<PAGE>
As filed with the Securities and Exchange Commission on May 13, 1998
Registration No. 333-
================================================================================
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
incorporation or organization) Identification No.)
443 South Gulph Road
King of Prussia, PA 19406
(Address of principal executive offices) (Zip Code)
TELESPECTRUM WORLDWIDE INC.
EMPLOYMENT AND COMPENSATION ARRANGEMENTS
PURSUANT TO PRIVATE STOCK OPTION AGREEMENTS
(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>
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price aggregate registration fee
per share (2) offering price (1)
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 1,500,000 shares $3.29 $4,935,000 $1,455.83
par value
================================================================================================
</TABLE>
(1) This registration statement covers shares of Common Stock of TeleSpectrum
Worldwide Inc., which may be offered or sold pursuant to the Private Stock
Option Agreements described above (the "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) Calculated pursuant to paragraph (h) of Rule 457, based upon the price of
which options may be exercised.
================================================================================
<PAGE>
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 Definitive Proxy Statement for the Registrant's
Annual Meeting of Stockholders;
(b) The Registrant's Annual Report on Form 10-K for the fiscal year
ending December 31, 1997;
(c) The Registrant's Current Report on Form 8-K filed on March 24,
1998;
(d) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1997;
(e) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997;
(f) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997;
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 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.
1
<PAGE>
The Company's By-laws contain 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.
ITEM 8. EXHIBITS.
--------
The following is a list of exhibits filed as part of this
Registration Statement.
Exhibit
Number Exhibit
- ------ -------
4.1 Grant Letter dated as of March 18, 1998 between Keith E. Alessi
and TeleSpectrum Worldwide Inc.
4.2 Grant Letter dated as of March 18, 1998 between Keith E. Alessi
and TeleSpectrum Worldwide Inc.
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).
24.1 Powers of Attorney (included as part of the signature page of
this Registration Statement).
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.
2
<PAGE>
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 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]
3
<PAGE>
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 King of Prussia, Pennsylvania on May 13, 1998.
TELESPECTRUM WORLDWIDE INC.
By: /s/ Keith E. Alessi
---------------------------------------------------
Keith E. Alessi
Chairman of the Board,
Chief Executive Officer (Principal Executive Officer)
and President
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
directors and officers of the Registrant hereby constitutes and appoints Richard
C. Schwenk, Jr. 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/ Keith E. Alessi Chairman of the Board, Chief May 13, 1998
- ---------------------------------------------- Executive Officer (Principal Executive
Keith E. Alessi Officer) and President
/s/ Richard C. Schwenk, Jr. Senior Vice President and May 13, 1998
- ---------------------------------------------- Chief Financial Officer (Principal
Richard C. Schwenk, Jr. Financial and Accounting Officer)
/s/ J. Brian O'Neill Director May 13, 1998
- ----------------------------------------------
J. Brian O'Neill
/s/ William F. Rhatigan Director May 13, 1998
- ----------------------------------------------
William F. Rhatigan
/s/ Richard W. Virtue Director May 13, 1998
- ----------------------------------------------
Richard W. Virtue
/s/ Kevin E. Walsh Director May 13, 1998
- ----------------------------------------------
Kevin E. Walsh
Joseph V. DelRaso Director May 13, 1998
- ----------------------------------------------
Joseph V. DelRaso
</TABLE>
S-1
<PAGE>
EXHIBIT 4.1
TELESPECTRUM WORLDWIDE INC. -- STOCK OPTION
Date of Grant: March 18, 1998
TeleSpectrum Worldwide Inc. (the "Company") hereby grants an option
to Keith E. Alessi (the "Grantee"), as a condition precedent to the acceptance
of employment by Grantee with the Company, in accordance with the terms set
forth herein. While certain terms are incorporated by reference from the
Company's 1996 Equity Compensation Plan ("Plan"), this Option has not been
granted under the Plan and shall not for any purpose be deemed to be granted
under the Plan.
1. Option Grant and Acceptance The Company hereby grants to the
---------------------------
Grantee effective as of the date of grant first stated above (the "Date of
Grant,") the right and option (the "Option") to purchase 1,000,000 shares (the
"Shares") of common stock, par value $.01 per share (the "Common Stock"), of the
Company. The Grantee has indicated his acceptance of this Option by executing
this Grant Letter.
2. Option Price The purchase price of each Share covered by the
------------
Option shall be $3.29 (the "Option Price").
3. Option Expiration The Option, to the extent that it has not
-----------------
theretofore been exercised, shall automatically expire on the earliest to occur
of the following events:
(a) the close of business on the last business day preceding
the tenth (10th) anniversary of the Date of Grant;
(b) in the event of the Grantee's death while employed by
the Company or within 90 days of the Grantee's termination of employment
described in subsection (e) below, the Option to the extent then exercisable,
may be exercised thereafter, by the legal representative of the estate or by the
legatee of the Grantee under the will of the Grantee, for a period of one year
from the date of such death or, if earlier, the date specified in Section 3(a);
(c) in the event the Grantee ceases to be an Employee of the
Company on account of Disability (as defined in Section 4(a) of the Employment
Agreement dated as of March 18, 1998 between the Grantee and the Company (the
"Employment Agreement"), the Option may thereafter be exercised by the Grantee,
to the extent it was exercisable at the date the Grantee ceased to be an
Employee of the Company, for a period of one year from the date of such
termination of employment or, if earlier, the date specified in Section 3(a);
(d) in the event the Grantee ceases to be an Employee of the
Company on account of a termination for "cause" (as defined in Section 4(c) of
the Employment Agreement, the Option shall terminate on the date of such
termination of employment; or
(e) in the event the Grantee ceases to be an Employee of the
Company for any reason other than his death, Disability or termination for
"cause," the Option, to the extent then exercisable, may thereafter be exercised
by the Grantee within 90 days of the date on which the Grantee ceases to be an
Employee or, if earlier, the date specified in Section 3(a).
4. Exercisability of Option The Option shall be exercisable as
------------------------
follows:
(a) the Option may be exercised to purchase one-third (1/3)
of the Shares on and after the date of the first anniversary of the Date of
Grant, and an additional one-third of the Shares each anniversary thereafter if
the Grantee is still employed by the Company on such dates;
<PAGE>
(b) the right to purchase Shares under the Option as
provided in subsection (a) hereof may be exercised in a cumulative fashion; any
right to purchase Shares becoming exercisable on a given date shall remain
exercisable until the Option expires in accordance with the terms of Section 3;
and
(c) the Committee, in its sole discretion, may accelerate
the exercisability of all or a portion of the Option, at any time for any
reason.
5. Change of Control In the event of a "Change of Control," as
-----------------
defined in Section 14 of the Plan, the Option shall become exercisable and be
exercised in the manner set forth in Section 15 of the Plan.
6. Time and Method of Exercise Subject to the terms of Sections 4 and
---------------------------
5, the Option may be exercised, in whole or in part, at any time or from time to
time, prior to the time it expires in accordance with the terms of Section 3, by
written notice to the Committee in such form as the Committee shall prescribe.
Such notice shall be effective upon receipt by the Committee and shall be
accompanied by:
(a) cash, a check, or the equivalent thereof acceptable to
the Company, for the full Option Price of the number of Shares being purchased;
(b) if and only if permitted by the Committee, one or more
certificates representing a number of Shares which are, in the aggregate, equal
in Fair Market Value on the date of exercise to the full Option Price for the
Shares being purchased, such certificates being duly endorsed (or accompanied by
stock powers signed in blank) so as to transfer to the Company all right, title
and interest in and to the Shares represented by such certificates; or
(c) if and only if permitted by the Committee, a combination
of the forms of payment specified in Section 6(a) and 6(b) above which, in the
aggregate, is equal to the full Option Price for the number of Shares being
purchased.
7. Adjustments If there is any change in the number or kind of
-----------
shares of Common Stock outstanding by reason of a stock dividend, spinoff, a
recapitalization, stock split, or combination or exchange of shares, or merger,
reorganization or consolidation in which the Company is the surviving
corporation, reclassification or change in par value or by reason of any other
extraordinary or unusual events affecting the outstanding Common Stock as a
class without the Company's receipt of consideration, or if the value of
outstanding shares of Common Stock is substantially reduced due to the Company's
payment of an extraordinary dividend or distribution, the number of shares
covered by the Option and the Option Price shall be proportionately adjusted by
the Committee to reflect any increase or decrease in the number or kind or value
of issued shares of Common Stock to preclude the enlargement or dilution of
rights and benefits under such Grants; provided, however, that any fractional
shares resulting from such adjustment shall be eliminated. Notwithstanding the
foregoing, no adjustment shall be authorized or made pursuant to this Section to
the extent that such authority or adjustment would cause the Option to fail to
comply with section 422 of the Code.
8. Withholding If applicable, the Grantee or other person receiving
-----------
Shares upon an exercise of the Option, in whole or in part, shall be required to
pay to the Company the amount of any federal, state or local taxes or other
charges that the Company is required to withhold with respect to such exercise,
including an election to satisfy tax withholding by authorizing the Company to
withhold shares in the manner set forth in Section 10(b) of the Plan. The
Company shall have the right to take whatever action it deems necessary to
protect the interests of the Company in respect of such liabilities, including,
without limitation, deducting the withholding amount from grants paid in cash or
from other wages paid by the Company to the Grantee. The Company's obligation
to issue or transfer Shares upon exercise of the Option shall be conditioned
upon the Grantee's compliance with the requirements of this Section to the
satisfaction of the Committee.
9. Administration All questions of interpretation and application of
--------------
this Grant shall be determined by the Committee in its discretion, and such
determination shall be final and binding upon all persons.
-2-
<PAGE>
The validity, construction and effect of this Option shall be determined in
accordance with the laws of the Commonwealth of Pennsylvania, without giving
effect to the principles of conflicts of law thereof.
10. No Stockholder Rights Neither the Grantee nor any person entitled
---------------------
to exercise the Grantee's rights in the event of the Grantee's death shall have
any of the rights and privileges of a stockholder with respect to the Shares
subject to the Option, except to the extent that certificates for such Shares
shall have been issued or transferred on the stock transfer records of the
Company upon the exercise of the Option as provided herein.
11. Termination or Amendment This Option may be terminated or amended,
------------------------
in whole or in part, at any time (a) by the Committee, if the Committee
determines that such termination or amendment is necessary or advisable to bring
such Option into compliance with any federal or state securities law or other
applicable law or regulation (but in no event will any termination or amendment
adversely affect Grantee without his prior written consent), or (b) by written
agreement of the Company and the Grantee.
12. Notice Any notice to the Committee provided for in this Grant
------
Letter shall be addressed to it at TeleSpectrum Worldwide Inc., Chief Financial
Officer, and any notice to the Grantee shall be addressed to such Grantee at the
current address shown on the payroll of the Company, or to such other address
the Grantee may designate to the Company in writing. Any notice provided for
hereunder shall be delivered by hand, sent by telecopy or telex or enclosed in a
properly sealed envelope addressed as stated above, registered and deposited,
postage and registry being prepaid, in a post office or branch post office
regularly maintained by the United States Postal Service.
13. Grantee's Securities Law Representations If the Committee shall
----------------------------------------
deem it appropriate by reason of any securities law, it may require that the
Grantee upon exercise, in whole or in part of the Option, represent to the
Company and agree in writing to comply with any such restrictions on the
Grantee's subsequent disposition of such Shares as the Committee shall deem
necessary or advisable as a result of any applicable law, regulation or official
interpretation thereof. The Committee may require that the Share certificates
be inscribed with a legend restricting transfer in accordance with applicable
securities law requirements.
TELESPECTRUM WORLDWIDE INC.
Attest: ________________________ By:______________________________
Accepted By:
Witness: _______________________ _________________________________
Grantee
-3-
<PAGE>
EXHIBIT 4.2
TELESPECTRUM WORLDWIDE INC. -- STOCK OPTION
Date of Grant: March 18, 1998
TeleSpectrum Worldwide Inc. (the "Company") hereby grants an option to
Keith E. Alessi (the "Grantee"), as a condition precedent to the acceptance of
employment by Grantee with the Company, in accordance with the terms set forth
herein. While certain terms are incorporated by reference from the Company's
1996 Equity Compensation Plan ("Plan"), this Option has not been granted under
the Plan and shall not for any purpose be deemed to be granted under the Plan.
1. Option Grant and Acceptance The Company hereby grants to the Grantee
---------------------------
effective as of the date of grant first stated above (the "Date of Grant,") the
right and option (the "Option") to purchase 500,000 shares (the "Shares") of
common stock, par value $.01 per share (the "Common Stock"), of the Company.
The Grantee has indicated his acceptance of this Option by executing this Grant
Letter.
2. Option Price The purchase price of each Share covered by the Option
------------
shall be $3.29 (the "Option Price").
3. Option Expiration The Option, to the extent that it has not
-----------------
theretofore been exercised, shall automatically expire on the earliest to occur
of the following events:
(a) the close of business on the last business day preceding the tenth
(10th) anniversary of the Date of Grant;
(b) in the event of the Grantee's death while employed by the Company
or within 90 days of the Grantee's termination of employment described in
subsection (e) below, the Option to the extent then exercisable, may be
exercised thereafter, by the legal representative of the estate or by the
legatee of the Grantee under the will of the Grantee, for a period of one year
from the date of such death or, if earlier, the date specified in Section 3(a);
(c) in the event the Grantee ceases to be an Employee of the Company
on account of Disability (as defined in Section 4(a) of the Employment Agreement
dated as of March 20, 1998 between the Grantee and the Company (the "Employment
Agreement"), the Option may thereafter be exercised by the Grantee, to the
extent it was exercisable at the date the Grantee ceased to be an Employee of
the Company, for a period of one year from the date of such termination of
employment or, if earlier, the date specified in Section 3(a);
(d) in the event the Grantee ceases to be an Employee of the Company
on account of a termination for "cause" (as defined in Section 4(c) of the
Employment Agreement, the Option shall terminate on the date of such termination
of employment; or
(e) in the event the Grantee ceases to be an Employee of the Company
for any reason other than his death, Disability or termination for "cause," the
Option, to the extent then exercisable, may thereafter be exercised by the
Grantee within 90 days of the date on which the Grantee ceases to be an Employee
or, if earlier, the date specified in Section 3(a).
4. Exercisability of Option The Option shall be exercisable as follows:
------------------------
(i) 166,667 shares if the closing price of the Common Stock on Nasdaq
reaches $8.00 per share prior to the 18 month anniversary of the date of this
Agreement;
(ii) 166,667 shares if the closing price of the Common Stock on Nasdaq
reaches $12.00 per share prior to the 27 month anniversary of the date of this
Agreement;
<PAGE>
(iii) 166,666 shares if the closing price of the Common Stock on
Nasdaq reaches $18.00 per share prior to the 36 month anniversary of the date of
this Agreement; and
(iv) if not vested by the fifth anniversary of the date of this
Agreement, then all shares underlying the Option shall automatically vest on
such date.
5. Change of Control In the event of a "Change of Control," as defined
-----------------
in Section 14 of the Plan, the Option shall become exercisable and be exercised
in the manner set forth in Section 15 of the Plan.
6. Time and Method of Exercise Subject to the terms of Sections 4 and
---------------------------
5, the Option may be exercised, in whole or in part, at any time or from time to
time, prior to the time it expires in accordance with the terms of Section 3, by
written notice to the Committee in such form as the Committee shall prescribe.
Such notice shall be effective upon receipt by the Committee and shall be
accompanied by:
(a) cash, a check, or the equivalent thereof acceptable to the
Company, for the full Option Price of the number of Shares being purchased;
(b) if and only if permitted by the Committee, one or more
certificates representing a number of Shares which are, in the aggregate, equal
in Fair Market Value on the date of exercise to the full Option Price for the
Shares being purchased, such certificates being duly endorsed (or accompanied by
stock powers signed in blank) so as to transfer to the Company all right, title
and interest in and to the Shares represented by such certificates; or
(c) if and only if permitted by the Committee, a combination of the
forms of payment specified in Section 6(a) and 6(b) above which, in the
aggregate, is equal to the full Option Price for the number of Shares being
purchased.
7. Adjustments If there is any change in the number or kind of
-----------
shares of Common Stock outstanding by reason of a stock dividend, spinoff, a
recapitalization, stock split, or combination or exchange of shares, or merger,
reorganization or consolidation in which the Company is the surviving
corporation, reclassification or change in par value or by reason of any other
extraordinary or unusual events affecting the outstanding Common Stock as a
class without the Company's receipt of consideration, or if the value of
outstanding shares of Common Stock is substantially reduced due to the Company's
payment of an extraordinary dividend or distribution, the number of shares
covered by the Option and the Option Price shall be proportionately adjusted by
the Committee to reflect any increase or decrease in the number or kind or value
of issued shares of Common Stock to preclude the enlargement or dilution of
rights and benefits under such Grants; provided, however, that any fractional
shares resulting from such adjustment shall be eliminated. Notwithstanding the
foregoing, no adjustment shall be authorized or made pursuant to this Section to
the extent that such authority or adjustment would cause the Option to fail to
comply with section 422 of the Code.
8. Withholding If applicable, the Grantee or other person receiving
-----------
Shares upon an exercise of the Option, in whole or in part, shall be required to
pay to the Company the amount of any federal, state or local taxes or other
charges that the Company is required to withhold with respect to such exercise,
including an election to satisfy tax withholding by authorizing the Company to
withhold shares in the manner set forth in Section 10(b) of the Plan. The
Company shall have the right to take whatever action it deems necessary to
protect the interests of the Company in respect of such liabilities, including,
without limitation, deducting the withholding amount from grants paid in cash or
from other wages paid by the Company to the Grantee. The Company's obligation
to issue or transfer Shares upon exercise of the Option shall be conditioned
upon the Grantee's compliance with the requirements of this Section to the
satisfaction of the Committee.
9. Administration All questions of interpretation and application of
--------------
this Grant shall be determined by the Committee in its discretion, and such
determination shall be final and binding upon all persons. The validity,
construction and effect of this Option shall be determined in accordance with
the laws of the Commonwealth of Pennsylvania, without giving effect to the
principles of conflicts of law thereof.
-2-
<PAGE>
10. No Stockholder Rights Neither the Grantee nor any person entitled to
---------------------
exercise the Grantee's rights in the event of the Grantee's death shall have any
of the rights and privileges of a stockholder with respect to the Shares subject
to the Option, except to the extent that certificates for such Shares shall have
been issued or transferred on the stock transfer records of the Company upon the
exercise of the Option as provided herein.
11. Termination or Amendment This Option may be terminated or amended,
------------------------
in whole or in part, at any time (a) by the Committee, if the Committee
determines that such termination or amendment is necessary or advisable to bring
such Option into compliance with any federal or state securities law or other
applicable law or regulation (but in no event will any termination or amendment
adversely affect Grantee without his prior written consent), or (b) by written
agreement of the Company and the Grantee.
12. Notice Any notice to the Committee provided for in this Grant Letter
------
shall be addressed to it at TeleSpectrum Worldwide Inc., Chief Financial
Officer, and any notice to the Grantee shall be addressed to such Grantee at the
current address shown on the payroll of the Company, or to such other address
the Grantee may designate to the Company in writing. Any notice provided for
hereunder shall be delivered by hand, sent by telecopy or telex or enclosed in a
properly sealed envelope addressed as stated above, registered and deposited,
postage and registry being prepaid, in a post office or branch post office
regularly maintained by the United States Postal Service.
13. Grantee's Securities Law Representations If the Committee shall deem
----------------------------------------
it appropriate by reason of any securities law, it may require that the Grantee
upon exercise, in whole or in part of the Option, represent to the Company and
agree in writing to comply with any such restrictions on the Grantee's
subsequent disposition of such Shares as the Committee shall deem necessary or
advisable as a result of any applicable law, regulation or official
interpretation thereof. The Committee may require that the Share certificates
be inscribed with a legend restricting transfer in accordance with applicable
securities law requirements.
TELESPECTRUM WORLDWIDE INC.
Attest: ________________________ By:______________________________
Accepted By:
Witness: _______________________ _________________________________
Grantee
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<PAGE>
EXHIBIT 5.1
OPINION OF MORGAN, LEWIS & BOCKIUS LLP
May 13, 1998
TeleSpectrum Worldwide Inc.
443 South Gulph Road
King of Prussia, PA 19406
Ladies and Gentlemen:
We have acted as counsel to TeleSpectrum Worldwide Inc., a Delaware corporation
(the "Company"), in connection with the registration of up to 1,500,000 shares
(the "Shares") of its Common Stock, $.01 par value (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 two Grant Letters dated as of March 18, 1998 between Keith E.
Alessi and the Company (the "Stock Option Agreements").
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 Stock Option Agreements, 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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<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated March 23, 1998
(except with respect to the matter discussed in Note 10, as to which the date is
April 14, 1998) included in TeleSpectrum Worldwide Inc.'s Form 10-K for the year
ended December 31, 1997 and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Philadelphia, Pennsylvania
May 13, 1998
