As filed with the Securities and Exchange Commission on January , 2000
Registration No. 333 -
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
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 incorporation or organization) (I.R.S. Employer Identification No.)
1393 Veterans Memorial Highway, Hauppauge, New York 11788, (516) 724-0006
(Address, including zip code, and telephone number of
registrants principal executive offices)
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 and Chief Executive Officer
Trans Global Services. Inc.
1393 Veterans Memorial Highway
Hauppauge, New York 11788
(516) 724-0006
Fax: (516) 724-0039
Approximate date of commencement of proposed sale to the public: As soon as
practical on or after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box.
<PAGE>
If any of the securities being registered of 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. [x]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, 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, 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,
please check the following box.
CALCULATION OF REGISTRATION FEE
- - ---------------------------- ----------------------------- -------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Title of Securities Amount to be Proposed maximum Proposed maximum Amount of
to be Registered Registered Offering price per unit-1 aggregate offering price-1 Registration fee
Common Stock, par
value $.01 per share 379,994 shares $.5625 $195,925 $56.43
---------------------- ----------------- ---------------------------- -----------------------------
</TABLE>
1 The average of the high and low prices of the common stock on the Nasdaq
SmallCap Market on January 3, 2000.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effectiveness 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 Securities and Exchange Commission, acting
pursuant to Section 8(a), may determine.
<PAGE>
PROSPECTUS
379,994 Shares
TRANS GLOBAL SERVICES, INC.
Common Stock
Nasdaq SmallCap Market Trading Symbol: TGSI
The selling stockholder may sell up to 379,994 shares of common stock from time
to time. The selling stockholders may sell its shares
* On the Nasdaq SmallCap Market.
* To a broker-dealer, including a market maker, who purchases the shares for its
own account.
* In private transactions.
We will not receive any proceeds from the sale by the selling stockholder of its
shares of common stock. We will pay the cost of the preparation of this
prospectus, which is estimated at $7,500.
Investing in shares of our common stock involves a high degree of risk. You
should purchase the shares only if you can afford to lose your entire
investment. See "Risk Factors," which begins on page 3.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined whether
this Prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this Prospectus is , 2000
<PAGE>
TABLE OF CONTENTS
Page
Risk Factors 2
Selling Stockholder 4
Plan of Distribution 5
Available Information 6
Incorporation of Certain Documents by Reference 6
Legal Matters 7
Experts 7
RISK FACTORS
This prospectus contains statements that plan or anticipate the future.
Forward-looking statements include statements about our future business plans
and strategies and the market for our products and most other statements that
are not historical in nature. In this prospectus, forward-looking statements are
generally identified by the words "anticipate," "plan," "believe," "expect,"
"estimate" and similar words. Because forward-looking statements involve future
risks and uncertainties, there are factors that could cause actual results to
differ materially from those expressed or implied, including, but not limited
to, those identified under "Risk Factors" in this prospectus and in our Form
10-K for 1998, those described in Management's Discussion and Analysis of
Financial Conditions and Results of Operations in our Form 10-K for 1998 and our
Form 10-Q for the quarter ended September 30, 1999, and those described and in
any other filings which are incorporated by reference in this prospectus, as
well as general economic conditions.
An investment in our common stock involves a high degree of risk. You should
consider carefully, along with other factors, the following risks and should
consult with your own legal, tax and financial advisors.
We have little working capital, we are in default under our credit agreement,
and we may be unable to continue in business if our lender fails to advance us
money when required
At September 30, 1999, we had working capital of approximately $200,000, which
was sufficient to enable us to meet only our immediate needs, and we require
additional funding of approximately $500,000 to meet our cash requirements for
the first quarter of 2000. Our principal obligations are our payroll obligations
for the employees who we place with our clients. We fund our payroll obligations
from loans from our asset-based lender pursuant to our credit agreement, and our
obligations to our lender are secured by a lien on our accounts receivable. We
are in default under the financial covenants under our credit agreement, and the
lender has the right to demand immediate payment of our obligations to it and to
refuse to advance us additional money. If the lender either demands payment or
fails to lend us money we require to meet our payroll obligations without
providing us with sufficient time to find an alternative lender, we may be
unable to continue in business.
We cannot assure you that the merger with IT Staffing will be consummated
Although the agreement with IT Staffing was signed in November 1999, proxy
material relating to the proposed transaction has not been filed with the
Commission. We cannot assure you that the merger will be consummated on the
terms described in our filings with the Commission, if at all, or that any
changes in the terms of the merger will not reduce the consideration payable to
our stockholders.
<PAGE>
IT Staffing does not file reports with the Securities and Exchange Commission,
so you may not have access to current information concerning IT Staffing.
Because IT Staffing is organized under the laws of Ontario, Canada , it is not
required to file annual reports on Form 10-K or quarterly reports on Form 10-Q.
As a result, until IT Staffing elects to file such reports, you may not have
access to current information concerning IT Staffing.
Our clients are concentrated in the aircraft and aerospace industries, which has
resulted in a downturn in our business because of the downturn in business from
these industries
Our three largest clients for 1998 and 1997 were The Boeing Company, Lockheed
Martin Corporation and Northrop Grumman. These three clients accounted for
revenue of approximately $40 million, or 60.1% of revenue, for 1998, and $48
million, or 63.2% of revenue, for 1997. The loss of or reduction in business
from these clients has had a material impact in our business. Our revenue for
the nine months ended September 30, 1999 was $29.0 million, reflecting a 45.7%
decrease from the revenues of $53.5 for the same period in 1998. This decrease
can be attributed to the slowdown in the aircraft and aerospace industries. This
trend has continued, and the reduced level of revenue from our major clients may
continue during the first quarter of 2000. We cannot predict when or whether the
trend will change.
We incurred losses during the nine months ended September 30, 1999, and our
losses are continuing.
As a result of the decline in business from clients in the aircraft and
aerospace industries, we sustained a loss of $1.0 million, or $.31 per share
(basic and diluted), for the nine months ended September 30, 1999. We can not
assure you that we will be able to generate profits in the future.
We need to offer direct payroll deposits to our employees
We do not presently offer our employees a direct deposit payroll program by
which we deposit the employees' compensation directly into their bank accounts
so that the employees' money will be immediate availability. Employees believe
that direct payroll deposit is an important element to consider in evaluating
employment opportunities. In order to offer this service, we require additional
operating capital which is not currently available to us. We believe that our
ability to attract new clients will be limited if we cannot offer employees
direct payroll deposit.
We need to attract qualified personnel to service our clients
We are dependent upon both our ability to obtain contracts with clients and to
provide its clients with qualified employees. The market for qualified personnel
is highly competitive, and we compete with other major companies in obtaining
contracts with potential clients and in attracting employees.
Our senior management will benefit from the merger with IT Staffing
If the merger is approved, Mr. Joseph G. Sicinski, president and chief executive
officer, and Mr. Glen R. Charles, chief financial officer, will receive personal
benefits.
<PAGE>
Mr. Sicinski will enter into a three-year employment agreement which will
provide him with the following benefits:
IT Staffing will issue to Mr. Sicinski an additional one-fourth of a share of
ITS common stock for each share of our common stock which he owns when the
merger becomes effective. Mr. Sicinski owns 274,999 shares of our common stock.
If he exercises the options to purchase 235,000 shares of our common stock at
$.01 per share, he will receive 127,499 shares of IT Staffing common stock
pursuant to his employment agreement.
IT Staffing will issue to him 50,000 shares of IT Staffing common stock as a
result of a recent acquisition made by IT Staffing.
IT Staffing will grant Mr. Sicinski an immediately exercisable five-year
option to purchase 37,000 shares of IT Staffing common stock at an exercise
price of $2.00 per share.
Mr. Sicinski's employment agreement will be continued for three years following
the closing at his present rate of compensation, which is at the annual rate of
$266,000, with annual cost of living increases.
Mr. Sicinski will be given the opportunity to borrow up to $250,000 from IT
Staffing to provide him with funds to pay income taxes resulting from the
exercise of his options and the issuance to him of the shares of IT Staffing
common stock as contemplated by his employment agreement. Mr. Sicinski may also
satisfy his tax obligation by reducing the number of shares of IT Staffing
common stock issuable to him pursuant to his employment agreement.
Mr. Sicinski will be elected as a director and executive vice president of IT
Staffing and will continue as president and chief executive officer of Trans
Global.
Mr. Charles will also enter into a three-year employment agreement which
provides him with the following benefits:
IT Staffing will issue to Mr. Charles an additional one-fourth of a share of ITS
common stock for each share of our common stock which he owns when the merger
becomes effective. Mr. Charles owns 200 shares of our common stock. If he
exercises the options to purchase 91,332 shares of our common stock, he will
receive 22,883 shares of IT Staffing common stock pursuant to his employment
agreement.
Mr. Charles' employment agreement will be continued for three years following
the closing at his present rate of compensation, which is at the annual rate of
$127,960, with annual cost of living increases.
Mr. Charles will be given the opportunity to borrow up to $250,000 from IT
Staffing to provide him with funds to pay income taxes resulting from the
exercise of his Trans Global options and the issuance to him of the shares of IT
Staffing common stock as contemplated by his employment agreement. IT Staffing
will not lend Mr. Sicinski and Mr. Charles a total of more than $250,000.
Accordingly, the money available for loans to Mr. Charles will not exceed
$250,000 less the amount of loans made to Mr. Sicinski. Mr. Charles may also
satisfy his tax obligation by reducing the number of shares of IT Staffing
common stock issuable to him pursuant to his employment agreement.
<PAGE>
Mr. Charles will continue as chief financial officer of Trans Global.
We may be held liable for the actions of our employees when on assignment.
Although our client agreements disclaim responsibility for the conduct of our
employees, we may be exposed to liability with respect to actions taken by our
employees while on assignment, such as damages caused by their errors, misuse of
client proprietary information or theft of client property. We do not maintain
insurance coverage against this risk. Due to the nature of our assignments, we
cannot assure you that we will not be exposed to liability as a result of our
employees being on assignment.
Our common stock may be delisted from the Nasdaq SmallCap Market
Because our common stock price is less than $1.00 per share, we do not meet the
requirements for the continued listing of our common stock on the Nasdaq
SmallCap Market. As a result, our common stock may be delisted from the Nasdaq
SmallCap Market as early as January 2000. In that event, our common stock may be
traded on the OTC Bulletin Board, and our common stock may become subject to the
SEC's penny-stock rules, which impose additional sales practice requirements on
broker-dealers which sell our stock to persons other than established customers
and institutional accredited investors. The rules may affect the ability of
broker-dealers to sell our common stock and may affect your ability to sell any
common stock you purchase either pursuant to this prospectus or in the open
market.
SELLING STOCKHOLDER
The following table and disclosure sets forth as of December 15, 1999:
The name of the selling stockholder.
Any position, office or other material relationship which the selling
stockholder had with us or our affiliates during the last three years.
The number of shares of common stock owned by the selling stockholder prior to
the offering.
The number of shares of common stock offered by the selling stockholder.
The number of shares of common stock the selling stockholder would own if it
sells all of the shares it is offering.
----- ------------------------- ------------------ ------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Number of Shares Number of Shares Number of Shares Percentage
Owned Prior to Offered for Account Owned Owned
Selling Stockholder Offering Of Selling Stockholder After Offering After Offering
- ------------------- ---------------- ---------------------- ---------------- --------------
The Sagemark Companies Ltd.
SIS Capital Corp. 379,994 379,994 -- --
- ------------------- ---------------- ---------------------- ---------------- --------------
</TABLE>
<PAGE>
The shares are owned by SIS Capital Corp. and are deemed to be beneficially
owned by The Sagemark Companies Ltd., formerly known as Consolidated Technology
Group Ltd., which is the sole stockholder of SIS Capital. SIS Capital is our
largest stockholder, and, until 1999, it was a controlling stockholder. Sagemark
is a public company.
The following is a summary of material transactions between SIS Capital and us
during the past three years.
From 1995 until April 1999, a majority of our directors were officers or
directors of Sagemark, and we were considered a subsidiary of Sagemark.
On February 25, 1999, SIS Capital owned 1,529,994 shares, or approximately
40.1%, of our common stock. Such shares had been issued at various times during
1995 and 1996, and the issuances are described in our Form 10-K annual reports
for those years and our other filings with the SEC. In addition, prior to 1998,
at the request of Sagemark, we advanced funds to subsidiaries of Sagemark, of
which approximately $1.2 million was lent to Arc Networks, Inc., which was then
a majority-owned subsidiary of Sagemark, and $326,000 to other subsidiaries of
Sagemark.
In September 1996, in connection with the transfer by us of one of our former
subsidiaries and 176,666 shares of our common stock to a subsidiary of Sagemark,
Sagemark issued to us 1,000 shares of its Series G 2% Cumulative Redeemable
Preferred Stock. The terms of the preferred stock were amended on two occasions,
and, in February 1999, we had the right to require Sagemark to redeem the shares
of preferred stock for $2.1 million.
On February 25, 1999, we entered into an agreement with Sagemark, pursuant to
which SIS Capital agreed to transfer 1,150,000 shares of our common stock to us
in consideration of the cancellation of the shares of Sagemark's Series G
2%Cumulative Redeemable Preferred Stock owned by us, including accrued
dividends, and certain other obligations in the amount of $325,952 which were
due to us. On May 3, 1999, SIS Capital transferred the 1,150,000 shares to us,
which reduced Sagemark's holdings to 379,994 shares, which is approximately
14.2% of our outstanding common stock.
The obligations of Arc Networks to us are evidenced by Arc Networks' $1.2
million promissory note, which is guaranteed by Sagemark. Sagemark sold its
stock in Arc Networks to a company which is affiliated with Sagemark. We have
agreed, under certain circumstances, to accept a series of preferred stock of
the new parent of Arc Networks in exchange for the note. Furthermore, as a
result of the failure of Arc Networks' parent corporation to a public offering
by December 31, 1999, the entire principal amount became immediately due and
payable on December 31, 1999, and Arc Networks, Sagemark and two other
guarantors, including Arc Networks' parent, have failed to pay the note.
In addition, we paid an affiliate of Sagemark $55,000 during 1998 and $120,000
during each of 1997 and 1996 pursuant to a management services agreement.
<PAGE>
PLAN OF DISTRIBUTION
The selling stockholder may sell up to 379,994 shares of common stock from time
to time
o On the Nasdaq SmallCap Market.
o To a broker-dealer, including a market maker, who purchases the shares for its
own account.
o In private transactions.
The selling stockholder may sell the shares at negotiated prices or at the
market price or both. It may sell their shares directly to the purchasers or it
may use brokers. If it uses a broker, the selling stockholder may pay a
brokerage fee or commission or it may sell the shares to the broker at a
discount from the market price. The purchasers of the shares may also pay a
brokerage fee or other charge. The compensation to a particular broker-dealer
may exceed customary commissions. We do not know of any arrangements by the
selling stockholder for the sale of any of its shares.
The selling stockholder and broker-dealers, if any, acting in connection with
sales by the selling stockholder may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, and any commission received by
them and any profit on the resale by them of the securities may be deemed to be
underwriting discounts and commissions under the Securities Act.
We have advised the selling stockholder that the anti-manipulative rules under
the Exchange Act, which are set forth in Regulation M, may apply to its sales in
the market. We have furnished the selling stockholder with a copy of Regulation
M, and we have informed the selling stockholder that it should deliver a copy of
this prospectus when it sells any shares.
AVAILABLE INFORMATION
We file annual, quarter and periodic reports, proxy statements and other
information with the Securities and Exchange Commission using the EDGAR system.
You may read and copy any material we file with the SEC at the SEC's Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy
and information statements and other information regarding issues that file
electronically with the SEC. The address of such site is http//www.sec.gov.
We have filed a registration statement with the SEC relating to the offering of
the shares. The registration statement contains information which is not
included in this prospectus. You may inspect or copy the registration statement
at the SEC's Public Reference Room or its Internet site.
We furnish our stockholders with annual reports containing audited financial
statements and with such other periodic reports as we from time to time deem
appropriate or as may be required by law. We use the calendar year as our fiscal
year.
You should rely only on the information contained in this prospectus and the
information that we have referred you to. We have not authorized any person to
provide you with any information that is different.
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We have filed the following documents with the SEC. We are incorporating these
documents in this prospectus, and they are a part of this prospectus.
(1) Our annual report on Form 10-K for the year ended December 31, 1998,
which we amended by an amendment on Form 10-K/A;
(2) Our quarterly reports on Form 10-Q for the quarters ended March 31,
1999, June 30, 1999 and September 30, 1999;
(3) Our proxy statement for our 1998 annual meeting of stockholders;
(4) Our current report on Form 8-K, (a) dated February 25, 1999, which we
filed with the SEC on February 26, 1999 and amended by an amendment on Form
8-K/A, which we filed on May 4, 1999; and (b) dated November 1, 1999, which we
filed with the SEC on November 9, 1999; and
(5) Our registration statement on Form 8-A, which became effective on
February 7, 1994.
We are also incorporating by reference in this Prospectus all documents which we
file pursuant to Section 13(a), 13(c), 14 or 15 of the Securities Exchange Act
of 1934, as amended, after the date of this prospectus. Such documents are
incorporated by reference in this prospectus and are a part this prospectus from
the date we file the documents with the SEC.
If we file with the SEC any document that contains information which is
different from the information contained in this Prospectus, you may rely only
on the most recent information which we have filed with the SEC.
We will provide a copy of the documents referred to above without charge if you
request the information from us. However, we may charge you for the cost of
providing any exhibits to any of these documents unless we specifically
incorporate the exhibits in this Prospectus. You should contact Mr. Glen R.
Charles, Chief Financial Officer, Trans Global Services, Inc., 1393 Veterans
Memorial Highway, Hauppauge, New York 11788, telephone (516) 724-0006, if you
wish to receive any of such material.
LEGAL MATTERS
The validity of the common stock offered hereby has been passed upon by Esanu
Katsky Korins & Siger, LLP, counsel to the Company.
EXPERTS
The consolidated financial statements incorporated by reference in this
prospectus to the extent and for the periods indicated in their reports have
been audited by Moore Stephens, P.C., independent certified public accountants,
and are included herein in reliance upon the authority of such firm as experts
in accounting and auditing in giving such reports.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The Registrant estimates that the legal, accounting and filing fees relating to
this Registration Statement will be approximately $7,500.
Item 15. Indemnification of Officers and Directors.
Under the Delaware General Corporation Law, 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 7 of the Registrant's Restated Certificate of Incorporation provides for
indemnification of directors and officers of the Registrant to the fullest
extent permitted by the Delaware General Corporaiton Law.
We also maintain directors and officers liability insurance. This insurance
covers any person who has been or is an officer or director of us or any of our
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.
Insofar as indemnification for liabilities arising under the Securities Act 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 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.
<PAGE>
Item 16. Exhibits
5.1 Opinion of Esanu Katsky Korins & Siger, LLP.1
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)
24.1 Power of Attorney (included on the signature page).
___________________
1 To be filed by amendment.
Item 17. 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
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
<PAGE>
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.
(h) 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.
<PAGE>
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Hauppauge, State of New York on this 6th day of
January, 2000.
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 and Glen R. Charles
or either of them acting in the absence of the others, 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
s/Joseph G. Sicinski President, January 6, 2000
- --------------------
Joseph G. Sicinski Chief Executive Officer
(Principal Executive Officer) and Director
s/Glen R. Charles Chief Financial Officer January 6, 2000
- --------------------
Glen R. Charles and Director
(Principal Financial
and Accounting Officer)
____________________________ Director January 6, 2000
Edward D. Bright
s/James L. Conway Director January 6, 2000
- --------------------
James L. Conway
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the use in this Registration Statement on Form S-3 of our report
dated March 23, 1999 [Except for Note 18, as to which the date is April 15,
1999], on the financial statements of Trans Global Services, Inc. (the
"Company"), which was 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.
Cranford, New Jersey
January 6, 2000
