As filed with the Securities and Exchange Commission September 3, 1999
Registration Statement No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
COMPUTER OUTSOURCING SERVICES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-325-2333
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
2 Christie Heights Street
Leonia, NJ 07605
(Address of Principal Executive Offices)
--------------------------------------------
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.
2 Christie Heights Street
Leonia, NJ 07605
(Name and Address of Agent for Service)
(201) 840-4700
(Telephone Number, Including Area Code, of Agent For Service)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
================================================================================================================================
CALCULATION OF REGISTRATION FEE
================================================================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Amount to be Offering Price Aggregate Registration Fee
Registered Registered (1) Per Share Offering Price
================================= ======================= ======================= ====================== =======================
Common Stock, $.01 par value $1,216.25
per share 500,000 shares $8.75(2) $4,375,000.00(2)
================================= ======================= ======================= ====================== =======================
</TABLE>
(1) Plus, in accordance with Rule 416(c) 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) 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 September 2, 1999.
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.
<PAGE>
The contents of Registration Statements Nos. 33-89160 and 33-31875 are
incorporated herein by reference.
On June 23, 1999, the shareholders of Computer Outsourcing Services, Inc.
approved an amendment to the Computer Outsourcing Services, Inc. 1992 Stock
Option and Stock Appreciation Rights Plan increasing the number of authorized
shares of the Company's Common Stock issuable thereunder to 1,700,000.
- 1 -
<PAGE>
Exhibits.
5. Opinion of Robinson & Cole LLP regarding legality (filed herewith).
23(a). Consent of Ernst & Young, 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).
- 2 -
<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 Leonia, State of New Jersey, on this 3rd day of
September, 1999.
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.
- 3 -
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on September 3,
1999 in the capacities indicated.
Signature Title
/s/ Zach Lonstein Principal Executive Officer,
- ----------------- and Director
Zach Lonstein
/s/Nicholas J. Letizia Principal Financial Officer and
- ---------------------- Principal Accounting Officer
Nicholas J. Letizia
/s/John C. Platt Director
- ----------------
John C. Platt
/s/Howard Waltman Director
- -----------------
Howard Waltman
/s/Robert B. Wallach Director
- --------------------
Robert B. Wallach
/s/Peter J. DaPuzzo Director
- -------------------
Peter J. DaPuzzo
/s/Warren Ousley Director
- ----------------
Warren Ousley
/s/Joseph Lynaugh Director
- -----------------
Joseph Lynaugh
- 4 -
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. EXHIBIT PAGE NO.
5. Opinion of Robinson & Cole LLP regarding legality. 7
23(a). Consent of Ernst & Young, LLP. 8
23(b). Consent of Robinson & Cole LLP. Contained
in Exhibit
5 on Page 7
24. Power of Attorney. Filed as
part of the
Signature
Page on 3
Exhibit 5
September 3, 1999
Computer Outsourcing Services, Inc.
2 Christie Heights Street
Leonia, NJ 07605
Ladies and Gentlemen:
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, 500,000 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, the shares
of Common Stock will be validly issued, fully paid and nonassessable.
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.
ROBINSON & COLE LLP
By: /s/ Richard A. Krantz
---------------------
Richard A. Krantz, a partner
Exhibit 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent in the Registration Statement (Form S-8) pertaining to the 1992
Stock Option and Stock Appreciation Rights Plan to the incorporation by
reference therein of our report dated January 11, 1999, with respect to the
consolidated financial statements of Computer Outsourcing Services, Inc. and
Subsidiaries included in its Annual Report (Form 10-KSB) for the year ended
October 31, 1998, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG, LLP
- ----------------------
ERNST & YOUNG, LLP
New York, New York
August 31, 1999
