As filed with the Securities and Exchange Commission on February 12, 1999.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
UNITED ROAD SERVICES, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 94-3278455
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
8 AUTOMATION LANE
ALBANY, NY 12205
(Address of Principal Executive Offices)
UNITED ROAD SERVICES, INC.
1998 EMPLOYEE STOCK OPTION PLAN
UNITED ROAD SERVICES, INC.
NON-QUALIFIED STOCK OPTION PLAN
(Full Title of the Plans)
EDWARD T. SHEEHAN
CHAIRMAN, CHIEF EXECUTIVE OFFICER AND SECRETARY
8 AUTOMATION LANE
ALBANY, NY 12205
(Name and Address of Agent For Service)
(518) 446-0140
(Telephone number, including area code, of agent for service)
With a copy to:
KAREN A. DEWIS, ESQ.
MCDERMOTT, WILL & EMERY
600 THIRTEENTH STREET, NW
WASHINGTON, DC 20005-3096
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered (1) Per Share (2) Price (2) Fee
<S> <C> <C> <C> <C>
Common Stock, $.001 par
value 1,778,885 $17.50 $31,130,488 $8,654
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(1) Includes a maximum of 1,278,885 shares to be issued upon exercise of
options granted pursuant to the United Road Services, Inc. 1998 Employee
Stock Option Plan and a maximum of 500,000 shares to be issued upon
exercise of options granted pursuant to the United Road Services, Inc.
Non-Qualified Stock Option Plan.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(c) and (h) under the Securities Act of 1933 on
the basis of the average of the high and low sale prices of the Common
Stock of United Road Services, Inc. (the "Company") as quoted on the
Nasdaq National Market on February 10, 1999.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated herein by reference and made a
part hereof:
1. Prospectus, dated January 8, 1999, included in Post-Effective
Amendment No. 2 to the Company's Registration Statement on Form
S-1 (Registration No. 333-56603), filed by the Company with the
Securities and Exchange Commission (the "Commission") pursuant
to the Securities Act of 1933, as amended (the "Securities Act")
as supplemented by the Prospectus Supplement dated January 11,
1999;
2. The Company's Quarterly Report on Form 10-Q for the period ended
March 31, 1998, filed by the Company with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act");
3. The Company's Quarterly Report on Form 10-Q for the period ended
June 30, 1998, filed by the Company with the Commission pursuant
to the Exchange Act;
4. The Company's Quarterly Report on Form 10-Q for the period ended
September 30, 1998, filed by the Company with the Commission
pursuant to the Exchange Act;
5. The Company's Current Report on Form 8-K, dated August 21, 1998,
filed by the Company with the Commission pursuant to the
Exchange Act on September 1, 1998;
6. The Company's Amended Current Report on Form 8-K/A, dated August
21, 1998, filed by the Company with the Commission pursuant to
the Exchange Act on October 26, 1998;
7. The Company's Current Report on Form 8-K, dated November 19,
1998, filed by the Company with the Commission pursuant to the
Exchange Act on December 8, 1998;
8. The Company's Current Report on Form 8-K, dated December 9,
1998, filed by the Company with the Commission pursuant to the
Exchange Act on December 24, 1998; and
9. The Company's Amended Current Report on Form 8-K/A, dated
December 9, 1998, filed by the Company with the Commission
pursuant to the Exchange Act on January 11, 1999.
The description of the Company's securities contained in the Company's
Registration Statement on Form 8-A, filed by the Company pursuant to the
Exchange Act on April 13, 1998, is also incorporated herein by reference and
made a part hereof.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents (such documents, and the
documents enumerated above, being hereinafter referred to as "Incorporated
Documents").
Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company has included in its Certificate of Incorporation and Bylaws
provisions 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 Company has entered into indemnification agreements with its
directors and certain key officers pursuant to which the Company is generally
obligated to indemnify its directors and such officers to the fullest extent
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 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 The Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-1 (Registration No.
333-46925)).
4.2 The Amended and Restated Bylaws of the Company (incorporated
by reference to Exhibit 3.2 to the Company's Registration
Statement on Form S-1 (Registration No. 333-46925)).
5.1 Opinion of McDermott, Will & Emery (filed herewith).
23.1 Consent of KPMG LLP (filed herewith).
23.2 Consent of McDermott, Will & Emery (included in Exhibit 5.1).
24.1 Powers of Attorney (included on the signature page to this
Registration Statement).
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(a) To include any prospectus required by
Section 10 (a) (3) of the Securities Act;
(b) To reflect in the prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in this Registration Statement; and
(c) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (1) (a) and (1) (b) do not
apply if the information required to be included in a
post-effective amendment by those 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 this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) That, for the 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
that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to
the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that
in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Albany, State of New York, on this 12th day of
January, 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 each person whose signature
appears below constitutes and appoints Edward T. Sheehan and Allan D. Pass, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any or 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 agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents 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 by the following persons in the
capacities indicated on this 12th day of January 1999.
Signature Title
/s/ Edward T. Sheehan Chairman of the Board, Chief Executive Officer
Edward T. Sheehan and Secretary (Principal Executive Officer)
/s/ Donald J. Marr Senior Vice President and Chief Financial
Donald J. Marr Officer
(Principal Financial and Accounting Officer)
/s/ Edward W. Morawski Vice President and Director
Edward W. Morawski
/s/ Grace M. Hawkins Director
Grace M. Hawkins
/s/ Donald F. Moorehead, Jr. Director
Donald F. Moorehead, Jr.
/s/ Todd Q. Smart Director
Todd Q. Smart
/s/ Richard A. Molyneux Director
Richard A. Molyneux
/s/ Mark J. Henninger Director
Mark J. Henninger
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EXHIBIT INDEX
Exhibit Number Description
5.1 Opinion (including consent) of McDermott, Will & Emery.
23.1 Consent of KPMG LLP.
24.1 Power of Attorney (included on signature page).
Exhibit 5.1
[McDermott, Will & Emery Letterhead]
February 11, 1999
United Road Services, Inc.
8 Automation Lane
Albany, NY 12205
Re: United Road Services, Inc. 1998 Employee Stock Option Plan
United Road Services, Inc. Non-Qualified Stock Option Plan
Gentlemen:
We have acted as counsel to United Road Services, Inc. (the "Company"),
in connection with the preparation and filing of a registration statement on
Form S-8 (the "Registration Statement"), for registration under the Securities
Act of 1933, as amended, of (i) 1,278,885 shares of Common Stock, $0.001 par
value, of the Company (the "Common Stock"), to be issued upon the exercise of
options granted pursuant to the Company's 1998 Employee Stock Option Plan (the
"1998 Plan"), and (ii) 500,000 shares of Common Stock to be issued upon the
exercise of options granted pursuant to the Company's Non-Qualified Stock Option
Plan (the "Non-Qualified Plan," and together with the 1998 Plan, the "Plans").
In arriving at the opinions expressed below we have examined:
1. A copy of the Company's Amended and Restated Certificate of
Incorporation;
2. A copy of the Amended and Restated By-Laws of the Company;
3. Copies of resolutions duly adopted by the Board of Directors
of the Company relating to the 1998 Plan and the Non-Qualified
Plan, respectively; and
4. A copy of each of the 1998 Plan and the Non-Qualified Plan.
In addition, we have examined and relied, to the extent we deemed
proper, on certificates of officers of the Company as to factual matters, 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 as copies, and 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 all
legal and corporate proceedings necessary for the authorization and issuance of
the shares of Common Stock to be sold by the Company pursuant to the respective
Plans have been duly taken and the shares of Common Stock, upon issuance
pursuant to the terms of the respective Plans, will be duly authorized, validly
issued, fully paid and non-assessable.
We hereby consent to (a) the filing of the foregoing legal opinion as
an exhibit to the Registration Statement and all amendments thereto and (b) all
references to our firm in the Registration Statement.
Very truly yours,
/s/ McDermott, Will & Emery
Exhibit 23.1
[KMPG LLP Letterhead]
The Stockholders and Board of Directors
United Road Services, Inc.:
We consent to the use of our reports, included in the Prospectus dated January
8, 1999, included in Post-Effective Amendment No. 2 to the United Road Services,
Inc.'s Registration Statement on Form S-1, the Amended Current Report on Form
8-K/A of United Road Services, Inc, dated August 21, 1998, and the Amended
Current Report on Form 8-K/A of United Road Services, Inc., dated December 9,
1998, incorporated herein by reference.
/s/ KPMG LLP
Albany, New York
February 11, 1999
