SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
International Trust & Financial Systems, Inc.
(Exact name of registrant as specified in its charter)
Florida 06-1588136
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1024 S. Greenville Ave., Suite 240, Allen, TX 75002
(Address of principal executive offices) (Zip code)
Consulting Agreement by and between Michael Weiss and International
Trust & Financial Systems, Inc.
(Full title of the plans)
Donald F. Mintmire, 265 Sunrise Ave, Ste 204, Palm Beach, Florida 33480
(Name, address, including zip code, of agent for service)
Telephone number, with area code, of agent for service: (561) 988-2610
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed Amount of
Securities Amount Maximum Maximum Registration
to be to be Offering Aggregate Fee
Registered Registered Price Per Offering
Share(1) Price
Common Stock 3,179,125 $0.05 $158,956.25 $14.62
(1) Maximum offering price solely for the purpose of calculating the
registration fee pursuant to Rule 457(h)(1) of the Securities Act of
1933.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
CONSULTING AGREEMENT BY AND BETWEEN INTERNATIONAL TRUST & FINANCIAL
SYSTEMS, INC. AND MICHAEL WEISS
Introduction
International Trust & Financial Systems, Inc., a Florida corporation
(the "Company"), has entered into an agreement, dated January 15, 2004,
entitled Consulting Agreement, ("Consulting Agreement"), with Michael
Weiss who will perform consulting services for the Company. The
Consulting Agreement is referred to as the "Plan " in this document.
Michael Weiss will provide business and financial consulting services
including contacting potential merger/acquisition candidates,
structuring and negotiating merger/acquisition agreements, completing
final due diligence and consummating transactions. The Consulting
Agreement provides that the Company will issue 3,179,125 shares of
the Company's common stock, par value $0.001 per share, as
consideration for the Consulting Services to be performed (the
"Compensation Shares"). A maximum of 3,179,125 shares of
Compensation Shares may be issued pursuant to the Plan. The
Compensation Shares will be issued to Michael Weiss, an individual
resident of Ft. Worth, Texas.
General
The initial term of the Plan is one year from its effective date,
January 15, 2004 but may be extended by mutual agreement until
terminated by either party. The parties may agree in writing to renew
or amend the Plan. The Plan is not subject to the provisions of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA")
or qualified under Section 401(a) of the Internal Revenue Code of 1986,
as amended (the "Code").
Participation in the Plan
Michael Weiss may participate in the Plan only if the Plan remains in
effect. The total number of Compensation Shares under the Plan issued
to Michael Weiss may not exceed 3,179,125 shares.
General Provisions
This document concerns only those provisions of the Plan Agreement
relating to the shares issued thereunder (the "Shares") and the Plan
Agreement provisions relating to the Shares ia referred to as the Plan.
The current members of the Board of Directors of the Company are Tim
Smith and David Pells. The address of the Board of Directors is: c/o
the Company, 1024 S. Greenville Ave., Suite 240, Allen, TX 75002. The
telephone number is (214) 236-8480. Information concerning changes in
the membership of the Board of Directors or the appointment of any
committee will be provided in the future either in the Company's proxy
statements, annual or other reports, or in amendments to this document.
Resale of Shares
The Shares issued under the Plans may be freely sold, subject to the
requirement that any sales by "affiliates" of the Company, as defined
under the Securities Act of 1933 (the "Securities Act"), and donees of
affiliates, must be made either pursuant to a separate prospectus
prepared in accordance with the requirements of the Securities Act or
pursuant to Rule 144 under the Securities Act. Generally, a person who
is not an executive officer, director or holder of 10% or more of the
shares of the Company or of the shares of one of the Company's
subsidiaries, would not be deemed to be an "affiliate" of the Company.
Federal Income Tax Consequences
The following discussion of the federal income tax consequences of
participation in the Plan is only a summary, does not purport to be
complete, and does not cover, among other things, state and local tax
consequences. In addition, differences in participants' financial
situations may cause federal, state, and local tax consequences of
participation in the Plan to vary. Therefore, each participant in the
Plan is urged to consult his or her own accountant, legal counsel, or
other financial advisor regarding the tax consequences of participation
in the Plan. This discussion is based on the provisions of the Code
as presently in effect.
Upon receipt of the Shares, participants will recognize ordinary income
in an amount equal to the fair market value of the Company's common
stock, par value $0.001. Upon the sale of the Shares the participant
will recognize short-term or long-term capital gain, or loss, as the
case may be, in an amount equal to the difference between the amounts
he or she receives from the sale of those shares and the participant's
tax basis in the shares. The participant's tax basis in the Shares
will be equal to the fair market value of the shares acquired. The
holding period will begin on the day after the tax basis of the shares
is determined.
The ordinary income recognized by the participants upon receipt of
Shares is considered to be non-employee compensation from the Company.
The Company will be entitled to expense as compensation the amount of
ordinary income, which each participant in the Plan recognizes. As
with other forms of compensation, withholding or self-employment tax
and other trust fund payments will be due. The participants in the
Plan will be solely responsible for paying withholding or self-
employment taxes and other trust fund payments on the amounts received,
as non-employee compensation.
Additional Information
The Company will provide to any participant in the Plan, upon written
request, a copy, without charge, of the Company's periodic reports
filed with the Securities and Exchange Commission (the "Commission"),
including its latest annual report on Form 10-KSB and its quarterly
reports on Form 10-QSB. The Company will also provide any participant
of the Plans, upon written or oral request, a copy, without charge, of
the documents incorporated by reference in Item 3 of Part II of this
Form S-8 registration statement. Written or oral requests for such
information should be directed to David Pells, Corporate Secretary,
at 1024 S. Greenville Ave., Suite 240, Allen, TX 75002.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are hereby incorporated by
reference:
1. The Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 2003, filed with the Commission on April 15,
2002.
2. All reports filed by the Company with the Commission
pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as
amended (the "Exchange Act"), since the end of the fiscal year ended
December 31, 2003.
Prior to the filing of a post-effective amendment that indicates that
all securities covered by this Registration Statement have been sold or
that deregisters all such securities then remaining unsold, all reports
and other documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act shall be deemed
to be incorporated by reference herein and to be a part hereof from the
date of the filing of such reports and documents.
Item 4. Description of Securities
The common stock par value $.001 per share (the "Common Stock") of the
Company being registered pursuant to this registration statement is
part of a class of securities registered under Section 12 of the
Exchange Act. Pursuant to the Articles of Incorporation of the
Company, the Company is authorized to issue 50,000,000 shares of Common
Stock. The holders of the Common Stock are entitled to one vote per
share on each matter submitted to a vote at any meeting of
shareholders. Shares of Common Stock do not carry cumulative voting
rights and, therefore, a majority of the shares of outstanding Common
Stock will be able to elect the entire board of directors and, if they
do so, minority shareholders would not be able to elect any persons to
the board of directors. The Company's articles of incorporation and
bylaws provide that a majority of the issued and outstanding shares of
the Company shall constitute a quorum for shareholders' meetings,
except with respect to certain matters for which a different percentage
quorum is required by statute.
Shareholders of the Company have no preemptive rights to acquire
additional shares of Common Stock or other securities. The Common
Stock is not subject to redemption and carries no subscription or
conversion rights. In the event of liquidation of the Company, the
shares of Common Stock are entitled to share equally in corporate
assets after satisfaction of all liabilities and payment of any
preferences on preferred stock. The Articles of Incorporation
authorize the issuance of 10,000,000 shares of preferred stock of which
2,870,000 shares of preferred stock currently are issued and
outstanding.
Holders of Common Stock are entitled to receive such dividends as the
board of directors may from time to time declare out of funds legally
available for the payment of dividends.
The board of directors has the authority to issue the authorized but
unissued shares of Common Stock without action by the shareholders.
The issuance of such shares would reduce the percentage ownership held
by persons acquiring Common Stock in the Plan and may dilute the book
value of the then existing shareholders.
Item 5. Interests of Named Experts and Counsel
No expert or counsel for the Company named in this registration
statement as having prepared or certified any part hereof, or as having
given an opinion as to the validity of the securities being registered
was employed on a contingency basis, or has or is to receive, in
connection with the offering, a substantial interest, direct or
indirect, in the Company or its subsidiaries. In addition no such
expert or counsel is connected with the Company or its subsidiaries as
a promoter, managing underwriter, voting trustee, director, officer, or
employee.
Item 6. Indemnification of Directors and Officers
Florida Statutes Annotated section 607.0850 (1993) (the "Florida
Statute") permits corporations to indemnify directors or officers
against any judgments, fines, settlements and reasonable expenses
incurred by reason of their being or having been parties to actions or
proceedings (other than actions by or in right of the corporation),
whether civil, criminal, administrative or investigative. This
indemnification is permissible only if the director or officer acted
within the applicable standard of conduct or if ordered by a court. In
civil actions or proceedings, a director or officer satisfies the
applicable standard of conduct if he or she acted in good faith and in
a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation. In criminal actions, the applicable
standard is satisfied if the director or officer had no reasonable
cause to believe his or her conduct was unlawful. The board of
directors acting through a quorum of disinterested directors,
independent legal counsel or shareholders who were not parties to the
proceedings shall determine whether the applicable standard of conduct
is satisfied.
In actions by or in the right of the corporation, the corporation may
also indemnify directors and officers whose actions fall within the
applicable standard of conduct. However, the corporation may not
indemnify a director or officer for expenses incurred in defense or
settlement of any claim, issue or matter on which the officer or
director is liable to the corporation unless and to the extent the
court determines, in light of all the circumstances, that the director
or officer is fairly and reasonably entitled to indemnity for those
expenses despite the adjudication of liability.
The Florida Statute confers an absolute right to indemnification for
expenses actually and reasonably incurred, including attorneys' fees,
to the extent a director or officer is successful on the merits or
otherwise in defense of any claim, issue, or matter. The Florida
Statute also permits a corporation to pay attorneys' fees and other
litigation expenses on behalf of a director or officer in advance of
the final disposition of the action upon receipt of an undertaking by
or on behalf of that director or officer to repay the expenses to the
corporation if it is ultimately determined that the director or officer
is not entitled to indemnification or to the extent the expenses so
advanced by the corporation exceed the indemnification to which the
officer or director is entitled. The Florida Statute does not exclude
other indemnification rights to which a director or officer may be
entitled under the certificate of incorporation, a bylaw, an agreement,
a vote of shareholders, or otherwise so long as these rights are not
inconsistent with the Florida Statute. The Florida Statute also
permits corporations to purchase and maintain indemnity insurance.
The foregoing discussion of indemnification merely summarizes certain
aspects of indemnification provisions and is limited by reference to
West's Florida Statutes Annotated Section 607.0850 (1993).
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act"), may be permitted to
members of the board of directors, officers, employees, or persons
controlling the Company pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed
No restricted securities are being re-offered or resold pursuant to
this registration statement.
Item 8. Exhibits.
The following exhibits are attached to this Registration Statement:
Exhibit No. SEC Ref. No. Description of Exhibit
1 4 Consulting Agreement by and
between International Trust
& Financial Systems, Inc.
and Michael Weiss, dated
January 15 2004.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement
to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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 Dallas,
State of Texas, on the 15th day of January, 2004.
INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC.
By____/s/_Tim B. Smith____
Tim B. Smith, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Tim B. Smith, with power of
substitution, as his attorney-in-fact for him, in all capacities, to
sign any amendments to this registration statement and to file the
same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorney-in-fact or his
substitutes may do or cause to be done by virtue hereof.
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.
Signature Title Date
/s/ Tim B. Smith_ Chairman of the Board, January 15, 2004
Tim B. Smith Chief Executive Officer,
President, Director
/s/ David A. Pells Secretary, Director January 15, 2004
David A. Pells Operating Officer, Director
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
International Trust & Financial Systems, Inc.
(A Florida Corporation)
INDEX TO EXHIBITS
Exhibits SEC Ref. No. Description of Exhibit Sequentially
Numbered Pages
1 4 Consulting Agreement by 3
and between International
Trust & Financial Systems, Inc.
and Michael Weiss, dated
January 15, 2004.
<Page>
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this Agreement") is made as of the 15th
day of January, 2004 by and between International Trust & Financial
Systems, Inc., ("the Company"), a Florida corporation and Michael
Weiss, an individual resident of Ft. Worth, Texas., ("the
Consultant").
WHEREAS, the Company is an international financial and business
planning, asset protection, insurance management, and merchant banking
company;
WHEREAS, the Consultant provides consulting services in the areas of
contacting potential merger/acquisition candidates, structuring and
negotiating merger/acquisition agreements, completing final due
diligence and consummating transactions (collectively, the "Consulting
Services"); and
WHEREAS, the Company wishes to retain the services of the Consultant on
the following terms and conditions;
NOW, THEREFORE, the Company and the Consultant agree as follows:
1. The Company hereby retains the services of the Consultant for a
period of twelve (12) months commencing January 15, 2004. In exchange
for providing the Consulting Services to Company, the Consultant shall
receive three million one hundred seventy nine thousand one hundred
twenty five (3,179,125) shares of Company's common stock, par value
$.001, (the "Shares"). Consultant shall not directly or indirectly
promote or maintain a market for the Shares. Moreover, Consultant
agrees that the Shares are not and will not be provided in connection
with a capital raising transaction for the Company.
2. The Consultant shall, employing Consultant's best efforts, assist
the Company by providing the Consulting Services.
3. The Consultant shall be an independent contractor and shall have
no right or authority to assume or create any obligations or
responsibility, express or implied, on behalf of or in the name of the
Company, unless specifically authorized in writing by the Company. No
provision of this Agreement shall be construed to preclude Consultant
from pursuing other projects. Likewise, the Company shall be free to
engage the services of other consultants who may compete directly with
Consultant in providing similar Consulting Services.
4. The Consultant (including any person or entity acting for or on
behalf of the Consultant) shall not be liable for any mistakes of fact,
errors of judgment, for losses sustained by the Company or any
subsidiary or for any acts or omissions of any kind, unless caused by
the negligence or intentional misconduct of the Consultant or any
person or entity acting for or on behalf of the Consultant.
5. The Company and its present and future subsidiaries jointly and
severally agree to indemnify and hold harmless the Consultant against
any loss, claim, damage or liability whatsoever, (including reasonable
attorneys' fees and expenses), to which Consultant may become subject
as a result of performing any act (or omitting to perform any act)
contemplated to be performed by the Consultant pursuant to this
Agreement unless such loss, claim, damage or liability arose out of
Consultant's negligence, or intentional misconduct. The Company and
its subsidiaries agree to reimburse Consultant for the reasonable costs
of defense of any action or investigation (including reasonable
attorney's fees and expenses); provided, however, that Consultant
agrees to repay the Company or its subsidiaries if it is ultimately
determined that Consultant is not entitled to such indemnity. In case
any action, suit or proceeding shall be brought or threatened, in
writing, against Consultant, it shall notify the Company within three
(3) days after the Consultant receives notice of such action, suit or
threat. The Company shall have the right to appoint the Company's
counsel to defend such action, suit or proceeding, provided that
Consultant consents to such representation by such counsel, which
consent shall not be unreasonably withheld. In the event any counsel
appointed by the Company shall not be acceptable to Consultant, then
the Company shall have the right to appoint alternative counsel for
Consultant reasonably acceptable to Consultant, until such time as
acceptable counsel can be appointed. In any event, the Company shall,
at its sole cost and expense, be entitled to appoint counsel to appear
and participate as co-counsel in the defense thereof. Consultant, or
its co-counsel, shall promptly supply the Company's counsel with copies
of all documents, pleadings and notices which are filed, served or
submitted in any of the aforementioned. Consultant shall not enter
into any settlement without the prior written consent of the Company,
which consent shall not be unreasonably withheld.
6. This Agreement shall be binding upon the Company and the
Consultant and its successors and assigns.
7. If any provision or provisions of this Agreement shall be held to
be invalid, illegal or unenforceable for any reason whatsoever, (i) the
validity, legality and enforceability of the remaining provisions of
this Agreement (including, without limitation, each portion of any
section of this Agreement containing any such provision held to be
invalid, illegal or unenforceable) shall not in any way be affected or
impaired thereby; and (ii) to the fullest extent possible, the
provisions of this Agreement (including, without limitation, each
portion of any section of this Agreement containing any such provision
held to be invalid, illegal or unenforceable) shall be construed so as
to give effect to the intent manifested by the provision held, invalid
illegal or unenforceable.
8. No supplement, modification or amendment of this Agreement shall
be binding unless executed in writing by both parties hereto. No
waiver of any other provisions hereof (whether or not similar) shall be
binding unless executed in writing by both parties hereto nor shall
such waiver constitute a continuing waiver.
9. This Agreement may be executed in one or more counterparts, each
of which shall for all purposes be deemed to be an original but all of
which shall constitute one and the same Agreement.
10. The Parties agree that should any dispute arise in the
administration of this Agreement, that this Agreement shall be governed
and construed by the laws of the State of Florida, without regard to
conflicts of laws of any other jurisdiction. The Parties further agree
that any action arising out of this agreement shall be brought
exclusively in appropriate court located in Palm Beach County, Florida.
11. This Agreement contains the entire agreement between the parties
with respect to the consulting services to be provided to the Company
by the Consultant and supersedes any and all prior understandings,
agreement or correspondence between the parties.
IN WITNESS WHEREOF, the Company and the Consultant have caused this
Agreement to be signed by duly authorized representatives as of the day
and year first above written.
COMPANY: CONSULTANT:
INTERNATIONAL TRUST &
FINANCIAL SYSTEMS, INC.
BY: /s/ Tim B. Smith /s/ Michael Weiss
Tim B. Smith Michael Weiss
President