Here's the 8-K in its entirety.
TYPE: 8-K SEQUENCE: 1 DESCRIPTION: FORM 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (earliest event reported): June 1, 1999
TELESERVICES INTERNATIONAL GROUP INC.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 33-11059-A 59-2773602
--------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
100 Second Avenue South, Suite 1000, St. Petersburg, Florida 33701
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (727) 895-4410
-----------------------------
--------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
ITEM 5. OTHER EVENTS.
A. Special Shareholders' Meeting. On Thursday, July 8, 1999, the Company will
hold a Special Shareholders' Meeting. The purpose of the meeting is to (i)
approve the name change of the Company from TeleServices International Group
Inc. to TeleServices Internet Group Inc., and (ii) approve an increase in the
authorized common stock of the Company from 100,000,000 shares to 300,000,000
shares. Only shareholders who owned stock at the close of business on May 24,
1999 will be entitled to vote at this meeting or any adjournments that may take
place. The date of the meeting, which was originally scheduled to be held on
June 28, 1999, has been moved to July 8, 1999. This date change was necessary
due to the independent mailing agent's failure to timely send notices to all
shareholders.
B. Reorganization of Business Operations; Change in Management. In June of
1999, the Company announced a strategic realignment which involved eliminating
its Online Services Division and focusing on its myMusicCard program and its
Web-based call center. As a result of this change in business focus, the
following changes occurred:
John Hwang resigned as an employee and director of the Company and J. R.
LeShufy replaced Mr. Hwang as a director. J. R. LeShufy was president of Basic
Investments, Ltd., a major investor in the Company. He is also a director of
Inkine Pharmaceuticals (NASDAQ:INKP), a biopharmaceutical company. Mr. LeShufy
is a private investor and entrepreneur with a background in developing
companies. He was the president and founder of Consolidated Fine Arts Ltd., an
innovative marketing company for the visual arts, primarily in graphics and art
books.
James Guild and Robert Newton resigned as employees of the Company. The
duties of overseeing the operations of the Company will be assumed by a
Management Committee comprised of Robert Gordon, Chairman and CEO; Paul Henry,
Managing Director; and Tony Peterson, VP Finance.
The vice presidents of the myMusicCard group will manage account
relationships as follows: Lifetime Learning Systems and the National Music
Foundation, Joseph Avila, VP; The Signature Group and TEMPO, Jeannie Lewin, VP;
Nettaxi Online, the Babe Ruth League and the Tampa Bay Lightning and Ice Palace,
and new account development, Kimberly Haber, VP of Sales and Marketing. Richard
Olson, Vice President, will continue to oversee the myMusicCard distributor
program, which has commenced operations.
Timothy Heidemann, Vice President of Call Center Operations, will continue
to operate the Web-based call center, and Hernan Ramirez will continue as Vice
President of Bilingual Programs in the TeleServices Division.
C. Lawsuit Settled. On June 8, 1999, a lawsuit pending in Circuit Court for
Pinellas County, Florida was dismissed after a court-approved settlement in the
case. The lawsuit originated on February 9, 1998, when Robert P. Gordon, who is
an officer and director of the Company, individually filed a lawsuit against
Felcrest Trading Ltd. ("Felcrest"). On October 23, 1998, Felcrest filed a third
party complaint against the Company, VSI (the Company's subsidiary), and current
and former officers and directors of the Company and VSI and other third
parties. Pursuant to the settlement, the Company issued an aggregate of
4,402,923 shares of its common stock to Felcrest and the former officers and
directors who had indemnification claims
2
against the Company for the legal fees they incurred, while Mr. Gordon returned
4,402,923 of his shares to the Company for cancellation. Consequently, there was
no increase in the outstanding shares of common stock as a result of the
settlement. The issuance by the Company was exempt from registration pursuant to
Section 3(a)(10) of the Securities Act of 1933.
D. Escrow of Shares Pursuant to Convertible Debentures. On June 2, 1999,
Robert P. Gordon returned 7,000,000 of his shares of common stock to the Company
for cancellation to allow the Company to place an additional 7,000,000 shares in
escrow for the benefit of holders of convertible debentures. The Company is
obligated to reissue 7,000,000 shares to Mr. Gordon after the shareholders
approve an amendment to the articles of incorporation to increase the authorized
common stock of the Company.SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TELESERVICES INTERNATIONAL GROUP INC.
By: /s/ Robert P. Gordon
---------------------------------------
Robert P. Gordon, Chairman |
