<PAGE>
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
under
The Securities Act of 1933
RMH TELESERVICES, INC.
--------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2250564
------------------------------- ---------------------
(State of incorporation) (I.R.S. Employer Identification No.)
40 Morris Avenue, Bryn Mawr, PA 19010
- ------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
RMH Teleservices, Inc. 1996 Stock Incentive Plan
------------------------------------------------
(Full title of the plan)
Raymond J. Hansell
Vice Chairman and Chief Executive Officer
RMH Teleservices, Inc.
40 Morris Avenue
Bryn Mawr, PA 19010
-----------------------------------------------------------
(Name and address of agent for service)
(610) 520-5300
------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
Copies to:
Jay A. Dubow, Esquire
Wolf, Block, Schorr and Solis-Cohen
12th Floor Packard Building
111 South 15th Street
Philadelphia, PA 19102
(215) 977-2000
<PAGE>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Per Offering Registration
to be Registered Registered /(2)/ Share/(1)/ Price/(1)/ Fee/(1)/
- ---------------------------- ---------------- ---------- -------------- ------------
<S> <C> <C> <C> <C>
Common Stock, no par value 950,000 $3.34 $3,176,562.50 $937.09
- ----------------------------------------------------------------------------------------
</TABLE>
/(1)/ Calculated pursuant to Rule 457(h) under the Securities Act of 1933, as
amended, based upon the average of the high and low prices of the
Registrant's Common Stock on July 2, 1998 as quoted on the Nasdaq National
Market.
/(2)/ Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement also covers such additional shares as may
hereinafter be offered or issued to prevent dilution resulting from stock
splits, stock dividends, recapitalizations or certain other capital
adjustments.
- --------------------------------------------------------------------------------
<PAGE>
PART II
-------
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. Incorporation of Documents by Reference.
- ------ ---------------------------------------
The following documents filed by RMH Teleservices, Inc. (the
"Registrant") with the Securities and Exchange Commission (the "Commission"),
are incorporated into this Registration Statement by reference:
(a) The Registrant's Annual Report on Form 10-K (as amended) for the
fiscal year ended September 30, 1997.
(b) The description of the Registrant's common stock, no par value
per share, contained in a Registration Statement on Form 8-A, as amended, dated
September 16, 1996, filed under Section 12(g) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), including all amendments or reports filed
for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to
Sections 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 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, except as so modified
or superseded, to constitute a part hereof.
Item 4. Description of Securities.
- ------ -------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
- ------ --------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
- ------ -----------------------------------------
Sections 1741 through 1750 of Subchapter C, Chapter 17, of the
Pennsylvania Business Corporation Law of 1988, as amended (the "PBCL"), contain
provisions for mandatory and discretionary indemnification of a corporation's
directors, officers and other personnel, and related matters.
<PAGE>
Under Section 1741, subject to certain limitations, a corporation has
the power to indemnify directors and officers under certain prescribed
circumstances against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
an action or proceeding, whether civil, criminal, administrative or
investigative (other than derivative actions), to which any of them is a party
or is threatened to be made a party by reason of his being a representative,
director or officer of the corporation or serving at the request of the
corporation as a representative, director or officer of the corporation,
partnership, joint venture, trust or other enterprise, if he acted in good faith
and in a manner he reasonably believed to be in, or not opposed to, the best
interests of the corporation and, with respect to any criminal proceeding, had
no reasonable cause to believe his conduct was unlawful.
Section 1742 permits indemnification in derivative actions if the
appropriate standard of contact is met, except in respect of any claim, issue or
matter as to which the person has been adjudged to be liable to the corporation
unless and only to the extent that the proper court determines upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, the person is fairly and reasonably entitled to indemnity for the
expenses that the court deems proper.
Under Section 1743, indemnification is mandatory to the extent that
the officer or director has been successful on the merits or otherwise in
defense of any action or proceeding referred to in Section 1741 or 1742.
Section 1744 provides that, unless ordered by a court, any
indemnification under Section 1741 or 1742 shall be made by the corporation only
as authorized in the specific case upon a determination that the representative
met the applicable standard of conduct, and such determination will be made by
(i) the board of directors by a majority vote of a quorum of directors not
parties to the action or proceeding; (ii) if a quorum is not obtainable, or if
obtainable and a majority of disinterested directors so directs, by independent
legal counsel; or (iii) by the shareholders.
Section 1745 provides that expenses (including attorneys fees)
incurred by an officer, director, employee or agent in defending a civil or
criminal action or proceeding may be paid by the corporation in advance of the
final disposition of such action or proceeding upon receipt of an undertaking by
or on behalf of such person to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the corporation.
Section 1746 provides generally that, except in any case where the act
or failure to act giving rise to the claim for indemnification is determined by
a court to have constituted willful misconduct or recklessness, the
indemnification and advancement of expenses provided by Subchapter 17D of the
PBCL shall not be deemed exclusive of any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of shareholders or disinterested directors of otherwise, both as
to action in his official capacity and as to action in another capacity while
holding that office.
II-2
<PAGE>
Section 1747 also grants a corporation the power to purchase and
maintain insurance on behalf of any director of officer against any liability
incurred by him in his capacity as officer or director, whether or not the
corporation would have the power to indemnify him against the liability under
Subchapter 17D of the PBCL.
Sections 1748 and 1749 extend the indemnification and advancement of
expenses provisions contained in Subchapter 17D of the PBCL to successor
corporations in fundamental changes and to representatives serving as
fiduciaries of employee benefit plans.
Section 1750 provides that the indemnification and advancement of
expenses provided by, or granted pursuant to, Subchapter 17D of the PBCL shall,
unless otherwise provided when authorized or ratified, continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs and personal representative of such person.
The Registrant's Bylaws, as amended, filed as Exhibit 3.2 to the
Registrant's Registration Statement on Form S-1 (File No. 333-07501) provides in
general that the Registrant shall indemnify its officers and directors to the
fullest extent permitted by law.
Item 7. Exemption from Registration Claimed.
- ------ -----------------------------------
None.
Item 8. Exhibits.
- ------ --------
The following exhibits are filed as part of this registration
statement:
4 RMH Teleservices, Inc. 1996 Stock Incentive Plan (incorporated herein
by reference).
5 Opinion and Consent of Wolf, Block, Schorr and Solis-Cohen LLP re:
legality.
23.1 Consent of Arthur Andersen LLP, independent public accountants.
23.2 Consent of Wolf, Block, Schorr and Solis-Cohen LLP (contained in
Exhibit 5).
24 Powers of Attorney (included on signature page of the 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:
II-3
<PAGE>
(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;
(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) 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 Registrant pursuant to
section 13 or section 15(d) of the Exchange Act 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 which remain unsold at the termination of
the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
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-4
<PAGE>
SIGNATURES AND POWERS OF ATTORNEY
The Registrant. 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 Bryn Mawr, Pennsylvania on June 30, 1998.
RMH TELESERVICES, INC.
By: /s/ Raymond J. Hansell
-------------------------------------
Raymond J. Hansell
Vice Chairman and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears
below hereby constitutes and appoints Raymond J. Hansell his true and lawful
attorney-in-fact and agent, 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
all exhibits thereto, and any other documents in connection therewith, granting
unto said attorney-in-fact and agent 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 attorney-in-fact and
agent, or his 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.
Signature Title Date
- --------- ----- ----
/s/ William A. Rosoff Chairman 6/30/98
- --------------------------
William A. Rosoff
/s/ Raymond J. Hansell Vice Chairman and 6/30/98
- ------------------------ Chief Executive Officer,
Raymond J. Hansell (Principal Executive Officer)
II-5
<PAGE>
Signature Title Date
- --------- ----- ----
/s/ Michael Scharff Acting Chief Financial Officer 6/30/98
- -------------------------- (Principal Accounting
Michael Scharff and Financial Officer)
/s/ Herbert Kurtz Director 6/30/98
- -----------------------------
Herbert Kurtz
/s/ David P. Madigan Director 6/30/98
- -------------------------
David P. Madigan
/s/ Gary H. Neems Director 6/30/98
- ------------------------
Gary H. Neems
Director 6/ /98
- ------------------------
Derek Lubner
/s/ MarySue Lucci Director 6/30/98
- ------------------------
MarySue Lucci
II-6
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
- ----------- ----------------------
4 RMH Teleservices, Inc. 1996 Stock Incentive Plan.
(incorporated herein by reference).
5 Opinion and Consent of Wolf, Block,
Schorr and Solis-Cohen LLP re: legality.
23.1 Consent of Arthur Andersen LLP
independent public accountants.
23.2 Consent of Wolf, Block, Schorr and
Solis-Cohen LLP (contained in Exhibit 5.1).
24 Powers of Attorney (included on
signature page in Part II of the
Registration Statement).
II-7
<PAGE>
[LETTERHEAD OF WOLF, BLOCK, SCHORR AND SOLIS-COHEN LLP]
Exhibit 5
July 8, 1998
RMH Teleservices, Inc.
40 Morris Avenue
Bryn Mawr, PA 19010
RE: Registration Statement on Form S-8
Relating to RMH Teleservices, Inc.'s 1996 Stock Incentive Plan
--------------------------------------------------------------
Gentlemen:
As counsel to RMH Teleservices, Inc., a Pennsylvania corporation (the
"Company"), we have assisted in 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, relating to
950,000 shares of the Company's Common Stock, $0.01 par value (the "Common
Stock"), that may be issued under the Company's 1996 Stock Incentive Plan (the
"Plan").
In this connection, we have examined the Company's Articles of
Incorporation and Bylaws, the Plan and such other documents and corporate
records relating to the Company and the issuance of Common Stock as we have
deemed appropriate. In all examinations of documents, instruments and other
papers, we have assumed the genuineness of all signatures on original and
certified documents and the conformity with original and certified documents of
all copies submitted to us as conformed, photostatic or other copies. As to
matters of fact which have not been independently established, we have relied
upon representations of officers of the Company.
Based upon the foregoing, it is our opinion that the shares of Common
Stock offered and to be offered under the Plan are duly authorized and, when
issued and sold pursuant to the terms of the Plan, will be legally issued, fully
paid and non-assessable.
<PAGE>
RMH Teleservices, inc.
July 8, 1998
page 2
We hereby expressly consent to the inclusion of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
/s/ Wolf, Block, Schorr and Solis-Cohen
---------------------------------------
Wolf, Block, Schorr and Solis-Cohen LLP
<PAGE>
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 reports dated December
5, 1997 included in RMH Teleservices, Inc.'s Form 10-K for the fiscal year ended
September 30, 1997 and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSON LLP
Philadelphia, Pennsylvania
July 8, 1998
