AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 20, 1999
REGISTRATION NO. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
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 94-3278455
(State or other jurisdiction of 17 COMPUTER DRIVE WEST (I.R.S. Employer
incorporation or organization) ALBANY, NEW YORK 12205 Identification No.)
(518) 446-0140
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
EDWARD T. SHEEHAN
CHAIRMAN, CHIEF EXECUTIVE OFFICER AND SECRETARY
UNITED ROAD SERVICES, INC.
17 COMPUTER DRIVE WEST
ALBANY, NEW YORK 12205
(518) 446-0140
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
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COPIES TO:
KAREN A. DEWIS, ESQ.
MCDERMOTT, WILL & EMERY
600 13TH STREET, N.W.
WASHINGTON, D.C. 20005-3096
(202) 756-8000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED
SALE TO THE PUBLIC: From time to time after the
effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
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 (the "Securities Act"), other than securities offered only in connection
with dividend or interest reinvestment plans, 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, 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. |_|
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<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
=================================================================================================================================
Title of Each Class of Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of
Securities to be Registered Registered Price per Unit(1) Offering Price(1) Registration Fee
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 776,963 $6.71875(2) $5,220,220(2) $1,451
par value $.001 per share
=================================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Calculated in accordance with Rule 457(c) under the Securities Act on the
basis of the average of the high and low sale prices of the Common Stock on
May 18, 1999, as quoted on the Nasdaq National Market.
</TABLE>
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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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
<PAGE>
PROSPECTUS
UNITED ROAD SERVICES, INC.
776,963 SHARES OF COMMON STOCK
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This is an offering of shares of the Common Stock of United Road
Services, Inc. by some of our stockholders who received shares of our Common
Stock in connection with our acquisitions (the "Selling Stockholders").
The Selling Stockholders may sell their shares directly or through one
or more broker-dealers on the Nasdaq National Market, in the over-the-counter
market, in negotiated transactions or otherwise, at prices related to the
prevailing market prices or at negotiated prices. See "Plan of Distribution."
The Nasdaq National Market lists our Common Stock under the symbol "URSI." On
May 18, 1999, the last reported sale price of our Common Stock was $6.625 per
share.
We will not receive any proceeds when the Selling Stockholders sell
their shares. We will pay all expenses to register the shares, except that the
Selling Stockholders will pay any underwriting commissions and expenses,
brokerage fees, transfer taxes and the fees and expenses of their attorneys and
other experts.
You can contact us at the following address and telephone number:
United Road Services, Inc., 17 Computer Drive West, Albany, New York 12205,
(518) 446-0140.
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INVESTING IN OUR COMMON STOCK INVOLVES CERTAIN RISKS.
YOU SHOULD READ THE "RISK FACTORS" BEGINNING ON PAGE 6.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
THE SELLING STOCKHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN
OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.
The date of this Prospectus is May 20, 1999
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission (the "SEC"). You
may read and copy our filings at the SEC's public reference rooms in Washington,
D.C., New York, New York or Chicago, Illinois. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference
rooms. Our SEC filings are also available to the public from commercial document
retrieval services and at the Internet web site maintained by the SEC at
"http://www.sec.gov." You can also review copies of our SEC filings at the
offices of the Nasdaq Stock Market, Inc., 1735 K Street, N.W., Washington, D.C.
20006.
We have filed with the SEC a Registration Statement on Form S-3 to
register the shares of our Common Stock to be sold by the Selling Stockholders.
This Prospectus is part of that Registration Statement and, as permitted by the
SEC's rules, does not contain all of the information set forth in the
Registration Statement. For further information with respect to us or our Common
Stock, you may refer to the Registration Statement and to the exhibits and
schedules filed as part of the Registration Statement. You can review and copy
the Registration Statement and its exhibits and schedules at the public
reference rooms maintained by the SEC, and on the SEC's web site, as described
above.
INCORPORATION BY REFERENCE
The SEC allows us to "incorporate by reference" into this Prospectus
the information we file with the SEC, which means that we can disclose important
information to you by referring to those documents. The information incorporated
by reference is considered to be part of this Prospectus, and the information
that we file with the SEC after the date of this Prospectus will automatically
update and supersede this information. We incorporate by reference into this
Prospectus the following documents which we have previously filed with the SEC:
1. Our Annual Report on Form 10-K for the fiscal year ended December
31, 1998;
2. Our Proxy Statement dated April 27, 1999 for the 1999 Annual
Meeting of our stockholders;
3. Our Current Report on Form 8-K/A dated as of December 9, 1998 and
filed on January 11, 1999;
4. Our prospectus dated April 26, 1998, included in Post-Effective
Amendment No. 2 to our Registration Statement on Form S-1
(Registration No. 333-65563), which contains the financial
statements required by Rule 3-05 and Article 11 of Regulation S-X
under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"); and
5. Our Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 1999.
<PAGE>
In addition, we incorporate by reference into this Prospectus all of
the filings that we make with the SEC under Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act, from the date of this Prospectus until such time as the
Selling Stockholders have sold all of the Common Stock offered for sale by this
Prospectus.
You may request a copy of these filings, at no cost, by writing or
telephoning us at United Road Services, Inc., 17 Computer Drive West, Albany, NY
12205, Attention: Investor Relations. Our telephone number is (518) 446-0140.
You can find additional information about us on our Internet web site
at "http://www.unitedroad.com."
You should rely only on the information contained in this document or
other documents that we have referred you to. We have not authorized anyone to
provide you with information that is different.
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Some of the information in this prospectus may contain forward-looking
statements as that term is defined in the federal securities laws. Generally,
these statements relate to business plans or strategies, projected or
anticipated benefits or other consequences of such plans or strategies,
projected or anticipated benefits from acquisitions made by or to be made by us,
or projections involving anticipated revenues, earnings or other aspects of
operating results. The words "may," "will," "expect," "believe," "anticipate,"
"project," "intend," "estimate," "continue" and similar expressions are intended
to identify forward-looking statements. We caution readers that such statements
are not guarantees of future performance or events and are subject to a number
of uncertainties, risks and other influences, many of which are beyond our
control, that may influence the accuracy of the statements and the projections
upon which the statements are based, including but not limited to the factors
discussed in "Risk Factors" below. Any one or more of these uncertainties, risks
and other influences could materially affect our results of operations and
whether forward-looking statements made by us ultimately prove to be accurate.
Our actual results, performance and achievements could differ materially from
those expressed or implied in these forward-looking statements.
<PAGE>
THE COMPANY
Please note that throughout this Prospectus we use the terms "Founding
Companies" which means the four towing and recovery businesses and the three
transport businesses that we acquired at the time of our initial public offering
in May 1998. Additionally, references in this Prospectus to "we," "our" or "us"
refer to United Road Services, Inc. and not to any of the Selling Stockholders.
United Road Services, Inc. was formed in July 1997 to become a leading
national provider of motor vehicle and equipment towing, recovery and transport
services. We believe that we are now one of the largest providers of these
services in the United States. As of March 31, 1999, we operated a network of 35
towing and recovery service locations and 29 transport locations in a total of
21 states. During 1998, approximately 46.6% of our net revenue was derived from
the provision of towing and recovery services and approximately 53.4% of our net
revenue was derived from the provision of transport services.
We offer a broad range of towing and recovery services in our local
markets, including:
o towing, impounding and storing motor vehicles;
o conducting lien sales and auctions of abandoned vehicles;
o towing heavy equipment; and
o recovering and towing heavy-duty commercial and recreational
vehicles.
We derive revenue from towing and recovery services based on distance,
time or fixed charges and from related impounding and storage fees. If impounded
vehicles are not claimed by their owners within prescribed time periods, we are
entitled to be paid from the proceeds of lien sales, scrap sales or auctions.
Depending upon the jurisdiction, the Company may either keep all of the proceeds
from the vehicle sales, or keep the proceeds up to the amount of the towing and
storage fees and pay the remainder to the municipality or law enforcement
agency.
Our towing and recovery customers include:
o commercial entities, such as automobile leasing companies,
insurance companies, automobile dealers, repair shops and fleet
operators;
o municipalities;
o law enforcement agencies such as police, sheriff and highway
patrol departments; and
o individual motorists.
<PAGE>
We provide transport services for new and used vehicles throughout the
United States. We derive revenue from transport services according to pre-set
rates based on mileage or negotiated flat rates.
Our transport customers include:
o commercial entities, such as automobile leasing companies,
automobile manufacturers, automobile auction companies and
automobile dealers; and
o individual motorists.
You can find out more information about the Company in reports we file
with the Securities and Exchange Commission under the Exchange Act, which are
incorporated by reference into this Prospectus. See "Where You Can Find More
Information" and "Incorporation by Reference."
<PAGE>
RISK FACTORS
Before you buy shares of Common Stock from any Selling Stockholder, you
should be aware that there are various risks, including those described below.
You should consider carefully these risk factors, together with all other
information in this Prospectus, before you decide to purchase shares of our
Common Stock.
The following discussion outlines certain factors that could affect our
consolidated results of operations for 1999 and beyond and cause them to differ
materially from those that may be set forth in forward-looking statements made
by us or on our behalf.
OUR COMBINED OPERATING HISTORY IS LIMITED AND THE INTEGRATION OF ACQUIRED
BUSINESSES MAY ADVERSELY AFFECT OUR BUSINESS
We conducted no operations and generated no net revenue prior to our
initial public offering in May 1998. At the time of our initial public offering,
we purchased the seven Founding Companies. Between May 6, 1998 and December 31,
1998, we acquired a total of 34 additional businesses. Prior to their
acquisition by us, the businesses we acquired were operated as independent
entities, and we cannot assure you that we will be able to integrate the
operations of these businesses successfully into our operations or to institute
the necessary systems and procedures (including accounting and financial
reporting systems) to manage the combined enterprise on a profitable basis. Our
management group has been assembled only recently, and it may not be able to
successfully manage the combined entity or to implement effectively our
operating strategy and acquisition program. Our inability to successfully
integrate the businesses we acquired would have a material adverse effect on our
business, financial condition and results of operations.
OUR ACQUISITION STRATEGY MAY NOT BE SUCCESSFUL
A key component of our growth strategy has been to acquire other
towing, recovery and transport businesses in strategic markets and locations. In
the past, we financed these acquisitions by using a combination of Common Stock,
cash and debt. Recently, we have experienced a significant decline in the market
price of our Common Stock. As a result, our ability to complete acquisitions
using Common Stock as currency in a manner that is not dilutive to current
stockholders has been adversely affected. If our Common Stock does not maintain
a sufficient market value, or if the owners of the businesses we wish to acquire
are unwilling to accept Common Stock as part of the purchase price, we may be
required to use more of our cash resources, if available, or seek additional
financing in order to pursue our acquisition program. The consideration for each
future acquisition will vary on a case-by-case basis, with the major factors in
establishing the purchase price being the historical operating results and
future prospects of the business to be purchased and the ability of that
business to complement the services we offer. It is possible that we will not be
able to successfully consummate acquisitions in the future. If we are unable to
pursue an acquisition strategy in the future, we will be required to rely on
internal growth to expand our business.
<PAGE>
Any acquisitions we make may result in potentially dilutive issuances
of equity securities, the incurrence of additional debt and the amortization of
expenses related to goodwill and other intangible assets, any of which could
have a material adverse effect on our business, financial condition and results
of operations. We may not be able to identify, acquire or manage profitably
additional businesses or integrate successfully any acquired businesses without
substantial costs, delays or other operational or financial problems. Further,
acquisitions involve a number of special risks, including failure of the
acquired business to achieve expected results, diversion of management's
attention, failure to retain key personnel of the acquired business and risks
associated with unanticipated events or liabilities. Some or all of these
additional risks could have a material adverse effect on our business, financial
condition and results of operations. We may also consider acquiring
complementary businesses that provide services that we do not currently provide.
We may not be able to successfully integrate these complementary businesses. In
addition, the businesses that we have already acquired or other businesses that
we may acquire in the future may not achieve anticipated revenues and earnings.
OUR OPERATING STRATEGY MAY NOT BE SUCCESSFUL
A key element of our operating strategy is to increase the revenue and
improve the profitability of the businesses we acquire. We intend to increase
revenue by continuing to provide high quality service and by expanding both the
scope of services we offer and our customer base. Our ability to increase
revenue will be affected by various factors, including the demand for towing,
recovery and transport services, the level of competition in the industry, our
ability to expand the range of services we offer to existing customers, our
ability to attract new customers and our ability to attract and retain a
sufficient number of qualified personnel.
We intend to improve profitability by various means, including
eliminating duplicative operating costs and overhead, improving our asset
utilization and capitalizing on our enhanced purchasing power. Our ability to
improve profitability will be affected by various factors, including the costs
associated with centralizing our administrative functions, our ability to
benefit from the elimination of redundant operations and our ability to benefit
from enhanced purchasing power. Many of these factors are beyond our control and
our operating strategy may not be successful.
WE MAY NOT BE ABLE TO SUCCESSFULLY MANAGE OUR GROWTH
Our strategy is to expand our operations through acquisitions and
internal growth. Our systems, procedures and controls may not be adequate to
support our operations as they expand. Any future growth will impose significant
added responsibilities on the members of our senior management, including the
need to recruit and integrate new senior level managers and executives. We may
not be able to successfully recruit and retain such additional management. Our
failure to manage our growth effectively or our inability to attract and retain
additional qualified management could have a material adverse effect on our
business, financial condition and results of operations.
<PAGE>
COMPETITION COULD ADVERSELY AFFECT OUR BUSINESS
The market for towing, recovery and transport services is extremely
competitive. This competition is based primarily on quality, service,
timeliness, price and geographic proximity. We compete with certain large
transport companies on a national and regional basis and certain large towing
and recovery companies on a regional and local basis, some of which may have
greater financial and marketing resources than we have. We also compete with
thousands of smaller local companies, which may have lower overhead cost
structures than we have and may, therefore, be able to provide their services at
lower rates than we can. We may also face competition for acquisition candidates
from companies that are attempting to consolidate towing, recovery and transport
service providers. Some of our current or future competitors may be better
positioned than we are to finance acquisitions, to pay higher prices for
businesses or to finance their internal operations.
WE RELY ON OUR INFORMATION TECHNOLOGY SYSTEMS AND SIGNIFICANT COSTS OR FAILURES
IN THESE SYSTEMS COULD ADVERSELY AFFECT OUR BUSINESS
Our accounting and financial reporting activities are centralized at
our headquarters in Albany, New York. We are in the process of implementing a
proprietary National Transportation Management System at all of our transport
locations and a standardized towing and recovery operating system at
substantially all of our towing and recovery locations. We anticipate that we
will need to upgrade and expand our information technology systems on an ongoing
basis as we expand our operations and complete future acquisitions. We may
encounter unexpected delays and costs in implementing such systems.
Additionally, these systems, when installed, may not function as we expect.
THE LOSS OF SIGNIFICANT CUSTOMERS COULD ADVERSELY AFFECT OUR BUSINESS
We provide towing and recovery services to certain municipalities and
law enforcement agencies under contracts. These towing and recovery contracts
typically have terms of five years or less, may be terminated at any time for
material breach and in some cases are subject to competitive bidding upon
expiration. We also provide transport services to automobile manufacturers and
other commercial customers under contracts which typically have terms of three
years or less and may be terminated at any time for material breach. Upon
expiration of the initial term of these contracts, the customer typically may
renew the contract on a year-to-year basis if it is satisfied with our
performance. Otherwise, the customer may implement its competitive bidding
process to award a new contract. It is possible that some or all of these towing
and recovery or transport contracts may not be renewed upon expiration or may be
renewed on terms less favorable to us. It is also possible that at some future
time more of our customers may implement a competitive bidding process for the
award of towing and recovery or transport contracts. We have no formal contract
with a large number of our towing, recovery and transport customers, and it is
possible that one or more of these customers could elect, at any time, to stop
utilizing our services.
<PAGE>
REGULATORY CONDITIONS COULD ADVERSELY AFFECT OUR BUSINESS
Towing, recovery and transport services are subject to various federal,
state and local laws and regulations regarding equipment, driver certification,
training, recordkeeping and workplace safety. Our vehicles and facilities are
subject to periodic inspection by the United States Department of Transportation
and similar state and local agencies. Our failure to comply with these laws and
regulations could subject us to substantial fines and could lead to the closure
of operations that are not in compliance. In addition, certain government
contracting laws and regulations may affect our ability to acquire complementary
businesses in a given city or county. Companies providing towing, recovery and
transport services are required to have numerous federal, state and local
licenses and permits. When we acquire towing, recovery and transport businesses,
we must transfer or apply for such licenses and permits in order to conduct the
acquired business. Any failure in obtaining such licenses and permits or any
delay in our receipt of such licenses and permits could have a material adverse
effect on our business, financial condition and results of operations.
WE MAY BE EXPOSED TO ENVIRONMENTAL LIABILITIES
Our operations are subject to a number of federal, state and local laws
and regulations relating to the storage of petroleum products, hazardous
materials and impounded vehicles, as well as safety regulations relating to the
upkeep and maintenance of vehicles. In particular, our operations are subject to
federal, state and local laws and regulations governing leakage from salvage
vehicles, waste disposal, the handling of hazardous substances, environmental
protection, remediation, workplace exposure and other matters. It is possible
that an environmental claim could be made against us or that we could be
identified by the Environmental Protection Agency, a state agency or one or more
third parties as a potentially responsible party under federal or state
environmental laws. If that happens, we could be forced to incur substantial
investigation, legal and remediation costs. Such costs could have a material
adverse effect on our business, financial condition and results of operations.
WE MAY INCUR UNEXPECTED LIABILITIES AS A RESULT OF OUR ACQUISITIONS
The businesses that we have acquired or those that we may acquire in
the future could have liabilities that we did not or may not discover during our
pre-acquisition due diligence investigations. Such liabilities may include
liabilities arising from environmental contamination or non-compliance by prior
owners with environmental laws or regulatory requirements. As a successor owner
or operator, we may be responsible for such liabilities. The businesses we
acquire generally handle and store petroleum and other hazardous substances at
their facilities. There may have been or there may be releases of these
hazardous substances into the soil or groundwater which we may be required under
federal, state or local law to investigate and clean up. Any such liabilities or
related investigations or clean-ups could have a material adverse effect on our
business, financial condition and results of operations.
<PAGE>
CHANGES IN OUR RELATIONS WITH OUR EMPLOYEES COULD ADVERSELY AFFECT OUR BUSINESS
Although currently none of our employees are members of unions, it is
possible that some employees could unionize in the future or that we could
acquire businesses with unionized employees. If our employees were to unionize
or we were to acquire a business with unionized employees, we could incur higher
ongoing labor costs and could experience a significant disruption of our
operations in the event of a strike or other work stoppage. Any of these
possibilities could have a material adverse effect on our business, financial
condition and results of operations.
UNINSURED LIABILITIES MAY ADVERSELY AFFECT OUR BUSINESS
From time to time, we could be subject to various claims relating to
our operations, including claims for personal injury or death caused by
accidents involving our vehicles and service personnel, worker's compensation
claims and other employment related claims. Although we maintain insurance
(subject to customary deductibles), our insurance may not cover certain types of
claims, such as claims for punitive damages or for damages arising from
intentional misconduct (which are often alleged in third-party lawsuits). In the
future, we may not be able to maintain adequate levels of insurance on
reasonable terms. In addition, it is possible that existing or future claims may
exceed the level of our insurance coverage or that we may not have sufficient
capital available to pay any uninsured claims.
OUR QUARTERLY RESULTS MAY FLUCTUATE
We may experience significant fluctuations in quarterly operating
results due to a number of factors, including: the timing of acquisitions and
related costs; our success or failure in integrating acquired businesses; the
loss of significant customers or contracts; the timing of expenditures for new
equipment and the disposition of used equipment; price changes in response to
competitive factors; seasonal, cyclical and other variations in the demand for
towing, recovery and transport services; and general economic conditions. As a
result, you should not rely on operating results for any one quarter as an
indication or guarantee of performance in future quarters.
SEASONAL AND CYCLICAL CHANGES IN THE DEMAND FOR OUR SERVICES MAY AFFECT OUR
RESULTS OF OPERATIONS
The demand for towing, recovery and transport services is subject to
seasonal, cyclical and other variations. Specifically, the demand for towing and
recovery services is generally highest in extreme weather, such as heat, cold,
rain and snow. Although the demand for automobile transport tends to be
strongest in the months with the mildest weather, since inclement weather tends
to slow the delivery of vehicles, the demand for automobile transport is also a
function of the timing and volume of lease originations, dealer inventories and
new and used auto sales.
<PAGE>
WE RELY ON KEY EMPLOYEES WHOSE ABSENCE COULD ADVERSELY AFFECT OUR BUSINESS
We are highly dependent upon the experience, abilities and continued
efforts of our senior management. The loss of the services of one or more of the
key members of our senior management could have a material adverse effect on our
business, financial condition and results of operations if we are unable to find
a suitable replacement in a timely manner. We do not presently maintain "key
man" life insurance with respect to the members of our senior management.
Our operating facilities are managed by regional and local managers who
have substantial knowledge of and experience in the local towing, recovery and
transport markets that we serve. These managers include former owners and
employees of the businesses we have acquired. The loss of one or more of these
managers could have a material adverse effect on our business, financial
condition and results of operations if we are unable to find a suitable
replacement in a timely manner.
The timely, professional and dependable service demanded by towing,
recovery and transport customers requires an adequate supply of skilled
dispatchers, drivers and support personnel. Accordingly, our success will depend
on our ability to employ, train and retain the personnel necessary to meet our
service requirements. From time to time, and in particular areas, there are
shortages of skilled personnel. In the future, we may not be able to maintain an
adequate skilled labor force necessary to operate efficiently, our labor
expenses may increase as a result of a shortage in the supply of skilled
personnel or we may have to curtail our planned growth as a result of labor
shortages.
OUR SENIOR MANAGEMENT'S LACK OF EXPERIENCE IN MANAGING A TOWING, RECOVERY AND
TRANSPORT SERVICE BUSINESS MAY ADVERSELY AFFECT OUR BUSINESS
Our senior management has no prior experience in towing, recovery and
transport services. As a result, our senior management may not be able to
conduct our operations profitably, effectively integrate the operations of
acquired businesses or hire and retain personnel with relevant experience. Any
failure by our senior management to accomplish any of these things could have a
material adverse effect on our business, financial condition and results of
operations.
YEAR 2000 PROBLEMS MAY ADVERSELY AFFECT OUR BUSINESS
We have identified certain systems, equipment and applications,
including embedded systems and other "non-information technology," that are
utilized in our towing, recovery and transport operations or in our finance,
payroll and administration departments and that are necessary to operate our
business without disruption. These mission critical systems include servers,
desktop and notebook computers, data communications equipment, peripherals,
network and desktop operating systems, desktop application suites, payroll and
financial software, towing and transportation applications and interfaces with
our financial systems.
<PAGE>
These mission critical systems also include our proprietary National
Transportation Management System, which we intend to install at all of our
transport locations prior to December 31, 1999, and a standardized towing and
recovery operating system, which we intend to install at substantially all of
our towing and recovery locations prior to December 31, 1999. With respect to
the remaining towing and recovery locations, we plan to continue to utilize
existing systems and to supply an interface to our standardized operating
system. We believe, based upon assurances from third parties, that our mission
critical systems will be Year 2000 ready prior to the end of 1999. However, it
is possible that this will not be the case.
We also utilize certain other hardware and software, operating systems,
relationships and services in our day-to-day operations and throughout our
various divisions, which are not necessarily critical to our operations. We are
in the process of identifying and evaluating these systems and functions and
will include in our Year 2000 readiness project any systems that we deem to be
material to our business.
Installation of our information systems may not be completed at all of
our locations before December 31, 1999. In addition, it is possible that these
systems, when installed, may not function properly. In either event, we would be
forced to rely on manual performance of our central administrative functions
along with the local dispatch and operating systems utilized by our acquired
businesses prior to their acquisition by us. There can be no assurance that such
systems will be Year 2000 ready or that the vendors and other service providers
associated with such businesses will be Year 2000 ready. If the local dispatch
and operating systems utilized by our acquired businesses do not function
properly after December 31, 1999, we will be required to perform critical
functions on a manual basis. Any resulting inefficiency could have a material
adverse effect on our business, financial condition and results of operations.
Because we have not yet received responses to our Year 2000
questionnaires from all of our business partners, we are unable to predict the
impact that Year 2000 problems at vendors, customers or financial institutions
may have on us. We intend to continue to review our systems, equipment and
applications and to address Year 2000 issues with our business partners, and we
will implement contingency plans to the extent necessary to address these
issues.
No one knows the extent of the potential impact of the Year 2000
problem generally and we cannot predict the likelihood that Year 2000 problems
will cause a significant disruption in the economy as a whole.
The foregoing constitutes a Year 2000 statement and readiness
disclosure subject to the protections afforded it by the federal Year 2000
Information and Readiness Disclosure Act of 1998.
<PAGE>
SELLING SECURITY HOLDERS
The table below lists the stockholders eligible to sell their shares
under this Prospectus, along with the number of shares that each stockholder may
sell. The shares listed below in the first column have been received by the
stockholders as consideration for the sale of their businesses to us. In
connection with the acquisitions, certain stockholders agreed to have a portion
of the consideration for their businesses withheld by us to satisfy their
indemnification obligations under their purchase agreements. The second column
lists the number of shares that are being withheld as of May 1, 1999. If we do
not make any indemnification claims prior to the date specified in the third
column, these shares will be released to the appropriate stockholders. The
fourth column lists the total number of shares which may be sold under this
prospectus assuming all withheld shares are released to the appropriate
stockholders.
<TABLE>
NUMBER NUMBER OF
OF SHARES SHARES WITHHELD TOTAL
ISSUED AS OF AS OF SHARE NUMBER OF
STOCKHOLDER MAY 1, 1999 MAY 1, 1999 RELEASE DATE SHARES
----------- ----------- ----------- ------------ ------
<S> <C> <C> <C> <C>
Robert W. Donaldson, III 31,767 3,530 February 1, 2000 35,297(1)
Steven D. Nelson 31,767 3,530 February 1, 2000 35,297(1)
William Jones, Jr. 42,687 21,991(2) February 22, 2000(2) 64,678(3)
S. Travis Hill, Jr. &
Deidra Dee Hill 104,752 11,639 March 7, 2000 116,391(4)
Flynn Motor Transport,
Inc. 43,845 27,586 March 1, 2000 71,431(4)
Bonnie L. Lacy 17,266 8,633 March 2, 2000 25,899(4)
Carl Baltrusch, Jr. 98,046 10,894 March 3, 2000 108,940(5)
Linda Baltrusch 59,040 6,560 March 3, 2000 65,600(5)
James Forzley 39,006 4,334 March 3, 2000 43,340(5)
H.W. Borhauer II and
Lynda A. Borhauer -- 81,943(6) March 5, 2000(6) 81,943(7)
John C. Lewis 27,972 13,986 March 22, 2000 41,958(8)
Perla R. Lewis 27,972 13,986 March 22, 2000 41,958(8)
Jack Cain 19,904 2,211 April 30, 2000 22,115(4)
Daryl Cain 9,952 1,106 April 30, 2000 11,058(4)
Barry Cain 9,952 1,106 April 30, 2000 11,058(4)
----- ----- ---------
563,928 213,035 776,963
(1) This stockholder has agreed not to sell any of these shares until July
30, 1999, at which time he may sell up to 50% of such shares; beginning
on October 28, 1999 he may sell up to an additional 25% of such shares,
and beginning on February 1, 2000 he may sell the balance of such
shares.
(2) 9,055 of the withheld shares are due to be released to Mr. Jones on
September 30, 1999, provided that the business we acquired from Mr.
Jones meets certain minimum revenue levels for the period from March 1,
1999 to August 31, 1999. The remainder of the withheld shares are due
to be released on February 22, 2000.
(3) Mr. Jones has agreed not to sell any of these shares until August 21,
1999, at which time he may sell up to 50% of such shares; beginning on
November 19, 1999 he may sell up to an additional 25% of such shares
and beginning on February 22, 2000 he may sell the balance of such
shares.
<PAGE>
(4) This stockholder may sell up to 50% of these shares as of the date of
this Prospectus; beginning on the 90th day following the date of this
Prospectus, the stockholder may sell up to an additional 25% of such
shares, and beginning on the 180th day following the date of this
Prospectus, the stockholder may sell the balance of such shares.
(5) This stockholder has agreed not to sell any of these shares until
August 30, 1999, at which time the stockholder may sell up to 50% of
such shares; beginning on November 28, 1999, the stockholder may sell
up to an additional 25% of such shares, and beginning on March 3, 2000
the stockholder may sell the balance of such shares.
(6) 73,749 of the withheld shares will be released to Mr. and Mrs. Borhauer
upon the release of certain loan guarantees made by them to certain
banks. The remainder of the withheld shares are due to be released on
March 5, 2000.
(7) Mr. and Mrs. Borhauer have agreed not to sell any of these shares until
September 1, 1999, at which time they may sell up to 50% of such
shares; beginning on November 30, 1999, they may sell up to an
additional 25% of such shares, and beginning on March 5, 2000, they may
sell the balance of such shares.
(8) This stockholder has agreed not to sell any of these shares until
September 18, 1999, at which time the stockholder may sell up to 50% of
such shares; beginning on December 17, 1999, the stockholder may sell
up to an additional 25% of such shares, and beginning on March 22, 2000
the stockholder may sell the balance of such shares.
</TABLE>
Mr. Jones currently serves us as a consultant and Mr. Hill is currently
employed by us. Ms. Lacy served us as a consultant from March 2, 1999 through
April 26, 1999.
If the Selling Stockholders sell all of the shares offered in this
Prospectus (and if the Selling Stockholders do not purchase or sell any
additional shares of our Common Stock), none of the Selling Stockholders would
own any shares of our Common Stock after the completion of this offering.
<PAGE>
USE OF PROCEEDS
We will not receive any proceeds when the Selling Stockholders sell
their shares under this Prospectus.
PLAN OF DISTRIBUTION
Selling Stockholders may sell their shares either directly or through a
broker-dealer or other agent at prices related to prevailing market prices or at
negotiated prices, in one or more of the following kinds of transactions:
o Transactions on the Nasdaq National Market or other stock exchange that
lists the shares;
o Transactions in the over-the-counter market; or
o Transactions negotiated between stockholders and purchasers, or
otherwise.
Broker-dealers or agents may purchase shares directly from a Selling
Stockholder or sell shares to someone else on behalf of a Selling Stockholder.
Broker-dealers may charge commissions to both stockholders selling shares and
purchasers buying shares sold by a Selling Stockholder. If a broker buys shares
directly from a Selling Stockholder, the broker may resell the shares through
another broker and the other broker may receive compensation from the Selling
Stockholder for the resale.
To the extent required by laws, regulations or agreements we have made,
we will use our best efforts to file a prospectus supplement during the time the
Selling Stockholders are offering or selling shares covered by this Prospectus,
in order to add or correct important information about the plan of distribution
for the shares.
WE WILL PAY ALL EXPENSES TO REGISTER THE SHARES, BUT THE SELLING
STOCKHOLDERS WILL PAY ANY UNDERWRITING COMMISSIONS AND EXPENSES, BROKERAGE FEES,
TRANSFER TAXES AND THE FEES AND EXPENSES OF THEIR ATTORNEYS AND OTHER EXPERTS.
IN ADDITION TO ANY OTHER APPLICABLE LAWS OR REGULATIONS, SELLING
STOCKHOLDERS MUST COMPLY WITH CERTAIN REGULATIONS RELATING TO DISTRIBUTIONS BY
SELLING STOCKHOLDERS, INCLUDING REGULATION M UNDER THE EXCHANGE ACT.
CERTAIN STATES MAY REQUIRE THAT REGISTRATION, EXEMPTION FROM
REGISTRATION OR NOTIFICATION REQUIREMENTS BE MET BEFORE THE SELLING STOCKHOLDERS
MAY SELL THEIR SHARES. IN ADDITION, CERTAIN STATES MAY REQUIRE THE SELLING
STOCKHOLDERS TO SELL THEIR SHARES ONLY THROUGH BROKER-DEALERS.
<PAGE>
DESCRIPTION OF CAPITAL STOCK
GENERAL
Our authorized capital stock consists of 40,000,000 shares. Of these shares,
35,000,000 shares are Common Stock, $0.001 par value, and 5,000,000 shares are
Preferred Stock, $0.001 par value. As of May 14, 1999, there were 17,791,372
shares of Common Stock and no shares of Preferred Stock outstanding. The
following discussion of the material features of our capital stock is intended
as a summary only. As a result, for complete information you should read our
Amended and Restated Certificate of Incorporation and Amended and Restated
Bylaws, which are included as exhibits to our Registration Statement on Form S-1
(SEC Registration No. 333-46925). See "Where You Can Find More Information."
COMMON STOCK
All holders of our Common Stock are entitled to one vote for each share they own
on all matters submitted to a vote of stockholders. Subject to the terms of any
Preferred Stock we may issue, holders of Common Stock are entitled to receive
ratably any dividends as may be declared from time to time by the Board of
Directors. In the event we liquidate, dissolve or wind up, holders of our Common
Stock are entitled to share ratably in all assets remaining after payment of
liabilities and liquidation preferences of any outstanding shares of Preferred
Stock. Holders of our Common Stock have no preemptive rights or rights to
convert their Common Stock into any other securities. There are no redemption or
sinking fund provisions applicable to the Common Stock. All outstanding shares
of Common Stock are fully paid and non-assessable.
PREFERRED STOCK
Our Board of Directors has the authority, without action by the stockholders, to
designate and issue up to 5,000,000 shares of Preferred Stock in one or more
series and to designate the dividend rate, voting rights and other rights,
preferences and restrictions of each series, any or all of which may be greater
than the rights of the Common Stock. We have no present plans to issue any
shares of Preferred Stock. One of the effects of undesignated Preferred Stock
may be to enable our Board to discourage an attempt to obtain control of the
Company by means of a tender offer, proxy contest, merger or otherwise and to
protect the continuity of our management. The issuance of shares of Preferred
Stock may adversely affect the rights of holders of Common Stock. For example,
any Preferred Stock we issue may rank prior to the Common Stock as to dividend
rights, liquidation preference or both, may have full or limited voting rights
and may be convertible into shares of Common Stock. Accordingly, the issuance of
shares of Preferred Stock may discourage bids for the Common Stock or may
otherwise adversely affect the market price of the Common Stock.
CLASSIFIED BOARD OF DIRECTORS; VACANCIES
Our Amended and Restated Certificate of Incorporation provides that our Board of
Directors shall be divided into three classes and that the number of directors
in each class shall be as nearly equal as is possible based upon the number of
directors constituting the entire Board. The certificate of incorporation
<PAGE>
effectively provides that the term of office of the first class of directors
will expire at our first annual meeting of stockholders following the initial
public offering, the term of office of the second class of directors will expire
at our second annual meeting of stockholders following the initial public
offering, and the term of office of the third class of directors will expire at
our third annual meeting of stockholders following the initial public offering.
At each annual meeting of stockholders, successors to directors of the class
whose term expires at such meeting will be elected to serve for three-year terms
and until their successors are elected and qualified.
The classification of our Board of Directors has the effect of making it more
difficult for stockholders to change the composition of the Board. At least two
annual meetings of stockholders, instead of one, will generally be required to
change the majority of the Board. Such a delay may help to provide the Board
with sufficient time to analyze an unsolicited proxy contest, a tender or
exchange offer or any other extraordinary corporate transaction. However, such
classification provisions could also have the effect of discouraging a third
party from initiating a proxy contest, making a tender offer or otherwise
attempting to obtain control of the Company, even though such an attempt might
be beneficial to our stockholders. The classification of the Board could thus
increase the likelihood that incumbent directors will retain their positions.
Under Delaware law, unless otherwise provided in the certificate of
incorporation, directors serving on a classified board may only be removed by
the stockholders for cause. Our certificate of incorporation does not override
this provision. Our certificate of incorporation does provide that, subject to
the rights of any holders of Preferred Stock, newly created directorships
resulting from an increase in the authorized number of directors or vacancies on
the Board resulting from death, resignation, retirement, disqualification or
removal of directors or any other cause may be filled only by the Board (and not
by the stockholders unless there are no directors in office). Accordingly, the
Board could prevent any stockholder from enlarging the Board and filling the new
directorships with such stockholder's own nominees.
The provisions of the certificate of incorporation governing the removal of
directors and the filling of vacancies may have the effect of discouraging a
third party from initiating a proxy contest, making a tender offer or otherwise
attempting to gain control of the Company, or of attempting to change the
composition or policies of the Board, even though such attempts might be
beneficial to our stockholders. These provisions of the certificate of
incorporation could thus increase the likelihood that incumbent directors will
retain their positions.
STOCKHOLDER MEETING PROVISIONS
Our certificate of incorporation and bylaws provide that (subject to the rights
of any holders of Preferred Stock) (i) only a majority of the Board of Directors
or the Chief Executive Officer is able to call a special meeting of
stockholders; and (ii) stockholder action may be taken only at a duly called and
convened annual or special meeting of stockholders and may not be taken by
written consent. These provisions, taken together, prevent stockholders from
forcing consideration of stockholder proposals over the opposition of the Board,
except at an annual meeting.
<PAGE>
Our bylaws establish an advance notice procedure for stockholders to make
nominations of candidates for election as director, or to bring other business
before an annual meeting of our stockholders.
The notice procedure provides that, subject to the rights of any holders of
Preferred Stock, only persons who are nominated by or at the direction of the
Board, any committee appointed by the Board, or by a stockholder who has given
timely written notice to our Secretary prior to the meeting at which directors
are to be elected will be eligible for election as directors. At an annual
meeting, only such business may be conducted as has been brought before the
meeting by the Board, any committee appointed by the Board, or by a stockholder
who has given timely written notice to our Secretary of such stockholder's
intention to bring such business before such meeting. To be timely, we must
receive notice of stockholder nominations or proposals not less than 60 days nor
more than 90 days prior to the scheduled date of the meeting (or, if less than
70 days' notice or prior public disclosure of the date of the meeting is given,
then not later than the 15th day following the earlier of the day such notice
was mailed or the day such public disclosure was made). These notices must
contain certain prescribed information.
This notice procedure affords our Board of Directors an opportunity to consider
the qualifications of proposed director nominees or the merit of stockholder
proposals, and, to the extent deemed appropriate by the Board, to inform
stockholders about such matters. The notice procedure also provides a more
orderly procedure for conducting annual meetings of stockholders.
Although our bylaws do not give our Board of Directors any power to approve or
disapprove stockholder nominations for the election of directors or proposals
for action, the provisions described above may have the effect of precluding a
contest for the election of directors or the consideration of stockholder
proposals. These provisions may also discourage or deter a third party from
conducting a solicitation of proxies to elect its own slate of directors or to
approve its own proposal.
DELAWARE LAW
We are a Delaware corporation and are subject to Section 203 of the Delaware
General Corporation Law, an anti-takeover law. In general, Section 203 prevents
an "interested stockholder" (defined generally as a person owning 15% or more of
a corporation's outstanding voting stock) from engaging in a "business
combination" with a Delaware corporation for three years following the date such
person became an interested stockholder. This restriction is subject to certain
exceptions such as approval of the board of directors and of the holders of at
least two-thirds of the outstanding shares of voting stock not owned by the
interested stockholder. The existence of this provision is expected to have an
anti-takeover effect, possibly inhibiting attempts that might result in a
premium over the market price for the shares of Common Stock.
<PAGE>
LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS
Pursuant to the provisions of the Delaware General Corporation Law, we have
adopted provisions in our certificate of incorporation which provide that our
directors shall not be personally liable for monetary damages for a breach of
fiduciary duty as a director. However, the directors will be liable if the
damages result from a breach of the director's duty of loyalty to the Company or
our stockholders, acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, an act related to the
unlawful stock repurchase or payment of a dividend under Section 174 of Delaware
General Corporation Law, and transactions from which the director derived an
improper personal benefit. Also, the limitation of liability does not affect the
availability of equitable remedies such as injunctive relief or rescission.
Our bylaws require us to indemnify our officers and directors, and permit us to
indemnify our other agents, to the fullest extent permitted under Delaware law.
We have entered into separate indemnification agreements with our directors and
officers which are, in some cases, broader than the specific indemnification
provisions contained in the Delaware General Corporation Law. The
indemnification agreements require us, among other things, to indemnify our
officers and directors against certain liabilities that may arise by reason of
their status or service as directors or officers (other than liabilities arising
from willful misconduct), to advance their expenses incurred as a result of any
proceeding against them as to which they could be indemnified, and to obtain
directors' and officers' insurance if available on reasonable terms.
TRANSFER AGENT
The transfer agent and registrar for our Common Stock is American Stock Transfer
and Trust Company.
LEGAL MATTERS
The legality of the Common Stock offered hereby has been passed on by
the international law firm of McDermott, Will & Emery.
EXPERTS
The consolidated financial statements of United Road Services, Inc. and
subsidiaries, the combined financial statements of Northland Auto Transporters,
Inc. and Northland Fleet Leasing, Inc., the combined financial statements of
Caron Auto Works, Inc. and Caron Auto Brokers, Inc., the combined financial
statements of 5-L Corporation and ADP Transport, Inc., the consolidated
financial statements of Smith-Christensen Enterprises, Inc. and subsidiary, the
consolidated financial statements of ASC Transportation Services and subsidiary,
the consolidated financial statements of E&R Towing & Garage, Inc. and
subsidiaries, and the financial statements of Falcon Towing and Auto Delivery,
Inc., Absolute Towing and Transporting, Inc., Keystone Towing, Inc., Silver
State Tow and Recovery, Inc., Neil's Used Truck & Car Sales, Incorporated,
Environmental Auto Removal, Inc., Alert Auto Transport, Inc., Fast Towing, Inc.,
<PAGE>
Car Transporters Corporation, Schroeder Auto Carriers, Inc., MPG Transco, Ltd.
and Pilot Transport, Inc. to the extent and for the periods indicated in their
reports, have been incorporated by reference herein and in the registration
statement in reliance upon the reports of KPMG LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
<PAGE>
================================================================================
You should rely only on the information contained in this document or that we
have referred you to. We have not authorized anyone to provide you with
information that is different. This prospectus is not an offer to sell Common
Stock and it is not soliciting an offer to buy Common Stock in any state where
the offer or sale is not permitted.
776,963 SHARES
(URSI LOGO)
COMMON STOCK
MAY 20, 1999
================================================================================
<PAGE>
PART II
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the costs and expenses payable by the
Registrant in connection with the sale of the Common Stock being registered
hereby.
ITEM AMOUNT
---- ------
SEC registration fee................................ $ 1,499
Fees and expenses of counsel........................ 15,000*
Fees and expenses of accountants.................... 15,000*
Miscellaneous....................................... 501
--------
Total...................................... $ 32,000
=========
-------------
* Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant has included provisions in its Certificate of
Incorporation and Bylaws to (i) eliminate the personal liability of its
directors for monetary damages resulting from breaches of their fiduciary duty
to the extent permitted by the General Corporation Law of the State of Delaware
(the "DGCL") and (ii) indemnify its directors and officers to the fullest extent
permitted by the DGCL, including circumstances in which indemnification is
otherwise discretionary.
Section 145 of the DGCL permits a corporation, under specified
circumstances, to indemnify its directors, officers, employees or agents against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlements actually and reasonably incurred by each in connection with any
action, suit or proceeding brought by third parties by reason of the fact that
they were or are directors, officers, employees or agents of the corporation, if
such directors, officers, employees or agents acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the corporation and, with respect to any criminal action or proceeding, had no
reason to believe their conduct was unlawful. In a derivative action, i.e., one
by or in the right of the corporation, indemnification may be made only for
expenses (including attorneys' fees) actually and reasonably incurred by
directors, officers, employees or agents in connection with the defense or
settlement of an action or suit, and only with respect to a matter as to which
they shall have acted in good faith and in a manner they reasonably believed to
be in or not opposed to the best interests of the corporation, except that no
indemnification shall be made if such person shall have been adjudged liable to
the corporation, unless and only to the extent that the court in which the
action or suit was brought shall determine upon application that the defendant
directors, officers, employees or agents are fairly and reasonably entitled to
indemnity for such expenses despite such adjudication of liability.
The Registrant has entered into indemnification agreements with its
directors and certain key officers pursuant to which the Registrant is generally
obligated to indemnify its directors and such officers to the full extent
<PAGE>
permitted by the DGCL as described above. The Company has purchased insurance
for its directors and officers indemnifying them against certain civil
liabilities, including liabilities under the federal securities laws, which
might be incurred by them in such capacity.
ITEM 16. EXHIBITS.
Number Description of Document
- ------ -----------------------
4.1 Specimen Common Stock Certificate (incorporated by reference to the
same-numbered Exhibit to Amendment No. 3 to the Company's Registration
Statement on Form S-1 filed with the SEC on April 27, 1998
(Registration No. 333-46925)).
4.2 Form of 8% Convertible Subordinated Debenture due 2008 (incorporated by
reference to Exhibit 4.1 to the Company's Current Report on Form 8-K
dated November 19, 1998).
5.1 Opinion of McDermott, Will & Emery as to the validity of the issuance
of the securities registered hereby (filed herewith).
23.1 Consent of McDermott, Will & Emery (included in Exhibit 5.1).
23.2 Consent of KPMG LLP (filed herewith).
24 Power of Attorney (included with the signature page to the Registration
Statement).
ITEM 17. UNDERTAKINGS.
(a) 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;
(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;
and
(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;
<PAGE>
provided however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by such
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the 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) The undersigned Registrant hereby undertakes 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 Section 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 the 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 Securities and Exchange 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and 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 May 13, 1999.
UNITED ROAD SERVICES, INC.
By: /s/ Edward T. Sheehan
----------------------------
Edward T. Sheehan
Chairman of the Board,
Chief Executive Officer
and Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and
officers of United Road Services, Inc., a Delaware corporation, which is filing
a Registration Statement on Form S-3 with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended (the
"Securities Act"), hereby constitute and appoint Edward T. Sheehan and Allan D.
Pass and each of them, as their true and lawful attorneys-in-fact and agents,
with full power of substitution for them in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange 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 and necessary
to be done in connection therewith, as fully to all intents and purposes as they
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
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 on May 13, 1999 by the following persons
in the capacities indicated:
SIGNATURE TITLE
/s/ Edward T. Sheehan Chairman of the Board, Chief Executive Officer and
Edward T. Sheehan Secretary (principal executive officer)
/s/ Donald J. Marr Senior Vice President and Chief Financial Officer
Donald J. Marr (principal financial and accounting officer)
<PAGE>
/s/ Grace M. Hawkins Director
Grace M. Hawkins
/s/ Donald F. Moorehead, Jr. Director
Donald F. Moorehead, Jr.
/s/ Edward W. Morawski Director
Edward W. Morawski
/s/ Todd Q. Smart Director
Todd Q. Smart
/s/ Richard A. Molyneux Director
Richard A. Molyneux
/s/ Mark J. Henninger Director
Mark J. Henninger
Director
Merril M. Halpern
/s/ Robert L. Berner, III Director
Robert L. Berner, III
/s/ Michael S. Pfeffer Director
Michael S. Pfeffer
EXHIBIT 5.1
[McDermott, Will & Emery Letterhead]
May 20, 1998
United Road Services, Inc.
8 Automation Lane
Albany, NY 12205
Re: Registration Statement on Form S-3
----------------------------------
Ladies and Gentlemen:
You have requested our opinion in connection with the above-referenced
registration statement (the "Registration Statement"), under which certain
stockholders of United Road Services, Inc. (the "Company") may to sell up to
776,963 shares of Common Stock, par value $.001 per share, of the Company (the
"Shares").
In arriving at the opinion expressed below, we have examined (i) the
Registration Statement, (ii) the Amended and Restated Certificate of
Incorporation of the Company, (iii) the Amended and Restated Bylaws of the
Company and (iv) such other documents as we have deemed necessary to enable us
to express the opinion hereinafter set forth. In addition, we have examined and
relied, to the extent we deemed proper, on certificates of officers of the
Company as to factual matters, and on the originals or copies certified or
otherwise identified to our satisfaction, of all such corporate records of the
Company and such other instruments and certificates of public officials and
other persons as we have deemed appropriate. In our examination, we have assumed
the authenticity of all documents submitted to us as originals, the conformity
to the original documents of all documents submitted to us as copies, the
genuineness of all signatures on documents reviewed by us and the legal capacity
of natural persons.
Based upon and subject to the foregoing, we are of the opinion that the
Shares which are issued and outstanding on the date of this opinion have been
duly authorized and validly issued and are fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not hereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ McDermott, Will & Emery
EXHIBIT 23.2
The Stockholders and Board of Directors
United Road Services, Inc.:
We consent to incorporation by reference in the registration statement (776,963
shares of common stock) on Form S-3 of United Road Services, Inc. of (i) our
report dated March 5, 1999, except as to Note 16(b), which is as of March 16,
1999, relating to the consolidated balance sheets of United Road Services, Inc.
and subsidiaries as of December 31, 1997 and 1998, and the related consolidated
statements of operations, stockholders' equity (deficit), and cash flows for the
period from July 25, 1997 (inception) through December 31, 1997 and for the year
ended December 31, 1998, and the financial statement schedule listed in the
Index at Item 14(a)(2), which report appears in the December 31, 1998 annual
report on Form 10-K of United Road Services, Inc., (ii) our report dated
November 12, 1998, with respect to the balance sheets of Pilot Transport, Inc.
as of December 31, 1996 and 1997, and the related statements of operations,
stockholders' equity and cash flows for the years then ended; our report dated
December 11, 1998, with respect to balance sheets of MPG Transco, Ltd. as of
July 31, 1997 and 1998, and the related statements of operations, stockholders'
equity and cash flows for the years then ended, which reports appear in the
United Road Services, Inc. Current Report on Form 8-K/A dated as of December 9,
1998 and filed on January 11, 1999, (iii) our report dated July 31, 1998, with
respect to the combined balance sheets of Northland Auto Transporters, Inc. and
Northland Fleet Leasing, Inc. as of December 31, 1996 and 1997 and May 5, 1998,
and the related combined statements of operations, stockholder's equity, and
cash flows for each of the years in the three-year period ended December 31,
1997 and for the period from January 1, 1998 through May 5, 1998; our report
dated July 27, 1998, with respect to the balance sheets of Falcon Towing and
Auto Delivery, Inc. as of December 31, 1996 and 1997 and May 5, 1998, and the
related statements of operations, stockholder's equity, and cash flows for each
of the years in the three-year period ended December 31, 1997 and for the period
from January 1, 1998 through May 5, 1998; our report dated August 14, 1998, with
respect to the consolidated balance sheets of Smith-Christensen Enterprises,
Inc. and subsidiary as of January 31, 1997, December 31, 1997 and May 5, 1998
and the related consolidated statements of operations, stockholder's equity and
cash flows for the years ended January 31, 1996 and 1997, the twelve-month
period ended December 31, 1997, and for the period from January 1, 1998 through
<PAGE>
May 5, 1998; our report dated August 21, 1998, with respect to the combined
balance sheets of Caron Auto Works, Inc. and Caron Auto Brokers, Inc. as of
September 30, 1996 and 1997 and May 5, 1998, and the related combined statements
of operations, stockholders' equity, and cash flows for each of the years in the
three-year period ended September 30, 1997 and for the period from October 1,
1997 through May 5, 1998; our report dated July 24, 1998, with respect to the
balance sheets of Absolute Towing and Transporting, Inc. as of December 31, 1996
and 1997 and May 5, 1998 and the related statements of operations, stockholder's
equity and cash flows for the years ended December 31, 1996 and 1997 and for the
period from January 1, 1998 through May 5, 1998; our report dated July 31, 1998,
with respect to the consolidated balance sheets of ASC Transportation Services
and subsidiary as of December 31, 1997 and May 5, 1998, and the related
consolidated statements of operations, stockholder's deficit, and cash flows for
the year ended December 31, 1997 and for the period from January 1, 1998 through
May 5, 1998; our report dated August 14, 1998, with respect to the balance sheet
of Silver State Tow and Recovery, Inc. as of May 5, 1998, and the related
statement of operations, stockholder's deficit, and cash flows for the period
from January 1, 1998 through May 5, 1998; our report dated August 7, 1998, with
respect to the consolidated balance sheet of E&R Towing & Garage, Inc. and
subsidiaries as of February 28, 1998, and the related consolidated statements of
operations and retained earnings, and cash flows for the year then ended; our
report dated August 7, 1998, with respect to the balance sheet of Environmental
Auto Removal, Inc. as of December 31, 1997, and the related statements of
operations and retained earnings, and cash flows for the year then ended; our
report dated July 2, 1998, except for note 8, which is as of July 14, 1998, with
respect to the balance sheet of Neil's Used Truck & Car Sales, Incorporated as
of December 31, 1997, and the related statements of operations, stockholders'
equity, and cash flows for the year then ended; our report dated June 12, 1998,
with respect to the combined balance sheet of 5-L Corporation and ADP Transport,
Inc. as of December 31, 1997, and the related combined statements of operations,
stockholders' equity and cash flows for the year then ended; our report dated
August 19, 1998, with respect to the balance sheet of Car Transporters
Corporation as of December 31, 1997, and the related statements of operations,
stockholder's deficit, and cash flows for the year then ended; our report dated
August 13, 1998, with respect to the balance sheet of Schroeder Auto Carriers,
Inc. as of December 31, 1997 and the related statements of operations,
stockholders' equity and cash flows for the year then ended; our report dated
January 16, 1998, except as to note 13(b), which is as of May 6, 1998, with
respect to the balance sheets of Keystone Towing, Inc. as of December 31, 1996
and 1997, and the related statements of operations, stockholder's equity, and
cash flows for the years then ended; our report dated July 31, 1998, with
respect to the balance sheet of Fast Towing, Inc. as of December 31, 1997, and
the related statements of operations, stockholders' equity, and cash flows for
the year then ended; our report dated July 31, 1998, with respect to the balance
sheet of Alert Auto Transport, Inc. as of May 31, 1998, and the related
statements of earnings and retained earnings, and cash flows for the year then
ended, which reports appear in the prospectus dated April 26, 1998, included in
Post-Effective Amendment No. 2 to the United Road Services, Inc. registration
statement on Form S-1 (No. 333-65563), and to the reference to our firm under
the heading "Experts" in the prospectus.
/s/ KPMG LLP
Albany, New York
May 20, 1999
