<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 1, 1996.
REGISTRATION NO. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
___________________________
PC SERVICE SOURCE, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 5065 52-1703687
(State or other jurisdiction of (Primary standard industrial (I.R.S. Employer
incorporation or organization) classification code number) Identification No.)
</TABLE>
2350 VALLEY VIEW LANE
DALLAS, TEXAS 75234
(214) 406-8583
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
_______________________
PC SERVICE SOURCE, INC. 1995 DIRECTOR COMPENSATION PLAN
(Full title of the plan)
______________________
<TABLE>
<S> <C>
MARK T. HILZ COPIES OF COMMUNICATIONS TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER
PC SERVICE SOURCE, INC. BRIAN M. LIDJI, ESQ.
2753 VALLEY VIEW LANE SAYLES & LIDJI, P.C.
DALLAS, TEXAS 75234 4400 RENAISSANCE TOWER
(214)406-8583 1201 ELM STREET
(Name, address, including zip code, and telephone DALLAS, TEXAS 75270
number, including area code, of agent for service) (214)939-8700
</TABLE>
______________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
Title of each class of Proposed maximum Proposed maximum
securities to be Amount to offering price aggregate Amount of
registered be registered per unit offering price registration fee
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$0.01 per share 20,000 $13.8125 (1) $276,250 $95.25
========================================================================================================================
</TABLE>
(1) Pursuant to Rule 457 of the Securities Act of 1933, as amended (the
"Securities Act"),the maximum offering price per share and the
aggregate offering price were calculated based upon the average of the
bid and asked prices of the Common Stock, par value $0.01 per share
(the "Common Stock") on the Nasdaq National Market on July 24, 1996.
================================================================================
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I of Form
S-8 (plan information and registrant information) will be sent or given to
employees as specified by Rule 428(b)(i) of the Securities Act. Such documents
need not be filed with the Securities and Exchange Commission (the
"Commission") either as a part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 of the Securities
Act. These documents, which include the statement of availability required by
Item 2 of Form S-8, and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of the Company previously filed with the
Commission are incorporated herein by reference:
(1) the Company's Annual Report on Form 10-K for the year ended
December 31, 1995;
(2) the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996;
(3) the Company's Registration Statement on Form S-1, Registration
No.333-03977, effective on June 5, 1996; and
(4) the description of the Company's Common Stock is contained in
the Prospectus dated June 6, 1996, which is incorporated
herein.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities and Exchange Act of 1934 (the "Exchange
Act"), prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be part thereof from the date of filing of such
documents. Any statement contained herein or in a document, all or a portion
of which is incorporated or deemed to be incorporated by reference herein,
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or amended,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The Company's Common Stock, par value $0.01 per share, is registered
pursuant to Section 12 of the Exchange Act, and, therefore, the description of
securities is omitted.
<PAGE> 3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Generally, Delaware law permits a corporation to indemnify a person
who was or is an officer, director, agent, or employee, or who serves at the
corporation's request as an officer, director, agent, or employee, of another
corporation, partnership, trust joint venture, or other enterprise
("nominee"), who was, is, or is threatened to be named a defendant in a legal
proceeding by virtue of such person's position in the corporation or nominee,
but only if the person acted in good faith and reasonably believed that the
conduct was in or at least not opposed to the corporation's best interest, and,
in the case of a criminal proceeding, the person had no reasonable cause to
believe the conduct was unlawful. A person may be indemnified within the above
limitations against judgments, fines, settlements, and reasonable expenses
actually incurred. Generally, an officer director, agent, or employee of the
corporation or nominee may not be indemnified, however, against judgments,
fines, and settlements incurred in a proceeding in which the person is found
liable to the corporation and may not be indemnified for expenses unless, and
only to the extent that, in view of all the circumstances, the person is fairly
and reasonably entitled to indemnification for such expenses. A corporation
must indemnify a director, officer, employee, or agent against reasonable
expenses incurred in connection with a proceeding in which the person is a
party because of the person's corporate position, if the person was successful,
on the merits or otherwise, in the defense of the proceeding. Under certain
circumstances, a corporation may also advance expenses to such person. Under
Delaware law, a corporation may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee, or agent of the
corporation against any liability asserted against and incurred by the person
in such capacity, or arising out of the person's status as such a person,
regardless of whether the applicable law otherwise empowers the corporation to
indemnify that person against such liability.
Article Eleventh of the Restated Certificate of Incorporation of the
Company requires indemnification of directors and officers to the fullest
extent permitted by the Delaware General Corporation Law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
The following documents are filed as a part of this registration
statement. Where such filing is made by incorporation by reference to a
previously filed report, such report is identified. The Index to Exhibits
included with the exhibits is filed as a part of this report.
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<S> <C>
4 PC Service Source, Inc. 1995 Director Compensation Plan.
5 Opinion of Sayles & Lidji, P.C.
23.1 Consent of Sayles & Lidji, P.C. (included in their opinion filed as Exhibit 5)
</TABLE>
II-2
<PAGE> 4
<TABLE>
<S> <C>
23.2 Consent of KPMG Peat Marwick LLP
24 Power of Attorney (see signature page of this Registration Statement - Page II-4)
</TABLE>
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 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;
(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; and
(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 tot he 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 of 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.
II-3
<PAGE> 5
SIGNATURES
In accordance with 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 authorized this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Dallas, State of Texas, on the 31st day of July,
1996.
PC SERVICE SOURCE, INC.
By: /s/ Mark T. Hilz
-------------------------------------
Mark T. Hilz
President and Chief Executive Officer
POWER OF ATTORNEY
Each individual whose signature appears below hereby designates and
appoints Avery More, Mark T. Hilz and Bernard Rohde, and each of them, as such
person's true and lawful attorneys-in-fact and agents (the "Attorneys-in-Fact")
with full power of substitution and resubstitution, for such person and in such
person's name, place, and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration
statement, which amendments may make such changes in this registration
statement as either Attorney-in-Fact deems appropriate and requests to
accelerate the effectiveness of this registration statement, and to file each
such amendment with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto such
Attorneys-in-Fact and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as such person might or
could do in person, hereby ratifying and confirming all that such
Attorneys-in-Fact or either of them, or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 31st day of July, 1996.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
--------- --------
<S> <C>
/s/ Mark T. Hilz President, Chief Executive Officer and Director
- ------------------------------------------- (Principal Executive Officer)
Mark T. Hilz
/s/ Avery More Chairman of the Board, Chief Financial Officer
- ------------------------------------------- and Director
Avery More (Principal Financial Officer)
/s/ Bernard W. Rohde Chief Accounting Officer, Controller and Secretary
- ------------------------------------------- (Principal Accounting Officer)
Bernard W. Rohde
Director
- -------------------------------------------
Morti Tenenhaus
/s/ Philip W. Wise Director
- -------------------------------------------
Philip W. Wise
/s/ Robert S. Leff Director
- -------------------------------------------
Robert S. Leff
/s/ Edward L. Raymund Director
- -------------------------------------------
Edward L. Raymund
Director
- -------------------------------------------
Jay Haft
Director
- -------------------------------------------
James Ounsworth
</TABLE>
II-4
<PAGE> 6
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION OF EXHIBIT PAGE
- ------- ---------------------- -----------
<S> <C> <C>
4 PC Service Source, Inc. 1995 Director Compensation Plan
5 Opinion of Sayles & Lidji, P.C.
23.1 Consent of Sayles & Lidji, P.C. (included in their opinion filed as Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP
24 Power of Attorney (see signature page of this Registration Statement - Page II-4)
</TABLE>
II-5
<PAGE> 1
EXHIBIT 4
PC SERVICE SOURCE, INC.
1995 DIRECTOR COMPENSATION PLAN
1. PURPOSE. The purpose of the Director Compensation Plan (the
"Plan") of PC Service Source, Inc. ("PCSS"), a Delaware corporation, is to (a)
provide an incentive to directors of PCSS who are not also employees or
significant stockholders of PCSS (the "Directors") to concentrate their efforts
in a manner that will provide for the long-term growth and profitability of
PCSS; (b) encourage stock ownership by Directors in order to promote an
identity of interests with PCSS' stockholders; and (c) provide a means of
attracting and retaining qualified Directors.
2. EFFECTIVE DATE AND TERM OF PLAN. The Plan shall become
effective on such date as it is approved by the stockholders of PCSS and shall
remain in effect until terminated by the Board of Directors of PCSS (the
"Board").
3. STOCK SUBJECT TO THE PLAN. There are authorized for issuance
and delivery under the Plan an aggregate of 20,000 shares of Common Stock, $.01
par value per share (the "Common Stock"), subject to adjustment as provided in
Section 8 hereof. Such shares may be, in whole or in part, authorized but
unissued shares, whether now or hereafter authorized, or issued shares that
have been reacquired by PCSS.
4. PLAN ADMINISTRATION. The Plan shall be administered by the
Stock Option Committee (the "Committee") of the Board of Directors. The
Committee shall have full and final authority to interpret the Plan, adopt,
amend and rescind rules and regulations relating to the Plan, and make all
other determinations and take all other actions necessary and advisable for the
administration of the Plan. Decisions and determinations of the Committee on
all matters relating to the Plan shall be in its sole discretion and shall be
conclusive. The Plan shall be interpreted in view of the intention to qualify
as an exempt transaction under Rule 16b-3 under the Securities Exchange Act of
1934 (the "Exchange Act").
5. ELIGIBILITY. Any member of the Board of Directors who is not
an employee of PCSS or a subsidiary of PCSS and who does not beneficially own
(as defined by Rule 13d-3 of the Securities and Exchange Act of 1934) 5% of the
outstanding Common Stock of the Company may participate in the plan.
6. CHANGES IN CAPITALIZATION. If the outstanding shares of
Common Stock are increased, decreased or exchanged for a different number or
kind of shares or other securities, or if additional shares or other property
(other than ordinary dividends) are distributed with respect to such shares of
Common Stock or other securities, through merger, consolidation, sale of all or
substantially all of the assets of PCSS, reorganization, recapitalization,
reclassification, dividend, stock split, spin-off, split-off or other
distribution with respect to such shares of Common Stock, or other securities,
an appropriate and proportionate adjustment may be made in the maximum number
and kind of shares reserved for issuance under the Plan.
7. NO RIGHT TO CONTINUE AS A DIRECTOR. Neither the Plan nor any
action taken pursuant to the Plan, shall constitute evidence of any agreement
or understanding, express or implied, that PCSS will retain a participant as a
Director for any period of time, or at any particular rate of compensation.
8. AMENDMENT, MODIFICATION, AND TERMINATION. The Board at any
time may terminate and in any respect amend or modify the Plan; provided,
however, that the Board of Directors shall condition any amendments on the
approval of stockholders if such approval is necessary or advisable with
respect to securities, tax or other applicable law. No amendment,
modification, or termination of the Plan shall in any manner adversely affect
the rights of any participant with respect to shares of Common Stock to which
he or she became entitled prior to such amendment, modification or termination
or with respect to amounts that have been credited to a Deferred Compensation
Account.
<PAGE> 2
9. STOCKHOLDER APPROVAL. The Plan shall be submitted to the
stockholders of PCSS for their approval at the 1995 Annual Meeting of
Stockholders. If such approval is not obtained, no shares of Common Stock will
be issued to Directors through the Plan.
10. RESTRICTIONS ON DELIVERY AND SALE OF SHARES; LEGENDS. Each
share of Common Stock purchased through the Plan is subject to the condition
that if at any time the Committee, in its discretion, shall determine that the
listing, registration or qualification of such shares upon any securities
exchange or under any state or federal law is necessary or desirable as a
condition of or in connection with the delivery of shares thereunder, the
delivery of any or all shares may be withheld unless and until such listing,
registration or qualification shall have been effected. If a registration
statement is not in effect under the Securities Act of 1933 or any applicable
state securities laws with respect to the shares of Common Stock purchasable or
otherwise deliverable hereunder, the Director shall as a condition to any
delivery of Common Stock hereunder, represent, in writing, that the shares
received are being acquired for investment and not with a view to distribution
and agree that the shares will not be disposed of except pursuant to an
effective registration statement, unless PCSS shall have received an opinion of
counsel that such disposition is exempt from such requirement under the
Securities Act of 1993 any applicable state securities laws. PCSS shall
include on certificates representing shares delivered pursuant to the Plan such
legends referring to the foregoing representations or restrictions and any
other applicable restrictions on resale as the Committee, in its discretion,
shall deem appropriate. In addition, unless waived by the Committee, each
Director, as a condition of receipt of the Stock shall agree that such stock
shall not be sold for two years following its issuance unless consented to in
writing by the Committee.
<PAGE> 1
EXHIBIT 5
OPINION OF SAYLES & LIDJI, P.C.
[SAYLES & LIDJI LETTERHEAD]
July 31, 1996
PC Service Source, Inc.
2350 Valley View Lane
Dallas, TX 75234
Re: PC Service Source, Inc. - Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to PC Service Source, Inc., a Delaware corporation
(the "Company"), in connection with the preparation of the Registration
Statement on Form S-8 (the "Registration Statement"), filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"), relating to 20,000 shares of the common stock, par value
$0.01 per share (the "Common Stock") of the Company that are to be offered
under the PC Service Source, Inc. 1995 Director Compensation Plan (the "Plan"),
as more fully described in the Registration Statement.
You have requested the opinion of this firm with respect to certain legal
aspects of the proposed offering. In connection therewith, we have examined
and relied upon the original, or copies certified to our satisfaction, of (1)
the Restated Certificate of Incorporation and the Bylaws of the Company, as
amended; (2) minutes and records of the corporate proceedings of the Company
with respect to the establishment of the Plan, the offering of shares of Common
Stock pursuant to the Plan and related matters; (3) the Registration Statement
and exhibits deemed necessary for the expression of opinions herein contained.
In making the foregoing examinations, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals,
and the conformity to original documents of all documents submitted to us as
certified or photostatic copies. As to various questions of fact material to
this opinion, and as to the content and form of the Restated Certificate of
Incorporation, the Bylaws, minutes, records, resolutions and other documents or
writings of the Company, we have relied, to the extent we deem reasonably
appropriate, upon representations or certificates of officers or directors of
the Company and upon documents, records and instruments furnished to us by the
Company, without independent check or verification of their accuracy.
Based upon our examination, consideration of, and reliance on the documents
and other matters described above, and subject to the comments and exceptions
noted below, we are of the opinion that the Company presently has available at
least 20,000 shares of authorized but unissued Common Stock and/or treasury
shares from which the 20,000 shares of Common Stock proposed to be offered
under the Plan may be issued. Assuming that the Company maintains an adequate
number of authorized but unissued shares and/or treasury shares available for
issuance to those persons who receive Common Stock under the Plan, and assuming
that the consideration for shares of Common Stock issued pursuant to the Plan
is actually received by the Company as provided in the Plan and exceeds the par
value of such shares, then the shares of Common Stock issued pursuant to and in
accordance with the terms of the Plan will be duly and validly issued, fully
paid and nonassessable.
<PAGE> 2
PC Service Source, Inc.
July 31, 1996
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to references to our firm included in or made a part
of the Registration Statement. In giving this consent, we do not admit that we
come within the category of persons whose consent is required under Section 7
of the Securities Act or the Rules and Regulations of the Securities and
Exchange Commission thereunder.
Sincerely,
SAYLES & LIDJI,
A PROFESSIONAL CORPORATION
By: /s/ Brian M. Lidji
----------------------------
Brian M. Lidji
<PAGE> 1
EXHIBIT 23.2
CONSENT OF KPMG PEAT MARWICK LLP
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
PC Service Source, Inc.:
We consent to incorporation by reference in this Registration Statement on
Form S-8 of PC Service Source, Inc. of our report dated February 15, 1996,
relating to the consolidated balance sheets of PC Service Source, Inc. and
subsidiary as of December 31, 1995 and 1994, and the related consolidated
statements of operations, stockholders' equity, and cash flows for each of the
years in the three-year period ended December 31, 1995, and the related
schedule, which report appears in the December 31, 1995, annual report on Form
10-K of PC Service Source, Inc.
KPMG PEAT MARWICK LLP
/s/ KPMG Peat Marwick LLP
Dallas, Texas
July 30, 1996
