AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 29, 1997
Registration No. 333-4728
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 April 15, 1996 the Company entered into a Consulting Agreement with
Barry Rothman, a copy of which is filed as Exhibit 4.1 hereto, which provides
for the payment of 3,774 shares of the Company's common stock in connection with
the services to be rendered thereunder. On May 1, 1996 the Company entered into
a Finder's Fee Agreement with Infinity Financial Group, Inc., and Joseph Vazquez
as its President and Principal, a copy of which is filed herewith as Exhibit
4.2, which provides for the payment of a finder's fee related to the Ginsburg
License of 60,000 shares of the Company's common stock. On May 3, 1996 the
Company entered into a Stock Compensation Agreement with The Merlin Group, Inc.
and Steven T. Dorrough as its authorized agent, a copy of which is filed
herewith as Exhibit 4.3, which provides for the payment of 90,000 shares of the
Company's common stock for certain consulting services set forth in such Stock
Compensation Agreement. For purposes of this registration statement, the
aggregate of 153,774 shares of the Company's common stock to be issued to Mr.
Rothman, Mr. Vazquez and Infinity Financial Group, Inc. and Mr. Dorrough and The
Merlin Group, Inc. as aforedescribed are 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. 333-4728 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. 333-4728 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
