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As filed with the Securities and Exchange Commission on September 29, 1999
Registration No. 333 -87451
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TRANS GLOBAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
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
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PART II
INFORMATION REQUESTED IN THE REGISTRATION STATEMENT
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.3
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.
3 Previously filed.
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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 29th 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.
Signature Title
Joseph G. Sicinski* President, Chief Executive Officer
Joseph G. Sicinski and Director
(Principal Executive Officer)
Glen R. Charles* Chief Financial Officer and Director
Glen R. Charles
(Principal Financial
and Accounting Officer)
*By:
Joseph G. Sicinski
Attorney in fact
September 29, 1999
Edward D. Bright* Director
Edward D. Bright
Seymour Richter* Director
Seymour Richter
James L. Conway* Director
James L. Conway
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Exhibit 5.1
Esanu Katsky Korins & Siger, LLP
605 Third Avenue
New York, New York 10158
Telephone: (212) 953-6000
Fax: (212) 953-6899
September 29, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Trans Global Services, Inc.
Ladies and Gentlemen:
We refer to the registration statement on Form S-8, File No. 333-87451 (the
"Registration Statement"), filed under the Securities Act of 1933, as amended
(the "Act"), by Trans Global Services, Inc., a Delaware corporation (the
"Company"), with the Securities and Exchange Commission covering the 802,661
shares of the Company's common stock, par value $.01 per share ("Common Stock"),
issuable pursuant to the Company's 1995 Long-Term Incentive Plan and 1998
Long-Term Incentive Plan (collectively, the "Plans").
We have examined the originals or photocopies or certified copies of such
records of the Company, certificates of officers of the Company and other
documents as we have deemed relevant and necessary as a basis for the opinion
hereinafter expressed. In such examination, we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as certified
copies or photocopies and the authenticity of the originals of such latter
documents.
Based on our examination described above, we are of the opinion that the shares
of Common Stock registered pursuant to the Registration Statement are duly
authorized and, when issued upon receipt of the exercise price of the options
granted pursuant to the Plans, will be validly issued, fully paid and non-
assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm under "Legal Matters" in
the related Prospectus. In giving the foregoing consent, we do not hereby admit
that we are in the category of persons whose consent is required under Section 7
of the Act or the rules and regulations of the Securities and Exchange
Commission.
Very truly yours,
ESANU KATSKY KORINS & SIGER, LLP
