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As filed with the Securities and Exchange Commission on June 27 , 1996
Commission File No. 0-23382
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
TRANS GLOBAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware 62-1544008
(State or other jurisdiction (IRS Employer Identification
of incorporation or Number)
organization)
1770 Motor Parkway
Hauppauge, New York 11788
(Address of principal executive offices) (zip code)
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS,
CONSULTANTS AND ADVISORS (AS AMENDED)
(Full titles of the plans)
Lewis S. Schiller
(Chairman and Chief Executive Officer)
TRANS GLOBAL SERVICES, INC.
1770 Motor Parkway
Hauppauge, New York 11788
(516) 582-9000
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount being Price Per Offering Registra-
to be Registered Registered (1) Share (2) Price tion Fee
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Common Stock 317,000 $1.625 $515,125 $177.47
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(1) This Registration Statement shall also cover any shares of Common Stock
which will become issuable under the Letter Agreement by reason of any stock
dividend, stock split, recapitalization or any other similar transaction without
receipt of consideration which results in an increase in the number of
outstanding shares of Common Stock of Trans Global Services, Inc .
(2) Calculated solely for purposes of this offering under Rule 457(c) of the
Securities Act of 1933, as amended, based on the closing price of Trans Global
Services, Inc. on June 24 , 1996.
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PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
Trans Global Services, Inc., a Delaware corporation (the "Registrant"), hereby
incorporates by reference into this Registration Statement the following
documents, (a) though (e) which were previously filed with the Securities and
Exchange Commission (the "Commission"):
(a) The Registrant's Annual Report on Form 10-K for the year ended December 31,
1995 filed with the Commission on April 1, 1996.
(b) The Registrant's Quaterly Report on Form 10-Q for the quarter ended
September 30, 1995 filed with the Commission on November 21, 1995.
(c) Any similar report filed subsequently with the Commission pursuant to
Sections 13(a), 123(c), 14 and 15(d) of the 1934 Act.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Certain legal matters with respect to the legality of the issuance of the Common
Stock offered hereby will be passed upon for the Registrant by William J.
Reilly, Esq.
Item 6. Indemnification of Directors and Officers
The Certificate of Incorporation provides for indemnification of Officers and
Directors to the fullest extent provided by the Delaware General Corporation
Law.
Item 7. Exemption from Registration Claimed.
Not applicable
Item 8. Exhibits
Exhibit Number Exhibit Description
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5 Opinion and consent of William J. Reilly, Esq.
24.1 Consent of Independent Auditors - Mortenson and
Associates P.C.
24.2 Consent of William J. Reilly, Esq. is contained in
Exhibit 5.
25 Power of Attorney, Reference is made to Page 7 of
this Registration Statement
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Item 9. Undertakings
A. The undersigned Registrant hereby undertakes: (1) to file, during any period
in which offers or sales are being make, 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, as amended, (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, and (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 clauses
(1)(i) and (1)(ii) shall not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act
that are incorporated by reference into the Registration Statement; (2) that for
the purpose of determining any liability under the Securities Act of 1933, as
amended, 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; and (3) to remove form registration by means of a post-
effective amendment any of the securities being registered which remain unsold
at the expiration, of the period to exercise the warrants.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the securities Act of 1933, as amended, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the 1934 Act that is incorporated by reference into the Registration
Statement shall be deemed to be 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 for liabilities arising unseen the Securities Act
of 1933, as amended, may be permitted to directors, officers or controlling
persons of the Registrant pursuant to the foregoing provisions, 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 of
1933, as mended, and is, therefore, unenforceable. In the event that a claim
for indemnification 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 of
proceeding) is asserted by such director, officer or controlling person in
connection with 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 of 1933, as amended, and will be governed by the final adjudication of such
issue.
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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 filling 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 Borough of Manhattan, State of New York, on June 27, 1996.
TRANS GLOBAL SERVICES, INC.
By:/S/______________
Lewis S. Schiller
Chairman, CEO
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned officers and directors of Trans Global Services, Inc., a
Delaware Corporation, do hereby constitute and appoint Lewis S. Schiller, the
lawful attorney-in-fact and agent, with full power and authority to do any and
all acts and things and all acts and things and to execute any and all required
to enable said corporation to comply with the Securities Act of 1933, and any
rules or regulations or requirements of the Securities and Exchange Commission
in connection with this Registration Statement. Without limiting the generality
of the foregoing power and authority, the powers granted include the power and
Registration Statement, to any and all amendments and supplements to this
Registration Statement and to any amendments or supplements thereof, and each of
the undersigned hereby ratifies and confirms all that said attorney and agent,
shall do or cause to be done by virtue hereof. This Power of Attorney may be
signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney
as of the date indicated.
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
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/S/____________________ Chairman of the Board, Chief June 27, 1996
Lewis S. Schiller Executive Officer, Director
/S/____________________ Director June 27, 1996
E. Gerald Kay
/S/____________________ President, Director June 27, 1996
Joseph G. Sicinski
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C.
EXHIBITS TO FORM S-8 UNDER SECURITIES ACT OF 1933
TRANS GLOBAL SERVICES, INC.
EXHIBIT INDEX
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Exhibit Number Exhibit Description
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5 Opinion and consent of William J. Reilly, Esq.
24.1 Consent of Independent Auditors - Mortenson and
Associates P.C.
24.2 Consent of William J. Reilly, Esq. is contained in
Exhibit 5.
25 Power of Attorney, Reference is made to Page 7 of
this Registration Statement
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Exhibit 5
Opinion and consent of William J. Reilly, Esq.
Law Offices
WILLIAM J. REILLY, ESQ.
396 Broadway
New York, NY 10013
(212) 219 9866
Fax: (212) 219 9868
WILLIAM J. REILLY 55 Memorial
Blvd.
ATTORNEYS AT LAW Newport, RI
02840
(401) 683-1570
__________
JOSEPH W. PLUNKETT, JR.
BRIAN DONNARD
OF COUNSEL
18 June 1996
Board of Directors
Trans Global Services, Inc.
1770 Motor Parkway
Hauppauge, NY 11788
To The Board of Directors:
We refer to your Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, As amended, of an aggregate
of 317,000 Shares of Common Stock under the Stock Option Plan for
Non-Employee Directors, Consultants and Advisers [As Amended] (hereinafter
the"Plan"). We advise you that, in our opinion, when such shares have been
issued and sold pursuant to the applicable provisions of the Plan in
accordance with the Registration Statement, such shares will be validly
issued, fully paid and non-assessable shares of Trans Global Services, Inc.
Common Stock.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/S/
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William J. Reilly
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Exhibit 24.1
Consent of Independent Auditors - Mortenson and Associates P.C.
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors and Stockholders of
Trans Global Services, Inc.
Hauppauge, New York
We hereby consent to the incorporation by reference in this Form S-8
Registration Statement of our report dated March 27, 1996 on the consolidated
financial statements included or incorporated by reference in the Trans Global
Services, Inc. annual report on Form 10KSB for the year ended December 31,
1995.
/S/
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MORTENSON AND ASSOCIATES, P.C.
Certified Public Accountants
Cranford, New Jersey
June 21, 1996
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Exhibit 24.2
Consent of William J. Reilly, Esq. is contained in Exhibit 5.
Exhibit 25
Power of Attorney, Reference is made to Page 5 of this Registration
Statement
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