<PAGE> 1
As filed with the Securities and Exchange Commission on September 30, 1997
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
-----------------------
AHL SERVICES, INC.
(Exact name of registrant as specified in its charter)
GEORGIA 58-2277249
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3353 PEACHTREE ROAD, NE
SUITE 1120, NORTH TOWER
ATLANTA, GEORGIA 30326
(Address, including zip code, of registrant's principal executive offices)
AHL SERVICES, INC. 1997 STOCK INCENTIVE PLAN
AHL SERVICES, INC. EXECUTIVE OPTIONS
(Full title of plans)
FRANK A. ARGENBRIGHT, JR.
CHAIRMAN AND CO-CHIEF EXECUTIVE OFFICER
3353 PEACHTREE ROAD, NE
SUITE 1120, NORTH TOWER
ATLANTA, GEORGIA 30326
(404) 267-2222
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
COPIES TO:
JEFFREY M. STEIN, ESQ.
KING & SPALDING
191 PEACHTREE STREET
ATLANTA, GEORGIA 30303-1763
(404) 572-4600
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum Amount of
Amount to Offering Price Aggregate Registration
Title of Securities to be Registered be Registered Per Share(1) Offering Price(1) Fee
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share . . 1,100,000 $18.03125 $19,834,375 $6,010.42
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(h) on the basis of the high and low prices of Common
Stock of AHL Services, Inc. on September 23, 1997.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been previously filed by the Registrant with
the Securities and Exchange Commission (the "Commission") and are incorporated
by reference in this Registration Statement:
(a) The Registrant's Prospectus dated March 27, 1997;
(b) The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1997 and June 30, 1997; and
(c) The description of the Registrant's common stock, par value
$.01 per share ("Common Stock"), contained in the Registration Statement
on Form 8-A, dated March 25, 1997, filed under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), including any amendment or
report filed for the purpose of updating such description.
In addition, all documents filed by the Registrant subsequent to the date
of this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act and prior to the filing of a post-effective amendment to
this Registration Statement that indicates that all securities offered
hereunder have been sold or that deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference in this Registration
Statement and to be a part of this Registration Statement from the date of
filing of such documents.
Item 4. Description of Securities.
Inapplicable.
Item 5. Interest of Named Experts and Counsel.
Inapplicable.
Item 6. Indemnification of Directors and Officers.
The Georgia Business Corporation Code permits a corporation to eliminate
or limit the personal liability of a director to the corporation or its
shareholders for monetary damages for breach of duty of care or other duty as a
director, provided that no provision shall eliminate or limit the liability of
a director: (A) for any appropriation, in violation of his duties, of any
business opportunity of the corporation; (B) for acts or omissions which
involve intentional misconduct or a knowing violation of law; (C) for unlawful
corporate distributions; or (D) for any transaction from which the director
received an improper personal benefit. This provision pertains only to
breaches of duty by directors in their capacity
<PAGE> 3
as directors (and not in any other corporate capacity, such as officers) and
limits liability only for breaches of fiduciary duties under Georgia corporate
law (and not for violation of other laws, such as the federal securities laws).
The Registrant's Restated and Amended Articles of Incorporation (the "Restated
Articles") exonerate the Registrant's directors from monetary liability to the
extent permitted by this statutory provision.
The Registrant's Bylaws (the "Bylaws") also provide that the Registrant
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (including any action
by or in the right of the Registrant), by reason of the fact that such person
is or was a director or officer of the Registrant, or is or was serving at the
request of the Registrant as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including reasonable attorneys' fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, 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 Registrant (and with respect to any criminal action or
proceeding, if such person had no reasonable cause to believe such person's
conduct was unlawful), to the maximum extent permitted by, and in the manner
provided by, the Georgia Business Corporation Code. In addition, the Bylaws
provide that the Registrant will advance to its directors or officers
reasonable expenses of any such proceeding.
Notwithstanding any provisions of the Registrant's Restated Articles and
Bylaws to the contrary, the Georgia Business Corporation Code provides that the
Registrant shall not indemnify a director or officer for any liability incurred
in a proceeding in which the director is adjudged liable to the Registrant or
is subjected to injunctive relief in favor of the Registrant: (1) for any
appropriation, in violation of his duties, of any business opportunity of the
Registrant; (2) for acts or omissions which involve intentional misconduct or a
knowing violation of law; (3) for unlawful corporate distributions; or (4) for
any transaction from which the director or officer received an improper
personal benefit.
The Registrant has purchased insurance with respect to, among other
things, any liabilities that may accrue under the statutory provisions referred
to above.
Item 7. Exemption from Registration Claimed.
Inapplicable.
Item 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit Description
- ------- -----------
<S> <C>
4.1 Restated and Amended Articles of Incorporation of Registrant
(incorporated by reference to Exhibit 2 of Registrant's
Registration Statement on Form 8-A dated March 25, 1997).
4.2 Bylaws of Registrant (incorporated by reference to Exhibit 3
of Registrant's Registration Statement on Form 8-A dated March
25, 1997).
5.1 Opinion of King & Spalding regarding legality of shares being
registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of King & Spalding (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
</TABLE>
-2-
<PAGE> 4
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(a) (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 this 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 this
Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference in this
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 a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) 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 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 this Registration Statement
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.
(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 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.
-3-
<PAGE> 5
EXPERTS
The financial statements incorporated in this Registration Statement by
reference to the Prospectus dated March 27, 1997 have been so incorporated in
reliance on the report of Arthur Andersen LLP, independent accountants, given
on the authority of said firm as experts in auditing and accounting in giving
said report.
-4-
<PAGE> 6
SIGNATURES
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 on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on this 30th day of
September, 1997.
AHL SERVICES, INC.
By: /s/ Frank A. Argenbright, Jr.
----------------------------
Frank A. Argenbright, Jr.
Chairman and Co-Chief Executive
Officer
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Frank A. Argenbright, Jr., Edwin R. Mellett and
David L. Gamsey and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for such person and
in his name, place and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and to file the same with all
exhibits thereto and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully and 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, and any of them, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on September 30, 1997.
<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C>
/s/ Frank A. Argenbright, Jr. Chairman and Co-Chief Executive
- ------------------------------------- Officer (Principal Executive Officer)
Frank A. Argenbright, Jr.
/s/ Edwin R. Mellett Vice Chairman and Co-Chief
- ------------------------------------- Executive Officer
Edwin R. Mellett
/s/ David L. Gamsey Chief Financial Officer (Principal
- ------------------------------------- Financial and Principal Accounting
David L. Gamsey Officer)
/s/ Hamish Leslie Melville Director
- -------------------------------------
Hamish Leslie Melville
/s/ Robert F. McCullough Director
- -------------------------------------
Robert F. McCullough
</TABLE>
-5-
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description Page
- ------- ----------- ----
<S> <C> <C>
4.1 Restated and Amended Articles of Incorporation of Registrant
(incorporated by reference to Exhibit 2 of Registrant's
Registration Statement on Form 8-A dated March 25, 1997.
4.2 Bylaws of Registrant (incorporated by reference to
Exhibit 3 of Registrant's Registration Statement on Form
8-A dated March 25, 1997.
5.1 Opinion of King & Spalding regarding legality of shares being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of King & Spalding (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
</TABLE>
<PAGE> 1
EXHIBIT 5.1
OPINION OF KING & SPALDING
REGARDING LEGALITY OF SHARES BEING REGISTERED
<PAGE> 2
404/572-4600 404/572-5100
September 30, 1997
AHL Services, Inc.
3353 Peachtree Road, NE
Atlanta, Georgia 30326
Re: AHL Services, Inc. -- Form S-8 Registration Statement
Ladies and Gentlemen:
We have acted as counsel for AHL Services, Inc., a Georgia corporation
(the "Company"), in connection with the preparation of a Registration Statement
on Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission. The Registration Statement relates to (i) 385,000 shares
of the Company's common stock, par value $.01 per share, to be issued upon the
exercise of options granted pursuant to the AHL Services, Inc. 1997 Stock
Incentive Plan (the "Stock Incentive Plan") and (ii) 715,000 shares of the
Company's common stock, par value $.01 per share, to be issued upon the
exercise of options granted pursuant to certain employment agreements by and
between certain executive officers of the Company and the Company (together
with the Stock Incentive Plan, the "Stock Plans") (all such shares and options
referred to in clauses (i) and (ii) are referred to herein as "Shares" and
"Options," respectively).
As such counsel, we have examined and relied upon such records,
documents, certificates and other instruments as in our judgment are necessary
or appropriate to form the basis for the opinions hereinafter set forth. In
all such examinations, we have assumed the genuineness of signatures on
original documents and the conformity to such original documents of all copies
submitted to us as certified, conformed or photographic copies, and as to
certificates of public officials, we have assumed the same to have been
properly given and to be accurate.
For purposes of this opinion, we have assumed the following: (i) the
Shares that may be issued upon exercise of the Options granted pursuant to the
Stock Plans will continue to be duly authorized on the dates of such issuance
and (ii) on the date on which any Option is exercised, such Option will have
been duly issued and delivered by the Company and will constitute the legal,
valid and binding obligation of the Company, enforceable against the Company in
accordance with its terms subject, as to enforceability, to applicable
bankruptcy, insolvency, reorganization, moratorium
<PAGE> 3
AHL Services, Inc.
September 30, 1997
Page 9
or similar laws affecting creditors' rights generally, general equitable
principles and the discretion of courts in granting equitable remedies.
The opinions expressed herein are limited in all respects to the
federal laws of the United States of America and laws of the State of Georgia,
and no opinion is expressed with respect to the laws of any other jurisdiction
or any effect which such laws may have on the opinions expressed herein. This
opinion is limited to the matters stated herein, and no opinion is implied or
may be inferred beyond the matters expressly stated herein.
Based upon the foregoing and subject to the limitations,
qualifications and assumptions set forth herein, we are of the opinion that:
(a) The Shares are duly authorized; and
(b) When the Shares are issued upon exercise of the Options
against payment therefor, as provided in the Stock Plans, such
Shares will be validly issued, fully paid and nonassessable.
This opinion is given as of the date hereof, and we assume no
obligation to advise you after the date hereof of facts or circumstances that
come to our attention or changes in law that occur which could affect the
opinions contained herein. This letter is being rendered solely for the
benefit of AHL Services, Inc. in connection with the matters addressed herein.
This opinion may not be furnished to or relied upon by any person or entity for
any purpose without our prior written consent.
We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
KING & SPALDING
<PAGE> 1
EXHIBIT 23.1
CONSENT OF ARTHUR ANDERSEN LLP
<PAGE> 2
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report dated
February 28,1997 included in AHL Services, Inc.'s Prospetus dated March 27,
1997 and to all references to our Firm, included in this Registration
Statement.
ARTHUR ANDERSEN LLP
Atlanta, Georgia
September 30, 1997
