As filed with the Securities and Exchange
on May 22, 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)
8870 Cedar Springs Lane, Suite 5
Knoxville, Tennessee 37923
------------------------------------------------
(Address of Principal Executive Offices)(Zip Code)
Workforce Systems Corp.
MARKETING SERVICES 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)
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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 10,082 $3.50 $35,287 $11.00
- ----------------------------------------------------------------------------------------------------
(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 $ 3.50 share, as reported on the NASD OTC Bulletin Board on May 20, 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 of
Pages of Prospectus 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; Stock
Registered Compensation Agreements
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.
10,082 Shares of Common Stock
$.001 par value
Issued Pursuant to a
Marketing Service Agreement
This Prospectus is part of a Registration Statement which registers an
aggregate of 10,082 shares of common stock, par value $.001 per share ("Common
Stock") of Workforce Systems Corp. (the "Company") payable to Joseph M. Vazquez
as compensation (the "Compensation Stock") pursuant to a written agreement (the
"Marketing Services Agreement"). The Company has been advised that Mr. Vazquez
may sell all or a portion of the Compensation Stock from time to time in the
over-the-counter market through brokers and that such shares will be sold at
market prices prevailing at the time of such sales and that 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
Marketing Services 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 May 22, 1997.
<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 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.
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 10,082 shares of the Company's
Common Stock to be issued pursuant to the Marketing Service Agreement. 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 for the nine months
ended March 31, 1997.
3. 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.
2
<PAGE>
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., 8870 Cedar Springs Lane, Suite 5, Knoxville, TN 37923, telephone
423-769-2380.
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, 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, 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.
The Company's executive offices are located at 8870 Cedar Springs Lane,
Suite 5, Knoxville, Tennessee 37923, telephone 423-769-2380.
Marketing Services Agreement
General
On May 21, 1997 the Company entered into a Marketing Services Agreement
with Joseph M. Vazquez, a copy of which is filed as Exhibit 4.1 hereto, which
provided for the issuance of 10,082 shares of the Company's common stock as
payment for certain past marketing services rendered to the Company (the
"Compensation Stock"). Such services included advising and assisting the Company
4
<PAGE>
in developing and implementing an investor relations program, dissemination of
press releases, due diligence packages and other publicly available inforamtion
on the Company and assisting and advising the Company in the creation of an
investor relations information and due diligence package.
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.
DESCRIPTION OF SECURITIES
Common Stock
The Company is authorized by its Articles of Incorporation to issue
25,000,000 shares of Common Stock, of which 1,794,144 were issued and
outstanding as of April 30, 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 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 April 30, 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.
5
<PAGE>
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.
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. 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 and paid 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. No
dividends were paid in the calendar year of 1996. It is the intent of the
Company to redeem the Series C Preferred Stock.
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 of Atlas, Pearlman, Trop & Borkson, P.A. are the
beneficially owners of an aggregate of 30,000 shares of the Company's Common
Stock.
6
<PAGE>
EXPERTS
The consolidated financial statements of the Company included in the
Company's Annual Report on Form 10-KSB/A 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
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.
7
<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:
8
<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.
9
<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 Knoxville, Tennessee this 22nd day of May, 1997.
Workforce Systems Corp.
By: /s/ Ella Boutwell Chesnutt
-----------------------------
Ella Boutwell Chesnutt,
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/ Ella Boutwell Chesnutt Director May 22, 1997
- --------------------------
Ella Boutwell Chesnutt
/s/ Jayme Dorrough Director May 22, 1997
- --------------------------
Jayme Dorrough
10
<PAGE>
EXHIBIT INDEX
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<S> <C>
4.1 Form of Marketing Services Agreement with Joseph M. Vazquez.
5.1 Opinion of Atlas, Pearlman, Trop & Borkson, P.A.
23.1 Consent of Atlas, Pearlman, Trop & Borkson, P.A. is included in Exhibit
5.1
23.2 Consent of Lyle H. Cooper, Certified Public Accountant.
</TABLE>
<PAGE>
================================================================================
Form of Marketing Services Agreement
with Joseph M. Vazquez
================================================================================
MARKETING SERVICES AGREEMENT
THIS AGREEMENT is made as of the 21 day of May , 1997 by and between
Joseph M. Vazquez (hereinafter referred to as the "Consultant") and Workforce
Systems Corp., a Florida corporation (hereinafter referred to as the "Company").
WHEREAS, the Company is a publicly-held company with three operating
subsidiaries.
WHEREAS, the Consultant has from time to time provided certain marketing
services to the Company including, but not limited to, (i) advising and
assisting the Company in developing and implementing an investor relations
program including, (ii) dissemination of press releases, due diligence packages
and other publicly available information on the Company, and (iii) assisting and
advising the Company in the creation of investor relations information and due
diligence packages (collectively, the "Services").
WHEREAS, the Company wishes to compensate the Consultant in full for all
Services.
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. COMPENSATION. As full and complete compensation for the Services,
the Company shall pay the Consultant an aggregate of 10,082 shares of the
Company's common stock. Such compensation shall constitute full and complete
satisfaction of any and all fees, expenses and costs of any kind whatsoever
which may be due the Consultant in connection with the performance of the
Services.
3. 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.
1
<PAGE>
(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 the Consultant.
(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.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and date first above written.
Workforce Systems Corp.
By:
-----------------------------
Ella Boutwell Chesnutt,
President
--------------------------------
Joseph M. Vazquez
2
================================================================================
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
May 21, 1997
Workforce Systems Corp.
105 West Fifth Avenue
Knoxville, TN 37917
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 10,082 shares of Common Stock, par value $.001 per share
(the "Common Stock") to be issued pursuant to a Marketing Services Agreement
with Joseph M. Vazquez.
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 and paid for in accordance with the terms of the
compensation agreements and the options contained therein will be validly
issued, fully paid and non-assessable.
Members of this firm are the beneficial owners of an aggregrate of 30,000
shares of the Company's Common Stock.
<PAGE>
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 for 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
May 21, 1997
