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As filed with the Securities and Exchange Commission on September 28, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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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
(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 to Offering Price Per Aggregate Offering Amount of
Title of Securities to be Registered be Registered Share(2) Price(2) Registration Fee
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share......... 3,115,000(1) $30.5625 $95,202,187.50 $28,085
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Does not include 1,100,000 shares of Common Stock of AHL Services, Inc.
previously registered on Registration Statement No. 333-36813 and to
which the Prospectus relating to this Registration Statement relates.
Registration fees of $6,010 were previously paid in connection with an
aggregate of 1,100,000 shares of Common Stock (including the 1,100,000
shares not yet issued) previously registered.
(2) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(h) on the basis of the high and low sales prices
per share of Common Stock of AHL Services, Inc. as reported on the
Nasdaq National Market on September 21, 1998.
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS RELATING
TO THIS REGISTRATION STATEMENT IS A COMBINED PROSPECTUS RELATING ALSO TO
REGISTRATION STATEMENT NO. 333 36813 PREVIOUSLY FILED BY THE REGISTRATION ON
FORM S-8 ON SEPTEMBER 30, 1997.
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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 Annual Report on Form 10-K of AHL Services, Inc.
for the year ended December 31, 1997;
(b) The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1998 and June 30, 1998;
(c) The Company's Current Reports on Form 8-K dated
February 6, 1998, July 24, 1998 and July 31, 1998 and the Company's
Current Reports on Form 8-K/A dated July 24, 1998 and July 31, 1998;
and
(d) 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.
Each document filed by the Company pursuant to Sections 13(a), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of this offering shall be deemed to be incorporated by reference
in this Prospectus and to be a part hereof from the date of filing of such
document. Any statement contained herein, or in a document incorporated or
deemed to be incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained in this Prospectus or in any subsequently filed document which also is
so deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, on the request of any such person, a copy of
any or all of the foregoing documents incorporated herein by reference, other
than exhibits to such documents (unless such exhibits are specifically
incorporated by reference in such documents). Written or telephone requests for
such copies should be directed to Corporate Secretary, AHL Services, Inc., 3353
Peachtree Road, NE, Suite 1120, North Tower, Atlanta, Georgia 30326, telephone:
404-267-2222.
Item 4. Description of Securities.
Inapplicable.
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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 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.
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Item 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit Description
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<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>
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
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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.
EXPERTS
The financial statements incorporated in this Registration Statement by
reference to the Prospectus dated September 28, 1998 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.
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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 28th day of
September, 1998.
AHL SERVICES, INC.
By: /s/ FRANK A. ARGENBRIGHT, JR.
-----------------------------------
Frank A. Argenbright, Jr.
Chairman and Co-Chief Executive
Officer
KNOW ALL MEN BY THESE PRESENTS, 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 28, 1998.
<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/ EDWIN C. GAGE Director
- ------------------------------
Edwin C. Gage
Director
- ------------------------------
Hamish Leslie Melville
Director
- ------------------------------
Robert F. McCullough
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description Page
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<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>
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EXHIBIT 5.1
September 28, 1998
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 3,115,000 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") (such shares and options 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 Incentive Plan 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 or similar laws
affecting creditors' rights generally, general equitable principles and the
discretion of courts in granting equitable remedies.
<PAGE> 2
AHL Services, Inc.
September 28, 1998
Page 2
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 Incentive
Plan, 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
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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-8 of our reports dated
February 18, 1998 included in AHL Services, Inc.'s Form 10-K for the year ended
December 31, 1997 and to all references to our Firm included in this
registration statement.
Arthur Andersen LLP
Atlanta, Georgia
September 25, 1998
