete all references to a Stock Compensation Agreement with
Atlas, Pearlman, Trop & Borkson, P.A and Charles B. Pearlman, Esq. as its
authorized agent, a copy of which was filed as Exhibit 4.6 hereto, which
provided for the payment of 10,000 shares of the Company's common stock in
connection with legal services to be rendered thereunder (the "APT Stock"). Such
stock is being deregistered by this post-effective amendment. In addition, this
post-effective amendment shall serve to file an amended and restated Stock
Compensation Agreement with Charles B. Pearlman, Esq., a copy of which is filed
hereto as Exhibit 4.6, which reflects a clarification in the scope of the
engagement of Mr. Pearlman.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Post-Effective
Amendment No. 2 to Registration Statement No. 333-20249 on Form S-8 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Knoxville, Tennessee this 18th day of June, 1997.
Workforce Systems Corp.
By: /s/ Ella Boutwell Chesnutt
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Ella Boutwell Chesnutt,
President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 to Registration Statement No. 333-20249 on Form
S-8 has been signed by the following persons in the capacities and on the dates
indicated.
/s/ Ella Boutwell Chesnutt Director June 18, 1997
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Ella Boutwell Chesnutt
/s/ Jayme Dorrough Director June 18, 1997
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Jayme Dorrough
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EXHIBIT INDEX
4.6 Form of Amended and Restated Stock Compensation Agreement with Charles B.
Pearlman, Esq.
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FORM OF AMENDED AND RESTATED STOCK COMPENSATION AGREEMENT
WITH CHARLES B. PEARLMAN, ESQ
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AMENDED AND RESTATED STOCK COMPENSATION AGREEMENT
THIS AMENDED AND RESTATED STOCK COMPENSATION AGREEMENT is made as of the
18th day of June, 1997 by and between Workforce Systems Corp., a Florida
corporation (hereinafter referred to as the "Company"), and Charles B. Pearlman,
Esq. (hereinafter referred to as "Pearlman").
WHEREAS, the Company is a publicly-held company with three operating
divisions, including manufacturing, employee staffing and consumer products.
WHEREAS, Pearlman is an attorney and affiliated with Atlas, Pearlman, Trop
& Borkson, P.A., counsel to the Company.
WHEREAS, Pearlman does not perform nor does he supervise the performance
of any of the legal work for the Company undertaken by Atlas, Pearlman, Trop &
Borkson, P.A., such matters being the responsibility of Joel D.
Mayersohn, Esq., a partner of the firm.
WHEREAS, on January 2, 1997 the Company and Pearlman entered into that
certain Stock Compensation Agreement ("January 1997 Agreement") whereby the
Company engaged Mr. Pearlman to provide certain legal services to under during
the calendar year commencing January 1, 1997 under a flat fee
arrangement.
WHEREAS, the parties wish to amend the such agreement to clarify the scope
of such engagement.
WHEREAS, this Amended and Restated Stock Compensation Agreement shall
supersede in all respects the January 1997 Agreement.
NOW, THEREFORE, in consideration of the recitals, promises and conditions
in this Agreement, the parties hereto agree as follows:
1. RECITALS. The foregoing recitals are true and correct.
2. ENGAGEMENT. The Company hereby engages Pearlman to provide certain
legal advisory services which are unrelated to those provided by Atlas,
Pearlman, Trop & Borkson, P.A. in areas related to general corporate law, as
well as matters involving the due diligence of business matters related to
pending or contemplated acquisition (the "Services"). Pearlman shall make
himself available to the Company on a special priority basis to render the
Services to the Company at the discretion of the Board of Directors upon
reasonable notice.
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3. COMPENSATION. As full and complete compensation for the Services,
the Company shall pay Pearlman an aggregate of 5,000 shares of the Company's
common stock (the "Compensation Stock"). In connection therewith, the Company
shall file a registration statement with the Securities and Exchange Commission
registering the Compensation Stock under the Securities Act of 1933, as amended.
4. EXPENSES. Pearlman shall be solely responsible for the payment on
any and all expenses incurred by him in rendering the Services including, but
not limited to, costs of photocopies and telephone services.
5. MISCELLANEOUS.
(a) Any notice, request, demand or other communication required or
permitted hereunder shall be deemed to be properly given when personally served
in writing or when deposited in the United States mail, first class postage
prepaid, addressed to the other party at the addresses appearing in this
Agreement. Either party may change its address by written notice made in
accordance with this section.
(b) This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective legal representatives, administrators,
executors, successors, subsidiaries and affiliates. This Agreement may not be
assigned by Pearlman.
(c) This Agreement shall be governed and construed in accordance with
the laws of the State of Florida.
(d) This Agreement constitutes the entire agreement between the parties.
No promises, guarantees, inducements or agreements, oral or written, express or
implied, have been made other than as contained in this Agreement. This
Agreement can only be modified or changed in writing signed by both parties
hereto.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and date first above written.
Workforce Systems Corp.
By:
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Ella Boutwell Chesnutt,
President
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Charles B. Pearlman, Esq.
