<PAGE>
As filed with the Securities and Exchange Commission, via EDGAR, on July 7,
2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
under
The Securities Act of 1933
RMH Teleservices, Inc.
-------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2250564
-------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
40 Morris Avenue, Bryn Mawr, PA 19010
------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
RMH Teleservices, Inc.
1996 Stock Incentive Plan Amended and Restated
----------------------------------------------
(Full title of the plan)
John A. Fellows
Chief Executive Officer and President
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 LLP
1650 Arch Street
Philadelphia, PA 19103
(215) 977-2000
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum Amount of
Securities to be Amount to be Offering Price Aggregate Registration
Registered Registered(1) Per Share(2) Offering Price Fee(1)
---------------- ------------- --------------- -------------- ------------
<S> <C> <C> <C> <C>
Common Stock, no par
value................ 500,000 $14.50 $7,250,000 $1,914
-----------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement also covers such additional
shares as may hereafter be offered or issued to prevent dilution resulting
from stock splits, stock dividends, recapitalizations or certain other
capital adjustments.
(2) Calculated pursuant to Rule 457(h) under the Securities Act based upon the
average of the high and low prices of the Registrant's Common Stock on July
3, 2000 as quoted on the Nasdaq National Market.
--------------------------------------------------------------------------------
<PAGE>
INCORPORATION BY REFERENCE
Pursuant to General Instruction E of Form S-8 under the Securities
Act, the contents of the Registrant's Registration Statement on Form S-8
(Commission File No. 333-58785) are incorporated herein by reference.
<PAGE>
SIGNATURES AND POWER OF ATTORNEY
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 this 30th day of June, 2000.
RMH TELESERVICES, INC.
By: /s/ John A. Fellows
_____________________________________
John A. Fellows
Chief Executive Officer and President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John A. Fellows the undersigned's true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for the undersigned and in the undersigned's name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement (including, without limitation, post-effective amendments
to this Registration Statement), and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto either of said attorneys-in-fact and agents
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that either of said attorneys-in-fact and agents,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities with the Registrant indicated, on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Herbert Kurtz Chairman of the Board June 30, 2000
------------------------------
Herbert Kurtz
/s/ John A. Fellows Chief Executive Officer, June 30, 2000
------------------------------ President and Director
John A. Fellows (Principal Executive Officer)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Noah Asher Chief Financial Officer June 30, 2000
------------------------------------- (Principal Financial and
Noah Asher Accounting Officer)
/s/ David P. Madigan Director June 30, 2000
-------------------------------------
David P. Madigan
/s/ Jeffrey Jensen Director June 30, 2000
-------------------------------------
Jeffrey Jensen
/s/ Greg Lakin Director June 30, 2000
-------------------------------------
Greg Lakin
</TABLE>
<PAGE>
RMH TELESERVICES, INC.
1996 STOCK INCENTIVE PLAN
AMENDED AND RESTATED
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
Exhibit No. Document
----------- --------
4 RMH Teleservices, Inc. 1996 Stock Incentive Plan
Amended and Restated.
5 Opinion of Wolf, Block, Schorr and Solis-Cohen LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Wolf, Block, Schorr and Solis-Cohen LLP.
(Contained in Exhibit 5.)
24 Power of Attorney. (Included on signature pages of
this Registration Statement.)
