-----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, N1cXmHlSGuV5NU4g1eMW/Zct+lakq1Ha2dPdvXlYzX2+9xu7s6JG4Nn3IkaLhptS WSBUBt/EhHBxARsT6ogx+A== 0000950116-97-001262.txt : 19970704 0000950116-97-001262.hdr.sgml : 19970704 ACCESSION NUMBER: 0000950116-97-001262 CONFORMED SUBMISSION TYPE: S-1MEF PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970702 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NCO GROUP INC CENTRAL INDEX KEY: 0001022608 STANDARD INDUSTRIAL CLASSIFICATION: 7320 IRS NUMBER: 232858652 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-07198 FILM NUMBER: 97635588 BUSINESS ADDRESS: STREET 1: 1740 WALTON RD CITY: BLUE BELL STATE: PA ZIP: 19422-0987 BUSINESS PHONE: 6108321440 S-1 1 As filed with the Securities and Exchange Commission on July 2, 1997 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NCO GROUP, INC. (Exact name of Registrant as specified in its charter) Pennsylvania 7322 23-2858652 (State or other jurisdiction of (Primary standard industrial (I.R.S. employer incorporation or organization) classification code number) identification number)
1740 Walton Road Blue Bell, Pennsylvania 19422-0987 Telephone (610) 832-1440 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Michael J. Barrist, President and Chief Executive Officer NCO Group, Inc. 1740 Walton Road Blue Bell, Pennsylvania 19422-0987 Telephone (800) 220-2274 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Francis E. Dehel, Esquire Henry D. Kahn, Esquire Blank Rome Comisky & McCauley Lawrence R. Seidman, Esquire 1200 Four Penn Center Plaza Piper & Marbury L.L.P. Philadelphia, Pennsylvania 19103 36 South Charles Street Baltimore, Maryland 21201 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. / / If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. /X/ 333-28943 If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / 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(2) fee - - ------------------------------------------------------------------------------------------------------------------- Common Stock, no par value ...... 280,600 $29.50 $8,277,700 $2,509 ===================================================================================================================
(1) Includes 36,600 shares which the Underwriters have a right to purchase to cover over-allotments, if any. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. =============================================================================== EXPLANATORY NOTE This registration statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended ("Rule 462(b)") to register an additional 280,600 shares of Common Stock of NCO Group, Inc., and includes the registration statement facing page, this page, the signature page, an exhibit index, accountants' consents and an Exhibit 5 legality opinion. Pursuant to Rule 462(b), the contents of the registration statement on Form S-1 (File No. 333-28943) of NCO Group, Inc., including the exhibits thereto, are incorporated by reference into this registration statement. The aggregate number and offering price of the securities represent less than 20 percent of the maximum aggregate offering price set forth in the prior registration statement. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Blue Bell, Pennsylvania, on July 2, 1997. NCO GROUP, INC. By: /s/ Michael J. Barrist ----------------------------------- Michael J. Barrist, Chairman of the Board, President and Chief Executive Officer
SIGNATURE TITLE(S) DATE - - -------------------------------------- --------------------------------------- -------------- /s/ Michael J. Barrist Chairman of the Board, President and July 2, 1997 -------------------------- Chief Executive Officer (principal Michael J. Barrist executive officer) * Executive Vice President and Director July 2, 1997 - - -------------------------- Charles C. Piola /s/ Steven L. Winokur Vice President of Finance, Chief July 2, 1997 - - -------------------------- Financial Officer and Treasurer Steven L. Winokur (principal financial and accounting officer) * Senior Vice President, Development July 2, 1997 - - -------------------------- and Director Bernard R. Miller * Director July 2, 1997 - - -------------------------- Eric S. Siegel * Director July 2, 1997 - - -------------------------- Allen F. Wise
*By: /s/ Michael J. Barrist ----------------------- Michael J. Barrist Attorney-in-Fact EXHIBIT INDEX Exhibit - - --------- 5.1 Opinion of Blank Rome Comisky & McCauley. 23.1 Consent of Coopers & Lybrand L.L.P. 23.2 Consent of Arthur Andersen LLP. 24.1 Power of Attorney* 25.1 Consent of Blank Rome Comisky & McCauley (included in the opinion filed as Exhibit 5.1 hereto) * Incorporated by reference to the Company's Registration Statement on Form S-1 (No. 333-28943) filed on June 11, 1997. EX-5.1 2 EXHIBIT 5.1 Blank Rome Comisky & McCauley Counselors at Law Four Penn Center Plaza Philadelphia, Pennsylvania 19103-2599 215-569-5500 Fax 215-569-5555 July 2, 1997 NCO Group, Inc. 1740 Walton Road Blue Bell, PA 19422-0987 Re: NCO Group, Inc. Registration Statement on Form S-1 Gentlemen: We have acted as counsel to NCO Group, Inc. (the "Company") in connection with the Registration Statements on Form S-1 (the "Registration Statements") being filed by the Company with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, relating to: (i) the offer and sale by the Company of 1,444,000 shares of Common Stock, no par value (the "Common Stock");(ii) the offer and sale by the Selling Shareholders named in the Registration Statement ("Selling Shareholders") of 1,056,000 shares of Common Stock; and (iii) the offer and sale by certain Selling Shareholders of up to 375,000 shares of Common Stock to be purchased at the option of the Underwriters to cover over-allotments, if any. 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 Amended and Restated Articles of Incorporation and Bylaws; (ii) the Company's 1995 Amended and Restated Stock Option Plan and the Company's 1996 Stock Option Plan (collectively, the "Plans") and options to purchase an aggregate of 50,320 shares of Common Stock (the "Stock Options") issued pursuant thereto to employees who are Selling Shareholders; (iii) a Warrant Agreement, dated July 28, 1995, by and between the Company and Mellon Bank, N.A. and Amendment dated September 5, 1996 (the "Warrant Agreement") and a Common Stock Purchase Warrant to purchase 175,531 shares of Common Stock (the "Warrant") issued to APT Holdings Corporation, a Selling Shareholder; (iv) the Company's $1.0 million Convertible Note dated September 1, 1996 convertible into 76,923 shares of Common Stock (the "Convertible Note") issued to Craig Costanzo, a Selling Shreholder; (v) resolutions adopted by the Board of Directors relating to the Stock Options, the Warrant Agreement and the Warrant, the Convertible Note and the Offering; (vi) the Company's minute book and stock records books since the date of incorporation of NCO Group, Inc.; and (vii) the NCO Group, Inc. July 2, 1997 Page 2 Registration Statement. We have not performed any independent investigation other than the document examination described. 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: (i) 1,444,000 shares of Common Stock which are being offered by the Company pursuant to the Registration Statements, when sold in the manner and for the consideration contemplated by the Registration Statements, will be legally issued, fully paid and non-assessable; (ii) 1,153,757 shares of Common Stock which are being offered by certain Selling Shareholders pursuant to the Registration Statements, other than the shares issuable pursuant to the Stock Options, the Warrant and the Convertible Note, are legally issued, fully paid and non-assessable; (iii) 50,320 shares of Common Stock which are being offered by certain Selling Shareholders pursuant to the Registration Statements upon the exercise of the Stock Options, when acquired by such Selling Shareholders upon exercise of the Stock Options in the manner contemplated by the Plans and the Stock Options, including payment of the applicable exercise price therefor, will be legally issued, fully paid and non-assessable; (iv) 150,000 shares of Common Stock which are being offered by APT Holdings Corporation pursuant to the Registration Statements upon the exercise of the Warrant, when acquired by such Selling Shareholder upon exercise of the Warrant in the manner contemplated by the Warrant Agreement and the Warrant, including payment of the applicable exercise price therefor, will be legally issued, fully paid and non-assessable; and (v) 76,923 shares of Common Stock which are being offered and sold by Craig Costanzo pursuant to the Registration Statements upon conversion of the Convertible Note, when acquired by such Selling Shareholder upon conversion of the Convertible Note in the manner contemplated by the Convertible Note, will be legally issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an Exhibit to the Registration Statements and to the reference to our firm under the caption "Legal Matters" in the Prospectus, which is part of the Registration Statements. Sincerely, BLANK ROME COMISKY & McCAULEY EX-23.1 3 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation herein by reference from the registration statement on Form S-1 (File No. 333-28943) of: (a) our report dated March 7, 1997, on our audits of the financial statements of NCO Group, Inc. as of December 31, 1995 and 1996 and for the three years in the period ended December 31, 1996 and (b) our report dated August 20, 1996 on our audits of the financial statements of Management Adjustment Bureau, Inc. as of December 31, 1994, 1995 and June 30, 1996 and for the three years in the period ended December 31, 1995 and the six months ended June 30, 1996. We also consent to the incorporation herein by reference to the reference to our firm under the caption "Experts" and "Selected Financial Data." Coopers & Lybrand L.L.P. 2400 Eleven Penn Center Philadelphia, Pennsylvania July 2, 1997 EX-23.2 4 EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the use of our report on the Collection Division of CRW Financial, Inc.'s balance sheet at December 31, 1996, and the related statements of operations, Division equity and cash flows for each of the two years in the period ended December 31, 1996, (and to all references to our Firm) incorporated herein by reference from the registration statement on Form S-1 (Registration Statement File No. 333-28943). /s/ Arthur Andersen LLP ----------------------- Philadelphia, Pa. July 2, 1997 -----END PRIVACY-ENHANCED MESSAGE-----