<PAGE>
As filed with the Securities and Exchange Commission on January 24, 1997
Registration No. 333-04349
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------------
TELESPECTRUM WORLDWIDE INC.
(Exact name of registrant as specified in its charter)
Delaware 23-2845501
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
443 South Gulph Road
King of Prussia, PA 19406
(Address of principal executive offices) (Zip Code)
TELESPECTRUM WORLDWIDE INC.
1996 EQUITY COMPENSATION PLAN
(Full title of the plan)
MR. RICHARD C. SCHWENK, JR.
Senior Vice President and Chief Financial Officer
TeleSpectrum Worldwide Inc.
443 South Gulph Road
King of Prussia, PA 19406
(Name and address of agent for service)
(610) 878-7400
(Telephone number, including area code, of agent for service)
-----------------------
Copy of all communications to:
STEPHEN M. GOODMAN, ESQ.
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, PA 19103
(215) 963-5086
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================
Proposed
maximum Proposed
offering maximum
Amount to price aggregate Amount of
Title of securities be per offering registration
to be registered registered share (1) price (1) fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 2,300,000 ($17.325) $39,847,500 ($13,282)
without par value shares
================================================================================
</TABLE>
(1) Estimated pursuant to paragraph (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 on January 20, 1997
as reported on the Nasdaq National Market.
<PAGE>
This Registration Statement on Form S-8 (the "Registration
Statement") filed by TeleSpectrum Worldwide Inc. (the "Registrant") relates
to 2,300,000 shares (the "Shares") of the Registrant's Common Stock, par
value $.01 per share, (the "Common Stock") and issuable pursuant to the
TeleSpectrum Worldwide Inc. 1996 Equity Compensation Plan (the "Plan").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents, as filed by the Registrant with the
Securities and Exchange Commission (the "Commission"), are incorporated by
reference in this Registration Statement:
(a) The Registrant's Current Report on Form 8-K/A, filed by the
Registrant with the Commission on January 13, 1997;
(b) The Registrant's Quarterly Report on Form 10-Q for the
period ended September 30, 1996, filed by the Registrant with the
Commission on November 14, 1996;
(c) The final prospectus filed on August 8, 1996 (the
"Prospectus") pursuant to Rule 424(b) under the Securities Act of 1933,
as amended;
(d) The Registrant's 1996 Equity Compensation Plan, attached as
Exhibit 10.18 of the Registration Statement on Form S-1, filed on August 7,
1996; and
(e) The description of the Common Stock of the Registrant set
forth on the Registration Statement on Form 8-A, filed by the
Registrant with the Commission on July 30, 1996 to register the Common
Stock under the Securities Exchange Act of 1934.
All documents filed by the Registrant pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement 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 in this Registration
Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to
the extent that a statement contained herein (or in any other subsequently
filed document which also is incorporated by reference herein) modifies or
supersedes such statement. Any statement so modified or superseded shall
not be deemed to constitute a part hereof except as so modified or
superseded.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
The financial statements of the Registrant as of June 30, 1996
and for the period from inception (April 26, 1996) to June 30, 1996
included in the Prospectus have been audited by Arthur Andersen LLP,
independent public accounts, as indicated in their report with respect
thereto, and are incorporated by reference herein in reliance upon the
authority of said firm as experts in giving said report.
The financial statements of SOMAR, Inc., Harris Direct Marketing,
Inc. and Harris Fulfillment, Inc., and The Reich Group Companies as of
December 31, 1994 and 1995 and for each of the three years in the period
ended December 31, 1995 included in the Prospectus have been audited by
Arthur Andersen
1
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LLP, independent public accounts, as indicated in their reports with
respect thereto, and are incorporated by reference herein in reliance upon
the authority of said firm as experts in giving said report.
The financial statements of NBG Services, Inc., as of December
30, 1994 and December 29, 1995 and for each of the three fiscal years in
the period ended December 29, 1995 included in the Prospectus have been
audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm as experts in
giving said report.
The financial statements of The Response Center, Inc. and The Tab
House, Inc., as of September 30, 1994 and 1995 and for each of the two
years in the period ended September 30, 1995 included in the Prospectus
have been audited by Arthur Andersen LLP, independent public accounts, as
indicated in their report with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm as experts in
giving said report.
The financial statements of TeleSpectrum, Inc. and TeleSpectrum
Training Services, Inc., as of and for the year ended December 31, 1995
included in the Prospectus have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect
thereto, and are incorporated by reference herein in reliance upon the
authority of said firm as experts in giving said report.
The financial statements of TARP, Inc. and Affiliates as of
December 31, 1994 and 1995 and for each of the three years in the period
ended December 31, 1995 included in the Registration Statement on Form
8-K/A have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said
firm as experts in giving said report.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Section 145 of the General Corporation Law of the State of
Delaware (the "DGCL") grants to a corporation the power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding by reason of
the fact that he is or was a director, officer, employee or agent of the
Company.
As permitted by the DGCL, the Company's Restated Certificate of
Incorporation provides that directors of the Company shall not be
personally liable to the Company or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for
any breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section
174 of the DGCL, relating to prohibited dividends or distributions or the
repurchase or redemption of stock, or (iv) for any transaction from which
the director derives an improper personal benefit.
While these provisions provide directors with protection from
awards for monetary damages for breaches of their duty of care, they do not
eliminate such duty. Accordingly, these provisions will have no effect on
the availability of equitable remedies such as an injunction or rescission
based on a director's breach of his or her duty of care. The provisions
described above apply to an officer of a corporation only if he or she is a
director of such corporation and is acting in his or her capacity as
director, and do not apply to officers of the corporation who are not
directors.
The Company's By-laws contained provisions for indemnification of
directors, officers and employees which are substantially the same as
Section 145 of the DGCL and also permit the Company to purchase insurance
on behalf of any such person against any liability asserted against such
person and incurred by such person in any such capacity, or arising out of
such person's status as such, whether or not the Company would have the
power to indemnify such person against such liability under the foregoing
provision of the Company's By-laws. The Company has purchased directors
and officers insurance.
2
<PAGE>
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
The exhibits filed as part of this Registration Statement are
as follows:
Exhibit
Number Exhibit
------ -------
5.1 Opinion of Morgan, Lewis & Bockius LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Arthur Andersen LLP
23.4 Consent of Morgan, Lewis & Bockius LLP (included in
Exhibit 5.1)
Item 9. Undertakings.
------------
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 subparagraphs (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 subparagraphs is contained
in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered that remain
unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for the
purpose 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 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 this
3
<PAGE>
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 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.
[signatures on next page]
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in King of Prussia, Pennsylvania, on the 23nd
day of January, 1997.
TELESPECTRUM WORLDWIDE INC.
By: /s/ J. Brian O'Neill
-----------------------------------------
J. BRIAN O'NEILL
Chairman of the Board, Chief Executive
Officer (Principal Executive Officer)
and Director
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
directors and officers of the Registrant hereby constitutes and appoints
Michael C. Boyd and Richard C. Schwenk, Jr., and either of them standing
alone, his true and lawful attorney-in-fact and agent, for him and in his
name, place and stead, in any and all capacities, to sign one or more
amendments to this Registration Statement on Form S-8 under the Securities
Act of 1933, including post-effective amendments and other related
documents, and to file the same with the Securities and Exchange Commission
under said Act, hereby granting power and authority to do and perform any
and all acts and things requisite and necessary to be done in and about the
premises, as fully as 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 may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ J. Brian O'Neill Chairman of the Board, January 23, 1997
- --------------------------- Chief Executive Officer
J. Brian O'Neill (Principal Executive Officer)
and Director
/s/ Richard C. Schwenk, Jr. Senior Vice President and January 23, 1997
- --------------------------- Chief Financial Officer
Richard C. Schwenk, Jr. (Principal Financial and
Accounting Officer)
/s/ Michael C. Boyd Director January 23, 1997
- ---------------------------
Michael C. Boyd
/s/ William F. Rhatigan President of TeleMarketing Group January 23, 1997
- --------------------------- and Director
William F. Rhatigan
</TABLE>
5
<PAGE>
/s/ Richard W. Virtue Director January 23, 1997
- ---------------------------
Richard W. Virtue
/s/ Kevin E. Walsh Director January 23, 1997
- ---------------------------
Kevin E. Walsh
6
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Exhibit Page
------ ------- ----
5.1 Opinion of Morgan, Lewis & Bockius LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Arthur Andersen LLP
23.4 Consent of Morgan, Lewis & Bockius LLP (included in
Exhibit 5.1)
7
<PAGE>
Exhibit 5.1
-----------
OPINION AND CONSENT OF COUNSEL
January 24, 1997
TeleSpectrum Worldwide Inc.
443 South Gulph Road
King of Prussia, PA 19406
Re: TeleSpectrum Worldwide Inc. Registration Statement on Form S-8
---------------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to TeleSpectrum Worldwide Inc., a Delaware corporation
(the "Company"), in connection with the preparation of a registration statement
on Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "Act"),
relating to 2,300,000 shares of the Company's common stock, $.01 par value (the
"Shares"), issuable under the Company's Equity Compensation Plan (the "Plan").
We have examined copies of the Plan, the Company's certificate of incorporation
and restated certificate of incorporation (the "Certificate"), and such
certificates, records, statutes and other documents as we have deemed relevant
in rendering this opinion. As to matters of fact, we have relied on
representations of officers of the Company. In our examination we have assumed
the genuineness of documents submitted to us as originals and the conformity
with the original of all documents submitted to us as copies thereof.
Based on the foregoing, it is our opinion that the Shares when issued in
accordance with the terms of the Plan and pursuant to the Certificate, will be
validly issued, fully paid and nonassessable shares of common stock of the
Company.
The opinion set forth above is limited to the General Corporation Law of the
State of Delaware.
<PAGE>
TeleSpectrum Worldwide Inc.
Page 2
We hereby consent to the use of this opinion as Exhibit 5 to the Registration
Statement. In giving such opinion, we do not thereby admit that we are acting
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
<PAGE>
Exhibit 23.1
------------
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference of our report on TeleSpectrum Worldwide Inc. dated July 15,
1996; NBG Services, Inc. dated May 8, 1996; Harris Direct Marketing, Inc.
and Harris Fulfillment, Inc. dated April 19, 1996; The Reich Group
Companies dated April 24, 1996; The Response Center, Inc. and The Tab
House, Inc. dated April 26, 1996; and TeleSpectrum, Inc. and TeleSpectrum
Training Services, Inc. dated April 17, 1996 included in the TeleSpectrum
Worldwide Inc. final prospectus filed on August 8, 1996 and to all
references to our Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Philadelphia, Pennsylvania
January 22, 1997
<PAGE>
Exhibit 23.2
------------
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference of our report on TARP, Inc. and Affiliates dated December 13,
1996 included in the TeleSpectrum Worldwide Inc. Registration Statement on
Form 8-K/A filed on January 13, 1997 and to all references to our Firm
included in this Registration Statement.
ARTHUR ANDERSEN LLP
Philadelphia, Pennsylvania
January 22, 1997
<PAGE>
Exhibit 23.3
------------
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference of our report on SOMAR, Inc. dated April 29, 1996 included in
the TeleSpectrum Worldwide Inc. final prospectus filed on August 8, 1996
and to all references to our Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Charlotte, North Carolina
January 22, 1997
