Employee Benefit and Consulting Services Compensation Plans
The Company currently has in effect three separate Employee Benefit and
Consulting Services Compensation Plans: 1) The "Visitors Services International
Corp. Employee Benefit and Consulting Services Compensation Plan" (the "VSI
Plan"); 2) the "TeleServices International Group Inc. Employee Benefit and
Consulting Services Compensation Plan" (the "TSIG Plan"); and 3) the
"TeleServices Employee Benefit and Consulting Services Compensation Plan" (the
"TeleServices Plan"). The VSI Plan covers 17,500,000 shares of common stock, the
TSIG Plan covers 10,000,000 shares of common stock, and the TeleServices Plan
covers 20,000,000 shares of common stock. All shares covered by all three plans
have been registered on seven separate Form S-8 registration statements.
Under all plans the Company may issue shares of common stock and/or
grant options to purchase common stock to qualified consultants, advisors,
officers, directors and employees of the Company and its subsidiaries. The
purpose of the plans is to promote the best interests of the Company and its
stockholders by providing a means of non-cash remuneration to eligible
participants who contribute to operating progress of the Company. The plans are
administered by the Company's Board of Directors or a committee thereof which
has the discretion to determine from time to time the eligible participants to
receive an award; the number of shares of stock issuable directly or to be
granted pursuant to option; the price at which the option may be exercised or
the price per share in cash or cancellation of fees or other payment which the
Company or its subsidiaries are liable if a direct issue of stock and all other
terms on which each option shall be granted.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth, as of the date of this report, the
stock ownership of each person known by the Company to be the beneficial owner
of five percent or more of the Company's Common Stock, each executive officer
and director individually and all executive officers and directors of the
Company as a group. No other class of voting securities is outstanding. Each
person is believed to have sole voting and investment power over the shares
except as noted.
17
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<TABLE>
<CAPTION>
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Amount and Nature of
Name and Address of Beneficial Owner (1) Beneficial Ownership(1)(2) Percent of Class (3)
- - ---------------------------------------- -------------------------- --------------------
<S> <C> <C>
Robert P. Gordon (4) 40,723,950 34.87%
Paul W. Henry (5) 888,360 1.15
Michael J. Gordon (6) 345,665 *
John Hwang (7) 503,572 *
James H. Guild (8) 194,438 *
Includes all officers and directors of the 42,655,985 35.93
Company as a group (5 persons)
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</TABLE>
- - -----------------------
* Represents less than one percent.
(1) Unless otherwise indicated, all shares are beneficially owned by the
persons named. The address of each person is 100 Second Avenue South,
City Center, Suite 1000, St. Petersburg, Florida 33701.
(2) Includes the amount of shares each person or group has the right to
acquire within 60 days pursuant to options, warrants, rights,
conversion privileges or similar obligations.
(3) Based upon 76,078,966 shares outstanding, plus the amount of shares
each person or group has the right to acquire within 60 days pursuant
to options, warrants, rights, conversion privileges or similar
obligations.
(4) Robert P. Gordon may be deemed to be a founder of the Company. Robert
P. Gordon individually owns 12,086,667 shares; Elizabeth K. Gordon, his
wife, individually owns 909,857, 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 and Elizabeth K. Gordon.
Included in the table are up to 26,666,667 shares which Mr. Gordon may
have the right to acquire pursuant to the $5,000,000 Revolving Credit
Loan Agreement Revolving Credit Master Note between Mr. Gordon and the
Company, each dated April 23, 1998, in the event that the should the
full amount of the loan is funded and should Mr. Gordon elect to
convert the debt to shares of restricted common stock.
(5) Paul W. Henry is Secretary, Treasurer and a Director of the Company.
Included in the table are 35,000 shares owned by Mr. Henry; 15,000
shares in a custodian account for his minor son (which is controlled by
Mr. Henry, who disclaims any beneficial ownership thereof); and options
that have vested or will be vested within the next 60 days to purchase
838,360 shares.
(6) Michael J. Gordon is a director of the Company. Included in the table
are 304,000 shares owned by Mr. Michael Gordon; and options that have
vested or will be vested within the next 60 days to purchase 41,665
shares.
(7) John Hwang is a director of the Company. Included in the table are
options that have vested or will be vested within the next 60 days to
purchase 503,572 shares.
(8) James H. Guild is President of the Company. Included in the table are
options that have vested or will be vested within the next 60 days to
purchase 194,438 shares.
Item 12. Certain Relationships and Related Transactions.
On April 23, 1998, the Company entered in to a Revolving Credit Loan
Agreement and Revolving Credit Master Note with Robert P. Gordon, the Company's
Chairman, whereby Mr. Gordon would loan, at his discretion, up to $5,000,000 to
the Registrant over the following year, if and when requested by the
disinterested members of the Board of Directors. The loan may be repaid in cash
or in restricted common stock of the Registrant, at the option of Mr. Gordon. On
February 22, 1999, Mr. Gordon elected to convert $1,000,000 in principal due
under the loan into shares of restricted common stock at the conversion rate of
$.15 per share, resulting in the issuance of 6,666,667 shares.
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This corrects previous understanding and shows that this credit
agreement has, in fact, been utilized. |
