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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 16, 1997
REGISTRATION NO. 333-29463
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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INTERNATIONAL TOTAL SERVICES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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Ohio 4551 34-1264201
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
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Crown Centre
5005 Rockside Road
Independence, Ohio 44131
(216) 642-4522
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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ROBERT A. WEITZEL
International Total Services, Inc.
Crown Centre
5005 Rockside Road
Independence, Ohio 44131
(216) 642-4522
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:
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ALBERT T. ADAMS, ESQ. THOMAS F. MCKEE, ESQ.
Baker & Hostetler LLP Calfee, Halter & Griswold LLP
3200 National City Center 1400 McDonald Investment Center
1900 East Ninth Street 800 Superior Avenue
Cleveland, Ohio 44114 Cleveland, Ohio 44114
(216) 621-0200 (216) 622-8200
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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 to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please 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. [ ]
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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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 3 to Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Cleveland, State of Ohio, on the 16th day of September, 1997.
INTERNATIONAL TOTAL SERVICES, INC.
By: /s/ SCOTT E. BREWER
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Scott E. Brewer, Secretary
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to 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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* Chairman of the Board, Chief Executive September 16, 1997
- -------------------------------- Officer and Director (Principal
Robert A. Weitzel Executive Officer)
* Chief Financial Officer (Principal September 16, 1997
- -------------------------------- Financial Officer and Principal
Robert A. Swartz Accounting Officer)
* Director September 16, 1997
- --------------------------------
Jean Weitzel
* Director September 16, 1997
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James O. Singer
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/s/ SCOTT E. BREWER
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* By Scott E. Brewer, as
attorney-in-fact
II-6
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EXHIBIT LIST
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EXHIBIT NO. DESCRIPTION
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1 Form of Underwriting Agreement.
3.1(i) Amended and Restated Articles of Incorporation of the Registrant.
3.1(ii) Code of Regulations of the Registrant.
3.2 Form of Amended and Restated Code of Regulations of the Registrant.
4 Specimen Certificate representing Common Shares.
5 Opinion of Counsel to the Registrant.
10.1 Asset Purchase Agreement dated as of March 7, 1997, between the Company and Intex
Aviation Services, Inc.
10.2 Third Amended And Restated Consolidated Replacement Credit Facility And Security
Agreement, dated as of March 31, 1997, by and between Bank One, Cleveland, N.A.,
and the Company.
10.3 Term Promissory Note, dated March 31, 1997, by the Company to Bank One, Cleveland,
N.A.
10.4 Revolving Promissory Note, dated March 31, 1997 by the Company to Bank One,
Cleveland, N.A.
10.5 Note Purchase Agreement, dated as of November 25, 1996, by and among Seidler
Capital Partners L.P. and the Company.
10.6 First Amendment to Note Purchase Agreement, dated as of March 31, 1997, by and
among the Company and Seidler Capital Partners L.P.
10.7 Promissory Note, dated November 25, 1996, by the Company to Seidler Capital
Partners L.P.
10.8 Employment Agreement between the Company and Robert A. Weitzel.
10.9 Employment Agreement between the Company and James D. Singer.
10.10 Employment Agreement between the Company and Robert A. Swartz.
10.11 Employment Agreement between the Company and Scott E. Brewer.
10.12 Buy/Sell Agreement dated as of March 1, 1995 between the Company and Gene Empey.
10.13 Buy/Sell Agreement dated as of January 26, 1996 between the Company and Scott
Brewer.
10.14 Buy/Sell Agreement dated as of January 26, 1996 between the Company and Bob
Swartz.
10.15 Buy/Sell Agreement dated as of November 27, 1996 between the Company and Bob
Swartz.
10.16 Buy/Sell Agreement dated as of February 27, 1997 between the Company and Scott
Brewer.
10.17 Buy/Sell Agreement dated as of February 27, 1997 between the Company and Bob
Swartz.
10.18 International Total Services, Inc. Directors' Deferred Compensation Plan.
10.19 International Total Services, Inc. Long Term Incentive Plan.
10.20 Form of Agreement for Airport Security Services, dated October 1, 1996, by and
between the Company and Delta Air Lines, Inc.
10.21 Form of Agreement for Skycap Services, dated October 1, 1996, by and between the
Company and Delta Airlines, Inc.
10.22 Form of Ground Services Agreement, dated December 1, 1996, by and between the
Company and Delta Airlines, Inc.
10.23 Passenger Screening and Airport Security Agreement, dated January 1, 1982, by and
between USAir, Inc. and the Company.
10.24 Agreement for Preboard Screening Services, dated October 1, 1990, by and between
the Company and Continental Airlines, Inc.
10.25 Core Agreement for Skycap and Wheelchair Services, dated October 1, 1990, by and
between the Company and Continental Airlines, Inc.
10.26 Form of Agreement for Skycap and Baggage Handling Services by and between the
Company and United Airlines.
10.27 Form of Agreement for Preboard Screening Services by and between the Company and
United Airlines.
10.28 Form of Agreement for Airport Security and Screening Services by and between the
Company and Southwest Airlines Co.
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EXHIBIT NO. DESCRIPTION
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10.29 Form of Aircraft Cleaning Services Agreement by and between the Company and
Southwest Airlines Co.
10.30 Form of Agreement to Provide Skycap Services by and between the Company and
Southwest Airlines Co.
10.31 Form of Contract for Pre-Departure Screening Services by and between the Company
and US Airways, Inc.
10.32 Agreement, dated December 1, 1984, by and between the Company and USAir, Inc.
10.33 Core Agreement for Baggage Search and Passenger Inspection, dated March 15, 1990,
by and between the Company and Trans World Airlines, Inc.
11.1 Statement Regarding Computation of Per Share Earnings of International Total
Services, Inc.
11.2 Statement Regarding Computation of Per Share Earnings of Intex Aviation Systems,
Inc.
16 Letter from Ernst & Young LLP Regarding Change in Certifying Accountant.
21 Subsidiaries of the Registrant.
23.1 Consent of Grant Thornton LLP.
23.2 Consent of Counsel to the Registrant (included in Exhibit 5).
* 23.3 Consent of Grant Thornton LLP.
24 Powers of Attorney (included on page II-5).
27 Financial Data Schedule.
99.1 Consent of Ivan J. Winfield.
99.2 Consent of Lee C. Howley, Jr.
99.3 Consent of Jerry V. Jarrett.
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* Filed herewith.
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Exhibit 23.3
CONSENT OF GRANT THORNTON LLP
We have issued our reports dated April 18, 1997 accompanying the financial
statements of Intex Aviation Services, Inc. contained in the Registration
Statement and Prospectus. We consent to the use of the aforementioned reports
in the Registration Statement and Prospectus, and to the use of our name as it
appears under the caption "Experts".
/s/ Grant Thornton LLP
Cleveland, Ohio
September 12, 1997
