AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 29, 1997
Registration No. 333-20249
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 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)
Charles B. Pearlman, 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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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
______________
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY
STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.
The date of this Prospectus is May 29, 1997.
<PAGE>
The Section entitled "Stock Compensation Agreements - General" is hereby amended
in its entirety as follows:
On January 2, 1997 the Company entered into a Merger and Acquisition
Agreement with Longtin Products, Inc. and Joseph N. Longtin, as its President
and sole shareholder, a copy of which is filed as Exhibit 4.1 hereto, which
provides for the payment of 60,000 shares of the Company's common stock in
connection with the provision of services to be rendered thereunder in
connection with the location, evaluation and assistance in negotiations related
to acquisitions by the Company (the "LP Stock"). On January 2, 1997 the Company
entered into a Marketing Services Agreement with Infinity Financial Group, Inc.
and Joseph Vazquez, as its President, a copy of which is filed as Exhibit 4.2
hereto, which provides for the payment of 50,000 shares of the Company's common
stock in connection with the provision of services to be rendered thereunder in
connection with marketing for the Company (the "IFG Stock"). On January 2, 1997
the Company entered into an Advisory Agreement with The Merlin Group, Inc. and
Steven T. Dorrough as its authorized agent, a copy of which is filed as Exhibit
4.3 hereto, which provides for the payment of 100,000 shares of the Company's
common stock in connection with the provision of certain services to be rendered
thereunder relating to management, strategic planning and marketing (the "MG
Stock"). On January 2, 1997 the Company entered into a Stock Compensation
Agreement with Lester E. Gann, a copy of which is filed as Exhibit 4.4 hereto,
which provides for the payment of an aggregate of 10,000 shares of the Company's
common stock as a bonus under his employment agreement (the "Gann Stock"). On
January 2, 1997 the Company entered into a Consulting Agreement with Jeffrey
Noblin, a copy of which is filed as Exhibit 4.5 hereto, which provides for the
payment of an aggregate of 10,000 shares of the Company's common stock in
connection with the provision of certain services to be rendered thereunder in
connection with the Company's accounting and internal management computer
systems (the "Noblin Stock"). On January 2, 1997 the Company entered into a
Stock Compensation Agreement with Atlas, Pearlman, Trop & Borkson, P.A and
Charles B. Pearlman, Esq. as its authorized agent., a copy of which is filed as
Exhibit 4.6 hereto, which provides 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"). On January 2, 1997 the Company entered into a
Stock Compensation Agreement with Steve Cooper, a copy of which is filed as
Exhibit 4.7 hereto, which provides for the payment of up to 25,000 shares of the
Company's common stock in connection with the provision of certain services to
be rendered thereunder in connection with financial due diligence for the
Company. Finally, on January 2, 1997 the Company entered into a Stock
Compensation Agreement with Charles B. Pearlman, Esq., a copy of which is filed
hereto as Exhibit 4.8, which provides for the payment of 20,000 shares of the
Company's common stock in connection with legal services to be rendered
thereunder (the "Pearlman Stock"). The LP Stock, the IFG Stock, the MG Stock,
the Gann Stock, the Noblin Stock, the APT Stock, the Cooper Stock and the
Pearlman Stock are herein collectively referred to as the "Compensation Stock."
<PAGE>
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. 1 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 28th day of May, 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. 1 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 May 28, 1997
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Ella Boutwell Chesnutt
/s/ Jayme Dorrough Director May 28, 1997
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Jayme Dorrough
