Registration No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________
COMPUTER OUTSOURCING SERVICES, INC.
(Exact name of registrant as specified in its charter)
_________________
New York 13-325-2333
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
360 West 31st Street
New York, New York 10001
(212) 564-3730
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
_________________
Zach Lonstein Richard A. Krantz, Esq.
Chairman of the Board and Robinson & Cole LLP
Chief Executive Officer Financial Centre
Computer Outsourcing 695 East Main Street
Services, Inc. Stamford, Connecticut 06901
360 West 31st Street (203) 462-7500
New York, New York 10001
(212) 564-3730
(Names, addresses, including zip codes, and telephone numbers, including
area codes, of agents for service)
_________________
Approximate date of commencement of proposed sale to the public: From
time to time after this registration statement becomes effective when
warranted by market conditions and other factors.
_________________
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box.
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act of 1933, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the
same offering.
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act of 1933, check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering.
If delivery of the prospectus is expected to be made pursuant to
Rule 434 under the Securities Act of 1933, please check the following
box.
_________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Each Class of Amount Maximum Maximum Amount
Securities to be Offering Aggregate of
to be Registered Registered Price Offering Registration
Per Unit Price * Fee
Common Stock, $.01 par 612,740 $8.16 $4,999,958.40 $1,475.00
value per share
* Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(h) and Rule 457(c), on the basis of the average of
the bid and asked prices of the Registrant's Common Stock on the NASDAQ
National Market on February 3, 1998.
____________________________
The registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that
this registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the
registration statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with
the Securities and Exchange Commission. These securities may not be sold
nor may offers to buy be accepted prior to the time the registration
statement becomes effective. This prospectus shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there by any
sale of these securities in any state in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such state.
SUBJECT TO COMPLETION
DATED FEBRUARY 5, 1998
PROSPECTUS
COMPUTER OUTSOURCING SERVICES, INC.
612,740 Shares Common Stock, par value $.01 per share
This prospectus constitutes a prospectus of Computer
Outsourcing Services, Inc., a New York corporation (the
"Company"), with respect to the registration for resale under the
Securities Act of 1933, as amended (the "1933 Act"), of an
aggregate of 612,740 shares of the Common Stock, par value $.01
per share of the Company (the "Common Stock"), consisting in part
of shares to be issued by the Company upon the exercise of
warrants by certain of the selling shareholders described herein.
The shares of Common Stock of the Company offered hereby
(the "Shares") may be sold from time to time by the holders
thereof (the "Selling Shareholders") in brokers' transactions at
prices prevailing at the time of sale or as otherwise described
in "Plan of Distribution." The Company will not receive any of
the proceeds from the sale of the Shares. Expenses of the
registration of the Shares, including legal and accounting fees
of the Company, will be paid by the Company. The Selling
Shareholders may pay usual and customary brokers' commissions.
This Prospectus has been prepared for the purpose of
registering the Shares under the 1933 Act to allow future sales
by the Selling Shareholders without restriction. To the
knowledge of the Company, the Selling Shareholders have made no
arrangement with any brokerage firm for the sale of the Shares.
A Selling Shareholder may be deemed to be an "underwriter" within
the meaning of the 1933 Act. Any commissions received by a
broker or dealer in connection with sales of the Shares may be
deemed to be underwriting commissions or discounts under the 1933
Act.
The Shares have not been registered for sale under the
securities laws of any state or jurisdiction as of the date of
this Prospectus. Brokers or dealers effecting transactions in
the Shares should confirm the registration thereof under the
securities laws of the states in which such transactions occur,
or the existence of an exemption from registration.
The Common Stock of the Company, including the Shares, is
listed on the NASDAQ National Market (the "NASDAQ"). The last
reported sale price on the NASDAQ on January ___, 1998, was
$_______ per share.
_________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is ___________ , 1998
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "1934 Act"),
and, in accordance therewith, files, reports, proxy statements
and other information with the Securities and Exchange Commission
( the "Commission"). Such reports, proxy statements and other
information filed by the Company may be inspected and copied at
the public reference facilities maintained by the Commission at
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at
the following Regional Office of the Commission: New York
Regional Office, 7 World Trade Center, Suite 1300, New York, New
York 10048. Copies of such material may also be obtained at
prescribed rates from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington D.C. 20549. The
Company files its reports, proxy statements and other information
with the Commission electronically. The Commission maintains a
Web site that contains reports, proxy and information statements
and other information on issuers that file electronically with
the Commission. The address of such Web site is
"http://www.sec.gov". The Company's Common Stock is listed on
the NASDAQ. Reports and other information concerning the Company
can be inspected and copied at the NASDAQ office at 1735 K Street
N.W., Washington D.C. 20008.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed by the Company with the
Commission pursuant to the 1934 Act, are hereby incorporated by
reference:
1. The Company's Annual Report on Form 10-KSB for the
fiscal year ended October 31, 1997; and
2. The description of the Company's Common Stock
contained in the Registration Statement on Form 8-A of
the Company, dated November 19, 1992, filed pursuant to
Section 12 of the 1934 Act (Commission File No. 0-
20824).
Each document filed subsequent to the date of this
Prospectus pursuant to Section 13(a), 13(c), 14 or 15(d) of the
1934 Act prior to the termination of the offering made by this
Prospectus shall be deemed to be incorporated by reference in
this Prospectus and shall be part hereof from the date of filing
of such document; provided, however, that the documents
enumerated above or subsequently filed by the Company pursuant to
Section 13 of the 1934 Act prior to the filing with the
Commission of the Company's most recent Annual Report on Form 10-
KSB shall not be incorporated by reference in this Prospectus or
be a part from and after the filing of such Annual Report on Form
10-KSB.
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 Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document which is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
Prospectus.
The Company has filed with the Commission a Registration
Statement (together with any amendments thereto, the
"Registration Statement") under the 1933 Act, with respect to the
shares of Common Stock offered hereby. This prospectus does not
contain all of the information set forth in the Registration
Statement and the exhibits and schedules thereto. Such
additional information may be obtained from the Commission's
principal office in Washington, D.C. Statements contained in
this prospectus or in any document incorporated by reference in
this prospectus as to the contents of any contract or other
document referred to herein or therein are not necessarily
complete, and in each instance reference is made to the copy of
such contract or other document filed as an exhibit to the
Registration Statement or such other document, each such
statement being qualified in all respects by such references.
The Company will provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus
is delivered, upon the written or oral request of any such
person, a copy of any document referred to above which has been
or may be incorporated in this Prospectus by reference, other
than exhibits to such documents (unless such exhibits are
specifically incorporated by reference into such documents).
Requests for such copies should be directed to: Secretary,
Computer Outsourcing Services, Inc., 360 West 31st Street, New
York, New York 10001, (212) 564-3730.
THE COMPANY
Computer Outsourcing Services, Inc. (the "Company") provides
information technology solutions which include comprehensive
information processing services to many industries, including
publishing, transportation, financial services and apparel
throughout the United States. The Company has grown through a
number of strategically located information processing companies.
The Company's services, known as outsourcing, provide all or
a portion of a client's data processing functions. These
services consist of managing all of a client's data processing
requirements, including on-line order entry, order processing,
inventory, accounts receivable, accounts payable, sales history
and analysis and general ledger. Clients' computer systems can
be linked by leased data circuits to the Company's main frame
computer center, from which the Company's support staff can
provide service on an on-line, real-time basis.
On December 19, 1997, the Company consummated the sale of
all of the outstanding capital stock of Daton Pay USA, Inc., Pay
USA of New Jersey, Inc., NEDS, Inc. and Key-ACA, Inc., all wholly-
owned subsidiaries of the Company comprising its payroll
processing division, to Zurich Payroll Operations Limited for a
purchase price of $14,400,000. The Company plans to use the
proceeds from the sale to expand its information processing
services business and to repay outstanding debt.
The Company's principal executive office is at 360 West 31st
Street, New York, New York 10001; and its telephone number is
(212) 564-3730.
SELLING SHAREHOLDERS
The following table lists the Selling Shareholders, the
number of shares of Common Stock of the Company beneficially
owned by such Selling Shareholders as of the date of this
Prospectus, the number of shares to be offered by such Selling
Shareholders and the number of outstanding shares to be owned by
such Selling Shareholders after the sale.
Shares Shares Shares to be
Selling Owned to be Owned After
Shareholder Prior to Offered Hereby Offering (1)
Offering
Whitehall 33,275 33,275 (2) 0
Financial
Group, Inc.
Corporate 1,500 1,500 (2) 0
Securities
Group, Inc.
James D. Gerson 49,000 19,000 (2) 30,000
(3)
Allen Sacharow 10,000 10,000(2) 0
Rodd Macklin 3,000 3,000 (2) 0
George 2,500 2,500(2) 0
McGoldrick
Michael Stango 2,225 2,225 (2) 0
J.W. Charles 18,500 18,500 (2) 0
Securities,
Inc.
Steven C. 6,000 6,000 (2) 0
Jacobs
Coletta Dorado 3,000 3,000 (2) 0
Vincent Chiera 1,000 1,000 (2) 0
J.W. Charles 75,240 75,240 (2) 0
Financial
Services, Inc.
Anton and Detta 308,864(5) 248,864 60,000
Donde Trust (4)
Eugene B. 22,649 22,649 0
Monosson
Eugene B. 5,967 5,967 0
Monosson IRA
Earle G. 14,497 14,497 0
Phillips, Jr.
Earle G. 7,708 7,708 0
Philipps, Jr.
IRA
Charles J. Wolf 18,431 18,431 0
II
Robert J. Keyes 14,781 14,781 0
Mary Ann Dalton 25,579 25,579 0
Charles J. Wolf 4,024 4,024 0
II, IRA
Vincent Mongno 75,000 75,000 (2) 0
_______________
(1) Assumes the sale of all of the Shares covered by this
Prospectus.
(2) Represents shares issued or to be issued by the Company upon
exercise of warrants.
(3) Mr. Gerson is a director of the Company.
(4) Anton P. Donde is the trustee of the Anton and Detta Donde
Trust. Mr. Donde is a director of the Company and served as
President of the Pay USA Division of the Company from 1994 until
December 19, 1997. After completion of the offering, Mr. Donde
will beneficially own 1.5% of the outstanding shares of Common
Stock of the Company at January 16, 1997.
(5) Includes 60,000 shares of Common Stock of the Company
beneficially owned by Anton Donde.
EXPERTS
The financial statements incorporated in this Prospectus by
reference from the Company's Annual Report on Form 10-KSB for the
year ended October 31, 1997, have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report,
which is incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing.
LEGAL MATTERS
The legality of the Shares has been passed upon for the
Company by Robinson & Cole LLP, Stamford, Connecticut, counsel
for the Company.
PLAN OF DISTRIBUTION
The Shares to be offered pursuant to this Prospectus are,
and in the case of Shares to be issued by the Company upon
exercise of warrants will be, fully paid and nonassessable and
will be offered and sold by the Selling Shareholders for their
own accounts. The Company will not receive any of the proceeds
from these sales.
The Selling Shareholders may offer and sell the Shares from
time to time in transactions at market prices prevailing at the
time of sale, at negotiated prices or otherwise. Sales may be
made to or through broker-dealers who may receive compensation in
the form of discounts, concessions or commissions from the
Selling Shareholders and/or the purchasers of Shares for whom
such broker-dealers may act as agents and/or to whom they may
sell as principals, or both (which compensation as to a
particular broker-dealer may be in excess of customary
commissions).
If required, this Prospectus will be supplemented to set
forth a particular offering of Shares to be made, the number of
Shares so offered for the Selling Shareholder's account and, if
an offering is to be made by or through underwriters or dealers,
the names of the underwriters or dealers and the principal terms
of the arrangements between the underwriters or dealers and the
Selling Shareholders.
The Selling Shareholders and any broker-dealers acting in
connection with the sale of the Shares hereunder may be deemed to
be "underwriters" within the meaning of Section 2(11) of the 1933
Act, and any commissions received by them and any profit realized
by them on the resale of Shares as principals may be deemed
underwriting compensation under the 1933 Act.
INDEMNIFICATION
The Company's Restated Certificate of Incorporation provides
that the Company's directors have the authority to provide in the
Company's By-laws for the indemnification of directors and
officers to the fullest extent permitted by law, including,
without limitation to a greater extent than provided in Sections
721 through 726 of the New York Business Corporation Law, as the
same may be amended and supplemented, or any successor provisions
thereto.
The Company's By-laws provide that: The Company shall
indemnify any present or former officer or director of the
Company or the personal representatives thereof, made or
threatened to be made a party in any civil or criminal action or
proceeding by reason of the fact that he, his testator or
intestate is or was a director or officer of the Company, or
served any other corporation, partnership, joint venture, trust,
employee benefit plan, or other enterprise in any capacity at the
request of the Company, against judgments, fines (including
excise tax assessed on such a person in connection with service
to an employee benefit plan), amounts paid in settlement and
reasonable expenses, including without limitation, court costs,
attorneys' fees and disbursements and those of accountants and
other experts and consultants incurred as a result of such action
or proceeding or any appeal therein, all of which expenses as
incurred shall be advanced by the Company pending the final
disposition of such action or proceeding. Such required
indemnification shall be subject only to the exception that no
indemnification may be made to or on behalf of any director or
officer in the event and to the extent that a judgment or other
final adjudication adverse to the director or officer establishes
that his acts were committed in bad faith or were the result of
active and deliberate dishonesty and were material to the cause
of action so adjudicated, or that he personally gained in fact a
financial profit or other advantage to which he was not legally
entitled (provided, that indemnification shall be made upon any
successful appeal of any such adverse judgment or final
adjudication). For purposes of indemnification, the Company
shall be deemed to have requested such present or former officer
or director to serve an employee benefit plan where the
performance by such person of his duties to the Company also
imposes duties on, or otherwise involves services by, such person
to the plan or participants or beneficiaries of the plan. The
foregoing right of indemnification shall not be deemed exclusive
of any and other rights to which any such person, his testator or
interstate, may be entitled apart from this provision.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as
expressed in the 1933 Act and is, therefore, unenforceable.
TABLE OF CONTENTS
Page
Available Information 2
Incorporation of Certain Documents by Reference 2
The Company 3
Selling Shareholders 3
Experts 4
Legal Matters 5
Plan of Distribution 5
Indemnification 5
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses in connection with the issuance and
distribution of the securities being registered are:
Filing Fee - Securities and Exchange Commission $1,475
Fee of Company's legal counsel* 4,000
Independent Accountants' fees* ________
NASDAQ listing application 6,130
Miscellaneous expenses* ________
*Total $________
* Estimated
The Company will be responsible for the payment of all of
the foregoing fees.
Item 15. Indemnification of Directors and Officers.
The Company's Restated Certificate of Incorporation provides
that the Company's directors have the authority to provide in the
Company's By-laws for the indemnification of directors and
officers to the fullest extent permitted by law, including,
without limitation to a greater extent than provided in Sections
721 through 726 of the New York Business Corporation Law, as the
same may be amended and supplemented, or any successor provisions
thereto.
The Company's By-laws provide that: The Company shall
indemnify any present or former officer or director of the
Company or the personal representatives thereof, made or
threatened to be made a party in any civil or criminal action or
proceeding by reason of the fact that he, his testator or
intestate is or was a director or officer of the Company, or
served any other corporation, partnership, joint venture, trust,
employee benefit plan, or other enterprise in any capacity at the
request of the Company, against judgments, fines (including
excise tax assessed on such a person in connection with service
to an employee benefit plan), amounts paid in settlement and
reasonable expenses, including without limitation, court costs,
attorneys' fees and disbursements and those of accountants and
other experts and consultants incurred as a result of such action
or proceeding or any appeal therein, all of which expenses as
incurred shall be advanced by the Company pending the final
disposition of such action or proceeding. Such required
indemnification shall be subject only to the exception that no
indemnification may be made to or on behalf of any director or
officer in the event and to the extent that a judgment or other
final adjudication adverse to the director or officer establishes
that his acts were committed in bad faith or were the result of
active and deliberate dishonesty and were material to the cause
of action so adjudicated, or that he personally gained in fact a
financial profit or other advantage to which he was not legally
entitled (provided, that indemnification shall be made upon any
successful appeal of any such adverse judgment or final
adjudication). For purposes of indemnification, the Company
shall be deemed to have requested such present or former officer
or director to serve an employee benefit plan where the
performance by such person of his duties to the Company also
imposes duties on, or otherwise involves services by, such person
to the plan or participants or beneficiaries of the plan. The
foregoing right of indemnification shall not be deemed exclusive
of any and other rights to which any such person, his testator or
interstate, may be entitled apart from this provision.
Item 16. Exhibits
5 Opinion and Consent of Robinson & Cole LLP.
23(a) Consent of Independent Accountants.
23(b) Consent of Robinson & Cole LLP is contained in
Exhibit 5.
24 Power of Attorney (see page II-3).
Item 17. Undertakings
(a) The undersigned small business issuer hereby undertakes:
(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this registration
statement to include any additional or changed material
information on the plan of distribution.
(2) That, for determining any liability under the
Securities Act of 1933, to treat each post-effective
amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to
be the initial bona fide offering.
(3) To file a post-effective amendment to remove from
registration any of the securities that remain unsold at the end
of the offering.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to
directors, officers and controlling persons of the small
business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than
the payment by the small business issuer of expenses incurred
or paid by a director, officer or controlling person of the
small business issuer 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 small business issuer 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 Act and will be
governed by the final adjudication of such issue.
(c) The undersigned registrant hereby undertakes that:
(1) For determining any liability under the Securities Act,
to treat the information omitted from the form of prospectus
filed as part of this registration statement in reliance
upon Rule 430A and contained in a form of prospectus filed
by the small business issuer pursuant to Rule 424(b)(1), or
(4) or 497(h) under the Securities Act as part of this
registration statement as of the time the Commission
declared it effective.
(2) For determining any liability under the Securities Act,
to treat each post-effective amendment that contains a form
of prospectus as a new registration statement for the
securities offered in the registration statement, and that
offering of the securities at that time as the initial bona
fide offering of those securities.
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes
any agent for service named in this registration statement to
execute in the name of each such person, and to file with the
Securities and Exchange Commission, any and all amendments,
including post-effective amendments, to the registration
statement, and appoints any such agent for service as attorney-in-
fact to sign in each such person's behalf individually and in
each capacity stated below and file any such amendments to the
registration statement and the registrant hereby also appoints
each such agent for service as its attorney-in-fact with like
authority to sign and file any such amendments in its name and
behalf.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that is has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 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 February 4, 1998.
COMPUTER OUTSOURCING SERVICES, INC.
(Registrant)
By: /s/ Zach Lonstein
Zach Lonstein
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the date indicated.
Signature Title Date
Principal Executive February 4, 1998
/s/ Zach Lonstein Officer and
Zach Lonstein Director
Principal Financial February 4, 1998
/s/ John C. Platt and Accounting Officer
John C. Platt and Director
/s/ Robert B. Wallach Director February 4, 1998
Robert B. Wallach
/s/ Jeffery Millman Director February 4, 1998
Jeffery Millman
Exhibit 5
February 4, 1998
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-3 (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, an aggregate
of 612,740 shares of Common Stock, par value $.01 per share
(the "Common Stock"), consisting of shares to be issued by
the Company upon the exercise by certain of the selling
shareholders described in the Registration Statement of
warrants and shares of Common Stock held by certain of the
other selling shareholders described in the Registration
Statement (collectively, the "Selling Shareholders). 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 and when sold by the Selling Shareholders will
be validly issued, fully paid and nonassessable shares of
Common Stock of the Company.
We hereby consent to the use of our name in the
Registration Statement and to the filing of this opinion as
an exhibit to such Registration Statement.
Very truly yours,
ROBINSON & COLE LLP
By: /s/ Richard A. Krantz
Richard A. Krantz, a partner
Exhibit 23(a)
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors and Stockholders
Computer Outsourcing Services, Inc.
We consent to the incorporation by reference in this
Registration Statement of Computer Outsourcing Services, Inc. and
Subsidiaries (the "Company") on Form S-3 of our report dated
January 9, 1998 (January 26, 1998 as to Note 6a), appearing in
the Annual Report on Form 10-KSB of the Company for the year
ended October 31, 1997 and to the reference to us under the
heading "Experts" in the Prospectus, which is part of the
Registration Statement.
DELOITTE & TOUCHE LLP
New York, New York
February 4, 1998
