As filed with the Securities and Exchange Commission on May 29, 2008
Registration No. 333-144067
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NCO Group, Inc.*
(Exact name of registrant as specified in its charter)
| Delaware | 7320 | 02-0786880 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
507 Prudential Road
Horsham, Pennsylvania 19044
(215) 441-3000
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
*SEE TABLE OF ADDITIONAL REGISTRANT GUARANTORS CONTINUED ON THE NEXT PAGE
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)
with a copy to:
Francis E. Dehel, Esquire
Melissa Palat Murawsky, Esquire
Blank Rome LLP
One Logan Square
Philadelphia, Pennsylvania 19103-6998
(215) 569-5500
Facsimile: (215) 569-5555
TABLE OF ADDITIONAL REGISTRANT GUARANTORS
Exact Name of Registrant as Specified in its | State or Other | I.R.S. Employer Identification Number | Address, Including Zip Code and | |||
| AC Financial Services, Inc. | Delaware | 68-0623013 | 1201 Market Street, Suite 800 Wilmington, DE 19801 1-800-220-2274 | |||
| ALW Financial, Inc. f/k/a ALW Investment Company, Inc. | Delaware | 20-5819309 | 1201 Market Street, Suite 800 Wilmington, DE 19801 1-800-220-2274 | |||
| AssetCare, Inc. | Georgia | 20-4392053 | 5100 Peachtree Industrial Blvd. Norcross, GA 30071 1-800-220-2274 | |||
| Compass International Services Corporation | Delaware | 22-3540815 | 507 Prudential Road Horsham, PA 19044 1-800-220-2274 | |||
| Compass Teleservices, Inc. | New Jersey | 22-2744501 | 507 Prudential Road Horsham, PA 19044 1-800-220-2274 | |||
| FCA Funding, Inc. | Delaware | 23-2984383 | 1201 Market Street, Suite 800 Wilmington, DE 19801 1-800-220-2274 | |||
| FCA Leasing, Inc. | Delaware | 51-0277275 | 507 Prudential Road Horsham, PA 19044 1-800-220-2274 | |||
| JDR Holdings, Inc. | Delaware | 22-3264150 | 507 Prudential Road Horsham, PA 19044 1-800-220-2274 | |||
| NCO ACI Holdings, Inc. f/k/a AssetCare, Inc. | Georgia | 58-1893956 | 507 Prudential Road Horsham, PA 19044 1-800-220-2274 | |||
| NCO Customer Management, Inc. f/k/a RMH Teleservices, Inc. | Pennsylvania | 23-2250564 | 507 Prudential Road Horsham, PA 19044 1-800-220-2274 | |||
| NCO Financial Systems, Inc. | Pennsylvania | 23-1670927 | 507 Prudential Road Horsham, PA 19044 (215) 441-3000 | |||
| NCO Funding, Inc. | Delaware | 51-0378281 | 1201 Market Street, Suite 800 Wilmington, DE 19801 1-800-220-2274 | |||
| NCO Group International, Inc. | Delaware | 05-0614768 | 1201 Market Street, Suite 800 Wilmington, DE 19801 1-800-220-2274 | |||
| NCO Holdings, Inc. f/k/a Management Adjustment Bureau Funding, Inc. | Delaware | 23-2984387 | 1201 Market Street, Suite 800 Wilmington, DE 19801 1-800-220-2274 | |||
| NCO Portfolio Management, Inc. f/k/a NCPM Acquisition Corporation | Delaware | 27-0084103 | 1201 Market Street, Suite 800 Wilmington, DE 19801 1-800-220-2274 | |||
Exact Name of Registrant as Specified in its | State or Other | I.R.S. Employer Identification Number | Address, Including Zip Code and | |||
| NCO Support Services, LLC | Delaware | 27-0105477 | 507 Prudential Road Horsham, PA 19044 1-800-220-2274 | |||
| NCO Teleservices, Inc. | Pennsylvania | 23-2878693 | 507 Prudential Road Horsham, PA 19044 1-800-220-2274 | |||
| NCOCRM Funding, Inc. | Delaware | 16-1696632 | 1201 Market Street, Suite 800 Wilmington, DE 19801 1-800-220-2274 | |||
| NCOP I, Inc. d/b/a NCO Portfolio Management | Nevada | 52-2300747 | Hughes Center, Suite 170 3763 Howard Hughes Parkway, Las Vegas, NV 89109 1-800-220-2274 | |||
| NCOP II, Inc. d/b/a NCO Portfolio Management | Nevada | 52-2300743 | Hughes Center, Suite 170 3763 Howard Hughes Parkway, Las Vegas, NV 89109 1-800-220-2274 | |||
| NCOP III, Inc. d/b/a NCO Portfolio Management | Nevada | 52-2300742 | Hughes Center, Suite 170 3763 Howard Hughes Parkway, Las Vegas, NV 89109 1-800-220-2274 | |||
| NCOP IV, Inc. d/b/a NCO Portfolio Management | Nevada | 37-1431981 | Hughes Center, Suite 170 3763 Howard Hughes Parkway, Las Vegas, NV 89109 1-800-220-2274 | |||
| NCOP V, Inc. d/b/a NCO Portfolio Management | Nevada | 22-3883319 | Hughes Center, Suite 170 3763 Howard Hughes Parkway, Las Vegas, NV 89109 1-800-220-2274 | |||
| NCOP VI, Inc. d/b/a NCO Portfolio Management | Nevada | 57-1192501 | Hughes Center, Suite 170 3763 Howard Hughes Parkway, Las Vegas, NV 89109 1-800-220-2274 | |||
| NCOP VII, Inc. d/b/a NCO Portfolio Management | Nevada | 35-2239667 | Hughes Center, Suite 170 3763 Howard Hughes Parkway, Las Vegas, NV 89109 1-800-220-2274 | |||
| NCOP VIII, LLC | Nevada | 03-0578075 | Hughes Center, Suite 170 3763 Howard Hughes Parkway, Las Vegas, NV 89109 1-800-220-2274 | |||
| NCOP IX, LLC | Nevada | 20-5995942 | Hughes Center, Suite 170 3763 Howard Hughes Parkway, Las Vegas, NV 89109 1-800-220-2274 | |||
Exact Name of Registrant as Specified in its | State or Other | I.R.S. Employer Identification Number | Address, Including Zip Code and | |||
| NCOP Capital Resource, LLC | Nevada | None | Hughes Center, Suite 170 3763 Howard Hughes Parkway, Las Vegas, NV 89109 1-800-220-2274 | |||
| NCOP Financing, Inc. | Delaware | 51-0407449 | 1201 Market Street Suite 800 Wilmington, DE 19801 1-800-220-2274 | |||
| NCOP/Marlin, Inc. | Nevada | 52-2352960 | Hughes Center, Suite 170 3763 Howard Hughes Parkway, Las Vegas, NV 89109 1-800-220-2274 | |||
| NCOP Nevada Holdings, Inc. | Nevada | 52-2300749 | Hughes Center, Suite 170 3763 Howard Hughes Parkway, Las Vegas, NV 89109 1-800-220-2274 | |||
| NCOP Services, Inc. | Maryland | 52-2300752 | 1804 Washington Blvd, Dept 200 Baltimore, MD 21230 1-800-220-2274 | |||
| RMH Teleservices Asia Pacific, Inc. | Delaware | 32-0047775 | 507 Prudential Road Horsham, PA 19044 1-800-220-2274 | |||
The name, address, including zip code, and telephone number, including area code, of agent of service for each of the Additional Registrant Guarantors is:
Michael J. Barrist
c/o NCO Group, Inc.
507 Prudential Road
Horsham, Pennsylvania 19044
(215) 441-3000
with a copy to:
Francis E. Dehel, Esquire
Melissa Palat Murawsky, Esquire
Blank Rome LLP
One Logan Square
Philadelphia, Pennsylvania 19103-6998
(215) 569-5500
Facsimile: (215) 569-5555
DEREGISTRATION OF SECURITIES
The registrants are filing this Post-Effective Amendment No. 1 to deregister under this registration statement a certain amount of securities originally registered for issuance in an exchange offer pursuant to the Registration Statement on Form S-4 filed with the Securities and Exchange Commission (“SEC”) on June 26, 2007, as amended by Amendment No. 1 to the Registration Statement on Form S-4 filed with the SEC on July 13, 2007 (Registration No. 333-144067) (the “Registration Statement”). Pursuant to the Registration Statement, the registrants offered for exchange Floating Rate Senior Notes due 2013 (and related guarantees) and 11.875% Senior Subordinated Notes due 2014 (and related guarantees) (collectively, the “Outstanding Notes”) for like principal amount of $165,000,000 principal amount Floating Rate Senior Notes due 2013 (and related guarantees) and its $200,000,000 principal amount 11.875% Senior Subordinated Notes due 2014 (and related guarantees) (the “Exchange Offer”). The Exchange Offer was completed on August 23, 2007. In the Exchange Offer, $163,805,000 in aggregate principal amount of the Floating Rate Senior Notes due 2013 (and related guarantees) and $200,000,000 in aggregate principal amount of the 11.875% Senior Subordinated Notes due 2014 (and related guarantees) were validly tendered and not withdrawn pursuant to the Exchange Offer. The registrants are filing this Post-Effective Amendment No. 1 to deregister $1,195,000 in the aggregate principal amount of the Floating Rate Senior Notes due 2013 (and related guarantees), which were not exchanged in the Exchange Offer.
NCOP Strategic Partnership, Inc. is not listed as a guarantor and is not a registrant to this Post-Effective Amendment No. 1. Subsequent to the effective date of the Registration Statement, such entity was dissolved.
PART II—INFORMATION NOT REQUIRED IN PROSPECTUS
| ITEM 21. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
24 | Power of Attorney (incorporated by reference from the Registration Statement on Form S-1 (333-150885) filed with the SEC on May 13, 2008) | |
II-1
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 the City of Horsham, Commonwealth of Pennsylvania, on this 29th day of May, 2008.
| NCO GROUP, INC. | ||
| By: | * | |
| Name: | John R. Schwab | |
| Title: | Executive Vice President, Finance and Chief Financial Officer and Treasurer | |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 29, 2008.
Signature | Title | |
* Michael J. Barrist | Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer) | |
* John R. Schwab | Executive Vice President, Finance and Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) | |
* Austin Adams | Director | |
* Richard M. Cashin | Director | |
* David M. Cohen | Director | |
* Colin M. Farmer | Director | |
* Leo J. Pound | Director | |
| *By: | * | |
| Name: | John R. Schwab, Attorney-in-fact |
*Signature appears on page S-35
S-1
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 the City of Horsham, Commonwealth of Pennsylvania, on this 29th day of May, 2008.
| AC FINANCIAL SERVICES, INC. | ||
| By: | * | |
| Name: | William C. Fischer | |
| Title: | President | |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 29, 2008.
Signature | Title | |
* William C. Fischer | President (Principal Executive Officer) | |
* Gail Ball | Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer) | |
* John R. Schwab | Director | |
Peter J. Winnington | Director | |
* Steven L. Winokur | Director | |
| *By: | * | |
| Name: | John R. Schwab, Attorney-in-fact |
*Signature appears on page S-35
S-2
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 the City of Horsham, Commonwealth of Pennsylvania, on this 29th day of May, 2008.
| ALW FINANCIAL, INC. | ||
| By: | * | |
| Name: | William C. Fischer | |
| Title: | President | |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 29, 2008.
Signature | Title | |
* William C. Fischer | President and Director (Principal Executive Officer) | |
* Gail Ball | Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer) | |
* Joshua Gindin | Director | |
* Steven L. Winokur | Director | |
| *By: | * | |
| Name: | John R. Schwab, Attorney-in-fact |
*Signature appears on page S-35
S-3
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 the City of Horsham, Commonwealth of Pennsylvania, on this 29th day of May, 2008.
| ASSETCARE, INC. | ||
| By: | * | |
| Name: | John R. Schwab | |
| Title: | Chief Financial Officer and Treasurer | |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 29, 2008.
Signature | Title | |
* Joshua Gindin | President and Director (Principal Executive Officer) | |
* John R. Schwab | Chief Financial Officer, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer) | |
| *By: | * | |
| Name: | John R. Schwab, Attorney-in-fact |
*Signature appears on page S-35
S-4
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 the City of Horsham, Commonwealth of Pennsylvania, on this 29th day of May, 2008.
| COMPASS INTERNATIONAL SERVICES CORPORATION | ||
| By: | * | |
| Name: | Michael J. Barrist | |
| Title: | Chief Executive Officer and President | |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 29, 2008.
Signature | Title | |
* Michael J. Barrist | Chief Executive Officer, President and Director (Principal Executive Officer) | |
* Steven L. Winokur | Chief Financial Officer, Executive Vice President, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer) | |
* Joshua Gindin | Director | |
| *By: | * | |
| Name: | John R. Schwab, Attorney-in-fact |
*Signature appears on page S-35
S-5
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 the City of Horsham, Commonwealth of Pennsylvania, on this 29th day of May, 2008.
| COMPASS TELESERVICES, INC. | ||
| By: | * | |
Name: Title: | Michael J. Barrist Chief Executive Officer and President | |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 29, 2008.
Signature | Title | |
* Michael J. Barrist | Chief Executive Officer, President and Director (Principal Executive Officer) | |
* Steven L. Winokur | Chief Financial Officer, Executive Vice President, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer) | |
* Joshua Gindin | Director | |
| *By: | * | |
| Name: | John R. Schwab, Attorney-in-fact |
*Signature appears on page S-35
S-6
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 the City of Horsham, Commonwealth of Pennsylvania, on this 29th day of May, 2008.
| FCA FUNDING, INC. | ||
| By: | * | |
Name: Title: | William C. Fischer President | |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 29, 2008.
Signature | Title | |
* William C. Fischer | President (Principal Executive Officer) | |
* Gail Ball | Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer) | |
* John R. Schwab | Director | |
* Steven L. Winokur | Director | |
Peter J. Winnington | Director | |
| *By: | * | |
| Name: | John R. Schwab, Attorney-in-fact |
*Signature appears on page S-35
S-7
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 the City of Horsham, Commonwealth of Pennsylvania, on this 29th day of May, 2008.
| FCA LEASING, INC. | ||
| By: | * | |
Name: Title: | Robert DiSante President | |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 29, 2008.
Signature | Title | |
* Robert DiSante | President and Director (Principal Executive Officer) | |
* Maria Albino | Treasurer and Director (Principal Financial Officer and | |
* Irving Shapiro | Director | |
| *By: | * | |
| Name: | John R. Schwab, Attorney-in-fact |
*Signature appears on page S-35
S-8
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 the City of Horsham, Commonwealth of Pennsylvania, on this 29th day of May, 2008.
| JDR HOLDINGS, INC. | ||
| By: | * | |
Name: Title: | Michael J. Barrist President | |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 29, 2008.
Signature | Title | |
* Michael J. Barrist | President and Director (Principal Executive Officer) | |
* Steven L. Winokur | Treasurer and Director (Principal Financial Officer and Principal Accounting Officer) | |
* Joshua Gindin | Director | |
| *By: | * | |
| Name: | John R. Schwab, Attorney-in-fact |
*Signature appears on page S-35
S-9
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 the City of Horsham, Commonwealth of Pennsylvania, on this 29th day of May, 2008.
| NCO ACI HOLDINGS, INC. | ||
| By: | * | |
Name: Title: | Michael J. Barrist President and Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 29, 2008.
Signature | Title | |
* Michael J. Barrist | President, Chief Executive Officer and Director (Principal Executive Officer) | |
* Steven L. Winokur | Chief Financial Officer, Executive Vice President, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer) | |
* John R. Schwab | Director | |
* Joshua Gindin | Director | |
| *By: | * | |
| Name: | John R. Schwab, Attorney-in-fact |
*Signature appears on page S-35
S-10
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 the City of Horsham, Commonwealth of Pennsylvania, on this 29th day of May, 2008.
| NCO CUSTOMER MANAGEMENT, INC. | ||
| By: | * | |
Name: Title: | Michael J. Barrist Chief Executive Officer and President | |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 29, 2008.
Signature | Title | |
* Michael J. Barrist | President, Chief Executive Officer and Director (Principal Executive Officer) | |
* Steven L. Winokur | Chief Financial Officer, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer) | |
* Joshua Gindin | Director | |
* John R. Schwab | Director | |
| *By: | * | |
| Name: | John R. Schwab, Attorney-in-fact |
*Signature appears on page S-35
S-11
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 the City of Horsham, Commonwealth of Pennsylvania, on this 29th day of May, 2008.
| NCO FINANCIAL SYSTEMS, INC. | ||
| By: | * | |
Name: Title: | Michael J. Barrist President | |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 29, 2008.
Signature | Title | |
* Michael J. Barrist | Chairman and President (Principal Executive Officer) | |
* John R. Schwab | Chief Financial Officer, Executive Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer) | |
* Joshua Gindin | Director | |
* Steven L. Winokur | Director | |
| *By: | * | |
| Name: | John R. Schwab, Attorney-in-fact |
*Signature appears on page S-35
S-12
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 the City of Horsham, Commonwealth of Pennsylvania, on this 29th day of May, 2008.
| NCO FUNDING, INC. | ||
| By: | * | |
Name: Title: | William C. Fischer President | |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 29, 2008.
Signature | Title | |
* William C. Fischer | President (Principal Executive Officer) | |
* Gail Ball | Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer) | |
* John R. Schwab | Director | |
* Steven L. Winokur | Director | |
Peter J. Winnington | Director | |
| *By: | * | |
| Name: | John R. Schwab, Attorney-in-fact |
*Signature appears on page S-35
S-13
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 the City of Horsham, Commonwealth of Pennsylvania, on this 29th day of May, 2008.
| NCO GROUP INTERNATIONAL, INC. | ||
| By: | * | |
Name: Title: | William C. Fischer President | |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 29, 2008.
Signature | Title | |
* William C. Fischer | President (Principal Executive Officer) | |
* Gail Ball | Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer | |
* John R. Schwab | Director | |
* Steven L. Winokur | Director | |
Peter J. Winnington | Director | |
| *By: | * | |
| Name: | John R. Schwab, Attorney-in-fact |
*Signature appears on page S-35
S-14
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 the City of Horsham, Commonwealth of Pennsylvania, on this 29th day of May, 2008.
| NCO HOLDINGS, INC. | ||
| By: | * | |
Name: Title: | William C. Fischer President | |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 29, 2008.
Signature | Title | |
* William C. Fischer | President (Principal Executive Officer) | |
* Gail Ball | Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer | |
* John R. Schwab | Director | |
* Steven L. Winokur | Director | |
Peter J. Winnington | Director | |
| *By: | * | |
| Name: | John R. Schwab, Attorney-in-fact |
*Signature appears on page S-35
S-15
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 the City of Horsham, Commonwealth of Pennsylvania, on this 29th day of May, 2008.
| NCO PORTFOLIO MANAGEMENT, INC. | ||
| By: | * | |
Name: Title: | Richard J. Palmer President | |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 29, 2008.
Signature | Title | |
* Richard J. Palmer | President and Director (Principal Executive Officer) | |
* Gail Ball | Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer) | |
* Steven L. Winokur | Director | |
Peter J. Winnington | Director | |
* Albert Zezulinski | Director | |
| *By: | * | |
| Name: | John R. Schwab, Attorney-in-fact |
*Signature appears on page S-35
S-16
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 the City of Horsham, Commonwealth of Pennsylvania, on this 29th day of May, 2008.
| NCO SUPPORT SERVICES, LLC | ||
| By: | NCO FINANCIAL SYSTEMS, INC., | |
* | ||
Name: Title: | Michael J. Barnst President | |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 29, 2008.
Signature | Title | |||
NCO FINANCIAL SYSTEMS, INC. | ||||
| By: | * | Member | ||
| Name: | Michael J. Barrist | (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | ||
| Title: | President | |||
| By: | * | |||
| Name: | John R. Schwab | |||
*Signature appears on page S-35
S-17
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 the City of Horsham, Commonwealth of Pennsylvania, on this 29th day of May, 2008.
| NCO TELESERVICES, INC. | ||
| By: | * | |
Name: Title: | Michael J. Barrist President and Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 29, 2008.
Signature | Title | |
* Michael J. Barrist | President, Chief Executive Officer and Director (Principal Executive Officer) | |
* Steven L. Winokur | Chief Financial Officer, Executive Vice President, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer) | |
* Joshua Gindin | Director | |
| *By: | * | |
| Name: | John R. Schwab, Attorney-in-fact |
*Signature appears on page S-35
S-18
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 the City of Horsham, Commonwealth of Pennsylvania, on this 29th day of May, 2008.
| NCOCRM FUNDING, INC. | ||
| By: | * | |
Name: Title: | William C. Fischer President | |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 29, 2008.
Signature | Title | |
* William C. Fischer | President (Principal Executive Officer) | |
* Gail Ball | Vice President and Treasurer (Principal Financial Officer and | |
* John R. Schwab | Director | |
* Steven L. Winokur | Director | |
Peter J. Winnington | Director | |
| *By: | * | |
| Name: | John R. Schwab, Attorney-in-fact |
*Signature appears on page S-35
S-19
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 the City of Horsham, Commonwealth of Pennsylvania, on this 29th day of May, 2008.
| NCOP I, INC. | ||
| By: | * | |
Name: Title: | Albert Zezulinski President and Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 29, 2008.
Signature | Title | |
* Albert Zezulinski | President, Chief Executive Officer and Director (Principal Executive Officer) | |
* Richard J. Palmer | Chief Financial Officer, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer) | |
* Candace R. Corra | Director | |
* Joshua Gindin | Director | |
* Michael B. Meringolo | Director | |
| *By: | * | |
| Name: | John R. Schwab, Attorney-in-fact |
*Signature appears on page S-35
S-20
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 the City of Horsham, Commonwealth of Pennsylvania, on this 29th day of May, 2008.
| NCOP II, INC. | ||
| By: | * | |
Name: Title: | Albert Zezulinski President and Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 29, 2008.
Signature | Title | |
* Albert Zezulinski | President, Chief Executive Officer and Director (Principal Executive Officer) | |
* Richard J. Palmer | Chief Financial Officer, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer) | |
* Candace R. Corra | Director | |
* Joshua Gindin | Director | |
* Michael B. Meringolo | Director | |
| *By: | * | |
| Name: | John R. Schwab, Attorney-in-fact |
*Signature appears on page S-35
S-21
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 the City of Horsham, Commonwealth of Pennsylvania, on this 29th day of May, 2008.
| NCOP III, INC. | ||
| By: | * | |
Name: Title: | Albert Zezulinski President and Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 29, 2008.
Signature | Title | |
* Albert Zezulinski | President, Chief Executive Officer and Director (Principal Executive Officer) | |
* Richard J. Palmer | Chief Financial Officer, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer) | |
* Candace R. Corra | Director | |
* Joshua Gindin | Director | |
* Michael B. Meringolo | Director | |
| *By: | * | |
| Name: | John R. Schwab, Attorney-in-fact |
*Signature appears on page S-35
S-22
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 the City of Horsham, Commonwealth of Pennsylvania, on this 29th day of May, 2008.
| NCOP IV, INC. | ||
| By: | * | |
Name: Title: | Albert Zezulinski President and Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 29, 2008.
Signature | Title | |
* Albert Zezulinski | President, Chief Executive Officer and Director (Principal Executive Officer) | |
* Richard J. Palmer | Chief Financial Officer, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer) | |
* Candace R. Corra | Director | |
* Joshua Gindin | Director | |
* Michael B. Meringolo | Director | |
| *By: | * | |
| Name: | John R. Schwab, Attorney-in-fact |
*Signature appears on page S-35
S-23
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 the City of Horsham, Commonwealth of Pennsylvania, on this 29th day of May, 2008.
| NCOP V, INC. | ||
| By: | * | |
Name: Title: | Albert Zezulinski President and Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 29, 2008.
Signature | Title | |
* Albert Zezulinski | President, Chief Executive Officer and Director (Principal Executive Officer) | |
* Richard J. Palmer | Chief Financial Officer, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer) | |
* Candace R. Corra | Director | |
* Joshua Gindin | Director | |
* Michael B. Meringolo | Director | |
| *By: | * | |
| Name: | John R. Schwab, Attorney-in-fact |
*Signature appears on page S-35
S-24
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 the City of Horsham, Commonwealth of Pennsylvania, on this 29th day of May, 2008.
| NCOP VI, INC. | ||
| By: | * | |
Name: Title: | Albert Zezulinski President and Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 29, 2008.
Signature | Title | |
* Albert Zezulinski | President, Chief Executive Officer and Director (Principal Executive Officer) | |
* Richard J. Palmer | Chief Financial Officer, Treasurer and Director (Principal Financial Officer and | |
* Candace R. Corra | Director | |
* Joshua Gindin | Director | |
* Michael B. Meringolo | Director | |
| *By: | * | |
| Name: | John R. Schwab, Attorney-in-fact |
*Signature appears on page S-35
S-25
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 the City of Horsham, Commonwealth of Pennsylvania, on this 29th day of May, 2008.
| NCOP VII, INC. | ||
| By: | * | |
Name: Title: | Albert Zezulinski President and Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 29, 2008.
Signature | Title | |
* Albert Zezulinski | President, Chief Executive Officer and Director (Principal Executive Officer) | |
* Richard J. Palmer | Chief Financial Officer, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer) | |
* Candace R. Corra | Director | |
* Joshua Gindin | Director | |
* Michael B. Meringolo | Director | |
| *By: | * | |
| Name: | John R. Schwab, Attorney-in-fact |
*Signature appears on page S-35
S-26
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 the City of Horsham, Commonwealth of Pennsylvania, on this 29th day of May, 2008.
| NCOP VIII, LLC | ||
| By: | * | |
Name: Title: | Albert Zezulinski President and Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 29, 2008.
Signature | Title | |
* Albert Zezulinski | President and Chief Executive Officer (Principal Executive Officer) | |
* Richard J. Palmer | Chief Financial Officer and Treasurer (Principal Financial Officer and | |
| NCOP Nevada Holdings, Inc. | ||||
| By: | * | Manager | ||
| Name: | Richard J. Palmer | |||
| Title: | Treasurer (CFO) | |||
| *By: | * | |||
Name: | John R. Schwab, Attorney-in-fact | |||
*Signature appears on page S-35
S-27
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 the City of Horsham, Commonwealth of Pennsylvania, on this 29th day of May, 2008.
| NCOP IX, LLC | ||
| By: | * | |
Name: Title: | Albert Zezulinski President and Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 29, 2008.
Signature | Title | |
* Albert Zezulinski | President and Chief Executive Officer (Principal Executive Officer) | |
* Richard J. Palmer | Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) | |
| NCOP Nevada Holdings, Inc. | ||||
| By: | * | Manager | ||
| Name: | Richard J. Palmer | |||
| Title: | Treasurer (CFO) | |||
| *By: | * | |||
| Name: | John R. Schwab, Attorney-in-fact | |||
*Signature appears on page S-35
S-28
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 the City of Horsham, Commonwealth of Pennsylvania, on this 29th day of May, 2008.
| NCOP CAPITAL RESOURCE, LLC | ||
| By: | * | |
Name: Title: | Michael J. Barrist President and Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 29, 2008.
Signature | Title | |
* Michael J. Barrist | President and Chief Executive Officer (Principal Executive Officer) | |
* Steven L. Winokur | Chief Financial Officer, Executive Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer) | |
| NCO Group, Inc. | ||||
| By: | * | Manager | ||
| Name: | Joshua Gindin | |||
| Title: | Executive Vice President, General Counsel and Secretary | |||
| *By: | * | |||
| Name: | John R. Schwab, Attorney-in-fact | |||
*Signature appears on page S-35
S-29
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 the City of Horsham, Commonwealth of Pennsylvania, on this 29th day of May, 2008.
| NCOP FINANCING, INC. | ||
| By: | * | |
Name: Title: | Richard J. Palmer President | |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 29, 2008.
Signature | Title | |
* Richard J. Palmer | President and Director (Principal Executive Officer) | |
* Gail Ball | Vice President and Treasurer (Principal Financial Officer and Principal | |
* Steven L. Winokur | Director | |
Peter J. Winnington | Director | |
* Albert Zezulinski | Director | |
| *By: | * | |
| Name: | John R. Schwab, Attorney-in-fact |
*Signature appears on page S-35
S-30
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 the City of Horsham, Commonwealth of Pennsylvania, on this 29th day of May, 2008.
| NCOP/MARLIN, INC. | ||
| By: | * | |
Name: Title: | Albert Zezulinski President and Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 29, 2008.
Signature | Title | |
* Albert Zezulinski | President, Chief Executive Officer and Director (Principal Executive Officer) | |
* Richard J. Palmer | Chief Financial Officer, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer) | |
* Candace R. Corra | Director | |
* Joshua Gindin | Director | |
* Michael B. Meringolo | Director | |
| *By: | * | |
| Name: | John R. Schwab, Attorney-in-fact |
*Signature appears on page S-35
S-31
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 the City of Horsham, Commonwealth of Pennsylvania, on this 29th day of May, 2008.
| NCOP NEVADA HOLDINGS, INC. | ||
| By: | * | |
Name: Title: | Albert Zezulinski President and Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 29, 2008.
Signature | Title | |
* Albert Zezulinski | President, Chief Executive Officer and Director (Principal Executive Officer) | |
* Richard J. Palmer | Chief Financial Officer, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer) | |
* Candace R. Corra | Director | |
* Joshua Gindin | Director | |
* Michael B. Meringolo | Director | |
| *By: | * | |
| Name: | John R. Schwab, Attorney-in-fact |
*Signature appears on page S-35
S-32
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 the City of Horsham, Commonwealth of Pennsylvania, on this 29th day of May, 2008.
| NCOP SERVICES, INC. | ||
| By: | * | |
Name: Title: | Michael J. Barrist President and Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 29, 2008.
Signature | Title | |
* Michael J. Barrist | Chief Executive Officer, President, and Director (Principal Executive Officer) | |
* Richard J. Palmer | Chief Financial Officer, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer) | |
* Joshua Gindin | Director | |
* Michael B. Meringolo | Director | |
| *By: | * | |
| Name: | John R. Schwab, Attorney-in-fact |
*Signature appears on page S-35
S-33
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 the City of Horsham, Commonwealth of Pennsylvania, on this 29th day of May, 2008.
| RMH TELESERVICES ASIA PACIFIC, INC. | ||
| By: | * | |
Name: Title: | Michael J. Barrist President and Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 29, 2008.
Signature | Title | |
* Michael J. Barrist | Chief Executive Officer, President and Director (Principal Executive Officer) | |
* Steven L. Winokur | Chief Financial Officer, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer) | |
* Joshua Gindin | Director | |
* John R. Schwab | Director | |
| *By: | * | |
| Name: | John R. Schwab, Attorney-in-fact |
*Signature appears on page S-35
S-34
SIGNATURES
The undersigned, duly appointed agent and attorney-in-fact, has executed the foregoing signature pages on behalf of the foregoing Registrants and the directors and officers named therein, as of May 29, 2008.
| By: | /s/ JOHN R. SCHWAB | |
| John R. Schwab | ||
| Attorney-in-fact | ||
S-35
EXHIBIT INDEX
| 24 | Power of Attorney (incorporated by reference from the Registration Statement on Form S-1 (333-150885) filed with the SEC on May 13, 2008) | |
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