-----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, Av7kZG8rLQQbfNPVcEcQQJtO3sIRYdAsMy/kssinUwaCj2n5vTn0j4y5p0+FIGMD RsYmM+29Grw5hqCT82eOvQ== 0000950116-97-002327.txt : 19971222 0000950116-97-002327.hdr.sgml : 19971222 ACCESSION NUMBER: 0000950116-97-002327 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19971219 EFFECTIVENESS DATE: 19971219 SROS: NONE 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: SEC FILE NUMBER: 333-42743 FILM NUMBER: 97741471 BUSINESS ADDRESS: STREET 1: 1740 WALTON RD CITY: BLUE BELL STATE: PA ZIP: 19422-0987 BUSINESS PHONE: 6108321440 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on December 19, 1997 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) AMENDED AND RESTATED 1995 STOCK OPTION PLAN 1996 STOCK OPTION PLAN 1996 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS (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 ...... 1,135,210 shares $14.20(2) $16,119,982(2) $4,884.85 =====================================================================================================================
(1) Plus such indeterminable number of shares as may be issued pursuant to certain anti-dilution provisions contained in the Plans. (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 December 16, 1997. PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information. The documents containing the information specified in Item 1 will be sent or given to employees as specified in Rule 428(b)(1) and are not required to be filed as part of this Registration Statement. Item 2. Registrant Information and Employee Plan Annual Information. The documents containing information specified in Item 2 will be sent or given to employees as specified in Rule 428(b)(1) and are not required to be filed as part of this Registration Statement. PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference. The following documents filed with the Commission are incorporated herein by reference: (a) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996; (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Annual Report on Form 10-K referred to in (a) above; and (c) The description of the Company's Common Stock which is incorporated by reference in the Company's Registration Statement on Form 8-A under the Exchange Act, including any amendment or report filed for the purpose of updating such description. All reports and other documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this Registration Statement but prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold hereunder, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities. Not Applicable. Item 5. Interests of Named Experts and Counsel. Not Applicable. Item 6. Indemnification of Directors and Officers. Sections 1741 through 1750 of Subchapter D, Chapter 17, of the Pennsylvania Business Corporation Law of 1988, as amended (the "BCL"), contain provisions for mandatory and discretionary indemnification of a corporation's directors, officers and other personnel, and related matters. 1 Under Section 1741, subject to certain limitations, a corporation has the power to indemnify directors and officers under certain prescribed circumstances against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with an action or proceeding, whether civil, criminal, administrative or investigative, to which any of them is a party by reason of his being a representative, director or officer of the corporation or serving at the request of the corporation as a representative of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful. Under Section 1743, indemnification is mandatory to the extent that the officer or director has been successful on the merits or otherwise in defense of any action or proceeding if the appropriate standards of conduct are met. Section 1742 provides for indemnification in derivative actions except in respect of any claim, issue or matter as to which the person has been adjudged to be liable to the corporation unless and only to the extent that the proper court determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for the expenses that the court deems proper. Section 1744 provides that, unless ordered by a court, any indemnification under Section 1741 or 1742 shall be made by the corporation only as authorized in the specific case upon a determination that the representative met the applicable standard of conduct, and such determination will be made by the board of directors (i) by a majority vote of a quorum of directors not parties to the action or proceeding; (ii) if a quorum is not obtainable, or if obtainable and a majority of disinterested directors so directs, by independent legal counsel; or (iii) by the shareholders. Section 1745 provides that expenses (including attorney's fees) incurred by an officer, director, employee or agent in defending a civil or criminal action or proceeding may be paid by the corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation. Section 1746 provides generally that, except in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness, the indemnification and advancement of expenses provided by Subchapter 17D of the BCL shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding that office. Section 1747 grants to a corporation the power to purchase and maintain insurance on behalf of any director or officer against any liability incurred by him or her in his or her capacity as officer or director, whether or not the corporation would have the power to indemnify such person against that liability under the provisions of Subchapter 17D of the BCL. Section 1748 and 1749 extend the indemnification and advancement of expenses provisions contained in Subchapter 17D of the BCL to successor corporations in fundamental changes and to representatives serving as fiduciaries of employee benefit plans. Section 1750 provides that the indemnification and advancement of expenses provided by, or granted pursuant to, Subchapter 17D of the BCL, shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs and personal representative of such person. 2 For information regarding provisions under which a director or officer of the Company may be insured or indemnified in any manner against any liability which he or she may incur in his or her capacity as such, reference is made to the Company's Articles of Incorporation and Bylaws, copies of which are filed as Exhibits 3.1 and 3.2, respectively, to the Company's Registration Statement on Form S-1 (Registration No. 333-11745) filed with the SEC on September 11, 1996, as amended, which provide in general that the Company shall indemnify its officers and directors to the fullest extent authorized by law. Item 7. Exemption from Registration Claimed Not Applicable. Item 8. Exhibits The following exhibits are filed as part of this Registration Statement or, where so indicated, have been previously filed and are incorporated herein by reference. Exhibit No. Description 5.1 Opinion of Counsel regarding legality 10.1(1) Amended and Restated 1995 Stock Option Plan 10.2(1) 1996 Stock Option Plan 10.3(1) 1996 Stock Option Plan for Non-Employee Directors 23.1 Consent of Coopers & Lybrand L.L.P. 23.2 Consent of Counsel (included as part of Exhibit 5.1) 24.1 Power of Attorney (included on page 5) - ---------------- (1) Incorporated by reference from the Company's Registration Statement on Form S-1 (Registration No. 333-11745) filed with the SEC on September 11, 1996, as amended. 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; (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933, as amended: 3 (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) 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; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-3 or F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934, as amended, that are incorporated by reference in the Registration Statement. (2) That for the purpose of determining any liability under the Securities Act of 1933, as amended, 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, as amended, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934, as amended (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, as amended) that is incorporated by reference in the 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 for 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. 4 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 16th day of December, 1997. NCO GROUP, INC. By:/s/ Michael J. Barrist --------------------------------- Michael J. Barrist, Chairman of the Board, President and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael J. Barrist and Steven L. Winokur, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution or resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documentation in connection therewith, as well as any related registration statement (or amendment thereto) filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933 with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to enable NCO Group, Inc. to comply with the provisions of the Securities Act of 1933 and all requirements of the Securities and Exchange Commission, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. 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 December 16, 1997 - --------------------- and Chief Executive Officer Michael J. Barrist (principal executive officer) /s/Charles C. Piola Executive Vice President and December 16, 1997 - -------------------- Director Charles C. Piola /s/Steven L. Winokur Executive Vice President of December 16, 1997 - -------------------- Finance, Chief Financial Officer Steven L. Winokur and Treasurer (principal financial and accounting officer) /s/Bernard R. Miller Senior Vice President, December 16, 1997 - -------------------- Development and Director Bernard R. Miller /s/Eric S. Siegel Director December 16, 1997 - -------------------- Eric S. Siegel /s/Allen F. Wise Director December 16, 1997 - -------------------- Allen F. Wise EX-5.1 2 EXHIBIT 5.1 EXHIBIT 5.1 Blank Rome Comisky & McCauley Counselors at Law One Logan Square Philadelphia, Pennsylvania 19103-6998 215-569-5500 Fax 215-569-5555 December 17, 1997 NCO Group, Inc. 515 Pennsylvania Avenue Ft. Washington, Pennsylvania 19422 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 1,135,210 shares of common stock, no par value (the "Common Stock"), by the Company pursuant to the Amended and Restated 1995 Stock Option Plan, the 1996 Stock Option Plan and the 1996 Stock Option Plan for Non-Employee Directors, as amended, (collectively, the "Plans"). 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 Plans. 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 Plans, when sold in the manner and for the consideration contemplated by the Registration Statement and the Plans, 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 COMISKY & MCCAULEY EX-23.1 3 EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement of NCO Group, Inc. on Form S-8 (File No. ) of our report dated March 7, 1997, on our audits of the consolidated financial statements of NCO Group, Inc. as of December 31, 1996 and 1995, and for the years ended December 31, 1996, 1995, 1994, which report is included in NCO Group, Inc.'s 1996 Annual Report on Form 10-K. /s/ COOPERS & LYBRAND L.L.P. Philadelphia, Pennsylvania December 18, 1997 -----END PRIVACY-ENHANCED MESSAGE-----