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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 30, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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UNITED ROAD SERVICES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
7549
(PRIMARY STANDARD INDUSTRIAL
CLASSIFICATION CODE NUMBER)
94-3278455
(I.R.S. EMPLOYER
IDENTIFICATION NO.)
8 AUTOMATION LANE
ALBANY, NEW YORK 12205
(518) 446-0140
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
EDWARD T. SHEEHAN
CHIEF EXECUTIVE OFFICER
UNITED ROAD SERVICES, INC.
8 AUTOMATION LANE
ALBANY, NEW YORK 12205
(518) 446-0140
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
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, 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. [X] 333-46925
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. [_]
Calculation of Registration Fee
<TABLE>
<CAPTION>
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Proposed
Proposed Maximum
Title of Each Class of Amount to be Maximum Offering Aggregate Amount of
Securities to be Registered Registered(1) Price per Share(2) Offering Price(2) Registered Fee
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<S> <C> <C> <C> <C>
Common Stock, $0.001 par
value per share .......... 1,265,000 $13.00 $16,445,000 $4,851
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</TABLE>
(1) Includes 165,000 shares which the Underwriters have the option to purchase
to cover over-allotments, if any.
(2) Based on the expected public offering price.
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INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT
ON FORM S-1 (FILE NO. 333-46925)
Registration Statement No. 333-46925, which was declared effective at
approximately 4:00 p.m. on April 30, 1998 by the Securities and Exchange
Commission, relates to $82,225,000 maximum aggregate offering price of Common
Stock of United Road Services, Inc. (the "Company"). This Registration Statement
registers additional shares of Common Stock for offering pursuant to Rule 462(b)
of the Securities Act. The Company hereby incorporates by reference into this
Registration Statement on Form S-1 in its entirety the Registration Statement on
Form S-1 (File No. 333-46925), as amended (including the exhibits thereto).
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
5.1 Opinion of Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A
Professional Corporation, as to the validity of the issuance
of the securities registered hereby.
24.1 Consent of Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A
Professional Corporation (included in Exhibit 5.1).
24.2 Consent of KPMG Peat Marwick LLP.
25.1 Powers of Attorney (included on signature page to the
Registrant's Registration Statement on Form S-1 (File No. 333-
46925) and incorporated by reference herein).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Albany,
State of New York, on the 30th day of April, 1998.
UNITED ROAD SERVICES, INC.
By: /s/ Edward T. Sheehan
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Edward T. Sheehan
Chairman of the Board,
Chief Executive Officer
and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Edward T. Sheehan Chairman of the Board, April 30, 1998
- -------------------------------------------------- Chief Executive Officer,
Edward T. Sheehan and Secretary (Principal Executive
Officer)
/s/ * Senior Vice President April 30, 1998
- -------------------------------------------------- and Chief Financial Officer
Donald J. Marr (Principal Financial and Accounting
Officer)
/s/ * Director April 30, 1998
- --------------------------------------------------
Ross Berner
/s/ * Director April 30, 1998
- --------------------------------------------------
Mark McKinney
*By: /s/ Edward T. Sheehan
- ----------------------------
Edward T. Sheehan,
Attorney-in-fact
</TABLE>
<PAGE>
EXHIBIT 5.1
[Howard, Rice letterhead]
April 30, 1998
United Road Services, Inc.
8 Automation Lane
Albany, New York 12205
Re: 1,265,000 shares of Common Stock, par value $0.001 per share
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Ladies and Gentlemen:
You have requested our opinion of counsel for United Road Services, Inc.,
a Delaware corporation (the "Company"), in connection with the registration
statement on Form S-1 (together with all amendments and exhibits and materials
incorporated by reference therein, the "Registration Statement") filed with the
Securities and Exchange Commission with respect to the registration pursuant to
Rule 462(b) under the Securities Act of 1933, as amended (the "Securities Act"),
of 1,265,000 shares of Common Stock of the Company (the "Offered Shares").
We have examined originals or copies certified or otherwise identified to
our satisfaction as authentic copies of the Registration Statement, the
Certificate of Incorporation and Bylaws of the Company, resolutions and
unanimous written consents of the Board of Directors of the Company,
certificates of one or more officers of the Company, and such other corporate
records of the Company and other documents of which we are aware as we
considered necessary for purposes of enabling us to render the opinion set forth
below.
In connection with this opinion we have assumed the following: (a) the
authenticity of original documents and the genuineness of all signatures; (b)
the conformity to the originals of all documents submitted to us as copies; (c)
the truth, accuracy and completeness of
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United Road Services, Inc.
April 30, 1998
Page 2
the information, representations and warranties contained in the instruments,
documents, records and certificates we have reviewed; and (d) the due
authorization, execution and delivery on behalf of the respective parties
thereto of the documents referred to herein. As to matters of fact material to
our opinions, we have relied on our review of the documents referred to above
and on statements made to us by officers of the Company. We have not
independently verified any factual matters or any assumptions made by us in this
letter and disclaim any inference as to the reasonableness of any such
assumption.
Based upon the foregoing and subject to the exceptions, qualifications and
limitations set forth hereinafter, we are of the opinion that upon the issuance
and sale of the Offered Shares in accordance with the terms of the Registration
Statement, the Offered Shares will be legally issued, fully paid and non-
assessable.
We are members of the bar of the State of California and are not admitted
to practice in any other jurisdiction. The opinions set forth above are limited
in all respects to matters governed by the federal laws of the United States of
America and the General Corporation Law of the State of Delaware.
The opinion set forth herein is given as of the date hereof and is
expressly limited to the matters stated. No opinion is implied or may be
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United Road Services, Inc.
April 30, 1998
Page 3
inferred beyond what is explicitly stated in this letter. We disclaim any
obligation to notify you or any other person or entity after the date of this
letter if any change in fact or law should change our opinion with respect to
any matter on which we are expressing an opinion herein.
We are delivering this opinion to the Company solely to satisfy the
requirement of the Securities and Exchange Commission set forth in Item 601(a)
and Item 601(b)(5)(i) of Regulation S-K under the Securities Act and no other
person may rely on it. Copies of this letter may not be circulated or furnished
to any other person or entity, and this letter may not be referred to in any
report or document furnished to any other person or entity, without our prior
written consent.
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the use of our name under the heading "Legal Matters" in the
prospectus.
Very truly yours,
/s/ HOWARD, RICE, NEMEROVSKI, CANADY, FALK &
RABKIN
A Professional Corporation
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EXHIBIT 24.2
The Stockholders and Board of Directors
United Road Services, Inc.:
We consent to the incorporation by reference in this registration statement,
filed on April 30, 1998 pursuant to Rule 462(b) under the Securities Act of
1933, of our reports on United Road Services, Inc., Northland Auto Transporters,
Inc. and Northland Fleet Leasing, Inc., Falcon Towing and Auto Delivery, Inc.,
Smith-Christensen Enterprises, Inc. and subsidiary, Caron Auto Works, Inc. and
Caron Auto Brokers, Inc., Absolute Towing and Transporting, Inc., ASC
Transportation Services and subsidiary, and Keystone Towing, Inc. included in
Amendment No. 4 to the Registration Statement (No. 333-46925) and to the
reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
Albany, New York
April 30, 1998
