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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TeleServices International Group Inc.
(Exact name of Company as specified in its charter)
Florida 59-2773602
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
100 Second Avenue South, Suite 1000, St. Petersburg, Florida 33701
(Address of Principal Executive Offices) (Zip Code)
TeleServices Stock Option Plan
(Full title of the plan)
Robert P. Gordon, 100 Second Avenue South, Suite 1000,
St. Petersburg, Florida 33701
(Name and address of agent for service)
(813) 895-4410
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered per share price registration fee (1)
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Common Stock,
$.0001 Par Value (2) 12,000,000 $0.28 $3,360,000.00 $991.20
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TOTALS 12,000,000 $3,360,000.00 $991.20
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(1) The fee with respect to these shares has been calculated pursuant to Rule
457(h)(1) and Rule 457(c) of Regulation C under the Securities Act of 1933,
as amended, and based upon the average of the bid and asked price per share
of the Company's common stock on a date within five (5) days prior to the
date of filing of this Registration Statement, as reported on the National
Association of Securities Dealers, Inc. Electronic Bulletin Board.
(2) To be issued, at the sole discretion of the Company, as direct shares, or
shares underlying options granted to and to be granted, under the
TeleServices Stock Option Plan (the "Plan").
EXPLANATORY NOTE
Pursuant to General Instruction C of Form S-8, this Registration Statement
contains a Prospectus prepared in accordance with the requirements of Part I of
Form S-3 relating to the reoffering of up to 12,000,000 shares issuable directly
or upon exercise of stock options granted or to be granted under the Plan.
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
The document(s) containing the information concerning the TeleServices
Stock Option Plan (the "Plan"), required by Item 1 of Form S-8 under the
Securities Act of 1933, as amended (the "Act"), and the statement of
availability of company information, employee benefit plan annual reports and
other information required by Item 2 of Form S-8 will be sent or given to
participants as specified by Rule 428. In accordance with Rule 428 and the
requirements of Part I of Form S-8, such documents are not being filed with the
Securities and Exchange Commission (the "Commission") either as part of this
registration statement on Form S-8 (the "Registration Statement") or as
prospectuses or prospectus supplements pursuant to Rule 424. TeleServices
International Group Inc., a Florida corporation (the "Company"), shall maintain
a file of such documents in accordance with the provisions of Rule 428. Upon
request, the Company shall furnish to the Commission or its staff a copy or
copies of all of the documents included in such file.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The contents of the Company's Annual Report on Form 10-KSB for the year
ended December 31, 1997 is incorporated by reference into this Registration
Statement. All documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, after the date of this Registration Statement and prior to the
termination of the offering shall be deemed to be incorporated by reference into
this Registration Statement and to be a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement 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 such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement. The Company will provide without charge to each person to whom a copy
of this Registration Statement is delivered, on the written or oral request of
such person, a copy of any or all of the documents referred to above which have
been or may be incorporated by reference into this Registration Statement, other
than certain exhibits to such documents. Requests for such copies shall be
directed to Shareholder Relations, TeleServices International Group Inc., 100
Second Avenue South, Suite 1000, St. Petersburg, Florida 33701 (telephone:
813-895-4410).
ITEM 4. DESCRIPTION OF SECURITIES.
COMMON STOCK.
The authorized capital of the Company consists of 100,000,000 shares of
Common Stock, $.0001 par value per share. The holders of the shares of Common
Stock have equal ratable rights to dividends from funds legally available
therefore, when, as and if declared by the Board of Directors of the Company and
entitled to share ratably in all of the assets of the Company available for
distribution to holders of Common Stock upon the liquidation, dissolution or
winding-up of the affairs of the Company. Holders of Common Stock do not have
pre-emptive, subscription or conversion rights. There are no redemption
provisions in the Company's Articles of Incorporation. Holders of Common Stock
are entitled to one vote per share on all matters which shareholders are
entitled to vote upon at all meetings of the shareholders. All shares of Common
Stock to be issued in this offering, when paid for in accordance with the terms
hereof, will be validly issued, fully paid and non-assessable.
The Company's Bylaws permit the holders of the minimum number of shares
necessary to take action at a meeting of shareholders (normally a majority of
the outstanding shares) to take action by written consent without a meeting,
provided notice is given within ten days to all other shareholders.
The holders of shares of Common Stock do not have cumulative voting
rights, which means that the holders of more than 50% of such outstanding shares
can elect all of the directors of the Company.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Futro & Trauernicht, LLC, Attorneys and Counselors at Law, counsel to
the Company, and whose opinion as to the validity of the issuance of shares
hereunder is attached hereto as Exhibit 5.5, may in the future be issued shares
or options to purchase shares pursuant to the Plan, which shares of Common Stock
may be restricted or registered pursuant to this Registration Statement.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The General Corporation Law of Florida eliminates the personal
liability of its directors to the Company or its stockholders for monetary
damages for breach of fiduciary duty of loyalty and care as a director, unless:
(a) the director breached or failed to perform his duties as a director; and (b)
the directors breach of, or failure to perform, those duties constitutes: (i) a
violation of criminal law, unless the director had reasonable cause to believe
his conduct was lawful or had no reasonable cause to believe his conduct was
unlawful; (ii) a transaction from which the director derived an improper person
benefit, either directly or indirectly; (iii) a circumstance under which a
director votes for or assents to an unlawful distribution; (iv) in a proceeding
by or in the right of the Company to procure a judgment in its favor or in the
right of a shareholder, conscious disregard for the best interests of the
Company, or willful misconduct; or (v) in a proceeding by or in the right of
someone other than the Company or a shareholder with, recklessness or an act of
omission which was committed in bad faith or with malicious purpose or in a
manner exhibiting wanton and willful disregard of human rights, safety or
property.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit Number Description
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4.1 The Company's Articles of Incorporation, as amended, which define the rights
of holders of the equity securities being registered (2)
4.2 The Company's Bylaws, as amended, which define the rights of holders of the
equity securities being registered (3)
5.6 Opinion of Counsel, Futro & Trauernicht, LLC (1)
10.3 TeleServices Stock Option Plan (1)
23.14 Consent of Schumacher & Associates, Inc., Certified Public Accountants (1)
23.15 Consent of Futro & Trauernicht, LLC (4)
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(1) Filed herewith.
(2) Incorporated by reference to Exhibit 3.5 to the Company's Form 10-QSB for the quarter ended March 31, 1997.
(3) Incorporated by reference to Exhibit 3.3 to the Company's Current Report on Form 8-K dated October 17, 1996
and filed October 23, 1996.
(4) Included in Exhibit 5.6.<<><><>
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