This is part of the edgar filing concerning the 12 million share offering:
SELLING SECURITY HOLDERS
The following table sets forth all persons eligible to resell and the
amounts of securities available to be resold, if known at the date of this
Prospectus, whether or not they have a present intent to do so. Reoffer and
resales of the following securities may be made on a continuous or delayed basis
in the future. The shares of Common Stock being registered hereunder for reoffer
and resale are defined as control securities and have been or may be acquired by
the Selling Security Holders, each of whom are deemed or may be deemed to be
affiliates of the Company, pursuant to the Company's Stock Option Plan (as
restated).
Relationship with Number of Shares Number of Shares Percentage of
Name and address of Company within beneficially owned which may be Shares beneficially
Selling Stockholder past three years before the offering offered for resale owned after offering
Robert P. Gordon (1) 4,796,208 (2) 7,000,000 (2) 24.9
Suite 1000
100 Second Ave. South
St. Petersburg, FL 33701
Stephen G. McLean (3) 33,333 (4) 250,000 (4) *
Suite 1000
100 Second Ave. South
St. Petersburg, FL 33701
Persons unknown to the (5) (5) 4,750,000 (5) 10.0
Company
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* Indicates less than 1%.
(1) Robert P. Gordon, 47, has served as the Chairman and a Director of the
Registrant since September 26, 1996. Mr. Gordon founded the Registrant's
subsidiary, VSI, in 1992 to meet the demanding requirements of the
domestic tourism industry. As founder and chairman of Phoenix Information
Systems Corp. ("Phoenix"), a firm that invested ten years and millions of
dollars to develop an airline and hotel reservation system for
international markets, Mr. Gordon recognized that sophisticated automated
destination system software could be programmed to exceed the
specifications of any domestic or international hospitality and tourism
marketing program currently in use. Mr. Gordon is chairman of Heaven
International, Inc. (formerly Harvest International of America, Inc.), a
company engaged in the development of global tourism. Mr. Gordon has a BA
in Philosophy and Biology from New York University, where he also did his
graduate studies.
(2) Mr. Gordon individually owns 2,325,591 shares of the Company's common
stock, Elizabeth K. Gordon, his wife, individually owns 1,409,857, and
they jointly own 698,750 shares. Also included are 362,010 shares owned
by Heaven International, Inc., which is controlled by Robert P. Gordon.
On December 8, 1997, Mr. Gordon was granted a total of 7,000,000 options
to purchase common stock under the Plan, exercisable at $0.15 per share,
expiring on December 31, 2002. The shares underlying these options are
being registered hereunder for possible reoffer and resale, which may be
made on a continuing or delayed basis in the future. On April 20, 1998,
Mr. Gordon was granted an additional 7,000,000 options to purchase common
stock
Reoffer Prospectus 11
under the Plan, exercisable at $0.15 per share, expiring on April 30,
2003. At the date of this prospectus, Mr. Gordon has not exercised any of
these options.
(3) Stephen G. McLean, 43, has served as Chief Executive Officer and a
Director of the Registrant since September 26, 1996. Mr. McLean first
joined the Registrant's subsidiary, VSI, in early 1996 as Chief Executive
Officer and became a Director of VSI in January 1997. Previously, he was
Corporate Vice President-Worldwide Marketing for Indigo NV, an
innovative, high-technology printing and marketing communications
company. At Indigo, Mr. McLean was responsible for the domestic and
foreign marketing strategy of one of the fastest growing publicly traded
companies in the United States. Mr. McLean was also instrumental in
formulating and implementing the successful launch strategy for the
E-Print 1000, the world's first digital offset printing press. Prior to
joining Indigo, Mr. McLean held various executive positions at Scitex
America Corporation, including Vice President-Strategic Planning, Vice
President-Marketing and Vice President-National Division. The division
penetrated the major account segments of the printing and publishing
industry. Mr. McLean holds B.S. and J.D. degrees from Suffolk University
in Boston as well as an MBA from Northeastern University. He is a member
of the Massachusetts Bar.
(4) Mr. McLean individually owns 33,333 shares of the Company's common stock.
Mr. McLean has been granted 250,000 options to purchase the Company's
common stock under the Plan, at an option exercise price of $0.30 per
share. The options vest at the rate of 13,888 per month for 18 months
commencing January 24, 1999, expiring on March 31, 2002. The shares
underlying the options are being registered hereunder for possible
reoffer and resale (in accordance with their vesting schedule), which may
be made on a continuing or delayed basis in the future.
(5) As the names of any other Selling Security Holders and the amounts of
securities to be reoffered become known, the Registrant will supplement
this Prospectus with such information.
PLAN OF DISTRIBUTION
Up to 12,000,000 of the shares of Common Stock offered hereby may be
sold by the Selling Security Holders, and may be offered privately or through
the selling efforts of brokers or dealers unknown to the Registrant.
DESCRIPTION OF SECURITIES TO BE REGISTERED
The Company's Articles of Incorporation, as amended, included in
Exhibit 3.5 to the Company's Form 10-QSB for the quarter ended March 31, 1997,
and the Company's Bylaws, as amended, included in Exhibit 3.3 to the Company's
Current Report on Form 8-K dated October 17, 1996, define the rights of holders
of the Common Stock being registered. The securities to be registered hereunder
for reoffer and resale by the Selling Security Holders are of the same class.
The Selling Security Holders have or will acquire the shares of Common Stock
pursuant to Company's employee's and consultant's benefit plan, entitled the
"TeleServices Stock Option Plan," as may be amended from time to time (the
"Plan"). The shares to be issued pursuant to the Plan and the shares underlying
any grant of option thereunder have been registered with the Securities and
Exchange Commission under its Registration Statement on Form S-8, of which this
reoffer prospectus is a part. |
