<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 11, 1999
REGISTRATION NO. 333-81039
================================================================================
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-------------------------
CENTURY BUSINESS SERVICES, INC.
(Exact Name of Registrant as Specified in Its Charter)
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<S> <C> <C>
DELAWARE 7389 22-2769024
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Organization) Classification Code Number) Identification Number)
</TABLE>
6480 ROCKSIDE WOODS BOULEVARD, SOUTH
SUITE 330
CLEVELAND, OHIO 44131
(216) 447-9000
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
-------------------------
FRED M. WINKLER
PRESIDENT AND CHIEF OPERATING OFFICER
6480 ROCKSIDE WOODS BOULEVARD, SOUTH
SUITE 330
CLEVELAND, OHIO 44131
(216) 447-9000
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
------------------------
With copy to:
ALAN M. UTAY
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
1700 PACIFIC AVENUE, SUITE 4100
DALLAS, TEXAS 75201-4675
(214) 969-2800
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time
to time after the effective date of this Registration Statement.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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 this form is a post-effective amendment filed pursuant to Rule
462(d) 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. / /
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE 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 SAID SECTION 8(a), MAY DETERMINE.
================================================================================
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. THE
INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
SUBJECT TO COMPLETION, DATED AUGUST 11, 1999
PROSPECTUS
15,000,000 SHARES
CENTURY BUSINESS SERVICES, INC.
6480 ROCKSIDE WOODS BOULEVARD, SOUTH
SUITE 330
CLEVELAND, OHIO 44131
(216) 447-9000
COMMON STOCK
We will offer and sell, from time to time, in one or more offerings,
shares of our common stock to acquire assets, businesses or securities or when
holders of our convertible securities that we have issued to acquire assets,
businesses or securities convert them or are due an interest payment thereon. We
will negotiate the terms of these acquisitions with the persons who own or
control the assets, businesses or securities that we wish to acquire.
No person will pay underwriting discounts or commissions when we issue
our common stock in these acquisitions. But in acquisitions where a party uses a
broker's or finder's services, finder's fees may be paid. Any person receiving
these fees may be deemed an "underwriter" under the Securities Act of 1933.
Also, if that person sells for a profit shares of our common stock purchased by
that person, that profit may be deemed to be underwriting commissions or
discounts under the Securities Act.
Our common stock trades on the Nasdaq National Market under the symbol
"CBIZ." On August 9, 1999, the last reported sale price of our common stock on
the Nasdaq National Market was $13.625 per share.
--------------------
CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 1 OF THIS
PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is ______________, 1999.
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TABLE OF CONTENTS
PAGE
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Risk Factors....................................................................................................
Uncertainty of Forward-Looking Statements.......................................................................
About this Prospectus...........................................................................................
Century Business Services, Inc..................................................................................
Recent Developments.............................................................................................
Use of Proceeds.................................................................................................
Description of Capital Stock....................................................................................
Legal Matters...................................................................................................
Experts.........................................................................................................
Where You Can Find More Information.............................................................................
</TABLE>
This prospectus incorporates important business and financial
information about us that is not included or delivered with this prospectus.
Stockholders may obtain this information from us without charge upon written or
oral request to the following:
Century Business Services, Inc.
6480 Rockside Woods Boulevard, South
Suite 330
Cleveland, Ohio 44131
Attn: Investor Relations
(216) 447-9000
If you would like to request documents from us, please do so by no
later than five business days before the date you must make your investment
decision. If you request any incorporated documents, we will mail them to you by
first class mail or other equally prompt means as soon as practicable after we
receive your request.
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RISK FACTORS
Before acquiring our common stock, you should carefully consider all of
the information in this prospectus, any prospectus supplement, and the documents
and risk factors incorporated by reference herein.
UNCERTAINTY OF FORWARD-LOOKING STATEMENTS
This prospectus, any prospectus supplement and the documents
incorporated by reference herein may contain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. When used in this prospectus, words such as
"anticipate," "believe," "estimate," "expect," "intend," "predict," "project,"
and similar expressions, as they relate to us or our management, identify
forward-looking statements. These forward-looking statements are based on the
beliefs of our management as well as assumptions made by and information
currently available to us. These forward-looking statements are subject to
certain risks, uncertainties and assumptions, including those risks,
uncertainties and assumptions discussed in this prospectus and in our filings
under the Exchange Act and those related to the following:
- the impact of general economic conditions in the United
States;
- industry conditions, including competition;
- capital expenditure requirements;
- legislative or regulatory requirements;
- taxes; and
- access to capital markets.
Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may vary
materially from those anticipated, expected or projected. Such forward-looking
statements reflect our current views with respect to future events and are
subject to these and other risks, uncertainties and assumptions relating to our
operations, results of operations, growth strategy and liquidity. All subsequent
written and oral forward-looking statements attributable to us or individuals
acting on our behalf are expressly qualified in their entirety by this
paragraph. You should specifically consider the various factors identified in
this prospectus, any prospectus supplement and the documents incorporated by
reference herein which could cause actual results to differ.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with
the Securities and Exchange Commission utilizing a "shelf registration" process.
Under this shelf process, we may offer and sell, from time to time, in one or
more offerings, shares of our common stock to acquire assets, businesses or
securities or when holders of our convertible securities that we have issued to
acquire assets, businesses or securities convert them or are due an interest
payment thereon. We may sell through these offerings up to a total of 15,000,000
shares of our common stock. The shares of our common stock that we issue in
these acquisitions will be recorded at prices that approximate the fair value of
our common stock at the time we establish the material terms of the acquisition
in a written agreement.
You should read both this prospectus and any prospectus supplement
together with additional information described under the heading "Where You Can
Find More Information."
1
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CENTURY BUSINESS SERVICES, INC.
We are a diversified services company that, acting through our
subsidiaries, provides professional outsourced business services primarily to
small and medium-sized businesses, as well as individuals, governmental
entities, and not-for-profit enterprises throughout the United States.
We offer integrated services in the following areas:
- accounting, tax, valuation, and advisory services;
- benefits administration and insurance services;
- human resources and payroll services;
- performance consulting services;
- information technology services; and
- specialty insurance.
We provide these services through a network of more than 200 offices in
36 states, plus approximately 650 Century Small Business Solutions franchisee
offices in 47 states. As of June 30, 1999, we served more than 100,000 business
clients, of which approximately 54,000 are served through the Century Small
Business Solutions franchisee network. Management estimates that our clients
have more than 2.4 million employees including approximately 400,000 employed by
clients of the Century Small Business Solutions franchisee network.
Our clients typically have fewer than 500 employees and prefer to focus
their resources on the operation of their core business while allowing us to
provide non-core administrative functions. In many instances, outsourcing
non-core administrative functions allows clients to enhance productivity, reduce
costs and improve service, quality and efficiency with regard to their core
business without the distraction of performing non-core administrative
functions.
Our goal is to be the nation's leading provider of outsourced business
services to small and medium-sized companies. Our strategies to achieve this
include:
- continuing to provide clients with a broad range of high
quality products and services;
- continuing to expand locally through internal growth by:
- increasing the number of clients we serve, and
- increasing the number of products and services we
provide to existing clients; and
- continuing to expand nationally through acquisitions.
We recently established a new division, CBIZ Interactive, to provide
and enhance our information technology services. Through CBIZ Interactive, we
offer a wide range of information technology services, from creating strategic
technology plans to developing and implementing software and hardware solutions.
We have also acquired Bratch Innovation, Inc., a privately-held internet
solutions company. By acquiring Bratch, which is operated as part of CBIZ
Interactive, we have enhanced our information technology services by providing
internet-based solutions for our clients' operational, marketing and e-commerce
needs. Specifically, we now license software to our customers to speed up their
web site development process and allow them to update their web sites without
technical expertise. Also, we provide digital branding and direct hit marketing,
network performance analysis,
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strategic consulting services and ongoing support services for our on-line
solutions, from content maintenance to site administration application
development and site log analysis.
In addition, we have determined that our risk-bearing specialty
insurance segment is no longer part of our strategic long-term growth
objectives. As a result, in April 1999, we adopted a formal plan to divest of
this segment. We expect to complete this divestiture before December 31, 1999.
We are incorporated under the laws of the State of Delaware. The
address of our principal executive offices is 6480 Rockside Woods Boulevard,
South, Suite 330, Cleveland, Ohio 44131, and our telephone number is (216)
447-9000.
Additional information concerning us and our subsidiaries is included
in the company reports and other documents incorporated by reference in this
prospectus.
DESCRIPTION OF CAPITAL STOCK
Our Board of Directors has the authority to issue up to 250,000,000
shares of our common stock. As of August 10, 1999, 84,985,265 shares of our
common stock were outstanding. Our stockholders are entitled to one vote per
share on all matters submitted to a vote of stockholders. In addition, our
stockholders may receive dividends, if any, on a pro rata basis that our Board
of Directors may declare from time to time from legally available funds. Upon
our liquidation, dissolution or winding up, our stockholders would be entitled
to share ratably in any assets available for distribution to them after payment
of all our obligations then outstanding. Our stockholders do not have cumulative
voting rights or preemptive or other rights to acquire or subscribe to
additional, unissued or treasury shares. The shares of our common stock
currently outstanding are validly issued, fully paid and nonassessable.
Our Board of Directors is authorized without further stockholder
approval to issue from time to time shares of our common stock in one or more
series and, except for the rights and restrictions discussed above, to fix or
alter the relative, participant, optional or special rights and any
qualifications, limitations or restrictions of the shares of each such series.
The issuance of any new series of our common stock may have the effect of
delaying, deferring or preventing a change in control of our management without
further action by our stockholders and may adversely affect the voting and other
rights of our common stockholders. The issuance of any new series of our common
stock with voting and conversion rights may adversely affect the voting power of
our common stockholders, including the loss of voting control to others. We have
no present plans to issue any new series of our common stock.
We have the following provisions in our bylaws which could be
considered "anti-takeover" provisions: (i) a bylaw requiring that, to remove a
director, a majority of shares of our then outstanding common stock or
two-thirds of the other directors must vote to remove that director and (ii) a
bylaw providing that, unless otherwise provided by law, only our Board of
Directors or our President may call special meetings of stockholders. These
bylaws may delay stockholder actions on certain business combinations and on
electing new members to our Board of Directors. These potential delays may
discourage a stockholder who desires to participate in a business combination or
to elect a new director from purchasing our common stock on the open market.
We are also subject to Section 203 of the Delaware General Corporation
Law, which regulates corporate acquisitions. In general, Section 203 prohibits a
publicly held Delaware corporation from engaging in a "business combination"
with an "interested stockholder" for a period of three years following the date
the person became an interested stockholder, unless:
- - the board of directors approved the transaction in which such
stockholder became an interested stockholder before the date the
interested stockholder attained such status;
- - upon consummation of the transaction that resulted in the stockholder
becoming an interested stockholder, such stockholder owned at least 85%
of the corporation's voting stock outstanding at the time the
transaction commenced, excluding shares owned by persons who are
directors and also officers; or
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- - on or after such date the business combination is approved by the board
of directors and authorized at an annual or special meeting of
stockholders.
A "business combination" generally includes a merger, asset or stock sale, or
other transaction resulting in a financial benefit to the interested
stockholder. In general, an "interested stockholder" is a person who, together
with affiliates and associates, owns, or within three years before the
determination of interested stockholder status, did own, 15% or more of a
corporation's voting stock.
LEGAL MATTERS
Akin, Gump, Strauss, Hauer & Feld, L.L.P. is passing on the validity of
the shares of our common stock to be offered hereby. Mr. Rick L. Burdick, a
partner of Akin, Gump, Strauss, Hauer & Feld, L.L.P., is a director of Century
and, as of August 10, 1999, owned 9,034 shares of our common stock and options
to purchase 50,000 shares of our common stock.
EXPERTS
Our consolidated and combined financial statements and schedules as of
December 31, 1998 and 1997, and for each of the years in the three year period
ended December 31, 1998 are incorporated by reference herein and in the
registration statement of which this prospectus is a part in reliance upon the
report of KPMG LLP, independent certified public accountants, incorporated by
reference herein, upon the authority of said firm as experts in accounting and
auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You may read and
copy any document that we file with the SEC at its public reference rooms in
Washington, D.C., New York, New York, and Chicago, Illinois. You may also call
the SEC at 1-800-SEC-0330 for further information on the public reference rooms.
Our SEC filings are also available to you free of charge at the SEC's web site
at http://www.sec.gov. In addition, you may read and copy our reports, proxy
statements and other information at the offices of the National Association of
Securities Dealers, Inc., Reports Section, 1735 K Street, N.W., Washington, D.C.
20006.
We filed a registration statement on Form S-4 to register with the SEC
the shares of our common stock to be offered hereby. This prospectus is a part
of that registration statement. As allowed by SEC rules, this prospectus does
not contain all of the information you can find in the registration statement or
the exhibits to the registration statement.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is considered to be part of this prospectus, and
information that we file later with the SEC will automatically update and
supersede previously filed information, including information contained in this
document.
We incorporate by reference the documents listed below and any future
filings we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act until this offering has been completed:
- Century's Annual Report on Form 10-K for the year ended
December 31, 1998, as amended by Century's Form 10-K/A
(Amendment No. 1);
- Century's Quarterly Report on Form 10-Q for the three months
ended March 31, 1999, as amended by Century's Form 10-Q/A
(Amendment No. 1);
- Century's Proxy Statement dated March 24, 1999 regarding the
annual meeting of stockholders;
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- Century's Current Report on Form 8-K filed on January 12,
1999;
- Century's Current Report on Form 8-K filed on April 9, 1999;
- Century's Current Report on Form 8-K filed on April 22, 1999;
and
- Century's Current Report on Form 8-K filed on June 22, 1999.
You may request free copies of these filings by writing or telephoning
us at the following address:
Century Business Services, Inc.
6480 Rockside Woods Boulevard, South
Suite 330
Cleveland, Ohio 44131
Attn: Investor Relations
(216) 447-9000
You should rely on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have authorized no
one to provide you different information. We are not making an offer of these
securities in any state where the offer is not permitted. You should not assume
that the information in this prospectus or any prospectus supplement is accurate
as of any date other than the date on the front of the document.
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================================================================================
15,000,000 SHARES
CENTURY BUSINESS SERVICES, INC.
COMMON STOCK
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PROSPECTUS
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_______________, 1999
================================================================================
<PAGE> 10
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20 -- INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL") empowers a Delaware corporation to indemnify any person who was or
is a party, or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise. The indemnity may include
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, provided that such person acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's conduct was
unlawful. A Delaware corporation may indemnify past or present officers and
directors of such corporation or of another corporation or other enterprise at
the former corporation's request, in an action by or in the right of the
corporation to procure an enterprise at the former corporation's request, in an
action by or in the right of the corporation to procure a judgment in its favor
under the same conditions, except that no indemnification is permitted without
judicial approval if the officer or director is adjudged to be liable to the
corporation. Where an officer or director is successful on the merits or
otherwise in defense of any action referred to above, or in defense of any
claim, issue or matter therein, the corporation must indemnify such person
against the expenses (including attorneys' fees) that such person actually and
reasonably incurred in connection therewith. Section 145 further provides that
any indemnification shall be made by the corporation only as authorized in each
specific case upon a determination that indemnification of such person is proper
because he has met the applicable standard of conduct set forth by:
- the stockholders;
- the board of directors by a majority vote of a quorum
consisting of directors who were not parties to such action,
suit or proceeding;
- a committee of directors who are not parties to such action,
suit or proceeding designated by majority vote by such
disinterested directors even if less than a quorum; or
- an independent legal counsel in a written opinion, if there
are no such disinterested directors, or if such disinterested
directors so direct.
Section 145 further provides that indemnification pursuant to its
provisions is not exclusive of other rights of indemnification to which a person
may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.
The Amended and Restated Certificate of Incorporation, as amended, of
Century Business Services, Inc. (the "Company") entitles its Board of Directors
to provide for indemnification of directors and officers to the fullest extent
provided by law, except for liability for:
- any breach of director's duty of loyalty to the Company or its
stockholders;
- acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law;
- unlawful payments of dividends;
- unlawful stock purchases or redemptions; or
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- any transaction from which the director derived an improper
personal benefit.
Article VII of the Amended and Restated Bylaws of the Company (the
"Bylaws") provides that to the fullest extent and in the manner permitted by the
laws of the State of Delaware and specifically as is permitted under Section 145
of the DGCL, the Company shall indemnify any person who was or is a party or is
threatened to be made a party to any 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 Company, by reason of the fact
that such person is or was a director, officer, employee or agent of the
Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with such action, suit, or proceeding if such person acted in good
faith and in a manner he reasonably believed to be in and not opposed to the
best interests of the Company and with respect to any criminal action or
proceeding, such person had no reasonable cause to believe his conduct was
unlawful. Determination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent shall
not, of itself, create a presumption that a person did not act in good faith and
in a manner such person reasonably believed to be in and not opposed to the best
interests of the Company, and with respect to any criminal action or proceeding,
had reasonable cause to believe his conduct was lawful.
The Bylaws provide that any decision as to indemnification shall be
made:
- by the Board of Directors of the Company by a majority vote of
a quorum consisting of directors who were not parties to such
action, suit or proceeding;
- if such a quorum is not obtainable, or even if obtainable, if
a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion; or
- by the stockholders.
The Board of Directors of the Company may authorize indemnification of
expenses incurred by an officer or director in defending a civil or criminal
action, suit or proceeding in advance of the final disposition of such action,
suit or proceeding. Indemnification pursuant to these provisions is not
exclusive of any other rights to which those seeking indemnification may be
entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise and shall continue as to a person who has ceased to be a
director or officer. The Company may purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of the
Company.
Further, the Bylaws provide that the indemnity provided will be
extended to the directors, officers, employees and agents of any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger that, if its separate existence has continued, would
have had the power and authority to indemnify its directors, officers, and
employees or agents so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was serving at the
request of such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under the provisions of the Bylaws
with respect to the resulting or surviving corporation as such person would have
with respect to such constituent corporation if its separate existence had
continued.
The Company currently maintains a separate insurance policy relating to
its directors and officers, under which policy such directors and officers are
insured, within the limits and subject to the limitations of the policy, against
certain expenses in connection with the defense of certain claims, actions,
suits or proceedings, and certain liabilities which might be imposed as a result
of such claims, actions, suits or proceedings, which may be brought against them
by reason of being or having been such directors or officers.
The Securities and Exchange Commission has issued a policy statement
that the indemnification of officers and directors for liabilities under the
Securities Act of 1933 is against public policy as expressed in the Act, and is,
therefore, unenforceable.
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ITEM 21 -- EXHIBITS
The following Exhibits are filed as part of this Registration
Statement:
Exhibit
Number Description of Exhibits
- ------ -----------------------
3.1 Amended and Restated Certificate of Incorporation of the Company
(filed as Exhibit 3.1 to the Registration Statement on Form 10,
Commission File No. 000-25890 and incorporated herein by
reference).
3.2 Certificate of Amendment to the Amended and Restated Certificate
of Incorporation of the Company dated October 18, 1996 (filed as
Exhibit 3.2 to the Annual Report on Form 10-K for the fiscal year
ended December 31, 1996 and incorporated herein by reference).
3.3 Certificate of Amendment to the Amended and Restated Certificate
of Incorporation of the Company effective December 23, 1997
(filed as Exhibit 3.3 to the Annual Report on Form 10-K for the
fiscal year ended December 31, 1997 and incorporated herein by
reference).
3.4 Certificate of Amendment to the Amended and Restated Certificate
of Incorporation of the Company dated September 10, 1998 (filed
as Exhibit 3.4 to the Registration Statement on Form S-3 dated
September 23, 1998, Commission File No. 333-64109, and
incorporated herein by reference).
3.5 Amended and Restated Bylaws of the Company (filed as Exhibit 3.2
to the Registration Statement on Form 10, Commission File No.
000-25890 and incorporated herein by reference).
4.1 Form of Stock Certificate of Common Stock of the Company (filed
as Exhibit 4.1 to the Registration Statement on Form S-3 dated
September 23, 1998, Commission File No. 333-64109, and
incorporated herein by reference).
5.1* Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
21.1* Subsidiaries of the Registrant.
23.1** Consent of KPMG LLP.
23.2* Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
its opinion filed as Exhibit 5.1 hereto)
24.1* Power of Attorney (included on the signature page of this
Registration Statement)
- --------------
*Previously filed.
**Filed herewith.
ITEM 22 -- UNDERTAKINGS
The undersigned company hereby undertakes:
(A) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement:
(1) to include any prospectus required by Section
10(a)(3) of the Securities Act;
(2) to reflect in the prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective
amendment thereof) that, individually or in the
aggregate, represent a fundamental change in the
information set forth in this 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
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of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Securities and Exchange 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; and
(3) to include any material information with respect to
the plan of distribution not previously disclosed in
this Registration Statement or any material change to
such information in the Registration Statement;
(B) 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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof; and
(C) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of this Registration Statement.
The undersigned company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the company's
annual report pursuant to Section 13(a) or section 15(d) of the Exchange Act
that is incorporated by reference in this Registration Statement shall be deemed
to be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
company pursuant to the foregoing provisions, or otherwise, the company 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 company of expenses
incurred or paid by a director, officer or controlling person of the company 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 company 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.
The undersigned company hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
The undersigned company hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-4
<PAGE> 14
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 of the requirements for filing on Form S-4 and has duly caused this
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio,
on August 11, 1999.
CENTURY BUSINESS SERVICES, INC.
By: /s/ FRED M. WINKLER
-------------------------------------------
Fred M. Winkler
President and Chief Operating Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities indicated on August 11, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ MICHAEL G. DEGROOTE* Chief Executive Officer and Chairman of the Board
- --------------------------------------------- (Principal Executive Officer)
Michael G. DeGroote
/s/ FRED M. WINKLER President and Chief Operating Officer and Director
- ---------------------------------------------
Fred M.Winkler
/s/ CHARLES D. HAMM, JR. Senior Vice President and Chief Financial Officer
- --------------------------------------------- (Principal Accounting and Financial Officer)
Charles D. Hamm, Jr.
/s/ RICK L. BURDICK* Director
- ---------------------------------------------
Rick L. Burdick
/s/ JOSEPH S. DiMARTINO* Director
- ---------------------------------------------
Joseph S. DiMartino
/s/ HARVE A. FERRILL* Director
- ---------------------------------------------
Harve A. Ferrill
Director
- ---------------------------------------------
Hugh P. Lowenstein
/s/ RICHARD C. ROCHON* Director
- ---------------------------------------------
Richard C. Rochon
</TABLE>
*By: /s/ FRED M. WINKLER
--------------------------
Fred M. Winkler
Attorney-in-Fact
<PAGE> 15
EXHIBIT INDEX
Exhibit
Number Description of Exhibits
- ------ -----------------------
3.1 Amended and Restated Certificate of Incorporation of the Company
(filed as Exhibit 3.1 to the Registration Statement on Form 10,
Commission File No. 000-25890 and incorporated herein by
reference).
3.2 Certificate of Amendment to the Amended and Restated Certificate
of Incorporation of the Company dated October 18, 1996 (filed as
Exhibit 3.2 to the Annual Report on Form 10-K for the fiscal year
ended December 31, 1996 and incorporated herein by reference).
3.3 Certificate of Amendment to the Amended and Restated Certificate
of Incorporation of the Company effective December 23, 1997
(filed as Exhibit 3.3 to the Annual Report on Form 10-K for the
fiscal year ended December 31, 1997 and incorporated herein by
reference).
3.4 Certificate of Amendment to the Amended and Restated Certificate
of Incorporation of the Company dated September 10, 1998 (filed
as Exhibit 3.4 to the Registration Statement on Form S-3 dated
September 23, 1998, Commission File No. 333-64109, and
incorporated herein by reference).
3.5 Amended and Restated Bylaws of the Company (filed as Exhibit 3.2
to the Registration Statement on Form 10, Commission File No.
000-25890 and incorporated herein by reference).
4.1 Form of Stock Certificate of Common Stock of the Company (filed
as Exhibit 4.1 to the Registration Statement on Form S-3 dated
September 23, 1998, Commission File No. 333-64109, and
incorporated herein by reference).
5.1* Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
21.1* Subsidiaries of the Registrant.
23.1** Consent of KPMG LLP.
23.2* Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
its opinion filed as Exhibit 5.1 hereto)
24.1* Power of Attorney (included on the signature page of this
Registration Statement)
- --------------
*Previously filed.
**Filed herewith
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Century Business Services, Inc.
We consent to the use of our reports incorporated herein by reference
in Amendment No. 1 to the Registration Statement on Form S-4 and to the
reference to our firm under the heading "Experts" in such Amendment No. 1 to the
Registration Statement.
--------------------------------------
KPMG LLP
Cleveland, Ohio
August 10, 1999
