1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 13, 1999 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ CENTURY BUSINESS SERVICES, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 22-2769024 - --------------------------------------------------- --------------------------------------------------- (STATE OR OTHER JURISDICTION OF (IRS EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) 6480 ROCKSIDE WOODS BOULEVARD, SOUTH SUITE 330 CLEVELAND, OHIO 44131 (216) 447-9000 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ------------------------ CHARLES D. HAMM, JR. SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER 6480 ROCKSIDE WOODS BOULEVARD, SOUTH SUITE 330 CLEVELAND, OHIO 44131 (216) 447-9000 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------------ With a copy to: ALAN M. UTAY AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. 1700 PACIFIC AVENUE, SUITE 4100 DALLAS, TEXAS 75201 (214) 969-2800 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, 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 - --------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------- PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT TO BE AGGREGATE PRICE AGGREGATE OFFERING AMOUNT OF TITLE OF SHARES TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) REGISTRATION FEE - --------------------------------------------------------------------------------------------------------------------------- Common Stock, par value $0.01 per share 6,141,068 shares $10.4065 $63,907,025 $17,767 - --------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------- (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 April 8, 1999. ------------------------ 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, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
2 INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. SUBJECT TO COMPLETION, DATED APRIL 13, 1999 PROSPECTUS 6,141,068 SHARES CENTURY BUSINESS SERVICES, INC. COMMON STOCK ------------------------ The shares covered by this prospectus may be sold, from time to time, by the selling stockholders. The common stock is traded on the Nasdaq National Market under the symbol "CBIZ." On April 8, 1999, the last reported sale price of the common stock on Nasdaq was $10.438 per share. INVESTING IN THE COMMON STOCK INVOLVES CERTAIN RISKS. THEREFORE, YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS INCORPORATED BY REFERENCE FROM OUR ANNUAL REPORT ON FORM 10-K INTO THIS PROSPECTUS. ------------------------ NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this prospectus is , 1999.
3 TABLE OF CONTENTS PAGE ---- The Company................................................. 1 Risk Factors................................................ 1 Uncertainty of Forward-Looking Statements................... 2 Use of Proceeds............................................. 2 Selling Stockholders........................................ 3 Plan of Distribution........................................ 9 Legal Matters............................................... 9 Experts..................................................... 10 Where You Can Find More Information......................... 10 i
4 THE COMPANY Century Business Services, Inc. is a diversified services company which, acting through its subsidiaries, provides professional outsourced business services primarily to small and medium-sized businesses, as well as individuals, governmental entities, and not-for-profit enterprises throughout the United States. We offer integrated services in the following areas: - accounting, tax, valuation, and advisory services; - benefits administration and insurance services; - human resources and payroll services; - performance consulting services; and - specialty insurance. We provide these services through a network of more than 200 offices in 36 states, plus approximately 650 Century Small Business Solutions franchisee offices in 47 states. As of March 31, 1999, we served more than 100,000 business clients, of which approximately 54,000 are serviced through the Century Small Business Solutions franchisee network. Management estimates that its clients have more than 1.4 million employees including 400,000 employed by clients of the Century Small Business Solutions franchisee network. Our clients typically have fewer than 500 employees and prefer to focus their resources on the operation of their core business while allowing us to provide non-core administrative functions. In many instances, outsourcing administrative functions allows clients to enhance productivity, reduce costs and improve service, quality and efficiency with regard to their primary business without the distraction of providing administrative functions. Our goal is to be the nation's leading provider of outsourced business services to small and medium-sized companies. Our strategies to achieve this include: - continuing to provide clients with a broad range of high quality products and services; - continuing to expand locally through internal growth by: - increasing the number of clients we serve, and - increasing the number of products and services we provide to existing clients; and - continuing to expand nationally through acquisitions. In addition, because our board of directors has determined that our risk-bearing specialty insurance segment is no longer part of our strategic long-term growth objectives, we are currently exploring strategic alternatives for the divestiture of our specialty insurance segment. These alternatives may include the sale of that division in whole or part, the spin-off of the division to shareholders, or other similar transactions. Century is incorporated under the laws of the state of Delaware. The address of our principal executive offices is 6480 Rockside Woods Boulevard, South, Suite 330, Cleveland, Ohio 44131, and our telephone number is (216) 447-9000. Additional information concerning us and our subsidiaries is included in the company reports and other documents incorporated by reference in this prospectus. RISK FACTORS You should carefully consider the information contained in this prospectus, any prospectus supplement and the documents and risk factors incorporated herein, before making any investment decisions relating to the shares of common stock covered by this prospectus. 1
5 UNCERTAINTY OF FORWARD-LOOKING STATEMENTS This prospectus contains "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements other than statements of historical fact included in this prospectus regarding Century's financial position, business strategy and plans and objectives for future performance are forward-looking statements. Forward-looking statements are commonly identified by the use of such terms and phrases as "intends," "estimates," "expects," "projects," "anticipates," "foreseeable future," "seeks," and words or phrases of similar import. Such statements are subject to certain risks, uncertainties or assumptions. If one or more of these risks or uncertainties materialize, or if 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 Century's results of operations and financial condition are those discussed in our Annual Report on Form 10-K. USE OF PROCEEDS We will not receive any of the money from the sale of the common stock offered by the selling stockholders. Some of the shares covered by this prospectus represent shares issuable upon the exercise of outstanding warrants. We will receive the exercise price upon any exercise of these warrants. 2
6 SELLING STOCKHOLDERS The following tables set forth the name of each selling stockholder, the number of shares of common stock beneficially owned by each selling stockholder immediately prior to the date of this prospectus, the number of shares covered by this prospectus, the number of shares of common stock to be beneficially owned by each selling stockholder upon completion of this offering, and the percentage of shares to be owned by each selling stockholder upon completion of the offering. However, because the selling stockholders may offer all or a portion of the shares covered by this prospectus at any time and from time to time hereafter, the exact number of shares that each selling stockholder may retain after completion of the offering cannot be determined at this time. The last two columns of these tables assume that all shares covered by this prospectus will be sold by the selling stockholders and that no additional shares of common stock are bought or sold by the selling stockholders. This first table sets forth information for those selling stockholders whose beneficial ownership includes shares of common stock and shares of common stock currently held in escrow subject to the fulfillment of performance objectives. BENEFICIAL OWNERSHIP OF SHARES NUMBER OF NUMBER OF PERCENTAGE PRIOR TO OFFERING SHARES SHARES TO OF SHARES TO ------------------------------- COVERED BE OWNED BE OWNED COMMON ESCROWED BY THIS AFTER AFTER NAME STOCK SHARES(1) TOTAL PROSPECTUS OFFERING(2) OFFERING ---- ------- --------- ------- ---------- ----------- ------------ Anderson, Philip S............ 2,984 -0- 2,984 2,984 -0- -0- Azorsky, Michael A............ 26,474 2,275 28,749 677 28,072 * Banning, Carolyn, Trustee of Carolyn Banning Revocable Living Trust................ 48,200 -0- 48,200 12,050 36,150 * Bateson, Jay A................ 1,216 -0- 1,216 1,216 -0- -0- Beall, Garner, Screen & Geare, Inc. Employee Savings and Stock Ownership Plan........ 474,591 -0- 474,591 474,591 -0- -0- Boomer, Richard............... 40,960 -0- 40,960 32,768 8,192 * Boylan, Anna.................. 876 657 1,428 219 1,209 * Boyle, Joseph B. and Holly.... 15,561 9,810 25,371 3,890 21,481 * Brant, Michael E.............. 11,350 -0- 11,350 11,350 -0- -0- Brown II, Coleman P........... 85,123 -0- 85,123 85,123 -0- -0- Buoy, Keenan.................. 19,214 2,135 21,349 5,521 15,828 * Burds, Jeffrey J. and Melinda..................... 86,262 23,198 109,460 17,252 92,208 * Burnett, Gary................. 39,960 -0- 39,960 32,768 7,192 * Dameron, H. K................. 50,742 -0- 50,742 10,148 40,594 * Day, John..................... 2,982 -0- 2,982 745 2,237 * Devine, Ronald M.............. 3,559 -0- 3,559 3,559 -0- -0- Donahoe, Michael T............ 215,062 -0- 215,062 168,796 46,266 * Donahoe, William W............ 75,021 -0- 75,021 56,266 18,755 * Downing, Anne L............... 3,383 -0- 3,383 677 2,706 * Drennan, Michael F............ 32,678 12,187 44,865 8,170 36,725 * Duczak, George V.............. 237,960 -0- 237,960 237,960 -0- -0- Dwyer, Cindy J................ 22,780 2,531 25,311 753 24,558 * EGW CPA, P.C.................. 102,568 11,397 113,965 3,391 110,574 * Elmendorf, Tom................ 10,877 1,209 12,086 360 11,726 * Farris, Joyce A............... 15,215 1,691 16,906 503 16,403 * Fetchero, Michael A........... 9,485 -0- 9,485 9,485 -0- -0- Fletcher, John W.............. 75,563 47,638 123,201 18,891 104,310 * Frank, Jeffrey L.............. 6,850 -0- 6,850 6,850 -0- -0- Fyfe, Scott D................. 357 -0- 357 357 -0- -0- 3
7 BENEFICIAL OWNERSHIP OF SHARES NUMBER OF NUMBER OF PERCENTAGE PRIOR TO OFFERING SHARES SHARES TO OF SHARES TO ------------------------------- COVERED BE OWNED BE OWNED COMMON ESCROWED BY THIS AFTER AFTER NAME STOCK SHARES(1) TOTAL PROSPECTUS OFFERING(2) OFFERING ---- ------- --------- ------- ---------- ----------- ------------ Garner, Robert H.............. 53,830 -0- 53,830 53,830 -0- -0- George, Joseph P.............. 1,257 -0- 1,257 1,257 -0- -0- Gershon, Steven A............. 82,974 9,219 92,193 2,743 89,450 * Gottschalk, Timothy E......... 63,809 7,090 70,899 14,180 56,719 * Grazio, Peter R............... 162 -0- 162 162 -0- -0- Grice, Marcella L............. 7,402 -0- 7,402 7,402 -0- -0- Hancock, William L............ 82,315 9,131 91,446 2,717 88,729 * Hannan, Timothy J............. 18,420 2,047 20,467 609 19,858 * Hannan, Timothy J. CPA PC..... 90,161 10,018 100,179 2,981 97,198 * Harman, Alice C............... 527 -0- 527 527 -0- -0- Harrell, James................ 75,021 -0- 75,021 56,266 18,755 * Henrichs, John................ 9,971 1,108 11,079 1,698 9,381 * Hinkle, Mark J................ 11,200 -0- 11,200 5,600 5,600 * Hintz, Thomas................. 40,960 -0- 40,960 32,768 8,192 * Hobrock, James R.............. 9,364 -0- 9,364 9,364 -0- -0- Howard, Robert J.............. 357 -0- 357 357 -0- -0- Hughes, John J................ 23,535 -0- 23,535 23,535 -0- -0- Hunt, Hal J................... 52,457 5,829 58,286 1,734 56,552 * Indovina, Leonard P........... 237,960 -0- 237,960 237,960 -0- -0- Indovina, Peter R............. 237,960 -0- 237,960 237,960 -0- -0- Jacobs, Alan B................ 16,546 1,728 18,274 2,956 15,318 * Jacobs, Alan B., CPA PC....... 63,644 7,072 70,716 2,104 68,612 * Ketzner, Jon S................ 18,929 -0- 18,929 18,929 -0- -0- Kjergaard, Daniel F........... 21,111 2,345 23,456 7,293 16,163 * Koutnik, Thomas A............. 27,888 17,616 45,953 5,578 40,375 * Kreie, Rodney C............... 26,418 -0- 26,418 6,604 19,814 * Lane, Cecil R................. 13,769 -0- 13,769 2,754 11,015 * Lapp, Joyce K................. 5,229 -0- 5,229 5,229 -0- -0- Larkin, Regis F............... 3,419 -0- 3,419 1,419 2,000 * Letson, James F............... 60,761 -0- 60,761 11,653 49,108 * Londeen, Kevin................ 13,894 1,544 15,438 459 14,979 * Long, David A................. 22,018 2,447 24,465 728 23,737 * Lyons, Scott A. Jr............ 51,246 26,831 78,077 7,439 70,638 * MAA CPA PC.................... 100,527 11,169 111,696 3,323 108,373 * Magnifico, Wilma.............. 3,383 -0- 3,383 677 2,706 * Marks, Janice A............... 40,960 -0- 40,960 32,768 8,192 * Marks, Jason.................. 10,818 1,202 12,020 358 11,662 * Matthews, Christopher T....... 2,326 -0- 2,326 1,013 1,313 * Matthews, Mark W.............. 4,978 -0- 4,978 4,978 -0- -0- Mayers, Michael A............. 608 -0- 608 608 -0- -0- McCloskey, Brian E............ 739 -0- 739 689 50 * Meeks, Jack L................. 88,717 9,014 97,731 22,179 75,552 * MHM Participation Partners.... 41,684 4,631 46,315 1,378 44,937 * Mills, Richard................ 83,997 8,666 92,663 2,578 90,085 * Moentmann, W. Kevin........... 73,240 23,199 96,439 14,648 81,791 * Morgan, Joyce................. 65,240 7,249 72,489 16,814 55,675 * Nagler, Stephanie............. 2,020 -0- 2,020 2,020 -0- -0- Niederhofer, Victor........... 18,595 -0- 18,595 9,298 9,297 * 4
8 BENEFICIAL OWNERSHIP OF SHARES NUMBER OF NUMBER OF PERCENTAGE PRIOR TO OFFERING SHARES SHARES TO OF SHARES TO ------------------------------- COVERED BE OWNED BE OWNED COMMON ESCROWED BY THIS AFTER AFTER NAME STOCK SHARES(1) TOTAL PROSPECTUS OFFERING(2) OFFERING ---- ------- --------- ------- ---------- ----------- ------------ Nussbaum, Kevin P. and Jeannine.................... 75,173 23,199 98,372 15,034 83,338 * Plattner, Barbara J........... 11,850 1,317 13,167 392 12,775 * Plattner, Barbara J., CPA PC.. 57,783 6,420 64,203 1,910 62,293 * Poore, Gary L................. 50,742 -0- 50,742 10,148 40,594 * Regan, Lawrence J............. 50,443 -0- 50,443 12,611 37,832 * Reinart, Russell L............ 40,960 -0- 40,960 32,768 8,192 * Reinhard, Joseph L............ 924 -0- 924 924 -0- -0- Rogers, Michael V............. 44,160 -0- 44,160 32,768 11,392 * Rosemont, Robert N............ 175,878 -0- 175,878 52,763 123,115 * Rosemont, Robert S............ 175,878 -0- 175,878 52,763 123,115 * Ross, Miles S................. 95,471 10,607 106,078 22,699 83,379 * Rudolph, Rodell J............. 23,568 -0- 23,568 5,892 17,676 * Russell, Hollis T............. 50,443 -0- 50,443 12,611 37,832 * Russell, Ronald C............. 121,872 42,656 164,528 28,593 135,935 * Sauer Deborah S............... 3,383 -0- 3,383 677 2,706 * Saulino, Lawrence E........... 99,672 53,243 152,915 19,934 132,981 * Sayler, Donald G.............. 17,831 -0- 17,831 3,566 14,265 * Schartiger, Mark D............ 405 -0- 405 405 -0- -0- Schickner, James G............ 50,443 -0- 50,443 12,611 37,832 * Screen, Randolph B............ 20,932 -0- 20,932 20,932 -0- -0- Scripter, Larry L............. 70,703 -0- 70,703 17,676 53,027 * Seward, Edward R.............. 889 -0- 889 689 200 * Shah, Suhas R................. 50,443 -0- 50,443 12,611 37,832 * Shanklin, Page T.............. 59,116 -0- 59,116 59,116 -0- -0- Sherman, Lester S............. 66,782 40,592 107,666 13,357 94,309 * Sieniawski, Stanley........... 5,600 -0- 5,600 2,800 2,800 * Slabotsky, Scott M............ 15,360 2,318 16,678 690 15,988 * Slabotsky, Scott M., CPA PC... 102,368 11,374 113,742 3,384 110,358 * Sloan, James L................ 58,476 -0- 58,476 11,653 46,823 * Smith, Emmett F............... 4,540 -0- 4,540 4,540 -0- -0- Smoll, E. Kent................ 49,200 -0- 49,200 12,050 37,150 * Soetebier, M. Laverne......... 2,877 -0- 2,877 575 2,302 * Sonnycalb, Kevin R............ 125,372 42,656 168,028 28,593 139,435 * Spector, Eric................. 130,582 81,304 211,886 17,986 193,900 * Spector, Martin C............. 89,465 53,243 142,708 17,893 124,815 * Stahl, James G................ 203 -0- 203 203 -0- -0- Swartz, Don................... 11,477 1,209 12,386 360 12,026 * Thibault, Alan P.............. 76,913 8,545 85,458 2,543 82,915 * Thompson, David W............. 76,193 8,466 84,659 2,519 82,140 * Tobin, Alan J................. 18,720 11,409 30,129 3,744 26,385 * Twigg, Glenn H................ 23,015 -0- 23,015 23,015 -0- -0- Wade, Kathryn................. 10,425 1,158 11,583 345 11,238 * Walter, Eldon G............... 20,892 2,322 23,214 686 22,528 * Walters, Jeffery A............ 30,163 18,065 48,228 6,033 42,195 * Weiss, Arthur E. and Lisa R... 87,531 23,198 110,729 17,506 93,223 * Wengerd, Craig E.............. 7,459 -0- 7,459 7,459 -0- -0- Whitmore, Bryan D............. 17,831 -0- 17,831 3,566 14,265 * Widmer, Mary.................. 20,050 2,227 22,277 6,557 15,720 * 5
9 BENEFICIAL OWNERSHIP OF SHARES NUMBER OF NUMBER OF PERCENTAGE PRIOR TO OFFERING SHARES SHARES TO OF SHARES TO ------------------------------- COVERED BE OWNED BE OWNED COMMON ESCROWED BY THIS AFTER AFTER NAME STOCK SHARES(1) TOTAL PROSPECTUS OFFERING(2) OFFERING ---- ------- --------- ------- ---------- ----------- ------------ Wilt, Larry E., Jr............ 730 -0- 730 730 -0- -0- Winters, Kevin................ 70,047 7,783 77,830 23,629 54,201 * Witz, David J................. 5,797 -0- 5,797 5,797 -0- -0- Yencic, John F................ 78,247 8,249 86,496 2,455 84,041 * Zanger, Marc E................ 57,021 -0- 57,021 53,246 3,775 * Zeleznik, Michael J........... 23,529 14,261 37,790 4,705 33,085 * Zepp, Richard P............... 641 -0- 641 641 -0- -0- Zimmerman, Charles A.......... 21,270 2,363 23,633 4,727 18,906 * --------- --------- Sub-Total..................... 2,801,524 4,317,846 - --------------- * Less than one percent. (1) Represents shares currently held in escrow subject to the fulfillment of performance objectives. (2) All or a portion of these shares are registered for sale under other registration statements, transferable under Rule 144 of the Securities Act of 1933, or otherwise transferable with limited or no restrictions. This second table sets forth information for those selling stockholders whose beneficial ownership includes shares of common stock and shares of common stock issuable upon the exercise of outstanding warrants and options. We will receive the exercise price upon any exercise of these warrants and options. BENEFICIAL OWNERSHIP OF SHARES PRIOR TO OFFERING NUMBER OF NUMBER OF PERCENTAGE --------------------------------------- SHARES SHARES TO OF SHARES TO OPTION AND COVERED BE OWNED BE OWNED COMMON WARRANT BY THIS AFTER AFTER NAME STOCK SHARES(1) TOTAL PROSPECTUS OFFERING(2) OFFERING ---- ---------- ------------- ---------- ---------- ----------- ------------ Amick, Norman D............... 6,666 17,934(3) 24,600 13,334 11,266 * Bass, Frederick............... 416,758 650(5) 417,408 176,003 241,405 * Boyas, Michael................ 120,921 4,856(4) 125,777 4,856 120,921 * Boyas, Pete................... 1,539,688 120,877(4) 1,660,565 120,877 1,539,688 * Cahill, Linda A............... 5,925 8,100(6) 14,025 13,425 600 * Clark, Daniel J............... 85,949 113,651(7) 199,600 109,051 90,549 * Crea, Joseph R................ 460,213 239,950(8) 700,163 135,800 564,363 * Ellis, Roswell P.............. 94,213 158,587(9) 252,800 153,787 99,013 * Farro, Charles J.............. 460,212 240,550(10) 700,762 135,800 564,962 * Feighan, Edward F............. 475,800 60,000(11) 535,800 56,000 479,800 * Goe, Kathy.................... 1,667 5,133(12) 6,800 3,333 3,467 * Haffey, Kenneth M............. 18,974 12,567(13) 31,541 10,667 20,874 * Hamm, Jr., Charles D.(14)..... 24,244 42,956(15) 67,200 30,756 36,444 * King, IV, Charles H........... 131,789 7,393(4) 139,182 7,393 131,789 * King, Patricia................ 121,789 7,393(4) 129,182 7,393 121,789 * King, V, Charles H............ 5,000 11,200(16) 16,200 10,000 6,200 * Lanci, Kenneth A. and Linda... 170,406 1,477(4) 171,883 1,477 170,406 * LaVan, Kenneth & Davie........ 998,359 107,318(4) 1,105,677 107,318 998,359 1.24% Levine, Kenneth............... 2,067 4,533(17) 6,600 3,333 3,267 * LoConti Family Trust(18)...... 1,045,600 291,200(4) 1,336,800 291,200 1,045,600 1.30% LoConti, Joseph E.(18)........ 1,475,637 174,500(19) 1,650,137 168,000 1,482,137 1.84% Longo, Geraldine L............ 49,515 25,600(20) 75,115 25,000 50,115 * 6
10 BENEFICIAL OWNERSHIP OF SHARES PRIOR TO OFFERING NUMBER OF NUMBER OF PERCENTAGE --------------------------------------- SHARES SHARES TO OF SHARES TO OPTION AND COVERED BE OWNED BE OWNED COMMON WARRANT BY THIS AFTER AFTER NAME STOCK SHARES(1) TOTAL PROSPECTUS OFFERING(2) OFFERING ---- ---------- ------------- ---------- ---------- ----------- ------------ Milazzo, Michael R............ 4,000 9,200(21) 13,200 8,000 5,200 * Miracle, Gregory N............ 5,050 14,200(22) 19,250 10,000 9,250 * Nagler, Gary.................. 238,720 650(5) 239,370 103,295 136,075 * Needham, Daniel J............. 3,333 10,687(23) 14,200 6,667 7,533 * Newman, Bradley P............. 6,475 11,200(24) 17,675 10,000 7,675 * Reeves, Rochelle L.(25)....... 444,500 5,000(26) 449,500 157,590 291,910 * Safier, Rion.................. 4,000 8,400(27) 12,400 8,000 4,400 * Schindler, Amy King........... 4,200 10,000(4) 14,200 10,000 4,200 * Sgro, David J................. 50,025 19,000(28) 69,025 18,400 50,625 * Sgro, David M................. 5,400 2,200(29) 7,600 1,600 6,000 * Skoda, The Gregory J. Irrev. Trust....................... 70,833 141,667(4) 212,500 141,667 70,833 * Skoda, Patricia A............. 704,483 176,167(30) 880,650 169,667 710,983 * Southwick, Glenn D............ 3,333 9,267(31) 12,600 6,667 5,933 * Sophia Management Ltd.(32).... 1,031,484 756,648(4) 1,788,132 756,648 1,031,484 1.38% Stout, Craig L................ 564,300 88,600(33) 652,900 78,400 574,500 * Tartabini, Joseph and Juanita Trust....................... 1,228,095 130,570(4) 1,358,665 130,570 1,228,095 1.52% Thompson, Nancy Jane.......... 1,667 4,933(34) 6,600 3,333 3,267 * Vitalie, James S.............. 5,925 8,100(6) 14,025 13,425 600 * Wagner, Reid T................ 5,925 8,100(6) 14,025 13,425 600 * Weiland, Kurt H............... 1,667 5,533(35) 7,200 3,333 3,867 * Wilcox, John.................. 1,667 5,333(36) 7,000 3,333 3,667 * Young, Felicia P.............. 240,239 104,721(37) 344,960 100,721 244,239 * ------------ --------- --------- Sub-Total..................... 3,186,781(38) 3,339,544 12,183,950 --------- --------- Total............... 6,141,068 16,501,796 - --------------- * Less than one percent. (1) Includes shares issued upon exercise of outstanding warrants and options. (2) All or a portion of these shares are registered for sale under other registration statements, transferable under Rule 144 of the Securities Act of 1933, or otherwise transferable with limited or no restrictions. (3) Represents 4,600 shares issuable upon exercise of vested options and 13,334 shares issuable upon exercise of outstanding warrants originally issued to Alliance Holding Corporation in the October 1996 merger with The Century Surety Group of Companies and that will expire in October 1999 and 2000 ("Alliance Warrants"). (4) Represents shares issuable upon exercise of Alliance Warrants. (5) Represents shares issuable upon exercise of vested options. (6) Represents 600 shares issuable upon exercise of vested options and 7,500 shares issuable upon exercise of outstanding warrants. 7
11 (7) Represents 4,600 shares issuable upon exercise of vested options and 109,051 shares issuable upon exercise of Alliance Warrants. (8) Represents 1,200 shares issuable upon exercise of vested options and 238,750 shares issuable upon exercise of outstanding warrants. (9) Represents 4,800 shares issuable upon exercise of vested options and 153,787 shares issuable upon exercise of Alliance Warrants. (10) Represents 1,800 shares issuable upon exercise of vested options and 238,750 shares issuable upon exercise of outstanding warrants. (11) Represents 4,000 shares issuable upon exercise of vested options and 56,000 shares issuable upon exercise of Alliance Warrants. (12) Represents 1,800 shares issuable upon exercise of vested options and 3,333 shares issuable upon exercise of Alliance Warrants. (13) Represents 1,900 shares issuable upon exercise of vested options and 10,667 shares issuable upon exercise of Alliance Warrants. (14) Mr. Hamm is a Senior Vice President and the Chief Financial Officer of Century. (15) Represents 12,200 shares issuable upon exercise of vested options and 30,756 shares issuable upon exercise of Alliance Warrants. (16) Represents 1,200 shares issuable upon exercise of vested options and 10,000 shares issuable upon exercise of Alliance Warrants. (17) Represents 1,200 shares issuable upon exercise of vested options and 3,333 shares issuable upon exercise of Alliance Warrants. (18) Joseph E. LoConti is the trustee of the LoConti Family Trust. (19) Represents 6,500 shares issuable upon exercise of vested options and 168,000 shares issuable upon exercise of Alliance Warrants. (20) Represents 600 shares issuable upon exercise of vested options and 25,000 shares issuable upon exercise of outstanding warrants. (21) Represents 1,200 shares issuable upon exercise of vested options and 8,000 shares issuable upon exercise of Alliance Warrants. (22) Represents 4,200 shares issuable upon exercise of vested options and 10,000 shares issuable upon exercise of Alliance Warrants. (23) Represents 4,200 shares issuable upon exercise of vested options and 6,667 shares issuable upon exercise of Alliance Warrants. (24) Represents 1,200 shares issuable upon exercise of vested options and 10,000 shares issuable upon exercise of Alliance Warrants. (25) Mrs. Reeves' spouse, Keith W. Reeves, is Senior Vice President of Century. (26) Represents shares issuable upon exercise of vested options granted to Mr. Reeves as an employee of Century. (27) Represents 400 shares issuable upon exercise of vested options and 8,000 shares issuable upon exercise of Alliance Warrants. (28) Represents 600 shares issuable upon exercise of vested options and 18,400 shares issuable upon the exercise of outstanding warrants. (29) Represents 600 shares issuable upon exercise of vested options and 1,600 shares issuable upon exercise of outstanding warrants. (30) Represents 6,500 shares issuable upon exercise of vested options granted to Mrs. Skoda's spouse, an employee of Century, and 169,667 shares issuable upon exercise of Alliance Warrants. (31) Represents 2,600 shares issuable upon exercise of vested options and 6,667 shares issuable upon exercise of Alliance Warrants. 8
12 (32) Sophia Management Ltd. is managed by Messrs. Craig L. Stout, Edward F. Feighan, Joseph E. LoConti and Gregory J. Skoda, each of whom is a selling stockholder. (33) Represents 6,200 shares issuable upon the exercise of vested options granted to Mr. Stout, 4000 vested options granted to Mr. Stout's spouse and 78,400 shares issuable upon exercise of Alliance Warrants. (34) Represents 1,600 shares issuable upon exercise of vested options and 3,333 shares issuable upon exercise of Alliance Warrants. (35) Represents 2,200 shares issuable upon exercise of vested options and 3,333 shares issuable upon exercise of Alliance Warrants. (36) Represents 2,000 shares issuable upon exercise of vested options and 3,333 shares issuable upon exercise of Alliance Warrants. (37) Represents 4,000 shares issuable upon exercise of vested options and 100,721 shares issuable upon exercise of Alliance Warrants. (38) Represents 2,545,781 shares issuable upon exercise of Alliance Warrants, 545,000 shares issuable upon exercise of outstanding warrants that were issued in connection with acquisitions and 96,000 shares issuable upon exercise of vested options that are registered under a separate registration statement. PLAN OF DISTRIBUTION The selling stockholders, or their pledgees, donees, transferees or other successors-in-interest, may from time to time, offer and sell the shares on one or more exchanges or in the over-the-counter market, or otherwise. They may sell the shares through the following transactions, among others: - ordinary brokerage transactions; - block transactions; - privately negotiated transactions; - put or call option transactions; - short sales; or - Rule 144. Those transactions may or may not involve brokers or dealers. If the transactions do include brokers, the selling stockholders expect to pay customary brokerage commissions and charges. We will pay all expenses other than underwriting discounts, selling commissions and fees, and legal and accounting fees incurred by the selling stockholders incident to the offering and sale of the shares. The selling stockholders are not obligated to sell any of the shares. Each of the selling stockholders reserves the right to accept and to reject in whole or in part any proposed purchase of the shares. To the extent required, a supplement to this prospectus or a post-effective amendment to the registration statement of which this prospectus is a part will set forth the aggregate principal amount of the shares to be sold, the names of the selling stockholders, the purchase price, the name of any agent, dealer or underwriter and any applicable commission with respect to a particular offer. The selling stockholders and any agents, broker-dealers or underwriters that participate with the selling stockholders in the distribution of the shares may be deemed to be "underwriters" within the meaning of the Securities Act. In that event, any discounts, commissions or concessions received by such broker-dealers, agents or underwriters and any profit on the resale of the shares purchased by them may be deemed to be underwriting discounts or commissions under the Securities Act. LEGAL MATTERS Akin, Gump, Strauss, Hauer & Feld, L.L.P., Dallas, Texas, is passing on the validity of the common shares. Mr. Rick L. Burdick, a partner of Akin, Gump, Strauss, Hauer & Feld, L.L.P., is a director of Century and is the beneficial owner of 3,500 shares of common stock, warrants to purchase 5,534 shares of common stock and options to purchase 50,000 shares of common stock. 9
13 EXPERTS Our consolidated and combined financial statements and schedules as of December 31, 1998 and 1997, and for each of the years in the three year period ended December 31, 1998 are incorporated by reference herein and in the registration statement of which this prospectus is a part in reliance upon the report of KPMG LLP, independent certified public accountants, incorporated by reference herein, upon the authority of said firm as experts in accounting and auditing. WHERE YOU CAN FIND INFORMATION GOVERNMENT FILINGS. We file annual, quarterly and special reports with the Securities and Exchange Commission. You may read and copy any document that we file at the Securities and Exchange Commission's public reference rooms in Washington, D.C., New York, New York, and Chicago, Illinois. The Securities and Exchange Commission's Washington, D.C. public reference room is located at 450 Fifth Street N.W., Washington, D.C. 20549. You may also call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the public reference rooms. Our Securities and Exchange Commission filings are also available to you free of charge at the Securities and Exchange Commission's web site at http://www.sec.gov. STOCK MARKET. The common shares are traded on the Nasdaq National Market under the symbol "CBIZ." Material filed by Century can be inspected at the offices of the National Association of Securities Dealers, Inc., Reports Section, 1735 K Street, N.W., Washington, D.C. 20006. INFORMATION INCORPORATED BY REFERENCE. The Securities and Exchange Commission allows us to "incorporate by reference" the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and information that we file later with the Securities and Exchange Commission will automatically update and supersede previously filed information, including information contained in this document. The file number for Century is 033-40331. We incorporate by reference the documents listed below and any future filings we will make with the Securities and Exchange Commission under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until this offering has been completed: - Century's Annual Report on Form 10-K for the year ended December 31, 1998; - Century's Proxy Statement dated March 22, 1999 regarding the annual meeting of stockholders; and - Century's Current Report on Form 8-K filed on January 12, 1999; and - Century's Current Report on Form 8-K filed on April 9, 1999. You may request free copies of these filings by writing or telephoning us at the following address: Century Business Services, Inc. 6480 Rockside Woods Boulevard, South Suite 330 Cleveland, Ohio 44131 (216) 447-9000 10
14 6,141,068 SHARES CENTURY BUSINESS SERVICES, INC. COMMON STOCK ------------------------------------------------------ PROSPECTUS ------------------------------------------------------ , 1999
15 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 Registration Fee......... $17,767 Printing and Engraving Expenses............................. $ 2,000 Legal Fees and Expenses..................................... $25,000 Miscellaneous Fees and Expenses............................. $ 5,233 ------- Total............................................. $50,000 ======= ITEM 15 -- INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 145 of the General Corporation Law of the State of Delaware (the "DGCL") empowers a Delaware corporation to indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation) by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. A Delaware corporation may indemnify past or present officers and directors of such corporation or of another corporation or other enterprise at the former corporation's request, in an action by or in the right of the corporation to procure an enterprise at the former corporation's request, in an action by or in the right of the corporation to procure a judgment in its favor under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in defense of any action referred to above, or in defense of any claim, issue or matter therein, the corporation must indemnify such person against the expenses (including attorneys' fees) that such person actually and reasonably incurred in connection therewith. Section 145 further provides that any indemnification shall be made by the corporation only as authorized in each specific case upon a determination that indemnification of such person is proper because he has met the applicable standard of conduct set forth by: - the stockholders; - the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding; - a committee of directors who are not parties to such action, suit or proceeding designated by majority vote by such disinterested directors even if less than a quorum; or - an independent legal counsel in a written opinion, if there are no such disinterested directors, or if such disinterested directors so direct. Section 145 further provides that indemnification pursuant to its provisions is not exclusive of other rights of indemnification to which a person may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. II-1
16 The Amended and Restated Certificate of Incorporation, as amended, 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 for: - any breach of director's duty of loyalty to the Company or its stockholders; - acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; - unlawful payments of dividends; - unlawful stock purchases or redemptions; or - any transaction from which the director derived an improper personal benefit. Article VII of the Amended and Restated Bylaws of the Company (the "Bylaws") provides that to the fullest extent and in the manner permitted by the laws of the State of Delaware and specifically as is permitted under Section 145 of the DGCL, the Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the Company, by reason of the fact that such person is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit, or proceeding if such person acted in good faith and in a manner he reasonably believed to be in and not opposed to the best interests of the Company and with respect to any criminal action or proceeding, such person had no reasonable cause to believe his conduct was unlawful. Determination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that a person did not act in good faith and in a manner such person reasonably believed to be in and not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, had reasonable cause to believe his conduct was lawful. The Bylaws provide that any decision as to indemnification shall be made: - by the Board of Directors of the Company by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding; - if such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or - by the stockholders. The Board of Directors of the Company may authorize indemnification of expenses incurred by an officer or director in defending a civil or criminal action, suit or proceeding in advance of the final disposition of such action, suit or proceeding. Indemnification pursuant to these provisions is not exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise and shall continue as to a person who has ceased to be a director or officer. The Company may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Company. Further, the Bylaws provide that the indemnity provided will be extended to the directors, officers, employees and agents of any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger that, if its separate existence has continued, would have had the power and authority to indemnify its directors, officers, and employees or agents so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of the Bylaws with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. II-2
17 The Company currently maintains a separate insurance policy relating to its directors and officers, under which policy such directors and officers are insured, within the limits and subject to the limitations of the policy, against certain expenses in connection with the defense of certain claims, actions, suits or proceedings, and certain liabilities which might be imposed as a result of such claims, actions, suits or proceedings, which may be brought against them by reason of being or having been such directors or officers. The Securities and Exchange Commission has issued a policy statement that the indemnification of officers and directors for liabilities under the Securities Act of 1933 is against public policy as expressed in the Act, and is, therefore, unenforceable. ITEM 16 -- EXHIBITS The following Exhibits are filed as part of this Registration Statement: EXHIBIT NUMBER DESCRIPTION OF EXHIBITS - ------- ----------------------- 3.1 Amended and Restated Certificate of Incorporation of the Company (filed as Exhibit 3.1 to Registration Statement on Form 10, Commission File No. 0-25890 and incorporated herein by reference) 3.2 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company dated October 18, 1996 (filed as Exhibit 3.2 to Annual Report on Form 10-K for the fiscal year ended December 31, 1996 and incorporated herein by reference) 3.3 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company effective December 23, 1997 (filed as Exhibit 3.3 to Annual Report on Form 10-K for the fiscal year ended December 31, 1997 and incorporated herein by reference) 3.4 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company effective September 10, 1998 (filed as Exhibit 3.4 to Registration Statement on Form S-3 dated September 23, 1998, Commission File No. 333-64109, and incorporated herein by reference) 3.5 Amended and Restated Bylaws of the Company (filed as Exhibit 3.2 to Registration Statement on Form 10, Commission File No. 0-25890 and incorporated herein by reference) 4.1 Form of Stock Certificate of Common Stock of the Company (filed as Exhibit 4.1 to Registration Statement on Form S-3 dated September 23, 1998, Commission File No. 333-64109, and incorporated herein by reference) 5.1* Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P. 23.1* Consent of KPMG LLP 23.2* Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in its opinion filed as Exhibit 5.1 hereto) 24.1* Power of Attorney (included on the signature page of this Registration Statement) - --------------- *Filed herewith ITEM 17 -- UNDERTAKINGS The undersigned company hereby undertakes: (A) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (1) to include any prospectus required by Section 10(a)(3) of the Securities Act; (2) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) that, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities II-3
18 offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; and (3) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in the Registration Statement; (B) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (C) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of this Registration Statement. The undersigned company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the company's annual report pursuant to Section 13(a) or section 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the company pursuant to the foregoing provisions, or otherwise, the company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the company of expenses incurred or paid by a director, officer or controlling person of the company in the successful defense of any action, suit, or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-4
19 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Cleveland, Ohio, on April 13, 1999. CENTURY BUSINESS SERVICES, INC. By: /s/ CHARLES D. HAMM, JR. ------------------------------------ Charles D. Hamm, Jr. Senior Vice President and Chief Financial Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael G. DeGroote and Charles D. Hamm, Jr., and each of them, with full power to act without the other, his attorney-in-fact, with full power of substitution, for him in any and all capacities, to sign any amendments to this Registration Statement, (including post-effective amendments and amendments thereto) and any registration statement relating to the same offering as this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on April 13, 1999. SIGNATURE TITLE --------- ----- /s/ MICHAEL G. DEGROOTE President, Chief Executive Officer and Chairman of - ------------------------------------------------ the Board (Principal Executive Officer) Michael G. DeGroote /s/ CHARLES D. HAMM, JR. Senior Vice President and Chief Financial Officer - ------------------------------------------------ (Principal Accounting and Financial Officer) Charles D. Hamm, Jr. /s/ RICK L. BURDICK Director - ------------------------------------------------ Rick L. Burdick /s/ JOSEPH S. DIMARTINO Director - ------------------------------------------------ Joseph S. DiMartino /s/ HARVE A. FERRILL Director - ------------------------------------------------ Harve A. Ferrill /s/ HUGH P. LOWENSTEIN Director - ------------------------------------------------ Hugh P. Lowenstein /s/ RICHARD C. ROCHON Director - ------------------------------------------------ Richard C. Rochon II-5
20 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION OF EXHIBITS - ------- ----------------------- 3.1 Amended and Restated Certificate of Incorporation of the Company (filed as Exhibit 3.1 to Registration Statement on Form 10, Commission File No. 0-25890 and incorporated herein by reference) 3.2 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company dated October 18, 1996 (filed as Exhibit 3.2 to Annual Report on Form 10-K for the fiscal year ended December 31, 1996 and incorporated herein by reference) 3.3 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company effective December 23, 1997 (filed as Exhibit 3.3 to Annual Report on Form 10-K for the fiscal year ended December 31, 1997 and incorporated herein by reference) 3.4 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company effective September 10, 1998 (filed as Exhibit 3.4 to Registration Statement on Form S-3 dated September 23, 1998, Commission File No. 333-64109, and incorporated herein by reference) 3.5 Amended and Restated Bylaws of the Company (filed as Exhibit 3.2 to Registration Statement on Form 10, Commission File No. 0-25890 and incorporated herein by reference) 4.1 Form of Stock Certificate of Common Stock of the Company (filed as Exhibit 4.1 to Registration Statement on Form S-3 dated September 23, 1998, Commission File No. 333-64109, and incorporated herein by reference) 5.1* Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P. 23.1* Consent of KPMG LLP 23.2* Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in its opinion filed as Exhibit 5.1 hereto) 24.1* Power of Attorney (included on the signature page of this Registration Statement) - --------------- *Filed herewith
1 Exhibit 5.1 AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. ATTORNEYS AT LAW A REGISTERED LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS 1700 PACIFIC AVENUE AUSTIN SUITE 4100 BRUSSELS DALLAS, TEXAS 75201 DALLAS (214) 969-2800 HOUSTON FAX (214) 969-4343 LONDON www.akingump.com LOS ANGELES MOSCOW NEW YORK PHILADELPHIA SAN ANTONIO WASHINGTON, D.C. April 13, 1999 Century Business Services, Inc. 6480 Rockside Woods Boulevard South Suite 330 Cleveland, Ohio 44131 Ladies and Gentlemen: We have acted as counsel to Century Business Services, Inc., a Delaware corporation (the "COMPANY"), in connection with the filing of a registration statement on Form S-3 filed on the date hereof (the "REGISTRATION STATEMENT") with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, for the registration of the sale from time to time of an aggregate of 6,141,068 shares (the "SHARES") of common stock, par value $0.01 per share ("COMMON STOCK"), of the Company. The Shares include shares of Common Stock issuable upon the exercise of outstanding warrants (the "WARRANT SHARES"). We have, as counsel, examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such inquiries of such officers and representatives as we have deemed relevant and necessary as a basis for the opinion hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. In addition, we have assumed that the Shares have been issued for at least the par value thereof and that the Warrant Shares will be issued pursuant to and in compliance with the terms of the related warrant agreements. As to all questions of fact material to this opinion that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company. Based upon such examination and representations, we advise you that, in our opinion, (a) the Shares (other than the Warrant Shares) have been duly and validly authorized and are validly issued, fully paid and non-assessable and (b) the Warrant Shares have been duly and validly
2 AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. Century Business Services, Inc. 6480 Rockside Woods Boulevard South April 13, 1999 Page 2 authorized and, when issued in accordance with the related warrant agreements, will be validly issued, fully paid and non-assessable. The foregoing opinion is limited to the corporate laws of the State of Delaware and we express no opinion as to the effect on the matters covered by this letter of any other law. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In addition, we consent to the reference to us under the caption "Legal Matters" in the prospectus forming a part of the Registration Statement. This opinion is rendered solely to you in connection with the above matter. This opinion may not be relied upon by you for any other purpose or relied upon by or furnished to any other person without our prior written consent. Sincerely yours, AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
1 Exhibit 23.3 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Century Business Services, Inc. We consent to the use of our reports incorporated herein by reference and to the reference to our firm under the heading "Experts" in the Prospectus. /s/ KPMG LLP -------------------------- KPMG LLP Cleveland, Ohio April 9, 1999