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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 30, 1997
REGISTRATION NO. 333-28411
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4
TO
FORM S-1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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DECISIONONE CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 7378 23-2328680
(State or other jurisdiction of (Primary Standard Industrial Classification (I.R.S. Employer
incorporation or organization) Code Number) Identification No.)
50 EAST SWEDESFORD ROAD
FRAZER, PENNSYLVANIA 19355
(610) 296-6000
(Address and telephone number of registrant's principal executive offices)
KENNETH DRAEGER
DECISIONONE CORPORATION
50 EAST SWEDESFORD ROAD
FRAZER, PENNSYLVANIA 19355
(610) 296-6000
(Name, address and telephone number of agent for service)
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Copies to:
RICHARD D. TRUESDELL, ESQ. MARC D. JAFFE, ESQ.
DAVIS POLK & WARDWELL LATHAM & WATKINS
450 LEXINGTON AVENUE 885 THIRD AVENUE
NEW YORK, NEW YORK 10017 NEW YORK, NEW YORK 10022
(212) 450-4000 (212) 906-1200
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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 being offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, check the following box: [X]
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: [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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EXPLANITORY NOTE
This Amendment No. 4 is being filed solely to file certain exhibits
to this Registration Statement.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Expenses in connection with the issuance and distribution of the
securities being registered hereby, other than underwriting discounts, are
estimated (except for the Securities and Exchange Commission ("SEC")
registration and National Association of Securities Dealers ("NASD") filing
fees, which are the actual amounts) as follows:
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SEC registration fee ................ $45,454.55
NASD filing fee ..................... 15,500.00
Blue Sky fees and expenses .......... 25,000.00
Accounting fees and expenses ....... 150,000.00
Legal fees and expenses ............. 150,000.00
Printing and engraving expenses .... 200,000.00
Trustee fees and expenses ........... 10,000.00
Miscellaneous ....................... 104,045.45
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Total.............................. $700,000.00
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ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Reference is made to Section 102(b)(7) of the Delaware General Corporation
Law (the "DGCL"), which enables a corporation in its original certificate of
incorporation or an amendment thereto to eliminate or limit the personal
liability of a director for violations of the director's fiduciary duty,
except (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
pursuant to Section 174 of the DGCL (providing for liability of directors for
the unlawful payment of dividends or unlawful stock purchases or redemptions)
or (iv) for any transaction from which a director derived an improper
personal benefit. Section 145 of the DGCL empowers the Company to indemnify,
subject to the standards set forth therein, any person in connection with any
action, suit or proceeding brought before or threatened by reason of the fact
that the person was a director, officer, employee or agent of such company,
or is or was serving as such with respect to another entity at the request of
such company. The DGCL also provides that the Company may purchase insurance
of behalf of any such director, officer, employee or agent.
The Company's Amended and Restated Certificate of Incorporation makes
mandatory indemnification expressly authorized under the DGCL for directors
of the Company. With respect to officers of the Company, the Company's
Amended and Restated Certificate of Incorporation provides indemnification to
such extent and to such effect as the Board of Directors shall determine to
be appropriate and authorized by Delaware law.
The Company's Amended and Restated Certificate of Incorporation and
By-laws are being amended to provide as set forth above, and will be filed by
amendment.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) EXHIBITS.
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EXHIBIT NO. DESCRIPTION
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1.1** Form of Underwriting Agreement between Donaldson, Lufkin & Jenrette Securities Corporation,
Inc., and the Company with respect to the % Senior Subordinated Notes due 2007.
3.1** Amended and Restated Certificate of Incorporation of the Company, as amended.
3.2** Amended and Restated Bylaws of the Company.
4.1** Specimen of the Company's % Senior Subordinated Notes due 2007 (included in Exhibit 4.2).
II-1
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EXHIBIT NO. DESCRIPTION
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4.2** Form of Senior Subordinated Note Indenture.
4.3** Form of Credit Agreement dated as of , 1997 by and among the Company and DLJ Capital
Funding, Inc.
4.4** Form of Qualified Independent Underwriter Agreement.
5.1* Form of Opinion of Davis Polk & Wardwell.
10.1 Stock Option and Restricted Stock Purchase Plan, as amended and restated. (3)
10.2 Form of Incentive Stock Option Agreement. (1)
10.3 Incentive Stock Option Agreement, dated June 1, 1993, with Kenneth Draeger. (1)
10.4 Incentive Stock Option Agreement, dated August 1, 1993, with Kenneth Draeger. (1)
10.5 Incentive Stock Option Agreement, dated February 1, 1994, with Kenneth Draeger. (1)
10.6 Employment Agreement with Kenneth Draeger. (1)
10.7 Employment Letter with Stephen J. Felice. (1)
10.8 Lease for Frazer, Pennsylvania executive offices (East). (1)
10.9 Lease for Frazer, Pennsylvania executive offices (West). (1)
10.10 Lease for Malvern, Pennsylvania depot and call center. (1)
10.11 Lease for Bloomington, Minnesota call center. (2)
10.12 Lease for Hayward, California depot. (2)
10.13 Lease for Northborough, Massachusetts depot. (2)
10.14 Revolving Credit Agreement, dated as of April 26, 1996, among DecisionOne Holdings Corp.,
DecisionOne Corporation and The First National Bank of Boston et al. (3)
10.15 Employment Agreement with Thomas J. Fitzpatrick. (3)
10.16 Employment Letter with James J. Greenwell. (1)
10.17 Employment Letter with Joseph S. Giordano. (2)
10.18 Employment Agreement with Thomas M. Molchan. (4)
10.19 Employment Agreement with Dwight T. Wilson. (4)
10.20 Employment Letter with R. Peter Zimmermann. (1)
10.21** Form of Tax Sharing Agreement.
12.1 Statement Regarding Computation of Ratios. (5)
21.1 Subsidiaries of the Registrant. (5)
23.1 Consent of Davis Polk & Wardwell (included in Exhibit 5.1).
23.2** Consent of Deloitte & Touche LLP.
23.3** Consent of Peter T. Grauer
23.4** Consent of Kirk B. Wortman
24.1 Power of Attorney. (5)
25.1** Statement of the Eligibility of Trustee on Form T-1 (bound separately).
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* Filed herewith.
** Previously filed.
(1) Filed as an Exhibit to Registration Statement No. 333-1256 on Form
S-1 filed with the Securities and Exchange Commission on February 9,
1996.
(2) Filed as an Exhibit to Pre-Effective Amendment No. 1 to Registration
Statement No. 333-1256 on Form S-1 filed with the Securities and
Exchange Commission on March 14, 1996.
(3) Filed as an Exhibit to the 10-K filed by DecisionOne Holdings Corp.
with the Securities and Exchange Commission on September 30, 1996.
(4) Filed as an Exhibit to the 10-Q filed by DecisionOne Holdings Corp.
with the Securities and Exchange Commission on May 15, 1997.
(5) Previously filed as an Exhibit to the Registration Statement No.
333-28411 on Form S-1 filed with the Securities and Exchange
Commission on June 3, 1997.
(b) FINANCIAL STATEMENT SCHEDULES
Financial Statement Schedules of DecisionOne Corporation and subsidiaries
as of June 30, 1994, 1995 and 1996, and March 31, 1997 (unaudited) and for
the years ended June 30, 1994, 1995 and 1996 and the nine months ended
March 31, 1997 (unaudited):
II-2
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I. Condensed Financial Information of Registrant
II.1 Valuation and Qualifying Accounts
Financial Statement Schedule of DecisionOne Corporation (formerly Bell
Atlantic Business Systems Services, Inc.) and subsidiary as of
December 31, 1993 and 1994 and October 20, 1995 and for the years
ended December 31, 1993 and 1994 and the period from January 1, 1995
to October 20, 1995:
II.2 Valuation and Qualifying Accounts
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(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 of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the 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 the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective Registration Statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
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 provisions described in Item 14 above or
otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
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 Act
and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
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.
II-3
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 4 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in
Frazer, Pennsylvania on the 30th day of July, 1997.
DecisionOne Corporation
By: /s/ Kenneth Draeger
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Name: Kenneth Draeger
Title: Chairman, Chief
Executive Officer
and Director
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 4 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS
IN THE CAPACITIES AND ON THE DATES INDICATED.
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SIGNATURE TITLE DATE
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/s/ Kenneth Draeger
----------------------------- Chairman, Chief Executive Officer and Director July 30, 1997
Kenneth Draeger (Principal Executive Officer)
/s/ Thomas J. Fitzpatrick
----------------------------- Vice President and Chief Financial July 30, 1997
Thomas J. Fitzpatrick Officer (Principal Financial and
Accounting Officer)
II-4
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EXHIBIT INDEX
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SEQUENTIALLY
NUMBERED
EXHIBIT NO. DESCRIPTION PAGE
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1.1** Form of Underwriting Agreement between Donaldson, Lufkin & Jenrette Securities
Corporation, Inc., and the Company with respect to the % Senior Subordinated
Notes due 2007.
3.1** Amended and Restated Certificate of Incorporation of the Company, as amended.
3.2** Amended and Restated Bylaws of the Company.
4.1** Specimen of the Company's % Senior Subordinated Notes due 2007 (included in
Exhibit 4.2).
4.2** Form of Senior Subordinated Note Indenture.
4.3** Form of Credit Agreement dated as of , 1997 by and among the Company and DLJ
Capital Funding, Inc.
4.4** Form of Qualified Independent Underwriter Agreement.
5.1* Form of Opinion of Davis Polk & Wardwell.
10.1 Stock Option and Restricted Stock Purchase Plan, as amended and restated. (3)
10.2 Form of Incentive Stock Option Agreement. (1)
10.3 Incentive Stock Option Agreement, dated June 1, 1993, with Kenneth Draeger. (1)
10.4 Incentive Stock Option Agreement, dated August 1, 1993, with Kenneth Draeger.
(1)
10.5 Incentive Stock Option Agreement, dated February 1, 1994, with Kenneth Draeger.
(1)
10.6 Employment Agreement with Kenneth Draeger. (1)
10.7 Employment Letter with Stephen J. Felice. (1)
10.8 Lease for Frazer, Pennsylvania executive offices (East). (1)
10.9 Lease for Frazer, Pennsylvania executive offices (West). (1)
10.10 Lease for Malvern, Pennsylvania depot and call center. (1)
10.11 Lease for Bloomington, Minnesota call center. (2)
10.12 Lease for Hayward, California depot. (2)
10.13 Lease for Northborough, Massachusetts depot. (2)
10.14 Revolving Credit Agreement, dated as of April 26, 1996, among DecisionOne
Holdings Corp., DecisionOne Corporation and The First National Bank of Boston et
al. (3)
10.15 Employment Agreement with Thomas J. Fitzpatrick. (3)
10.16 Employment Letter with James J. Greenwell. (1)
10.17 Employment Letter with Joseph S. Giordano. (2)
10.18 Employment Agreement with Thomas M. Molchan. (4)
10.19 Employment Agreement with Dwight T. Wilson. (4)
10.20 Employment Letter with R. Peter Zimmermann. (1)
10.21* Form of Tax Sharing Agreement.
12.1 Statement Regarding Computation of Ratios. (5)
21.1 Subsidiaries of the Registrant. (5)
23.1 Consent of Davis Polk & Wardwell (included in Exhibit 5.1).
23.2** Consent of Deloitte & Touche LLP.
23.3** Consent of Peter T. Grauer
23.4** Consent of Kirk B. Wortman.
24.1 Power of Attorney. (5)
25.1** Statement of the Eligibility of Trustee on Form T-1 (bound separately).
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* Filed herewith.
** Previously filed.
(1) Filed as an Exhibit to Registration Statement No. 333-1256 on Form
S-1 filed with the Securities and Exchange Commission on February 9,
1996.
(2) Filed as an Exhibit to Pre-Effective Amendment No. 1 to Registration
Statement No. 333-1256 on Form S-1 filed with the Securities and
Exchange Commission on March 14, 1996.
(3) Filed as an Exhibit to the 10-K filed by DecisionOne Holdings Corp.
with the Securities and Exchange Commission on September 30, 1996.
(4) Filed as an Exhibit to the 10-Q filed by DecisionOne Holdings Corp.
with the Securities and Exchange Commission on May 15, 1997.
(5) Previously filed as an Exhibit to the Registration Statement No.
333-28411 on Form S-1 filed with the Securities and Exchange
Commission on June 3, 1997.
<PAGE>
July 30, 1997
Re: Registration Statement on Form S-1
(Registration No. 333-28411)
DecisionOne Corporation
50 East Swedesford Road
Frazer, Pennsylvania 19355
Ladies and Gentlemen:
We have acted as counsel to DecisionOne Corporation (the "Company") in
connection with the Company's Registration Statement on Form S-1 (No.
333-28411) (the "Registration Statement"), as amended, filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933,
as amended, for the registration of $150,000,000 aggregate principal amount
of Senior Subordinated Notes due 2007 of the Company (the "Senior Subordinated
Notes"). The Senior Subordinated Notes are to be issued pursuant to an
Indenture (the "Indenture") between the Company and the State Street Bank and
Trust Company, as Trustee (the "Trustee").
We have examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records,
certificates of public officials and other instruments as we have deemed
necessary or advisable for the purpose of rendering this opinion, including
the form of resolutions (the "Resolutions") to be adopted by the Board of
Directors of the Company relating to the Senior Subordinated Notes and the
Indenture.
Upon the basis of the foregoing, we are of the opinion that when the
Resolutions are duly adopted by the Board of Directors of the Company,
the Senior Subordinated Notes will be duly authorized and, assuming the
Indenture is duly executed and delivered by the Company and the Trustee, and
the Senior Subordinated Notes are duly executed and authenticated in
accordance with the Indenture, and duly delivered against payment of the
agreed consideration therefor in accordance with the Underwriting Agreement
referred to in the prospectus that is part of the Registration Statement, will
be valid and binding obligations of the Company.
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DecisionOne Corporation 2 July 30, 1997
We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York, the federal laws of
the United States of America and the General Corporation Law of the State of
Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the reference to us under the
caption "Legal Matters" in the prospectus contained in such Registration
Statement.
Very truly yours,
/s/ Davis Polk & Wardwell
