<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 4, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COMPLETE BUSINESS SOLUTIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)
MICHIGAN
(State or Other Jurisdiction
of Incorporation or Organization)
7371
(Primary Standard Industrial
Classification Code Number)
38-2606945
(I.R.S. Employer
Identification No.)
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
Butzel Long
150 W. Jefferson, Suite 900
Detroit, MI 48226-4430
(313) 225-7000
DOUGLAS R. NEWKIRK
Sachnoff & Weaver, Ltd.
30 South Wacker Drive, 29th Floor
Chicago, IL 60606
(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] (333-70719)
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
<TABLE>
<CAPTION>
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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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<S> <C> <C> <C> <C>
Common Stock, no par value..................... 920,000 31 7/16 28,520,000 $ 8,040
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</TABLE>
(1) Includes 120,000 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 February 3, 1999.
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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-3 (File No. 333-70719) relating to the offering
of up to 4,600,000 shares of common stock of the Company filed on January 15,
1999, as amended.
CERTIFICATION
The Company hereby certifies to the Commission that it has instructed its
bank to pay the Commission the filing fee of $8,040 for the additional
securities being registered hereby as soon as practicable (but in any event no
later than the close of business on February 5, 1999); 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 February 5, 1999.
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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 New York, NY on February 3, 1999.
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 3rd day of February 3, 1999.
<TABLE>
<CAPTION>
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
* Director
- ---------------------------------------------
Charles W. Costello
* Director
- ---------------------------------------------
William Brooks
* Director
- ---------------------------------------------
Ronald V. Machtley
* Director
- ---------------------------------------------
Jerry L. Stone
*By: /s/ TIMOTHY S. MANNEY
---------------------------------------
Timothy S. Manney
Attorney-in-Fact
</TABLE>
<PAGE> 1
EXHIBIT 5.1
[BUTZEL LONG LETTERHEAD]
Detroit Office
February 3, 1999
Complete Business Solutions, Inc.
32605 West Twelve Mile Road
Farmington Hills, MI 48334-3339
RE: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have acted as counsel to Complete Business Solutions, Inc., a
Michigan Corporation (the "Company "), in connection with the Registration
Statement on Form S-3 (the "Registration Statement") filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended, for the registration of and sale of up to 920,000 shares of common
stock, no par value (the "Shares") of the Company. Approximately 150,000 of the
Shares will be issued and sold by the Company and the remainder will be sold by
existing shareholders of the Company. We have examined the Registration
Statement and the form of the Underwriting Agreement filed with the Commission
as an exhibit to the Registration Statement (the "Underwriting Agreement"). In
addition, we have reviewed such other documents and have made such further
investigations as we have deemed necessary to enable us to express our opinion.
<PAGE> 2
Complete Business Solutions, Inc.
February 3, 1999
Page 2
For purposes of our opinion, we have examined and relied upon such
documents, records, certificates and other instruments as we have deemed
necessary. 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.
We express no opinion as to the applicability of, compliance with or
effect of federal law or the law of any jurisdiction other than the State of
Michigan.
Based upon the foregoing, we are of the opinion that the Shares being
issued by the Company have been duly authorized and, when issued in accordance
with the Underwriting Agreement, will be fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name therein and in the related
prospectus under the caption "Legal Matters." 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 the applicable rules.
This opinion is to be used only in connection with the issuance of the
Shares while the Registration Statement is in effect.
Very truly yours,
/s/ Butzel Long
Butzel Long
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated January 14,
1999, and to all references to our Firm incorporated by reference in this
registration statement.
ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Detroit, Michigan
February 2, 1999
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EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
on Form S-3 of Complete Business Solutions, Inc. of our report dated February 9,
1998 on the balance sheets of c.w. Costello & Associates, inc. as of December
31, 1997 and 1996, and the related statements of operations, shareholders'
equity and of cash flows for each of the three years in the period ended
December 31, 1997 not presented separately herein and to the reference to us
under the heading "Experts" incorporated by reference in this Registration
Statement.
DELOITTE & TOUCHE, LLP LOGO
DELOITTE & TOUCHE LLP
Hartford, Connecticut
February 2, 1999
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EXHIBIT 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Claremont Technology Group, Inc.:
We consent to the use of our report incorporated herein and to the
reference to our Firm under the heading "Experts" on Form S-3 of
Complete Business Solutions, Inc. (No. 33-70719) and incorporated by reference
in this Registration Statement.
KPMG Peat Marwick LLP
Portland, Oregon
February 2, 1999
