AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 29, 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)
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 25, 1996 the Company entered into a Stock Compensation
Agreement with Reveal Online Information, Inc. and Charles Steinmetz its
authorized agent (collectively, "ROI"), whereby the Company agreed to issue an
aggregate of 50,000 shares of the Company's Common Stock as compensation for
services to be rendered by ROI in connection with the provision of services
related to the establishment and maintenance of the web sites. On January 25,
1996 the Company entered into a Stock Compensation Agreement with The Merlin
Group, Inc. and Steven T. Dorrough as its authorized agent, whereby the Company
agreed to issue an aggregate of 80,000 shares of its Common Stock as
compensation for certain strategic planning and consulting services related to
the start-up of PTP, for the consolidation and restructure of the Company's core
operations and development of a business strategy for the balance of fiscal
1996. On January 25, 1996 the Company entered into a Stock Compensation
Agreement with Charles B. Pearlman, Esq. whereby the Company agreed to pay Mr.
Pearlman 25,000 shares of its Common Stock as compensation for planning and
business consulting services. On January 25, 1996 the Company entered into a
Stock Compensation Agreement with William P. Heath, III whereby the Company
agreed to pay Mr. Heath 5,000 shares of its Common Stock as compensation in
connection with his services in connection with the formation and start-up of
PTP. On January 25, 1996 the Company entered into a Stock Compensation Agreement
with Atlas, Pearlman, Trop & Borkson, P.A. and Charles B. Pearlman, Esq. its
authorized agent whereby the Company agreed to pay the firm 10,000 shares of its
Common Stock as compensation for one year of legal services. Finally, in June
1995 the Company engaged Infinity Financial Group, Inc. and Joseph Vazquez, its
President and Principal (collectively, "Infinity") pursuant to a Stock
Compensation Agreement ("June Agreement") between the parties whereby Infinity
was engaged to locate, evaluate and assist the Company in the negotiations for
the acquisition of one or more additional subsidiaries for the Company. In
January 1996 the Company agreed to pay Infinity 26,000 shares of its Common
Stock as compensation for services rendered in connection with the June
Agreement.
<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. 333-958 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. 333-958 on Form S-8
has been signed by the following persons in the capacities and on the dates
indicated.
/s/ Ella Boutwell Chesnutt Director May 28, 1997
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Ella Boutwell Chesnutt
/s/ Jayme Dorrough Director May 28, 1997
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Jayme Dorrough
