As filed with the Securities and Exchange on June 19, 1997
Registration No. 333-958
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)
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 186,000 $5.37 $998,820 $302.67
Stock
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(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 $5.37 share, as reported on the NASD OTC Bulletin Board on
January 26, 1996.
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The Registrant hereby amends the text and the specified exhibit to the
registration statement on Form S-8, File No. 333-958, 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.
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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. 1 to Registration Statement No. 333-958 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. 333-958 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
