-----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, Tgoz8Vm8FelnTma2f8IESTPZLFt33S/S8Gk/LFA/1UW1wVjBeeQEARstE1lbflfO MyAJiVuFMxY81t1aIGqfCA== 0000950116-99-001770.txt : 19990922 0000950116-99-001770.hdr.sgml : 19990922 ACCESSION NUMBER: 0000950116-99-001770 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990921 EFFECTIVENESS DATE: 19990921 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: 333-87493 FILM NUMBER: 99714630 BUSINESS ADDRESS: STREET 1: 515 PENNSYLVANIA AVE CITY: FT WASHINGTON STATE: PA ZIP: 19034 BUSINESS PHONE: 2157939300 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on September , 1999 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 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 ........... 1,000,000 shares $45.50(2) $45,500,000(2) $12,649 =========================================================================================================================
(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 September 16, 1999. 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 and (ii) Registration Statement on Form S-8 (Registration No.333-62131) filed with the Commission on August 24, 1998. The purpose of this Registration Statement is to register an additional 1,000,000 shares of common stock for issuance pursuant to the Registrant's 1996 Stock Option Plan as a result of an amendment 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 10.1 Amendment No. 1 to Amended and Restated Stock Option Plan (1996) 23.1 Consent of PricewaterhouseCoopers LLP 23.2 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 21st day of September, 1999. NCO GROUP, INC. /s/ Michael J. Barrist By: ------------------------------------- Michael J. Barrist, Chairman, Chief Executive Officer and President 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 September 21, 1999 Michael J. Barrist Chief Executive Officer (principal executive officer) /s/ Charles C. Piola, Jr. September 21, 1999 - --------------------------------- Executive Vice President, Charles C. Piola, Jr. Business Development and Director /s/ Steven L. Winokur - --------------------------------- Executive Vice President , Finance; Chief September 21, 1999 Steven L. Winokur Financial Officer and Treasurer (principal financial and accounting officer) /s/ Bernard R. Miller - --------------------------------- Executive Vice President; Divisional Chief September 21, 1999 Bernard R. Miller Executive Officer, Healthcare Services; and Director /s/ David E. D'Anna - --------------------------------- Executive Vice President, Divisional Chief September 21, 1999 David E. D'Anna Executive Officer, Technology-Based Outsourcing Services; and Director /s/ Eric S. Siegel - --------------------------------- Director September 21, 1999 Eric S. Siegel /s/ Allen F. Wise - --------------------------------- Director September 21, 1999 Allen F. Wise /s/ Stuart Wolf - --------------------------------- Director September 21, 1999 Stuart Wolf
3 EXHIBIT INDEX 5.1 Opinion of Blank Rome Comisky & McCauley LLP 10.1 Amendment No. 1 to Amended and Restated Stock Option Plan (1996) 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of Blank Rome Comisky & McCauley LLP (included in Exhibit 5.1) 24.1 Power of Attorney (included in Signature Page) 4 EX-5.1 2 EXHIBIT 5.1 EXHIBIT 5.1 Blank Rome Comisky & McCauley LLP Counselors at Law One Logan Square Philadelphia, Pennsylvania 19103-6998 215-569-5500 Fax 215-569-5555 September 21, 1999 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 1,000,000 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. 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 COMISKY & McCAULEY LLP 5 EX-10.1 3 EXHIBIT 10.1 EXHIBIT 10.1 NCO GROUP, INC. Amendment No.1 to Amended and Restated Stock Option Plan (1996) --------------------------------------------------------------- WHEREAS, the following amendments to the Amended and Restated Stock Option Plan (1996) (the "1996 Plan") have been approved by the Board of Directors and shareholders of NCO Group, Inc. (the "Company"); Now, therefore, the 1996 Plan is hereby amended as follows: 1. Increase In Authorized Shares. The 1996 Plan is amended by amending and restating the first sentence of Section 2 of the 1996 Plan to read hereinafter as follows: "2,717,422 shares of the Company's Common Stock shall be the aggregate number of shares which may be issued under this Plan." 2. Delegation of Certain Authority to President. The 1996 Plan is amended by adding a new paragraph (c) to Section 4 of the 1996 Plan as follows: "(c) The Compensation Committee shall have the authority to delegate to the President of the Company its duties, powers and authority under the 1996 Plan subject to such conditions or limitations as the Compensation Committee may establish; provided, however, that no such delegation shall be made with respect to participants who are subject to Section 16 of the Securities and Exchange Act of 1934. The purpose of this paragraph (c) is to permit flexibility and ease of administration with respect to the 1996 Plan as it relates to non- executive officers and employees of the Company and its subsidiaries." 3. Continuation of 1996 Plan. Except as set forth above, the 1996 Plan shall continue in full force and effect in accordance with its terms. Witness the due execution hereof as of May 26, 1999. NCO GROUP, INC. By: /s/ Michael J. Barrist ------------------------------- print name: Michael J. Barrist print title: Chairman of the Board, President and Chief Executive Officer 6 EX-23 4 EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 18, 1999 relating to the consolidated financial statements and financial statement schedules, which appears in NCO Group, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1998. We also consent to the incorporation by reference of our report dated February 18, 1999, except as to the information presented in Note 3 related to the pooling of interests with JDR Holdings, Inc., for which the date is March 31, 1999 relating to the consolidated financial statements as restated for the pooling of interests with JDR Holdings Inc., which appears in the Current Report on Form 8-K dated June 11, 1999. PricewaterhouseCoopers LLP Philadelphia, PA September 20, 1999 -----END PRIVACY-ENHANCED MESSAGE-----