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As filed with the Securities and Exchange Commission on July 2, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NCO GROUP, INC.
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
Pennsylvania 7322 23-2858652
(State or other jurisdiction of (Primary standard industrial (I.R.S. employer
incorporation or organization) classification code number) identification number)
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1740 Walton Road
Blue Bell, Pennsylvania 19422-0987
Telephone (610) 832-1440
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Michael J. Barrist, President and Chief Executive Officer
NCO Group, Inc.
1740 Walton Road
Blue Bell, Pennsylvania 19422-0987
Telephone (800) 220-2274
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Francis E. Dehel, Esquire Henry D. Kahn, Esquire
Blank Rome Comisky & McCauley Lawrence R. Seidman, Esquire
1200 Four Penn Center Plaza Piper & Marbury L.L.P.
Philadelphia, Pennsylvania 19103 36 South Charles Street
Baltimore, Maryland 21201
Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. / /
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ 333-28943
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum Amount of
Title of securities Amount to be offering price aggregate registration
to be registered registered(1) per share offering price(2) fee
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Common Stock, no par value ...... 280,600 $29.50 $8,277,700 $2,509
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(1) Includes 36,600 shares which the Underwriters have a right to purchase to
cover over-allotments, if any.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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EXPLANATORY NOTE
This registration statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended ("Rule 462(b)") to register an additional
280,600 shares of Common Stock of NCO Group, Inc., and includes the registration
statement facing page, this page, the signature page, an exhibit index,
accountants' consents and an Exhibit 5 legality opinion. Pursuant to Rule
462(b), the contents of the registration statement on Form S-1 (File No.
333-28943) of NCO Group, Inc., including the exhibits thereto, are incorporated
by reference into this registration statement. The aggregate number and offering
price of the securities represent less than 20 percent of the maximum aggregate
offering price set forth in the prior registration statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Blue Bell, Pennsylvania, on July 2,
1997.
NCO GROUP, INC.
By: /s/ Michael J. Barrist
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Michael J. Barrist,
Chairman of the Board, President
and Chief Executive Officer
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SIGNATURE TITLE(S) DATE
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/s/ Michael J. Barrist Chairman of the Board, President and July 2, 1997
-------------------------- Chief Executive Officer (principal
Michael J. Barrist executive officer)
* Executive Vice President and Director July 2, 1997
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Charles C. Piola
/s/ Steven L. Winokur Vice President of Finance, Chief July 2, 1997
- - -------------------------- Financial Officer and Treasurer
Steven L. Winokur (principal financial and accounting
officer)
* Senior Vice President, Development July 2, 1997
- - -------------------------- and Director
Bernard R. Miller
* Director July 2, 1997
- - --------------------------
Eric S. Siegel
* Director July 2, 1997
- - --------------------------
Allen F. Wise
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*By: /s/ Michael J. Barrist
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Michael J. Barrist
Attorney-in-Fact
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EXHIBIT INDEX
Exhibit
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5.1 Opinion of Blank Rome Comisky & McCauley.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Arthur Andersen LLP.
24.1 Power of Attorney*
25.1 Consent of Blank Rome Comisky & McCauley (included in the opinion
filed as Exhibit 5.1 hereto)
* Incorporated by reference to the Company's Registration Statement on Form S-1
(No. 333-28943) filed on June 11, 1997.
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Blank Rome Comisky & McCauley
Counselors at Law
Four Penn Center Plaza
Philadelphia, Pennsylvania 19103-2599
215-569-5500
Fax 215-569-5555
July 2, 1997
NCO Group, Inc.
1740 Walton Road
Blue Bell, PA 19422-0987
Re: NCO Group, Inc.
Registration Statement
on Form S-1
Gentlemen:
We have acted as counsel to NCO Group, Inc. (the "Company") in
connection with the Registration Statements on Form S-1 (the "Registration
Statements") being filed by the Company with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended, relating to: (i)
the offer and sale by the Company of 1,444,000 shares of Common Stock, no par
value (the "Common Stock");(ii) the offer and sale by the Selling Shareholders
named in the Registration Statement ("Selling Shareholders") of 1,056,000 shares
of Common Stock; and (iii) the offer and sale by certain Selling Shareholders of
up to 375,000 shares of Common Stock to be purchased at the option of the
Underwriters to cover over-allotments, if any. This opinion is furnished
pursuant to the requirements of Item 601(b)(5) of Regulation S-K.
In rendering this opinion, we have examined only the following
documents: (i) the Company's Amended and Restated Articles of Incorporation and
Bylaws; (ii) the Company's 1995 Amended and Restated Stock Option Plan and the
Company's 1996 Stock Option Plan (collectively, the "Plans") and options to
purchase an aggregate of 50,320 shares of Common Stock (the "Stock Options")
issued pursuant thereto to employees who are Selling Shareholders; (iii) a
Warrant Agreement, dated July 28, 1995, by and between the Company and Mellon
Bank, N.A. and Amendment dated September 5, 1996 (the "Warrant Agreement") and a
Common Stock Purchase Warrant to purchase 175,531 shares of Common Stock (the
"Warrant") issued to APT Holdings Corporation, a Selling Shareholder; (iv) the
Company's $1.0 million Convertible Note dated September 1, 1996 convertible into
76,923 shares of Common Stock (the "Convertible Note") issued to Craig Costanzo,
a Selling Shreholder; (v) resolutions adopted by the Board of Directors relating
to the Stock Options, the Warrant Agreement and the Warrant, the Convertible
Note and the Offering; (vi) the Company's minute book and stock records books
since the date of incorporation of NCO Group, Inc.; and (vii) the
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NCO Group, Inc.
July 2, 1997
Page 2
Registration Statement. We have not performed any independent investigation
other than the document examination described. We have assumed and relied, as to
questions of fact and mixed questions of law and fact, on the truth,
completeness, authenticity and due authorization of all certificates, documents
and records examined and the genuineness of all signatures. This opinion is
limited to the laws of the Commonwealth of Pennsylvania.
Based upon and subject to the foregoing, we are of the opinion that:
(i) 1,444,000 shares of Common Stock which are being offered by the Company
pursuant to the Registration Statements, when sold in the manner and for the
consideration contemplated by the Registration Statements, will be legally
issued, fully paid and non-assessable; (ii) 1,153,757 shares of Common Stock
which are being offered by certain Selling Shareholders pursuant to the
Registration Statements, other than the shares issuable pursuant to the Stock
Options, the Warrant and the Convertible Note, are legally issued, fully paid
and non-assessable; (iii) 50,320 shares of Common Stock which are being offered
by certain Selling Shareholders pursuant to the Registration Statements upon the
exercise of the Stock Options, when acquired by such Selling Shareholders upon
exercise of the Stock Options in the manner contemplated by the Plans and the
Stock Options, including payment of the applicable exercise price therefor, will
be legally issued, fully paid and non-assessable; (iv) 150,000 shares of Common
Stock which are being offered by APT Holdings Corporation pursuant to the
Registration Statements upon the exercise of the Warrant, when acquired by such
Selling Shareholder upon exercise of the Warrant in the manner contemplated by
the Warrant Agreement and the Warrant, including payment of the applicable
exercise price therefor, will be legally issued, fully paid and non-assessable;
and (v) 76,923 shares of Common Stock which are being offered and sold by Craig
Costanzo pursuant to the Registration Statements upon conversion of the
Convertible Note, when acquired by such Selling Shareholder upon conversion of
the Convertible Note in the manner contemplated by the Convertible Note, will be
legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statements and to the reference to our firm under the caption
"Legal Matters" in the Prospectus, which is part of the Registration Statements.
Sincerely,
BLANK ROME COMISKY & McCAULEY
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation herein by reference from the registration
statement on Form S-1 (File No. 333-28943) of: (a) our report dated March 7,
1997, on our audits of the financial statements of NCO Group, Inc. as of
December 31, 1995 and 1996 and for the three years in the period ended December
31, 1996 and (b) our report dated August 20, 1996 on our audits of the financial
statements of Management Adjustment Bureau, Inc. as of December 31, 1994, 1995
and June 30, 1996 and for the three years in the period ended December 31, 1995
and the six months ended June 30, 1996. We also consent to the incorporation
herein by reference to the reference to our firm under the caption "Experts" and
"Selected Financial Data."
Coopers & Lybrand L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
July 2, 1997
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report on
the Collection Division of CRW Financial, Inc.'s balance sheet at December 31,
1996, and the related statements of operations, Division equity and cash flows
for each of the two years in the period ended December 31, 1996, (and to all
references to our Firm) incorporated herein by reference from the registration
statement on Form S-1 (Registration Statement File No. 333-28943).
/s/ Arthur Andersen LLP
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Philadelphia, Pa.
July 2, 1997
