1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 27, 1997.
Registration No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------
INTERNATIONAL ALLIANCE SERVICES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 22-2769024
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
--------------------
10055 SWEET VALLEY DRIVE
VALLEY VIEW, OHIO 44125
(216) 447-9000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
--------------------
EDWARD F. FEIGHAN
INTERNATIONAL ALLIANCE SERVICES, INC.
10055 SWEET VALLEY DRIVE
VALLEY VIEW, OHIO 44125
(216) 447-9000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------------
With Copies to:
RICK L. BURDICK, P.C.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
1900 PENNZOIL PLACE-SOUTH TOWER
711 LOUISIANA STREET
HOUSTON, TEXAS 77002
(713) 220-5800
--------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
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(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: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box: [ ]
==========================================================================================================================
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED OFFERING PRICE(1) AGGREGATE OFFERING REGISTRATION FEE
REGISTERED PRICE(1)
- --------------------------------------------------------------------------------------------------------------------------
Common Stock, par value 5,366,139 shares $9.75625 $52,353,393 $15,865
$.01 per share
==========================================================================================================================
(1) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the
amount of the registration fee based on the average of the high and low prices
of the Common Stock reported by the Nasdaq National Market on May 21, 1997.
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 REGISTRAITON STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
================================================================================
2
SUBJECT TO COMPLETION, DATED MAY 27, 1997
PROSPECTUS
5,366,139 SHARES
INTERNATIONAL ALLIANCE SERVICES, INC.
COMMON STOCK
--------------------
This Prospectus relates to an aggregate of 5,366,139 shares (the
"Shares") of common stock, par value $.01 per share ("Common Stock"), of
International Alliance Services, Inc., a Delaware corporation (formerly known
as Republic Environmental Systems, Inc., the "Company"), which may be offered
from time to time (the "Offering") by persons (the "Selling Stockholders") who
have acquired such Shares in certain private equity offerings and certain
acquisitions of businesses by the Company not involving a public offering
including 1,210,611 shares which may be offered for sale by certain of the
Selling Stockholders who may acquire such shares pursuant to the exercise of
certain warrants. The Shares are being registered under the Securities Act of
1933, as amended (the "Securities Act"), on behalf of the Selling Stockholders
in order to permit the public sale or other distribution of the Shares.
The Shares may be sold or distributed from time to time by or for the
account of the Selling Stockholders, or by their pledgees on behalf of the
Selling Stockholders, in transactions (which may involve crosses and block
transactions) on the Nasdaq National Market ("Nasdaq") or any national
securities exchange or U.S. inter-dealer quotation system of a registered
national securities association on which the Shares are then listed, in the
over-the- counter market, in one or more privately negotiated transactions
(including sales pursuant to pledges), through the writing of options on the
Shares, in a combination of such methods of distribution or by any other
legally available means. This Prospectus also may be used, with the Company's
consent, by donees of the Selling Stockholders, or by other persons acquiring
Shares and who wish to offer and sell such Shares under circumstances requiring
or making desirable its use. Such methods of sale may be conducted by the
Selling Stockholders at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at prices otherwise negotiated.
The Selling Stockholders may effect such transactions directly, or indirectly
through broker-dealers or agents acting on their behalf and, in connection with
such sales, such broker-dealers or agents may receive compensation in the form
of commissions or discounts from the Selling Stockholders and/or the purchasers
of the Shares for whom they may act as agent or to whom they sell Shares as
principal or both (which commissions or discounts might be in excess of
customary commissions). To the extent required, the Company will file, during
any period in which offers or sales are being made, one or more supplements to
this Prospectus to set forth the names of donees of Selling Stockholders and
any other material information with respect to the plan of distribution not
previously disclosed. See "Plan of Distribution."
The Company will not receive any of the proceeds from the sale of the
Shares offered hereby, but will bear all expenses incident to the registration
of the Shares under federal and state securities laws and the sale of the
Shares hereunder other than expenses incident to the delivery of the Shares to
be sold by the Selling Stockholders, including any transfer taxes payable on
any Shares, and any commissions and discounts payable to underwriters, agents
or dealers.
The Common Stock is quoted on Nasdaq under the symbol "IASI." On May
15, 1997, the last reported sale price for the Common Stock as reported by
Nasdaq was $10.00 per share. The Company had 35,969,379 shares of Common Stock
issued and outstanding as of May 15, 1997.
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE MATTERS SET FORTH
UNDER THE CAPTION "RISK FACTORS" LOCATED ON PAGE 5 OF THIS PROSPECTUS.
-------------------
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 May ___, 1997.
2
3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder (the "Exchange Act"), and, in accordance therewith,
files reports, proxy and information statements and other information with the
Securities and Exchange Commission (the "SEC"). The reports, proxy and
information statements and other information concerning the Company can be
inspected and copied at the public reference facilities maintained by the SEC
at Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the SEC's regional offices located at Suite 1400, 500 West Madison
Street, Chicago, Illinois 60661 and at Seven World Trade Center, 13th Floor,
New York, New York 10048. Copies of such material can also be obtained from the
SEC at prescribed rates through the Public Reference Section of the SEC at 450
Fifth Street, N.W., Washington, D.C. 20549. Such documents also may be
obtained through the website maintained by the SEC at http://www.sec.gov. Such
reports, proxy statements and other information may also be inspected at the
offices of Nasdaq at 1735 K Street, N.W., Washington, D.C. 20006.
The Company has filed with the SEC a Registration Statement on Form
S-3 under the Securities Act with respect to the Shares (such registration
statement, including all amendments and supplements thereto, is hereinafter
referred to as the "Registration Statement"). This Prospectus, which forms a
part of the Registration Statement, does not contain all of the information set
forth in the Registration Statement, certain parts of which have been omitted
in accordance with the rules and regulations of the SEC. Statements contained
in this Prospectus as to the contents of any contract, agreement or other
document are not necessarily complete and in each instance reference is made to
the copy of such contract, agreement or other document filed as an exhibit to
the Registration Statement or incorporated herein by reference, and each such
statement is deemed qualified in its entirety by such reference. The
Registration Statement and exhibits thereto may be inspected without charge at
the public reference facilities maintained by the SEC, regional offices of the
SEC and offices of the SEC and Nasdaq referred to above, and copies thereof may
be obtained from the SEC at prescribed rates.
3
4
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed by the Company (File No. 0-25890) with
the SEC pursuant to the Exchange Act, are incorporated herein by reference and
made a part of this Prospectus:
(i) the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996;
(ii) the Company's Current Report on Form 8-K dated January 7,
1997;
(iii) the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997;
(iv) the Company's Schedule 14A Proxy Statement dated April 1, 1997
relating to the 1997 Annual Meeting of Stockholders held May
6, 1997;
(v) the Company's Current Report on Form 8-K dated April 3, 1997;
and
(vi) the Company's Current Report on Form 8-K dated April 21, 1997.
All reports and other documents filed by the Company with the SEC
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this Prospectus and prior to the termination of the Offering shall be
deemed 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 in this Prospectus shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained in this
Prospectus or in any other subsequently filed document that 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 superseded, to constitute a part of this Prospectus.
The Company undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, upon the written or oral
request of such person, a copy of any or all of the documents incorporated by
reference herein, other than the exhibits to such documents, unless such
exhibits are specifically incorporated by reference into the information that
this Prospectus incorporates. Written or oral requests for such copies should
be directed to International Alliance Services, Inc., 10055 Sweet Valley Drive,
Valley View, Ohio, 44125, Attention: Investor Relations, telephone number (216)
447-9000.
4
5
RISK FACTORS
IN ADDITION TO THE OTHER INFORMATION SET FORTH IN THIS PROSPECTUS, PROSPECTIVE
PURCHASERS OF THE SHARES SHOULD CONSIDER CAREFULLY THE FOLLOWING RISK FACTORS
IN EVALUATING AN INVESTMENT IN THE COMPANY.
RISKS RELATED TO THE COMPANY
Strategy for Future Acquisitions; Limited Operating History; Need for
Substantial Additional Capital
The Company's current business strategy is to act aggressively in
making acquisitions in the specialty insurance industry and the business
outsourcing services industry. In October 1996, the Company completed two
acquisitions (the "Merger Transactions") pursuant to which it acquired Century
Surety Company ("CSC") and its subsidiaries (together with CSC, the "CSC
Group"), which includes three insurance companies, and Commercial Surety
Agency, Inc. d/b/a Century Surety Underwriters ("CSU"), an insurance agency
that markets surety bonds. In addition, the Company acquired Environmental &
Commercial Insurance Agency, Inc. ("ECI") in November 1996, SMR & Co. Business
Services, Inc. (formerly known as SMR & Co., "SMR") in December 1996, Midwest
Indemnity Corporation ("Midwest") in January 1997, Midland Consultants, Inc. in
February 1997, M&N Risk Management, Inc., M&N Enterprises, Inc. and Millisor
Firmco, Inc. (collectively, the "M&N Companies") in March 1997 and The Benefits
Group Agency, Inc., Network Plus, Inc., Next, Inc. and Surety Associates Ltd.
in April 1997. Accordingly, the Company has no operating history with regard
to a significant portion of its current operations. The financial position and
results of operations of the Company will depend to a large extent on the
Company's ability to integrate these and subsequently acquired operations
effectively. As the Company continues to pursue its acquisition strategy in
the future, its financial position and results of operations may fluctuate
significantly from period to period.
In December 1996, the Company received approximately $27.6 million in
net proceeds from the offering (the "December Private Placement") of 3,251,888
units of the Company (the "Units"). Each Unit consisted of one share of Common
Stock of the Company and one warrant to purchase one share of Common Stock of
the Company at an exercise price of $11.00 per share. In April 1997, the
Company received an additional estimated $5.2 million in net proceeds, from the
private placement of an additional 616,611 Units (the "April Private Placement"
and, together with the December Private Placement, the "Private Placement").
The proceeds received from the Private Placement have been and will be used to
finance acquisitions. Future acquisitions, however, may require additional
equity and debt financing, although neither form of financing is contemplated
at this time. In the event the Company is required to seek additional
financing, there is no assurance that such additional financing will be
available or, if it is available, that it will be available on terms acceptable
to the Company.
Risks Related to Growth Through Acquisitions; Failure to Manage Growth
The Company intends to continue its internal growth and to pursue an
aggressive acquisition strategy. Internal growth may place a significant strain
on the Company's management, operating and technical resources, while growth
through acquisitions will involve substantial risks, including the risk of
improper valuation of the acquired businesses and the risks inherent in
integrating such businesses with the Company's operations. The Company's
acquisition strategy depends on its ability to identify and acquire appropriate
specialty insurance companies and business outsourcing services companies, to
integrate the acquired operations effectively, and to increase its market
share. A number of the Company's competitors for such acquisitions are larger,
better known companies than the Company and have significantly greater financial
resources. There can be no assurance that the Company will be able to locate
acquisition candidates in geographic markets or on terms the Company deems
attractive, that any identified candidates will be acquired, that the Company
will be able to profitably manage acquired companies, or that future
acquisitions will produce financial returns that justify the investment or that
are comparable to the Company's past returns. The completion of acquisitions
requires the expenditure of sizable amounts of capital, as well as management's
time and attention, and the intense competition among companies pursuing
similar acquisition strategies may increase capital requirements. There can be
no assurance that
5
6
management skills and systems currently in place will be adequate to implement
the Company's acquisition strategy. The failure to manage growth effectively,
or to implement its acquisition strategy, could have a material adverse effect
on the Company's results of operations and financial condition.
Risks Associated with Acquisitions
Although the Company investigates each business that it acquires,
there may be liabilities that the Company fails or is unable to discover. The
Company seeks to minimize the impact of any such liabilities by obtaining
indemnities and warranties from the seller of the business, which may be
supported by deferring payment of a portion of the purchase price. However,
these indemnities and warranties, if obtained, may not fully cover the
liabilities due to the limited scope of the indemnities, the amount or duration
of the indemnities, the financial limitations of the indemnitor or warrantor,
or other reasons.
Dependence on Key Personnel
The Company depends and will continue to depend in the foreseeable
future on the services of Messrs. Michael G. DeGroote, Edward F. Feighan,
Craig L. Stout, Roswell P. Ellis, Douglas R. Gowland and certain of its other
officers and key employees with extensive experience and expertise in the
insurance specialty industry and the waste and environmental services industry.
In addition, with respect to its provision of business services, the Company is
dependent on the services of Messrs. Gregory J. Skoda, Michael L. Minotti,
Keith W. Reeves, Patrick T. Carney, Terry L. Silver and certain of its other
key personnel with extensive experience and expertise in such industry. The
ability of the Company to retain its officers and key employees is important to
the success of the Company. The loss of key personnel, whether by resignation
or otherwise, could have a material adverse effect on the Company. The Company
does not maintain key personnel insurance on any of its officers or employees.
Possible Depressing Effect of Future Sales of Common Stock
No predictions can be made as to the effect, if any, that future sales
of the Shares, the availability of Common Stock for sale or the perception that
such sales could occur will have on the prevailing market price of the Common
Stock.
The Company has registered for sale, from time to time on a continuous
basis under this registration statement and the registration statement dated
January 17, 1997, by certain Selling Stockholders an aggregate of approximately
37,492,215 million shares of Common Stock (including the shares registered
hereunder). Future sales of such shares, or the perception that such sales
could occur, could adversely affect the market price of the Common Stock.
There can be no assurance as to when, and how many of, such shares will be sold
and the effect such sales may have on the market price of the Common Stock. In
addition, the Company intends to issue Common Stock and options and warrants to
purchase shares of Common Stock in connection with future acquisitions.
Although such securities are or will be, as the case may be, subject to
restrictions on resale in accordance with the Securities Act and the
regulations promulgated thereunder, as such restrictions lapse or if such
shares are registered for sale to the public, such securities may be sold into
the public market. In the event of the issuance and subsequent resale of a
substantial number of shares of Common Stock, or a perception that such sales
could occur, there could be a material adverse effect on the prevailing market
price of the Common Stock.
Dilution
The issuance of additional shares of Common Stock upon exercise of
outstanding warrants or options, or upon the Company's completion of any
acquisitions and business combinations, may have a dilutive effect on earnings
per share and will have a dilutive effect on the voting rights of the holders
of Common Stock.
No Cash Dividends
The payment and level of dividends on Common Stock are subject to the
discretion of the Board of Directors of the Company. The payment of dividends
will depend upon business decisions that will be made by
6
7
the Board of Directors of the Company from time to time based upon the results
of operations and financial conditions of the Company and its subsidiaries and
such other considerations as the Board of Directors considers relevant. In
addition, the Company's credit facility currently prohibits payment of
dividends and other distributions to the stockholders of the Company. Since
becoming a public company in April 1995, the Company has not paid cash
dividends on its Common Stock and the Company's Board of Directors does not
anticipate paying cash dividends in the foreseeable future. The Company
currently intends to retain future earnings to finance the ongoing operations
and growth of the business.
RISKS RELATED TO THE PROVISION OF INSURANCE AND BONDING SERVICES
Inadequate Pricing Risk
The primary risk of any insurance enterprise is the risk of inadequate
pricing, which is a problem that manifests itself in the form of an
unexpectedly high level of claims after policy issuance. The Company utilizes a
variety of actuarial and qualitative methods to set price levels. Ultimately,
however, pricing depends upon an evaluation of prior experience as a predictor
of future experience. Events or trends that have not occurred in the past may
not be anticipated for the future and, therefore, could result in inadequate
pricing leading to elevated levels of losses. Such losses, if they were to
occur, could have a material adverse effect on the financial condition of the
Company.
Unanticipated Losses Due to Inadequate Reserve Estimates
When claims are made, the ultimate amount of liability cannot be
determined until claims are paid to the satisfaction of the insured or until
litigation finally determines liability in disputed cases. Since the process of
litigation and settlement can continue for years, the Company can only assess
its ultimate liability (and the ultimate expense of litigating disputed issues)
by estimation. These estimates, or reserves for losses and loss adjustment
expense (which, as of March 31, 1997, were $42.3 million) are, like prices,
determined by a variety of actuarial and qualitative methods based on prior
experience. There can be no assurance that such reserves will be sufficient to
cover the ultimate liabilities of the Company for policy and bond exposures.
The Company uses a reserving system which it believes will enable it
to meet claims obligations. Due to the nature of some of the coverages written,
claims may be presented which may not be settled for many years after they are
incurred; thus, subjective judgments as to the ultimate exposure to losses are
an integral and necessary component of the loss reserving process. The Company
regularly reviews reserves, using a variety of statistical and actuarial
techniques to analyze current claim costs, frequency and severity data, and
prevailing economic, social and legal factors. Reserves established in prior
years are adjusted as dictated by changes in loss experience and as new
information becomes available. An integral part of the reserving policy of the
Company includes a reserve for incurred but not reported ("IBNR") claims. There
can be no assurance that the assumptions upon which reserves are based are
valid or will be valid in the future.
To help assure the adequacy of its IBNR reserves and individual case
reserves, the Company submits to an annual review by professional actuaries who
test reserve adequacy with a variety of sophisticated mathematical models. In
recent years, such actuaries have certified that reserve levels of the Company
are adequate. There can be no assurance, however, that the modeling techniques
of these actuaries will correctly forecast the adequacy of the Company's
reserves.
The inadequacy of reserves may result in unanticipated losses which
could have a material adverse effect on the financial condition of the Company.
Competition
Both the property and casualty and the surety industries have been
highly competitive in recent years resulting in the consolidation of some of
the industries' largest companies. Competition is particularly acute for
smaller, specialty carriers like the Company because the market niches
exploited by the Company are small and can be penetrated by a larger carrier
that elects to cut prices or expand coverage. The Company's insurance
7
8
subsidiaries have endured this risk historically by maintaining a high level of
development of new products, such as its environmental coverage and landfill
bonds eschewed by most major carriers. Nevertheless, there can be no assurance
that future development efforts will succeed or that product erosion from
intensifying competition will not outpace development efforts.
Expansion of Insurance Liability Due to Law Changes; Governmental Regulation
The Company is vulnerable to both judicial and legislative law changes
with respect to its insurance and bonding business. Judicial expansion of terms
of coverage can increase risk coverage beyond levels contemplated in the
underwriting and pricing process. Judicial imposition of pollution liability on
insurers before the era of specific pollution exclusions in insurance policies
created an estimated $25 billion liability, according to industry estimates
reported by A.M. Best, a leading rating agency of insurance companies and
reinsurers, for U.S. insurers and reinsurers that such companies did not know
they were underwriting and for which they received no premium.
At the same time, coverages that are established by statute may be
adversely affected by legislative or administrative changes of law. Most
surety bonds exist because they are required by government agencies. When
governments change the threshold for requiring surety, the market for surety
bonds is directly affected. The repeated postponement by the U.S.
Environmental Protection Agency ("EPA") of deadlines for compliance with the
financial assurance portions of the Resource Conservation and Recovery Act of
1976, as amended ("RCRA"), Subtitle D has significantly slowed growth of the
Company's landfill closure bond program, which was begun in March 1994 because
of the anticipated deadline of April 1994 for universal compliance. Such
compliance currently is not anticipated to be universally enforced until later
in 1997.
Inadequate Reinsurance Protection of Insurance Liabilities
The Company depends heavily on reinsurers to assume a substantial
portion of the exposures underwritten by it. Failure by one or more reinsurers
(which are assuming risks from many sources over which the Company has no
control) could have a material adverse effect on the Company's performance,
since the Company would then be obligated to pay the failed reinsurer's portion
of losses. Moreover, the adequacy of reinsurance, even assuming the solvency of
all reinsurers, is a matter of estimation. As with pricing and reserving,
procurement of reinsurance is premised upon assumptions about the future based
upon past experience. Unanticipated events or trends could produce losses
inadequately covered by reinsurance.
Market Reverses in Invested Asset Portfolio
Investment of the Company's assets to balance its reserves and surplus
is critical to the maintenance of the Company's solvency and profitability. The
Company believes that many insurance companies earn far more in investment
returns on their portfolio assets than they do from underwriting; and many
companies actually underwrite at a loss to develop premium balances, hence
portfolio assets, for investment as evidenced by the number of insurers
operating at combined ratios in excess of 100%. The Company maintains an
investment policy of investing primarily in debt instruments of government
agencies and corporate entities with quality ratings of AA or better, and of
diversifying investments sufficiently to minimize the risk of a substantial
reverse or default in any one investment. These policies are articulated by a
written policy statement and overseen by a formal investment committee of
senior company officials. The Company also employs professional investment
advisers to counsel it with respect to its insurance and bonding operations on
matters of policy as well as individual investment transactions, although these
advisers have no discretionary authority to deploy the Company's assets.
Notwithstanding these measures, an aggregation of serious reverses or defaults
in the investment portfolio could have a material adverse effect on the
earnings and financial condition of the Company.
Federal Income Taxes
The Company accounts for federal income taxes in accordance with
Statement of Financial Accounting Standards No. 109. The Company has reduced
the deferred tax asset by a valuation allowance of CSC Group because the
Company believes it is more likely than not that some portion of the deferred
asset would not be
8
9
realized. In reaching the Company's determination of the need to provide a
deferred tax valuation allowance, management considered all available evidence,
both positive and negative, as well as the weight and importance given to such
evidence. The factors the Company relied upon in determining the need for the
valuation allowance are that the CSC Group has a history of significant
portions of their taxable income coming from non-recurring transactions, as
well as the risks that CSC Group has in the areas of product pricing, reserves,
niche market competition and adequacy of reinsurance.
RISKS RELATED TO THE PROVISION OF BUSINESS OUTSOURCING SERVICES
Competition
The business outsourcing services industry has been highly competitive
in recent years resulting in the consolidation of many companies and strategic
alliances across industry lines. The principal competitive factors in this
industry are service and price. Competition is particularly acute for small to
medium sized providers because larger providers or strategic alliances with
larger providers can create service and price distortions in the market place.
The Company's business outsourcing services subsidiaries have historically
endured these risks by maintaining a high level of development of new services.
There can be no assurance that future development efforts will succeed or that
intensifying competition will not outpace development efforts.
Regulations
The Company is vulnerable to legislative law changes with respect to
its provision of tax advisory, compliance and preparation services. Legislative
changes may expand or contract the types and amounts of business services that
individuals and businesses require. There can be no assurance that future laws
will provide the same or similar opportunities to provide business consulting
and management services to individuals and businesses that the current laws
provide.
RISKS RELATED TO THE PROVISION OF ENVIRONMENTAL SERVICES
Consents of Regulatory Authorities
In October 1996, the Ohio attorney general's office determined that
the Merger Transactions constituted a change of ownership of Ohio Environmental
Protection Agency ("Ohio EPA") permitted facilities owned by Republic
Environmental Systems (Cleveland) Inc. ("RES (Cleveland)") and Republic
Environmental Systems (Ohio), Inc. ("RES (Ohio)"). In addition, the Ohio EPA
may determine that the Merger Transactions constitute a modification of such
permits. As a result, Ohio law requires that the change of ownership of the
permitted facilities, as well as the permit modifications, if any, be approved
by the director of the Ohio EPA, based upon the disclosure statements and an
investigative report prepared by the Ohio attorney general's office. The
Company consummated the Merger Transactions prior to receipt of the requisite
approval of the director of the Ohio EPA as permitted by applicable law. During
the approval process, the Company does not anticipate that the operations at
such facilities will be affected. In the event that the director of the Ohio
EPA ultimately disapproves such change of ownership or, if required, such
permit modifications, the Company would be required to effect the negation of
the change of ownership of such facilities. The negation could be accomplished
through the restoration of the original ownership structure of such facilities,
the disposition of the facilities or another means that complies with the
requirements of applicable law. The failure to obtain approval of such change
of ownership or permit modifications, if any, could have a material adverse
effect on the financial condition and operations of the Company.
Regulation
The transportation and disposal of solid and chemical wastes and
rendering of related environmental services are subject to federal, state,
provincial and local requirements which regulate health, safety, the
environment, zoning and land-use. Operating permits are generally required for
treatment, storage and disposal facilities ("TSD Facilities") and certain
transportation vehicles, and these permits are subject to revocation,
modification and renewal. Federal, state, provincial and local regulations
vary, but generally govern waste
9
10
management activities (including final disposal), the location and use of
facilities and also impose restrictions to prohibit or minimize air and water
pollution. In addition, governmental authorities have the power to enforce
compliance with these regulations and to obtain injunctions or impose fines in
the case of violations, including criminal penalties. These regulations are
administered by the EPA and various other federal, state, provincial and local
environmental and health and safety agencies and authorities, including the
Occupational Safety and Health Administration of the U.S. Department of Labor.
In addition, certain of the Company's operations are regulated under applicable
laws and regulations in Canada.
The Company believes that in the existing climate of heightened legal,
political and citizen awareness and concerns, companies in the hazardous waste
and environmental services industry, including the Company, may be faced with
material fines and penalties and the need to expend funds for remedial work and
related activities at TSD Facilities. The Company has established a reserve
(which, as of March 31, 1997 was approximately $2.3 million) to cover such
fines, penalties and costs which the Company's management believes will be
adequate. Further, in connection with the acquisition of certain TSD
Facilities, the Company has been indemnified against certain environmental
liabilities. While such amounts expended in the past or anticipated to be
expended in the future have not had and are not expected to have a materially
adverse effect on the Company's financial condition or operation, the
possibility remains that technological, regulatory or enforcement developments,
the results of environmental studies or other factors could materially alter
this expectation and despite such reserves and indemnification obligations,
could adversely affect the Company's operating results.
The Company's operation of TSD Facilities subjects it to certain
operating, monitoring, site maintenance and closure obligations. In order to
construct, expand and operate a TSD Facility, one or more construction or
operating permits, as well as zoning approvals, must be obtained. These
construction and operating permits and zoning approvals are difficult and
time-consuming to obtain, and the issuance of such permits and approvals often
is opposed by neighboring landowners and local and national citizens' groups.
Once obtained, the operating permits may be subject to periodic renewal and are
subject to modification and revocation by the issuing agency. In connection
with the Company's acquisition of TSD Facilities, it often may be necessary to
expend considerable time, effort and money to bring the acquired facilities
into compliance with applicable requirements and to obtain the permits and
approvals necessary to increase their capacity. The failure of the Company to
renew existing permits or obtain newly required permits could adversely affect
the Company's operating results. In addition, the Company's waste
transportation obligations are subject to evolving and expanding laws and
regulations that may impose additional monitoring, training and safety
requirements.
Governmental authorities have the power to enforce compliance with
regulations and permit conditions and to obtain injunctions or impose fines in
case of violations. Citizens' groups may also bring suit for alleged
violations. During the ordinary course of its operations, the Company has from
time to time received citations or notices from such authorities that its
operations are not in compliance with applicable environmental or health or
safety regulations. Upon receipt of such citations or notices, the Company
works with the authorities to attempt to resolve the issues raised. Failure to
correct the problems to the satisfaction of the authorities could lead to
monetary or criminal penalties, curtailed operations or facility closure any of
which could have a material adverse effect on the Company's business and
financial condition.
Subtitle D of RCRA establishes a framework for regulating the disposal
of non-hazardous solid wastes. In the past, the Subtitle D framework has left
the regulation of non-hazardous waste disposal largely to the states. On
October 9, 1991, however, the EPA promulgated a final rule which imposes
minimum federal comprehensive solid waste management criteria and guidelines
including location restrictions, facility design and operating criteria,
closure and post- closure requirements, financial assurance standards,
groundwater monitoring requirements and corrective action standards. Because
some parts of the new regulations will be phased in over time, the full effect
of these regulations may not be felt for several years. However, other than for
groundwater monitoring and financial assurance requirements, all provisions of
the final rule became effective October 9, 1993. Operating and design criteria
for existing operations may have to be modified to comply with these new
regulations. In addition, new requirements applicable to the disposal of
non-hazardous solid waste may be adopted
10
11
when reauthorization of RCRA is taken up by Congress and the Company cannot
predict the effect of such new requirements.
Possibility of Liability for Hazardous Substance Remediation and Damages
With very limited exceptions, federal law imposes joint and several
liability upon present and former owners and operators of facilities that
release "hazardous substances" into the environment and the generators and
transporters of those substances, regardless of the care exercised by such
persons and regardless of when the hazardous substance is first detected in the
environment. All such persons may be liable for the costs of waste site
investigation, waste site cleanup and damages to natural resources. There is an
inherent industry risk of liability arising from the release of "hazardous
substances" into the environment, notwithstanding safety and other measures
taken by the Company and other owners or operators of facilities. In addition,
because the term "hazardous substance" is very broadly defined under applicable
federal law, "hazardous substances" or "hazardous wastes" may have been
deposited in properties with which the Company has been, or will become,
associated as an owner or operator. Moreover, waste collection companies
acquired by the Company have transported hazardous waste in the past and will
do so in the future, and some of the Company's operations may generate small
amounts of hazardous waste. As a result of the foregoing, the Company may face
claims for remediation of environmental contamination, personal injury or
damage to natural resources at sites with which it is, or has been, associated
as owner, operator, transporter or waste generator and from which there is a
release or threatened release of hazardous substances which causes the
incurrence of response costs and damages. Costs for remediation of, and damages
for, environmental contamination can be very substantial. Given the limitations
in insurance coverage for these risks, such liability could have a material
adverse effect on the Company's business and consolidated financial condition.
Legal Proceedings
The Company is a party to various legal and environmental proceedings
which have arisen in the ordinary course of its business. No assurance can be
given with respect to the outcome of these legal proceedings and the effect
such outcomes may have on the Company.
Lack of Environmental Liability Insurance
The majority of the Company's domestic locations currently carry
site-specific pollution legal liability insurance, which may provide coverage
under certain circumstances for pollution damage to third parties. In addition,
the Company's domestic contracting operations carry contractors' pollution
liability insurance, which may provide coverage under certain circumstances for
damage to third parties. However, both of these coverages are restrictive in
nature, as they are subject to certain exclusions and effective dates,
consistent with insurance industry requirements. In addition, such coverage is
subject to specific and aggregate limits which may not be sufficient to cover
claims, if they should arise.
In prior years, consistent with industry trends, the Company was not
able to obtain pollution insurance at reasonable costs and, therefore, carried
only such coverage as was required by regulatory permits. In addition, the
extent of insurance coverage under certain forms of policies has been the
subject in recent years of litigation in which insurance companies have, in
some cases, successfully taken the position that certain risks are not covered
by such policies. If, in the absence of such insurance, the Company were to
incur liability for environmental damages of sufficient magnitude, it could
have a material adverse effect on the Company's business and consolidated
financial condition.
Competition
The hazardous waste industry is highly competitive. Entry and ongoing
operations require substantial technical, managerial and financial resources.
The Company competes with large national companies and with regional and local
companies, some of which have significantly greater financial resources and
more established market positions than the Company.
11
12
THE COMPANY
The Company is a diversified services company which, acting through
its subsidiaries, provides business outsourcing services, specialty insurance
services and waste and environmental services. In October 1996, the Company
completed the Merger Transactions. Through the Company's insurance
subsidiaries, the Company provides specialty insurance and bonding to small and
medium sized commercial enterprises in over forty states throughout the United
States.
In December 1996, the Company completed the acquisition of SMR.
Through SMR, the Company provides business consulting and management services
in the areas of tax planning, tax return preparation and compliance, computer
consulting, outsourcing, employee benefit program design and administration,
and human resource management to individuals and small and medium sized
commercial enterprises primarily in Ohio.
In February 1997, the Company signed a non-binding letter of
intent and confidentiality agreement (collectively, the "Letter of Intent") to
sell the Company's environmental services operations. The Letter of Intent
also contemplates the formation of a strategic alliance between the Company and
the purchaser whereby the Company will continue to have access to the Company's
environmental resources for the benefit of its insurance customers after the
sale. The Company anticipates that the sale will be completed by mid-1997.
Consummation of the transaction remains subject to the purchaser's due
diligence, the negotiation and execution of definitive documentation and the
receipt of necessary governmental and third party approvals and consents.
Accordingly, there can be no assurance that the transaction will be
consummated.
The Company's strategy is to aggressively grow as a diversified
services company by expanding its recently acquired business outsourcing
services and specialty insurance operations through internal growth and
additional acquisitions in such industries.
The Company was formed as a Delaware corporation in 1987 under the
name Stout Environmental, Inc. In 1992, the Company was acquired by Republic
Industries, Inc. ("RII"). In April 1995, RII effected a spin-off of its
hazardous waste operations through a distribution of the Common Stock of the
Company to the stockholders of record of RII (the "Spin-off"). In connection
with the Merger Transactions, in October 1996, the Company changed its name to
International Alliance Services, Inc. from Republic Environmental Systems, Inc.
The Company's Common Stock trades on Nasdaq under the trading symbol "IASI."
The principal executive office of the Company is located at 10055
Sweet Valley Drive, Valley View, Ohio, 44125 and its telephone number is (216)
447-9000.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares offered hereby. The Company will bear all expenses incident to the
registration of the Shares under federal and state securities laws and the sale
of the Shares hereunder, other than expenses incident to the delivery of the
Shares to be sold by Selling Stockholders, including any transfer taxes payable
on any Shares and any commissions and discounts payable to underwriters, agents
or dealers. See "Plan of Distribution."
SELLING STOCKHOLDERS
The following table sets forth the name of each Selling Stockholder,
the number of shares of Common Stock beneficially owned by each Selling
Stockholder as of May 15, 1997, the number of Shares registered hereby that
each Selling Stockholder may offer and sell pursuant to this Prospectus.
However, because the Selling Stockholders may offer all or a portion of the
Shares at any time and from time to time after the date hereof, the exact
number of Shares that each Selling Stockholder may retain upon completion of
the Offering cannot be determined at this time. To the knowledge of the
Company, none of the Selling Stockholders has had any
12
13
material relationship with the Company except as set forth in the footnotes to
the following table and as more fully described elsewhere in this Prospectus
(including the information incorporated by reference in this Prospectus).
OWNERSHIP
NUMBER OF SHARES TO AFTER THE OFFERING (1)
OWNERSHIP BE OFFERED FOR THE ----------------------
PRIOR TO THE SELLING STOCKHOLDER'S NUMBER PERCENT
SELLING STOCKHOLDER OFFERING ACCOUNT OF SHARES OF CLASS
------------------- -------- ------- --------- --------
American National Bank & Trust Co.
Of Chicago . . . . . . . . . . . . . 20,008 20,008 0 *
Marjorie Boyas . . . . . . . . . . . 10,000 1,500 8,500 *
Michael Boyas . . . . . . . . . . . . 101,277 15,191 86,086 *
Nicholas Boyas . . . . . . . . . . . 10,772 1,615 9,157 *
Pete Boyas . . . . . . . . . . . . . 1,250,565 187,585 1,062,980 3.0%
Ronnie Boyas . . . . . . . . . . . . 4,311 646 3,665 *
Stacey Boyas . . . . . . . . . . . . 101,277 15,191 86,086 *
Tony Boyas . . . . . . . . . . . . . 101,277 15,191 86,086 *
Joan Carney . . . . . . . . . . . . . 75,000 (2) 19,350 (2) 55,650 *
William F. Comiskey, Jr. . . . . . . 117,174 37,017 80,157 *
Michael G. DeGroote(3) . . . . . . . 14,247,112 (4) 1,111,112 (5) 13,136,000 (6) 31.3%
Roswell P. And Shirley Sue Ellis(7) . 82,500 82,500 0 *
Edward F. Feighan(8) . . . . . . . . 584,000 87,600 496,400 1.4%
Harve A. Ferrill(9) . . . . . . . . 13,000 (10) 11,000 (11) 2,000 (12) *
First Premium Services, Inc. . . . . 26,210 26,210 0 *
Whitney L. Hubbs . . . . . . . . . . 1,159 385 774 *
Indiana Lumbermens Mutual Ins. Co. . 45,903 45,903 0 *
Charles King . . . . . . . . . . . . 362,780 54,416 308,364 *
Kenneth A. Lanci . . . . . . . . . . 102,216 15,333 86,883 *
Kenneth & Davie LaVan . . . . . . . . 1,119,177 167,877 951,300 2.6%
Arlene M. LoConti(13) . . . . . . . . 707,987 106,198 601,789 1.8%
Joseph A. LoConti . . . . . . . . . . 618,403 92,760 525,643 1.5%
Joseph E. LoConti((14) . . . . . . . 1,752,000 262,800 1,489,200 4.1%
LoConti Family Trust(15) . . . . . . 1,536,800 230,520 1,306,280 3.6%
Geraldine L. Longo . . . . . . . . . 53,986 9,652 44,334 *
Saverio J. Longo . . . . . . . . . . 22,029 7,335 14,694 *
Midwest Indemnity Corp. . . . . . . . 138,655 138,655 0 *
Kenneth R. Millisor . . . . . . . . . 585,000 (16) 193,050 (16) 391,950 1.1%
Anna Marie Minotti . . . . . . . . . 472,500 (17) 121,905 (17) 350,595 1.0%
Lea Boyas Morabito . . . . . . . . . 101,277 15,191 86,086 *
National American Insurance Co. . . . 176,470 176,470 0 *
Steven M. Nobil . . . . . . . . . . . 315,000 (18) 103,950 (18) 211,050 *
Patan Rock, Inc. . . . . . . . . . . 408,800 61,320 347,480 *
Mark Perkins . . . . . . . . . . . . 27,500 27,500 0 *
Rochelle Reeves . . . . . . . . . . . 463,500 (19) 119,583 (19) 343,917 *
Richard C. Rochon(20) . . . . . . . 111,110 (21) 111,110 (22) 0 *
Joseph R. Rutigliano . . . . . . . . 102,216 15,333 86,883 *
David J. Sgro . . . . . . . . . . . . 98,900 12,075 86,825 *
David M. Sgro . . . . . . . . . . . . 8,600 1,050 7,550 *
Patricia Skoda(23) . . . . . . . . . 781,000 (24) 169,872 (24) 611,128 1.7%
Sophia Management Ltd(25). . . . . . 5,825,000 1,029,750 4,795,250 13.3%
Craig L. Stout(26) . . . . . . . . . 817,600 122,640 694,960 1.9%
Joseph and Juanita Tartabini
Charitable Trust . . . . . . . . . . 1,361,665 204,250 1,157,415 3.2%
Christopher Timm . . . . . . . . . . 82,500 82,500 0 *
Felicia P. Young . . . . . . . . . . 233,600 35,040 198,560 *
------- ------ -------
Total . . . . . . . . . . . . . 35,177,816 5,366,139 29,811,677 71.5%
========== ========= ========== ======
- -------------------------
*less than one percent
13
14
(1) The information contained in the table above includes shares of Common
Stock that the Selling Stockholder has the right to acquire within 60
days through the exercise of any option or warrant and excludes shares
of Common Stock and options or warrants to purchase shares of Common
Stock held of record by other parties.
(2) Includes 14,850 shares of Common Stock issuable upon exercise of
outstanding warrants.
(3) Mr. DeGroote has served as Chairman of the Board and a Director of the
Company since April 1995. Mr. DeGroote served as President and Chief
Executive Officer of the Company from April 1995 until October 1996.
Mr. DeGroote also served as Chairman of the Board, President and
Chief Executive Officer of Republic Industries, Inc. from May 1991
until August 1995.
(4) Consists of 7,751,556 shares of Common Stock owned of record by
Westbury (Bermuda) Ltd., successor-in-interest to MGD Holdings
("Westbury"), and 6,495,556 shares of Common Stock that Westbury has
the right to acquire upon exercise of outstanding warrants.
(5) Includes 555,556 shares of Common Stock issuable upon exercise of
outstanding warrants.
(6) Consists of 7,196,000 shares of Common Stock owned of record by
Westbury and 5,940,000 shares of Common Stock that Westbury has the
right to acquire upon exercise of outstanding warrants.
(7) Ms. Ellis is the wife of Roswell P. Ellis, the Senior Vice President -
Insurance Group of the Company since March 1997.
(8) Mr. Feighan has served as Chief Executive Officer, President and a
Director of the Company since October 1996.
(9) Mr. Ferrill has served as a Director of the Company since October
1996.
(10) Consists of 7,500 shares of Common Stock owned of record by The Harve
A. Ferrill Trust U/A 12/31/69 and 5,500 shares of Common Stock
issuable upon exercise of outstanding warrants.
(11) Includes 5,500 shares of Common Stock issuable upon exercise of
outstanding warrants.
(12) Owned of record by The Harve A. Ferrill Trust U/A 12/31/69.
(13) Ms. LoConti is the mother of Joseph E. LoConti. See Footnote 14.
(14) Mr. LoConti served as Vice Chairman and a Director of the Company from
April 1995 until March 1997. Mr. LoConti has entered into a
Representation Agreement with the Company under which Mr. LoConti will
continue to provide his exclusive services to the Company.
(15) Joseph E. LoConti serves as trustee. See Footnote 14.
(16) Includes 193,050 shares of Common Stock issuable upon exercise of
outstanding warrants.
(17) Includes 93,555 shares of Common Stock issuable upon exercise of
outstanding warrants.
(18) Includes 103,950 shares of Common Stock issuable upon exercise of
outstanding warrants.
(19) Includes 91,773 shares of Common Stock issuable upon exercise of
outstanding warrants.
(20) Mr. Rochon has served as a Director of the Company since October 1996.
(21) Consists of 111,110 shares of Common Stock owned of record by WeeZor I
Limited Partnership, a limited partnership controlled by Mr. Rochon,
and includes 55,555 shares of Common Stock issuable upon exercise of
outstanding warrants.
(22) Includes 55,555 shares of Common Stock issuable upon exercise of
outstanding warrants.
(23) Ms. Skoda is the wife of Gregory J. Skoda, the Executive Vice
President and Chief Financial Officer of the Company since December
1996.
(24) Includes 96,822 shares of Common Stock issuable upon exercise of
outstanding warrants.
(25) Mssrs. Joseph E. LoConti, Craig L. Stout, Edward F. Feighan and
Gregory J. Skoda are managers of Sophia Management Ltd. See
Footnotes 8, 14, 23 and 26.
(26) Mr. Stout has served as Chief Operating Officer and a Director of the
Company since October 1996.
PLAN OF DISTRIBUTION
The Shares may be sold or distributed from time to time by or for the
account of the Selling Stockholders, or their pledgees on behalf of the Selling
Stockholder, in transactions (which may involve crosses and block transactions)
on Nasdaq or any national securities exchange or U.S. inter-dealer quotation
system of a registered national securities association on which the Shares are
then listed, in the over-the-counter market, in one or more privately
negotiated transactions (including sales pursuant to pledges), through the
writing of options on the Shares, in a combination of such methods of
distribution or by any other legally available means. This Prospectus also may
be used, with the Company's consent, by donees of the Selling Stockholders, or
by other persons acquiring Shares and who wish to offer and sell such Shares
under circumstances requiring or making desirable its use. Such methods of sale
may be conducted by the Selling Stockholders at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at prices
otherwise negotiated. The Selling Stockholders may effect such transactions
directly, or indirectly through broker-dealers or agents acting on their behalf
and, in connection with such sales, such broker-dealers or agents may receive
compensation in the form of commissions or discounts from the Selling
Stockholders and/or the purchasers of the Shares for whom they may act as agent
or to whom they sell Shares as principal or both (which commissions or
discounts might be in excess of customary commissions). To the extent
required, the Company will file, during any period in which
14
15
offers or sales are being made, one or more supplements to this Prospectus to
set forth the names of donees of Selling Stockholders and any other material
information with respect to the plan of distribution not previously disclosed.
The Selling Stockholders and any such underwriters, brokers, dealers
or agents that participate in such distribution may be deemed to be
"underwriters" within the meaning of the Securities Act, and any discounts,
commissions or concessions received by any such underwriters, brokers, dealers
or agents might be deemed to be underwriting discounts and commissions under
the Securities Act. Neither the Company nor the Selling Stockholders can
presently estimate the amount of such compensation. The Company knows of no
existing arrangements between any Selling Stockholder and any other Selling
Stockholder, underwriter, broker, dealer or other agent relating to the sale or
distribution of the Shares.
Under applicable rules and regulations under the Exchange Act, any
person engaged in a distribution of any of the Shares may not simultaneously
engage in market activities with respect to the Common Stock for a period of
two business days prior to the commencement of such distribution. In addition
and without limiting the foregoing, the Selling Stockholders will be subject to
applicable provisions of the Exchange Act; including without limitation Rule
10b-5 and Regulation M, which provisions may limit the timing of purchases and
sales of any of the Shares by the Selling Stockholders. All of the foregoing
may affect the marketability of the Common Stock.
The Company will not receive any of the proceeds from the sale of the
Shares offered hereby, but will bear all expenses incident to the registration
of the Shares under federal and state securities laws and the sale of the
Shares hereunder other than expenses incident to the delivery of the Shares to
be sold by the Selling Stockholders, including any transfer taxes payable on
any Shares, and any commissions and discounts payable to underwriters, agents
or dealers.
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 addition, in certain states the
Common Stock may not be sold unless the Common Stock has been registered or
qualified for sale in such state or an exemption from registration or
qualification is available and is complied with.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon for the
Company by Akin, Gump, Strauss, Hauer & Feld, L.L.P. ("Akin Gump"). Mr. Rick L.
Burdick, a partner with Akin Gump, owns 500 shares of Common Stock and warrants
to purchase 12,000 shares of Common Stock.
EXPERTS
The audited consolidated and combined financial statements of the
Company (formerly known as Republic Environmental Systems, Inc.) and its
subsidiaries for the years ended December 31, 1994, 1995 and 1996 incorporated
by reference in this Prospectus and elsewhere in this Registration Statement
have been audited by KPMG Peat Marwick LLP, independent certified public
accountants incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
UNCERTAINTY OF FORWARD LOOKING STATEMENTS
Certain statements and information in this Prospectus (including
documents incorporated herein by reference, see "Incorporation of Certain
Documents by Reference") constitute forward-looking statements within the
meaning of the Federal Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are typically punctuated by words or phrases such as
"anticipate," "estimate," "projects," "management believes," "the Company
believes" and words or phrases of similar import. Such statements are subject
to certain risks, uncertainties or assumptions. Should one or more of these
risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those anticipated, estimated
or projected. Among the key factors that may have a direct bearing on the
Company's results and financial condition are: (i)
15
16
demand for the Company's services; (ii) the Company's ability to integrate the
operations of acquired businesses; (iii) the Company's ability to expand into
new markets; (iv) the consummation of the Company's disposition of its
environmental services operations; (v) environmental liabilities to which the
Company may become subject in the future which are not covered by an indemnity
or insurance; (vi) the impact of current and future laws and governmental
regulations affecting the Company's operations; (vii) competitive practices in
the specialty insurance and bonding industries; (viii) competitive practices in
the reinsurance markets utilized by the Company's insurance operations; (ix)
judicial, legislative, and regulatory changes of law relating to risks covered
by the Company's insurance operations or to the operations of insurance
companies in general; (x) market fluctuations in the values or returns on
assets in the Company's investment portfolios; (xi) pricing of the Company's
insurance products; and (xii) adverse loss development.
No dealer, salesperson or other person has been authorized to give any
information or to make any representations other than those contained in or
incorporated by reference in this Prospectus in connection with the offer made
by this Prospectus and, if given or made, such information or representations
must not be relied upon as having been authorized by the Company or the Selling
Stockholders. Neither the delivery of this Prospectus nor any sale made
hereunder shall under any circumstances create an implication that there has
been no change in the affairs of the Company since the date hereof. This
Prospectus does not constitute an offer to sell or the solicitation of an offer
to buy any security other than the shares of Common Stock offered hereby, nor
does it constitute an offer to sell or a solicitation of an offer to buy any
shares of Common Stock 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 or solicitation.
16
17
================================================================================
No dealer, salesperson or other person has been authorized to give any
information or to make any representations other than those contained in or
incorporated by reference in this Prospectus in connection with the offer made
by this Prospectus and, if given or made, such information or representations
must not be relied upon as having been authorized by the Company or the Selling
Stockholders. Neither the delivery of this Prospectus nor any sale made
hereunder shall under any circumstances create an implication that there has
been no change in the affairs of the Company since the date hereof. This
Prospectus does not constitute an offer to sell or the solicitation of an offer
to buy any security other than the shares of Common Stock offered hereby, nor
does it constitute an offer to sell or a solicitation of an offer to buy any
shares of Common Stock 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 or solicitation.
------------------
TABLE OF CONTENTS
PAGE
----
Available Information . . . . . . . . . . 3
Incorporation of Certain Documents
by Reference . . . . . . . . . . . . . . 4
Risk Factors . . . . . . . . . . . . . . . 5
The Company . . . . . . . . . . . . . . . 12
Use of Proceeds . . . . . . . . . . . . . 12
Selling Stockholders . . . . . . . . . . . 13
Plan of Distribution . . . . . . . . . . . 15
Legal Matters . . . . . . . . . . . . . . 16
Experts . . . . . . . . . . . . . . . . . 16
Uncertainty of Forward
Looking Statements . . . . . . . . . . . . 16
5,366,139 SHARES
INTERNATIONAL
ALLIANCE
SERVICES, INC.
COMMON STOCK
PROSPECTUS
_____________, 1997
================================================================================
18
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses, other than
underwriting discounts and commissions, payable by the Registrant in connection
with the issuance and distribution of the securities being registered hereby.
Securities and Exchange Commission Filing Fee . . . . . . . . . . . . . . . . . . . . . . . . . . $
----------
Printing Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
----------
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
----------
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
----------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
----------
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Certificate of Incorporation of the Company entitles the Board of
Directors to provide for indemnification of directors and officers to the
fullest extent provided by law, except for liability (i) for any breach of the
directors' duty of loyalty to the Company or its stockholders, (ii) for acts of
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for unlawful payments of dividends, or for
unlawful stock purchases or redemptions or (iv) for any transaction from which
the director derived an improper personal benefit.
Article VII of the Bylaws of the Company provide that to the fullest
extent and in the manner provided by the laws of the State of Delaware and
specifically as is permitted under Section 145 of the General Corporation Law
of the State of Delaware, 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 he 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, he 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 the person did not act in a
good faith and in a manner which 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, had reasonable cause to believe that his conduct was
lawful.
The Bylaws provide that 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 or suit by or in the right of the Company to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses, including attorneys' fees, actually
and reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company, except
that no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Company unless the court
orders otherwise.
II-1
19
ITEM 16. EXHIBITS
The following exhibits are filed as part of this Registration
Statement:
EXHIBIT NUMBER EXHIBIT DESCRIPTION
4.1* -- Form of Stock Certificate of Common Stock of the Company
(filed as Exhibit 4.1 to the Company's Registration
Statement on Form 10, file no. 0-25890, and incorporated
herein by reference).
5.1** -- Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
23.1 -- Consent of KPMG Peat Marwick LLP.
23.2** -- Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
(included in its opinion filed as Exhibit 5.1).
24.1 -- Powers of Attorney (included on the signature pages
attached hereto).
- ------------
* Previously filed.
** To be filed by amendment.
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes as follows:
(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 herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act 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 of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the 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
II-2
20
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.
II-3
21
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 the city of Cleveland, Ohio on May 15, 1997.
INTERNATIONAL ALLIANCE SERVICES, INC.
(Registrant)
By: /s/ EDWARD F. FEIGHAN
-------------------------------------
Edward F. Feighan
Chief Executive Officer and President
KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears below on this Registration Statement hereby constitutes and appoints
Edward F. Feighan, Gregory J. Skoda and Craig L. Stout, and each of them, with
full power to act without the other, his true and lawful attorney-in-fact and
agent, with full power of substitution for him and his name, place and stead,
in any and all capacities (until revoked in writing), to sign any and all
amendments to this Registration Statement of International Alliance Services,
Inc. and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto each said attorneys-in-fact and agents, full power and authority to do and
perform each and every act and thing requisite and necessary fully to all
intents and purposes as he might or could do in person, thereby ratifying and
confirming all that each of said attorneys-in-fact and agents, or their or his
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons on behalf of the
Company in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ MICHAEL G. DEGROOTE Chairman of the Board and Director May 15, 1997
- ----------------------------------
Michael G. DeGroote
/s/ EDWARD F. FEIGHAN Chief Executive Officer, May 15, 1997
- ---------------------------------- President and Director
Edward F. Feighan (Principal Executive Officer)
/s/ HARVE A. FERRILL Director May 15, 1997
- ----------------------------------
Harve A. Ferrill
/s/ DOUGLAS R. GOWLAND Senior Vice President - Environmental May 15, 1997
- ---------------------------------- Operations and Director
Douglas R. Gowland
/s/ RICHARD C. ROCHON Director May 15, 1997
- ----------------------------------
Richard C. Rochon
/s/ GREGORY J. SKODA Executive Vice President and May 15, 1997
- ---------------------------------- Chief Financial Officer (Principal
Gregory J. Skoda Financial and Accounting Officer)
/s/ CRAIG L. STOUT Chief Operating Officer May 15, 1997
- ---------------------------------- and Director
Craig L. Stout
Director May --, 1997
- ----------------------------------
Hugh P. Lowenstein
22
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------ -------------------
4.1* -- Form of Stock Certificate of Common Stock of the Company (filed as Exhibit 4.1 to the Company's
Registration Statement on Form 10, file no. 0-25890, and incorporated herein by reference).
5.1** -- Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
23.1 -- Consent of KPMG Peat Marwick LLP.
23.2** -- Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in its opinion filed as Exhibit 5.1).
24.1 -- Powers of Attorney (included on the signature pages attached hereto).
- ---------
* Previously filed.
** To be filed by amendment
1
EXHIBIT 23.1
The Board of Directors
International Alliance Services, Inc.:
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus.
KPMG PEAT MARWICK LLP
Cleveland, Ohio
May 27, 1997
