<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended: MARCH 31, 1998
Commission File Number 0-21333
RMH TELESERVICES, INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 23-2250564
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
40 Morris Avenue, Bryn Mawr, PA 19010
(Address of principal executive offices)
(610) 520-5300
(Registrant's telephone number, including area code)
Indicate by check whether the registrant (1) has filed all report(s) required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
------- ------
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 8,120,000 shares of Common
Stock outstanding as of April 20, 1998.
<PAGE>
INDEX TO FORM 10-Q
RMH Teleservices, Inc. and Subsidiaries
Page
Number
------
PART I. FINANCIAL INFORMATION
ITEM 1. Consolidated Financial Statements (unaudited)
Consolidated Balance Sheets,
March 31, 1998 and September 30, 1997 ...........................3
Consolidated Statements of Operations for the
three and six months ended March 31, 1998 and 1997 ..............4
Consolidated Statements of Cash Flows for the
six months ended March 31, 1998 and 1997 ........................6
Notes to Consolidated Financial Statements ......................7
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations ..................10
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk......14
PART II. OTHER INFORMATION ...............................................15
<PAGE>
RMH TELESERVICES, INC. AND SUBSIDIARIES
---------------------------------------
CONSOLIDATED BALANCE SHEETS
---------------------------
(unaudited)
<TABLE>
<CAPTION>
March 31, September 30,
ASSETS 1998 1997
- ------------------------------------------ ------------- --------------
CURRENT ASSETS:
<S> <C> <C>
Cash and cash equivalents $ 5,981,000 $ 6,882,000
Marketable securities 5,932,000 5,135,000
Accounts receivable, net of allowance
for doubtful accounts of $45,250
and $37,000 7,930,000 7,926,000
Prepaid expenses and other current 567,000 755,000
assets ----------- -----------
Total current assets 20,410,000 20,698,000
----------- -----------
PROPERTY AND EQUIPMENT 10,315,000 9,354,000
Less - accumulated depreciation and
amortization (5,648,000) (4,878,000)
----------- -----------
Net property and equipment 4,667,000 4,476,000
----------- -----------
OTHER ASSETS 429,000 112,000
----------- -----------
$25,506,000 $25,286,000
=========== ===========
LIABILITIES AND March 31, September 30,
SHAREHOLDERS' EQUITY 1998 1997
- ------------------------------------ ------------- --------------
CURRENT LIABILITIES:
<C> <C> <C>
Accrued expenses $ 2,084,000 $ 2,379,000
Accounts payable 862,000 583,000
Current portion of capitalized lease
obligations --- 8,000
Deferred income taxes 344,000 344,000
------------ ------------
Total current liabilities 3,290,000 3,314,000
------------ ------------
DEFERRED INCOME TAXES 289,000 289,000
------------ ------------
SHAREHOLDERS' EQUITY:
Common stock 48,638,000 48,638,000
Common stock warrant outstanding 450,000 450,000
Accumulated deficit (27,161,000) (27,405,000)
------------ ------------
Total shareholders' equity 21,927,000 21,683,000
------------ ------------
$ 25,506,000 $ 25,286,000
============ ============
</TABLE>
The accompanying notes and the notes to the consolidated financial statements
included in the Registrant's Annual Report on Form 10-K are an integral part of
these consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
RMH TELESERVICES, INC. AND SUBSIDIARIES
---------------------------------------
CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------
(unaudited)
For the Three Months Ended
March 31, March 31,
1998 1997
----------------------- ---------------------
<S> <C> <C>
REVENUES $12,337,000 $11,322,000
----------- -----------
OPERATING EXPENSES:
Cost of services 9,313,000 7,580,000
Selling, general & administrative 3,612,000 2,437,000
----------- -----------
Total operating expenses 12,925,000 10,017,000
----------- -----------
Operating income (loss) (588,000) 1,305,000
INTEREST INCOME 121,000 102,000
----------- -----------
Income (loss) before income taxes (467,000) 1,407,000
(benefit)
INCOME TAXES (BENEFIT) (168,000) 506,000
----------- -----------
NET INCOME (LOSS) $ (299,000) $ 901,000
=========== ===========
BASIC EARNINGS PER SHARE $(.04) $ .11
----------- -----------
DILUTED EARNINGS PER SHARE $(.04) $ .11
----------- -----------
WEIGHTED AVERAGE SHARES
OUTSTANDING USED IN BASIC
EARNINGS PER SHARE COMPUTATION 8,120,000 8,120,000
=========== ===========
WEIGHTED AVERAGE SHARES
OUTSTANDING USED IN DILUTED
EARNINGS PER SHARE COMPUTATION 8,120,000 8,262,000
=========== ===========
</TABLE>
The accompanying notes and the notes to the consolidated financial statements
included in the Registrant's Annual Report on Form 10-K are an integral part of
these consolidated financial statements.
<PAGE>
RMH TELESERVICES, INC. AND SUBSIDIARIES
---------------------------------------
CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------
(unaudited)
<TABLE>
<CAPTION>
For the Six Months Ended
March 31, March 31,
1998 1997
---------------------- ---------------------
<S> <C> <C>
REVENUES $24,584,000 $21,071,000
----------- -----------
OPERATING EXPENSES:
Cost of services 18,296,000 14,202,000
Selling, general & administrative 6,176,000 4,469,000
----------- -----------
Total operating expenses 24,472,000 18,671,000
----------- -----------
Operating income 112,000 2,400,000
INTEREST INCOME 269,000 212,000
----------- -----------
Income before income taxes 381,000 2,612,000
INCOME TAXES 137,000 940,000
----------- -----------
NET INCOME $ 244,000 $ 1,672,000
=========== ===========
BASIC EARNINGS PER SHARE $.03 $ .20
----------- -----------
DILUTED EARNINGS PER SHARE $.03 $ .20
----------- -----------
WEIGHTED AVERAGE SHARES
OUTSTANDING USED IN BASIC
EARNINGS PER SHARE COMPUTATION 8,120,000 8,120,000
=========== ===========
WEIGHTED AVERAGE SHARES
OUTSTANDING USED IN DILUTED
EARNINGS PER SHARE COMPUTATION 8,267,000 8,262,000
=========== ===========
</TABLE>
The accompanying notes and the notes to the consolidated financial statements
included in the Registrant's Annual Report on Form 10-K are an integral part of
these consolidated financial statements.
<PAGE>
RMH TELESERVICES, INC. AND SUBSIDIARIES
---------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
(unaudited)
<TABLE>
<CAPTION>
For The Six Months Ended
March 31, March 31,
1998 1997
----------------------- -----------------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 244,000 $ 1,672,000
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation and amortization 770,000 648,000
Changes in operating assets and
liabilities -
Accounts receivable (4,000) (1,367,000)
Prepaid expenses and other assets 188,000 (525,000)
Other assets (317,000) (31,000)
Accounts payable and accrued expenses (16,000) (182,000)
----------- -----------
Net cash provided by operating 865,000 215,000
activities ----------- -----------
INVESTING ACTIVITIES:
Purchases of property and equipment (980,000) (587,000)
Purchases of Marketable Securities (4,968,000) ---
Maturities of Marketable Securities 4,171,000 ---
----------- -----------
Net cash used in investing (1,777,000) (587,000)
activities ----------- -----------
FINANCING ACTIVITIES:
Proceeds of assets refinanced 19,000 658,000
Repayments on capitalized lease obligations (8,000) (26,000)
----------- -----------
Net cash provided by financing 11,000 632,000
activities ----------- -----------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (901,000) 260,000
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 6,882,000 10,047,000
----------- -----------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 5,981,000 $10,307,000
=========== ===========
</TABLE>
The accompanying notes and the notes to the consolidated financial statements
included in the Registrant's Annual Report Form 10-K are an integral part of
these consolidated financial statements.
<PAGE>
RMH TELESERVICES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
NOTE 1 - BASIS OF PRESENTATION:
- ------------------------------
The consolidated financial statements have been prepared by the Registrant
pursuant to the rules and regulations of the Securities and Exchange Commission
("SEC") and, in the opinion of management, include all adjustments, consisting
of normal recurring adjustments, necessary to present fairly the financial
position and results of operations. Operating results for the three and six
month periods ended March 31, 1998 and 1997, are not necessarily indicative of
the results that may be expected for the complete fiscal year. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such SEC rules and regulations. These
financial statements should be read in conjunction with the consolidated
financial statements and notes thereto included in the Registrant's Annual
Report on Form 10-K for the year ended September 30, 1997.
RMH Teleservices, Inc. (the Company) provides outbound and inbound teleservices
to major corporations, such as those in the insurance, financial services,
telecommunications and utility industries.
NOTE 2 - EARNINGS PER SHARE
- ---------------------------
In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, "Earnings per Share," ("SFAS No. 128").
SFAS No. 128 requires dual presentation of basic and diluted earnings per share.
According to SFAS No. 128, basic earnings per share, which replaces primary
earnings per share, is calculated by dividing net income by the weighted average
number of common shares outstanding for the period. Diluted earnings per share,
which replaces fully diluted earnings per share, reflects the potential dilution
from the exercise or conversion of securities into Common stock, such as stock
options and warrants. The Company was required to and did adopt SFAS No. 128
during the period ended December 31, 1997, as earlier application was not
permitted. As required by SFAS No. 128, all prior-period earnings per share
data have been restated to conform with the provisions of this statement.
<PAGE>
The following is a reconciliation of the numerators and denominators of the
basic and diluted earnings per share computations.
<TABLE>
<CAPTION>
For The Three Months Ended March 31
---------------------------------------- ---------------------------------------
1998 1997
---------------------------------------- ---------------------------------------
Income/(Loss) Shares Per Share Income/(Loss) Shares Per Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
------------- ------------- ---------- ------------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Basic earnings
per share:
Net income $(299,000) 8,120,000 $(.04) $901,000 8,120,000 $.11
Stock warrants --- 142,000 --- 142,000
Diluted earnings
per share:
Net income/(loss)
and assumed
conversion of
dilutive securities $(299,000) 8,262,000 $(.04) $901,000 8,262,000 $.11
========= ========= ===== ======== ========= ====
</TABLE>
<TABLE>
<CAPTION>
For The Six Months Ended March 31
--------------------------------------------------------------------------------
1998 1997
--------------------------------------- ---------------------------------------
Income/(Loss) Shares Per Share Income/(Loss) Shares Per Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
------------- ------------- --------- ------------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Basic earnings
per share:
Net income $244,000 8,120,000 $.03 $1,672,000 8,120,000 $.20
Effect of dilutive
securities:
Stock warrants --- 142,000 --- 142,000
Stock options --- 5,000 --- ---
Diluted earnings per
share:
Net income and
assumed conversion
of dilutive securities $244,000 8,267,000 $.03 $1,672,000 8,262,000 $.20
======== ========= ==== ========== ========= ====
</TABLE>
Options to purchase 255,120 shares of Common stock were outstanding during the
three and six month periods ended March 31, 1997. These options were not
included in the respective computations of diluted earnings per Common share
because the options' exercise prices exceeded the average market price of the
Common shares during these respective periods. Options to purchase 632,600
shares of common stock were outstanding at March 31, 1998. These options were
not included in the respective computation of diluted earnings per share per
Common share for the three month period ended March 31, 1998, because the
Company incurred a loss in that period. For the six month period ended March 31,
1998, such options were included in the diluted earnings per share calculation
as the average market price of common stock exceeded the exercise price during
the period, using the treasury stock method.
<PAGE>
NOTE 3 - MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK:
- ---------------------------------------------------------
The Company is dependent on several large customers within the insurance
industry for a significant portion of its revenues. These three customers
accounted for 72.4% and 72.0% and 79.4% and 83.4% of revenues for the three and
six month periods ended March 31, 1998 and 1997, respectively. The loss of one
or more of these customers could have a materially adverse effect on the
Company's business.
For the three and six month periods ended March 31, 1998 and 1997, the Company
generated 8.1% and 8.4% and 8.7% and 6.5% of its revenues from a customer who
has an equity ownership interest through an affiliate. Effective February 20,
1998, this customer transferred this line of business to a new independent
entity. While the company continues to do business with this new entity, it no
longer relies upon this related party relationship for such revenues.
Concentration of credit risk is limited to accounts receivable and is subject to
the financial conditions of the Company's customers. Three of the Company's
largest customers are engaged in transactions with each other and represent a
single credit risk to the Company. The Company does not require collateral or
other securities to support customer receivables. At March 31, 1998, the
accounts receivable from the customers that represent a single credit risk was
$5,429,000.
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Safe Harbor for Forward-Looking Statements
- ------------------------------------------
From time-to-time, the Company may publish statements which are not historical
facts but are forward-looking statements relating to such matters as anticipated
financial performance, business prospects, technological developments, new
products, research and development activities and similar matters. The Private
Securities Litigation Reform Act of 1995 provided a safe harbor for forward-
looking statements. In order to comply with the terms of the safe harbor, the
Company notes that a variety of factors could cause the Company's actual results
and experience to differ materially from the anticipated results or other
expectations expressed in the Company's forward-looking statements. The risks
and uncertainties that may affect the operations, performance, development and
results of the Company's business include, but are not limited to: (i) reliance
on principal client relationships in the insurance and financial services
industries; (ii) fluctuations in quarterly results of operations due to the
timing of clients' telemarketing campaigns, the timing of opening new call
centers and expansion of existing call centers and changes in competitive
conditions affecting the telemarketing industry; (iii) difficulties of managing
growth profitably; (iv) pressure on gross margins as a result of large volume
opportunities that may warrant appropriate pricing discounts; (v) dependence on
the services of the Company's executive officers and other key operations and
technical personnel; (vi) changes in the availability of qualified employees;
(vii) performance of automated call-processing systems and other technological
factors; (viii) reliance on independent long-distance companies; (ix) changes in
government regulations affecting the teleservices and telecommunications
industries; (x) competition from other outside providers of teleservices and in-
house telemarketing operations of existing and potential clients; and (xi)
competition from providers of other marketing formats, such as direct mail and
emerging strategies such as interactive shopping and marketing over the
Internet.
Overview
- --------
The Company is a leading provider of outbound and inbound teleservices to major
corporations, such as those in the insurance, financial services and
telecommunications industries. Founded in 1983, the Company opened its first
call center in 1985 to support the marketing efforts of its consulting
customers. At the present time, outbound business-to-consumer teleservices has
become the predominant business of the Company.
The Company's results of operations in any single interim period should not be
viewed as an indication of future results of operations. The Company may
experience quarterly variations in net revenue and operating income as a result
of the timing of clients' telemarketing campaigns, the commencement and
expiration of contracts, the amount of new business generated by the Company,
the timing of additional selling, general and administrative expenses to acquire
and support such new business and changes in the Company's revenue mix among its
various customers.
<PAGE>
Results of Operations
- ---------------------
Revenues - Revenues increased to $12,337,000 and $24,584,000 for the three and
six month periods ended March 31, 1998, from $11,322,000 and $21,071,000 for the
comparable periods in 1997. This represents revenue increases of 9.0% and 16.7%
for the three and six month periods ended March 31, 1998, respectively, as
compared to the comparable periods in 1997. Of such increase in revenues,
approximately $741,000 and $2,455,000 were attributable to increased calling
volumes from existing clients, and $274,000 and $1,058,000 to new clients, for
the three and six month periods, respectively.
Cost of Services - Cost of Services increased to $9,313,000 and $18,296,000 for
the three and six month periods ended March 31, 1998, from $7,580,000 and
$14,202,000 for the comparable periods in 1997. As a percentage of revenues,
cost of services increased to 75.5% and 74.4% for the three and six month
periods ended March 31, 1998, as compared to 66.9% and 67.4% for the comparable
periods in 1997. The Company believes that the increase in costs of services, as
a percentage of revenues, during both periods, is attributable to pricing
pressures coupled with the costs of supporting several new call centers that
opened in fiscal 1997 that remain less than fully utilized. The Company
anticipates that cost of services, as a percentage of revenue, may increase
during the remainder of the year to the degree that new business and/or volume
opportunities warrant pricing discounts to be offered by the Company, the
Company requires a longer period of time to generate acceptable levels of
utilization at its new call centers, and/or the company experiences upward
pressures on hourly wages as a result of tighter or more competitive labor
markets.
Selling, General and Administrative - Selling, general and administrative
expenses increased to $3,612,000 and $6,176,000 for the three and six month
periods ended March 31, 1998, from $2,437,000 and $4,469,000 for the comparable
periods in 1997. As a percentage of revenues, selling, general and
administrative expenses increased to 29.3% and 25.1% during the three and six
months ended March 31, 1998, as compared to 21.5% and 21.2% for the comparable
periods in 1997. During the three and six month periods ended March 31, 1998,
$299,000 and $335,000 of the dollar increase was a result of the company's
decision to settle certain litigation with an existing customer and legal costs
incurred relating to such settlement. The balance of the dollar increase was
primarily the result of increased staffing and operating costs required to
support the growth in the Company's revenues and continued expansion into
inbound teleservices.
Interest Income - Interest income for the three and six month periods ended
March 31, 1998 and 1997, amounted to $121,000 and $269,000 and $102,000 and
$212,000, respectively, and was earned by investing the remaining proceeds of
the Company's initial public offering in short term investments and cash
equivalents.
Income Tax Expense (Benefit) - Income tax expense (benefit) for the
three and six month periods ended March 31, 1998, was $(168,000) and $137,000
and represents income taxes (benefits) based on an effective tax rate of 36%.
This tax rate is reflective of both the federal tax rate in effect and those
state tax rates in effect where the Company does business coupled with certain
tax planning strategies implemented in fiscal 1996.
<PAGE>
Liquidity and Capital Resources
- -------------------------------
Historically, the Company's primary sources of liquidity have been cash flow
from operations and borrowings under its credit facilities. On September 24,
1996, the Company completed an initial public offering and raised net proceeds
of approximately $36.3 million. The Company used approximately $27.9 million of
these proceeds to repay all bank indebtedness, redeem its Series B Preferred
Stock and pay certain one-time Special Bonuses to the Founders. The remaining
$9.5 million in proceeds has been invested in short term financial instruments
pending use for working capital and general corporate. The balance of such short
term instruments was approximately $6.0 million on April 18, 1998.
On March 21, 1997, the Company entered into a new $4 million line of credit
facility (the "Credit Line") with PNC Bank (the "Bank"). The Credit Line
replaces the Company's former Term Loan and Credit Facility originated in
conjunction with the 1996 recapitalization. The Credit Line expires on April 1,
1999, or such later date, if extended by the Bank, and outstanding balances bear
interest at the Company's option of the LIBOR rate plus 95 basis points or at
the prime rate minus one-half. The Credit Line is secured by all of the assets
of the Company and contains financial covenants and certain restrictions on the
Company's ability to incur additional debt or dispose of its assets. As of
March 31, 1998, the Company had no borrowings outstanding on the Credit Line.
Under a separate agreement dated February 22, 1997, with PNC Leasing
Corporation, the Company had up to $6 million available for purposes of leasing
call center equipment. The original $6 million commitment expired on April 1,
1998, and was subsequently renewed with a maturity date of April 1, 1999, in
order for this facility to mature simultaneously with the Company's Credit Line,
and requires that such leases meet the accounting definition of an operating
lease with rent to be paid over a period not to exceed sixty months. As of
March 31, 1998, the Company had financed $3,900,000 of equipment purchases under
the original facility and $6 million remains available under the renewed leasing
facility. At the end of each respective lease term, and at the Company's
option, the Company may acquire the specific equipment at the current fair
market value. In the future, the Company will continue to evaluate the benefits
and costs of leasing such equipment and may decide to finance future capital
expenditures by utilizing this lease line from PNC Leasing Corporation or using
its available cash.
Net cash provided by operating activities was $865,000 and $215,000 during the
six month periods ended March 31, 1998 and 1997, respectively. The increased
cash provided by operations in the 1998 period resulted from a decrease in the
Company's accounts receivable coupled with the Company's net income after adding
back certain non-cash depreciation and amortization charges.
<PAGE>
The Company's teleservices operations will continue to require significant
capital expenditures. Capital expenditures, during the six month period ended
March 31, 1998, were $980,000. Either by purchasing or leasing, the Company
expects to allocate approximately $2.5 million on capital expenditures during
the remainder of the fiscal year ending September 30, 1998, primarily for
enhancements of technology used throughout its call center operations.
The Company believes that cash generated from operations, when available,
together with its cash and marketable securities, available credit under the
credit facility and leasing agreement will be sufficient to finance its current
operations and planned capital expenditures at least until September 30, 1998.
<PAGE>
ITEM 3 - QUANTITATIVE & QUALITATIVE DISCLOSURES ABOUT
MANAGEMENT RISK
Not applicable.
<PAGE>
PART II
OTHER INFORMATION
Item 1: Legal Proceedings
- ------ -----------------
A. None.
Item 2: Changes in Securities
- ------ ---------------------
a. No change.
b. Not applicable.
c. The Company has not sold any securities that were not
registered under the Securities Act
d. The Company's Registration Statement on Form S-1 (File No.
333-07501) (the "Registration Statement") was declared
effective by the Commission on September 18, 1996. Pursuant
to the Registration Statement, the Company registered an
aggregate of 3,220,000 shares of Common Stock, par value
$0.01 per share. All of the shares registers by the
Registration Statement were sold at $12.50 per share,
realizing aggregate proceeds of $40,250,000 and net
aggregate proceeds (after deduction of underwriters'
discounts and commissions and other offering expenses of
$2,801,420 and $900,000, respectively) of $36,548,600. None
of these expenses were paid to directors, officers, general
partners or their associates or to 10% shareholders of the
Company. Of the net proceeds of the offering, $15,300,000
were used to repay indebtedness and $6,000,000 were used to
pay a special bonus to Raymond J. Hansell and MarySue Lucci,
the Company's founders and owners, in excess of 10% of the
Common Stock. The amount of $6,400,000 was used to fund the
redemption of Series B Preferred Stock by Advanta Partners
LP, an owner of 10% or more of the Common Stock, and the
amount of $281,000 to fund the redemption of Series B
Preferred Stock by Glengar International Investments
Limited. The remainder of the proceeds were invested in
short-term investments pending their withdrawal for general
corporate purposes. At April 19, 1998, the balance of these
investments was approximately $6,020,000 reflecting the use
of approximately $2,780,000 for general corporate purposes.
<PAGE>
Item 3: Defaults upon Senior Securities
- ------ -------------------------------
None.
Item 4: Submission of Matters to a Vote of Security Holders
- ------ ---------------------------------------------------
None.
Item 5: Other Information
- ------ -----------------
None.
Item 6: Exhibits and Reports on Form 8-K
- ------ --------------------------------
a. Exhibits
10 - Employment Agreement between the Company and
Robert Berwanger dated March 18, 1998
27 - Financial Data Schedule
b. Reports on Form 8-K - None
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RMH Teleservices, Inc.
DATE: April 24, 1998 BY: /s/ Raymond J. Hansell
-------------------------------
Raymond J. Hansell
Chief Executive Officer
DATE: April 24, 1998 BY: /s/ Richard C. Altus
-----------------------------
Richard C. Altus
Chief Financial Officer
(Principal Financial and Accounting Officer)
<PAGE>
EMPLOYMENT AGREEMENT
--------------------
THIS AGREEMENT, made this 18th day of March 1998, by and between RMH
Teleservices, Inc., a Pennsylvania corporation (hereinafter called "Company"),
and Robert Berwanger, an individual residing at 4604 Merchant Square Place,
Lansdale, Pennsylvania, 19446 (hereinafter called "Employee").
W I T N E S S E T H:
- - - - - - - - - -
Company wishes to continue to employ Employee and Employee wishes to
continue to be in the employ of Company on the terms and conditions contained in
this Agreement.
WHEREAS, due to Company's desire to promote Employee to Chief
Operating Officer and to gain the protections and benefits contained in this
Employment Agreement, Company and Employee agree to the covenants and
restrictions contained herein;
WHEREAS, due to Employee's desire to obtain a promotion to Chief
Operating Officer and the protections and benefits contained in this Employment
Agreement, Employee agrees to the covenants and restrictions contained herein;
NOW, THEREFORE, in consideration of the facts, mutual promises and
covenants contained herein and intending to be legally bound hereby, Company and
Employee agree as follows:
1. Definitions. As used herein, the following terms shall have the
-----------
meanings set forth below unless the contexts otherwise requires.
"Affiliate" shall mean a person who (i) with respect to any
---------
entity, directly or indirectly through one or more intermediaries, controls, or
is controlled by, or is under common control with, such entity; or (ii) with
respect to Employee, is a parent, spouse or issue of Employee, including persons
in an adopted or step relationship.
"Annual Bonus" shall mean the bonus payments set forth in Section
------------
5(b), as such amount may be adjusted from time to time.
"Base Compensation" shall mean the annual rate of compensation
-----------------
set forth in Section 5(a), as such amount may be adjusted from time to time.
"Board" shall mean the Board of Directors of Company.
-----
"Business" shall mean the business conducted by Company or any
--------
Subsidiary or corporate parent thereof or entity sharing a common corporate
parent with the
<PAGE>
Company on the date of execution of this Agreement, including business
activities in developmental stages, business activities which may be developed
by the Company, or by any Subsidiary or corporate parent thereof or entity
sharing a common corporate parent with the Company, during the period of
Employee's employment by Company, and all other business activities which flow
from a reasonable expansion of any of the foregoing during Employee's employment
with the Company and about which Employee had or has constructive or actual
knowledge.
"Cause" shall include but not be limited to any one or more of
-----
the following:
(a) Employee breaches or neglects the material duties that
Employee is required to perform under the terms of this Agreement, including if
Employee performs his duties in an incompetent manner.
(b) Employee is convicted of a felony or a crime of moral
turpitude or has entered a plea of nolo contendere (or similar plea) to a charge
of such an offense;
(c) Employee uses alcohol or any unlawful controlled
substance while performing his duties under this Agreement and/or if such use
materially interferes with the performance of Employee' duties under this
Agreement;
(d) Employee commits any act of criminal fraud, material
dishonesty or misappropriation relating to or involving the Company;
(e) Employee materially violates a rule(s), regulation(s),
policy(ies) or plan(s) governing employee performance or express direction(s) of
the Board; or
(f) Employee engages in the unauthorized disclosure of
Confidential Information;
(g) Employee acts in a manner that is materially contrary to
the best interest of the Company.
"Change of Control" shall be deemed to have occurred upon the
-----------------
earliest to occur of the following events:
(a) any "person" as such term is used in Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934 ("the Exchange Act") (other
than the Company, any subsidiary of the Company, any "person" (as defined
herein) acting on behalf of the Company as underwriter pursuant to an offering
who is temporarily holding securities in connection with such offering, any
trustee or other fiduciary holding securities under an employee benefit plan of
the Company, or any "person" who, on the date the RMH Teleservices, Inc. 1996
Stock Incentive Plan (the "Plan") is effective, shall have been the "beneficial
owner"
-2-
<PAGE>
(as defined in Rule 13d-3 under the Exchange Act) of or have voting control over
shares of capital stock of the Company possessing more than thirty percent (30%)
of the combined voting power of the Company's then outstanding securities) is or
becomes the "beneficial owner" (as hereinabove defined), directly or indirectly,
of securities of the Company representing thirty percent (30%) or more of the
combined voting power of the Company's then outstanding securities;
(b) during any period of not more than two consecutive
years (not including any period prior to the date the Plan is effective),
individuals who at the beginning of such period constitute the Board of
Directors, and any new director (other than a director designated by a "person"
who has entered into an agreement with the Company to effect a transaction
described in clause (a), (c) or (d) of this definition) whose election by the
Board of Directors or nomination for election by the Company's shareholders was
approved by a vote of at least two-thirds of the directors then still in office
who either were directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any reason to
constitute at least a majority thereof;
(c) the shareholders of the Company approve a merger or
consolidation of the Company with any other corporation or other legal entity,
other than (1) a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity) more than fifty percent (50%) of the
combined voting power of the voting securities of the Company or such surviving
entity outstanding immediately after such merger or consolidation or (2) a
merger or consolidation effected to implement a recapitalization of the Company
(or similar transaction) in which no "person"(other than a "person" who, on the
date the Plan is effective, shall have been the "beneficial owner" of or have
voting control over shares of capital stock of the Company possessing more than
thirty percent (30%) of the combined voting power of the Company's then
outstanding securities) acquires more than thirty percent (30%) of the combined
voting power of the Company's then outstanding securities;
(d) the shareholders of the Company approve a plan of
complete liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all of the Company's assets (or any
transaction having a similar effect); or
(e) a "change of control" as hereinafter defined by the
Board of Directors for the express purposes of this Plan has occurred.
"Commencement Date" shall have the meaning specified in Section 4
-----------------
hereof.
"Confidential Information" shall have the meaning specified in
------------------------
Section 12(c) hereof.
-3-
<PAGE>
"Disability" shall mean Employee's inability, for a period of
----------
thirteen (13) consecutive weeks, or a cumulative period of 120 business days
(i.e., Mondays through Fridays, exclusive of days on which Company is generally
closed for a holiday) out of a consecutive period of twelve (12) months, to
perform the essential duties of Employee's position, due to a disability as that
term is defined in the American With Disabilities Act.
"Principal Stockholders" shall mean Raymond J. Hansell, MarySue
----------------------
Lucci Hansell and Advanta Partners LP.
"Restricted Area" shall have the meaning specified in Section
---------------
12(a) hereof.
"Restricted Period A" shall have the meaning specified in Section
-------------------
12(a) hereof.
"Restricted Period B" shall have the meaning specified in Section
-------------------
12(b) hereof.
"Subsidiary" shall mean any company in which Company owns
----------
directly or indirectly 50% or more of the Voting Stock or 50% or more of the
equity; or any other venture in which it owns either 50% or more of the voting
rights or 50% or more of the equity.
"Term of Employment" shall mean the period specified in Section 4
------------------
hereof as the same may be terminated in accordance with this Agreement.
"Voting Stock" shall mean capital stock of any class or classes
------------
having general voting power under ordinary circumstances, in the absence of
contingencies, to elect the directors of a company.
2. Employment. Company hereby employs Employee as Chief Operating
----------
Officer and Employee hereby accepts employment by Company for the period and
upon the terms and conditions specified in this Agreement.
3. Office and Duties.
-----------------
(a) Employee shall be promoted to Chief Operating Officer of
Company. In such capacity, Employee shall render such services as are necessary
and desirable to protect and advance the best interests of Company, acting, in
all instances, under the supervision of and in accordance with the policies set
by the Board. As Chief Operating Officer, Employee shall be responsible for
managing the day-to-day operations of the business and shall have the
responsibility and authority, subject to policies set by and with the approval
of the Board, to employ and terminate employees, sign agreements and otherwise
to implement the policies and directives of the Board, all subject to the
provisions of any operating budget or budgets as may be approved from time to
time by the Board and subject to the By-Laws of the Company. Employee shall
perform any other duties reasonably required by the Board and reasonably related
to his responsibilities as Chief Operating Officer.
-4-
<PAGE>
(b) For as long as Employee shall remain an employee of Company,
Employee's entire working time, energy, skill and best efforts shall be devoted
to the performance of Employee's duties hereunder in a manner which will
faithfully and diligently further the business and interests of Company.
Employee may engage in charitable, civic, fraternal, trade and professional
association activities that do not interfere with Employee's obligations to
Company, but Employee shall not work for any other for-profit business without
so disclosing such activity to the Board, in which event the Board may not
unreasonably withhold its consent to such activity.
4. Term. Employee shall be employed by Company for an initial Term
----
of Employment (the "Initial Term"), commencing April 1, 1998 (the "Commencement
Date"), and ending on April 1, 2001, unless sooner terminated as hereinafter
provided.
5. Compensation and Benefits.
-------------------------
(a) For all of the service rendered by Employee to Company,
Employee shall receive Base Compensation at the gross annual rate of One Hundred
and Eighty Thousand ($180,000) payable in installments in accordance with
Company's regular payroll practices in effect from time to time. The Base
Compensation shall be reviewed annually, on or around the anniversary date of
the Commencement Date of this Agreement to ascertain, in the sole discretion of
the President and the Chairman of the Board, the amount the Employee's Base
Compensation should be increased. In no event shall the increase be less than
the greater of five (5) percent of Employee's Base Compensation or the minimum
of the percentage increase of the Wage Increase for the metropolitan statistical
area of Philadelphia.
(b) In addition to the foregoing compensation, Employee may be
eligible to receive an annual bonus (the "Annual Bonus") in an amount, if any,
as shall be determined by the Board of Directors in its sole discretion. The
Annual Bonus, to the extent earned, shall be payable in a single lump-sum
payment within ninety (90) days after the end of each calendar year. No Annual
Bonus is guaranteed. To be eligible for an Annual Bonus, Employee must be
actively employed by the Company on the last day of the calendar year for which
the Annual Bonus is at issue.
(c) Employee may be eligible for certain stock options pursuant
to the terms, conditions and restrictions of the RMH Teleservices, Inc. 1996
Stock Incentive Plan and pursuant to the grant as reflected in Attachment "A"
hereto.
(d) If Employee's employment is terminated by the Company at any
time within three months before, or six month after the occurrence of a Change
in Control, Employee shall be entitled to the following severance, in lieu of
any other Base Compensation, Annual Bonus, Additional Bonus or any other
compensation and benefits provided herein:
-5-
<PAGE>
(i) The Company shall pay as severance pay to Employee,
no later than the tenth business day following the termination, a lump sum
severance payment equal to 100% of Employee's Base Compensation for seventeen
(17) months.
(ii) For seventeen (17) months after such termination,
Employee shall be entitled to all Fringe Benefits described in 6(a) herein,
subject to the terms, conditions and restrictions of the specific plans, except
for sick time. The Company shall use its best efforts to arrange to provide
Employee with group health benefits substantially similar to those which
Employee was receiving immediately prior to the termination. Fringe Benefits
otherwise receivable by the Employee pursuant to this paragraph (ii) will be
reduced to the extent comparable benefits are actually received by Employee
during such period.
(iii) Employee shall not be required to mitigate the amount
of any payment provided for in this Section 5(d) by seeking employment or
otherwise.
(iv) In the event that any payment or benefit received or
to be received by Employee in connection with a Change in Control or the
termination of Employee's employment (whether pursuant to the terms of this
Agreement or any other plan, arrangement or agreement with the Company)
(collectively the "Total Payments"), would not be deductible (in whole or in
part) as a result of Section 280G of the Internal Revenue Code of 1986, as
amended (the "Code"), by the Company, an Affiliate or other person making such
payment or providing such benefit, the payments or benefits shall be so reduced
until no portion of the Total Payments is not deductible. Employee shall be
entitled to elect which payments or benefits shall be so reduced. For purposes
of this limitation, (1) no portion of the Total Payments the receipt or
enjoyment of which Employee shall have effectively waived in writing prior to
the date of payment shall be taken into account, (2) no portion of the Total
Payments shall be taken into account which in the opinion of tax counsel
selected by the Company's independent auditors and acceptable to Employee does
not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of
the Code, and (3) the value of any noncash benefit or any deferred payment or
benefit included in the Total Payments shall be determined by the Company's
independent auditors in accordance with the principles of Sections 280(d)(3) and
(4) of the Code.
(e) Employee agrees and acknowledges that his employment and the
other protections and benefits of this Agreement are full, adequate and
sufficient consideration for the restrictions and obligations set forth in
Sections 11 and 12 of this Agreement.
6. Fringe Benefits. As an inducement to Employee to commence
---------------
employment hereunder, and in consideration of Employee's covenants under this
Agreement, Employee shall be entitled to the benefits set forth below (the
"Fringe Benefits") during the Term of Employment:
(a) Employee shall be eligible to participate in any health,
life, accident or disability insurance, sick leave or other benefit plans or
programs made available to other similarly situated employees of Company as long
as the plans and programs are kept in
-6-
<PAGE>
force by Company and provided that Employee meets the eligibility requirements
and other terms, conditions and restrictions of the respective plans and
programs.
(b) Employee shall be entitled to four (4) weeks paid vacation
during each year, subject to Company's generally applicable policies relating to
vacations, and excluding standard Company holidays. Employee shall give the
President (or his or her designee) written notice at least seven (7) days prior
to the commencement of any vacation in excess of five (5) business days.
(c) Company will reimburse Employee for all reasonable and
necessary expenses incurred by Employee in connection with the performance of
Employee's duties hereunder upon receipt of documentation therefor in accordance
with Company's regular reimbursement procedures and practices in effect from
time to time.
(d) Company will pay the premiums ("the Company Paid Amount") on
a life insurance policy to be owned by the Company in the face amount of
$1,000,000.00, insuring the life of Employee, subject to the restrictions and
limitations contained in the insurance agreement or agreements, and provided
that the Employee passes each insurance company's required medical examination
and is insurable at standard rates. Employee shall at all times have the option
to pay any premiums to acquire additional coverage beyond the Company Paid
Amount.
7. Disability. If Employee suffers a Disability as that term is
----------
defined herein, the Company may terminate Employee's employment relationship
with Company at any time thereafter by giving Employee ten (10) days written
notice of termination. Thereafter, Company shall have no obligation to Employee
for Base Compensation, Annual Bonus, Fringe Benefits or any other form of
compensation or benefit to Employee, except as otherwise required by law or by
benefit plans provided at Company expense, other than (a) amounts of Base
Compensation accrued through the date of termination, (b) vested Stock Options
and (c) reimbursement of appropriately documented expenses incurred by Employee
before the termination of employment, to the extent that Employee would have
been entitled to such reimbursement but for the termination of employment. Any
compensation Employee receives from any Company paid for insurance, benefit plan
or policy under which the Employee was covered at the time of his inability, due
to his disability, including but not limited to workers' compensation payments
and payments from a Company disability plan will be deducted from the Company's
Base Compensation payment to Employee.
8. Death. If Employee dies during the Term of Employment, the Term
-----
of Employment and Employee's employment with Company shall terminate as of the
date of Employee's death. Company shall have no obligation to Employee or
Employee's estate for Base Compensation, Annual Bonus, Fringe Benefits or any
other form of compensation or benefit, except as otherwise required by law or by
benefit plans provided at Company expense, other than (a) amounts of Base
Compensation that have accrued through the date of Employee's death, (b) vested
Stock Options and (c) reimbursement of appropriately documented expenses
incurred
-7-
<PAGE>
by Employee before the termination of employment, to the extent that Employee
would have been entitled to such reimbursement but for the termination of
employment.
9. Termination for Cause. Company may terminate Employee's
---------------------
employment relationship with Company at any time for Cause. Upon termination of
Employee under this Section 9, Company shall have no obligation to Employee for
Base Compensation, Annual Bonus, Fringe Benefits, or any other form of
compensation or benefits other than (a) amounts of Base Compensation accrued
through the date of termination, and (b) reimbursement of appropriately
documented expenses incurred by Employee before the termination of employment,
to the extent that Employee would have been entitled to such reimbursement but
for the termination of employment.
10. Termination without Cause.
-------------------------
(a) Company may terminate Employee's employment relationship
with Company at any time without Cause upon thirty (30) days written notice.
Notwithstanding termination of Employee under this Section 10, Company shall
continue to pay Employee's Base Compensation, as such Base Compensation would
have accrued through a seventeen (17) month period following such termination so
long as Employee executes and does not revoke a Separation Agreement and General
Release Agreement acceptable to Company which will be substantially in the form
attached hereto as Exhibit "B".
(b) Employee may terminate his employment with Company for any
or no reason, upon thirty (30) days written notice. If such notice is provided
by Employee, Employer, in its sole discretion, may waive the notice period or
any portion thereof, without pay (Base Compensation, Annual Bonus, etc.) or
Fringe Benefits to Employee for the remaining notice period. The Company shall
then consider the Employee's employment terminated on the date on which Employee
first gave written notice to the Company. Upon termination by Employee of his
employment under the provisions of this Subsection 10(b), the Company shall have
no obligation to Employee for Base Compensation, Annual Bonus, Fringe Benefits
or any other form of compensation or benefits other than (a) amounts of Base
Compensation accrued through the date of termination, and (b) reimbursement of
appropriately documented expenses incurred by Employee before the termination of
employment, to the extent that Employee would have been entitled to such
reimbursement but for his termination of his employment.
(c) Termination of Employee's employment pursuant to Sections 7
through 10 shall release the Company of all its liabilities and obligations
under this Agreement, except as expressly provided in Sections 7 through 10.
Termination of Employee's employment pursuant to this Section shall not,
however, release Employee from Employee's obligations and restrictions as stated
in Sections 11 and 12 of this Agreement.
(d) Employee shall not be entitled to any payment or benefit
under any Company severance plan other than as reflected herein under Section
10, practice or policy, if any, in effect at or after the time of Employee's
termination since this Agreement supersedes all such plans, practices and
policies.
-8-
<PAGE>
11. Company Property. All advertising, sales, manufacturers' and
----------------
other materials or articles or information, including without limitation data
processing reports, computer programs, software, customer information and
records, business records, price lists or information, samples, or any other
materials or data of any kind physically furnished to Employee by Company or
developed by Employee on behalf of Company or at Company's direction or for
Company's use or otherwise in connection with Employee's employment hereunder,
are and shall remain the sole property of Company, including in each case all
copies thereof in any medium, including computer tapes and other forms of
information storage. If Company requests the return of such materials at any
time during or at or after the termination of Employee's employment, Employee
shall deliver all copies of the same to Company immediately.
12. Noncompetition, Trade Secrets, Etc. Employee hereby acknowledges
-----------------------------------
that, during and solely as a result of his employment by Company, Employee will
have access to Confidential Information as that term is defined herein. In
consideration of such special and unique opportunities afforded by Company to
Employee as a result of Employee's employment and the other benefits referred to
within this Agreement, the Employee hereby agrees as follows:
(a) From the date hereof until six (6) months following the
termination of Employee's employment with Company, for any or no reason, whether
initiated by Employee or Company, ("Restricted Period A"), Employee shall not,
for his own benefit or the benefit of any third party, directly or indirectly
engage in (as a principal, shareholder, partner, director, officer, agent,
employee, consultant or otherwise) or be financially interested in any business
operating within the United States or Canada (the "Restricted Area"), which
provides telemarketing services materially the same as the services Company
provides to third parties, or any other business activities which are materially
the same as and which are in direct competition with the Business, or with any
business activities carried on by Company or being planned by Company, at the
time of the termination of Employee's employment, or any other business
activities which are materially the same as the Business for any of the
Company's past, present or prospective clients, customers or accounts; provided
however, nothing contained in this Section 12 shall prevent Employee from
holding for investment less than five percent (5%) of any class of equity
securities of a company whose securities are publicly traded on a national
securities exchange or in a national market system.
(b) From the date hereof until twenty-four (24) months following
the termination of Employee's employment with the Company, for any or no reason,
whether initiated by Employee or Company, ("Restricted Period B"), Employee
shall not, for his own benefit or the benefit of any third party, directly or
indirectly, induce or attempt to influence any employee, customer, independent
contractor or supplier of Company to terminate employment or any other
relationship with Company. During "Restricted Period B", while Employee is still
employed by the Company, Employee shall not, directly or indirectly, disclose or
otherwise communicate to any of the clients, customers or accounts of Company,
its Affiliates or any Subsidiary thereof that he has been terminated, is
considering terminating or has decided to terminate employment with Company.
-9-
<PAGE>
(c) Employee shall not use for Employee's personal benefit, or
disclose, communicate or divulge to, or use for the direct or indirect benefit
of any person, firm, association or company other than Company, any
"Confidential Information" which term shall mean any information regarding the
business methods, business policies, policies, procedures, techniques, research
or development projects or results, historical or projected financial
information, budgets, trade secrets, or other knowledge or processes of or
developed by Company or any names and addresses of customers or clients or any
data on or relating to past, present or prospective Company customers or clients
or any other confidential information relating to or dealing with the business
operations or activities of Company, made known to Employee or learned or
acquired by Employee while in the employ of Company. Confidential Information
shall not include (1) information unrelated to the Company which was lawfully
received by Employee free of restriction from another source having the right to
so furnish such Confidential Information; or (2) information after it has become
generally available to the public without breach of this Agreement by the
Employee; or (3) information which at the time of disclosure to the Employee was
known to the Employee to be free of restriction as evidenced by documentation
from the Company which the Employee possesses, or (4) information which Company
agrees in writing is free of such restrictions. All memoranda, notes, lists,
records, files, documents and other papers and other like items (and all copies,
extracts and summaries thereof) made or compiled by Employee or made available
to Employee concerning the business of Company shall be Company's property and
shall be delivered to Company promptly upon the termination of Employee's
employment with Company or at any other time on request. The foregoing
provisions of this Subsection 12(c) shall apply during and for a period of five
(5) years after Employee is an employee of Company and shall be in addition to
(and not a limitation of) any legally applicable protections of Company's
interest in confidential information, trade secrets and the like. At the
termination of Employee's employment with Company, Employee shall return to
Company all copies of Confidential Information in any medium, including computer
tapes and other forms of data storage.
(d) Any and all writings, inventions, improvements, processes,
procedures and/or techniques which Employee may make, conceive, discover or
develop, either solely or jointly with any other person or persons, at any time
when Employee is an employee of Company, whether or not during working hours and
whether or not at the request or upon the suggestion of Company, which relate to
or are useful in connection with the Business or with any business now or
hereafter carried on or contemplated by Company, including developments or
expansions of its present fields of operations, shall be the sole and exclusive
property of Company. Employee shall make full disclosure to Company of all such
writings, inventions, improvements, processes, procedures and techniques, and
shall do everything necessary or desirable to vest the absolute title thereto in
Company. Employee shall write and prepare all specifications and procedures
regarding such inventions, improvements, processes, procedures and techniques
and otherwise aid and assist Company so that Company can prepare and present
applications for copyright or Letters Patent therefor and can secure such
copyright or Letters Patent wherever possible, as well as reissues, renewals,
and extensions thereof, and can obtain the record title to such copyright or
patents so that Company shall be the sole and absolute owner thereof in all
countries in which it may desire to have copyright or patent protection.
Employee
-10-
<PAGE>
shall not be entitled to any additional or special compensation or reimbursement
regarding any and all such writings, inventions, improvements, processes,
procedures and techniques.
(e) Employee acknowledges that the restrictions contained in the
foregoing Subsections (a), (b), (c) and (d), in view of the nature of the
business in which Company is engaged, are reasonable and necessary in order to
protect the legitimate interests of Company, that their enforcement will not
impose a hardship on Employee or significantly impair Employee's ability to earn
a livelihood, and that any violation thereof would result in irreparable
injuries to Company. Employee and Company acknowledge that, in the event either
party believes the other party has violated any of the terms of this Agreement,
the other party shall be entitled to seek from any court of competent
jurisdiction, without attempting arbitration, preliminary and permanent
injunctive relief.
(f) If the Restricted Periods ("A" or "B") or the Restricted
Area specified in Subsections (a) and (b) above should be adjudged unreasonable
in any proceeding, then the period of time shall be reduced by such amount or
the area shall be reduced by the elimination of such portion or both such
reductions shall be made so that such restrictions may be enforced for such time
and in such area as is adjudged to be reasonable. If Employee violates any of
the restrictions contained in the foregoing Subsections (a) or (b), the relevant
Restricted Period shall be extended by a period equal to the length of time from
the commencement of any such violation until such time as such violation shall
be cured by Employee to the satisfaction of Company. Employee hereby expressly
consents to the jurisdiction of any court within the Eastern District of
Pennsylvania for the purpose of seeking a preliminary or permanent injunction as
described above in Section 12(e), and agrees to accept service of process by
mail relating to any such proceeding. Company may supply a copy of Section 12 of
this Agreement to any future or prospective employer of Employee or to any
person to whom Employee has supplied information if Company determines in good
faith that there is a reasonable likelihood that Employee has violated or will
violate such Section.
13. Prior Agreements. Employee represents to Company that there are
----------------
no restrictions, agreements or understandings, oral or written, to which
Employee is a party or by which Employee is bound that prevent or make unlawful
Employee's execution or performance of this Agreement.
14. Miscellaneous.
-------------
(a) Indulgences, Etc. Neither the failure nor any delay on the
----------------
part of either party to exercise any right, remedy, power or privilege under
this Agreement shall operate as a waiver thereof, nor shall any single or
partial exercise of any right, remedy, power or privilege preclude any other or
further exercise of the same or of any other right, remedy, power or privilege,
nor shall any waiver of any right, remedy, power or privilege with respect to
any occurrence be construed as a waiver of such right, remedy, power or
privilege with respect to any other occurrence. No waiver shall be effective
unless it is in writing and is signed by the party asserted to have granted such
waiver.
-11-
<PAGE>
(b) Controlling Law. This Agreement and all questions relating
---------------
to its validity, interpretation, performance and enforcement (including, without
limitation, provisions concerning limitations of actions), shall be governed by
and construed in accordance with the laws of the Commonwealth of Pennsylvania,
notwithstanding any conflict-of-laws doctrines of such jurisdiction to the
contrary, and without the aid of any canon, custom or rule of law requiring
construction against the draftsman.
(c) Notices. All notices, requests, demands and other
-------
communications required or permitted under this Agreement shall be in writing
and shall be deemed to have been duly given, made and received only when
personally delivered, on the day specified for delivery when deposited with a
recognized national or regional courier service for delivery to the intended
addressee or two (2) days following the day when deposited in the United States
mails, first class postage prepaid, addressed as set forth below:
(i) If to Employee:
Mr. Robert Berwanger
4604 Merchant Square Place
Lansdale, PA 19446
with a copy, given in the manner prescribed above, to:
Richard Thayer
_________________________
_________________________
(ii) If to Company:
RMH Teleservices, Inc.
40 Morris Avenue
Bryn Mawr, PA 19010
Attention: MarySue Lucci
with a copy, given in the manner prescribed above, to:
Jay Dubow, Esquire
Wolf, Block, Schorr and Solis-Cohen LLP
Twelfth Floor Packard Building
111 South 15th Street
Philadelphia, PA 19102-2678
In addition, notice by mail shall be by air mail if posted
outside of the continental United States. Any party may alter the address to
which communications or copies are to be sent by giving notice of such change of
address in conformity with the provisions of this Section for the giving of
notice.
-12-
<PAGE>
(d) Binding Nature of Agreement. This Agreement shall be binding
---------------------------
upon Company and shall inure to the benefit of Company, its present and future
Subsidiaries, Affiliates, successors and assigns including any transferee of the
business operation, as a going concern, in which Employee is employed and shall
be binding upon Employee, Employee's heirs and personal representatives. None of
the rights or obligations of Employee hereunder may be assigned or delegated,
except that in the event of Employee's death or Disability, any rights of
Employee hereunder shall be transferred to Employee's estate or personal
representative, as the case may be. Company may assign its rights and
obligations under this Agreement in whole or in part to any one or more
Affiliates or successors, but no such assignment shall relieve Company of its
obligations to Employee if any such assignee fails to perform such obligations.
(e) Execution in Counterparts. This Agreement may be executed in
-------------------------
any number of counterparts, each of which shall be deemed to be an original as
against any party whose signature appears thereon, and all of which shall
together constitute one and the same instrument. This Agreement shall become
binding when one or more counterparts hereof, individually or taken together,
shall bear the signatures of all of the parties reflected hereon as the
signatories.
(f) Provisions Separable. The provisions of this Agreement are
--------------------
independent of and separable from each other, and no provision shall be affected
or rendered invalid or unenforceable by virtue of the fact that for any reason
any other or others of them may be invalid or unenforceable in whole or in part.
(g) Entire Agreement. This Agreement contains the entire
----------------
understanding among the parties hereto with respect to the employment of
Employee by Company, and supersedes all prior and contemporaneous agreements and
understandings, inducements or conditions, express or implied, oral or written,
except as herein contained. The express terms hereof control and supersede any
course of performance and/or usage of the trade inconsistent with any of the
terms hereof. This Agreement may not be modified or amended other than by an
agreement in writing. Notwithstanding the foregoing, nothing herein shall limit
the application of any generally applicable Company policy, practice, plan or
the terms of any manual or handbook applicable to Company's employees generally,
except to the extent the foregoing directly conflict with this Agreement, in
which case the terms of this Agreement shall prevail.
(h) Section Headings. The Section headings in this Agreement are
----------------
for convenience only; they form no part of this Agreement and shall not affect
its interpretation.
(i) Number of Days. Except as otherwise provided herein, for
--------------
example, in the context of vacation days, in computing the number of days for
purposes of this Agreement, all days shall be counted, including Saturdays,
Sundays and holidays; provided, however, that if the final day of any time
period falls on a Saturday, Sunday or holiday on which federal banks are or may
elect to be closed, then the final day shall be deemed to be the next day which
is not a Saturday, Sunday or such holiday.
-13-
<PAGE>
(j) Gender, Etc. Words used herein, regardless of the number and
-----------
gender specifically used, shall be deemed and construed to include any other
number, singular or plural, and any other gender, masculine, feminine or neuter,
as the context indicates is appropriate.
(k) Dispute Resolution. In the event of any disagreement of any
------------------
nature whatsoever between the parties to this Employment Agreement in any way
relating to this Employment Agreement, except for the ability of the parties to
seek a preliminary or permanent injunction as described above in Sections 12(e)
and (f), which need not be discussed between the parties or arbitrated, the
parties shall meet to attempt to resolve such disagreement. In the event of
their failure to do so within fifteen (15) days or such longer period of time as
shall be mutually agreed upon by the parties, either party may serve notice in
writing upon the other party requesting arbitration, which notice shall specify
in reasonable detail the nature of the dispute. Any arbitration under this
Section shall be held in Philadelphia, Pennsylvania or such other place as shall
be mutually agreed to by the parties, and conducted in accordance with the
procedures set forth hereafter and, to the extent not inconsistent with this
Section, in accordance with the Employment Dispute Resolution Rules of the
American Arbitration Association in effect on the date of this Agreement.
Company shall have the right and remedy to ask the arbitrator to require
Employee to account for any pay over to Company all compensation, profits,
monies, accruals, increments or other benefits derived or received by Employee
as the result of any transactions constituting a breach of Section 12, and
Employee shall account for and pay over such amounts to Company upon the
arbitrator's determination thereof.
(1) Any arbitration under this Section shall be before an
arbitrator who shall be experienced in the area of employment law. The
arbitrator shall be selected by the parties from lists provided by the American
Arbitration Association. The parties agree to exchange all relevant documents
prior to any hearing, and further agree that any dispute over such exchange may
be submitted to the arbitrator for decision, which decision shall be binding on
the parties. The parties further agree to exchange hearing exhibits and
designations of witnesses to be called at the hearing at least ten (10) calendar
days before any hearing as a party may not offer at the hearing as part of its
direct case any witness, evidence or document not so disclosed, unless such
witness(es), evidence or document(s) became available and/or known to the party
who wishes to introduce such witness(es), evidence and/or document(s) within the
ten (10) calendar days prior to the arbitration, and such witness(es), evidence
or document(s) is immediately provided to the arbitrator and the other party.
(2) Within 60 days of the production of all documents,
evidence and witness list as outlined in the preceding section, the arbitrator
shall conduct the arbitration hearing. Each party will have one day to present
its case, unless, upon request the arbitrator determines that more or less time
is appropriate. Within 30 days of the arbitration hearing, the arbitrator shall
render a decision in writing to each party.
(3) Any arbitration award must (i) be rendered in
accordance with applicable law as described in this Employment Agreement and
(ii) be set forth in a written decision which sets forth the reasons (including,
without limitation, the conclusions of fact
-14-
<PAGE>
and/or law) upon which such award is rendered. Judgment upon an arbitration
award may be rendered in any court of competent jurisdiction or application may
be made to any such state or federal court of competent jurisdiction for
judicial acceptance of an order to enforcement of an arbitration award, as the
case may be. Any arbitration award shall be final and binding on the parties.
Once an issue has been arbitrated pursuant hereto, the decision of the
arbitrator shall be res judicata with respect to such issue.
(4) The arbitrator shall have the power to issue subpoenas
compelling testimony and/or the production of documents from any person whether
or not a party hereto, which subpoenas shall be enforceable in all courts of
competent jurisdiction in the Eastern District of Pennsylvania. In addition, the
arbitrator and attorney-of-record shall have the power to request through the
above-mentioned courts of competent jurisdiction the taking of depositions from
any person, not a party or a director, officer, employee or agent of a party,
who cannot be subpoenaed or is unable to attend the arbitration, whose testimony
the arbitrator deems both important and relevant to the resolution of the issues
presented for arbitration.
(5) The cost of the arbitration and all attorney fees shall
be borne by the parties in such proportion as the arbitrator shall direct, with
such arbitrator to give due consideration to the fault of the parties.
(6) Notwithstanding the foregoing, the parties need not
arbitrate any request for preliminary or permanent injunctive relief, may be
brought by either party in any state or federal court in the Eastern District of
Pennsylvania. Such litigation will toll the Restricted Periods beginning on the
alleged date of Employee's violation until the date the dispute is resolved.
(l) Jurisdiction of Courts. Any legal suit, action, claim,
----------------------
proceeding or investigation arising out of or relating to Sections 11 or 12 of
this Agreement may be instituted in any state or federal court in the Eastern
District of Pennsylvania, and each of the parties hereto waives any objection
which party may now or hereafter have to such venue of any such suit, action,
claim, proceeding or investigation, and irrevocably submits to the jurisdiction
of any such court. Any and all service of process and any other notice in any
such suit, action, claim, proceeding or investigation shall be effective against
any party if given by registered or certified mail, return receipt requested, or
by any other means of mail which requires a signed receipt, postage prepaid,
mailed to such party as herein provided. If for any reason such service of
process by mail is ineffective, then (i) Company shall be deemed to have
appointed Jay Dubow, Esquire, Wolf, Block, Schorr and Solis-Cohen LLP, Twelfth
Floor Packard Building, 111 South 15th Street, Philadelphia, Pennsylvania 19102
as the authorized agent of Company to accept and acknowledge, on behalf of
Company service of any and all process which may be served in any such suit,
action, claim, proceeding or investigation; and (ii) Employee shall be deemed to
have appointed Richard E. Thayer, Esquire, as Employee's authorized agent to
accept and acknowledge, on Employee's behalf, service of any and all process
which may be served in any such suit, action, claim, proceeding or
investigation. Nothing herein contained shall be deemed to affect the right of
any party to serve process in any manner permitted by law or to commence
-15-
<PAGE>
legal proceedings or otherwise proceed against any other party in any
jurisdiction other than Pennsylvania.
(m) Survival. All provisions of this agreement which by their
--------
terms survive the termination of Employee's employment with Company, including
without limitation the covenants of Employee set forth in Sections 11 and 12 and
the obligations of Company to make any post-termination payments under this
Agreement, shall survive termination of Employee's employment by Company and
shall remain in full force and effect thereafter in accordance with their terms.
IN WITNESS WHEREOF, the parties have duly executed and delivered this
Agreement in Philadelphia, Pennsylvania as of the date first above written.
RMH TELESERVICES, INC.
By: /s/ MarySue Lucci Hansell
---------------------------------
Name: MarySue Lucci Hansell
Title: President
/s/ Robert Berwanger
---------------------------------
Robert Berwanger
-16-
<PAGE>
ATTACHMENT "A"
--------------
STOCK GRANT
-----------
<PAGE>
ATTACHMENT "B"
--------------
SAMPLE RELEASE AGREEMENT
------------------------
1. In consideration for your General Release and the covenants and
agreements expressed herein and in the Employment Agreement, the Company,
intending to be legally bound, agrees to pay you seventeen (17) months of
severance, less taxes and other deductions required by law, as stated in Section
10a of the attached Employment Agreement. This payment will be made to you
within ____ days after the expiration of the Revocation Period set forth below.
2. In consideration of the receipt of the Company's payment set
forth in Section 10(a) of the attached Employment Agreement, you, intending to
be legally bound, agree to release and forever discharge the Company and its
related or affiliated companies and Subsidiaries, and each of their past,
present and future officers, directors, attorneys, employees, owners and agents,
and their respective successors and assigns (collectively, the "Releasees"),
jointly and severally, from any and all actions, complaints, charges, causes of
action, lawsuits or claims of any kind (collectively, "Claims"), known or
unknown, which you, your heirs, agents, successors or assigns ever had, now have
or hereafter may have against the Releasees arising heretofore out of any
matter, occurrence or event existing or occurring prior to the execution hereof,
including, without limitation: any claims relating to or arising out of your
employment with and/or termination of employment by, the Company and/or any of
its related and/or affiliated companies or Subsidiaries; any claims for unpaid
or withheld wages, severance, benefits, bonuses, commissions and/or other
compensation of any kind; any claims for attorneys' fees, costs or expenses; ANY
CLAIMS OF DISCRIMINATION AND/OR HARASSMENT BASED ON AGE, SEX, RACE, RELIGION,
COLOR, CREED, DISABILITY, HANDICAP, CITIZENSHIP, NATIONAL ORIGIN, ANCESTRY,
SEXUAL PREFERENCE OR ORIENTATION, OR ANY OTHER FACTOR PROHIBITED BY FEDERAL,
STATE OR LOCAL LAW (SUCH AS THE AGE DISCRIMINATION IN EMPLOYMENT ACT, 29 U.S.C.
(S)621 ET. SEQ., TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, THE
--- ----
AMERICANS WITH DISABILITIES ACT, THE PENNSYLVANIA HUMAN RELATIONS ACT, THE CITY
OF PHILADELPHIA'S FAIR PRACTICE ORDINANCE) any claims for retaliation and/or any
whistleblower claims; and/or any other statutory or common law claims, now
existing or hereinafter recognized, including, but not limited to, breach of
contract, libel, slander, fraud, wrongful discharge, promissory estoppel,
equitable estoppel and misrepresentation.
3. The General Release does not apply to any claims to enforce this
Release Agreement or to any claims arising out of any matter, occurrence or
event occurring after the execution of this Release Agreement.
4. You acknowledge and agree that the Company's payment under
Section 1 above is not required by any policy or plan and constitutes adequate
consideration to support this
-1-
<PAGE>
Release Agreement, as well as your covenants and agreements within the
Employment Agreement.
5. You agree and represent that:
(a) You have read carefully the terms of this Release Agreement;
(b) You have had an opportunity to and have been encouraged to
review this Release Agreement with an attorney;
(c) You understand the meaning and effect of the terms of this
Release Agreement;
(d) You were given as much time as you needed to determine
whether you wished to enter into this Release Agreement;
(e) The entry into and execution of this Release Agreement is
your own free and voluntary act without compulsion of any kind;
(f) No promise or inducement not expressed herein has been made
to you; and
(g) You have adequate information to make a knowing and
voluntary waiver.
6. After delivering a signed copy of this Release Agreement to the
Company, attention of the undersigned, you may revoke such acceptance by
delivering a letter of revocation to the Company, attention of the undersigned,
within seven (7) days thereafter (the "Revocation Period"). This Release
Agreement shall become effective on the day following the expiration of the
Revocation Period if you have not exercised the revocation right as indicated in
the preceding sentence. If you exercise the revocation right, neither you nor
the Company shall have any obligation hereunder.
* * *
If you agree with the terms set forth above, please sign this
Agreement indicating that you understand, agree with and intend to be bound by
such terms.
-2-
<PAGE>
We wish you the best in the future.
Sincerely,
By: _________________________________
RMH Teleservices, Inc.
Dated: ______________________________
UNDERSTOOD AND AGREED,
INTENDING TO BE LEGALLY BOUND:
______________________________
Robert Berwanger
______________________________
Date
______________________________
Witness
-3-
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<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> MAR-31-1998
<CASH> 5,981,000
<SECURITIES> 5,932,000
<RECEIVABLES> 7,975,250
<ALLOWANCES> 45,250
<INVENTORY> 0
<CURRENT-ASSETS> 20,410,000
<PP&E> 10,315,000
<DEPRECIATION> 5,648,000
<TOTAL-ASSETS> 25,506,000
<CURRENT-LIABILITIES> 3,290,000
<BONDS> 0
48,638,000
0
<COMMON> 0
<OTHER-SE> (27,161,000)
<TOTAL-LIABILITY-AND-EQUITY> 25,506,000
<SALES> 0
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<EPS-PRIMARY> .03
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