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As filed with the Securities and Exchange Commission on May 12, 2000
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 GROUP 401(K) PLAN
(Full title of plans)
FRANK A. ARGENBRIGHT, JR.
CHAIRMAN AND CO-CHIEF EXECUTIVE OFFICER
AHL SERVICES, INC.
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:
STACEY K. GEER, 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(1) Price(1) Registration Fee
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.01 per share............... 100,000 $8.78125(2) $878,125(2) $231.83
Interests in AHL Services Group
401(k) Plan........................... (1) -- -- --
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
(2) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and
low sales prices per share of Common Stock of AHL Services, Inc. as
reported on The Nasdaq National Market on May 10, 2000.
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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 AHL Services, Inc.
(the "Company" or "Registrant") with the Securities and Exchange Commission and
are hereby incorporated by reference into this Registration Statement as of
their respective dates:
(a) Annual Report on Form 10-K for the year ended December 31,
1999; and
(b) the description of the Registrant's common stock, par value
$.01 per share ("Common Stock") contained in the Company's
Registration Statement on form 8-A, dated March 25, 1997.
All documents filed by the Company or the AHL Services Group 401(k) Plan
(the "Plan") pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") subsequent to the date of
this Registration Statement 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 such securities then
remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of the 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 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
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"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.
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<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>
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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.
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EXPERTS
The financial statements incorporated in this Registration Statement by
reference to the Annual Report on Form 10-K for the year ended December 31,
1999 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 April 14, 2000.
AHL SERVICES, INC.
By: /s/ Frank A. Argenbright, Jr.
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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 April 14, 2000.
<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C>
/s/ Frank A. Argenbright, Jr.
- ---------------------------------- Chairman and Co-Chief Executive
Frank A. Argenbright, Jr. Officer (Principal Executive Officer)
/s/ Edwin R. Mellett
- ---------------------------------- Vice Chairman and Co-Chief
Edwin R. Mellett Executive Officer
/s/ David L. Gamsey
- ---------------------------------- Chief Financial Officer (Principal
David L. Gamsey Financial and Principal Accounting
Officer)
/s/ Edwin C. Gage
- ---------------------------------- Director
Edwin C. Gage
/s/ Hamish Leslie Melville
- ---------------------------------- Director
Hamish Leslie Melville
/s/ Robert F. McCullough
- ---------------------------------- Director
Robert F. McCullough
</TABLE>
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Pursuant to the requirements of the Securities Act, the AHL Services,
Inc., AHL Services Group 401(k) Plan 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 April 14, 2000.
AHL SERVICES, INC.,
AHL SERVICES GROUP 401(k) PLAN
By: /s/ David Gamsey
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David Gamsey
Senior Vice President, Human Resources
Chief Financial Officer
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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
OPINION OF KING & SPALDING
REGARDING LEGALITY OF SHARES BEING REGISTERED
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[KING & SPALDING LETTERHEAD]
191 PEACHTREE STREET
ATLANTA, GEORGIA 30303-1763
TELEPHONE: 404/572-4600
FACSIMILE:404/572-5100
DIRECT DIAL: DIRECT FAX:
404/572-4600 404/572-5100
April 18, 2000
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 pursuant to the Securities Act of 1933. The Registration
Statement relates to 100,000 shares of the Company's common stock, par value
$.01 per share, and plan interests to be issued in connection with the AHL
Services Group 401(k) Plan (the "401(k) Plan") (such shares and interests are
referred to herein as "Shares" and "Interests," respectively).
In our capacity as such counsel, we have reviewed the 401(k) Plan. We have
also reviewed such matters of law and 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 expressed. In
such review, we have assumed the genuineness of signatures, the legal capacity
of all natural persons, the authenticity of all documents submitted to us as
originals and the conformity to original documents of all copies submitted to
us as certified, conformed or photographic copies. 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 in connection with the 401(k) Plan will continue to
be duly authorized on the dates of such issuance and (ii) on the date on which
such Shares will have been duly issued and delivered by the Company, the Shares
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.
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AHL Services, Inc.
April 18, 2000
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 issued in connection with the 401(k) Plan against payment
therefor, 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 ARTHUR ANDERSEN LLP
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated February 17, 2000, included or incorporated by
reference in the AHL Services, Inc. Form 10-K for the year ended December 31,
1999, into the accompanying Registration Statement.
/s/ Arthur Andersen LLP
Atlanta, Georgia
April 12, 2000
