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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 19, 1997
REGISTRATION NO. 333-32739
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
COMPLETE BUSINESS SOLUTIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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<S> <C> <C>
MICHIGAN 7371 38-2606945
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Organization) Classification Code Number) Identification No.)
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32605 WEST TWELVE MILE ROAD
SUITE 250
FARMINGTON HILLS, MICHIGAN 48334
(248) 488-2088
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Executive Offices)
------------------------------
RAJENDRA B. VATTIKUTI
PRESIDENT AND CHIEF EXECUTIVE OFFICER
COMPLETE BUSINESS SOLUTIONS, INC.
32605 WEST TWELVE MILE ROAD
SUITE 250
FARMINGTON HILLS, MICHIGAN 48334
(248) 488-2088
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
------------------------------
With Copies to:
ARTHUR DUDLEY, II DOUGLAS R. NEWKIRK
JUSTIN G. KLIMKO J. TODD ARKEBAUER
Butzel Long Sachnoff & Weaver, Ltd.
150 W. Jefferson, Suite 900 30 South Wacker Drive, 29th Floor
Detroit, MI 48226-4430 Chicago, IL 60606
(313) 225-7000 (312) 207-1000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
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 (the "Securities Act"), 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] (333-32739)
If this Form is a post-effective amendment filed pursuant to Rule 434,
please check the following box. [ ]
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 AMOUNT
AMOUNT MAXIMUM MAXIMUM OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE
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Common Stock, no par value..................... 402,500 28 3/4 11,571,875 3,507
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(1) Includes 52,500 shares that are subject to an over-allotment option granted
to the Underwriters.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933 on the basis of the
average high and low prices of the Common Stock on the Nasdaq National
Market on August 19, 1997.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended, by Complete Business Solutions, Inc.
(the "Company") with the Securities and Exchange Commission (the "Commission").
This Registration Statement hereby incorporates by reference the contents of the
Registration Statement on Form S-1 (File No. 333-32739) relating to the offering
of up to 2,587,500 shares of common stock of the Company filed on August 4,
1997, as amended.
CERTIFICATION
The Company hereby certifies to the Commission that it has instructed its
bank to pay the Commission the filing fee of $3,507 for the additional
securities being registered hereby as soon as practicable (but in any event no
later than the close of business on August 20, 1997); that it will not revoke
such instructions; that it has sufficient funds in the relevant account to cover
the amount of the filing fee; and that it undertakes to confirm receipt of such
instructions by the bank on August 20, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Chicago, Illinois on August 19, 1997.
COMPLETE BUSINESS SOLUTIONS, INC.
By: /s/ RAJENDRA B. VATTIKUTI
------------------------------------
Rajendra B. Vattikuti
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on this 19th day of August 1997.
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SIGNATURE TITLE
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<S> <C>
/s/ RAJENDRA B. VATTIKUTI President, Chief Executive Officer and Director
- --------------------------------------------- (Principal Executive Officer)
Rajendra B. Vattikuti
/s/ TIMOTHY S. MANNEY Executive Vice President of Finance and
- --------------------------------------------- Administration, Treasurer and Director (Principal
Timothy S. Manney Financial and Accounting Officer)
* Director
- ---------------------------------------------
Frank D. Stella
* Director
- ---------------------------------------------
Douglas S. Land
* Director
- ---------------------------------------------
John A. Stanley
*By: /s/ RAJENDRA B. VATTIKUTI
---------------------------------------
Rajendra B. Vattikuti
Attorney-in-Fact
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INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
5.1 Opinion of Butzel Long
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Butzel Long (contained in its opinion filed as
Exhibit 5.1 hereto)
24.1* Powers of Attorney
* Incorporated by reference from Exhibit 24.1 to the Company's Registration
Statement on Form S-1 (File No. 333-32739)
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EXHIBIT 5.1
Detroit Office
August 19, 1997
Complete Business Solutions, Inc.
32605 West Twelve Mile Road, Suite 250
Farmington Hills, Michigan 48344
Ladies and Gentlemen:
You have requested our opinion in connection with the above-captioned
Registration Statement on Form S-1 to be filed by Complete Business Solutions,
Inc., a Michigan corporation (the "Company"), with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (the "Act"), and
the rules and regulations promulgated thereunder (the "Rules"). The
Registration Statement relates to the offering of up to 402,500 shares (the
"Shares") of common stock (the "Common Stock").
We have examined such records and documents and have made such
examination of law as we considered necessary to form a basis for the opinions
set forth herein. In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
the conformity with the originals of all documents submitted to us as copies
thereof.
Based upon such examination and subject to the foregoing, it is our
opinion that the Common Stock has been duly authorized and when issued,
delivered and paid for in the manner described in such Underwriting Agreement,
will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In doing so, we do not admit that we are in the
category of persons whose consent is required under Section 7 of the Act or
under the Rules.
Very truly yours,
/s/ Butzel Long
-----------------
Butzel Long
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Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-1 of
Complete Business Solutions, Inc. for the registration of an additional 350,000
shares (402,500 shares if the overallotment is exercised) of its common stock of
our report dated January 29, 1997 (except with respect to the matter discussed
in Note 13, as to which the date is February 11, 1997), of the consolidated
financial statements of Complete Business Solutions, Inc. for the year ended
December 31, 1996 and to all references to our Firm included in the
Registration Statement on Form S-1 of Complete Business Solutions, Inc. (No.
333-32739) and incorporated by reference in this Registration Statement.
/s/ Arthur Andersen LLP
Detroit, Michigan,
August 19, 1997.
