-----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, Sp8fF2XYJhU5a5tzPSHFA6MPxM177EJB0THbnRAcUVIohAlstuZI/D308idHkgl8 fToe7366A2X1IJV8IHfBKg== 0000950134-96-003204.txt : 19960629 0000950134-96-003204.hdr.sgml : 19960629 ACCESSION NUMBER: 0000950134-96-003204 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960627 SROS: NONE GROUP MEMBERS: GORDON ROBERT P GROUP MEMBERS: HARVEST INTERNATIONAL OF AMERICA, INC. GROUP MEMBERS: VISITOR SERVICES, INC. SUBJECT COMPANY: 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: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-44587 FILM NUMBER: 96587230 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GORDON ROBERT P CENTRAL INDEX KEY: 0001017588 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O PHOENIX INFORMATION SYSTEMS CORP STREET 2: 100 2ND AVE S STE 1100 CITY: ST PETERSBURG STATE: FL ZIP: 33701 BUSINESS PHONE: 8138948021 MAIL ADDRESS: STREET 1: C/O PHOENIX INFORMATION SYSTEMS CORP STREET 2: 100 2ND AVE S STE 1100 CITY: ST PETERSBURG STATE: FL ZIP: 33701 SC 13G 1 SCHEDUL 13G 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. ________)* Phoenix Information Systems Corp. --------------------------------- (Name of Issuer) Common Stock ------------ (Title or Class of Securities) 719077 10 9 ----------- (CUSIP Number) Check the following box if a fee is being paid with this statement [ X ]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 to 8 pages 2 CUSIP No. 719077 10 9 13G Page 2 of 8 Pages 1. NAME OF REPORTING PERSON: Robert P. Gordon 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*: (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION: United States Citizen NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER: 7,715,830 (includes 27,052 shares owned directly, and 7,688,778 options exercisable within 60 days of 12/31/95) 6. SHARED VOTING POWER: -0- 7. SOLE DISPOSITIVE POWER: 7,715,830 (includes 27,052 shares owned directly, and 7,688,778 options exercisable within 60 days of 12/31/95) 8. SHARED DISPOSITIVE POWER: -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 7,715,830 (includes 27,052 shares owned directly, and 7,688,778 options exercisable within 60 days of 12/31/95) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 15.26% (see response to Item 4) 12. TYPE OF REPORTING PERSON*: IN Page 2 of 8 pages 3 CUSIP No. 719077 10 9 13G Page 3 of 8 Pages 1. NAME OF REPORTING PERSON: Harvest International of America, Inc. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 59-2958043 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*: (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware Corporation NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER: 3,403,263 6. SHARED VOTING POWER: -0- 7. SOLE DISPOSITIVE POWER: 3,403,263 8. SHARED DISPOSITIVE POWER: -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 3,403,263 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*: [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 7.9% (see response to Item 4) 12. TYPE OF REPORTING PERSON*: CO Page 3 of 8 pages 4 CUSIP No. 719077 10 9 13G Page 4 of 8 Pages 1. NAME OF REPORTING PERSON Visitor Services, Inc. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 65-0374809 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*: (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION: Florida Corporation NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER: 714,104 6. SHARED VOTING POWER: -0- 7. SOLE DISPOSITIVE POWER: 714,104 8. SHARED DISPOSITIVE POWER: -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 714,104 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*: [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 1.67% (see response to Item 4) 12. TYPE OF REPORTING PERSON*: CO Page 4 of 8 pages 5 Item 1. (a) Name of Issuer: Phoenix Information Systems Corp. (b) Address of Issuer's Principal Executive Offices: 100 Second Avenue South, Suite 1100 St. Petersburg, Florida 33701 Item 2. (a) Name of Persons Filing (b) Address of Principal Business Office (c) Citizenship Robert P. Gordon 100 Second Avenue South, Suite 1100 St. Petersburg, Florida 33701 (United States Citizen) Harvest International of America, Inc. 100 Second Avenue South, Suite 1100 St. Petersburg, Florida 33701 (Delaware Corporation) Visitor Services, Inc. 100 Second Avenue South, 10th Floor St. Petersburg, Florida 33701 (Florida Corporation) (d) Title of Class of Securities: Common Stock (e) CUSIP Number: 719077 10 9 Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a: Not applicable. Item 4. Ownership See Note (1) below. ROBERT P. GORDON (a) Amount beneficially owned: 7,715,830 (includes 27,052 shares owned directly, and 7,688,778 options exercisable within 60 days of 12/31/95) See Note (2) below. (b) Percent of class: 15.26% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 7,715,830 Page 5 of 8 pages 6 (ii) Shared power to vote or to direct the vote: none. (iii) Sole power to dispose or direct the disposition of: 7,715,830 (iv) Shared power to dispose or to direct the disposition of: none. HARVEST INTERNATIONAL OF AMERICA, INC. (a) Amount beneficially owned: 3,403,263 (b) Percent of class: 7.9% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 3,403,263 (ii) Shared power to vote or to direct the vote: none. (iii) Sole power to dispose or direct the disposition of: 3,403,263 (iv) Shared power to dispose or to direct the disposition of: none. VISITOR SERVICES, INC. (a) Amount beneficially owned: 714,104 (b) Percent of class: 1.67% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 714,104 (ii) Shared power to vote or to direct the vote: none. (iii) Sole power to dispose or direct the disposition of: 714,104 (iv) Shared power to dispose or to direct the disposition of: none. Notes (1) The filing of this Schedule 13G shall not be construed as an admission that the reporting person or any of its affiliates is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any securities covered by this Schedule 13G. In addition, the filing of this Schedule 13G shall not be construed as an admission that the reporting person or any of its affiliates is the beneficial owner of any securities covered by this Schedule 13G for any other purposes than Section 13(d) or 13(g) of the Securities Exchange Act of 1934. Page 6 of 8 pages 7 (2) Assumes the exercise in full of 7,622,778 stock options granted to Mr. Gordon, exercisable from 12/22/93 expiring on 12/22/98, and options granted to Mr. Gordon for his director services, of which 35,000 will have vested and will be exercisable 60 days after December 31, 1995. Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Various persons other than as described in Item 4 have the right to receive or the power to direct the receipt of dividends, if any, from, or the proceeds from the sale of, the Common Stock of Phoenix Information Systems Corp. This Schedule 13G is being filed by Robert P. Gordon, Harvest International of America, Inc. ("HIA"), an affiliate of Phoenix Information Systems Corp. (the "Issuer"), and Visitor Services, Inc. ("VSI"), an affiliate of the Issuer. Mr. Gordon controls both HIA and VSI by virtue of his beneficial ownership of a majority of HIA's and VSI's voting stock. As a result of his status as control shareholder of both HIA and VSI, Mr. Gordon is deemed to be the beneficial owner of and has the authority to dispose of and vote certain shares (the "Shares") of the outstanding common stock of the Issuer. Mr. Gordon's ownership as shown in Item 4 above does not include shares owned by HIA or VSI, which ownership is separately identified in Item 4. This Schedule 13G is being filed by Robert P. Gordon on behalf of Mr. Gordon, HIA and VSI. The Issuer became a reporting company under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Act"). in August of 1995. Mr. Gordon, HIA and VSI acquired their interests prior to that date and are therefor filing this initial Schedule 13G pursuant to Section 13(g) of the Act. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. Not applicable - this statement is not being filed pursuant to Rule 13d-1(b). Page 7 of 8 pages 8 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated this 26th day of June, 1996. /s/ Robert P. Gordon --------------------------------------------- Robert P. Gordon HARVEST INTERNATIONAL OF AMERICA, INC. By: /s/ Robert P. Gordon --------------------------------------------- Robert P. Gordon, President VISITOR SERVICES, INC. By: /s/ Robert P. Gordon --------------------------------------------- Robert P. Gordon, Chairman and CEO Page 8 of 8 pages -----END PRIVACY-ENHANCED MESSAGE-----