AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 4, 1998
REGISTRATION NO. 333-______
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TECHNISOURCE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 59-2786227
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION)
1901 WEST CYPRESS CREEK ROAD, SUITE 202
FT. LAUDERDALE, FLORIDA 33309
(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
TECHNISOURCE, INC. LONG-TERM INCENTIVE PLAN
AND EMPLOYEE STOCK OPTION
(FULL TITLE OF PLAN)
JOSEPH W. COLLARD
PRESIDENT AND CHIEF EXECUTIVE OFFICER
TECHNISOURCE, INC.
1901 WEST CYPRESS CREEK ROAD, SUITE 202
FT. LAUDERDALE, FLORIDA 33309
(NAME AND ADDRESS, INCLUDING ZIP CODE, OF AGENT FOR SERVICE)
(954) 493-8601
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES OF ALL COMMUNICATIONS TO:
STEVEN SONBERG, ESQ.
HOLLAND & KNIGHT LLP
701 BRICKELL AVENUE, SUITE 3000
MIAMI, FLORIDA 33131
(305) 374-8500
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
========================================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF AMOUNT TO OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED (1) PER SHARE OFFERING PRICE FEE
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, $.01 PAR VALUE 50,909 $ 5.50 $ 280,000 $ 826(2)
- ------------------------------------------------------------------------------------------------------------------------
COMMON STOCK, $.01 PAR VALUE 18,182 $ 8.25 $ 150,002 $ 426(2)
- ------------------------------------------------------------------------------------------------------------------------
COMMON STOCK, $.01 PAR VALUE 303,158 $ .13 $ 39,411 $ 117(2)
- ------------------------------------------------------------------------------------------------------------------------
COMMON STOCK, $.01 PAR VALUE 1,520,909 $8.7813(3) $13,355,558 $3,713(3)
- ------------------------------------------------------------------------------------------------------------------------
TOTAL................................ $5,082
========================================================================================================================
</TABLE>
(1) THIS REGISTRATION STATEMENT ALSO COVERS ANY ADDITIONAL SHARES THAT MAY
HEREAFTER BECOME PURCHASABLE AS A RESULT OF THE ADJUSTMENT PROVISIONS IN
THE PLAN OR THE AGREEMENT PURSUANT TO WHICH SUCH SHARES ARE ISSUED.
(2) DETERMINED IN ACCORDANCE WITH RULE 457(H), THE REGISTRATION FEE IS BASED ON
THE EXERCISE PRICE PER SHARE FOR SHARES PRESENTLY SUBJECT TO OUTSTANDING
OPTIONS.
(3) ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE BASED
UPON THE AVERAGE OF THE HIGH AND LOW PRICES REPORTED ON THE NASDAQ NATIONAL
MARKET ON NOVEMBER 3, 1998.
<PAGE>
EXPLANATORY NOTE
This Registration Statement has been prepared in accordance with the
requirements of Form S-8 and is intended to be used to register shares to be
issued and sold pursuant to the Technisource, Inc. Long-Term Incentive Plan (the
"Plan") and pursuant to options awarded outside the Plan to an employee.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are hereby incorporated herein by
reference:
(1) The Registrant's 424(b) Prospectus dated and filed with
the Commission on June 25, 1998 (File No. 333-50803);
(2) The Registrant's Quarterly Report on Form 10-Q filed with
the Commission for the period ending June 30, 1998; and
(3) The description of the Registrant's Common Stock contained
under the caption "Description of Registrant's Securities to be
Registered" in the 424(b) Prospectus and incorporated by reference into
the Registration Statement of the Registrant on Form 8-A (File No.
000-24391) filed with the Commission pursuant to Section 12(g) of the
Securities Exchange Act of 1934 (the "Exchange Act") on June 4, 1998.
All documents subsequently filed by the Registrant 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 shares of Common Stock being
offered hereby have been sold or which deregisters all shares of Common Stock
then remaining unsold, shall be deemed incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
Any statement in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or replaces such statement. Any statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this prospectus.
The Registrant undertakes to provide without charge to each person,
including any beneficial owner, to whom this prospectus is delivered, upon
written or oral request of such person, a copy of any and all information that
has been incorporated by reference in this prospectus (not including exhibits to
the information that is incorporated by reference unless such exhibits are
specifically incorporated by reference into the information that this prospectus
incorporates). Such request should be directed to the President, Technisource,
Inc., 1901 West Cypress Creek Road, Suite 202, Ft. Lauderdale, Florida 33309,
telephone number (954) 493-8601.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
II-1
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Florida Business Corporation Act, as amended (the "FBCA"), provides
that, in general, a business corporation may indemnify any person who is or was
a party to any proceeding (other than an action by, or in the right of, the
corporation) by reason of the fact that he or she is or was a director or
officer of the corporation, against liability incurred in connection with such
proceeding, including any appeal thereof, provided certain standards are met,
including that such officer or director acted in good faith and in a manner he
or she reasonably believed to be in, or not opposed to, the best interests of
the corporation, and provided further that, with respect to any criminal action
or proceeding, the officer or director had no reasonable cause to believe his or
her conduct was unlawful. In the case of proceedings by or in the right of the
corporation, the FBCA provides that, in general, a corporation may indemnify any
person who was or is a party to any such proceeding by reason of the fact that
he or she is or was a director or officer of the corporation against expenses
and amounts paid in settlement actually and reasonably incurred in connection
with the defense or settlement of such proceeding, including any appeal thereof,
provided that such person acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim as to which such person is adjudged liable unless a court of competent
jurisdiction determines upon application that such person is fairly and
reasonably entitled to indemnity. To the extent that any officers or directors
are successful on the merits or otherwise in the defense of any of the
proceedings described above, the FBCA provides that the corporation is required
to indemnify such officers or directors against expenses actually and reasonably
incurred in connection therewith. However, the FBCA further provides that, in
general, indemnification or advancement of expenses shall not be made to or on
behalf of any officer or director if a judgment or other final adjudication
establishes that his or her actions, or omissions to act, were material to the
cause of action so adjudicated and constitute: (i) a violation of the criminal
law, unless the director or officer had reasonable cause to believe his or her
conduct was lawful or had no reasonable cause to believe it was unlawful; (ii) a
transaction from which the director or officer derived an improper personal
benefit; (iii) in the case of a director, a circumstance under which the
director has voted for or assented to a distribution made in violation of the
FBCA or the corporation's articles of incorporation; or (iv) willful misconduct
or a conscious disregard for the best interests of the corporation in a
proceeding by or in the right of the corporation to procure a judgment in its
favor or in a proceeding by or in the right of a shareholder.
The Company's Bylaws provides that the Company shall indemnify any
director, officer or employee or any former director, officer or employee to the
fullest extent permitted by law.
II-2
<PAGE>
The Company has acquired insurance with respect to, among other things,
certain liabilities that may arise under the statutory provisions referred to
above. The directors and officers of the Company will also be insured against
certain liabilities, including certain liabilities arising under the Securities
Act of 1933, which might be incurred by them in such capacities.
The indemnification provided by the FBCA and the Registrant's Bylaws is
not exclusive of any other rights to which a director or officer may be
entitled. The general effect of the foregoing provisions may be to reduce the
circumstances which an officer or director may be required to bear the economic
burden of the foregoing liabilities and expense.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
4.1* Amended and Restated Articles of Incorporation of the Registrant
4.2* Amended and Restated Bylaws of the Registrant
4.3* Specimen Certificate of the Registrant's Common Stock
5 Opinion of Holland & Knight LLP
23.1 Consent of Holland & Knight LLP (included in Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP
24.1 Power of Attorney (included in the signature page hereto)
*Incorporated by reference to the Exhibits to Amendment No. 1 to the
Registrant's Registration Statement on Form S-1 (File No. 333-50803) filed with
the Commission on May 29, 1998.
ITEM 9. UNDERTAKINGS.
The undersigned hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
II-3
<PAGE>
(i) 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; provided, however, that a post-effective
amendment will not be filed if not apply if the information required to
be included in such post-effective amendment is contained in periodic
reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement; and
(ii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (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 the 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 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 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.
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 Articles of Incorporation or Bylaws of the Registrant
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 the 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.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Ft.
Lauderdale and the State of Florida on this 4th day of November, 1998.
TECHNISOURCE, INC.
By: /s/ Joseph W. Collard
------------------------------------
Joseph W. Collard
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
constitutes and appoints Joseph W. Collard and James F. Robertson and each of
them individually, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and any and all
Registration Statements filed pursuant to Rule 462(b) under the Securities Act
of 1933, 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 he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, may lawfully do or cause to be
done by virtue hereof.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Joseph W. Collard Chairman of the Board, President November 4, 1998
- ------------------------------ and Chief Executive Officer
Joseph W. Collard (Principal Executive Officer)
/s/ James F. Robertson Executive Vice President, Chief November 4, 1998
- ------------------------------ Operating Officer and Director
James F. Robertson
/s/ John A. Morton Treasurer, Chief Financial Officer November 4, 1998
- ------------------------------ and Director
John A. Morton (Principal Financial and
Accounting Officer)
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
5 Opinion of Holland & Knight LLP
23.2 Consent of KPMG Peat Marwick LLP
EXHIBIT 5
HOLLAND & KNIGHT LLP
701 Brickell Avenue, Suite 3000
Miami, Florida 33131
November 3, 1998
Technisource, Inc.
1901 West Cypress Creek Road
Ft. Lauderdale, Florida 33309
Re: Technisource, Inc. (the "Company")
Registration Statement on Form S-8
Ladies & Gentlemen:
You have requested our opinion in connection with the above-referenced
Registration Statement, (the "Registration Statement") in connection with the
registration for sale of (i) an aggregate of 1,590,000 shares (the "Plan
Shares") of common stock, par value $.01 per share ("Common Stock"), of the
Company, which may be issued to participants in the Company's Long-Term
Incentive Plan (the "Plan"), and (ii) 303,158 shares (together with the Plan
Shares, the "Shares") of Common Stock, which may be issued by the Company to an
employee of the Company pursuant to certain stock options issued outside the
Plan.
We have reviewed copies of the Amended and Restated Articles of
Incorporation and Amended and Restated Bylaws of the Company, and have examined
such corporate documents and records and other certificates, and have made such
investigations of law, as we have deemed necessary in order to render the
opinion hereinafter set forth.
Based upon and subject to the foregoing, we are of the opinion that the
Shares are duly authorized, and, when the Shares are fully paid for in
accordance with the terms and conditions set forth in the Plan or the agreement
pursuant to which such Shares are issued outside the Plan, such Shares will be,
assuming no changes in the applicable law or pertinent facts, validly issued,
fully paid and nonassessable.
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/ HOLLAND & KNIGHT LLP
-------------------------------
HOLLAND & KNIGHT LLP
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Technisource, Inc.:
We consent to the incorporation by reference in the registration statement on
Form S-8 of our report dated February 20, 1998, except as to note 10 which is as
of May 26, 1998 relating to the combined balance sheets of Technisource, Inc.,
Technisource of Florida, Inc. and Technisource Midwest, Inc. (collectively
"Technisource, Inc.") as of December 31, 1997 and 1996 and the related
statements of income, shareholders' equity and cash flows for each of the years
in the three-year period ended December 31, 1997, which appears in the
registration statement on Form S-1 of Technisource, Inc. (No. 333-50803).
/s/ KPMG Peat Marwick LLP
----------------------
KPMG Peat Marwick LLP
Ft. Lauderdale, Florida
November 2, 1998
