AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON October 20, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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HEADWAY CORPORATE RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-2134871
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
317 Madison Avenue, 3rd Floor
New York, NY 10017
(212) 672-6500
(Address and telephone number of registrant's principal offices)
Barry S. Roseman, President
Headway Corporate Resources, Inc.
317 Madison Avenue, 3rd Floor
New York, NY 10017
(212) 672-6500
(Name, address and telephone number of agent for service)
Copies of all communications, including communications to the
agent, should be sent to:
Mark E. Lehman, Esq.
Cletha A. Walstrand, Esq.
Lehman Walstrand & Associates, LLC
8 East Broadway, Suite 620
Salt Lake City, UT 84111-2204
(801) 532-7858
(801) 363-1715 fax
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the Registration Statement becomes
effective.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
in connection with dividend or interest reinvestment plans, check
the following box: [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box: [ ]
CALCULATION OF REGISTRATION FEE
Title of each Amount Proposed Proposed Amount
class of to be maximum maximum of
securities to be Registered offering Aggregate registra
registered (1) price offering tion
per share price fee
(2)
Common Stock, 403,231 $2.53125 $1,020,678 $270
$0.0001 par value
Common Stock, 253,231 $2.53125 $ 640,991 $169
$0.0001 par value (3)
Total 656,462 $1,661,669 $439
(1) The shares registered include 253,231 shares issuable on
exercise of outstanding securities. The amount registered also
includes an indeterminate number of shares of common stock that
may be issuable by reason of anti-dilution provisions, stock
splits, stock dividends, or similar transactions in accordance
with Rule 416 under the Securities Act of 1933.
(2) Estimated solely for purposes of determining the
registration fee. Based upon the average of the high and low
prices of Headway's Common Stock as reported on the American
Stock Exchange on October 18, 2000, pursuant to Rule 457(c).
(3) Represents common stock issuable on exercise of common stock
purchase warrants and options.
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date
until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
ii
The information in this prospectus is not complete and may be
changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these
securities and is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.
Subject to completion: October 20, 2000
PROSPECTUS
HEADWAY CORPORATE RESOURCES, INC.
656,462 SHARES OF COMMON STOCK
This prospectus covers 403,231 shares of our common stock,
as well as 253,231 shares issuable on future exercises of certain
common stock purchase options and warrants. All of these shares
are being offered for sale by the person named herein under the
caption "Selling Stockholders." We will not receive any of the
proceeds from the sale of shares by the selling stockholders.
Please read the risk factors beginning on page 3 of this
prospectus before making a decision to invest in our securities.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved these
securities or passed on the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.
Our common stock is listed on the American Stock Exchange
under the symbol HEA. The closing price of our common stock on
October 18, 2000 was $2.50 per share.
_______________, 2000
PROSPECTUS SUMMARY
Our company
Headway Corporate Resources, Inc. is a leading provider of
human resource and staffing services to the financial services
industry. In 1999, Headway began a program to diversify its
specialization outside of financial services and currently
provides services to other industries such as e-commerce, media,
entertainment, information technology and telecommunication.
The financial services industry consists of investment
banking firms, banking institutions, insurance companies, credit
card service companies, and other finance companies, and extends
by association to real estate companies, appraisal firms, law
firms, accounting firms, and other service companies that
participate in the financial services industry.
Headway's history of service in the industry, which began in
1984 with executive search services, enables it to understand the
complexity of the products and services offered by the financial
services industry, assist the client in identifying the human
resources required to support those products and services, and
develop industry specific solutions for the human resources needs
of the client.
Headway established its staffing service business through 18
acquisitions of staffing and professional services companies
since 1996. Headway's acquisitions and internal business
development over the past two years have resulted in substantial
growth. Total revenues in 1999 were $360.7 million as compared
to $291.3 million in 1998 and $142.8 million in 1997.
The human resource management services offered by Headway
consist of:
* temporary staffing and value added services,
* information technology and professional staff services,
* executive search and permanent placement services, and
* contract staff administration services.
Headway's goal is to build a national staffing business
focused on providing these services with an emphasis in the
financial services industry as well as other identified
industries. Headway's strategy for achieving this goal is to
make acquisitions and emphasize programs that generate internal
growth. Headway will seek strategic acquisitions specifically
looking for fold-ins to existing operations in order to
strengthen and add to existing business lines as well as continue
the diversification program.
Our principal office is located at 317 Madison Avenue, 3rd
Floor, New York, New York, 10017, where our telephone number is
(212) 672-6500.
The Offering
Common stock offered by the selling stockholders 656,462 shares (1)
Common Stock to be outstanding after ther Offering 11,010,692 shares (2)
Use of proceeds If the outstanding options and
warrants owned by the selling
stockholders are exercised in
full, we will receive gross
proceeds of approximately
$1,000,480, which we will add
to our working capital.
- -------------------------------------------
(1) Represents the maximum number of shares covered by this
prospectus.
(2) Assumes exercise of 253,231 options and warrants owned by
the selling stockholders; does not include common stock issuable
upon exercise of other currently outstanding options, warrants or
conversion rights.
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RISK FACTORS
Prospective investors should consider carefully the risk
factors set forth below as well as the other information
contained or incorporated by reference in this prospectus prior
to making an investment in our common stock.
The future value of our company and your investment depends, in
part, on our ability to grow through acquisitions.
Headway has experienced significant growth, primarily
through acquisitions. Whether we continue to grow substantially
in the future depends, in part, on our ability to acquire other
human resource businesses. Our ability to acquire other
businesses depends on:
* Identifying suitable acquisition candidates,
* Obtaining acquisition financing, and
* Completing acquisitions at acceptable prices.
We believe there is intense competition in the human resource
industry for suitable acquisitions and financing. There can be
no assurance that Headway will be able to expand its business
significantly through acquisitions.
Our failure to successfully integrate new acquisitions may
adversely affect our results of operations.
Assuming we can locate and acquire human resource
businesses, we will not be successful unless we can integrate
those acquisitions into our operations. There are a number of
factors that can affect integration and our results of
operations:
* Our ability to adapt our infrastructure and systems at an
acceptable cost to accommodate growth;
* Unforeseen costs, liabilities or other problems with the
businesses acquired;
* Possible adverse effects on earnings resulting from
increased goodwill amortization or increased interest costs; and
* Once integrated, failure of acquired companies to achieve
acceptable levels of revenue or profitability or otherwise
perform as expected.
There is no assurance we will succeed in the future to
integrate new acquisitions with our existing operations.
The services we provide depend on availability of qualified
temporary personnel.
Headway depends on its ability to attract, train, and retain
personnel who possess the skills and experience necessary to meet
the staffing requirements of our clients. Competition for
individuals with proven skills in certain areas, particularly in
information technology and professional services, is intense. We
place employees in several industries in which unemployment is
relatively low thereby increasing competition for employees
qualified for such placements. We must continually evaluate,
train, and upgrade our supply of available personnel to satisfy
clients' needs. There can be no assurance that qualified
personnel will continue to be available to Headway in sufficient
numbers and on terms of employment acceptable to us. The
inability to attract and retain qualified personnel could have a
material adverse effect on our business.
Our business depends on effective and operational information
storage and processing systems.
Our business involves processing payroll and employee
information for the temporary personnel we provide to clients and
directly processing payroll and employee information for clients'
work forces. Accordingly, a substantial portion of our business
depends upon our ability to store, retrieve, process, and manage
significant databases, and periodically to expand and upgrade our
information processing capabilities. Headway's computer software
systems are backed-up on a daily basis and back-up tapes stored
at an off site location. However, interruption or loss of our
information processing capabilities through loss of stored data,
breakdown, or
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malfunction of computer equipment and software systems,
telecommunications failure, conversion difficulties, or damage to
our facilities could have a material adverse effect on our
business.
Intense competition in our industry could affect our results of
operations.
The staffing industry is intensely competitive and
fragmented and has limited barriers to entry. Headway competes
for employees and clients in national, regional, and local
markets with full-service and specialized temporary staffing
services businesses. A significant number of our competitors
have more established operations and greater marketing,
financial, and other resources. Price competition in the
staffing industry is intense, particularly for the provision of
office and clerical personnel. Headway expects that the level of
competition will remain high in the future, which could limit our
ability to maintain or increase our market share or maintain or
increase gross margins, either of which could have a material
adverse effect on our operating results.
We derive a significant amount of our revenue from one client,
and the loss of that business could adversely affect our
operations.
Substantially all of our contracts to perform services may
be canceled or modified by our clients at will without penalty.
Our largest client accounted for approximately 11 percent of our
revenues for the year ended December 31, 1999, and 4 percent of
our revenues for the six months ended June 30, 2000. The
revenues generated by this client represent primarily payrolling
services provided by Headway, which generates a lower gross
margin compared to our other staffing services. However, the
revenues from this client do cover a significant portion of our
operating expenses that support the infrastructure we use to
service more profitable clients. The loss of, or a material
reduction in revenues from, our largest clients could have a
material adverse effect on our operations.
Our business may be threatened by new laws and increasing
governing regulation.
Recent federal and certain state legislative proposals have
included provisions extending health insurance benefits to
employees not presently receiving such benefits. Due to the wide
variety of national and state proposals currently under
consideration, we cannot predict the impact of such proposals.
Any material changes in federal, state, local or foreign statutes
and/or government regulations could result in increased costs for
us. We cannot assure you that we will be able to increase the
fees charged to our clients in a timely manner and sufficient
amount to cover such increased costs. We cannot predict whether
other legislation or regulations affecting our operations will be
proposed or enacted at the federal, state, local or foreign
level.
We may be liable for the acts of our placements.
As a provider of temporary and staffing services, we place
our employees in the workplace of other businesses. Like all
employers, our employees can commit acts that would subject us to
negative publicity, injunctive orders, or the imposition of fines
or damages. Such acts include discrimination, harassment,
personal injury and other similar claims. In addition, by
providing information technology and professional services, we
are subject to claims for errors and omissions and negligence.
If an employee fails to follow these policies or if our insurance
is inadequate, such actions could materially and adversely affect
our business and results of operations.
We will incur increased employee costs.
We pay unemployment insurance premiums and workers'
compensation for our staffing personnel. Unemployment insurance
premiums may increase as a result of, among other things,
increased levels of unemployment and the lengthening periods for
which unemployment benefits are available. Workers' compensation
costs may increase as a result of changes in our experience
rating or in applicable laws. We cannot assure you that actual
future workers' compensation claims will not exceed the coverage
amounts. Our workers' compensation insurance premiums are
subject to retroactive increases based upon audits of our
employee classification practices and other data provided to the
insurance carrier. Actual future workers' compensation
obligations may exceed the amount of our workers' compensation
insurance. Higher than anticipated losses from known claims or
an increase in the number and severity of new claims are two
factors that could cause greater workers' compensation costs.
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USE OF PROCEEDS
We will not receive the proceeds from the sale of any of the
shares of our common stock offered by the selling stockholders.
If the outstanding warrants owned by certain of the selling
stockholders are exercised in full, we will receive proceeds of
approximately $1,000,480, which will be added to our working
capital.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to incorporate by reference the
information we file with it (File No. 1-16025), which means that
we can disclose important information to you by referring you to
those documents. The information incorporated by reference is
considered to be part of this prospectus and information we file
later with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed
below and any future filings made by us with the SEC under
Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange
Act of 1934 until the sale of all of the shares of common stock
that are part of this offering. The documents we are
incorporating by reference are as follows:
* our Annual Report on Form 10-K and 10-K/A for the year
ended December 31, 1999;
* our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000;
* our Quarterly Report on Form 10-Q for the quarter ended
June 30, 2000;
* our proxy statement for our annual meeting of
shareholders scheduled for November 9, 2000; and
* the description of our common stock contained in our
registration statement on Form 8-A, including any
amendments or reports filed for the purpose of updating
that description.
Any statement contained in a document that is incorporated
by reference will be modified or superseded for all purposes to
the extent that a statement contained in this prospectus (or in
any other document that is subsequently filed with the SEC and
incorporated by reference) modifies or is contrary to that
previous statement. Any statement so modified or superseded will
not be deemed a part of this prospectus except as so modified or
superceded.
You may request a copy of these filings at no cost by
writing or telephoning us at the following address and number:
Headway Corporate Resources, Inc.
317 Madison Avenue, 3rd Floor
New York, New York 10017
(212) 672-6500
SELLING STOCKHOLDERS
The following table sets forth certain information with
respect to the selling stockholders. We believe, based on
information supplied by such persons, that except as noted, the
person named in this table have sole voting and investment power
with respect to all shares of common stock that they beneficially
own. The last column in this table assumes the sale of all of
our shares offered by this prospectus.
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Shares Beneficially Shares Shares Beneficially
Selling Stockholder Owned Offered Owned
Prior to the Offering For Sale After the Offering
---------------------- ---------- -------------------
Common Stock Outstanding
Ronald Wendlinger 403,231 403,231 -0-
Common Stock Underlying
Options And Warrants
Michael List 203,231 203,231 -0-
JW Genesis Financial Corp. 50,000 50,000 -0-
Ronald Wendlinger served from May 1996 to February 1999, as
a Vice Chairman and Executive Vice President of Headway Corporate
Staffing Services, Inc., a subsidiary of Headway. The common
stock offered by Mr. Wendlinger was acquired under an option
agreement exercised in May 1999.
Michael List is the President and Chief Technology Officer
of Headway Corporate Staffing Services, Inc. The common stock
offered by Mr. List is issuable under options granted to him in
connection with his employment. The exercised price for 100,000
shares is $3.3125 per share and is $3.94 per share for the
remainder.
JW Genesis Financial Corp. rendered financial consulting
services to Headway in 1998. In partial consideration for such
services, Headway issued warrants to JW Genesis to purchase
50,000 shares of common stock at an exercise price of $5.25 per
share.
PLAN OF DISTRIBUTION
The sale of the selling stockholders' shares may be effected
from time to time in transactions, which may include block
transactions by or for the account of the selling stockholders,
upon the American Stock Exchange or in negotiated transactions,
or through the writing of options on the selling stockholders'
shares, a combination of these methods of sale, or otherwise.
Sales may be made at fixed prices, which may be changed, at
market prices prevailing at the time of sale, or at negotiated
prices.
The selling stockholders may effect the transactions by
selling their shares directly to purchasers, through broker-
dealers acting as agents for the selling stockholders, or to
broker-dealers who may purchase shares as principals and
thereafter sell the selling stockholders' shares from time to
time in the over-the-counter market, in negotiated transactions,
or otherwise. In effecting sales, brokers and dealers engaged by
the selling stockholders may arrange for other broker-dealers to
participate in resales. The selling stockholder may enter into
hedging transactions with broker-dealers, and in connection with
these transactions, broker-dealers may engage in short sales of
the shares. The selling stockholders may also sell shares short
and deliver these shares to close out its short positions. The
selling stockholders may also enter into option or other
transactions with broker-dealers that involve the delivery of
these shares to the broker-dealers, who may then resell or
otherwise transfer such shares. The selling stockholders may
also pledge these shares to a broker-dealer who, upon a default,
may sell or otherwise transfer these shares.
These broker-dealers, if any, may receive compensation in
the form of discounts, concessions or commissions from the
selling stockholders and/or the purchaser for whom such broker-
dealers may act as agents or to whom they may sell as principals
or both, which compensation as to a particular broker-dealer may
be in excess of customary commissions.
The selling stockholders and broker-dealers, if any, acting
in connection with these sales might be deemed to be
"underwriters" within the meaning of section 2(11) of the
Securities Act of 1933. Any commission they
6
receive and any profit upon the resale of the securities might be
deemed to be underwriting discounts and commissions under the
Securities Act of 1933.
If we are notified by selling stockholders that any material
arrangement has been entered into with a broker-dealer for the
sale of securities through a block trade, special offering,
exchange distribution or secondary distribution or a purchase by
a broker or dealer, we will file a supplement to this prospectus,
if required, pursuant to Rule 424(b) under the Securities Act of
1933. The supplement will disclose
* the name of each such selling stockholder and of the
participating broker-dealer(s), (ii) the number of securities
involved,
* the price at which such securities will be sold,
* the commissions to be paid or discounts or concessions to be
allowed to such broker-dealer(s), where applicable,
* that such broker-dealer(s) did not conduct any investigation
to verify the information set out or incorporated by reference in
this prospectus, and
* other facts material to the transaction.
We have advised the selling stockholders that during such
time as they may be engaged in a distribution of the common stock
covered by this prospectus they are required to comply with
Regulation M promulgated under the Securities Exchange Act of
1934. With certain exceptions, Regulation M precludes any
selling stockholders, any affiliated purchasers, and any broker-
dealer or other person who participates in such distribution from
bidding for or purchasing, or attempting to induce any person to
bid for or purchase any security that is the subject of the
distribution until the entire distribution is complete.
Regulation M also prohibits any bids or purchases made in order
to stabilize the price of a security in connection with the
distribution of that security. All of the foregoing may affect
the marketability of our common stock.
Sales of any shares of common stock by the selling
stockholders may depress the price of the common stock in any
market that may exist for the common stock.
Any securities covered by this prospectus that qualify for
sale pursuant to SEC Rule 144 under the Securities Act may be
sold under that Rule rather than pursuant to this prospectus.
There can be no assurance that the selling stockholders will
sell any or all of the shares of common stock covered by this
prospectus.
LEGAL MATTERS
The validity of the shares of our common stock covered by
this prospectus has been passed upon by Lehman Walstrand &
Associates, LLC. Members of Lehman Walstrand beneficially own
shares of our common stock.
EXPERTS
The consolidated financial statements of Headway Corporate
Resources, Inc. and Subsidiaries included in Headway Corporate
Resources' Annual Report (Form 10-K) for the year ended December
31, 1999 have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein
and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in
reliance upon such report given on the authority of such firm as
experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement on Form S-3 with the
Securities and Exchange Commission relating to the common stock
we are offering by this prospectus. This prospectus does not
contain all of the information set forth in the registration
statement and the exhibits and schedules to the registration
statement. Statements contained
7
in this prospectus as to the contents of any contract or other
document referred to are not necessarily complete and in each
instance we refer you to the copy of the contract or other
document filed as an exhibit to the registration statement, each
such statement being qualified in all respects by such reference.
For further information with respect to our company and the
common stock offered by this prospectus, we refer you to the
registration statement, exhibits and schedules. A copy of the
registration statement may be inspected by anyone without charge
at the public reference facilities maintained by the SEC in:
* Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549;
* The Chicago Regional Office, Suite 1400, 500 West
Madison Street, Citicorp Center, Chicago, Illinois
60661; and
* The New York Regional Office, Suite 1300, 7 World Trade
Center, New York, New York 10048.
Copies of all or any part of the registration statement may
be obtained from the Public Reference Section of the SEC at 450
Fifth Street, N.W., Washington, D.C. 20549, upon payment of the
prescribed fees. The public may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-
800-SEC-0330. The registration statement is also available
through the SEC's Web site at http://www.sec.gov.
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PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses in connection
with this Registration Statement. Headway will pay all expenses
of the offering. All of such expenses are estimates, other than
the filing fees payable to the Securities and Exchange Commission
and NASD.
Securities and Exchange Commission Filing Fee $ 439
NASD Filing Fee 603
Printing Fees and Expenses 1,000
Legal Fees and Expenses 15,000
Accounting Fees and Expenses 15,000
Miscellaneous 5,000
TOTAL $ 37,042
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Headway's Charter provides that, to the fullest extent that
limitations on the liability of directors and officers are
permitted by the Delaware General Corporation Law (the "DGCL"),
no director or officer of Headway shall have any liability to
Headway or its stockholders for monetary damages. The DGCL
provides that a corporation's charter may include a provision
which restricts or limits the liability of its directors or
officers to the corporation or its stockholders for money damages
except: (1) to the extent that it is provided that the person
actually received an improper benefit or profit in money,
property or services, for the amount of the benefit or profit in
money, property or services actually received, or (2) to the
extent that a judgment or other final adjudication adverse to the
person is entered in a proceeding based on a finding in the
proceeding that the person's action, or failure to act, was the
result of active and deliberate dishonesty and was material to
the cause of action adjudicated in the proceeding. Headway's
Charter and Bylaws provide that Headway [shall] indemnify and
advance expenses to its currently acting and its former directors
to the fullest extent permitted by the DGCL and that Headway
shall indemnify and advance expenses to its officers to the same
extent as its directors and to such further extent as is
consistent with law.
The Charter and Bylaws provide that Headway will indemnify
its directors and officers and may indemnify employees or agents
of Headway to the fullest extent permitted by law against
liabilities and expenses incurred in connection with litigation
in which they may be involved because of their offices with
Headway. However, nothing in the Charter or Bylaws of Headway
protects or indemnifies a director, officer, employee or agent
against any liability to which he would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his
office. To the extent that a director has been successful in
defense of any proceeding, the DGCL provides that he shall be
indemnified against reasonable expenses incurred in connection
therewith.
ITEM 16. EXHIBITS.
(a) Exhibits.
Copies of the following documents are included as exhibits
pursuant to Item 601 of Regulation S-K.
I
Exhibit SEC Ref. Title of Document Location
No. No.
1 (4) Options granted to Michael List in May 1999 This filing
and March 1997 Page E-1
2 (4) Warrant issued to JW Genesis Financial Corp., This filing
the successor to JW Charles Financial Services Page E-13
3 (5) & (23) Opinion and consent of Lehman Walstrand & This filing
Associates, LLC Page E-34
4 (23) Consent of Ernst & Young LLP This filing
Page E-36
(1) These exhibits are included in Headway's current report on
Form 8-K, dated March 19, 1998, and filed with the Commission on
April 3, 1998, and are incorporated herein by this reference.
The reference under the column "Location" is to the exhibit
number in the report on Form 8-K.
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) 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.
(2) That for the purpose of determining any liability under
the Securities Act of 1933, as amended (the "Securities Act"),
each post-effective amendment that contains a form of prospectus
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.
(4) That, for purposes of determining any liability under
the Securities Act, each filing of Registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") that is incorporated by
reference in the Registration Statement, shall be deemed to be a
new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of Registrant pursuant to Item 15 of this
Part II to the Registration Statement, or otherwise, 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, and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by Registrant of
expenses incurred or paid by a director, officer or controlling
person of 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, 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 the public policy as expressed
in the Securities Act and will be governed by the final
adjudication of such issue.
II
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonably grounds to
believe it meets all of the requirements for filing on Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of New York, State of New York, on October 20, 2000.
Headway Corporate Resources, Inc.
By /s/ Barry S. Roseman, President
POWER OF ATTORNEY
Know all men by these presents, that each person whose
signature appears below constitutes and appoints Barry S. Roseman
and Jamie Schwartz (with full power to each of them to act alone)
as his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead
in any and all capacities to sign any or all amendments or post-
effective amendments to this Registration Statement, including
registration statements filed or amendments made pursuant to Rule
462 under the Securities Act of 1933, as amended, and to file the
same with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, to sign
any and all applications, registration statements, notices or
other document necessary or advisable to comply with the
applicable state securities laws, and to file the same, together
with all other documents in connection therewith, with the
appropriate state securities authorities, granting unto said
attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, thereby ratifying and
confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement or Amendment has been signed below by
the following persons in the capacities and on the dates
indicated.
Dated: October 20, 2000 /s/ Gary S. Goldstein, Principal
Executive Officer and Director
Dated: October 20, 2000 /s/ Barry S. Roseman Principal
Financial and Accounting Officer and
Director
Dated: October 14, 2000 /s/ G. Chris Andersen, Director
Dated: October ___, 2000 --------------------------------------
E. Garrett Bewkes, III, Director
Dated October 19, 2000 /s/ Bruce R. Ellig, Director
Dated: October ___, 2000 --------------------------------------
Ehud D. Laska, Director
Dated: October 19, 2000 /s/ Richard B. Salomon, Director
III