<PAGE>
As filed with the Securities and Exchange Commission on May 19, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
Registration Statement
Under
The Securities Act of 1933
TRANSCEND SERVICES, INC.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 33-0378756
------------------------------- ----------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
3353 Peachtree Road, N.E.
Suite 1000
Atlanta, Georgia 30326
----------------------------------------
(Address of principal executive offices)
1992 STOCK OPTION PLAN
--------------------------------
(Full Title of the Plan)
Larry G. Gerdes
President and Chief Executive Officer
Transcend Services, Inc.
3353 Peachtree Road, N.E.
Suite 1000
Atlanta, Georgia 30326
(404) 364-8000
----------------------
(Name, address and telephone number, including
area code, of agent for service)
______________________________
Copies Requested to:
Terry F. Schwartz, Esq.
Smith, Gambrell & Russell, LLP
Suite 3100, Promenade II
1230 Peachtree Street, N.E.
Atlanta, Georgia 30309-3592
(404) 815-3731
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share (1) Offering Price (1) Fee
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Options and
underlying shares 750,000 $1.65625 $1,242,188 $345.33
of Common Stock Shares
- -----------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based upon the average of the high and low prices
of the Common Stock on the Nasdaq National Market on May 17, 1999
<PAGE>
This Registration Statement covers 750,000 additional shares of the $0.01
par value Common Stock of Transcend Services, Inc. (the "Company") issuable
pursuant to the Company's 1992 Stock Option Plan, for which two previously filed
Registration Statements on Form S-8 are effective. The contents of the Company's
earlier Registration Statement on Form S-8, File No. 33-57072, as filed with the
Securities and Exchange Commission on January 15, 1993, and the contents of the
Company's earlier Registration Statement on Form S-8, File No. 333-16213, as
filed with the Securities and Exchange Commission on November 15, 1996, are
incorporated by reference.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
- ------ ---------------------------------------
The documents listed below are hereby incorporated by reference into
this Registration Statement, and all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which indicates that
all securities offered 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 such
documents:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998;
(b) the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999; and
(c) the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, as filed with the
Securities and Exchange Commission, pursuant to the Securities
Exchange Act of 1934, on January 8, 1990.
Item 4. Description of Securities.
- ------ --------------------------
No response to this item is required.
Item 5. Interests of Named Experts and Counsel.
- ------ ---------------------------------------
No response to this item is required.
Item 6. Indemnification of Officers and Directors.
- ------ -----------------------------------------
No response to this item is required.
Item 7. Exemption from Registration Claimed.
- ------ -----------------------------------
No response to this item is required.
<PAGE>
Item 8. Exhibits.
- ------ --------
The following exhibits are filed with or incorporated by reference into
this report. The exhibits which are denominated by an asterisk (*) were
previously filed as a part of, and are hereby incorporated by reference from the
Form S-8 Registration Statement under the Securities Act of 1933, as filed with
the Securities and Exchange Commission on November 15, 1996, Registration No.
333-16213.
Exhibit
Number Description of Exhibit
- ------ ----------------------
*4.1 - 1992 Stock Option Plan, as Amended and Restated.
*4.2 - Form of Stock Option Agreement under 1992 Stock Option Plan, as Amended
and Restated.
4.3 - Amendment, effective as of April 29, 1997, to 1992 Stock Option Plan,
as Amended and Restated
4.4 - Amendment, effective as of April 28, 1998, to 1992 Stock Option Plan,
as Amended and Restated
5.1 - Opinion of Smith, Gambrell & Russell.
23.1 - Consent of Arthur Andersen LLP.
23.2 - Consent of Smith, Gambrell & Russell (contained in their opinion filed
as Exhibit 5.1).
24.1 - Power of Attorney of Donald L. Lucas.
Item 9. Undertakings.
- ------ ------------
No response to this item is required.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Atlanta, State of Georgia, on this 11th day of May,
1999.
TRANSCEND SERVICES, INC.
Date: May 11, 1999 By: /s/ Larry G. Gerdes
-----------------------------------
Larry G. Gerdes, President,
Chief Executive Officer and Director
(Principal Executive Officer)
Date: May 11, 1999 By: /s/ Douglas A. Shamon
-----------------------------------
Douglas A. Shamon, Chief Financial
Officer, Secretary and Treasurer
(Principal Accounting and Financial
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.
Signature Title Date
--------- ----- ----
* Chairman May 11, 1999
- ------------------------
Donald L. Lucas
/s/ Larry G. Gerdes President and May 11, 1999
- ------------------------
Larry G. Gerdes Chief Executive Officer
/s/ George B. Caldwell Director May 11, 1999
- ------------------------
George B. Caldwell
/s/ Walter S. Huff, Jr. Director May 11, 1999
- ------------------------
Walter S. Huff, Jr.
/s/ Charles E. Thoele Director May 11, 1999
- ------------------------
Charles E. Thoele
/s/ B. Frederick Becker Director May 11, 1999
- ------------------------
B. Frederick Becker
*By: /s/ Larry G. Gerdes
----------------------
Larry G. Gerdes, pursuant to a
power-of-attorney filed as an
exhibit to this Registration Statement
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------ ----------------------
4.3 - Amendment, effective as of April 29, 1997, to 1992 Stock Option Plan,
as Amended and Restated
4.4 - Amendment, effective as of April 28, 1998, to 1992 Stock Option Plan,
as Amended and Restated
5.1 - Opinion of Smith, Gambrell & Russell.
23.1 - Consent of Arthur Anderson LLP.
24.1 - Power of Attorney of Donald L. Lucas.
<PAGE>
EXHIBIT 4.3
AMENDMENT TO
TRANSCEND SERVICES, INC.
1992 STOCK OPTION PLAN, AS AMENDED AND RESTATED
EFFECTIVE AS OF APRIL 29, 1997
WHEREAS, the Board of Directors of Transcend Services, Inc. (the
"Corporation") has previously adopted, and the stockholders of the Corporation
have approved, the 1992 Stock Option Plan, as Amended and Restated (the "Plan"),
pursuant to which options to purchase stock of the Corporation may be issued to
eligible directors and employees of the Corporation;
WHEREAS, the Board of Directors of the Corporation deems it desirable to
amend the Plan so as to expand the class of persons eligible for the granting of
options under the Plan to include consultants and advisors; and
WHEREAS, the Board of Directors of the Corporation deems it desirable to
further amend the Plan so as to conform the Plan to recent amendments made to
Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
NOW, THEREFORE, the Plan is amended upon the terms, and subject to the
conditions, set forth herein:
ARTICLE I.
AMENDMENTS TO PLAN
1.1 Paragraph (d) of Section 1.1 of the Plan shall be amended by deleting
paragraph (d) in its entirety and substituting the following new paragraph
therefore:
"Committee" shall mean a committee designated by the Board, which
shall consist of no fewer than two members of the Board, each of whom shall
be a "Non-Employee Director" within the meaning of Rule 16b-3 under the
Securities exchange Act of 1934, as amended. Should the Board consist of
only two or fewer than two members or should the Committee at any time
consist of an individual who does not meet the definition of a `Non-
Employee Director" within the meaning of Rule 16b-3 under the Securities
Exchange Act of 1934, as amended or if the Board should not designate the
Committee, the references herein to the Committee shall be deemed to mean
the Board."
1.2 Paragraph (h) of Section 1.1 of the Plan shall be amended by adding
the following sentence immediately following the first sentence.
"Solely as it relates to participation in this Plan, the term
"Employee" shall also include consultants, and advisors as determined from
time to time by the Committee provided that bona fide services shall be
rendered to the Company or its Subsidiaries by such consultants and
advisors and such services may not be in connection with the offer or sale
of securities in a capital-raising transaction."
<PAGE>
1.3 Paragraph (k) of Section 1.1 of the Plan shall be amended by adding
the following new sentence immediately following the first sentence:
"As it relates to members of the Committee as such term is defined in
this Section 1.1, the term "Non-Employee Director" shall have the meaning
set forth in Rule 16b-3 under the Securities Exchange Act of 1934, as
amended."
<PAGE>
EXHIBIT 4.4
AMENDMENT TO
TRANSCEND SERVICES, INC.
1992 STOCK OPTION PLAN, AS AMENDED AND RESTATED
EFFECTIVE AS OF APRIL 28, 1998
WHEREAS, the Board of Directors of Transcend Services, Inc. (the "Company")
has previously adopted, and the shareholders of the Corporation have approved,
the 1992 Stock Option Plan, as amended (the "Plan") pursuant to which options to
purchase stock of the Corporation may be issued to eligible directors and
employees of the Corporation; and
WHEREAS, the Board of Directors of the Corporation deems it desirable to
amend the Plan so as to increase the number of shares available for issuance
pursuant to the exercise of options granted under the Plan.
NOW, THEREFORE, the Plan is amended upon the terms, and subject to the
conditions, set forth herein:
ARTICLE I
AMENDMENT TO PLAN
1.1 Section 5.1 of Article V of the Plan shall be amended by deleting the
first sentence of such section in its entirety and substituting therefor the
following:
"5.1 LIMITATIONS. Subject to adjustments pursuant to the provisions
of Section 5.2 hereof, the maximum number of shares of Stock that may
be issued and sold hereunder shall not exceed, in the aggregate,
2,750,000 shares.
ARTICLE II
EFFECTIVE DATE OF AMENDMENT
2.1 The amendment effected hereby shall be effective on the date that such
amendment is approved a majority of all votes present and entitled to vote at
the Special Meeting of Stockholders to be held on April 28, 1998.
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF SMITH, GAMBRELL & RUSSELL, LLP]
May 19, 1999
Board of Directors
Transcend Services, Inc.
3353 Peachtree Road, N.E.
Suite 1000
Atlanta, Georgia 30326
RE: Transcend Services, Inc.
Registration Statement on Form S-8
750,000 Shares of $0.01 par value Common Stock
1992 Stock Option Plan
----------------------
Gentlemen:
We have acted as counsel for Transcend Services, Inc. (the "Company") in
connection with the registration of 750,000 shares of its $0.01 par value Common
Stock (the "Shares") reserved to the Company's 1992 Stock Option Plan as Amended
and Restated (the "Plan"), pursuant to a Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended, covering the
Shares.
In connection therewith, we have examined the following:
(1) The Certificate of Incorporation of the Company, as amended, certified by
the Department of State of the State of Delaware;
(2) The By-Laws of the Company, certified as complete and correct by the
Secretary of the Company;
(3) The minute book of the Company, certified as correct and complete by the
Secretary of the Company;
(4) Certificate of Good Standing with respect to the Company, issued by the
Department of State of the State of Delaware; and
(5) The Registration Statement, including all exhibits thereto.
<PAGE>
Based upon such examination and upon examination of such other instruments and
records as we have deemed necessary, we are of the opinion that:
(A) The Company has been duly incorporated under the laws of the State of
Delaware and is validly existing and in good standing under the laws of
that state.
(B) The Shares covered by the Registration Statement have been legally
authorized and when issued in accordance with the terms described in said
Registration Statement, will be validly issued, fully paid and
nonassessable.
We consent to the filing of this opinion as an exhibit to the aforementioned
Registration Statement on Form S-8 and to the reference to this firm under the
caption "Legal Matters" in the Prospectus. In giving this consent, we do not
thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, or the rules and
regulations of the Securities and Exchange Commission thereunder.
Sincerely,
SMITH, GAMBRELL & RUSSELL
/s/ Terry Ferraro Schwartz
--------------------------
Terry Ferraro Schwartz
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our reports dated
February 15, 1999 included in or incorporated by reference in Transcend
Services, Inc.'s Form 10-K, filed with the Securities and Exchange Commission
for the year ended December 31, 1998 and to all references to our Firm included
in this registration statement.
ARTHUR ANDERSEN LLP
Atlanta, Georgia
May 12, 1999
<PAGE>
EXHIBIT 24.1
STATE OF GEORGIA
COUNTY OF FULTON
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, Donald L. Lucas, a Director of
TRANSCEND SERVICES, INC., a Delaware corporation, do constitute and appoint
Larry G. Gerdes and Douglas A. Shamon my true and lawful attorneys-in-fact, each
with full power of substitution, for me in any and all capacities, to sign,
pursuant to the requirements of the Securities Act of 1933, a Registration
Statement on Form S-8 for TRANSCEND SERVICES, INC., in connection with its 1992
Stock Option Plan and to file the same with the Securities and Exchange
Commission, together with all exhibits thereto and other documents in connection
therewith, and to sign on my behalf and in my stead, in any and all capacities,
any amendments to said Registration Statement, incorporating such changes as
said attorneys-in-fact deem appropriate, hereby ratifying and confirming all
that said attorneys-in-fact, or their substitute or substitutes, may do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 7th day
of May, 1999.
/s/ Donald L. Lucas
--------------------------------
Donald L. Lucas
ACKNOWLEDGMENT
--------------
Before me this 10th day of May, 1999, came Donald L. Lucas personally
known to me, who in my presence did sign and seal the above and foregoing Power
of Attorney and acknowledged the same as his true act and deed.
/s/ Jennifer Kirk
-------------------------------
NOTARY PUBLIC
State of Georgia
My Commission Expires: 12/29/99
