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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 25, 2000
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REGISTRATION NO. 333-______________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VIASOURCE COMMUNICATIONS, INC.
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(Exact Name of Registrant as Specified in its Governing Instruments)
NEW JERSEY 22-2966853
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
200 EAST BROWARD BOULEVARD, SUITE 2100
FORT LAUDERDALE, FLORIDA 33301
800-683-0253
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(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
CRAIG A. RUSSEY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
200 EAST BROWARD BOULEVARD, SUITE 2100
FORT LAUDERDALE, FLORIDA 33301
800-683-0253
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(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
VIASOURCE COMMUNICATIONS, INC. 1999 STOCK INCENTIVE PLAN
VIASOURCE COMMUNICATIONS, INC. 2000 STOCK OPTION PLAN
TELECORE, INC. 1999 STOCK OPTION/STOCK ISSUANCE PLAN
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(Full Title of the Plan)
COPIES OF ALL COMMUNICATIONS TO:
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BRADLEY D. HOUSER
AKERMAN, SENTERFITT & EIDSON, P.A.
SUNTRUST INTERNATIONAL CENTER
ONE S.E. 3RD AVENUE, 28TH FLOOR
MIAMI, FLORIDA 33131-1704
(305) 374-5600
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF AMOUNT TO OFFERING PRICE PER AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED (1) SHARE(3) OFFERING PRICE (2) FEE
================================== ================== =========================== ================== ===============
<S> <C> <C> <C> <C>
Common Stock, no par value 5,658,840 shares $8.15625 $46,154,914 $12,185
================================== ================== =========================== ================== ===============
</TABLE>
(1) Includes 2,240,350 shares issuable under the Viasource Communications, Inc.
1999 Stock Incentive Plan, 2,235,294 shares issuable under the Viasource
Communications, Inc. 2000 Stock Option Plan and 1,183,196 shares issuable
under the TeleCore, Inc. 1999 Stock Option/Stock Issuance Plan.
(2) This Registration Statement also covers any additional shares that may
hereafter become issuable as a result of the adjustment provisions of the
Plans.
(3) Pursuant to Rule 457(c) under the Securities Act of 1933, as amended, the
proposed maximum offering price per share is the average of the high and
low price per share of the Common Stock on August 18, 2000.
Total Number of Sequentially Numbered Pages: _____
Exhibit Index on Sequentially Numbered Page: ______
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PART I
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The documents containing the information specified in Part I of Form
S-8 will be sent or given to participants in the stock option plans of Viasource
Communications, Inc. and its subsidiaries (the "Company"), as specified by Rule
428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act").
Such documents are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into the Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act. The documents incorporated
by reference into the Registration Statement pursuant to Item 3 of Part II
hereof will be available to participants in the Plans, without charge, upon
written or oral request. Any such request should be directed to Patrick M.
Ahern, Executive Vice President of Human Capital, Viasource Communications,
Inc., 200 East Broward Boulevard, Suite 2100, Fort Lauderdale, Florida 33301,
Telephone 800-683-0253.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
(Not Required in Prospectus)
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which have been filed by Viasource
Communications, Inc. (the "Registrant") with the Commission pursuant to the
Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated herein by reference:
(a) The Registrant's Final Prospectus dated August 18, 2000 which
forms part of the Registrant's Registration Statement on Form S-1
(Regis. No. 333-38476); and
(b) The description of the Registant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the
Commission on August 14, 2000 and any amendment or report filed
with the Commission for the purpose of updating such description.
In addition, all documents filed by the Registrant with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
of this Registration Statement and prior to the termination of the offering
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of the filing of such document with the
Commission. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of the
Registration Statement 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 superseded such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of the Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. The class of securities to be offered is registered
under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by New Jersey law, our certificate of incorporation
contains a provision that eliminates the personal liability of directors or
officers to us or our shareholders for damages for breaches of any duty, except
where the director's acts or omissions (i) were in breach of the director's or
officer's duty of loyalty to us or our shareholders, (ii) were not in good faith
or involved a knowing violation of law, or (iii) resulted in receipt by the
director or officer of an improper personal benefit. In appropriate
circumstances, equitable remedies such as an injunction or other forms of
non-monetary relief would remain available under New Jersey law.
Our certificate of incorporation also generally provides that we shall
indemnify, to the fullest extent permitted by law, any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
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investigative, including an action by or in the right of Viasource, by reason of
the fact that he (i) is or was a director, officer, employee or agent of ours,
(ii) is or was serving at our request as a director, officer, employee or agent
of another entity, or (iii) is or was serving at our request as a fiduciary of
an employee benefit plan, against expenses incurred by the person in connection
with such proceeding. We will not indemnify a person who did not act in good
faith and in a manner reasonably believed to be in, or not opposed to, our best
interests, or with respect to any criminal action or proceeding, who had
reasonable cause to believe that the conduct involved was unlawful.
We will pay the expenses incurred by an indemnifiable person in advance
of the final disposition of any action, suit or proceeding described above if
the person agrees in advance to repay the amounts if it is determined that the
person is not entitled to indemnification under New Jersey law.
New Jersey law also permits us to purchase insurance and we have
purchased and maintain directors' and officers' liability insurance coverage. In
general, such insurance provides coverage for payment on behalf of directors and
certain of our officers of amounts they are legally obligated to pay because of
covered risks for which we are not required or permitted to indemnify them.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits filed as part of this Registration Statement are as
follows:
EXHIBIT
NUMBER DESCRIPTION
------ -----------
3.1 -- Amended and Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.1 of the
Registrant's Registration Statement on Form S-1 -- Regis. No.
333-38476).
3.2 -- By-Laws of the Registrant (incorporated by reference to Exhibit
3.2 of the Registrant's Registration Statement on Form S-1 --
Regis. No. 333-38476).
4.1 -- Form of certificate of Common Stock of the Registrant
(incorporated by reference to Exhibit 4.1 of the Registrant's
Registration Statement on Form S-1 -- Regis. No. 333-38476).
5.1 -- Opinion of Akerman, Senterfitt & Eidson, P.A.
10.1 -- Viasource Communications, Inc. 1999 Stock Incentive Plan
(incorporated by reference to Exhibit 10.5(a) of the Registrant's
Registration Statement on Form S-1 -- Regis. No. 333-38476).
10.2 -- Viasource Communications, Inc. 2000 Stock Option Plan
(incorporated by reference to Exhibit 10.5(b) of the Registrant's
Registration Statement on Form S-1 -- Regis. No. 333-38476).
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EXHIBIT
NUMBER DESCRIPTION
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10.3 -- TeleCore, Inc. 1999 Stock Option/Stock Issuance Plan
(incorporated by reference to Exhibit 10.5(c) of the Registrant's
Registration Statement on Form S-1 -- Regis. No. 333-38476).
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consent of Ernst & Young LLP
23.3 -- Consent of KPMG LLP
23.4 -- Consent of Felsing, Rankin & Co., P.A.
23.5 -- Consent of D.R. Maxfield & Company
23.6 -- Consent of Akerman, Senterfitt & Eidson, P.A. (included in
opinion filed as Exhibit 5.1).
24.1 -- Powers of Attorney (included as part of the signature page
hereto).
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
A. (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.
provided, however, that paragraphs (a)(1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed or furnished to the Commission
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 herein, 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.
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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 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 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 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 of whether such indemnification by it is against
public policy and 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, as amended,
the Registrant has duly caused this Registration Statement on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly approved, in the City of
Fort Lauderdale, State of Florida, on the 23rd day of August, 2000.
VIASOURCE COMMUNICATIONS, INC.
By: /s/ CRAIG A. RUSSEY
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Craig A. Russey
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Craig A. Russey and Douglas J.
Betlach his true and lawful attorneys-in-fact, each acting alone, with full
powers of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities to sign any or all amendments, including any
post-effective amendments, to this registration statement, and to file the same,
with exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact or their substitutes, each acting alone, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
their capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ CRAIG A. RUSSEY President and Director (Principal August 23, 2000
------------------------------------ Executive Officer)
Craig A. Russey
/s/ WILLIAM W. SPRAGUE Chairman of the Board of Directors August 23, 2000
------------------------------------
William W. Sprague
/s/ DOUGLAS J. BETLACH Executive Vice President, Chief August 23, 2000
------------------------------------ Financial Officer, Treasurer and
Douglas J. Betlach Secretary
/s/ V. MICHAEL FITZGERALD Director August 23, 2000
------------------------------------
V. Michael Fitzgerald
/s/ BRUCE A. NASSAU, PH.D. Director August 23, 2000
------------------------------------
Bruce A. Nassau, Ph.D.
</TABLE>
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ ROY D. TARTAGLIA Director August 23, 2000
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Roy D. Tartaglia
/s/ LAWRENCE J. TOOLE Director August 23, 2000
------------------------------------
Lawrence J. Toole
/s/ RANDALL R. LUNN Director August 23, 2000
------------------------------------
Randall R. Lunn
</TABLE>
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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3.1 -- Amended and Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.1 of the
Registrant's Registration Statement on Form S-1 -- Regis. No.
333-38476).
3.2 -- By-Laws of the Registrant (incorporated by reference to Exhibit
3.2 of the Registrant's Registration Statement on Form S-1 --
Regis. No. 333-38476).
4.1 -- Form of certificate of Common Stock of the Registrant
(incorporated by reference to Exhibit 4.1 of the Registrant's
Registration Statement on Form S-1 -- Regis. No. 333-38476).
5.1 -- Opinion of Akerman, Senterfitt & Eidson, P.A.
10.1 -- Viasource Communications, Inc. 1999 Stock Incentive Plan
(incorporated by reference to Exhibit 10.5(a) of the
Registrant's Registration Statement on Form S-1 -- Regis. No.
333-38476).
10.2 -- Viasource Communications, Inc. 2000 Stock Option Plan
(incorporated by reference to Exhibit 10.5(b) of the
Registrant's Registration Statement on Form S-1 -- Regis. No.
333-38476).
10.3 -- TeleCore, Inc. 1999 Stock Option/Stock Issuance Plan
(incorporated by reference to Exhibit 10.5(c) of the
Registrant's Registration Statement on Form S-1 -- Regis. No.
333-38476).
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consent of Ernst & Young LLP
23.3 -- Consent of KPMG LLP
23.4 -- Consent of Felsing, Rankin & Co., P.A.
23.5 -- Consent of D.R. Maxfield & Company
23.6 -- Consent of Akerman, Senterfitt & Eidson, P.A. (included in
opinion filed as Exhibit 5.1).
24.1 -- Powers of Attorney (included as part of the signature page
hereto).
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