As filed with the Securities and Exchange Commission August 27, 1996
REGISTRATION No. 33- __________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
-------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TECHNOLOGY SERVICE GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 59-1637426
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
20 Mansell Court East - Suite 200
Roswell, Georgia 30076
(Address of Principal Executive Offices) (Zip Code)
TECHNOLOGY SERVICE GROUP, INC. --
1994 OMNIBUS STOCK PLAN
1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
1995 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
Roger M. Barzun
General Counsel
20 Mansell Court East - Suite 200
Roswell, Georgia 30076
(Name and address of agent for service)
(770) 587-0208
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
Title of Amount to Be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered(1) Offering Price per Aggregate Offer Registration Fee
Registered Share(2) Price
<S> <C> <C> <C> <C>
Common Stock 835,000 $10.875 $9,080,625 $3,131.25
</TABLE>
(1) Plus such additional number of shares as may be required pursuant to the
plans in the event of a stock dividend, split-up of shares,
recapitalization or other similar change in the Common Stock.
(2) Estimated solely for the purposes of calculating the registration fee in
accordance with Rule 457(h)(1) on the basis of the average of the bid and
asked prices of the Common Stock as reported on the NASDAQ SmallCap Market
on August 21, 1996.
Page 1 of 9
Exhibit Index at Page 6
<PAGE>
EXPLANATORY NOTE
This Registration Statement has been prepared in accordance with the
requirements of Form S-8 and relates to 835,000 shares of Common Stock, $.01 par
value, of Technology Service Group, Inc. (the "Company") that have been reserved
for issuance pursuant to the Company's 1994 Omnibus Stock Plan, 1995
Non-Employee Director Stock Option Plan and 1995 Employee Stock Purchase Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents are hereby incorporated by reference in this
Registration Statement:
(a) The Company's Registration Statement on Form S-1, Registration
Number 33-80695;
(b) The Company's Annual Report on Form 10-K for the fiscal year
ended March 29, 1996;
(b) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 28, 1996; and
(c) The description of the Company's Common Stock contained in a
registration statement on Form 8-A File No. 0-28352 filed
pursuant to the Securities Exchange Act of 1934, as amended, (the
"Exchange Act") on April 25, 1996 and any amendments or reports
filed for the purpose of updating such description.
In addition, all documents filed by the Company after the initial
filing date of this registration statement pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act and prior to the filing of a
post-effective amendment which indicates that all shares registered
hereunder have been sold or which de-registers all shares then
remaining unsold, shall be deemed to be incorporated by reference in
this registration statement and to be a part hereof from the date of
filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
The legality of the shares of Common Stock offered hereby has been
passed upon for the Company by Roger M. Barzun, 60 Hubbard Street,
Concord, Massachusetts 01742, who is Assistant Secretary, General
Counsel and an employee of the Company.
Item 6. Indemnification of Officers and Directors
Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation may indemnify a director, officer,
employee or agent against expenses (including attorneys' fees),
judgments, fines and for amounts paid in settlement in respect of or
in successful defense of any action, suit or proceeding if he acted in
good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.
Reference is made to the provisions of Section 7 of the Company's
Certificate of Incorporation filed as Exhibit 3(i) to the Company's
registration statement on Form S-1, Registration Number 33-80695. The
effect of such provisions is to indemnify the directors and officers
of the Company against all costs, expenses and amounts of liability
incurred by them in connection with any action or settlement thereof
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<PAGE>
in which they are involved by reason of their affiliation with the
Company to the fullest extent permitted by the law of the State of
Delaware.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
5 Opinion of Roger M. Barzun as to the legality of the shares being
registered
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Price Waterhouse LLP.
23.3 Consent of Roger M. Barzun (included in Exhibit 5).
24 Power of Attorney (included on Page II-5).
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, 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)
(ss.230.424(b) of this chapter) 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) of this
section do not apply if the registration statement is on Form S-3
(ss.239.13 of this chapter), Form S-8 (ss.239.16b of this chapter) or
Form F-3 (ss.239.33 of this chapter), and the information required to be
included in a post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the Commission 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.
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<PAGE>
(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) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any
financial statements required by ss.210.3-19 of this chapter at the start
of any delayed offering or throughout a continuous offering. Financial
statements and information otherwise required by Section 10(a)(3) of the
Act need not be furnished, provided that the registrant includes in the
prospectus, by means of a post-effective amendment, financial statements
required pursuant to this paragraph (a)(4) and other information
necessary to ensure that all other information in the prospectus is at
least as current as the date of those financial statements.
Notwithstanding the foregoing, with respect to registration statements on
Form F-3 (ss.239.33 of this chapter), a post-effective amendment need not
be filed to include financial statements and information required by
Section 10(a)(3) of the Act or ss.210.3-19 of this chapter if such
financial statements and information are contained in periodic reports
filed with or furnished to the Commission 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 Form F-3.
(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.
(h) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment 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 Act and will be governed by the final adjudication of
such issue.
-------------------------------------
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Roswell, the State of Georgia on the 23rd day of
August, 1996.
Technology Service Group, Inc.
(Issuer and Employer)
By: /s/ Vincent C. Bisceglia
--------------------------
Vincent C. Bisceglia,
President & Chief Executive Officer
(principal executive officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears
below constitutes and appoints Vincent C. Bisceglia, William H. Thompson, and
Roger M. Barzun jointly and severally his true and lawful attorneys-in-fact and
agents with full powers of substitution for him and in his name, place and stead
in any and all capacities to sign any and all amendments (including
post-effective amendments) to this registration statement and to file the same
with all exhibits thereto and all documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents and each of them 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 as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their substitute or
substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Name Title/Capacity Date
Chairman of the Board of
/s/ David R. A. Steadman Directors August 23, 1996
- ---------------------------
David R. A. Steadman
President & Chief Executive August 23, 1996
/s/ Vincent C. Bisceglia Officer (principal executive
- --------------------------- officer) and Director
Vincent C. Bisceglia
Vice President & Chief August 23, 1996
/s/ William H. Thompson Financial Officer (principal
- --------------------------- financial and accounting
William H. Thompson officer)
/s/ D. Thomas Abbott Director August 23, 1996
- ---------------------------
D. Thomas Abbott
/s/ Charles E. Davidson Director August 23, 1996
- ---------------------------
Charles E. Davidson
/s/ Robert M. Davies Director August 23, 1996
- ---------------------------
Robert M. Davies
Director August 23, 1996
- ---------------------------
Olivier Roussel
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<PAGE>
INDEX TO EXHIBITS
Exhibit At Page
Number Number
5 Opinion of Roger M. Barzun as to the legality
of the shares being registered. 7
23.1 Consent of Deloitte & Touche LLP. 8
23.2 Consent of Price Waterhouse LLP 9
23.3 Consent of Roger M. Barzun (included in Exhibit 5).
24 Power of Attorney (included on Page II-5).
---------------------------
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EXHIBIT 5
ROGER M. BARZUN
60 HUBBARD STREET
CONCORD, MASSACHUSETTS 01742
TELEPHONE: (508) 287- 4275
FACSIMILE: (508) 287- 4276
August 23, 1996
Technology Service Group, Inc.
20 Mansell Court East - Suite 200
Roswell, Georgia 30076
Gentlemen:
I am General Counsel of Technology Service Group, Inc., (the "Company") and in
that capacity, this opinion is delivered to you in connection with the
registration statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission on or about August 26, 1996 on
behalf of the Company, under the Securities Act of 1933 relating to 835,000
shares (in the aggregate) of common stock, $0.01 par value per share, of the
Company (the "Common Stock") issuable under the Company's 1994 Omnibus Stock
Plan, 1995 Employee Stock Purchase Plan and 1995 Non-Employee Director Stock
Option Plan (the "Plans").
I am familiar with the Company's Certificate of Incorporation, By-Laws and its
corporate minute book as well as the Registration Statement. I have also
examined such other documents, records, certificates and made such further
investigation as I have deemed necessary for the purposes of this opinion.
Based upon and subject to the foregoing, I am of the opinion that the shares of
Common Stock to be sold by the Company pursuant to the Plans in the form in
effect on the date hereof, when issued against receipt of the agreed purchase
price therefor, will be duly authorized, validly issued, fully paid and
non-assessable.
I understand that this opinion is to be used in connection with the
Registration Statement and accordingly I consent to the filing of this opinion
as an exhibit to the Registration Statement. I further consent to the reference
to me in Item 5. -- "Interests of Named Experts and Counsel" in Part II of the
Registration Statement
Very truly yours,
/s/ Roger M. Barzun
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Technology Service Group, Inc. on Form S-8 of our reports dated June 30, 1995
and June 6, 1996, appearing in the Registration Statement No. 33-80695 on Form
S-1 of Technology Service Group, Inc., and in the Annual Report on Form 10-K of
Technology Service Group, Inc. for the year ended March 29, 1996, respectively.
/s/ Deloitte & Touche LLP
Atlanta, Georgia
August 26, 1996
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated October 4, 1994, which appears on page
50 of Technology Service Group, Inc.'s Annual Report on Form 10-K for the fiscal
year ended March 29, 1996 and on page F-3 of Technology Service Group, Inc.'s
Registration Statement on Form S-1, Registration Number 33-80695. We also
consent to the application of such report to the Financial Statement Schedule
for the fiscal years ended April 2, 1993 and April 1, 1994, listed under Item
16(b) of such Registration Statement on Form S-1 when such schedule is read in
conjunction with the financial statements referred to in our report. The audits
referenced to in such report also include this schedule.
/s/ PRICE WATERHOUSE LLP
Philadelphia, PA
August 26, 1996
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