As filed with the Securities and Exchange Commission on April 20, 2004
Registration No.333-112711-01
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
Post-Effective Amendment
No. 1
on
Form S-8
to
Form S-4
Registration Statement
under
the Securities Act of 1933*
____________________
NCO GROUP, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Pennsylvania 23-2858652
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
507 Prudential Road, Horsham, Pennsylvania 19044
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(Address of Principal Executive Offices) (Zip Code)
RMH Teleservices, Inc.
Amended and Restated 1996 Stock Incentive Plan
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(Full title of plan)
Michael J. Barrist
Chairman of the Board, President and Chief Executive Officer
NCO Group, Inc.
507 Prudential Road
Horsham, Pennsylvania 19044
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(Name and address of agent for service)
215-441-3000
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(Telephone number, including area code,
of agent for service)
Copies of communications to:
Lawrence R. Wiseman, Esquire
Melissa Palat Murawsky, Esquire
Blank Rome LLP
One Logan Square
Philadelphia, PA 19103
(215) 569-5500
Facsimile (215) 569-5555
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* Filed as a Post-Effective Amendment on Form S-8 to such Form S-4 Registration
Statement pursuant to the procedure described in Part II under "Introductory
Statement."
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
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Common Stock, no par value 247,904 (2) (2) $ (2)
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(1) In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of shares as may
be issued pursuant to stock splits, stock dividends and certain
anti-dilution provisions contained in the Plan.
(2) Not applicable. All filing fees payable in connection with the registration
of the issuance of these securities were paid in connection with the filing
of our Form S-4 Registration Statement (No. 333-12711) on February 11,
2004.
PART I
Information Required in the Section 10(a) Prospectus
The documents containing the information specified in Part I of Form
S-8 will be sent or given to participants in the RMH Teleservices, Inc. Amended
and Restated 1996 Stock Incentive Plan, referred to as the Plan, as specified by
Rule 428(b)(1) promulgated by the SEC under the Securities Act.
These documents are not being filed with the SEC, but constitute (along
with the documents incorporated by reference into this registration statement
pursuant to Item 3 of Part II of Form S-8) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
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Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Introductory Statement
NCO Group, Inc. hereby amends its registration statement on Form S-4
(No. 333-112711) by filing this Post-Effective Amendment No. 1 on Form S-8 with
respect to up to 247,904 shares of NCO's common stock issuable in connection
with options previously granted pursuant to the RMH Teleservices, Inc. Amended
and Restated 1996 Stock Incentive Plan, referred to as the Plan. These options
were originally granted to the officers, employees, directors and consultants of
RMH under the Plan. All 247,904 shares of common stock issuable upon the
exercise of outstanding options under the Plan were previously included in our
registration statement on Form S-4.
On April 2, 2004, NCO acquired RMH Teleservices, Inc. by the merger of
NCOG Acquisition Corporation, a wholly-owned subsidiary of NCO, into RMH, with
RMH becoming a wholly-owned subsidiary of NCO. In consideration of the merger,
excluding outstanding options and warrants, the shareholders of RMH received a
total of approximately 3.5 million shares of NCO common stock in exchange for
all of the outstanding shares of common stock of RMH. Also, as a result of the
merger, all outstanding unexpired options and warrants to purchase shares of RMH
common stock were converted into options and warrants to purchase NCO common
stock. Upon the consummation of the merger, each RMH stock option and each RMH
warrant was automatically adjusted to provide that:
o the number of shares of NCO common stock issuable upon the
exercise of the RMH option or warrant was equal to the number of
shares of RMH common stock which would have been issued upon
exercise of the RMH option or warrant immediately before the
consummation of the merger, multiplied by 0.2150 and rounded
off to the nearest whole number of shares; and
o the exercise price per share of NCO common stock under the RMH
option or warrant was the amount equal to the exercise price per
share under the RMH stock option or warrant, immediately before
the consummation of the merger, divided by 0.2150 and rounded up
to the nearest whole cent.
The designation of this Post-Effective Amendment No. 1 on Form S-8 as
Registration No. 333-112711-01 denotes that this registration statement relates
only to the common stock issuable pursuant to the Plan, and that this is the
first Post-Effective Amendment on Form S-8 to the S-4 filed with respect to
those shares.
Item 3. Incorporation of Certain Documents by Reference.
NCO hereby incorporates by reference in this registration statement the
following documents:
(a) NCO's Annual Report on Form 10-K for the fiscal year ended
December 31, 2003;
(b) All other reports filed by NCO pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 since December 31, 2003;
and
(c) The description of NCO's common stock, which is incorporated by
reference from NCO's registration statement on Form 8-A filed
with the SEC on October 29, 1996.
All documents subsequently filed by NCO with the SEC pursuant to
Sections 13(a), 13(c), 14 or 15(d) (other than current reports furnished under
items 9 or 12 of Form 8-K) of the Securities Exchange
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Act of 1934, after the date of this registration statement, and prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold
hereunder, shall be deemed incorporated by reference into this registration
statement and to be a part hereof from the date of the filing of these
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, referred to as
Subchapter 17D, of the Pennsylvania Business Corporation Law of 1988, as
amended, referred to as the PBCL, contain provisions for mandatory and
discretionary indemnification of a corporation's directors, officers and other
personnel and related matters.
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 such person 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 such person acted in good faith and
in a manner such person 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 such person's conduct was unlawful.
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.
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 referred to in Section 1741 or Section 1742 or in
defense of any claim, issue or matter therein if the appropriate standards of
conduct are met.
Section 1745 provides that expenses (including attorneys' fees)
incurred 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
referred to in Subchapter 17D of the PBCL upon receipt of an undertaking by or
on behalf of such person to repay such amount if it shall ultimately be
determined that such person 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
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recklessness, the indemnification and advancement of expenses provided by
Subchapter 17D of the PBCL 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 such person's 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 person who is or was a representative of the
corporation against any liability asserted against and incurred by such person
in such person's capacity as a representative of the corporation, whether or not
the corporation would have the power to indemnify such person under Subchapter
17D of the PBCL. Sections 1748 and 1749 extend the indemnification and
advancement of expenses provisions contained in Subchapter 17D of the PBCL to
successor corporations in fundamental change transactions 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 PBCL, shall,
unless otherwise provided when authorized or ratified, continue as to a person
who has ceased to be a representative of the corporation and shall inure to the
benefit of the heirs and personal representative of such person.
For information regarding provisions under which a director or officer
of NCO may be insured or indemnified in any manner against any liability which
such person may incur in such person's capacity as such, reference is made to
NCO's articles of incorporation and bylaws, which provide in general that NCO
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 Number Description
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5.1 Opinion of Blank Rome LLP
23.1 Consent of Ernst & Young LLP, independent auditors
23.2 Consent of Blank Rome LLP (included in Exhibit 5.1)
24.1* Power of Attorney
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* Previously filed.
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:
(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,
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individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
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 S-8, 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 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (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) 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 Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing this Post-Effective Amendment No. 1 on Form S-8
to Form S-4 Registration Statement and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Horsham, State of Pennsylvania, on April 20, 2004.
NCO GROUP, INC.
By: /s/ Michael J. Barrist
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Michael J. Barrist
Chairman of the Board, 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 on April 20,
2004, in the capacities indicated:
Signatures Title
Chairman of the Board, President and
Chief Executive Officer (principal
/s/ Michael J. Barrist executive officer)
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Michael J. Barrist
Executive Vice President, Finance;
Chief Financial Officer; Chief
Operating Officer of Shared
Services; and Treasurer (principal
* financial and accounting officer)
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Steven L. Winokur
* Director
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William C. Dunkelberg, Ph.D.
* Director
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Charles C. Piola, Jr.
* Director
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Leo J. Pound
* Director
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Eric S. Siegel
* Director
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Allen F. Wise
*By: /s/ Michael J. Barrist
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Michael J. Barrist
Attorney-in-Fact
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EXHIBIT INDEX
5.1 Opinion of Blank Rome LLP
23.1 Consent of Ernst & Young LLP, independent auditors
23.2 Consent of Blank Rome LLP (included in Exhibit 5.1)
24.1* Power of Attorney
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* Previously filed.