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As filed with the Securities and Exchange Commission on August 1, 1997
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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ICT GROUP, INC.
(Exact name of issuer as specified in its charter)
Pennsylvania 23-2458937
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
800 Town Center Drive
Langhorne, PA 19047
(215) 757-0200
(Address of principal executive offices)
1987 STOCK OPTION PLAN
(Full title of the plan)
JOHN J. BRENNAN
ICT Group, Inc.
800 Town Center Drive
Langhorne, PA 19047
(Name and address of agent for service)
(215) 757-0200
(Telephone number, including area code, of agent for service)
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Copy to:
JAMES W. McKENZIE, JR.
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, PA 19103-6993
(215) 963-4852
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
Title of securities Number of Proposed maximum Proposed maximum
to be shares to be offering price aggregate Amount of
registered registered (1) per share (2) offering price (2) registration fee (3)
===================================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, par value 111,150 $4.6875 $521,015.62 $158.00
$.01 per share
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</TABLE>
(1) This registration statement covers shares of Common Stock of ICT Group,
Inc. which may be offered or sold pursuant to the 1987 Stock Option
Plan. Pursuant to Rule 457(h)(2), no separate registration fee is
required with respect to the interests in the plan. This registration
statement also relates to an indeterminate number of shares of Common
Stock that may be issued upon stock splits, stock dividends or similar
transactions in accordance with Rule 416.
(2) Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
purpose of calculating the registration fee, based upon the average of
the reported high and low sales prices for a share of Common Stock of
ICT Group, Inc. on July 29, 1997, as reported on the National Market
of the Nasdaq Stock Market.
(3) Calculated pursuant to Section 6(b) as follows: proposed maximum
aggregate offering price divided by 3,300.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, as filed by ICT Group, Inc. (the "Company")
with the Securities and Exchange Commission, are incorporated by reference in
this Registration Statement and made a part hereof:
(a) The Company's annual report for the fiscal year ended December 31,
1996 (Form 10-K), Commission File No. 0-20807, filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act").
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual
report referred to in (a) above.
(c) The description of the Common Stock of the Company contained in the
Registration Statement dated April 26, 1996 (Form S-1), Registration
No. 333-4150, Item 9 entitled "DESCRIPTION OF CAPITAL STOCK," filed
under the Securities Act of 1933, including any amendment or report
filed for the purpose of updating such description.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be part
hereof from the date of filing of such documents. Any statement contained in any
document, all or a portion of which is incorporated by reference herein, shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained or incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company's Articles of Incorporation provide that pursuant to and to
the extent permitted by Pennsylvania law, the Company's directors shall not be
personally liable for monetary damages for breach of any duty owed to the
Company and its shareholders. This provision does not eliminate the duty of
care, and, in appropriate circumstances, equitable remedies such as an
injunction or other forms of non-monetary relief would remain available under
Pennsylvania law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Company, for acts
or omissions not in good faith or involving knowing violations of law, or for
actions resulting in improper personal benefit to the director, the provision
also does not affect a director's responsibilities under any other law, such as
federal securities laws or state or federal environmental laws. The Company's
Bylaws provide that the Company shall indemnify its officers and directors to
the fullest extent permitted by Pennsylvania law, including some instances in
which indemnification is otherwise discretionary under Pennsylvania law.
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In general, any officer or director of the Company shall be indemnified
by the Company against expenses including attorneys' fees, judgments, fines and
settlements actually and reasonably incurred by that person in connection with a
legal proceeding as a result of such relationship, whether or not the
indemnified liability arises from an action by or in the right of the Company,
if the officer or director acted in good faith, and in the manner believed to be
in or not opposed to the Company's best interest, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe the conduct
was unlawful. Such indemnity is limited to the extent that (i) such person is
not otherwise indemnified and (ii) such indemnifications not prohibited by
Pennsylvania law or any other applicable law.
Any indemnification under the previous paragraph (unless ordered by a
court) shall be made by the Company only as authorized in the specific case upon
the determination that indemnification of the director or officer is proper in
the circumstances because that person has met the applicable standard of conduct
set forth above. Such determination shall be made (i) by the Board of Directors
by a majority vote of a quorum of disinterested directors who are not parties to
such action or (ii) if such quorum is not obtainable or, even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion. To the extent that a director or officer of the Company shall
be successful in prosecuting an indemnity claim, the reasonable expenses of any
such person and the fees and expenses of any special legal counsel engaged to
determine the possibility of indemnification shall be borne by the Company.
Expenses incurred by a director or officer of the Company in defending
a civil or criminal action, suit or proceeding shall be paid by the Company in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that person is not entitled to be
indemnified by the Company as authorized by the Bylaws.
The indemnification and advancement of expenses provided by, or granted
pursuant to Article VII of the Bylaws is not deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled, both as to action in that person's official capacity and as to action
in another capacity while holding such office.
The Board of Directors has the power to authorize the Company to
purchase and maintain insurance on behalf of the Company and others to the
extent that power to do so has not been prohibited by the Pennsylvania law,
create any fund to secure any of its indemnification obligations and give other
indemnification to the extent permitted by law. The obligations of the Company
to indemnify a director or officer under Article VII of the Bylaws is a contract
between the Company and such director or officer and no modification or repeal
of the Bylaws shall detrimentally affect such officer or director with regard to
that person's acts or omissions prior to such amendment or repeal.
The Company has also purchased insurance for its directors and officers
for certain losses arising from claims or charges made against them in their
capacities as directors and officers of the Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following is a list of exhibits filed as part of this Registration
Statement.
II-2
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Exhibit
Number Exhibit
- ------ -------
5.1 Opinion of Morgan, Lewis & Bockius LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Morgan, Lewis & Bockius LLP (included within Exhibit 5.1).
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; and
(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 information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Company pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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.
II-3
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant 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 Langhorne, Commonwealth of Pennsylvania on July 30,
1997.
ICT GROUP, INC.
By: /s/Carl E. Smith
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Carl E. Smith
Senior Vice President, Finance and Administration,
Chief Financial Officer and Secretary
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Carl E. Smith and John J. Brennan and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents 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, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/John J. Brennan Chairman of the Board, President, July 30, 1997
- ----------------------- Chief Executive Officer and
John J. Brennan Director
/s/Donald P. Brennan Vice Chairman and Director July 30, 1997
- -----------------------
Donald P. Brennan
/s/Bernard Somers Director July 30, 1997
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Bernard Somers
/s/John Stoops Director July 30, 1997
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John Stoops
/s/Carl E. Smith Senior Vice President, Finance July 30, 1997
- ----------------------- and Administration, Chief
Carl E. Smith Financial Officer and Secretary
</TABLE>
S-1
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ICT GROUP, INC.
INDEX TO EXHIBITS
Exhibit Number Document
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5.1 Opinion of Morgan, Lewis & Bockius LLP.
23.1 Consent of Arthur Andersen LLP.
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EXHIBIT 5.1
July 30, 1997
ICT Group, Inc.
800 Town Center Drive
Langhorne, PA 19047
Re: ICT Group, Inc. Form S-8 Registration Statement
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Ladies and Gentlemen:
We have acted as counsel to ICT Group, Inc., a Pennsylvania corporation (the
"Company"), in connection with the registration of up to 111,150 shares (the
"Shares") of its Common Stock, $.01 par value per share (the "Common Stock"), on
a registration statement on Form S-8 (the "Registration Statement") filed
pursuant to the Securities Act of 1933, as amended (the "Act"). The Shares will
be issued pursuant to the Company's 1987 Stock Option Plan (the "Plan").
We have examined the Registration Statement and such corporate records,
documents, statutes and decisions as we have deemed relevant in rendering this
opinion.
Based on the foregoing, it is our opinion that the Shares will be, when issued
in accordance with the terms of the Plan, validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act or the rules or regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/Morgan, Lewis & Bockius LLP
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 Registration Statement of our report dated February
14, 1997, included in ICT Group, Inc.'s Form 10-K for the year ended December
31, 1996, and to all references to our Firm included in this Registration
Statement.
/s/ Arthur Andersen LLP
Philadelphia, Pa.,
July 30, 1997
