As filed with the Securities and Exchange Commission on February 14, 1997
Registration No. 333-______
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
Registration Statement
Under The Securities Act of 1933
THE JUDGE GROUP, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Pennsylvania 6719 23-1726661
- ------------------------------- ---------------------------- ----------------------
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation of Organization) Classification Code Number) Identification Number)
</TABLE>
Two Bala Plaza, Suite 800, Bala Cynwyd, Pennsylvania 19004, (610) 667-7700
- -------------------------------------------------------------------------------
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Martin E. Judge, Jr., Chief Executive Officer, The Judge Group, Inc.
Two Bala Plaza, Suite 800, Bala Cynwyd, Pennsylvania 19004, (610) 667-7700
- -------------------------------------------------------------------------------
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Robert H. Strouse, Esq.
Drinker Biddle & Reath
1000 Westlakes Drive, Suite 300
Berwyn, Pennsylvania 19312
(610) 993-2200
Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effective date of this Registration Statement and
concurrent with the Public Offering by Judge Group as described herein.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================================================================
Title of
Each Class of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share (1) Offering Price (1) Fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares 75,000 $11 $825,000 $250.00
================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
EXPLANATORY STATEMENT
This registration statement is being filed pursuant to Rule 462(b). The
contents of Registration Statement No. 333-13753, which was declared effective
by the Securities and Exchange Commission on December 23, 1996, is hereby
incorporated by reference in its entirety.
<PAGE>
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 the Town of Bala Cynwyd,
Commonwealth of Pennsylvania, on the 14th day of February, 1997.
THE JUDGE GROUP, INC.
By: /s/ Martin E. Judge, Jr.
-------------------------
Martin E. Judge, Jr.
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Martin E. Judge, Jr. Chief Executive February 14, 1997
- ---------------------------- Officer and Chairman of
Martin E. Judge, Jr. the Board
(Principal Executive Officer)
/s/ Jeffrey J. Andrews Chief Financial Officer February 14, 1997
- ---------------------------- and Treasurer
Jeffrey J. Andrews
(Principal Financial and
Accounting Officer)
/s/ Michael A. Dunn Executive Vice President and February 14, 1997
- ---------------------------- Director
Michael A. Dunn
/s/ Richard T. Furlano President and Director February 14, 1997
- -----------------------------
Richard T. Furlano
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Document
------ -----------------------
5.1 Opinion of Drinker Biddle & Reath.
8.1 Tax Opinion of Drinker Biddle & Reath.
23.1 Consent of Drinker Biddle & Reath (included in their opinion filed
as Exhibits 5.1 and 8.1).
23.2 Consent of Rudolph, Palitz LLP.
23.3 Consent of Janney Montgomery Scott, Inc.
February 14, 1997
The Judge Group, Inc.
Two Bala Plaza - Suite 800
Bala Cynwyd, PA 19004
Re: Registration Statement on Form S-4 of up to 1,198,747
shares of Common Stock, par value $.01 per share
Ladies and Gentlemen:
In connection with the registration statement under the Securities Act
of 1933, as amended (the "Securities Act"), by The Judge Group, Inc., a
Pennsylvania corporation (the "Company") of up to 1,198,747 shares (the
"Shares") of its Common Stock, par value $.01 per share, the following opinion
is furnished to you to be filed with the Securities and Exchange Commission (the
"Commission") as Exhibit 5.1 to the Company's registration statement on Form S-4
(the "Registration Statement"). The Registration Statement will be filed with
the Commission pursuant to Rule 462(b) of the Securities Act. It incorporates by
reference the registration statement on Form S-4 (File No. 333-13753) which was
declared effective by the Commission on December 23, 1996 (the "Original
Registration Statement"). The Shares will be issued as consideration under the
Agreement and Plan of Merger, dated October 4, 1996, by and among the Company,
Judge Imaging Systems, Inc. ("JIS") and the Company's wholly-owned subsidiary,
Judge Acquisition, Inc.
We have acted as counsel to the Company in connection with the
preparation and filing with the Commission of the Registration Statement and the
Original Registration Statement, and we have examined the originals or copies,
certified or otherwise identified to our satisfaction, of the Amended and
Restated By-laws of the Company, resolutions of the Company's Board of Directors
and shareholders, and such other documents and corporate records relating to the
Company and the issuance of the Offered Shares as we have deemed appropriate.
This opinion is based exclusively on the laws of the Commonwealth of
Pennsylvania.
On the basis of the foregoing, we are of the opinion that the Common
Shares have been duly and validly authorized for issuance and, when issued in
the manner described in the Registration Statement, will have been duly and
validly issued, fully paid and non-assessable by the Company under the laws of
the Commonwealth of Pennsylvania.
We hereby consent to the reference to our firm under the caption "Legal
Matters" in the prospectus included in the Registration Statement and to the
filing of this opinion as an exhibit to the Registration Statement. This does
not constitute a consent under Section 7 of the Securities Act of 1933 since we
have not certified any part of the Registration Statement and do not
<PAGE>
otherwise come within the categories of persons whose consent is required under
Section 7 or the rules and regulations of the Securities and Exchange
Commission.
Very truly yours,
/s/ Drinker Biddle & Reath
----------------------
DRINKER BIDDLE & REATH
February 14, 1997
The Judge Group, Inc.
Two Bala Plaza - Suite 800
Bala Cynwyd, PA 19004
Re: Agreement and Plan of Merger, dated October 1, 1966, by
and among Judge Imaging Systems, Inc., The Judge Group,
Inc., and Judge Acquisition,Inc.
Dear Sirs:
You have asked us, as special counsel to The Judge Group, Inc.
("Judge"), for our opinion regarding certain Federal income tax consequences to
Judge, Judge Imaging Systems ("JIS"), and Judge Acquisition, Inc.
("Acquisition"), and their shareholders of the proposed merger pursuant to the
Agreement and Plan of Merger (the "Agreement"), dated as of October 1, 1996, by
and among JIS, Judge, and Acquisition.
JIS is a Delaware corporation. Judge is a Pennsylvania corporation.
Acquisition is a Delaware corporation and a wholly owned subsidiary of Judge.
JIS, Judge and Acquisition have entered into the Agreement providing for the
merger of JIS with and into Acquisition, with Acquisition continuing as a
surviving corporation and as a wholly owned subsidiary of Judge, subject to the
approval of the shareholders of JIS (the "Merger"). Consummation of the Merger
is subject to the satisfaction of certain conditions, including, among other
things, the completion by Judge of an initial public offering of shares of its
common stock, pursuant to the Securities Act of 1933, as amended (the
"Securities Act").
For purposes of this opinion, we have relied on certain written
representations of officers of Judge and JIS, copies of which are attached
hereto, and have assumed such representations to be true.
Based upon the Internal Revenue Code of 1986, as amended (the "Code")
applicable Treasury Department regulations in effect as of the date hereof,
current published administrative positions of the Internal Revenue Service
contained in revenue rulings and procedures, and judicial
<PAGE>
decisions, and upon the information contained in the documents provided to us by
you (including the Proxy Statement and the Plan), and representations described
above, it is our opinion for Federal income tax purposes that:
(i) The merger of JIS with and into Acquisition will constitute a
reorganization within the meaning of section 368(a)(1)(A) and
section 368(a)(2)(D) of the Code, and Judge, Acquisition and JIS
each will be "a party to the reorganization" within the meaning of
section 368(b) of the Code;
(ii) No gain or loss will be recognized to JIS stockholders upon
receipt of shares of Judge Common Stock in exchange for their
shares of JIS Common Stock or JIS Series A Preferred Stock
pursuant to the Merger;
(iii) To the extent that they hold their shares of JIS Common Stock
and/or JIS Series A Preferred Stock as capital assets, JIS
stockholders receiving cash (i) as a result of the exercise of
dissenters' rights or (ii) in lieu of fractional shares of JIS
Common Stock and/or JIS Series A Preferred Stock will recognize
capital gain, if any, on the exchange to the extent that the cash
so received exceeds the basis allocable to such shares (provided
that the receipt of cash is not "substantially equivalent to a
dividend" by reason of such stockholders' pre-existing direct or
constructive ownership of Judge Common Stock, if any);
(iv) Each JIS stockholder's basis in shares of Judge Common Stock
received in the Merger will equal his basis in shares of JIS Common
Stock and/or JIS Series A Preferred Stock exchanged therefor; and
(v) To the extent that they hold their shares of JIS Common Stock
and/or JIS Series A Preferred Stock as capital assets, JIS
stockholders will include the holding period for the shares of JIS
Common Stock and/or JIS Series A Preferred Stock surrendered in the
Merger in their holding period of shares of Judge Common Stock
received in the Merger.
This opinion represents our best legal judgment, but it has no binding
effect or official status of any kind, and no assurance can be given that
contrary positions may not be taken by the Internal Revenue Service or a court
concerning the issues. We express no opinion relating to any Federal income tax
matter except on the basis of the facts described above. Additionally, we
express no opinion on the tax consequences under foreign, state or local laws.
In issuing our opinion, we have relied solely upon existing provisions of the
Code, existing and proposed regulations thereunder, and current administrative
positions and judicial decisions. Such laws, regulations, administrative
positions and judicial decisions are subject to change at any time. Any such
change could affect the validity of the opinion set forth above. Also, future
changes in federal income tax laws and the interpretation thereof can have
retroactive effect.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
registration statement on Form S-4 (the "Registration Statement") relating to
Judge's issuance of up to 1,198,747 shares of its Common Stock, par value $.01,
pursuant to the Agreement and to the references to our firm under the caption
"Information Relating to the Proposed Reorganization -- Federal Income Tax
Consequences" in the Proxy Statement. The Registration Statement will be filed
with the Securities and Exchange Commission (the "Commission") pursuant to Rule
462(b) of the Securities Act of 1933, as amended, and incorporates by reference
the registration statement on Form S-4 (File No. 333-13753) which was declared
effective by the Commission on December 23, 1996. This does not constitute a
consent under section 7 of the Securities Act, and in consenting to such
references to our firm we have not certified any part of the Registration
Statement and do not otherwise come within the categories of persons whose
consent is required under section 7 or under the rules and regulations of the
SEC issued thereunder.
Very truly yours,
/s/ Drinker Biddle & Reath
----------------------
DRINKER BIDDLE & REATH
CONSENT OF INDEPENDENT AUDITORS
To the Board of Directors
The Judge Group, Inc.
Bala Cynwyd, Pennsylvania
We consent to the use of our reports included herein and to the references
to our Firm under the heading "Experts" and "Selected Consolidated Financial
Data of The Judge Group, Inc." in the Proxy Statement/Prospectus.
/s/ Rudolph, Palitz LLP
RUDOLPH, PALITZ LLP
Plymouth Meeting, Pennsylvania
February 14, 1997
CONSENT OF JANNEY MONTGOMERY SCOTT INC.
We hereby consent to the use of our opinion letter dated September 4, 1996 to
the Board of Directors of Judge Imaging Systems, Inc. and to the references to
our firm in the Proxy Statement/Prospectus which forms a part of the
Registration Statement on Forms S-1 and S-4 relating to the proposed merger of
Judge Imaging Systems, Inc. with and into The Judge Group, Inc.
In giving this consent, we do not admit that we come within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations of the Securities and Exchange
Commission promulgated thereunder.
/s/ Janney Montgomery Scott
Janney Montgomery Scott Inc.
February 14, 1997
