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As filed with the Securities and Exchange Commission on October 29, 1998.
Registration No. 333-____________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
AEGIS COMMUNICATIONS GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-2050538
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
7880 BENT BRANCH DRIVE, SUITE 150
IRVING, TEXAS 75063
(972) 830-1800
(Address, including zip code, and telephone number, including area
code, of Registrant's principal executive offices)
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AEGIS COMMUNICATIONS GROUP, INC.
1998 STOCK OPTION PLAN
(Full title of the Plan)
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COPY TO:
STEPHEN A. MCNEELY KENNETH G. HAWARI
PRESIDENT AND CHIEF EXECUTIVE OFFICER HUGHES & LUCE, L.L.P.
AEGIS COMMUNICATIONS GROUP, INC. 1717 MAIN STREET, SUITE 2800
7880 BENT BRANCH DRIVE, SUITE 150 (214) 939-5558
IRVING, TEXAS 75063
(972) 830-1800
(Name, address, and telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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TITLE OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE(2)
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<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 7,500,000 $1.25 $9,375,000 $2,765.63
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</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
registration statement also includes an indeterminate number of additional
shares of Common Stock that may be issued if certain antidilution
provisions of the 1998 Stock Option Plan become operative.
(2) Estimated solely for the purpose of calculating the registration fee on the
basis of the average of the high and low price paid per share of Common
Stock, as reported on the Nasdaq National Market on October 27, 1998, in
accordance with Rule 457(h) promulgated under the Securities Act of 1933,
as amended.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not required to be filed with this Registration Statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been previously filed with the
Securities and Exchange Commission (the "Commission") by Aegis Communications
Group, Inc. (formerly known as ATC Communications Group, Inc.) (the
"Company"), are incorporated by reference in this Registration Statement:
(a) Annual Report on Form 10-K for the year ended June 30, 1998, which
contains audited financial statements of the Company for the fiscal year
ended June 30, 1998 (the "1998 Form 10-K").
(b) All reports filed by the Company pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since June 30, 1998.
(c) The description of the Company's common stock, par value $.01 per
share (the "Common Stock"), contained in the Company's registration statement
on Form 8-A, dated November 1985, including any amendment or report filed for
the purpose of updating such description.
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 to this Registration Statement, which indicate that
all of the shares of Common Stock offered have been sold or which deregisters
all of such shares 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.
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Any statement contained in a document incorporated or deemed to be
incorporated by reference herein 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 document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any 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's Certificate of Incorporation provides that the Company
shall indemnify any director, officer or employee, or former director,
officer or employee, of the Company, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement to the fullest extent
permitted by Section 145 of the Delaware General Corporation Law (the
"DGCL"). DGCL Section 145 provides, among other things, that the Company may
indemnify 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
(other than an action by or in the right of the Company) by reason of the
fact that he is or was a director, officer, agent or employee of the Company
or who serves or served at the Company's request as a director, officer,
agent, employee, partner or trustee of another corporation or of a
partnership, joint venture, trust or other enterprise, against expenses,
including attorneys' fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with such action, suit or
proceeding. The power to indemnify applies (a) if such person is successful
on the merits or otherwise in defense of any action, suit or proceeding, or
(b) if such person acted in good faith and in a manner he reasonably believed
to be in the best interest, or not opposed to the best interest, of the
Company or corporation and with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. The power to
indemnify applies to actions brought by or in the right of the corporation as
well, but only to the extent of defense expenses (including attorneys' fees
but excluding amounts paid in settlement) actually and reasonably incurred
and not to any satisfaction of a judgment or settlement of the claim itself,
and with the further limitation that in such actions no indemnification shall
be made in the event of any adjudication of negligence or misconduct in the
performance of his duties to the Company, unless the court believes that in
light of all the circumstances indemnification should apply.
The Company's Bylaws further provide that a determination of the minimum
standard required for indemnification may be made by either (a) a majority of
the directors of the Company (whether or not a quorum) who were not parties
to the action, (b) independent legal counsel in a written opinion, or (c) the
Company's stockholders. The Company may advance
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expenses to the potential indemnitee only if the Company's Board of Directors
so authorizes and if the potential indemnitee undertakes in writing to repay
the expenses if it is subsequently determined that he is not entitled to
indemnification. The indemnification provisions contained in the Company's
Certificate of Incorporation and Bylaws are not exclusive of any other rights
to which a person may be entitled by law, agreement, vote of stockholders or
disinterested directors or otherwise.
Insofar as indemnification by the Company for liabilities arising under
the Securities Act of 1933, as amended (the "Securities Act"), may be
permitted to directors, officers or persons controlling the Company pursuant
to the foregoing provisions, the Company has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibits to this Registration Statement are listed in the Index to
Exhibits of this Registration Statement, which Index is incorporated herein
by reference.
ITEM 9. 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 of 1933;
(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.
Notwithstanding the foregoing, any increase or decrease in the
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and
any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
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(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 (a)(1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8, or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (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 by the registrant for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions described in
Item 6, 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 by the registrant 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.
[Remainder of page intentionally left blank]
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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-8 and has duly caused this registration
statement or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Irving, State of Texas, on October
29, 1998.
AEGIS COMMUNICATIONS GROUP, INC.
By: /s/ Stephen A. McNeely
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Stephen A. McNeely, President,
Chief Executive Officer and Director
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POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Stephen A. McNeely and Matthew S. Waller, 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 to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby grants to such
attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent 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 or amendment thereto has been signed by the following
persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Date
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<S> <C>
/s/ Stephen A. McNeely October 29, 1998
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Stephen A. McNeely
President, Chief Executive Officer and Director
/s/Matthew S. Waller October 29, 1998
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Matthew S. Waller
Chief Financial Officer and Director
/s/ Michael G. Santry October 29, 1998
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Michael G. Santry
Co-Chairman of the Board and Director
/s/ Paul G. Stern October 29, 1998
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Paul G. Stern
Co-Chairman of the Board and Director
/s/ William G. Moore, Jr. October 21, 1998
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William G. Moore, Jr.
Director
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/s/ Daniel H. Chapman October 21, 1998
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Daniel H. Chapman
Director
/s/ Peter V. Ueberroth October 29, 1998
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Peter V. Ueberroth
Director
/s/ David L. Malcolm October 29, 1998
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David L. Malcolm
Director
/s/ Drew Lewis October 21, 1998
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Drew Lewis
Director
/s/ Frederic V. Malek October 29, 1998
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Frederic V. Malek
Director
/s/ Edward Blank October 20, 1998
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Edward Blank
Director
/s/ Darryl D. Pounds October 29, 1998
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Darryl D. Pounds
Director
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Exhibit
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<S> <C>
4.1 Aegis Communications Group, Inc. 1998 Stock
Option Plan (incorporated by reference from the
Company's Registration Statement on Form S-4
filed with the Commission on May 29, 1998 - File
No. 333-53887)
4.2 Form of Aegis Communications Group, Inc.
Qualified Stock Option Agreement (incorporated by
reference from the Company's Registration
Statement on Form S-4 filed with the Commission
on May 29, 1998 - File No. 333-53887)
4.3 Form of Aegis Communications Group, Inc.
Nonqualified Stock Option Agreement (incorporated
by reference from the Company's Registration
Statement on Form S-4 filed with the Commission
on May 29, 1998 - File No. 333-53887)
5.1* Opinion of Hughes & Luce, L.L.P.
23.1* Consent of Hughes & Luce, L.L.P.
(Contained in Exhibit 5.1)
23.2* Consent of PRICEWATERHOUSECOOPERS LLP
24.1* Power of Attorney (Contained at pp. 7-8)
</TABLE>
* Filed herewith
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EXHIBITS 5.1 AND 23.1
October 29, 1998
Aegis Communications Group, Inc.
7880 Bent Branch Drive, Suite 150
Irving, Texas 75063
Re: Registration Statement on Form S-8 for the Aegis Communications Group,
Inc. 1998 Stock Option Plan
Ladies and Gentlemen:
We have acted as counsel to Aegis Communications Group, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of 7,500,000
shares of the Company's common stock, $.01 par value per share (and, in
addition, an indeterminate number of additional shares if certain adjustment
provisions of the Company's 1998 Stock Option Plan become operative) (the
"Shares"), issuable under the Aegis Communications Group, Inc. 1998 Stock
Option Plan (the "Option Plan"). The Shares are being registered pursuant to
a registration statement on Form S-8 to be filed with the Securities and
Exchange Commission on or about October 29, 1998 (the "Registration
Statement").
In rendering this opinion, we have examined and relied upon executed
originals, counterparts or copies of such documents, records and certificates
(including certificates of public officials and officers of the Company) as
we considered necessary or appropriate for enabling us to express the
opinions set forth herein. In all such examinations, we have assumed the
authenticity and completeness of all documents submitted to us as originals
and the conformity to originals and completeness of all documents submitted
to us as photostatic, conformed, notarized or certified copies.
Based on the foregoing, we are of the opinion that the Shares will be,
if and when issued and paid for pursuant to the Option Plan, validly issued,
fully paid and nonassessable, assuming the Company maintains an adequate
number of authorized but unissued shares of common stock available for such
issuance, and further assuming that the consideration actually received by
the Company for the Shares exceeds the par value thereof.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ HUGHES & LUCE, L.L.P.
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated September 23, 1998, which appears
on page F-2 of the Aegis Communications Group, Inc. (formerly ATC
Communications Group, Inc.) Annual Report on Form 10-K for the year ended
June 30, 1998. We also consent to the application of such report to the
Financial Statement Schedule for the three years ended June 30, 1998 which
appears on page F-32 of such Annual Report on Form 10-K when such schedule is
read in conjunction with the financial statements referred to in our report.
The audits referred to in such report also included this schedule.
PRICEWATERHOUSECOOPERS LLP
Dallas, Texas
October 29, 1998
