Filed with the Securities and Exchange Commission on November 13, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
APAC TeleServices, Inc.
(Exact name of registrant as specified in its charter)
ILLINOIS 36-2777140
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
ONE PARKWAY NORTH CENTER, SUITE 510
DEERFIELD, ILLINOIS 60015
(847) 374-4980
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
THEODORE G. SCHWARTZ
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
ONE PARKWAY NORTH CENTER, SUITE 510
DEERFIELD, ILLINOIS 60015
(847) 374-4980
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
____________________
Copies To:
Stanley H. Meadows, P.C.
McDermott, Will & Emery
227 West Monroe Street
Chicago, Illinois 60606
____________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement as
determined in light of market conditions.
____________________
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on 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>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED (1) PER SHARE (2) OFFERING PRICE (2) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Shares (par value $.01 per 1,991,385 $13.875 $27,630,467 $8,372.87
share)
(1) Maximum number of shares which may be offered.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based on the average of the high and low sales
prices of the Common Shares on the Nasdaq National Market as of November
7, 1997.
</TABLE>
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 COMMISSION ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
PROSPECTUS
1,991,385 Shares
APAC TELESERVICES, INC.
COMMON SHARES
____________________
This Prospectus relates to up to 1,991,385 Common Shares (the "Shares"), of
APAC TeleServices, Inc., an Illinois corporation (the "Company"), which may be
offered for sale by certain shareholders of the Company (the "Selling
Shareholders"). The distribution of the Shares by the Selling Shareholders may
be effected from time to time by the Selling Shareholders directly or through
one or more broker-dealers, in one or more transactions on the Nasdaq National
Market System, or stock exchanges on which the Common Shares may be listed
pursuant to and in accordance with the rules of such exchanges, in the over-the-
counter market, in negotiated transactions or otherwise, at prices related to
the prevailing market prices or at negotiated prices. See "Plan of
Distribution."
The Company will not receive any of the proceeds from the sale of the
Shares. The Company will bear all expenses of the registration of the Shares,
except that the Selling Shareholders will pay any applicable underwriting
commissions and expenses, brokerage fees and transfer taxes, as well as the fees
and disbursements of counsel to and experts for the Selling Shareholders.
The Company's Common Shares are traded on the Nasdaq National Market under
the symbol "APAC." The last reported sale price of the Common Shares on the
Nasdaq National Market on November 11, 1997 was $14.25 per share.
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is ________________, 1997
ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). The Company's
registration statement on Form S-3 (together with all amendments and exhibits,
the "Registration Statement"), the exhibits and schedules forming a part thereof
and the reports, proxy statements and other information filed by the Company can
be inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and at
the following Regional Offices of the Commission: 7 World Trade Center, Suite
1300, New York, New York 10048; and Suite 1400, 500 West Madison, Chicago,
Illinois 60661. Copies of such material can also be obtained from the Public
Reference Section of the Commission, Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission
maintains a Web site that contains reports, proxy and information statements and
other information filed by the Company at (http://www.sec.gov).
This Prospectus constitutes a part of a Registration Statement filed with
the Commission under the Securities Act of 1933 as amended (the "Securities
Act"), with respect to the Shares offered hereby. This Prospectus does not
contain all of the information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of the
Commission. For further information with respect to the Company and the Shares
offered hereby, reference is made to the Registration Statement and the
documents incorporated therein by reference. Statements made in the Prospectus
as to the provisions of any document are not necessarily complete and, in each
instance, reference is made to the copy of such document filed as an exhibit to
the Registration Statement or otherwise filed with the Commission, and each such
statement shall be deemed qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the Commission
are incorporated herein by reference: (i) the Company's Annual Report on Form
10-K for the fiscal year ended December 29, 1996; (ii) the Company's Quarterly
Reports on Form 10-Q, for the quarterly periods ended March 30, 1997, June 29,
1997 and September 28, 1997; (iii) the Company's Current Reports on Form 8-K
dated April 25, 1997, August 5, 1997, August 19, 1997, September 9, 1997 and
October 21, 1997; and (iv) the description of the Common Shares contained in the
Company's Form 8-A Registration Statement for such securities.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of this offering shall be deemed to be incorporated by reference
in this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in this Prospectus, or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any subsequently filed document that also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of such person, a
copy of any and all of the documents incorporated by reference herein (other
than exhibits to such documents, unless such exhibits are specifically
incorporated by reference in such documents). Requests for such copies should
be directed to: Investor Relations, APAC TeleServices, Inc., One Parkway North
Center, Suite 510, Deerfield, Illinois 60015, telephone number (847) 945-0055.
THE COMPANY
The Company is one of the largest and fastest growing providers of
outsourced telephone-based sales, marketing and customer management services.
The Company's client base is comprised of large companies with growing needs for
cost-effective means of contacting and servicing current and prospective
customers. The Company operates customer contact centers located primarily in
the Midwest. The customer contact centers are centrally managed through the
application of extensive telecommunications and computer technology to promote
the consistent delivery of quality service. The Company believes its innovative
approach to providing quality service distinguishes it from its competitors and
has led to the Company's rapid growth rate and its retention of key clients.
For a discussion of certain risks associated with the purchase and
ownership of Common Shares, please see the cautionary statements contained in
the Company's Securities Exchange Commission filings.
The principal executive offices of the Company are located at One Parkway
North Center, Suite 510, Deerfield, Illinois 60015 and its telephone number is
(847) 945-0055.
USE OF PROCEEDS
The Company will receive none of the proceeds from the offering and sale of
the Shares.
SELLING SHAREHOLDERS
The Selling Shareholders listed in the following table have expressed their
desire to be able to sell the Common Shares set forth below. From time to time,
each Selling Shareholder, individually or collectively with other Selling
Shareholders, will determine the number of shares which each may sell. The
determination to sell will depend on a number of factors, including the price of
the Common Shares from time to time. The table sets forth the information, as
of August 20, 1997, as provided by the Selling Shareholders, concerning each
Selling Shareholder's ownership of Common Shares.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED SHARES WHICH SHARES
PRIOR TO OFFERING MAY BE SOLD IN BENEFICIALLY OWNED
THE OFFERING AFTER OFFERING
Number Number Number Percent(1)
Name Percent(1)
<S> <C> <C> <C> <C> <C>
Linda Boland Abraham . . . . . . . . 144,183 * 144,183 0 0
Abraham Family Trust . . . . . . . . 432,549 * 432,549 0 0
Edgar Boland . . . . . . . . . . . . 720 * 720 0 0
Mary Boland . . . . . . . . . . . . . 720 * 720 0 0
Dan Boland . . . . . . . . . . . . . 720 * 720 0 0
Maureen Boland . . . . . . . . . . . 720 * 720 0 0
Cathy Longo . . . . . . . . . . . . . 720 * 720 0 0
Nahia Ibrahim . . . . . . . . . . . . 7,209 * 7,209 0 0
Barry Shkolnik . . . . . . . . . . . 1,441 * 1,441 0 0
Magid Abraham . . . . . . . . . . . . 783,403 1.6 783,403 0 0
Greg Bovee . . . . . . . . . . . . . 21,627 * 21,627 0 0
Rakesh Rao . . . . . . . . . . . . . 2,523 * 2,523 0 0
John E. Weaver . . . . . . . . . . . 1,802 * 1,802 0 0
Ward R. Hitt . . . . . . . . . . . . 1,802 * 1,802 0 0
Nancy E. Shaver . . . . . . . . . . . 10,813 * 10,813 0 0
Craig R. Everett . . . . . . . . . . 1,082 * 1,082 0 0
John D. Schmitz . . . . . . . . . . . 4,328 * 4,328 0 0
Gregory T. Dale . . . . . . . . . . . 3,604 * 3,604 0 0
Glen D. Grant . . . . . . . . . . . . 2,883 * 2,883 0 0
Bridget M. O'Loughlin . . . . . . . . 1,802 * 1,802 0 0
David A. Cooke . . . . . . . . . . . 180 * 180 0 0
Sterling J. Sahaydak . . . . . . . . 361 * 361 0 0
Michael P. Peter . . . . . . . . . . 451 * 451 0 0
Daniel H. Lackner . . . . . . . . . . 18,022 * 18,022 0 0
Cognizant Corporation . . . . . . . . 547,720 * 547,720 0 0
Total . . . . . . . . . . . . . . . 1,991,385 * 1,991,385 0 0
* Less than 1%.
(1) Percentage of beneficial ownership is based on 48,825,113 Common Shares
outstanding as of November 6, 1997.
</TABLE>
PLAN OF DISTRIBUTION
The Company acquired all of the common and preferred stock of Paragren
Technologies, Inc., a Delaware corporation, with its principal place of business
in Reston, Virginia ("Paragren"), on August 19, 1997. The acquisition was
effected pursuant to a Merger Agreement, dated August 19, 1997 (the "Merger
Agreement") by a merger of PTI Merger Corp., a Delaware corporation that is a
wholly-owned subsidiary of the Company, into Paragren with Paragren being the
surviving corporation. Paragren's principal assets are its rights in software
that it has developed. Paragren was owned by 25 stockholders, principally
employees and an outside investment firm. In consideration for the common stock
of Paragren, the Company issued to Paragren stockholders 1,991,385 Common Shares
and converted existing Paragren stock options into stock options for an
additional 189,195 Common Shares. If certain performance measures are achieved
by Paragren between August 19, 1997 and February 28, 1998, the Company may be
obligated to issue up to an additional 499,989 Common Shares to the selling
stockholders of Paragren. The number of Common Shares issued and to be issued
in connection with the merger was determined by an arms-length negotiation
between the Company and the principal stockholders of Paragren. The Company
intends to continue to operate the business conducted by Paragren.
The Merger Agreement granted to the Paragren stockholders certain
registration rights to the Common Shares which they received in the Merger. The
Shares to be sold hereunder were received by the Paragren stockholders pursuant
to the Merger Agreement and have been registered in accordance with the
registration rights granted thereunder.
Pursuant to the Merger Agreement, Magid Abraham, Linda Boland Abraham and
each of their affiliates (collectively, the "Abraham Family") have agreed that
they will not, directly or indirectly sell or transfer any Shares ("Abraham
Family Shares") except that they may transfer up to 20% of the Abraham Family
Shares prior to August 19, 1998 and up to an additional 20% of the Abraham
Family Shares (on a cumulative basis) beginning on each August 19 thereafter.
Such restrictions will terminate to the extent (if any) necessary to allow the
Abraham Family to sell the portion of the Abraham Family Shares equal to the
portion of the Company's Common Shares holdings beneficially owned by Theodore
Schwartz and his spouse (for purposes hereof, beneficial ownership shall be
determined in accordance with Section 13(d) of the Exchange Act) sold during
such period. Additionally, such restrictions will terminate upon (i) the death
of Magid Abraham, (ii) the sale by the Company or Paragren of the Paragren
business accompanied by a transfer of Magid Abraham's employment to the acquiror
thereof or (iii) the termination of Magid Abraham's employment with the Company
due to his permanent physical disability.
Pursuant to the Merger Agreement, another of the Selling Stockholders,
Cognizant Corporation ("Cognizant"), has agreed that it will not, directly or
indirectly, sell or transfer any Shares ("Cognizant Shares"), except that
Cognizant may (i) sell or transfer up to 50% of the Cognizant Shares prior to
the expiration of a six-month period after August 19, 1997 and (ii) thereafter
may, with respect to the other 50% of the Cognizant Shares, transfer up to
25,000 of such Cognizant Shares per five trading day period ("Week") (on a
cumulative basis), but in any event, not more than 100,000 of such Cognizant
Shares in any Week, until August 19, 1998, at which time such restrictions will
terminate.
Sales of the Shares being sold by the Selling Shareholders are for the
Selling Shareholders' own accounts. The Company will not receive any of the
proceeds from the sale of the Shares.
The distribution of the Shares by the Selling Shareholders may be effected
from time to time by the Selling Shareholders directly or through one or more
broker-dealers or agents, in one or more transactions on the Nasdaq National
Market or stock exchanges on which the Common Shares may be listed pursuant to
and in accordance with the rules of such exchanges, in the over-the-counter
market, in negotiated transactions or otherwise, at prices related to prevailing
market prices or at negotiated prices. Any and all of the Shares may be sold or
transferred from time to time by means of a block trade in which the broker or
dealer so engaged will attempt to sell the Shares as agent but may position and
resell a portion of the block as principal to facilitate the transaction;
purchase by a broker or dealer as principal and resale by such broker or dealer
for its account; ordinary brokerage transactions and transactions in which the
broker solicits purchasers; through the writing of options on the Shares;
pledges as collateral to secure loans, credit or other financing arrangements
and any subsequent foreclosure, if any, thereunder; gifts, donations and
contributions; and otherwise. In the event that one or more broker-dealers or
agents agree to sell the Shares, it may do so by purchasing Shares as principals
or by selling the Shares as agents for the Selling Shareholders. Any such
broker-dealer may receive compensation from the Selling Shareholders in the form
of underwriting discounts or commissions and may receive commissions from
purchasers of the Shares for whom it may act as agent. If any such broker-
dealer purchases the Shares as principal it may effect resales of the Shares
from time to time or through other broker-dealers, and such other broker-dealers
may receive compensation in the form of concessions or commissions from the
Selling Shareholders or purchasers of the Shares for whom they may act as
agents. To the extent required at the time a particular offer of the Shares is
made, a supplement to this Prospectus will be distributed which will set forth
the aggregate principal amount of Shares being offered and the terms of the
offering, including the name or names of any broker-dealers or agents, the
purchase price paid by any underwriter for the Shares purchased from the Selling
Shareholders, any discounts, commissions and other items constituting
compensation from the Selling Shareholders and any discounts, commissions or
concessions allowed or reallowed or paid to broker-dealers, including the
proposed selling price to the public.
Under applicable rules and regulations under the Exchange Act, any person
engaged in a distribution of the Shares may not simultaneously engage in market-
making activities with respect to the Common Shares for a period of two business
days prior to the commencement of such distribution. In addition and without
limiting the foregoing, the Selling Shareholders will be subject to applicable
provisions of the Exchange Act and the rules and regulations thereunder
including, without limitation, Regulation M.
In order to comply with certain states' securities laws, if applicable, the
Shares will be sold in such jurisdictions only through registered or licensed
brokers or dealers. In certain states the Shares may not be sold unless the
Shares have been registered or qualified for sale in such state or an exemption
from registration or qualification is available and is complied with.
Certain of the Selling Stockholders are subject to Stock Restriction
Agreements pursuant to which such Selling Stockholder has agreed that, upon the
termination of such Selling Stockholder's employment by Paragren, Magid Abraham
shall be deemed to automatically purchase from such Selling Shareholder all of
the shares other than the "vested shares". For these purposes, "vested shares"
are deemed to include an additional 25% of the Shares on each anniversary of the
date of such Selling Stockholder's date of employment with Paragren.
The Company will bear all expenses of the registration of the Shares, except
that the Selling Shareholders will pay any applicable underwriting commissions
and expenses, brokerage fees and transfer taxes, as well as the fees and
disbursements of counsel to and experts for the Selling Shareholders.
The Company has agreed to keep the Registration Statement of which this
Prospectus is a part, continuously effective and usable for a period of at least
two years from the date on which the Commission declares the Registration
Statement effective or such shorter period which will terminate when all of the
Shares covered by the Registration Statement have been sold pursuant to the
Registration Statement.
LEGAL MATTERS
The validity of the issuance of the Shares and certain other legal matters
will be passed upon for the Company by William S. Lipsman, Vice President and
General Counsel to the Company. Mr. Lipsman beneficially owns 5,397 Common
Shares of the Company.
EXPERTS
The financial statements and schedule included in the Company's 1996 Annual
Report on Form 10-K, incorporated by reference in this Prospectus and elsewhere
in this Registration Statement, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are incorporated herein in reliance upon the authority of said
firm as experts in giving said reports.
NO DEALER, SALESMAN OR OTHER PERSON
HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH
THIS OFFERING OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATION MUST NOT BE APAC TeleServices, Inc.
RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY
UNDERWRITER. THIS PROSPECTUS DOES 1,991,385 Common Shares
NOT CONSTITUTE AN OFFER TO SELL OR
A SOLICITATION OF AN OFFER TO BUY
ANY OF THE SECURITIES OFFERED
HEREBY BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED OR
IN WHICH THE PERSON MAKING SUCH
OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO OR TO ANY PERSON
TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER IN SUCH JURISDICTION.
NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THE INFORMATION
HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF.
PROSPECTUS
TABLE OF CONTENTS
Page
Available Information . . . . . . 2
Incorporation of Certain Documents
by Reference . . . . . . . . . . 2
The Company . . . . . . . . . . . 3
Use of Proceeds . . . . . . . . . 3
Selling Shareholders . . . . . . 3
Plan of Distribution . . . . . . 4
Legal Matters . . . . . . . . . . 5
Experts . . . . . . . . . . . . . 5 _______________, 1997
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following are the estimated expenses (other than the SEC registration fee)
of the issuance and distribution of the securities being registered, all of
which will be paid by the Company.
SEC registration fee . . . . . . . . . . . . . $ 8,373
Fees and expenses of counsel . . . . . . . . . 5,000
Fees and expenses of accountants . . . . . . . 2,000
Nasdaq listing fees and expenses . . . . . . . 17,500
Miscellaneous . . . . . . . . . . . . . . . . 1,000
Total . . . . . . . . . . . . . . . . . . $33,873
The Corporation has agreed to bear all expenses (other than underwriting
discounts and selling commissions, brokerage fees and transfer taxes, if any,
and the fees and expenses of counsel and other advisors to the Selling
Shareholders) in connection with the registration and sale of the Shares being
offered by the Selling Shareholders.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Illinois law, a corporation may indemnify any person who was or is a
party or is threatened to be made a party to an action (other than an action by
or in the right of the corporation) by reason of his service as a director or
officer of the corporation, or his service, at the corporation's request, as a
director, officer, employee or agent of another corporation or other enterprise,
against expenses (including attorneys' fees) that are actually and reasonably
incurred by him ("Expenses"), and judgments, fines and amounts paid in
settlement that are actually and reasonably incurred by him, in connection with
the defense or settlement of such action, provided that he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his conduct was unlawful.
Although Illinois law permits a corporation to indemnify any person referred to
above against Expenses in connection with the defense or settlement of an action
by or in the right of the corporation, provided that he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the corporation's
best interests, if such person has been judged liable to the corporation,
indemnification is only permitted to the extent that the adjudicating court (or
the court in which the action was brought) determines that, despite the
adjudication of liability, such person is entitled to indemnity for such
Expenses as the court deems proper. The determination as to whether a person
seeking indemnification has met the required standard of conduct is to be made
(1) by a majority vote of a quorum of disinterested members of the board of
directors, or (2) by independent legal counsel in a written opinion, if such a
quorum does not exist or if the disinterested directors so direct, or (3) by the
shareholders. The Business Corporation Act of Illinois also provides for
mandatory indemnification of any director, officer, employee or agent against
Expenses to the extent such person has been successful in any proceeding covered
by the statute. In addition, the Business Corporation Act of Illinois provides
the general authorization of advancement of a director's or officer's litigation
expenses in lieu of requiring the authorization of such advancement by the board
of directors in specific cases, and that indemnification and advancement of
expenses provided by the statute shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement or otherwise.
The Company's Amended and Restated Bylaws provide that the Company shall
indemnify its directors, and may indemnify its officers, employees and other
agents, to the fullest extent permitted by Illinois law.
The Company entered into agreements to indemnify its directors and certain
of its officers, in addition to the indemnification provided for in the
Company's Amended and Restated Articles of Incorporation and Amended and
Restated Bylaws. These agreements, among other things, indemnify the Company's
directors and officers for all direct and indirect expenses and costs
(including, without limitation, all reasonable attorneys' fees and related
disbursements, other out of pocket costs and reasonable compensation for time
spent by such persons for which they are not otherwise compensated by the
Company or any third person) and liabilities of any type whatsoever (including,
but not limited to, judgments, fines and settlement fees) actually and
reasonably incurred by such person in connection with either the investigation,
defense, settlement or appeal of any threatened, pending or completed action,
suit or other proceeding, including any action by or in the right of the
corporation, arising out of such person's services as a director, officer,
employee or other agent of the Company, any subsidiary of the Company or any
other company or enterprise to which the person provides services at the request
of the Company. The Company believes that these provisions and agreements are
necessary to attract and retain talented and experienced directors and officers.
The Company has liability insurance for the benefit of its directors and
officers.
ITEM 16. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
5.1 Opinion of William S. Lipsman, Vice President and General Counsel
to the Company, regarding legality
23.1 Consent of Arthur Andersen LLP
23.2 Consent of William S. Lipsman (included in Exhibit 5.1)
24.1 Power of Attorney (included with the signature page to the
Registration Statement)
ITEM 17. UNDERTAKINGS.
(1) The undersigned registrant hereby undertakes:
(a) 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.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(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 the offering.
(2) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officer and 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 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 Act and will be governed by the final
adjudication of such issue.
(3) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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.
SIGNATURES
Pursuant to 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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Deerfield, Illinois, on the 13th day of November, 1997.
APAC TeleServices, Inc.
By: /s/ Theodore G. Schwartz
Theodore G. Schwartz
Chairman of the Board of Directors
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Theodore G. Schwartz and Marc S. Simon and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
APAC TeleServices, Inc.) to sign any or 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, granting unto said attorneys-in-fact and
agents, 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 he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his or her 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 and power of attorney have been signed by the following
persons in the capacities indicated on November 13, 1997:
SIGNATURE TITLE
/s/ Theodore G. Schwartz Chairman of the Board of
Theodore G. Schwartz Directors and Chief Executive
Officer (Principal Executive
Officer)
/s/ Marc S. Simon Chief Financial Officer and
Marc S. Simon Director
(Principal Financial Officer)
/s/ Philip B. Wade Vice President and Controller
Philip B. Wade (Principal Accounting Officer)
/s/ Thomas M. Collins Director
Thomas M. Collins
/s/ Morris R. Shechtman Director
Morris R. Shechtman
/s/ George D. Dalton Director
George D. Dalton
/s/ Paul G. Yovovich Director
Paul G. Yovovich
Exhibit 5.1
[LOGO]
APAC
TELESERVICES
Outsourced Customer Service & Sales
November 12, 1997
APAC TeleServices, Inc.
One Parkway North center
Deerfield, IL 60015
Re: Registration Statement on Form S-3
File No. 333-
Ladies and Gentlemen:
You have requested my opinion in connection with the above-referenced
registration statement (the "Registration Statement") which has been filed with
the Securities and Exchange commission by APAC TeleServices, Inc. (the
"Company"). The registration statement relates to 1,991,385 Common Shares, par
value $.01 per share, of the Company ("Common Shares"), to be sold by certain
shareholders of the Company.
In arriving at the opinion expressed below, I have examined the
Registration Statement and such other documents as I have deemed necessary to
enable me to express the opinion hereafter set forth. In addition, I have
examined and relied, to the extent I deemed proper, on certificates of officers
of the Company as to factual matters, and on the originals or copies of
certified or otherwise identified to my satisfaction, of all such corporate
records of the Company and such other instruments and certificates of public
officials and other person as I have deemed appropriate. In my examination, I
have assumed the authenticity of all documents submitted to me as copies, the
genuineness of all signatures on all documents reviewed by me and the legal
capacity of natural persons.
Based upon and subject to the foregoing, I am of the opinion that the
Common Shares are validly issued, fully paid and non-assessable.
I am admitted to the practice of law in the State of Illinois and I express
no opinion as to the laws of any jurisdiction other than the laws of the State
of Illinois and the laws of the United States of America. I hereby consent to
the references to me under the caption "Legal Matters" in the Registration
Statement and in Item 16. In giving this consent, I do not hereby admit that I
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very Truly Yours,
/s/ William S. Lipsman
William S. Lipsman
Vice President and General Counsel
APAC TeleServices, Inc.
One North Parkway North Center - Deerfield, IL 60015
Telephone: 847-945-0055 - Toll Free: 800-776-2722 -
Fax: 847-945-2938
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our reports dated January 28,
1997 included in APAC TeleServices, Inc.'s Form 10-K for the year ended December
19, 1996, and to all references to our firm included in this Registration
Statement.
ARTHUR ANDERSEN LLP
Chicago, Illinois
November 13, 1997
