-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OmMZxIoeZrLi2t9ErWZSq1yMoru4zRnMsn2R9s2HdWv0XQ840BXM/Zm+BFfBadqz vaI8fjJFlwBsKNHom2E/3w== 0000950134-96-000480.txt : 19960220 0000950134-96-000480.hdr.sgml : 19960220 ACCESSION NUMBER: 0000950134-96-000480 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960216 EFFECTIVENESS DATE: 19960306 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHOENIX INFORMATION SYSTEMS CORP CENTRAL INDEX KEY: 0000792157 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 133337797 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-01013 FILM NUMBER: 96522819 BUSINESS ADDRESS: STREET 1: 100 SECOND AVE SOUTH STREET 2: STE 1100 CITY: ST PETERSBURG STATE: FL ZIP: 33701 BUSINESS PHONE: 8138947674 MAIL ADDRESS: STREET 1: 100 SECOND AVE STREET 2: STE 1100 CITY: ST PETERSBERG STATE: FL ZIP: 33701 FORMER COMPANY: FORMER CONFORMED NAME: DYNASTY TRAVEL GROUP INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CS PRIMO CORP DATE OF NAME CHANGE: 19910718 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on February 16, 1996 Registration No. ___________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Phoenix Information Systems Corp. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 13-3337797 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 100 Second Avenue South, Suite 1100, St. Petersburg, Florida 33701 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Consulting and Services Compensation Agreement, as amended - -------------------------------------------------------------------------------- (Full title of the plan) Robert P. Gordon, 100 Second Avenue South, Suite 1100, St. Petersburg, Florida 33701 - -------------------------------------------------------------------------------- (Name and address of agent for service) (813) 894-8021 - -------------------------------------------------------------------------------- (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
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) Common Stock, 5,000,000 $3.25 $16,250,000 $5,603.44 $.01 Par Value (2) TOTALS 5,000,000 $16,250,000 $5,603.44
(1) The fee with respect to these shares has been calculated pursuant to Rule 457 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 Registrant'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.'s Electronic Bulletin Board. (2) To be issued, at the sole discretion of the Registrant, as Direct Shares, or Shares underlying options granted to and to be granted, under the Phoenix Information Systems Corp. Consulting and Services Compensation Agreement, dated February 24, 1994, as amended. 2 REGISTRATION OF ADDITIONAL SECURITIES The Registrant currently has an effective registration statement filed on Form S-8 relating to its employee benefit plan which registered securities of the same class as those being registered herewith, File No. 33-75862, filed with the Securities and Exchange Commission (the "Commission") on March 1, 1994. On December 4, 1995, the Registrant filed a reoffer prospectus covering control securities by means of Post Effective Amendment No. 1 to the aforementioned Form S-8. The Registrant incorporates by reference into this registration statement covering additional securities of the same class, the contents of its earlier initial registration statement on Form S-8 and the contents of its Post Effective Amendment No. 1, which are made a part hereof. EXHIBITS
Exhibit No. Description ----------- ----------- 4.1 Registration Statement of the Registrant on Form 8-A (filed on August 2, 1995, File No. 0-26532, and incorporated herein by reference) 5.1 Opinion of Counsel, Futro & Associates, P.C. 10.1 Consulting Services and Compensation Agreement, as amended (filed with the Registrant's Initial Registration Statement on Form S-8, filed on March 1, 1994, File No. 33-75862, and incorporated herein by reference) 23.1 Consent of Coopers & Lybrand, L.L.P., Certified Public Accountants 23.2 Consent of Counsel, Futro & Associates, P.C. (contained as a part of Exhibit 5.1 hereto)
3 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 of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Petersburg, State of Florida, on February 16, 1996. PHOENIX INFORMATION SYSTEMS CORP. By: /s/ Robert P. Gordon ------------------------------------- Robert P. Gordon, Chairman, President, and CEO Date: February 16, 1996 Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. By: /s/ Robert P. Gordon ------------------------------------- Robert P. Gordon, Chairman, President, and CEO Date: February 16, 1996 By: /s/ Leonard Ostfeld ------------------------------------- Leonard Ostfeld, Principal Financial Officer, Principal Accounting Officer and Vice President Date: February 16, 1996 By: /s/ Paul W. Henry ------------------------------------- Paul W. Henry, Secretary, Director Date: February 16, 1996 By: /s/ Xenophon L. Sanders ------------------------------------- Xenophon L. Sanders, Director Date: February 16, 1996 By: /s/ Robert J. Conrads ------------------------------------- Robert J. Conrads, Director Date: February 16, 1996 4 EXHIBIT INDEX
SEQUENTIALLY EXHIBIT NUMBERED NUMBER DOCUMENT PAGE 4.1 Registration Statement of the Registrant on Form 8-A, filed on * August 2, 1995, File No. 0-26532 5.1 Opinion of Counsel, Futro & Associates, P.C. 5 10.1 Consulting and Services Compensation Agreement, as amended * 23.1 Consent of Coopers & Lybrand, L.L.P., Certified Public Accountants 7 23.2 Consent of Counsel, Futro & Associates, P.C. (contained as a part 5 of Exhibit 5.1 hereto)
* Incorporated herein by reference. EX-5.1 2 OPINION OF COUNSEL 1 EXHIBIT 5.1 FUTRO & ASSOCIATES, P.C. Attorneys and Counselors at Law MCI TOWER 707 SEVENTEENTH STREET - 29TH FLOOR DENVER, COLORADO 80202 TELEPHONE (303) 295-3360 FACSIMILE (303) 295-1563 February 13, 1996 U.S. Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Phoenix Information Systems Corp. Form S-8 Registration Statement Ladies and Gentlemen: OPINION OF COUNSEL We have acted as counsel to Phoenix Information Systems Corp. (the "Company") in connection with the preparation and filing of a Registration Statement on Form S-8 (the "Registration Statement") covering registration under the Securities Act of 1933, as amended, of 5,000,000 shares of the Company's common stock, $.01 par value per share (the "Shares"), pursuant to the Phoenix Information Systems Corp., Consulting and Services Compensation Agreement dated February 24, 1994, as amended (the "Plan"). As such, we have examined the Registration Statement, the Company's Articles of Incorporation and Bylaws, as amended, and minutes of meetings of its Board of Directors. Based upon the foregoing, and assuming that the Shares will be issued as set forth in the Plan and Registration Statement, at a time when effective, and that the Company will fully comply with all applicable securities laws involved under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated pursuant to said Acts, and in those states or foreign jurisdictions in which the Shares may be sold, we are of the opinion that, upon proper and legal issuance of the Shares according the Registration Statement and receipt of the consideration to be paid for the Shares, the Shares will be validly issued, fully paid and nonassessable shares of Common Stock of the Company. This opinion does not cover any matters related to any re-offer or re-sale of the Shares by any Plan Beneficiaries, once properly and legally issued pursuant to the Plan as described in the Registration Statement. This opinion is not to be used, circulated, quoted or otherwise referred to for any other purpose without our prior written consent. This opinion is based on our knowledge of the law and facts as of the date hereof. This opinion does not address or relate to any specific state securities laws. We assume no duty to communicate with the Company in respect to any matter which comes to our attention hereafter. 2 FUTRO & ASSOCIATES, P.C. Attorneys and Counselors at Law U.S. Securities and Exchange Commission February 13, 1996 Page 2 CONSENT We consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to our firm in the prospectus which is made a part of the Registration Statement. Sincerely, FUTRO & ASSOCIATES, P.C. /s/ Peter G. Futro Peter G. Futro EX-23.1 3 CONSENT OF INDEPENDENT ACCOUNTANTS 1 EXHIBIT 23.1 (COOPERS & LYBRAND LETTERHEAD) CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement of Phoenix Information Systems Corp. on Form S-8 related to the Consulting and Services Compensation Agreement, as amended, of our report dated June 29, 1995, on our audits of the consolidated financial statements of Phoenix Information Systems Corp. and Subsidiaries as of March 31, 1995 and 1994 and for the years ended March 31, 1995, 1994 and 1993 and cumulative for the period from inception of development stage activities, April 1, 1989, through March 31, 1995, which report is included in the annual report on Form 10-K. /s/ COOPERS & LYBRAND L.L.P. COOPERS & LYBRAND L.L.P. Tampa, Florida February 9, 1996 -----END PRIVACY-ENHANCED MESSAGE-----