As filed with the Securities and Exchange
on September 24, 1997
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Workforce Systems Corp.
---------------------------
(Exact name of registrant as specified in its charter)
Florida 65-0353816
------- ----------
(State of Incorporation (I.R.S. Employer Identification No.)
or other Jurisdiction)
7777 Glades Road, Suite 211
Boca Raton, FL 33434
------------------------------------------------
(Address of Principal Executive Offices)(Zip Code)
Workforce Systems Corp.
STOCK COMPENSATION AGREEMENT
----------------------------
(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
-------------------------------------------------------
(Name, Address and Telephone Number for Agent of Service)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
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 90,900 $4.88 $443,592 $134.42
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 Agreement that is covered
by the registration statement computed upon the basis of the closing bid price of
the Common Stock, being $4.88 share, as reported on the NASD OTC Bulletin Board on
September 22, 1997.
</TABLE>
<PAGE>
WORKFORCE SYSTEMS CORP.
CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K
Form S-8 Item Number
and Caption Caption in Prospectus
-------------------- ---------------------
1. Forepart of Registration Statement Facing Page of Registration
and Outside Front Cover Page of Statement and Cover Page of
Prospectus Prospectus
2. Inside Front and Outside Back Cover Inside and Outside Cover Page
Pages of Prospectus of Prospectus
3. Summary Information, Risk Factors Not Applicable
and Ratio of Earnings to Fixed Charges
4. Use of Proceeds Not Applicable
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Not Applicable
8. Plan of Distribution Cover Page of Prospectus
9. Description of Securities to be Description of Securities;
Registered Stock Compensation Agreement
10. Interests of Named Experts Not Applicable
and Counsel
11. Material Change Not Applicable
12. Incorporation of Certain Information Incorporation of Certain
by Reference Documents by Reference
13. Disclosure of Commission Position on Indemnification; Undertakings
Indemnification for Securities Act
Liabilities
<PAGE>
PROSPECTUS
WORKFORCE SYSTEMS CORP.
90,900 Shares of Common Stock
$.001 par value
Issued Pursuant to the Company's
Stock Compensation Agreement
This Prospectus is part of a Registration Statement which registers an
aggregate of 90,900 shares of common stock, par value $.001 per share ("Common
Stock") of Workforce Systems Corp. (the "Company") issuable upon the exercise of
options which the Company has granted to Manny J. Shulman ("Shulman") pursuant
to that certain Amended and Restated Consulting and Acquisition Management
Agreement with Shulman (the "Shulman Consulting Agreement"). The shares of
Common Stock to be issued upon the exercise of such options are hereinafter
referred to as the "Compensation Stock." The Company has been advised that such
individual may sell all or a portion of the Compensation Stock 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, and the Company
will not receive any proceeds from such sales.
No person has been authorized by the Company to give any information or to
make any representation other than as contained in this Prospectus, and if given
or made, such information or representation must not be relied upon as having
been authorized by the Company. Neither the delivery of this Prospectus nor any
distribution of the Compensation Stock issuable pursuant to the terms of the
Stock Compensation Agreement shall, under any circumstances, create any
implication that there has been no change in the affairs of the Company since
the date hereof.
______________
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 September 23, 1997.
1
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and, in accordance
otherwise, files reports, proxy statements and other information with the
Securities and Exchange Commission ("Commission"). Reports, proxy statements and
other information filed with the Commission can be inspected and copied at the
public reference facilities of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Copies of this material can also be obtained at
prescribed rates from the Public Reference Section of the Commission at its
principal office at 450 Fifth Street, N.W., Washington, D.C. 20549. The Company
has also recently begum 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.
The Company has filed with the Commission a Registration Statement on Form
S-8 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Act") with respect to the aggregate of 90,900 shares of the Company's
Common Stock underlying options to be issued pursuant to the Stock Compensation
Agreements. This Prospectus, which is Part I of the Registration Statement,
omits certain information contained in the Registration Statement. For further
information with respect to the Company and the Compensation Stock, reference is
made to the Registration Statement, including the exhibits thereto. Statements
in this Prospects as to any document are not necessarily complete, and where
such document is an exhibit to the Registration Statement or is incorporated by
reference herein, each such Statement is qualified in all respects by the
provisions of such exhibit or other document, to which reference is hereby made,
for a full statement of the provisions thereof. A copy of the Registration
Statement, with exhibits, may be obtained from the Commission's office in
Washington, D.C. (at the above address) upon payment of the fees prescribed by
the rules and regulations of the Commission, or examined there without charge.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated hereby by reference and made a part hereof:
1. The Company's Annual Report on Form 10-KSB/A for the fiscal year
ended June 30, 1996.
2. The Company's Quarterly Report on Form 10-QSB/A for the nine months
ended March 31, 1997.
3. Report on Form 8-K dated June 4, 1997.
2
<PAGE>
4. Report on Form 8-K dated August 6, 1997.
5. Report on Form 8-K dated August 12, 1997.
6. Report on Form 8-K dated September 15, 1997.
7. Report on Form 8-K dated September 22, 1997.
8. All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual report
referred to above.
All reports and documents filed by the Company pursuant to Section 13, 14
or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed incorporated
by reference herein and to be a part hereof from the respective date of filing
of such documents. Any statement incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this Prospectus.
The Company hereby undertakes to provide without change to each person,
including any beneficial owner, to whom a copy of the Prospectus has been
delivered, on the written or oral request of any such person, a copy of any or
all of the documents referred to above which have been or may be incorporated by
reference in this Prospectus, other than exhibits to such documents. Written
requests for such copies should be directed to Corporate Secretary, Workforce
Systems Corp., 7777 Glades Road, Suite 211, Boca Raton, FL 33434, telephone 561-
488-4802.
3
<PAGE>
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
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. In May 1997 the manufacturing division
was further expanded through the acquisition of 100% of the issued and
outstanding stock of Federal Supply, Inc. and Federal Fabrication, Inc.
(collectively, "Federal"). Federal fabricates and distributes custom-designed
fire sprinkler systems and components.
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, 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.
On September 22, 1997 the Company acquired 100% of the issued and
outstanding capital stock of LPS Acquisition Corp. ("LPS") in exchange for an
aggregate of 270,000 shares of the Company's restricted common stock from LPS'
shareholders in a private transaction exempt from registration under the
Securities Act of 1933, as amended, pursuant to Section 4(2) thereof. LPS, doing
business as Lantana Peat and Soil, is a distributor of high quality custom soil
mixes to wholesale nurseries throughout South Florida. Annualized revenues are
currently estimated at $3 million.
4
<PAGE>
The majority shareholder of LPS, owning approximately 85.2% of LPS, was
Darren Apel, a non-affiliate of the Company. Minority shareholders in LPS, each
owning approximately 7.4% of the issued and outstanding stock, were Barbara
Hausman, wife of Robert Hausman who is Chairman and President of the Company and
Ronna Newman Rutstein, wife of C. Lawrence Rutstein, who is a director of the
Company. Both Messrs. Hausman and Rutstein disclaim any ownership interest in
LPS by virtue of their spouses holdings.
The calculation of the consideration paid by the Company in the
acquisition of LPS was based upon was based upon a percentage of the significant
revenue base of LPS of approximately $3 million on an annualized basis. Pursuant
to the terms of the agreement for the acquisition of LPS, the sellers are
required to deliver to the Company a fairness opinion as to the amount of
consideration tendered by the Company in the share for share exchange. In the
event such fairness opinion does not support the exchange ratio, such exchange
ratio shall be adjusted by mutual agreement between the parties.
The Company's executive offices are located at 7777 Glades Road, Suite
211, Boca Raton, Florida, telephone 561-488-4802.
Stock Compensation Agreement
On April 3, 1997 the Company entered into a Consulting and Acquisition
Management Agreement with Shulman pursuant to which Shulman would assist the
Company in identifying and evaluating merger or acquisition candidates for the
Company as well as assisting the Company in the identification, evaluation and
structure of mergers, consolidations, acquisitions, joint ventures and strategic
alliances. On August 6, 1997 the parties entered into that certain Amended and
Restated Consulting and Acquisition Management Agreement (the "Shulman
Agreement"), a copy of which is filed herewith as Exhibit 4.1 hereto. In
connection with such agreement, Shulman would receive a fee of not less than
three percent (3%) of the Aggregate Market Value (as that term is defined in the
Shulman Agreement) upon the consummation of an acquisition. In connection with
the acquisition of the stock of LPS consummated by the Company on September 22,
1997 as hereinbefore described , Shulman was authorized to receive options to
acquire 90,900 shares of Common Stock at an exercise price of $1.75 per share in
discharge of the obligations owing to Shulman for the purposes of such
agreement.
Restrictions Under Securities Laws
The sale of the shares of Compensation Stock must be made in compliance
with federal and state securities laws. Officers, directors and 10% or greater
stockholders of the Company, as well as certain other persons or parties who may
be deemed to be "affiliates" of the Company under Federal securities laws,
should be aware that resales by affiliates can only be made pursuant to an
effective registration statement, Rule 144 or any other applicable registration.
5
<PAGE>
DESCRIPTION OF SECURITIES
Common Stock
The Company is authorized by its Articles of Incorporation to issue
10,000,000 shares of Common Stock, of which 2,492,446 were issued and
outstanding as of September 22, 1997. 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 authorize 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 September 22, 1997 there are 30 shares of
Series A Preferred Stock and 30,000 shares of Series C Preferred Stock issued
and outstanding, with 1,969,970 shares of preferred stock remaining without
designation.
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 transferrable
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
Preferred of the Company then outstanding. Such Series B Preferred has
subsequently been converted to Common Stock pursuant to its designations, rights
and preferences and the series has been retired.
6
<PAGE>
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
transferrable 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 Preferred of the Company then outstanding. For the calendar years
of 1996 and 1997 the Board of Directors has determined that dividends, if any,
on the Series C Preferred Stock will be paid at its discretion. No dividends
were paid in the calendar year of 1996 and none have been declared, nor is it
anticipated any will be declared, during the calendar year of 1997.
Over-The-Counter Market
The Company's Common Stock is traded on the over-the-counter market on the
NASD OTC Bulletin Board under the symbol "WFSY."
Transfer Agent
The Company's transfer agent is Florida Atlantic Stock Transfer, Inc.,
5701 North Pine Island Road, Suite 325, Tamarac, Florida 33321.
LEGAL MATTERS
Certain legal matters in connection with the securities being offered
hereby will be passed upon for the Company by Atlas, Pearlman, Trop and Borkson,
P.A., 200 East Las Olas Boulevard, Suite 1900, Fort Lauderdale, Florida 33301.
Members of the firm are the owners of an aggregate of 7,488 shares of the
Company's Common Stock.
EXPERTS
The consolidated financial statements of the Company included in the
Company's Annual Report on Form 10-KSBA for the fiscal year ended June 30, 1996,
incorporated by reference herein, have been incorporated herein in reliance on
the report of Lyle H. Cooper, Certified Public Accountant, and upon the
authority of that firm as experts in auditing and accounting.
INDEMNIFICATION
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
7
<PAGE>
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 attorney's 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 officers of the Company, provided said officers of directors acted
in good faith.
Insofar as indemnification for 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 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.
8
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
The documents listed in (a) and (b) below are incorporated by reference in
the Registration Statement.
(a) The Registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of th Exchange Act; and
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Registrant's Annual
Report referred to in (a) above.
Item 4. Description of Securities
-------------------------
A description of the Registrant's securities is set forth above under the
heading "Description of Securities."
Item 5 Interest of Named Experts and Counsel
-------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
A description of the indemnification of the Registrant's officers and
directors is set forth above under the heading "Indemnification."
Item 7. Exemption from Registration Claimed
-----------------------------------
Not Applicable.
Item 8. Exhibits
--------
The Exhibit Index immediately preceding the exhibits is attached hereto
and incorporated herein by such reference.
Item 9. Undertakings
------------
1. The Registrant hereby undertakes:
9
<PAGE>
(a) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with resect to the Agreement of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement;
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement related to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(c) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
2. The Registrant undertakes that, for the purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the registration statement relating to
the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
10
<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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boca Raton, Florida this 22 day of September, 1997.
Workforce Systems Corp.
By: /s/ Robert L. Hausman
----------------------------------------
Robert L. Hausman,
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ Robert Hausman President/Chairman September 22, 1997
- ----------------------------
Robert L. Hausman
/s/ Mark Weisz Director September 22, 1997
- ----------------------------
Mark Weisz
/s/ Larry Rutstein Director September 22, 1997
- ----------------------------
Larry Rutstein
/s/ Jayme Dorrough Director September 22, 1997
- ----------------------------
Jayme Dorrough
The foregoing represents a
majority of the Board of Directors
11
<PAGE>
EXHIBIT INDEX
4.1 Amended and Restated Consulting and Acquisition Management Agreement with
Manny J. Shulman and Shulman & Associates, Inc. dated August 6, 1997
5 Opinion of Atlas, Pearlman, Trop & Borkson, P.A.
23.1 Consent of Atlas, Pearlman, Trop & Borkson, P.A. is included in Exhibit 5
23.2 Consent of Lyle H. Cooper, Certified Public Accountant.
================================================================================
Form of Amended and Restated
Consulting and Acquisition Management Agreement
================================================================================
AMENDED AND RESTATED CONSULTING AND ACQUISITION
MANAGEMENT AGREEMENT
This Amended and Restated Consulting and Acquisition Management Agreement
as of the 6th day of August, 1997 by and between Workforce Systems, Corp., a
Florida corporation (the "Company") and Shulman & Associates, Inc., a Florida
corporation ("Shulman").
WHEREAS, on April 3, 1997 pursuant to that certain Consulting Acquisition
Management Agreement (the "April Agreement") the Company engaged the services of
Shulman (the "Services") to identify and evaluate merger or acquisition
candidates for the Company as well as to assist the Company in the
identification, evaluation and structure mergers, consolidations, acquisitions,
joint ventures and strategic alliances (hereinafter collectively referred to as
"Acquisitions").
WHEREAS, on May 29, 1997 the Company consummated the acquisition of
Federal Supply, Inc. and Federal Fabrication, Inc. (the "Federal Acquisition").
The Federal Acquisition was brought to the Company by Shulman and Shulman
rendered certain services to the Company in connection therewith pursuant to the
terms of the April Agreement.
WHEREAS, on July 30, 1997 Shulman was compensated for its services in
connection with the Federal Acquisition.
WHEREAS, based upon discussions between the parties subsequent to the
consummation of the Federal Acquisition, the parties have determined that the
written terms of the April Agreement does not properly reflect the oral
understandings of the parties reached prior to the execution of the April
Agreement.
WHEREAS, the parties hereto wish to clarify the written terms of the April
Agreement to properly reflect the oral understandings of the parties regarding
the terms of the engagement of Shulman and hereby to restate the April Agreement
in its entirety.
NOW THEREFORE, in consideration of the mutual promises contained herein and
intending to be legally binding hereby, the parties hereto agree as follows:
1. RECITALS. The foregoing recitals are true and correct.
2. CONSULTING SERVICES.
<PAGE>
2.1 The Company hereby retains Shulman as a consultant to perform
the Services and to assist the Company in the closing of Acquisitions for the
account of Company upon such terms and conditions as are acceptable to Company
and Shulman hereby accepts such engagement. Notwithstanding anything to the
contrary contained herein, each Acquisition shall be subject to the approval of
the Company, which approval may be withheld or delayed for any reason in the
Company's sole and absolute discretion.
2.2 Shulman shall, in connection with each proposed Acquisition
assist the Company as requested in the consummation of the transaction. If any
Acquisition other than the Star Hosiery, Inc. acquisition is completed by the
Company or an affiliate during the term of this Agreement, Shulman shall be
entitled to the compensation set forth in Paragraph 4 hereof. Shulman, however,
agrees that it will participate as may be requested by the Company in the Star
Hosiery, Inc. acquisition.
3. TERM. This agreement shall be for a term ("Term") of five (5)
years from the date of the April Agreement hereof. However, the Agreement may be
terminated by either party on the annual anniversary date of this Agreement upon
thirty (30) days prior written notice.
4. COMPENSATION. The Company shall pay the following compensation
to Shulman in consideration of the Services to be rendered hereunder:
4.l. A monthly fee of one thousand dollars ($1,000.00) during
the term of this Agreement. Such fee shall include normal out of pocket expenses
incurred by Shulman. Any extraordinary expenses for which Shulman desires to be
reimbursed must be approved in writing in advance by the Company; and
4.2 A grant by the Company of options to purchase an
aggregate of 500,000 shares of the Company's common stock, such options to be
effective as of April 3, 1997 and exercisable until July 3, 1997 at an exercise
price of $1.00 per share. Of such amount, one-third of the options (the
"Retainer Options") shall be allocated as a retainer for the Services during the
Term of this Agreement and the remaining two-thirds (the "Transaction Options")
shall serve as a portion of the compensation due Shulman upon the consummation
Acquistions during the Term of this Agreement; and
4.3. Upon the consummation of an Acquisition by the Company
or a subsidiary thereof during the Term of this Agreement, a fee (the
"Transaction Fee") in an amount to-be-negotiated by the parties based upon the
scope of participation of Shulman in such Acquisition will be paid to Shulman;
<PAGE>
PROVIDED, HOWEVER, that such Transaction Fee shall be not less than three
percent (3%) of the Aggregate Market Value (as hereinafter defined) of the
Acquisition. It is the understanding of the parties hereto that a portion of the
Transaction Options in an amount to be mutually agreed upon by the parties
hereto shall be allocated to a Transaction Fee due Shulman during the Term of
this Agreement and the balance of such Transaction Fee, if any, to be paid in
cash or registered shares of the Company's common stock or a combination thereof
upon the mutual agreement of the parties hereto.
4.4. For the purposes of this Agreement, Aggregate Market
Value shall mean (i) in the event that the Company, or substantially all of its
issued and outstanding stock is acquired, the number of fully diluted shares of
the Company's common stock so acquired times the fair market value per share of
the cash paid and/or the securities issued by the acquiring party, (ii) in the
event that the Company acquires another entity, or its stock, the fair market
value of the cash paid and/or the securities issued by the Company for such
other entity's common stock, and (iii) in the event of an Acquisition of the
Company's assets, or an Acquisition by the Company of assets of another entity,
the fair market value of the pre-tax consideration received or paid (as the case
may be) by the Company including assumption of indebtedness. For the purpose of
this Agreement, the fair market value of equity and debt securities will be
determined based upon (i) the closing sale price for such securities on the
registered national securities exchange providing the primary market in such
securities on the last trading day prior to the closing date of the Acquisition
or other transaction, or (ii) if such securities are not so traded, the good
faith estimate of the Board of Directors of the Company.
4.5 In the event this Agreement is terminated or expires
pursuant to the provisions of Paragraph 3 hereof, the provisions of subparagraph
4.3 shall be in effect for a period of one year from such termination date; and
with respect to any Acquisitions introduced by Shulman to the Company, for a
period of two (2) years from the termination date.
4.6 In the event Shulman shall have exercised all or any
portion of the options granted pursuant to Paragraph 4.2 hereof, upon the
expiration of the Term of this Agreement and upon the request of the Company,
Shulman shall return to the Company a number of shares of the Company's common
stock equal to the value of the Transaction Options which have not been
allocated by the Company to Acquistions based upon the provisions of
subparagraph 4.3 hereof.
5. ENTIRE AGREEMENT. This Agreement contains the entire agreement
among the parties with respect to the subject matter hereof and supersedes all
prior agreements, written or oral, with respect thereto.
<PAGE>
6. WAIVERS AND AMENDMENTS. This Agreement may be amended,
modified, superseded, canceled, renewed or extended, and the terms and
conditions hereof may be waived, only by a written instrument signed by the
parties or, in the case of a waiver, by the party waiving compliance. The rights
and remedies herein provided are cumulative and are not exclusive of any rights
or remedies which any party may otherwise have at law or in equity.
7. GOVERNING LAW. This Agreement shall be governed and construed
in accordance with the laws of the State of Florida.
8. NO ASSIGNMENT. This Agreement is not assignable by the parties
without the prior consent of the other party.
9. SEVERABILITY. The invalidity or unenforceability of any term,
phrase, clause, paragraph, restriction, covenant, agreement or other provision
of this Agreement shall in no way affect the validity or enforcement of any
other provision or part thereof.
10. NO AGENCY. Shulman shall not, without the express written
consent of the Company, hold itself out as the agent of the Company, nor shall
Shulman have the authority to bind the Company or incur liabilities on behalf of
the Company, except as otherwise provided for herein, without the express
written consent of the Company.
11. NOTICES. All notices to be given hereunder shall be in
writing, with fax notices being an acceptable substitute for mail and/or and
delivery to:
If to Shulman: 7777 Glades Road
Suite 213
Boca Raton, Florida 33434
Attention: Manny Shulman, President
If to the Company: 1410 SW 8 Street
Pompano Beach, Florida 33069
Attention: Bob Hausman, President
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement on the date first
above written.
WORKFORCE SYSTEMS CORP.
BY:
-------------------------------
Bob Hausman, President
SHULMAN & ASSOCIATES, INC.
BY:
-------------------------------
Manny Shulman, President
================================================================================
Opinion of Atlas, Pearlman, Trop & Borkson, P.A.
================================================================================
ATLAS, PEARLMAN, TROP & BORKSON, P.A.
Attorneys At Law
New River Center
200 East Las Olas Boulevard
Fort Lauderdale, Florida 33301
Telephone (954) 763-1200
Miami (305) 940-7847
West Palm Beach (407) 737-2627
Facsimile (954)766-7800
September 22, 1997
Workforce Systems Corp.
1410 SW 8 Street
Pompano Beach, FL 33309
Re: Registration Statement on Form S-8
Gentlemen:
This opinion is submitted pursuant to applicable rule of the
Securities and Exchange Commission with respect to the registration by Workforce
Systems Corp.(the "Company") of 90,900 shares of Common Stock, par value $.001
per share (the "Common Stock") issued pursuant to that certain Amended and
Restated Consulting and Acquisition Management Agreement between the Company and
Manny J. Shulman and Shulman & Associates, Inc. Members of this firm are the
owners of an aggregate of 7,488 shares of the Company's Common Stock.
In our capacity as counsel to the Company, we have examined the
original, certified, conformed, photostat or other copies of the compensation
agreements, the Company's Certificate of Incorporation, By-Laws and corporate
minutes provided to us by the Company. In all such examinations, we have assumed
the genuineness of all signatures on original documents, and the conformity to
originals or certified documents of all copies submitted to us as conformed,
photostat or other copies. In passing upon certain corporate records and
documents of the Company, we have necessarily assumed the correctness and
completeness of the statements made or included therein by the Company and we
express no opinion thereon.
Based upon and in reliance of the foregoing, we are of the opinion
that the Common Stock, when issued in accordance with the terms of the
compensation agreement will be validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion in the Registration
Statement on Form S-8 to be filed with the Commission.
Very truly yours,
ATLAS, PEARLMAN, TROP & BORKSON, P.A.
s/s Atlas, Pearlman, Trop & Borkson, P.A.
================================================================================
Consent of Lyle H. Cooper, Certified Public Accountant
================================================================================
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 CONSENT
As independent certified public accountant, I hereby consent to the
incorporation by reference in the Registration Statement on Form S-8 of our
report dated October 12, 1996, except as to Note 13 as to which date is March
21, 1997, included in Workforce Systems Corp.'s Annual Report on Form 10-KSBA
for the year ended June 30, 1996, and to all references to this accounting firm
included in the Registration Statement.
/s/ Lyle H. Cooper
Lyle H. Cooper
Knoxville, Tennessee
September 22, 1997
