-----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, IMokUbpsfCFFbNpyXMgtU5Ome0glCoSjuQDIoBcYaLNhXebUDHtOnEM7CPPF48jt wYb1chn88CEQvL1hr5MpIw== 0000950116-03-003652.txt : 20030821 0000950116-03-003652.hdr.sgml : 20030821 20030821165609 ACCESSION NUMBER: 0000950116-03-003652 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030821 EFFECTIVENESS DATE: 20030821 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NCO GROUP INC CENTRAL INDEX KEY: 0001022608 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-CONSUMER CREDIT REPORTING, COLLECTION AGENCIES [7320] IRS NUMBER: 232858652 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-108136 FILM NUMBER: 03860562 BUSINESS ADDRESS: STREET 1: 515 PENNSYLVANIA AVE CITY: FT WASHINGTON STATE: PA ZIP: 19034 BUSINESS PHONE: 2157939300 MAIL ADDRESS: STREET 1: 507 PRUDENTIAL ROAD CITY: HORSHAM STATE: PA ZIP: 19044 S-8 1 s-8.txt S-8.TXT As filed with the Securities and Exchange Commission on August 21, 2003. 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) 507 Prudential Road, Horsham, Pennsylvania 19044 --------------------------------------------------- (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 507 Prudential Road Horsham, Pennsylvania 19044 (215) 441-3000 -------------------------------------------------------- (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 LLP 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 ......... 500,000 shares $20.57(2) $10,285.00(2) $833.00 =======================================================================================================================
(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 August 19, 2003. 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, (iii) Registration Statement on Form S-8 (Registration No. 333-87493) filed with the Commission on September 21, 1999 and (iii) Registration Statement on Form S-8 (Registration No. 333-61746) filed with the Commission on May 25, 2001. The purpose of this Registration Statement is to register an additional 500,000 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 Counsel (included as part of Exhibit 5.1) 24.1 Power of Attorney (included on page 3) 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 Horsham, Pennsylvania, on the 21st day of August, 2003. 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 August 21, 2003 ---------------------------------------- Executive Officer (principal executive Michael J. Barrist officer) /s/ Steven L. Winokur Executive Vice President of Finance, Chief August 21, 2003 ---------------------------------------- Financial Officer, Chief Operating Officer Steven L. Winokur of Shared Services and Treasurer (principal financial and accounting officer) /s/ William C. Dunkelberg Director August 21, 2003 ---------------------------------------- William C. Dunkelberg /s/ Charles C. Piola, Jr. Director August 21, 2003 ---------------------------------------- Charles C. Piola, Jr. /s/ Leo J. Pound Director August 21, 2003 ---------------------------------------- Leo J. Pound /s/ Eric S. Siegel Director August 21, 2003 ---------------------------------------- Eric S. Siegel /s/ Allen F. Wise Director August 21, 2003 ---------------------------------------- Allen F. Wise
EX-5 3 ex5-1.txt EX5-1.TXT EXHIBIT 5.1 Blank Rome LLP Counselors at Law One Logan Square Philadelphia, Pennsylvania 19103-6998 215-569-5500 Fax 215-569-5555 August 21, 2003 NCO Group, Inc. 507 Prudential Road Horsham, Pennsylvania 19044 Re: NCO Group, Inc. Registration Statement on Form S-8 ---------------------------------- Gentlemen: We have acted as counsel to NCO Group, Inc. (the "Company") in connection with the Registration Statement on Form S-8 (the "Registration Statement") filed by the Company with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, relating to the offer and sale of up to 500,000 shares of common stock, no par value (the "Common Stock"), by the Company pursuant to the 1996 Stock Option Plan (the "Plan"). This opinion is furnished pursuant to the requirements of Item 601(b)(5) of Regulation S-K. In rendering this opinion, we have examined only the following documents: (i) the Company's Restated and Amended Articles of Incorporation and Bylaws, (ii) resolutions adopted by the Board of Directors and shareholders of the Company, (iii) the Registration Statement and (iv) the Plan as amended. We have not performed any independent investigation other than the document examination described. Our opinion is therefore qualified in all respects by the scope of that document examination. We have assumed and relied, as to questions of fact and mixed questions of law and fact, on the truth, completeness, authenticity and due authorization of all certificates, documents and records examined and the genuineness of all signatures. This opinion is limited to the laws of the Commonwealth of Pennsylvania. Based upon and subject to the foregoing, we are of the opinion that the shares of Common Stock of the Company which are being offered and sold by the Company pursuant to the Registration Statement and the Plan, when sold in the manner and for the consideration contemplated by the Registration Statement and the Plan, will be legally issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement. Sincerely, /s/ BLANK ROME LLP EX-23 4 ex23-1.txt EX23-1.TXT Exhibit 23.1 Consent Of Independent Auditors We consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the 1996 Stock Option Plan of NCO Group, Inc. of our report dated February 11, 2003, with respect to the consolidated financial statements of NCO Group, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2002 filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Philadelphia, Pennsylvania August 21, 2003 -----END PRIVACY-ENHANCED MESSAGE-----