As filed with the Securities and Exchange Commission on May 9, 1996
Registration Statement No. 33-80695
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
AMENDMENT No. 4
To
FORM S-1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------
Technology Service Group, Inc.
(Exact name of Registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
Delaware 3665 59-1637426
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
</TABLE>
20 Mansell Court East, Suite 200
Roswell, Georgia 30076
(770) 587-0208
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------
Vincent C. Bisceglia
c/o Technology Service Group, Inc.
20 Mansell Court East, Suite 200
Roswell, Georgia 30076
(770) 587-0208
(NAME, ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER,
INCLUDING AREA CODE OF AGENT FOR SERVICE)
PLEASE SEND COPIES OF COMMUNICATIONS TO:
Theodore LaPier, Esq. Rubi Finkelstein, Esq.
Berlack, Israels & Liberman LLP Orrick, Herrington & Sutcliffe
120 West 45th Street 666 Fifth Avenue
New York, New York 10036 New York, New York 10103
(212) 704-0100 (212) 506-5000
----------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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, 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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
----------
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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
<PAGE>
EXPLANATORY NOTE
The form of Prospectus included in this Amendment No. 4 to Registration
Statement on Form S-1 is the same form of Prospectus that was included in
Amendment No. 3 to such Registration Statement as filed with the Securities and
Exchange Commission on April 29, 1996.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
SEC registration fee ..................... $ 6,125.52
NASD filing fee .......................... 2,276.00
Legal fees and expenses .................. 175,000.00
Accounting fees and expenses ............. 150,000.00
Blue sky fees and expenses ............... 30,000.00
Printing ................................. 75,000.00
Miscellaneous ............................ 131,598.48
--------------
Total Expenses ....................... $ 570,000.00
Item 14. Indemnification of Directors and Officers
Reference is made to Section 7 of Registrant's Certificate of
Incorporation, included as Exhibit 3(i) to this Registration Statement. The
effect of such provision is to indemnify the directors and officers of the
Registrant against all costs, expenses, and amounts of liability incurred by
them in connection with any action or settlement thereof in which they are
involved by reason of their affiliation with the registrant to the fullest
extent permitted by the law of the State of Delaware.
Section 145 of the Delaware Corporation Law permits such indemnification
against expenses (including attorney's fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with actions, suits
or proceedings in which an officer or director is a party by reason of the fact
that he is or was such a director or officer, 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 Registrant and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. However, such
indemnification in connection with actions by or in the right of Registrant is
permitted only against expenses (including attorney's fees) and only 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 Registrant and if he is not adjudged liable for
negligence or misconduct in the performance of his duty to the Registrant,
unless the court otherwise provides.
II-1
<PAGE>
Item 15. Recent Sales of Unregistered Securities
The Registrant sold the following securities within the past three years,
which securities were not registered under the Securities Act of 1933, as
amended:
<TABLE>
<CAPTION>
Security Date of Issue Purchaser Amount Consideration Exemption
-------- ------------- --------- ------ ------------- ---------
<S> <C> <C> <C> <C> <C>
Common Stock,
par value $.01
per share 10/31/94 Wexford Partners Fund, L.P. 2,730,000 shares $2,730,000 Section 4(2)
Common Stock,
par value $.01
per share 10/31/94 Acor, S.A. 507,500 shares $507,500 Section 4(2)
Common Stock,
par value $.01
per share 10/31/94 Firlane Business Corp. 262,500 shares $262,500 Section 4(2)
10% Subordinated
Promissory Note 10/31/94 Wexford Partners Fund, L.P. $2,361,082 $2,361,082 Section 4(2)
principal amount
10% Subordinated
Promissory Note 10/31/94 Acor, S.A. $208,216.73 $208,216.73 Section 4(2)
principal amount
10% Subordinated
Promissory Note 10/31/94 Acor, S.A. $99,591.93 $99,591.93 Section 4(2)
principal amount
10% Subordinated
Promissory Note 11/10/94 Acor, S.A. $83,497.82 $83,497.82 Section 4(2)
principal amount
10% Subordinated
Promissory Note 12/23/94 Acor, S.A. $47,611.52 $47,611.52 Section 4(2)
principal amount
Warrants to
acquire Common
Stock May 23, 1995 Avex Electronics, Inc. 40,000 shares Issued in. Section 4(2)
of Common connection
Stock for $4.00 with
per share Manufacturing
Agreement
included as
Exhibit 10.8
hereto
</TABLE>
The warrants were issued to Avex Electronics, Inc. in return for extension
of credit of $1.5 million and 45-day payment terms to the Company.
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits
1.1 Form of Underwriting Agreement*
3 (i) Certificate of Incorporation.*
(ii) By-laws.*
4.1 (a) Warrant Agreement.*
(b) Form of Redeemable Warrant.
4.2 Representative's Warrant Agreement, including, form of
Representative's Warrant.*
4.3 Form of Common Stock Certificate.*
5. Opinion of counsel re legality.*
II-2
<PAGE>
10.1 Loan and Security Agreement between Barclays Business Credit,
Inc. and International Teleservice Corporation dated February 23,
1990*
10.2 Continuing Guaranty Agreement between Barclays Business Credit,
Inc. and International Teleservice Corporation dated February 23,
1990*
10.3 First Amendment to Loan and Security Agreement between Barclays
Business Credit, Inc. and International Teleservice Corporation
dated January 11, 1991*
10.4 Second Amendment to Loan and Security Agreement between Barclays
Business Credit, Inc. and Technology Service Group, Inc. dated
June, 1994*
10.5 Third Amendment to Loan and Security Agreement between Barclays
Business Credit, Inc. and Technology Service Group, Inc. dated
July 8, 1994*
10.6 Fourth Amendment to Loan and Security Agreement between Barclays
Business Credit, Inc. and Technology Service Group, Inc. dated
October 31, 1994*
10.7 (a) $650,000 Second Amended, Restated, Substitute and Supplemental
Secured Term Note dated August 25, 1994 made by International
Teleservice Corporation and Technology Service Enterprises, Inc.
in favor of Barclays Business Credit, Inc.*
10.7 (b) $2,200,000 Secured Term Note dated October 31, 1994 made by
Technology Service Group, Inc. in favor of Barclays Business
Credit, Inc.*
10.8 Manufacturing Services Agreement TSG-1O94JLR dated October 21,
1994 by and between Technology Service Group, Inc. and Avex
Electronics Inc.*+
10.9 Fifth Amendment to Loan and Security Agreement between Barclays
Business Credit, Inc. and Technology Service Group, Inc. dated as
of April 22, 1996.*
10.10 Amendment 002 to the Manufacturing Services Agreement
TSG-1O49JLR dated October 21, 1994 by and between Technology
Service Group, Inc. and Avex Electronics Inc.*+
10.11 Manufacturing Rights Agreement dated September 16, 1991 between
Newco, Inc. (Commtek Industries, Inc.), Dynacom Corporation and
International Service Technologies, Inc.*
10.12 Lease Agreement between G.P.E.D.C., Inc. and International
Teleservice Corporation dated November 30, 1990*
10.13 Lease Agreement between Telematics Products, Inc. and William M.
Johnson dated July 14, 1988*
10.14 Assignment of Lease between Executone Information Systems, Inc.
and Technology Service Enterprises, Inc. dated January 11, 1991*
10.15 First Amendment to Lease Agreement between Mansell 400
Associates, L.P. and Technology Service Group, Inc. dated
February, 1993*
10.16 Lease between Steroben Associates and Comdial TeleServices
Corporation dated August 1, 1986 *
10.17 (a) Dealer Agreement between Control Module, Inc. and Technology
Service Group, Inc. dated November 18, 1994*
(b) CMI Teaming Agreement between Control Module, Inc. and Technology
Service Group, Inc. dated May 19, 1994.+
II-3
<PAGE>
10.18 Employment Agreement between Technology Service Group, Inc. and
Vincent C. Bisceglia dated October 31, 1994*
10.19 Chairman's Agreement between Technology Service Group, Inc. and
David R.A. Steadman dated October 31, 1994*
10.20 Articles of Agreement Between Technology Service Group, Inc. and
Local Union No. 236, International Brotherhood of Teamsters,
Chauffeurs, Warehousemen and Helpers of America dated October 26,
1993*
10.21 Patent License Agreement*+
10.22 Warrant Agreement between Technology Service Group, Inc. and
Avex Electronics Inc. dated May 23, 1995*
10.23 Employee Incentive Stock Option Agreement between Technology
Service Group, Inc. and Vincent C. Bisceglia dated November 1,
1994*
10.24 Non-Qualified Stock Option Agreement between Technology Service
Group, Inc. and David R.A. Steadman dated November 1, 1994*
10.25 Form of Employee Incentive Stock Option Agreement under the 1994
Omnibus Stock Plan of Technology Service Group, Inc.*
10.26 Agreement and Plan of Merger among Wexford Capital Corporation,
TSG Acquisition Corporation, Technology Service Group, Inc. and
certain shareholders of Technology Service Group, Inc. dated
October 11, 1994*
10.27 Amendment dated October 31, 1994 to Agreement and Plan of Merger
among Wexford Capital Corporation, TSG Acquisition Corporation,
Technology Service Group, Inc. and certain shareholders of
Technology Service Group, Inc. dated October 11, 1994*
10.28 Form of Escrow Agreement between Wexford Partners Fund, L.P.,
Technology Service Group, Inc., William J. Geary and Trachtenberg
& Rodes dated October 31, 1994*
10.29 Subordination Agreement between Technology Service Group, Inc.,
Wexford Partners Fund, L.P., Acor, S.A. and Barclays Business
Credit, Inc. dated October 31, 1994*
10.30 Investment Agreement between Technology Service Group, Inc.,
Wexford Partners Fund, L.P., Acor, S.A. and Firlane Business
Corp. dated October 31, 1994*
10.31 (a) Stockholders' Agreement among Technology Service Group, Inc.,
Wexford Partners Fund, L.P., Acor, S.A. and Firlane Business
Corp. dated October 31, 1994*
(b) Form of Amended and Restated Stockholders' Agreement among
Technology Service Group, Inc., Wexford Partners Fund, L.P.,
Acor, S.A. and Firlane Business Corp. and A.T.T. IV, N.V.*
10.32 $2,361,082 10% Subordinated Note Due 1999 payable to Wexford
Partners Fund, L.P. dated October 31, 1994*
10.33 $208,216.73 10% Subordinated Note Due 1999 payable to Acor, S.A.
dated October 31, 1994*
10.34 $99,591.93 10% Subordinated Note Due 1999 payable to Acor, S.A.
dated October 31, 1994*
10.35 $83,497.82 10% Subordinated Note Due 1999 payable to Acor, S.A.
dated November 10, 1994*
II-4
<PAGE>
10.36 $47,611.52 10% Subordinated Note Due 1999 payable to Acor, S.A.
dated December 23, 1994*
10.37 Contract No. XO8895D between Technology Service Group, Inc. and
NYNEX.*+
10.38 Contract No. C5262CO between Technology Service Group, Inc. and
Southwestern Bell Telephone Company.*+
10.39 Executive Retention Agreement of Vincent C. Bisceglia.*
10.40 Executive Retention Agreement of Allen Vogl.*
10.41 Executive Retention Agreement of Darold Bartusek.*
10.42 Executive Retention Agreement of James Wright.*
10.43 Executive Retention Agreement of Ned Rebich.*
10.44 Executive Retention Agreement of William H. Thompson.*
10.45 1994 Omnibus Stock Plan.*
10.46 1995 Employee Stock Purchase Plan.*
10.47 1995 Non-Employee Director Stock Option Plan.*
11. Statement re computation of per share earnings*
16. Letter re change in certifying accountants.*
21. Subsidiaries of Registrant.*
23.1 Consent of Deloitte & Touche LLP, Independent Auditors.
23.2 Consent of Price Waterhouse LLP, Independent Accountants.
23.3 Consent of counsel (included in Exhibit 5).*
- ----------
* Previously filed.
+ Registrant has requested confidential treatment of a portion of this
Exhibit, which portion has been separately filed with the Commission.
Financial Statement Schedules
Schedule II--Valuation and Qualifying Accounts, is included after page II-6
hereof.
Other schedules are omitted because they are not required or are not
applicable, or the required information is shown in the consolidated financial
statements or notes thereto.
Item 17. Undertakings
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, 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.
II-5
<PAGE>
(3) The undersigned registrant hereby undertakes to provide to the
underwriter at the closing specified in the underwriting agreements certificates
in such denominations and registered in such names as required by the
underwriter to permit prompt delivery to each purchaser.
(4) Insofar as indemnification for liabilities arising under the Act 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 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 expressed in the Act and will be governed by the final adjudication of
such issue.
The undersigned registrant hereby undertakes that:
(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% charge 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;
(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.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
each Registrant has duly caused this Amendment to 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 the 9th day of May, 1996.
TECHNOLOGY SERVICE GROUP, INC.
By: /s/ VINCENT C. BISCEGLIA
-----------------------------------------------
Vincent C. Bisceglia,
President, Chief Executive Officer and Director
Signature Title Date
------- ----- ----
TECHNOLOGY SERVICE GROUP, INC.
By: /s/ VINCENT C. BISCEGLIA Principal Executive May 9, 1996
----------------------------- Officer, Director
Vincent C. Bisceglia
By: /s/ WILLIAM H. THOMPSON Principal Financial May 9, 1996
----------------------------- and Accounting Officer
William H. Thompson
By: /s/ DAVID R.A. STEADMAN Director and Chairman May 9, 1996
----------------------------- of the Board
David R.A. Steadman
By: /s/ CHARLES E. DAVIDSON Director May 9, 1996
-----------------------------
Charles E. Davidson
By: /s/ Robert M. Davies Director May 9, 1996
-----------------------------
Robert M. Davies
By: Director , 1996
-----------------------------
Olivier Roussel
II-7
[CMI LOGO] CONTROL MODULE INC.
CMI
TEAMING AGREEMENT
Between
CONTROL MODULE, INC.
and
TECHNOLOGY SERVICE GROUP, INC.
THIS TEAMING AGREEMENT is made and entered into this 19th day of May 1994,
by and between Control Module, Inc., a Delaware corporation having its principal
place of business at 380 Enfield Street, CT 06082, (hereinafter referred to as
"CMI") and Technology Service Group, Inc., a Delaware corporation having its
principal place of business at 20 Mansell Ct. East Roswell, GA 30076
(hereinafter referred to as "TSG").
W I T N E S S E T H
WHEREAS, CMI and TSG have carefully assessed their mutual capabilities and
interests and have concluded that it is desirable to enter into a teaming
arrangement for the preparation and submittal of a proposal in response to The
Southwestern Bell (hereinafter "SWB") pay telephone electronic lock program
(hereinafter the "Project"); and
WHEREAS, the parties hereto have determined that they have the necessary
expertise required for the Project and that this Teaming Agreement will enable
them to complement their unique capabilities and offer SWB the best combination
of capabilities to perform the Project in the most cost effective manner, and
WHEREAS, it is the purpose of this Teaming Agreement to set forth the
understanding under which the parties shall work together on this proposal
effort and subsequent contract award, if any;
NOW THEREFORE, in consideration of the mutual covenants contained herein,
the parties hereto agree as follows:
ARTICLE 1. PROPOSAL PREPARATION
1.1 It is intended that TSG shall submit to SWB a proposal as prime
contractor for the Project.
380 Enfield St. * Enfield, CT 06082 * (203) 745-2433 * (800) 722-6654
FAX: (203) 741-6064
"The company behind the symbol."
"An Equal Opportunity Employer"
<PAGE>
1.2 CMI shall provide proposal support and assistance to TSG in connection
with the field of work described in the Project which is attached
hereto as Exhibit "A."
1.3 TSG shall prepare the proposal, integrate the data and material
provided by CMI and submit the proposal to SWB. The ultimate
responsibility for proposal content shall be in TSG; however, TSG
shall provide CMI with a reasonable opportunity to review portions of
the proposal pertinent to CMI prior to submittal and shall consult
with CMI on decisions affecting the interests of CMI.
1.4 TSG shall identify the contribution of CMI in the proposal and shall
identify CMI as a sub-contractor.
1.5 The parties hereto shall assist and cooperate with each other in every
reasonable way in order to bring about the award of the prime contract
to TSG and a sub-contract to CMI.
1.6 TSG shall keep CMI informed concerning all aspects of proposal
preparation and the status of the prime contract negotiations.
ARTICLE 2. RELATIONSHIP OF THE PARTIES
2.1 This Teaming Agreement shall not constitute a joint venture,
partnership, consortium, or any other form of business arrangement or
organization.
2.2 Each party hereto shall act as an independent contractor and not as an
employee, agent or partner of the other for any purpose whatsoever,
and neither party shall have the authority to bind the other party or
make any commitments of any kind for or on behalf of the other party.
2.3 The employees of one party shall not be deemed the employees of the
other.
2.4 Neither party shall assign nor in any manner transfer its rights or
obligations or any part thereof in this Teaming Agreement without the
prior written consent of the other party.
2.5 Because the preparation of a successful proposal requires the parties'
full cooperation, the parties agree that their proposal efforts on the
Project shall be exclusive to each other during such time as this
Teaming Agreement remains in effect, and that neither party shall
solicit nor represent competing products and/or services for the
Project. This provision does not preclude TSG from adding other non-
CMI competing team members to perform this Project.
[CMI LOGO] CONTROL MODULE INC.
380 Enfield St. * Enfield, CT 06082 * (203) 745-2433 * TELEX: 64-3167
FAX: (203) 741-6064
"The company behind the symbol."
<PAGE>
2.6 Nothing contained in this Agreement shall be deemed to preclude either
party from quoting and offering for sale, or from selling, to others,
any item or service which it regularly offers for sale.
ARTICLE 3. NEGOTIATION OF SUB-CONTRACT
3.1 In the event TSG is awarded the prime contract, the parties shall
enter into a sub-contract for the Project in good faith, provided
that:
(a) TSG is awarded a prime contract that includes the work identified
on Exhibit "A," and
(b) SWB approves the sub-contract in the event it so requires.
3.2 Except to the extent inconsistent with this Agreement, the terms and
conditions of the sub-contract shall be as set forth as Exhibit "B"
modified only by those obligations of the prime contract that are
required to be passed on to the sub-contractor.
3.3 The sub-contract shall be at prices for the work to be performed as
set forth in Exhibit "C" attached hereto.
ARTICLE 4. COSTS
4.1 Any and all costs, expenses, risks or liabilities to either TSG or CMI
caused by or arising out of this proposal effort, shall be borne by
each party separately and neither party shall be liable or obligated
to the other for any such costs, expenses, risks or liabilities.
4.2 Nothing in this Agreement shall be construed as providing for the
sharing of profit or losses arising out of the efforts of either or
both of the parties.
ARTICLE 5. PROPRIETARY INFORMATION
5.1 When proprietary information is disclosed by one party to the other in
writing and clearly identified as proprietary, the receiving party
agrees that such information shall be maintained in confidence for a
period of four (4) years from the date of this Agreement,
notwithstanding any termination dates expressed elsewhere in this
Agreement.
5.2 The parties shall not be liable for disclosures made inadvertently or
by mistake, providing the parties exercise the same standard of care
to protect the information received as they do to protect their own
proprietary information.
[CMI LOGO] CONTROL MODULE INC.
380 Enfield St. * Enfield, CT 06082 * (203) 745-2433 * TELEX: 64-3167
FAX: (203) 741-6064
"The company behind the symbol."
<PAGE>
5.3 Disclosure of such information shall be restricted to those
individuals who are directly participating in the proposal and
subcontract efforts.
5.4 The obligations with respect to handling proprietary information, as
set forth in this Agreement, are not applicable to the following:
(a) Information that is now in, or hereafter enters, the public
domain through no fault of the receiving party;
(b) Information that was previously known to the receiving party
independently of the disclosing party;
(c) Information that is independently developed by the receiving
party;
(d) Information that is disclosed with the written approval of the
other party; or
(e) Information that is received from other sources, provided such
other source did not receive it due to a breach of this
Agreement.
5.5 No license to the other party, under any trademark, patent or
copyright is either granted or implied by the conveying of information
to that party. None of the information which may be submitted or
exchanged by the respective parties shall constitute any
representation, warranty, assurance, guarantee or inducement by either
party to the other to infringe trademarks, patents, copyrights or any
right of privacy, or other rights of third persons.
5.6 Each party shall designate in writing one or more individuals within
its organization as the only point(s) for receiving all written
confidential information exchanged between the parties pursuant to
this Agreement. Any change of the individual shall be communicated to
the other party in writing. Any information of a proprietary or
confidential nature not addressed in writing and marked as proprietary
information to the designated individuals shall not fall under the
protection of this Agreement. All proprietary information and all
copies thereof shall be returned to the disclosing party upon written
request.
5.7 This Agreement shall not preclude either party from making disclosures
of confidential and/or proprietary information to SWB as part of the
proposal contemplated by this Agreement.
ARTICLE 6. RIGHTS IN INVENTIONS
Inventions arising out of this proposal effort that are solely
conceived or reduced to practice by one of the parties hereto shall
remain the property of the originating party. Inventions arising out
[CMI LOGO] CONTROL MODULE INC.
380 Enfield St. * Enfield, CT 06082 * (203) 745-2433 * TELEX: 64-3167
FAX: (203) 741-6064
"The company behind the symbol."
<PAGE>
of this proposal effort that are jointly conceived or jointly reduced
to practice by the parties hereto shall be subject to further
negotiations between the parties in order to establish their
respective rights. This understanding is subject to the rights of SWB,
if any.
ARTICLE 7. TERMINATION OF AGREEMENT
Except for the rights of the parties with respect to proprietary
information (Article 5) and inventions (Article 6), and unless
extended by mutual written agreement of the parties, this Agreement
shall automatically terminate upon the happening of any of the
following events:
(a) Written notification by SWB of the cancellation of the proposed
contract;
(b) Written notification by SWB that it will not award the Prime
Contract to TSG for the Project;
(c) Written notification by SWB of the award of a Prime Contract for
the Project to a bidder other than TSG;
(d) Written notification by SWB of an objection to this Agreement
which cannot be cured with the reasonable efforts of the parties;
(e) The mutual written agreement of the parties to terminate;
(f) The petition by one of the parties for bankruptcy or
reorganization under the bankruptcy laws or assignment for the
benefit of creditors;
(g) A material breach of the provisions of this Agreement by a party
which is not corrected within thirty (30) days after receipt of
written notice of such breach provided by the other party;
(h) The expiration of twelve (12) months after the date of this
Agreement (or such later date as may be agreed upon) except that
this date may be extended to allow time for the parties to enter
into a sub-contract with CMI following the award of the prime
contract to TSG.
(i) The execution of a sub-contract agreement between TSG and CMI for
the Project.
[CMI LOGO] CONTROL MODULE INC.
380 Enfield St. * Enfield, CT 06082 * (203) 745-2433 * TELEX: 64-3167
FAX: (203) 741-6064
"The company behind the symbol."
<PAGE>
ARTICLE 8. PUBLICITY
Publicity, advertising or other form of public announcement relating
to this Agreement shall not be released by either party without the
prior written approval of the other party.
ARTICLE 9. REMEDY FOR BREACH
In the event of breach of this Agreement by either party (except for
Article 5 Proprietary Information and Article 6 Rights in Inventions),
it is agreed that the remedy of the non-breaching party shall be
limited to the recovery of its direct costs and applicable overhead
expended in performing its obligations under this Agreement, and there
shall be no liability for loss of present or prospective profits or
any consequential, indirect or special damages.
ARTICLE 10. GOVERNING LAW AND ARBITRATION
This Agreement is deemed to be made under and shall be construed in
accordance with the laws of the State of Connecticut and constitutes
the entire understanding between the parties hereto with respect to
the subject matter of this Agreement. Any modifications or changes
made subsequent hereto shall not be binding unless they are in writing
and signed by both parties. If, in the performance of this Agreement,
any claim or controversy arises, then CMI and TSG shall use their best
efforts to find a mutually agreeable solution. Should the parties,
through their best efforts, be unable to find a mutually agreeable
solution, then the claim or controversy shall be finally settled in
proceedings held in Hartford, Connecticut, in accordance with the
rules of the American Arbitration Association, and judgment upon the
award may be entered in any court having jurisdiction thereof.
IN WITNESS WHEREOF, the parties hereto have executed the Agreement as of
the date set forth above.
CONTROL MODULE, INC. TECHNOLOGY SERVICE GROUP, INC.
By: /s/ Kenneth L. Tibert By: /s/ Vincent C. Bisceglia
-------------------------- -----------------------------
Typed Name: Kenneth L. Tibert Typed Name: Vincent C. Bisceglia
------------------ ---------------------
Title: Vice President Finance Title: President & CEO
----------------------- --------------------------
Attachment: Exhibit "A" - The Project (field of work)
Exhibit "B" - Sub Contract Terms and Conditions
Exhibit "C" - Pricing
[CMI LOGO] CONTROL MODULE INC.
380 Enfield St. * Enfield, CT 06082 * (203) 745-2433 * TELEX: 64-3167
FAX: (203) 741-6064
"The company behind the symbol."
<PAGE>
Control Module, Inc. [CMI LOGO]
Enfield, CT 06082
(203) 745-2433 FAX (203) 741-6064 Telex 643167
----------
QUOTATION
----------
Q-4779-003
- --------------------------------------------------------------------------------
RFQ: Due Date
Customer: TECHNOLOGY SERVICE GROUP, INC. Code: 0885 VERBAL 11/07/94
- --------------------------------------------------------------------------------
Division: Code: 001 Attn: Code: 101 Authorization: Date
SUITE 200 BART BARTUSEK K.L. Tibert 11/7/94
20 MANSELL COURT EAST ROSWELL GA 30076
ROSWELL GA 30076
---------------------------------
Salesperson Area
JIMMY BIANCO
----------------------------------------------------------
Copy To: Code: 2_ _ Issue Date: Expires:
11/07/94 SEE ADD'L TERMS
----------------------------------------------------------
FOB: Terms:
Dest. Frt Pp&Add SEE ADD'L TERMS
- --------------------------------------------------------------------------------
Brief:
This quotation supercedes quotation 4779-002 dated 10/11/94 and is in
response to a request for CMI intelligent Electronic Lock assemblies, Key
Controllers, and Refresher modules for your Southwestern Bell contract. This
quotation offers an optional Electronic Secur Lock without connectors attached
to the termination point of the chassis interface cable. Pricing is based on a
single purchase order, with scheduled releases over a two year period.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Item Product Description Product Code ID Unit $ Qty ** Discount $ Total$ Delivery Warranty
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1.0.0.0 ELECTRONIC SECUR LOCK/WE30C/1-WIRE/Comm. 7120-004 * * * 3408000.00 24 MONTHS 0825-002
Optional Lock:
2.0.0.0 ELECTRONIC SECUR LOCK/WE30C/1-WIRE 7120-002 * * * 3360000.00 24 MONTHS 0825-002
3.0.0.0 ELECTRONIC KEY/controller 7126-001 * * * 32000.00 24 MONTHS 0825-002
4.0.0.0 BATTERY CHARGER/REFRESHER 8510-001 * * * 18000.00 24 MONTHS 0825-002
*Confidential Portion Omitted and Filed Separately with Commission.
- ------------------------------------------------------------------------------------------------------------------------------------
Please forward purchase order to: For technical information, contact: LEGEND: Delivery contingent
Control Module, Inc. CMI Technical Support Dept. *=Price included in top assembly upon receipt of
ATTN: Order Entry Phone: (203) 745-2433 **=Items supplied with top assembly order by __/__/__
380 Enfield Street ID=FIP field identifier
Enfield, CT 06082
-------------------
Sheet 1 of 2 Rev:__
-------------------
Q-4779-003
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Control Module, Inc. [CMI LOGO]
Enfield, CT 06082
(203) 745-2433 FAX (203) 741-6064 Telex 643167
----------
QUOTATION
----------
Q-4779-003
- --------------------------------------------------------------------------------
Customer: TECHNOLOGY SERVICE GROUP, INC. Code: 0885
ADDITIONAL TERMS AND CONDITIONS
- --------------------------------------------------------------------------------
Terms and Conditions of Sale, including Terms of Payment, are in accordance with
the provisions of the Dealer Agreement by and between by Technology Service
Group, Inc. and Control Module, Inc.
-------------------
Sheet 1 of 2 Rev:__
-------------------
Q-4779-003
- --------------------------------------------------------------------------------
<PAGE>
TECHNOLOGY SERVICE GROUP, INC. PURCHASE ORDER NO. 62450
TO: CONTROL MODULE, INC. DATE: 11-3-94
380 ENFIELD STREET
ENFIELD, CT. 06082
CHANGE ORDER
- --------------------------------------------------------------------------------
ITEM QUANTITY PART NO. DESCRIPTION PRICE
- --------------------------------------------------------------------------------
1 6600 7120-002 ELECTRONIC LOCK *
DELIVERY
200 11-8-94
500 12-2-94
2000 12-9-94
2500 12-16-94
1400 12-21-94
2 30 EKC1--001 KEY *
BCR1-001 REFRESHER
30 11-8-94
ISSUED TO SHOW DATES MATERIAL IS
REQUIRED AT TSG
- --------------------------------------------------------------------------------
*Confidential Portion Omitted and Filed Separately with Commission.
By /s/ Wayne Gentilella
--------------------------------
Purchasing Manager/Branch Manager
<PAGE>
TeleService PURCHASE ORDER
INTERNATIONAL TELESERVICE CORPORATION No. 62533
PLEASE DIRECT ALL REQUESTS FOR INFORMATION ABOVE ORDER NUMBER MUST APPEAR
TO BRANCH LISTED BELOW ON ALL INVOICES, SHIPPING MEMOS
B'S/L AND PACKAGES
|_| |X| |_| |_|
1335 Gateway Drive 315 Byrd Street 2400 Irvin Cobb Drive 2025 Forest Lane
#2020 Orange, VA 22960 Paducah, KY 42003-0129 Garland, TX 75042
Melbourne, FL 32901 703-672-5017 502-443-9071 214-276-0118
407-768-1551
|_| OTHER
TO: DATE
CONTROL MODULE INC. 11-4-94
380 ENFIELD ST.
ENFIELD CT 06082
|_| CONFIRMING TO: K. Tibert DATE: PHONE #
- --------------------------------------------------------------------------------
ACCT. NO. VENDOR CODE REQUISITIONED BY SEND VIA F.O.B. FOR RESALE
1200-01500 Gentilella UPS CT YES |X| NO |_|
- --------------------------------------------------------------------------------
CFA NO. REFER INQUIRIES TO REQUISITION NO. VENDOR VENDOR DELIVERY
TERMS DELIVERY PROMISE REQUIRED
Gentilella See Below
- --------------------------------------------------------------------------------
ITEM QUANTITY PART NO. DESCRIPTION UNIT PRICE TOTAL
- --------------------------------------------------------------------------------
* ELECTRONIC LOCK 7120-004 * 182000
Delivery at TSG
1733 1-9-95
1733 1-16-95
1734 1-23-95
* EKC1-001 Key * 16000
* BCR1-001 Refresher * 9000
200 1-9-95
* Confidential Portion Omitted and Filed Separately with Commission.
- --------------------------------------------------------------------------------
|_| CERTIFICATION |_| CERTIFICATION |_| BLANKET RESALE NUMBER
REQUIRED NOT CERTIFICATION
(SEE BELOW) REQUIRED APPLICABLE
FURNISH CERTIFICATION THAT MATERIAL IS TO REFERENCE DRAWING AND SPECIFICATIONS
AND ACCEPTED BY YOUR INSPECTION DEPARTMENT.
MATERIAL SENT WITHOUT PROPER CERTIFICATION WHEN REQUESTED WILL BE RETURNED TO
VENDOR.
- --------------------------------------------------------------------------------
THIS ORDER EXPRESSLY LIMITS ACCEPTANCE TO THE TERMS STATED ON THIS AND THE OTHER
SIDE HEREOF, WHICH TERMS MAY NOT BE ADDED TO, DELETED OR MODIFIED WITHOUT
BUYER'S WRITTEN CONSENT.
- --------------------------------------------------------------------------------
IF CERTIFICATION AND/OR CERTIFICATE OF COMPLIANCE ARE REQUIRED, THEY MUST BE
ATTACHED TO EACH PACKING SLIP.
EACH SHIPMENT MUST CARRY AUTHORIZED SIGNATURE.
MAIL INVOICE IN DUPLICATE, INCLUDING PREPAID FREIGHT BILL, IF ANY, FOR EACH
SHIPMENT AT TIME OF SHIPPING.
SHOW OUR PURCHASE ORDER AND PIECE PART NUMBER ON BILLS OF LADING, PACKAGES,
INVOICES AND FREIGHT BILLS.
SHOW OUR PIECE PART NUMBER ON INDIVIDUAL ITEMS OR PACKAGES.
BY /S/ Wayne Gentilella
<PAGE>
TECHNOLOGY SERVICE GROUP, INC. PURCHASE ORDER
No. 62678
PLEASE DIRECT ALL REQUESTS FOR INFORMATION ABOVE ORDER NUMBER MUST APPEAR
TO BRANCH LISTED BELOW ON ALL INVOICES, SHIPPING MEMOS
B'S/L AND PACKAGES
|_| |_| |X| |_|
Corporate
818 S. Broad St. 2400 Irvin Cobb Dr. 315 Byrd Street 2054 Forest Lane
Laradale, PA 19446 Paducah, KY 42003 Orange, VA 22960 Garland, TX 75042
215/381-1500 502/443-9025 703/672-5017 214-276-0680
|_| |_| Other
20 Mansell Court East
Suite 200
Roswell, GA 30076
404/587-0208
TO: DATE 1-17-95
Control Module Inc.
380 Enfield St.
Enfield, CT 06082
|_| CONFIRMING TO: K. Tibert DATE: PHONE #
- --------------------------------------------------------------------------------
ACCT. NO. VENDOR CODE REQUISITIONED BY SEND VIA F.O.B. FOR RESALE
1200-01500 00175 Gentilella UPS CT YES |X| NO |_|
- --------------------------------------------------------------------------------
CFA NO. REFER INQUIRIES TO REQUISITION NO. VENDOR VENDOR DELIVERY
TERMS DELIVERY PROMISE REQUIRED
Gentilella N/30
- --------------------------------------------------------------------------------
ITEM QUANTITY PART NO. DESCRIPTION UNIT PRICE TOTAL
- --------------------------------------------------------------------------------
1. * 7120-004 Electronic Locks * 2918100.00
This order is for approx 1 year, releases
will be approx 5000 per month starting in
Feb. 1995. TSG will issue releases 60 days
before shipment in CMI
* Confidential Portion Omitted and Filed Separately with Commission.
- --------------------------------------------------------------------------------
|_| CERTIFICATION |_| CERTIFICATION |_| BLANKET RESALE NUMBER
REQUIRED NOT CERTIFICATION
(SEE BELOW) REQUIRED APPLICABLE
FURNISH CERTIFICATION THAT MATERIAL IS TO REFERENCE DRAWING AND SPECIFICATIONS
AND ACCEPTED BY YOUR INSPECTION DEPARTMENT.
MATERIAL SENT WITHOUT PROPER CERTIFICATION WHEN REQUESTED WILL BE RETURNED TO
VENDOR.
- --------------------------------------------------------------------------------
THIS ORDER EXPRESSLY LIMITS ACCEPTANCE TO THE TERMS STATED ON THIS AND THE OTHER
SIDE HEREOF, WHICH TERMS MAY NOT BE ADDED TO, DELETED OR MODIFIED WITHOUT
BUYER'S WRITTEN CONSENT.
- --------------------------------------------------------------------------------
IF CERTIFICATION AND/OR CERTIFICATE OF COMPLIANCE ARE REQUIRED, THEY MUST BE
ATTACHED TO EACH PACKING SLIP.
EACH SHIPMENT MUST CARRY AUTHORIZED SIGNATURE.
MAIL INVOICE IN DUPLICATE, INCLUDING PREPAID FREIGHT BILL, IF ANY, FOR EACH
SHIPMENT AT TIME OF SHIPPING.
SHOW OUR PURCHASE ORDER AND PIECE PART NUMBER ON BILLS OF LADING, PACKAGES,
INVOICES AND FREIGHT BILLS.
SHOW OUR PIECE PART NUMBER ON INDIVIDUAL ITEMS OR PACKAGES.
TSG
[LOGO]
BY /S/ Wayne Gentilella
--------------------------------
PURCHASING AGENT/BRANCH MANAGER
<PAGE>
EXHIBIT D
Product Specification
Final Product Specifications to be substantially as attached hereto subject to
certain modifications to be mutually agreed upon by the parties and addended to
this Agreement at a later date.
7120-002 REV. B 11/4/94 Electronic Secur Lock/WE30C/1-wire
7120-004 11/4/94 Electronic Secur Lock/WE30C/1-wire/Conn
EKC1-001 (7126-001) 8/4/94 Electronic Key/Controller
BCR1-001 (8510-001) 8/5/94 Battery Charger/Refresher
<PAGE>
*
*Confidential Portion Omitted and Filed Separately with Commission.
<PAGE>
*
*Confidential Portion Omitted and Filed Separately with Commission.
<PAGE>
*
*Confidential Portion Omitted and Filed Separately with Commission.
<PAGE>
*
*Confidential Portion Omitted and Filed Separately with Commission.
<PAGE>
*
*Confidential Portion Omitted and Filed Separately with Commission.
<PAGE>
*
*Confidential Portion Omitted and Filed Separately with Commission.
<PAGE>
EXHIBIT E
BELLCORE AND RELATED INDUSTRY
REFERENCE DOCUMENTS
FCC Part 15
FCC Part 68
UL 14 59
Bellcore TR NWT 456
Bellcore TR NWT 357
Bellcore TR NWT 332
Bellcore TR NWT 78
Bellcore TR NWT 1037
Bellcore TR NWT 1359
Bellcore TR NWT 1252
IPC A 610 A
IPC D 275
IPC D 300 G
IPC T 50 E
IPC PC DR 572
IPC R 700 C
<PAGE>
EXHIBIT F
ACCEPTANCE TEST PROCEDURES
(With Testing Device Specifications)
(To be completed, initialed by both
parties and attached to this Agreement.)
<PAGE>
*
*Confidential Portion Omitted and Filed Separately with Commission.
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT AND REPORT ON SCHEDULE
To the Stockholders of
Technology Service Group, Inc.:
We consent to the use in this Amendment No. 4 to a Registration Statement
of Technology Service Group, Inc. on Form S-1 of our report dated July 30, 1995,
appearing in the Prospectus, which is part of this Registration Statement, and
to the reference to us under the heading "Experts" in such Prospectus.
Our audits of the consolidated financial statements referred to in our
aforementioned report also included the consolidated financial statement
schedule of Technology Service Group, Inc. for the seven months ended October
30, 1994 and the five months ended March 31, 1995, listed in Item 16. This
consolidated financial statement schedule is the responsibility of the Company's
management. Our responsibility is to express an opinion based on our audits. In
our opinion, such consolidated financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.
DELOITTE & TOUCHE LLP
Atlanta, Georgia
May 8, 1996
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 of our report dated October 4, 1994 relating
to the consolidated financial statements of Technology Service Group, Inc.,
which appears in such prospectus. We also consent to the application of such
report to the Financial Statement Schedule for the years ended April 1, 1994 and
April 2, 1993 listed under item 16(b) of this Registration Statement 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. We
also consent to the reference to us under the heading "Experts" in such
Prospectus.
PRICE WATERHOUSE LLP
Philadelphia, PA
May 8, 1996
