Registration Statement No. _____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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COMPUTER OUTSOURCING SERVICES, INC.
(Exact Name of Registrant as Specified in Its Charter)
New York 13-325-2333
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
360 West 31st Street
New York, New York 10001
(Address of Principal Executive Offices)
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COMPUTER OUTSOURCING SERVICES, INC. 1992 STOCK OPTION
AND STOCK APPRECIATION RIGHTS PLAN
(Full Title of the Plan)
-----------------------------------------------------
Zach Lonstein
Chief Executive Officer
Computer Outsourcing Services, Inc.
360 West 31st street
New York, New York 10001
(Name and Address of Agent for Service)
(212) 564-3730
(Telephone Number, Including Area Code, of Agent For Service)
<PAGE>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
Title of Amount Proposed Proposed Amount
Securities to be Maximum Maximum of
to be Registered Offering Price Aggregate Registration
Registered (1) Per Share Offering Price Fee
---------- ---------- --------------- -------------- ------------
Common Stock,
$.01 par
value per 850,000
share shares
----------
Shares
Underlying
Options 461,100 $3.25 - $5.50 $1,757,627.40 $532.61
Granted shares (2)
Shares
Underlying
Options
Available 388,900 $4.44 $1,726,716.00 $523.25
for Grant shares (3) (3)
---------- -------------- ------------
850,000
TOTAL: shares $3,484,343.40 $1,055.86
========== ============== ============
1) Plus, in accordance with Rule 416(a) of the Securities Act of 1933, as
amended (the "Securities Act"), such indeterminate number of shares as
may become subject to options under the Computer Outsourcing Services,
Inc. 1992 Stock Option and Stock Appreciation Rights Plan (the "Plan")
as a result of the adjustment provisions therein.
(2) The registration fee for shares of Common Stock issuable upon exercise
of outstanding options under the Plan was calculated pursuant to Rule
457(h) of the Securities Act using the prices at which such options may
be exercised.
(3) Estimated solely for the purpose of determining the amount of the
registration fee and, pursuant to Rules 457(c) and 457(h) of the
Securities Act, based upon the average of the bid and asked prices of
the Common Stock reported by the National Association of Securities
Dealers, Inc. on July 14, 1997.
Approximate date of commencement of proposed sale to the public: The Common
Stock obtained upon the exercise of options issued pursuant to the Plan may be
offered and sold by the holders thereof from time to time after the
effectiveness of this Registration Statement.
The contents of Registration Statement No. 33-89160 are incorporated by
reference herein.
On May 5, 1997, the shareholders of Computer Outsourcing Services, Inc.
approved an amendment to the Plan increasing the number of authorized shares of
the Company's Common Stock issuable thereunder to 1,200,000.
<PAGE>
Exhibits.
5. Opinion of Robinson & Cole LLP regarding legality (filed herewith).
23(a). Consent of Deloitte & Touche LLP (filed herewith).
23(b). Consent of Robinson & Cole LLP (contained in Exhibit 5).
24. Power of Attorney (filed herewith as part of the Signature Page).
<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 New York, State of New York, on this 17th day
of July, 1997.
COMPUTER OUTSOURCING
SERVICES, INC.
By: /s/ Zach Lonstein
-----------------
Zach Lonstein
Chairman of the Board
and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Zach Lonstein and Richard A. Krantz his
true and lawful attorneys-in-fact and agents, 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 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 agents, each acting alone,
full power and authority to do and perform 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, each acting alone, or his substitute or
substitutes may lawfully do and cause to be done by virtue thereof.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on July 17,
1997 in the capacities indicated.
Signature Title
- --------- -----
/s/ Zach Lonstein Principal Executive Officer,
- ----------------- and Director
Zach Lonstein
/s/ Laurence Carpenter Principal Financial Officer and
- ---------------------- Principal Accounting Officer,
Laurence Carpenter Acting
/s/ Anton P. Donde Director
- ------------------
Anton P. Donde
/s/ James D. Gerson Director
- -------------------
James D. Gerson
/s/ Jeffrey Millman Director
- -------------------
Jeffrey Millman
/s/ Eugene Monosson Director
- -------------------
Eugene Monosson
/s/ John C. Platt Director
- -----------------
John C. Platt
/s/ Howard Waltman Director
- ------------------
Howard Waltman
/s/ Robert B. Wallach Director
- ---------------------
Robert B. Wallach
<PAGE>
Exhibit 5
July 17, 1997
Computer Outsourcing Services, Inc.
360 West 31st Street
New York, New York 10001
Dear Sirs:
This opinion is being given in connection with the Registration
Statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission by Computer Outsourcing Services, Inc.
(the "Company") on the date hereof for the purpose of registering under the
Securities Act of 1933, as amended, 850,000 shares of Common Stock, par value
$.01 per share (the "Common Stock"), to be issued by the Company under the
Computer Outsourcing Services, Inc. 1992 Stock Option and Stock Appreciation
Rights Plan, as amended (the "Plan"). In connection with this opinion, we have
examined such corporate records, certificates and other documents and such
questions of law as we have considered necessary or appropriate for the purpose
of this opinion.
Upon the basis of such examination, we advise you that, in our opinion,
the Common Stock has been legally authorized for issuance under the Plan and
when sold upon valid exercise of the options granted under the Plan will be
validly issued, fully paid and nonassessable shares of Common Stock of the
Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended.
Very truly yours,
/s/ ROBINSON & COLE LLP
<PAGE>
Exhibit 23 (a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Computer Outsourcing Services, Inc. (the "Company") on Form S-8 of our report
dated January 10, 1997, appearing in the Annual Report on Form 10-KSB of the
Company for the year ended October 31, 1996.
/s/ DELOITTE & TOUCHE LLP
New York, New York
July 17, 1997
