<PAGE>
As filed with the Securities and Exchange Commission on August 24, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NCO GROUP, INC.
(Exact name of Registrant as specified in its charter)
Pennsylvania 23-2858652
- --------------------------------- ------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification number)
515 Pennsylvania Avenue, Ft. Washington, Pennsylvania 19422
(Address of Principal Executive Offices) (Zip Code)
1996 STOCK OPTION PLAN
(Full title of the plan)
Michael J. Barrist, President and Chief Executive Officer
NCO Group, Inc
515 Pennsylvania Avenue
Ft. Washington, Pennsylvania 19422
(215) 793-9300
(Name, address, including zip code and telephone number,
including area code, of agent for service)
Copies of Communications To:
Francis E. Dehel, Esquire
Blank Rome Comisky & McCauley LLP
One Logan Square
Philadelphia, Pennsylvania 19103
(215) 569-5500
Fax: (215) 569-5555
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================================
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 fee
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value ........... 1,000,000 shares $22.172 (2) $22,172,000 (2) $6,541
=========================================================================================================================
</TABLE>
(1) Plus such indeterminable number of shares as may be issued pursuant to
certain anti-dilution provisions contained in the Plan.
(2) Pursuant to Rule 457(h), based upon the price at which stock options
covered by this Registration Statement may be exercised and, in the case
where such price is not known, upon the average of the high and low sale
prices of the Common Stock, reported on the Nasdaq National Market on
August 20, 1998.
Rule 429 Legend: The prospectus which will be used in connection with sale of
the securities covered by this Registration Statement issued pursuant to the
1996 Stock Option Plan will also be used in connection with the sale of
securities covered by Registration Statement on Form S-8 (Registration
No.333-42743) filed with the Commission on December 19, 1997.
<PAGE>
The purpose of this Registration Statement is to register an
additional 1,000,000 shares of common stock for issuance pursuant to the
Registrant's 1996 Stock Option Plan as a result of an amendment to such Plan.
Pursuant to General Instruction E to Form S-8, the contents of Registration
Statement No. 333-42743, filed with the Securities and Exchange Commission
("Commission") on December 19, 1997, are incorporated herein by reference.
Item 8. Exhibits
The following exhibits are filed as part of this Registration
Statement.
Exhibit No. Description
----------- -----------
5.1 Opinion of Counsel regarding legality
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Counsel (included as part of Exhibit 5.1)
24.1 Power of Attorney (included on page 3)
-2-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all 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 Ft. Washington, Pennsylvania, on the 21st day of
August, 1998.
NCO GROUP, INC.
By: /s/ Michael J. Barrist
------------------------------------------------
Michael J. Barrist,
Chairman of the Board, President and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael J. Barrist and Steven L.
Winokur, and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution or resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documentation in connection therewith, as well as any related
registration statement (or amendment thereto) filed pursuant to Rule 462(b)
promulgated under the Securities Act of 1933 with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to enable NCO Group, Inc. to comply with the provisions of the
Securities Act of 1933 and all requirements of the Securities and Exchange
Commission, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, 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, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE Title(s) Date
- ----------------------------------------- -------------------------------------------- ------------------------------
<S> <C> <C>
/s/ Michael J. Barrist Chairman of the Board, President and August 21, 1998
- ----------------------------------------- Chief Executive Officer (principal
Michael J. Barrist executive officer)
/s/ Charles C. Piola Executive Vice President and Director August 21, 1998
- -----------------------------------------
Charles C. Piola
/s/ Steven L. Winokur Executive Vice President, Finance, Chief August 21, 1998
- ----------------------------------------- Financial Officer and Treasurer (principal
Steven L. Winokur financial and accounting officer)
/s/ Bernard R. Miller Executive Vice President, Development and August 21, 1998
- ----------------------------------------- Director
Bernard R. Miller
/s/ Eric S. Siegel Director August 21, 1998
- -----------------------------------------
Eric S. Siegel
/s/ Allen F. Wise Director August 21, 1998
- -----------------------------------------
Allen F. Wise
</TABLE>
-3-
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EXHIBIT 5.1
Blank Rome Comisky & McCauley LLP
Counselors at Law
One Logan Square
Philadelphia, Pennsylvania 19103-6998
215-569-5500
Fax 215-569-5555
August 21, 1998
NCO Group, Inc.
515 Pennsylvania Avenue
Ft. Washington, Pennsylvania 19422
Re: NCO Group, Inc.
Registration Statement on Form S-8
----------------------------------
Gentlemen:
We have acted as counsel to NCO Group, Inc. (the "Company") in connection
with the Registration Statement on Form S-8 (the "Registration Statement")
filed by the Company with the Securities and Exchange Commission pursuant to
the Securities Act of 1933, as amended, relating to the offer and sale of up
to 1,000,000 shares of common stock, no par value (the "Common Stock"), by the
Company pursuant to the 1996 Stock Option Plan (the "Plan"). 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 Restated and Amended Articles of Incorporation and Bylaws,
(ii) resolutions adopted by the Board of Directors and shareholders of the
Company, (iii) the Registration Statement and (iv) the Plan. We have not
performed any independent investigation other than the document examination
described. Our opinion is therefore qualified in all respects by the scope of
that document examination. 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 the
shares of Common Stock of the Company which are being offered and sold by the
Company pursuant to the Registration Statement and the Plan, when sold in the
manner and for the consideration contemplated by the Registration Statement
and the Plan, will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Sincerely,
/s/ BLANK ROME COMISKY & McCAULEY LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
NCO Group, Inc. on Form S-8 of our report dated March 6, 1998, on our audits
of the consolidated financial statements of NCO Group, Inc. as of December 31,
1997 and 1996 and for the years ended December 31, 1997, 1996, and 1995, which
report is included in NCO Group, Inc.'s 1997 Annual Report on Form 10-K.
PricewaterhouseCoopers LLP
2400 Eleven Penn Center
Philadelphia, Pennsylvania
August 18, 1998
