S-8 1 s8.txt S-8 As filed with the Securities and Exchange Commission on May 25, 2001. Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------- NCO GROUP, INC. (Exact name of Registrant as specified in its charter) Pennsylvania 23-2858652 --------------------------------- -------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) identification number) 515 Pennsylvania Avenue, Ft. Washington, Pennsylvania 19422 (Address of Principal Executive Offices) (Zip Code) 1996 STOCK OPTION PLAN (Full title of the plan) Michael J. Barrist, President and Chief Executive Officer NCO Group, Inc 515 Pennsylvania Avenue Ft. Washington, Pennsylvania 19422 (215) 793-9300 (Name, address, including zip code and telephone number, including area code, of agent for service) Copies of Communications To: Francis E. Dehel, Esquire Blank Rome Comisky & McCauley One Logan Square Philadelphia, Pennsylvania 19103 (215) 569-5500 Fax: (215) 569-5555
CALCULATION OF REGISTRATION FEE ======================================================================================================================= Proposed Proposed maximum maximum Amount of Title of securities Amount to be offering price aggregate registration to be registered registered(1) per share offering price fee ----------------------------------------------------------------------------------------------------------------------- Common Stock, no par value ......... 2,000,000 shares $27.88(2) $55,760,000(2) $13,940 =======================================================================================================================
(1) Plus such indeterminable number of shares as may be issued pursuant to certain anti-dilution provisions contained in the Plan. (2) Pursuant to Rule 457(h), based upon the price at which stock options covered by this Registration Statement may be exercised and, in the case where such price is not known, upon the average of the high and low sale prices of the Common Stock, reported on the Nasdaq National Market on May 24, 2001. Rule 429 Legend: The prospectus which will be used in connection with sale of the securities covered by this Registration Statement issued pursuant to the 1996 Stock Option Plan will also be used in connection with the sale of securities covered by (i) Registration Statement on Form S-8 (Registration No.333-42743) filed with the Commission on December 19, 1997, (ii) Registration Statement on Form S-8 (Registration No.333-62131) filed with the Commission on August 24, 1998, and (iii) Registration Statement on Form S-8 (Registration No. 333-87493) filed with the Commission on September 21, 1999. The purpose of this Registration Statement is to register an additional 2,000,000 shares of common stock for issuance pursuant to the Registrant's 1996 Stock Option Plan as a result of amendments to such Plan. Pursuant to General Instruction E to Form S-8, the contents of Registration Statement No. 333-42743, filed with the Securities and Exchange Commission ("Commission") on December 19, 1997, are incorporated herein by reference. Item 8. Exhibits The following exhibits are filed as part of this Registration Statement. Exhibit No. Description ----------- ----------- 5.1 Opinion of Counsel regarding legality 23.1 Consent of Ernst & Young LLP 23.2 Consent of PricewaterhouseCoopers LLP 23.3 Consent of Reznick Fedder and Silverman 23.4 Consent of Arthur Andersen LLP 23.5 Consent of Counsel (included as part of Exhibit 5.1) 24.1 Power of Attorney (included on page 3) -2- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all 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 Ft. Washington, Pennsylvania, on the 25th day of May, 2001. NCO GROUP, INC. By: /s/ Michael J. Barrist ------------------------------------------ Michael J. Barrist, Chairman of the Board, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
SIGNATURE TITLE(S) DATE ---------------------------------------- -------------------------------------------- --------------------- /s/ Michael J. Barrist Chairman of the Board, President and Chief May 25, 2001 ---------------------------------------- Executive Officer (principal executive Michael J. Barrist officer) /s/ Steven L. Winokur Executive Vice President of Finance, Chief May 25, 2001 ---------------------------------------- Financial Officer and Treasurer (principal Steven L. Winokur financial and accounting officer) Director May 25, 2001 ---------------------------------------- William C. Dunkelberg /s/ Charles C. Piola, Jr. Director May 25, 2001 ---------------------------------------- Charles C. Piola, Jr. /s/ Leo J. Pound Director May 25, 2001 ---------------------------------------- Leo J. Pound /s/ Eric S. Siegel Director May 25, 2001 ---------------------------------------- Eric S. Siegel /s/ Allen F. Wise Director May 25, 2001 ---------------------------------------- Allen F. Wise /s/ Stuart Wolf Director May 25, 2001 ---------------------------------------- Stuart Wolf
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