<PAGE>
As filed with the Securities and Exchange Commission on September [ ], 1999
Registration No. 333-83229-01
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
Post-Effective Amendment
No. 1
On
FORM S-8
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933*
----------------------
NCO GROUP, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Pennsylvania 23-2858652
- ------------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
515 Pennsylvania Avenue
Fort Washington, Pennsylvania 19034
---------------------------------------
(Address of Principal Executive Offices)
Compass International Services Corporation Employee Incentive Compensation Plan
-------------------------------------------------------------------------------
(Full title of plan)
Michael J. Barrist
Chairman of the Board, President and Chief Executive Officer
NCO Group, Inc.
515 Pennsylvania Avenue
Fort Washington, Pennsylvania 19034
(215) 793-9300
Facsimile (215) 793-2908
------------------------------------------
(name, address 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, PA 19103
(215) 569-5500
Facsimile (215) 569-5555
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================ =================== ======================== ======================== =======================
Title Of Each Class Of Amount To Be Proposed Maximum Proposed Maximum Amount of
Securities To Be Registered Registered(1) Offering Price Per Unit Offering Price Registration Fee
- ---------------------------- ------------------- ------------------------ ------------------------ -----------------------
<S> <C> <C> <C> <C>
Common Stock, no par value 215,841 (2) (2) $ (2)
============================ =================== ======================== ======================== =======================
</TABLE>
(1) In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of shares as may
be issued pursuant to stock splits, stock dividends and certain
anti-dilution provisions contained in the Plan.
(2) Not applicable. All filing fees payable in connection with the registration
of the issuance of these securities were paid in connection with the filing
of (a) the Registrant's preliminary proxy materials on Schedule 14A on June
16, 1999, and (b) the Registrant's Form S-4 Registration Statement (No.
333-83229) on July 20, 1999.
* Filed as a Post-Effective Amendment on Form S-8 to such Form S-4
Registration Statement pursuant to the procedure described in Part II under
"Introductory Statement."
<PAGE>
PART I
Information Required in the Section 10(a) Prospectus
The documents containing the information specified in Part I of Form
S-8 will be sent or given to participants in the Compass International Services
Corporation Employee Incentive Compensation Plan referred to as the Plan, as
specified by Rule 428(b)(1) promulgated by the SEC under the Securities Act.
These documents are not being filed with the SEC, but constitute (along
with the documents incorporated by reference into this registration statement in
Item 3 of Part II of this registration statement) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
<PAGE>
PART II
Information Not Required in the Prospectus
Introductory Statement
NCO Group, Inc. hereby amends its registration statement on Form S-4
(No. 333-83229) by filing this Post-Effective Amendment No. 1 on Form S-8 with
respect to up to 215,841 shares of NCO's common stock issuable in connection
with the following plan of Compass International Services Corporation: Compass
International Services Corporation Employee Incentive Compensation Plan,
referred to as the Plan. All 215,841 shares of common stock were previously
included in the registration statement on Form S-4.
On August 20 , 1999, NCO acquired Compass International Services
Corporation by the merger of Cardinal Acquisition Corporation, a wholly-owned
subsidiary of NCO, into Compass, with Compass becoming a wholly-owned subsidiary
of NCO. In consideration of the merger, the stockholders of Compass received a
total of 3,304,360 shares of NCO common stock in exchange for all of the
outstanding shares of capital stock of Compass. Also, as a result of the merger,
each outstanding unexpired option to purchase shares of Compass common stock was
converted into an option to purchase NCO common stock. Each holder of Compass
stock options received a number of NCO stock options equal to the number of
shares of Compass common stock which would have been issued upon exercise of the
Compass stock option immediately before the completion of the merger, multiplied
by 0.23739. Any fractional shares of NCO common stock resulting from this
multiplication were rounded to the nearest whole share. The exercise price for
the NCO stock options equals the exercise price of the Compass stock option for
which the NCO stock option was converted and issued divided by 0.23739. The
exercise price was rounded up to the nearest whole cent. The stock options to be
registered in this registration statement have been assumed by NCO in accordance
with the merger. These options were originally granted to the officers,
employees, directors, and consultants of Compass under the Plan.
The designation of this Post-Effective Amendment No. 1 on Form S-8 as
Registration No. 333-83229-01 denotes that this registration statement relates
only to the common stock issuable pursuant to the Plan, and that this is the
first Post-Effective Amendment No. 1 on Form S-8 to the S-4 filed with respect
to those shares.
Item 3. Incorporation of Certain Documents by Reference.
------------------------------------------------
NCO hereby incorporates by reference in this registration statement the
following documents:
(a) NCO's Annual Report on Form 10-K for the fiscal year ended December
31, 1998; and
(b) All other reports filed by NCO pursuant to Section 13(a) or 15(d)
of the Exchange Act since December 31, 1998; and
(c) The description of NCO's common stock, which is incorporated by
reference from NCO's registration statement on Form 8-A filed with
the SEC on October 29, 1996.
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All documents subsequently filed by NCO with the SEC pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this
registration statement, and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold hereunder, shall be deemed
incorporated by reference into this registration statement and to be a part
hereof from the date of the filing of these documents.
Item 4. Description of Securities.
--------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers.
------------------------------------------
Sections 1741 through 1750 of Subchapter D, Chapter 17, of the
Pennsylvania Business Corporation Law of 1988, referred to as the BCL, contain
provisions for mandatory and discretionary indemnification of a corporation's
directors, officers and other personnel and related matters.
Under Section 1741, subject to certain limitations, a corporation has
the power to indemnify directors and officers under certain prescribed
circumstances against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
an action or proceeding, whether civil, criminal, administrative or
investigative, to which any of them is a party by reason of such person being a
representative, director or officer of the corporation or serving at the request
of the corporation as a representative of another corporation, partnership,
joint venture, trust or other enterprise, if such person acted in good faith and
in a manner such person reasonably believed to be in, or not opposed to, the
best interests of the corporation and, with respect to any criminal proceeding,
had no reasonable cause to believe such person's conduct was unlawful. Under
Section 1743, indemnification is mandatory to the extent that the officer or
director has been successful on the merits or otherwise in defense of any action
or proceeding if the appropriate standards of conduct are met.
Section 1742 provides for indemnification in derivative actions except
in respect of any claim, issue or matter as to which the person has been
adjudged to be liable to the corporation unless and only to the extent that the
proper court determines upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, the person is fairly
and reasonably entitled to indemnity for the expenses that the court deems
proper. Section 1744 provides that, unless ordered by a court, any
indemnification under Section 1741 or 1742 shall be made by the corporation only
as authorized in the specific case upon a determination that the representative
met the applicable standard of conduct, and such determination will be made by
the board of directors (a) by a majority vote of a quorum of directors not
parties to the action or proceeding; (b) if a quorum is not obtainable, or if
obtainable and a majority of disinterested directors so directs, by independent
legal counsel; or (c) by the shareholders.
Section 1745 provides that expenses (including attorneys' fees)
incurred in defending a civil or criminal action or proceeding referred to in
Subchapter 17D of the BCL may be paid by the corporation in advance of the final
disposition of such action or proceeding upon receipt of an undertaking by or on
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behalf of such person to repay such amount if it shall ultimately be determined
that he or she is not entitled to be indemnified by the corporation.
Section 1746 provides generally that, except in any case where the act
or failure to act giving rise to the claim for indemnification is determined by
a court to have constituted willful misconduct or recklessness, the
indemnification and advancement of expenses provided by Subchapter 17D of the
BCL shall not be deemed exclusive of any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of shareholders or disinterested directors or otherwise, both as
to action in such person's official capacity and as to action in another
capacity while holding that office.
Section 1747 grants to a corporation the power to purchase and maintain
insurance on behalf of any person who is or was a representative of the
corporation against any liability incurred by such person in such person's
capacity as a representative of the corporation, director, whether or not the
corporation would have the power to Subchapter 17D of the BCL. Sections 1748 and
1749 extend the indemnification and advancement of expenses provisions contained
in Subchapter 17D of the BCL to successor corporations in fundamental change
transactions and to representatives serving as fiduciaries of employee benefit
plans.
Section 1750 provides that the indemnification and advancement of
expenses provided by, or granted pursuant to, Subchapter 17D of the BCL, shall,
unless otherwise provided when authorized or ratified, continue as to a person
who has ceased to be a representative of the corporation and shall inure to the
benefit of the heirs and personal representative of such person.
NCO's charter and bylaws provide in general that the NCO shall
indemnify its officers and directors to the fullest extent authorized by law.
Item 7. Exemption from Registration Claimed.
------------------------------------
Not Applicable.
Item 8. Exhibits.
---------
The following exhibits are filed as part of this registration statement
or, where so indicated have been previously filed and are incorporated herein by
reference.
Exhibit Number Description
-------------- -----------
5.1 Opinion of Blank Rome Comisky & McCauley LLP
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 on signature page)
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99.1 Compass International Services Corporation Employee
Incentive Compensation Plan (incorporated by referenced to
Compass International Services Corporation's Registration
Statement on Form S-1 filed on April 13, 1998 (Registration
Statement No. 333-50021)).
Item 9. Undertakings.
-------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by section 10(a) (3)
of the Securities Act:
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or S-8 and the information required to
be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to section 13 or section 15(d)
of the Exchange Act that are incorporated by reference in the registration
statement.
(2) That for the purpose of determining any liability under the
Securities Act each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide
offering thereof.
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(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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<PAGE>
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 this Post-Effective Amendment No. 1 on Form S-8
to Form S-4 Registration Statement and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Fort Washington, Pennsylvania, as of September 21, 1999.
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 and resubstitution, for him and in his name, place and
stead, in any and all capacities to sign any and all amendments (including,
without limitation, post-effective amendments) to this registration statement
and any registration statement filed under Rule 462 under the Securities Act of
1933, as amended, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with 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 he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his 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
Post-Effective Amendment No. 1 on Form S-8 to Form S-4 Registration Statement
has been signed by the following persons as of September 21, 1999 in the
capacities indicated:
Signatures Title
---------- ------
/s/ Michael J. Barrist Chairman of the Board, President and
- ------------------------------- Chief Executive Officer
Michael J. Barrist (principal executive officer)
/s/ Charles C. Piola, Jr. Executive Vice President, Business
- ------------------------------ Development; and Director
Charles C. Piola, Jr.
/s/ Steven L. Winokur Executive Vice President, Finance; Chief
- ------------------------------ Financial Officer; and Treasurer (principal
Steven L. Winokur financial officer and principal accounting
officer)
[EXECUTIONS CONTINUED ON FOLLOWING PAGE]
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<PAGE>
/s/ David E. D'Anna Executive Vice President; Divisional
- ----------------------------- Chief Executive Officer, Technology-Based
David E. D'Anna Outsourcing Services; and Director
/s/ Bernard R. Miller Executive Vice President; Divisional
- ----------------------------- Chief Executive Officer,
Bernard R. Miller Healthcare Services; and Director
/s/ Eric S. Siegel Director
- -----------------------------
Eric S. Siegel
/s/ Allen F. Wise Director
- -----------------------------
Allen F. Wise
/s/ Stuart Wolf Director
- -----------------------------
Stuart Wolf
II-7
<PAGE>
EXHIBIT INDEX
5.1 Opinion of Blank Rome Comisky & McCauley LLP
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)
II-8
<PAGE>
EXHIBIT 5.1
Opinion of Blank Rome Comisky & McCauley LLP
September 21, 1999
NCO Group, Inc.
515 Pennsylvania Avenue
Fort Washington, PA 19034
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 215,841 shares of common stock, no par value (the "Common Stock"),
by the Company pursuant to the Compass International Services Corporation
Employee Incentive Compensation 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 Amended and Restated Articles of Incorporation and
Bylaws, (ii) resolutions adopted by the Board of Directors 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
Registrant Statement.
Sincerely,
/s/ BLANK ROME COMISKY & McCAULEY LLP
<PAGE>
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
