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As filed with the Securities and Exchange Commission on September 21, 1999
Registration No. 333 -
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 of (I.R.S. Employer
incorporation or organization) Identification No.)
1393 Veterans Memorial Hwy.
Hauppauge, New York 11788
(Address of Principal Executive Offices) (Zip Code)
1995 Long-Term Incentive Plan
1998 Long-Term Incentive Plan
(Full Title of Plan)
Asher S. Levitsky P.C.
Esanu Katsky Korins & Siger, LLP
605 Third Avenue
New York, New York 10158
(212) 953-6000
Fax: (212) 953-6899
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Mr. Joseph G. Sicinski, President
Trans Global Services, Inc.
1393 Veterans Memorial Highway
Hauppauge, New York 11788
(516) 724-0006
Fax: (516) 724-0039
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of securities maximum maximum
to be Registered Amount to be offering price aggregate Amount of
registered per unit1 offering registration
price1 fee
- ------------------ ------------ -------------- --------- ------------
Common Stock, par 802,661 shares2 $2.9276 $2,313,811 $643.24
value $.01 per share
1 Estimated solely for the purpose of calculating the registration fee, in
accordance with Rule 457(c) under the Securities Act of 1933, as amended, on the
basis of the average exercise price of outstanding options. All shares of common
stock issuable pursuant to the 1995 and 1998 Long-Term Incentive Plans (the
"plans") are subject to outstanding options.
2 Pursuant to Rule 416, there are also being registered additional shares of
Common Stock as may be required pursuant to the antidilution provisions of the
plans.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information specified in this Item 1 will be sent
or given to employees, directors or other participants in the 1995 Long-Term
Incentive Plan and the 1998 Long-Term Incentive Plan, as specified by Rule
428(b)(1) under the Securities Act of 1933, as amended. In accordance with the
rules and regulations of the Securities and Exchange Commission and the
instructions to Form S-8, such documents are not being filed with the Commission
either as part of this registration statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information. The
documents containing the information specified in this Item 2 will be sent or
given to employees, directors or other participants in the plans as specified by
Rule 428(b)(1) under the Securities Act. These documents are not being filed
with the Commission either as part of this registration statement or as
prospectuses or prospectus supplements pursuant to Rule 424 under the Securities
Act.
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PART II
INFORMATION REQUESTED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Relevance.
The following documents have been filed by Trans Global Services, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") (File
No. 0-23382) and are incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the year ended December 31,
1998, as amended by an amendment on Form 10-K/A;
(2) The Company's Quarterly Reports on Form 10-Q for the quarters ended March
31, 1999 and June 30, 1999;
(3) All other reports filed by the Company pursuant to Section 13(a) and 15(d)
of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"),
since December 31, 1998; and
(4) The description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A, which became effective on February 7, 1994.
All documents subsequently filed pursuant to Sections 13(a), 13(c), 14 and 15 of
the Exchange Act prior to the filing of a post-effective amendment which
indicates that all securities hereby have been sold or which deregisters
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
of such documents.
The exhibit index appears on page II-2 of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable
Item 6. Indemnification of Officers and Directors.
Under the Delaware General Corporation Law ("DGCL"), a corporation may indemnify
any director, officer, employee or agent against expense (including attorneys'
fees), judgments, fines and amounts paid in settlement in connection with any
specified threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) if such person acted in good faith and in a manner
such person reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal proceeding, had no reasonable
cause to believe that his or her conduct was unlawful.
Article SIXTH of the Registrant's Restated Certificate of Incorporation provide
for indemnification of directors and officers of the Registrant to the fullest
extent permitted by the DGCL.
The Company also maintains directors and officers liability insurance ("D&O
Insurance"). The D&O Insurance covers any person who has been or is an officer
or director of the Company or of any of its subsidiaries for all expense,
liability and loss (including attorneys' fees, investigation costs, judgments,
fines, penalties and amounts paid or to be paid in settlement) actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, net of the deductible.
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Item 6. Indemnification of Officers and Directors (continued) Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, offices or 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 Securities Act, 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 or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, 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 and will be governed by
the final adjudication of such issue.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
4.1 1995 Long Term Incentive Plan1
4.2 1998 Long-Term Incentive Plan2
5.1 Opinion of Esanu Katsky Korins & Siger, LLP.
23.1 Consent of Moore Stephens, P.C. (Page II-5)
23.2 Consent of Esanu Katsky Korins & Siger, LLP (contained in Exhibit
5.1 hereto).
24.1 Power of Attorney (included on the signature page).
1 Filed as an exhibit to the Registrant's Proxy Statement dated November 8, 1996
for a Special Meeting of Stockholders held on November 21, 1996, and
incorporated herein by reference.
2 Filed as an exhibit to the Registrant's Proxy Statement dated July 8, 1998 for
the 1998 Annual Meeting of Stockholders held on August 13, 1998, and
incorporated herein by reference.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, 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 (the "Securities Act");
(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.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
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filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act,
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.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act 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 Commission such indemnification is
against public policy as expressed in the Securities Act 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 or proceeding) is asserted by such
director, officer or controlling person in connection with the 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 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, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
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 Town of Islip, State of New York on this ____th day of
September, 1999.
TRANS GLOBAL SERVICES, INC.
By:
Joseph G. Sicinski
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons on behalf of the
registrant and in the capacities and on the dates indicated. Each person whose
signature appears below hereby authorizes Joseph G. Sicinski, as his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities to sign any and all amendments (including post-effective 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.
Signature Title Date
- ------------------- President, Chief Executive Officer September 21, 1999
Joseph G. Sicinski and Director
(Principal Executive Officer)
- ------------------ Chief Financial Officer and Director September 21, 1999
Glen R. Charles
(Principal Financial
and Accounting Officer)
- ------------------ Director September 21, 1999
Edward D. Bright
- ------------------ Director September 21, 1999
Seymour Richter
- ------------------ Director September 21, 1999
James L. Conway
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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the use in this Registration Statement on Form S-8 of our report
dated March 23, 1999 [Except as to Note 18, as to which the date is April 15,
1999] with respect to the financial statements of Trans Global Services, Inc.
(the "Company"), which were included in the Company's Annual Report on Form 10-K
for the year ended December 31, 1998 and incorporated by reference in this
Registration Statement, and to the use of our name, and the statements with
respect to us as appearing under the heading "Experts" in the Prospectus.
MOORE STEPHENS, P.C.
Certified Public Accountants.
Cranford, New Jersey
September 21, 1999
