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As filed with the Securities and Exchange Commission on September , 1999
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
---------------
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 $45.50(2) $45,500,000(2) $12,649
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(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 September 16, 1999.
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 (i) Registration Statement on Form S-8 (Registration
No.333-42743) filed with the Commission on December 19, 1997 and (ii)
Registration Statement on Form S-8 (Registration No.333-62131) filed with the
Commission on August 24, 1998.
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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
10.1 Amendment No. 1 to Amended and Restated Stock Option
Plan (1996)
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
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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 September,
1999.
NCO GROUP, INC.
/s/ Michael J. Barrist
By: -------------------------------------
Michael J. Barrist,
Chairman, Chief Executive Officer and
President
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.
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<CAPTION>
SIGNATURE Title(s) Date
- --------------------------------- ------------------------------------------ --------------------
<S> <C> <C>
/s/ Michael J. Barrist
- --------------------------------- Chairman of the Board, President, and September 21, 1999
Michael J. Barrist Chief Executive Officer (principal
executive officer)
/s/ Charles C. Piola, Jr. September 21, 1999
- --------------------------------- Executive Vice President,
Charles C. Piola, Jr. Business Development and Director
/s/ Steven L. Winokur
- --------------------------------- Executive Vice President , Finance; Chief September 21, 1999
Steven L. Winokur Financial Officer and Treasurer (principal
financial and accounting officer)
/s/ Bernard R. Miller
- --------------------------------- Executive Vice President; Divisional Chief September 21, 1999
Bernard R. Miller Executive Officer, Healthcare Services;
and Director
/s/ David E. D'Anna
- --------------------------------- Executive Vice President, Divisional Chief September 21, 1999
David E. D'Anna Executive Officer, Technology-Based
Outsourcing Services; and Director
/s/ Eric S. Siegel
- --------------------------------- Director September 21, 1999
Eric S. Siegel
/s/ Allen F. Wise
- --------------------------------- Director September 21, 1999
Allen F. Wise
/s/ Stuart Wolf
- --------------------------------- Director September 21, 1999
Stuart Wolf
</TABLE>
3
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EXHIBIT INDEX
5.1 Opinion of Blank Rome Comisky & McCauley LLP
10.1 Amendment No. 1 to Amended and Restated Stock Option Plan (1996)
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Blank Rome Comisky & McCauley LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included in Signature Page)
4
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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
September 21, 1999
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
5
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EXHIBIT 10.1
NCO GROUP, INC.
Amendment No.1 to Amended and Restated Stock Option Plan (1996)
---------------------------------------------------------------
WHEREAS, the following amendments to the Amended and Restated Stock Option
Plan (1996) (the "1996 Plan") have been approved by the Board of Directors and
shareholders of NCO Group, Inc. (the "Company");
Now, therefore, the 1996 Plan is hereby amended as follows:
1. Increase In Authorized Shares. The 1996 Plan is amended by amending and
restating the first sentence of Section 2 of the 1996 Plan to read hereinafter
as follows:
"2,717,422 shares of the Company's Common Stock shall be the
aggregate number of shares which may be issued under this Plan."
2. Delegation of Certain Authority to President. The 1996 Plan is amended by
adding a new paragraph (c) to Section 4 of the 1996 Plan as follows:
"(c) The Compensation Committee shall have the authority to delegate to the
President of the Company its duties, powers and authority under the 1996 Plan
subject to such conditions or limitations as the Compensation Committee may
establish; provided, however, that no such delegation shall be made with respect
to participants who are subject to Section 16 of the Securities and Exchange Act
of 1934. The purpose of this paragraph (c) is to permit flexibility and ease of
administration with respect to the 1996 Plan as it relates to non- executive
officers and employees of the Company and its subsidiaries."
3. Continuation of 1996 Plan. Except as set forth above, the
1996 Plan shall continue in full force and effect in accordance with its terms.
Witness the due execution hereof as of May 26, 1999.
NCO GROUP, INC.
By: /s/ Michael J. Barrist
-------------------------------
print name: Michael J. Barrist
print title: Chairman of the Board,
President and
Chief Executive Officer
6
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 18, 1999 relating to the
consolidated financial statements and financial statement schedules, which
appears in NCO Group, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1998. We also consent to the incorporation by reference of our
report dated February 18, 1999, except as to the information presented in Note 3
related to the pooling of interests with JDR Holdings, Inc., for which the date
is March 31, 1999 relating to the consolidated financial statements as restated
for the pooling of interests with JDR Holdings Inc., which appears in the
Current Report on Form 8-K dated June 11, 1999.
PricewaterhouseCoopers LLP
Philadelphia, PA
September 20, 1999
