As filed with the Securities and Exchange Commission on November __, 1998.
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
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 of (I.R.S. Employer
Incorporation or Organization) Identification No.)
ONE PARKWAY NORTH CENTER, SUITE 510
DEERFIELD, ILLINOIS 60015
(Address of Principal Executive Offices)
APAC TELESERVICES, INC.
AMENDED AND RESTATED 1995 INCENTIVE STOCK PLAN
(Full Title of the Plans)
THEODORE G. SCHWARTZ
CHAIRMAN & CHIEF EXECUTIVE OFFICER
ONE PARKWAY NORTH CENTER, SUITE 510
DEERFIELD, ILLINOIS 60015
(Name and Address of Agent For Service)
(847) 374-4980
(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share(2) Price(2) Fee
<S> <C> <C> <C> <C>
Common Shares, par
value $.01 per share 4,400,000 Shares $ 5.59375 $ 24,612,500 $ 6,842
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
additional shares to be offered or sold pursuant to the employee
benefit plan described herein.
(2) Estimated solely for the purpose of calculating the registration fee
in accordance with Rules 457(c) and (h) under the Securities Act of
1933 on the basis of the average of the high and low prices of the
Common Share as quoted on the Nasdaq National Market on October 28,
1998.
</TABLE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
We incorporate by reference the Registration Statement on Form S-8 that
we filed with the SEC on February 27, 1996 (File No. 333-01718).
We also incorporate by reference the following documents:
(1) Our Annual Report on Form 10-K for the fiscal year ended December
28, 1997, which we have filed with the SEC.
(2) Our Quarterly Reports on Form 10-Q for the quarter periods ended
March 29, 1998 and June 28, 1998, each of which we have filed with the SEC.
(3) Our Current Reports on Form 8-K, dated March 30, 1998, April 10,
1998, April 20, 1998, May 1, 1998, May 20, 1998 (as amended by Form 8-K/A), June
25, 1998, July 20, 1998, August 31, 1998 and October 19, 1998, each of which we
have filed with the SEC.
If we file any documents pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934, after today but before we file a
post-effective amendment to this registration statement which states that all
shares of our common stock offered have been sold or which deregisters all
shares then remaining unsold, then those documents shall be deemed to be
incorporated by reference in this registration statement from the date of filing
(we refer to such documents, and the documents listed above, as "Incorporated
Documents").
To the extent information contained in this registration statement or any
Incorporated Document differs from information contained in an earlier-filed
Incorporated Document, rely on the different information in this registration
statement or the later-filed Incorporated Document.
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-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Deerfield, Illinois on November 2, 1998.
APAC TELESERVICES, INC.
By: /s/ Theodore G. Schwartz
Theodore G. Schwartz
Chairman of the Board of Directors and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of APAC TeleServices, Inc.,
hereby severally constitute Theodore G. Schwartz and Marc S. Simon, and each of
them alone, our true and lawful attorneys with full power to them, and each of
them alone, to sign for us and in our names in the capacities indicated below,
the Registration Statement on Form S-8 filed herewith and any and all amendments
(including post-effective amendments) to said Registration Statement, and
generally to do all such things in our name and behalf in the capacities
indicated below to enable APAC TeleServices, Inc. to comply with the provisions
of the Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or either of them, to
said Registration Statement and any and all amendments thereto.
Pursuant to the Securities Act of 1933, as amended, this Registration
Statement has been signed by the following persons in the capacities indicated
on the 2nd day of November, 1998.
Signature Title
/s/ Theodore G. Schwartz Chairman of the Board and Chief Executive
Theodore G. Schwartz Officer (Principal Executive Officer)
/s/ Marc S. Simon President, Chief Operating Officer and
Marc S. Simon Director (Principal Financial Officer)
/s/ Mark Remissong Chief Financial Officer
Mark Remissong (Principal Financial Officer)
/s/ Philip B. Wade Vice President and Controller
Philip B. Wade (Chief Accounting Officer)
/s/ Thomas M. Collins Director
Thomas M. Collins
/s/ George D. Dalton Director
George D. Dalton
/s/ Paul G. Yovovich Director
Paul G. Yovovich
EXHIBIT INDEX
Exhibit Number Description
5.1 Opinion (including consent) of McDermott, Will & Emery.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of McDermott, Will & Emery (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
McDermott, Will & Emeryy
227 West Monroe Street, Suite 3100
Chicago, Illinois 60606-5096
312-372-2000
November 2, 1998
Board of Directors
APAC TeleServices, Inc.
One Parkway North Center, Suite 500
Deerfield, Illinois 60015
Re: Registration Statement on Form S-8; 4,400,000 shares of Common Stock
to be issued pursuant to Amended and Restated 1995 Incentive Stock
Plan
Gentlemen:
You have requested our opinion in connection with the above-referenced
Registration Statement on Form S-8 (the "Registration Statement") of APAC
TeleServices, Inc. (the "Company"), to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, to register 4,400,000
shares of the common stock of the Company, $.01 par value (the "Common Stock"),
which may be issued pursuant to the APAC TeleServices, Inc. Amended and Restated
1995 Incentive Stock Plan (the Plan ).
We have examined or considered:
1. A copy of the Company's Articles of Incorporation, as amended.
2. The By-Laws of the Company.
3. Telephonic confirmation of the Secretary of State of Illinois, as
of a recent date, as to the good standing of the Company in that state.
4. Copies of resolutions duly adopted by the Board of Directors and
evidence of Shareholder approvals relating to the Plan.
In addition to the examination outlined above, we have conferred with
various officers of the Company and have ascertained or verified, to our
satisfaction, such additional facts as we deemed necessary or appropriate for
the purposes of this opinion. In our examination, we have assumed the
authenticity of all documents submitted to us as originals, the conformity to
the original documents of all documents submitted to us as copies, the
genuineness of all signatures on documents reviewed by us and the legal capacity
of natural persons.
Based on the foregoing, we are of the opinion that all corporate
proceedings necessary for the authorization, issuance and delivery of the Common
Stock under the Plan have been duly taken and upon acquisition pursuant to the
terms of the Plan, the Common Stock will be validly issued, fully paid and
nonassessable.
Members of our firm are admitted to the practice of law in the State of
Illinois and we 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 Stated of America.
This opinion is furnished to you solely for your benefit in connection with the
filing of the Registration Statement and is not to be used, circulated, quoted
or otherwise referred to for any other purpose without our prior written
consent. Notwithstanding the foregoing, we hereby consent to the references to
our firm in the Registration Statement and to the filing of this opinion by the
Company as an Exhibit to the Registration Statement. In giving this consent, we
do not hereby admit that we 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.
/s/ McDERMOTT, WILL & EMERY
ARTHUR ANDERSON LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 30, 1998
included in APAC TeleServices, Inc. Form 10-K for the year ended December 28,
1997, and to all references to our Firm included in this Registration Statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Chicago, Illinois
November 2, 1998
