1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 9, 1997
REGISTRATION NO. 333-40331
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
INTERNATIONAL ALLIANCE SERVICES, INC.
(Exact Names of Registrants as Specified in Its Charter)
DELAWARE 22-279024
(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)
---------------------
GREGORY J. SKODA
EXECUTIVE VICE PRESIDENT
10055 SWEET VALLEY DRIVE
VALLEY VIEW, OHIO 44125
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
---------------------
With a copy to:
SETH R. MOLAY, P.C.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
1700 PACIFIC AVENUE, SUITE 4100
DALLAS, TEXAS 75201
(219) 969-2800
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this registration statement, as determined
by the registrant.
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. [ ]
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 DECEMBER 9, 1997
PROSPECTUS
, 1997
$125,000,000
INTERNATIONAL ALLIANCE SERVICES, INC.
DEBT SECURITIES
COMMON STOCK
WARRANTS
International Alliance Services, Inc. (the "Company" or "IASI") may offer
and issue from time to time (i) debt securities of the Company ("Debt
Securities"), consisting of debentures, notes, bonds and other unsecured
evidences of indebtedness in one or more series, (ii) shares of common stock,
par value $.01 per share of the Company ("Common Stock"), and (iii) warrants to
purchase Debt Securities or Common Stock ("Warrants"). The foregoing securities
are collectively referred to as the "Securities." Any Securities may be offered
with other Securities or separately. The Securities will be offered at an
aggregate initial offering price not to exceed $125,000,000.
SEE "RISK FACTORS" IN THE ACCOMPANYING PROSPECTUS SUPPLEMENT FOR A
DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE
PURCHASERS OF THE SECURITIES.
Certain terms of any Debt Securities in respect of which this Prospectus is
being delivered will be set forth in an accompanying Prospectus Supplement
including, without limitation, the specific designation, aggregate principal
amount, purchase price, currency of payment, denomination, maturity, interest
rate (which may be fixed or variable) and time of payment of interest (if any),
guarantees thereof (if any), terms (if any) for the subordination, redemption,
purchase or conversion thereof, listing (if any) on a securities exchange,
additional or different covenants and events of default, and any other material
terms of the Debt Securities. The purchase price of any Common Stock in respect
of which this Prospectus is being delivered will be set forth in an accompanying
Prospectus Supplement. The Prospectus Supplement will also contain information,
where applicable, about certain United States federal income tax considerations
relating to the Securities covered by the Prospectus Supplement.
The Company's Common Stock is quoted on The Nasdaq National Market under
the symbol "IASI." Any Common Stock offered hereby will be listed, subject to
official notice of issuance, on The Nasdaq National Market.
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 Securities may be sold on a negotiated or competitive bid basis to or
through underwriters or dealers designated from time to time or to other
purchasers directly or through agents designated from time to time. Certain
terms of any offering and sale of the Securities, including, where applicable,
the names of the underwriters, dealers or agents, if any, the principal amount
or number of shares to be purchased, the purchase price of the Securities, the
proceeds to the Company from such sale and any applicable commissions, discounts
and other items constituting compensation of such underwriters, dealers or
agents will also be set forth in an accompanying Prospectus Supplement.
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES OF SECURITIES UNLESS
ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
3
THE COMPANY
OVERVIEW
IASI is a leading provider of outsourced business services to small and
medium sized companies throughout the United States. The Company provides
integrated services in the following areas: accounting systems, advisory and
tax; employee benefits design and administration; human resources; information
technology systems; payroll; specialty insurance; valuation; and workers'
compensation. These services are provided through a network of over 65 Company
offices in 25 states, as well as through its subsidiary Comprehensive Business
Services ("Comprehensive"), a franchisor of accounting services with
approximately 250 franchisee offices located in 40 states. As of December 9,
1997, the Company served approximately 60,000 clients, of which approximately
24,000 are served through the Comprehensive franchisee network. Management
estimates that its clients employ over 800,000 employees, including 240,000
employed by clients of the Comprehensive franchise network.
The Company's clients typically have fewer than 500 employees, and prefer
to focus their scarce resources on operational competencies while allowing IASI
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. Depending on a client's size and
capabilities, it may choose to utilize all or a portion of the Company's broad
array of services, which it typically accesses through a single Company
representative.
Pursuant to a strategic redirection of the Company initiated in November
1996, the Company began its acquisition program to expand its operations rapidly
in the outsourced business services industry from its existing insurance
platform. From November 1, 1996 through September 30, 1997, the Company acquired
the businesses of 23 companies representing over $90 million in revenues. The
Company's acquisition program typically focuses on (i) market entry acquisitions
in which the Company establishes a significant presence in a city or (ii)
follow-on acquisitions of additional service providers in areas where the
Company's presence is established, increasing the number of clients served and
services offered in such markets. The Company seeks to acquire profitable,
well-run companies and to continue to employ their existing management teams,
providing them with incentive by utilizing restricted IASI Common Stock for a
large portion of the consideration for the acquisitions. The Company believes
that substantial additional acquisition opportunities exist throughout the
United States for several reasons, including the highly fragmented nature of the
industry, the advantages of economies of scale, and the desire of many long-time
owners for liquidity. The Company has completed from October 1, 1997 through
December 9, 1997, or has announced as pending, an additional 20 acquisitions
representing over $78 million in revenues.
The outsourced business services industry in which the Company currently
operates is highly fragmented with approximately 600,000 outsourcing
establishments collectively generating approximately $300 billion in annual
revenue and has grown at a compound annual rate in excess of 9% since 1992. The
Company believes that this growth reflects the following trends: (i) more
companies are now utilizing outsourced business services, (ii) companies that
have traditionally used a limited amount of outsourced business services are now
utilizing a broader array of such services, and (iii) the number of small and
medium sized businesses in the United States continues to grow.
The Company's goal is to be the nation's premier provider of outsourced
business services to small and medium sized companies. The Company's strategies
to achieve this goal include: (i) continuing to provide clients with a broad
range of high quality services, (ii) continuing to expand locally through
internal growth by increasing the number of clients it serves and increasing the
number of services it provides to existing clients, and (iii) continuing to
expand nationally through an aggressive acquisition program.
Effective December 31, 1997, the name of the Company will be changed to
"Century Business Services, Inc.", and the symbol of the Company will be changed
to "CBIZ." The Company's principal executive offices are located at 10055 Sweet
Valley Drive, Valley View, Ohio 44125, and its telephone number is (216)
447-9000.
3
4
USE OF PROCEEDS
Unless a Prospectus Supplement indicates otherwise, the net proceeds to be
received by the Company from the issue and sale from time to time of the
Securities will be added to the general funds of the Company to be used for
general corporate purposes, working capital requirements and the cash portion of
acquisitions. Pending such application, such net proceeds may be invested in
short-term marketable securities. Each Prospectus Supplement will contain
specific information concerning the use of proceeds from the sale of Securities
to which it relates.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the Company's historical ratio of earnings
to fixed charges for the three years ended December 31, 1996, and the nine
months ended September 30, 1996 and 1997:
NINE MONTHS
ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
------------------------- -------------
1994 1995 1996 1996 1997
------ ----- ------ ----- ----
Ratio(1)..................................... 187.3 78.6 113.3 463.0 41.8
- ---------------
(1) For purposes of computing the ratio of earnings to fixed charges, earnings
consist of pretax income from continuing operations adjusted to exclude
interest expense. Fixed charges consist of interest expense on capitalized
lease obligations and debt borrowings.
DESCRIPTION OF DEBT SECURITIES
The following sets forth certain general terms and provisions of the
Indenture (as defined herein) under which the Debt Securities are to be issued.
The particular terms of the Debt Securities will be set forth in a Prospectus
Supplement relating to such Debt Securities.
The Debt Securities are to be issued under one or more Indentures, as
amended or supplemented from time to time (the "Indenture"), to be entered into
between the Company, the guarantors (as defined below), if any, and Star Bank,
N.A., as trustee, (together with any other trustee(s) chosen by the Company,
qualified to act as such under the Trust Indenture Act of 1939, as amended (the
"TIA") and appointed in a supplemental indenture with respect to a particular
series, the "Trustee"). The form of Indenture has been filed as an exhibit to
the Registration Statement of which this Prospectus is a part and will be
available for inspection at the corporate trust office of the Trustee, or as
described above under "Available Information." The Indenture is subject to, and
governed by, the TIA. The Company will execute an Indenture if and when the
Company issues any Debt Securities. The statements made hereunder relating to
the Indenture and the Debt Securities to be issued thereunder are summaries of
certain provisions thereof and do not purport to be complete and are subject to,
and are qualified in their entirety by reference to, all provisions of the
Indenture (including those terms made a part of the Indenture by reference to
the TIA) and such Debt Securities. Capitalized terms used but not defined herein
shall have the respective meanings set forth in the Indenture. References below
to an "Indenture" are deemed to constitute a reference to the applicable
Indenture under which a particular series of Debt Securities is issued.
GENERAL
The Debt Securities will be unsecured obligations of the Company. The Debt
Securities may be issued in one or more series. Specific terms of each series of
Debt Securities will be contained in authorizing resolutions or a supplemental
indenture relating to that series. There will be Prospectus Supplements relating
to particular series of Debt Securities. Each Prospectus Supplement will
describe, as to the Debt Securities to which it relates: (i) the title of the
Debt Securities; (ii) any limit upon the aggregate principal amount of a series
of Debt Securities which may be issued; (iii) the date or dates on which
principal of the Debt Securities will be payable and the amount of principal
which will be payable; (iv) the rate or rates (which may be fixed or
4
5
variable) at which the Debt Securities will bear interest, if any, as well as
the dates from which interest will accrue, the dates on which interest will be
payable and the record date for the interest payable on any payment date; (v)
the currency or currencies in which principal, premium, if any, and interest, if
any, will be paid; (vi) the place or places where principal, premium, if any,
and interest, if any, on the Debt Securities will be payable and where Debt
Securities which are in registered form can be presented for registration of
transfer or exchange and the identification of any depository or depositories
for any global debt securities; (vii) any provisions regarding the right of the
Company to redeem or purchase Debt Securities or of holders to require the
Company to redeem Debt Securities; (viii) the right, if any, of holders of the
Debt Securities to convert them into stock or other securities of the Company,
including any provisions intended to prevent dilution of the conversion rights
or otherwise; (ix) any provisions by which the Company will be required or
permitted to make payments to a sinking fund which will be used to redeem Debt
Securities or a purchase fund which will be used to purchase Debt Securities;
(x) the percentage of the principal amount at which Debt Securities will be
issued and, if other than the full principal amount thereof, the percentage of
the principal amount of the Debt Securities which is payable if maturity of the
Debt Securities is accelerated because of a default; (xi) the terms, if any,
upon which Debt Securities may be subordinated to other indebtedness of the
Company; (xii) any additions to, modifications of or deletions from the terms of
the Debt Securities with respect to Events of Default or covenants or other
provisions set forth in the Indenture; and (xiii) any other material terms of
the Debt Securities, which may be different than the terms set forth in this
Prospectus.
Each Prospectus Supplement will describe, as to the Debt Securities to
which it relates, any guarantees (the "Guarantees") by certain direct and
indirect subsidiaries of the Company which may guarantee the Debt Securities
(the "Guarantors"), including the terms of subordination, if any, of any such
Guarantee.
EVENTS OF DEFAULT AND REMEDIES
An Event of Default with respect to any series of Debt Securities is
defined in the Indenture as being (i) default for a period of 30 days in payment
of any interest on any Debt Security of such series when it becomes due and
payable, (ii) default in payment of the principal of (or premium, if any), on
any of the Debt Securities of such series at its maturity (iii) default in the
deposit of any sinking fund payment, when and as due by the terms of any Debt
Security of such series, (iv) default by the Company or any Guarantor for a
period of 60 days after notice in the observance or performance of any other
covenants in the Indenture relating to such series, and (v) certain events
involving bankruptcy, insolvency or reorganization of the Company or certain
Guarantors.
The Indenture provides that if any Event of Default has occurred and is
continuing with respect to any series of Debt Securities, the Trustee or the
holders of not less than 25% in principal amount of such series of Debt
Securities then outstanding may declare the principal of all the Debt Securities
of such series to be due and payable immediately. However, the holders of a
majority in principal amount of the Debt Securities of such series then
outstanding by written notice to the Trustee and the Company may waive any Event
of Default (other than any Event of Default in payment of principal or interest
or in respect of certain covenants) with respect to such series of Debt
Securities. Holders of a majority in principal amount of the then outstanding
Debt Securities of any series may rescind an acceleration with respect to such
series and its consequences (except an acceleration due to nonpayment of
principal or interest on such series) if the rescission would not conflict with
any judgment or decree and if all existing Events of Default with respect to
such series have been cured or waived.
The holders of a majority in principal amount of the Debt Securities of any
series then outstanding will have the right to direct the time, method and place
of conducting any proceedings for any remedy available to the Trustee with
respect to such series, subject to certain limitations specified in the
Indenture.
DEFEASANCE OF INDENTURE
The Indenture permits the Company and the Guarantors to terminate all of
their respective obligations under the Indenture as they relate to any
particular series of Debt Securities, other than the obligation to pay interest,
if any, on and the principal of the Debt Securities of such series and certain
other obligations, at any
5
6
time by (i) depositing in trust with the Trustee, under an irrevocable trust
agreement, money or U.S. Government Obligations in an amount sufficient to pay
principal of and interest, if any, on the Debt Securities of such series to
their maturity, and (ii) complying with certain other conditions, including
delivery to the Trustee of an opinion of counsel or a ruling received from the
Internal Revenue Service to the effect that holders will not recognize income,
gain or loss for federal income tax purposes as a result of the Company's
exercise of such right and will be subject to federal income tax on the same
amount and in the same manner and at the same times as would have been the case
otherwise.
In addition, the Indenture permits the Company and the Guarantors to
terminate all of their respective obligations under the Indenture as they relate
to any particular series of Debt Securities (including the obligations to pay
interest, if any, on and the principal of the Debt Securities of such series and
certain other obligations), at any time by (i) depositing in trust with the
Trustee, under an irrevocable trust agreement, money or U.S. government
obligations in an amount sufficient to pay principal of and interest, if any, on
the Debt Securities of such series to their maturity, and (ii) complying with
certain other conditions, including delivery to the Trustee of an opinion of
counsel or a ruling received from the Internal Revenue Service to the effect
that holders will not recognize income, gain or loss for federal income tax
purposes as a result of the Company's exercise of such right and will be subject
to federal income tax on the same amount and in the same manner and at the same
times as would have been the case otherwise, which opinion of counsel is based
upon a change in the applicable federal tax law since the date of the Indenture.
TRANSFER AND EXCHANGE
A holder will be able to transfer or exchange Debt Securities only in
accordance with the provisions of the Indenture. The registrar may require a
holder, among other things, to furnish appropriate endorsements and transfer
documents, and to pay any taxes and fees required or permitted by the Indenture.
AMENDMENT, SUPPLEMENT AND WAIVER
Subject to certain exceptions, the Indenture, the Debt Securities or the
Guarantees of a particular series may be amended or supplemented with the
consent (which may include consents obtained in connection with a tender offer
or exchange offer for Debt Securities) of the holders of at least a majority in
principal amount of the Debt Securities of such series then outstanding, and any
existing Default under, or compliance with any provision of the Indenture
relating to a particular series of Debt Securities may be waived (other than any
continuing Default or Event of Default in the payment of interest on or the
principal of such Debt Securities) with the consent (which may include consents
obtained in connection with a tender offer or exchange offer for Debt
Securities) of the holders of a majority in principal amount of the Debt
Securities of such series then outstanding. Without the consent of any holder,
the Company and the Trustee may amend or supplement the Indenture, the Debt
Securities or the Guarantees to (i) evidence the succession of another Person to
the Company, (ii) add to the covenants of the Company or to surrender a right or
power of the Company, (iii) add any additional Events of Default, (iv) provide
for Debt Securities in bearer form, (v) make any changes when no Debt Securities
are outstanding or that do not apply to any Debt Securities previously entitled
to such benefit, (vi) evidence the succession of another Trustee, or (vii) cure
any ambiguity, defect or inconsistency.
Without the consent of each holder affected, the Company and the Trustee
may not (i) reduce the amount of Debt Securities of such series whose holders
must consent to an amendment, supplement or waiver, (ii) reduce the rate of or
change the time for payment of interest, (iii) reduce the principal of or change
the fixed maturity of any Debt Security or alter the provisions with respect to
redemptions or mandatory offers to repurchase Debt Securities pursuant to
certain covenants set forth in the Indenture, (iv) make any Debt Security
payable in money other than that stated in the Debt Security, (v) modify the
ranking or priority of the Debt Securities or any Guarantee, (vi) release any
Guarantor from any of its obligations under its Guarantee or the Indenture
otherwise than in accordance with the Indenture, or (vii) waive a continuing
default in the payment of principal of or interest on the Debt Securities.
6
7
The right of any holder to participate in any consent required or sought
pursuant to any provision of the Indenture (and the obligation of the Company to
obtain any such consent otherwise required from such holder) may be subject to
the requirement that such holder shall have been the holder of record of any
Debt Securities with respect to which such consent is required or sought as of a
date identified by the Trustee in a notice furnished to holders in accordance
with the terms of the Indenture.
CONCERNING THE TRUSTEE
In the ordinary course of its business, Star Bank, N.A., the Trustee,
provides, and may continue to provide, services to the Company as transfer agent
for the Common Stock of the Company and is a party to the Company's Credit
Agreement dated as of October 3, 1997. The Indenture contains certain
limitations on the rights of the Trustee, if it becomes a creditor of the
Company, to obtain payment of claims in certain cases or to realize on certain
property received in respect of any such claim as security or otherwise. The
Trustee will be permitted to engage in other transactions; however, if it
acquires any conflicting interest, it must eliminate such conflict or resign.
The Indenture provides that if an Event of Default occurs and is not cured,
the Trustee will be required, in the exercise of its power, to use the degree of
care of a prudent person in similar circumstances in the conduct of its own
affairs. The Trustee may refuse to perform any duty or exercise any right or
power under the Indenture, unless it receives indemnity, satisfactory to it,
against any loss, liability or expense.
GOVERNING LAW
The Indenture, the Debt Securities and the Guarantees will be governed by
the laws of the State of New York without giving effect to principles of
conflict of laws.
DESCRIPTION OF COMMON STOCK
The Company's authorized capital stock is 100,000,000 shares of Common
Stock, par value $.01 per share. As of December 1, 1997, 40,978,934 shares of
Common Stock were outstanding.
Holders of shares of Common Stock are entitled to one vote for each share
held of record on all matters submitted to a vote of stockholders. There are no
cumulative voting rights with respect to the election of directors. Accordingly,
the holder or holders of a majority of the outstanding shares of Common Stock
will be able to elect the entire Board of Directors of the Company. Holders of
Common Stock have no preemptive rights and are entitled to such dividends as may
be declared by the Board of Directors of the Company out of funds legally
available therefor. The Common Stock is not entitled to any sinking fund,
redemption or conversion provisions. On liquidation, dissolution or winding up
of the Company, the holders of Common Stock are entitled to share ratably in the
net assets of the Company remaining after the payment of all creditors, if any.
The outstanding shares of Common Stock are duly authorized, validly issued,
fully paid and nonassessable. The transfer agent and registrar for the Common
Stock is Star Bank, N.A.
The Company currently has the following provisions in its bylaws which
could be considered to be "anti-takeover" provisions: (i) a bylaw requiring the
affirmative vote of the holders of a majority of the outstanding shares of
Common Stock or two-thirds of the other directors to remove a director and (ii)
a bylaw limiting the persons who may call special meetings of stockholders to
the Board of Directors or the President of the Company. These provisions may
have the effect of delaying stockholder actions with respect to certain business
combinations and the election of new members to the Board of Directors. As such,
the provisions could have the effect of discouraging open market purchases of
the Company's Common Stock because they may be considered disadvantageous by a
stockholder who desires to participate in a business combination or elect a new
director.
The Company is a Delaware corporation and is subject to Section 203 of the
Delaware General Corporation Law. In general, Section 203 prevents an
"interested stockholder" (defined generally as a person owning 15% or more of
the Company's outstanding voting stock) from engaging in a "business
combination" with the Company for three years following the date that person
became an interested stockholder unless:
7
8
(i) before that person became an interested stockholder, the Board of Directors
of the Company approved the transaction in which the interested stockholder
became an interested stockholder or approved the business combination; (ii) upon
completion of the transaction that resulted in the interested stockholder
becoming an interested stockholder, the interested stockholder owned at least
85% of the voting stock of the Company outstanding at the time the transaction
commenced (excluding stock held by persons who are both directors and officers
of the Company or by certain employee stock plans); or (iii) on or following the
date on which that person became an interested stockholder, the business
combination is approved by the Company's Board and authorized at a meeting of
stockholders by the affirmative vote of the holders of at least 66 2/3% of the
outstanding voting stock of the Company (excluding shares held by the interested
stockholder). A "business combination" includes mergers, asset sales and other
transactions resulting in a financial benefit to the interested stockholder.
DESCRIPTION OF WARRANTS
The Company may issue Warrants, including Warrants to purchase Debt
Securities or Common Stock as well as other types of Warrants. Warrants may be
issued independently or together with any Debt Securities or Common Stock and
may be attached to or separate from such Debt Securities or Common Stock. Each
series of Warrants will be issued under a separate warrant agreement (each a
"Warrant Agreement") to be entered into between the Company and a warrant agent
("Warrant Agent"). The Warrant Agent will act solely as an agent of the Company
in connection with the Warrants of such series and will not assume any
obligation or relationship of agency or trust for or with any holders or
beneficial owners of Warrants.
The applicable Prospectus Supplement will describe the following terms of
the Warrants in respect of which this Prospectus is being delivered: (i) the
title of such Warrants; (ii) the aggregate number of such Warrants; (iii) the
price or prices at which such Warrants will be issued; (iv) the designation,
aggregate principal amount and terms of the Debt Securities or Common Stock
purchasable upon exercise of such Warrants; (v) if applicable, the designation
and terms of the Debt Securities with which such Warrants are issued and the
number of such Warrants issued with each such Debt Security; (vi) if applicable,
the date on and after which such Warrants and the related Debt Securities will
be separately transferable; (vii) the price at which the Debt Securities or
Common Stock purchasable upon exercise of such Warrants may be purchased; (viii)
the date on which the right to exercise such Warrants shall commence and the
date on which such right shall expire; (ix) if applicable, the minimum or
maximum amount of such Warrants which may be exercised at any one time; (x) if
applicable, any index or formula used to determine the amount of payments of
principal of and any premium and interest on Debt Securities purchasable upon
exercise of Warrants; (xi) information with respect to book-entry procedures, if
any; (xii) if applicable, a discussion of certain United States Federal income
tax considerations; and (xiii) any other terms of such Warrants, including
terms, procedures and limitations relating to the exchange and exercise of such
Warrants.
PLAN OF DISTRIBUTION
The Company may offer and sell the Securities to or through underwriters or
dealers, and also may offer and sell the Securities directly to other purchasers
or through agents.
Each Prospectus Supplement will set forth the terms of the offering of the
particular series of Securities to which the Prospectus Supplement relates,
including the name or names of any underwriters, dealers or agents, the purchase
price or prices of the Securities, the proceeds to the Company from the sale of
such series of Securities, the use of such proceeds, any initial public offering
price or purchase price of such series of Securities, any underwriting discount
or commission, any discounts, concessions or commissions allowed or reallowed or
paid by any underwriters to other dealers, any commissions paid to any agents
and the securities exchanges, if any, on which such Securities will be listed.
Any initial public offering price or purchase price and any discounts,
concessions or commissions allowed or reallowed or paid by any underwriter to
other dealers may be changed from time to time.
8
9
Sales of Common Stock offered pursuant to any Prospectus Supplement may be
effected from time to time in one or more transactions through The Nasdaq
National Market, or in negotiated transactions or any combination of such
methods of sale, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, or at other negotiated prices.
In connection with distributions of Common Stock or otherwise, the Company
may enter into hedging transactions with broker-dealers in connection with which
such broker-dealers may sell Common Stock registered hereunder in the course of
hedging through short sales the positions they assumed with the Company.
In connection with the sale of Securities, underwriters or agents may
receive compensation from the Company or from purchasers of Securities for whom
they may act as agents in the form of discounts, concessions or commissions.
Underwriters may sell Securities to or through dealers, and such dealers may
receive compensation in the form of discounts, concessions or commissions from
the underwriters and/or commissions from the purchasers for whom they may act as
agents. Underwriters, dealers and agents that participate in the distribution of
Securities may be deemed to be underwriters, and any discounts or commissions
received by them from the Company and any profit on the resale of Securities by
them may be deemed to be underwriting discounts and commissions under the
Securities Act. Any such underwriter or agent will be identified, and any such
compensation received from the Company will be described, in the applicable
Prospectus Supplement.
Under agreements which may be entered into by the Company, underwriters and
agents who participate in the distribution of Securities may be entitled to
indemnification by the Company against certain liabilities, including
liabilities under the Securities Act.
If so indicated in the applicable Prospectus Supplement, the Company will
authorize underwriters or other persons acting as the Company's agent to solicit
offers by certain institutions to purchase Debt Securities or Common Stock or
Warrants to purchase Debt Securities or Common Stock from the Company pursuant
to contracts providing for payment and delivery on a future date. Institutions
with which such contracts may be made include commercial and savings banks,
insurance companies, pension funds, investment companies, educational and
charitable institutions and others, but in all cases such institutions must be
approved by the Company. The obligations of any purchaser under any such
contract will be subject to the condition that the purchase of the offered Debt
Securities or Common Stock shall not at the time of delivery be prohibited under
the laws of the jurisdiction to which such purchaser is subject. The
underwriters and such other agents will not have any responsibility in respect
of the validity or performance of such contracts.
The Company may grant underwriters who participate in the distribution of
Common Stock an option to purchase additional Common Stock to cover
over-allotments, if any.
The place and date of delivery for the Securities in respect of which this
Prospectus is being delivered will be set forth in the applicable Prospectus
Supplement.
Unless otherwise indicated in the applicable Prospectus Supplement, the
Securities in respect of which this Prospectus is being delivered (other than
Common Stock) will be a new issue of securities, will not have an established
trading market when issued and will not be listed on any securities exchange.
Any underwriters or agents to or through whom such Securities are sold by the
Company for public offering and sale may make a market in such Securities, but
such underwriters or agents will not be obligated to do so and may discontinue
any market making at any time without notice. No assurance can be given as to
the liquidity of the trading market for any such Securities.
Certain of the underwriters and their affiliates may from time to time
perform various commercial banking and investment banking services for the
Company, for which customary compensation is received.
9
10
LEGAL MATTERS
The validity of the Securities offered hereby will be passed upon for the
Company by Akin, Gump, Strauss, Hauer & Feld, L.L.P. Rick L. Burdick, a partner
of Akin, Gump, Strauss, Hauer & Feld, L.L.P., is a director of the Company and
is the beneficial owner of 62,500 shares of Common Stock (including options and
warrants to purchase Common Stock).
EXPERTS
The consolidated and combined financial statements of International
Alliance Services, Inc. and its subsidiaries as of December 31, 1996 and 1995,
and for each of the years in the three year period ended December 31, 1996, have
been incorporated by reference herein in reliance upon the report of 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.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and
regulations promulgated thereunder, and, in accordance therewith, files reports,
proxy and information statements and other information with the Securities and
Exchange Commission (the "Commission"). These reports, proxy and information
statements and other information concerning the Company can be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's
regional offices located at Citicorp Center, Suite 1400, 500 West Madison
Street, Room 3190, 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 Commission at prescribed rates through its Public Reference Section at
450 Fifth Street, N.W., Washington, D.C. 20549. The Commission also maintains a
site on the World Wide Web at http://www.sec.gov that contains reports, proxy
and information statements and other information regarding registrants such as
the Company that file electronically with the Commission. Such material is also
available for inspection at the offices of The National Association of
Securities Dealers, Inc. (the "NASD"), 1735 K Street, N.W., Washington, D.C.
20006.
The Company has filed with the Commission a Registration Statement on Form
S-3 under the Securities Act with respect to the Securities offered hereby
(including all amendments and supplements thereto, the "Registration
Statement"). This Prospectus, which constitutes 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 Commission. For further information with respect to the
Company and such Securities, reference is made to the Registration Statement,
including the documents and exhibits filed or incorporated as a part thereof.
Statements contained herein concerning the provisions of certain documents are
not necessarily complete and, in each instance, reference is made to the copy of
such document filed as an exhibit to the Registration Statement or otherwise
filed with the Commission. Each such statement is qualified in its entirety by
such reference. The Registration Statement and the exhibits thereto can be
inspected and copied at the public reference facilities and regional offices of
the Commission and at the offices of the NASD referred to above.
10
11
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Commission pursuant to the Exchange Act, are incorporated 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) all other reports filed pursuant to
Section 13(a) or 15(d) of the Exchange Act since December 31, 1996, specifically
including the Company's Quarterly Report on Form 10-Q for the quarters ended
March 31, 1997, June 30, 1997, and September 30, 1997, respectively, and the
Company's Current Reports on Form 8-K dated February 19, 1997 (as amended on
Form 8-K/A filed on April 2, 1997), April 3, 1997, April 21, 1997, and July 23,
1997 (as amended on Form 8-K/A dated October 3, 1997), respectively; and (iii)
the Company's Proxy Statement dated April 1, 1997 relating to the 1997 Annual
Meeting of Stockholders held May 6, 1997.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering shall be deemed to be incorporated by reference
in this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document or information incorporated or
deemed to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any subsequently filed document that also is, or is
deemed to be, incorporated herein by reference, 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,
including any beneficial owner, to whom a copy of this Prospectus is delivered,
upon the written or oral request of such person, a copy of any and all of the
documents or information referred to above that has been or may be incorporated
by reference in this Prospectus (excluding exhibits to such documents unless
such exhibits are specifically incorporated by reference). Requests should be
directed to Corporate Secretary, International Alliance Services, Inc., 10055
Sweet Valley Drive, Valley View, Ohio 44125, telephone (216) 447-9000.
11
12
============================================================
NO DEALER, SALESPERSON OR OTHER PERSON IS AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS OR THE ACCOMPANYING PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT DO NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES
OTHER THAN THE SECURITIES OFFERED HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY
TO ANY PERSON IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS AND THE ACCOMPANYING
PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCE,
CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.
------------------------
TABLE OF CONTENTS
PAGE
----
The Company................................ 3
Use of Proceeds............................ 4
Ratio of Earnings to Fixed Charges......... 4
Description of Debt Securities............. 4
Description of Common Stock................ 7
Description of Warrants.................... 8
Plan of Distribution....................... 8
Legal Matters.............................. 10
Experts.................................... 10
Available Information...................... 10
Incorporation of Certain Documents by
Reference................................ 11
============================================================
============================================================
$125,000,000
INTERNATIONAL ALLIANCE
SERVICES, INC.
DEBT SECURITIES
COMMON STOCK
WARRANTS
------------------------
PROSPECTUS
------------------------
, 1997
============================================================
13
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14 -- OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following sets forth expenses, other than underwriting fees and
commissions, expected to be borne by the Registrant in connection with the
distribution of the securities being registered:
Securities and Exchange Commission registration fee......... $ 37,879
Blue Sky fees and expenses.................................. 10,000
Trustee fees and expenses................................... 10,000
Legal fees and expenses..................................... 150,000
Printing and engraving expenses............................. 150,000
Accounting fees and expenses................................ 10,000
Miscellaneous(1)............................................ 12,121
--------
Total(2).......................................... 380,000
========
- ---------------
(1) Includes estimates of Nasdaq listing fees and NASD filing fees.
(2) All amounts listed above are estimates, except for the Securities and
Exchange Commission registration fee.
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 an officer or director 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 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) which 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 by the (i) stockholders, (ii) board of
directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, (iii) 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 (iv) independent
legal counsel, 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
14
The Amended and Restated Certificate of Incorporation, as amended, of the
Registrant 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 director's duty of loyalty to the Registrant or
its stockholders, (ii) for acts or 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 Amended and Restated Bylaws of the Registrant provide
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
Registrant 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 Registrant, by reason of the fact that such
person is or was a director, officer, employee or agent of the Registrant, or is
or was serving at the request of the Registrant 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 Registrant, and with respect to any criminal action or proceeding, such
person had no reasonable cause to believe his conduct was unlawful.
Determination of an 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 Registrant, and with respect to any criminal action or
proceeding, had reasonable cause to believe his conduct was lawful.
The Amended and Restated Bylaws provide that any decision as to
indemnification shall be made: (a) by the Board of Directors of the Registrant
by a majority vote of a quorum consisting of directors who were not parties to
such action, suit or proceeding; or (b) 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 (c) by the stockholders. The
Board of Directors of the Registrant 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 Registrant may purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee or agent of the Registrant.
Further, the Amended and Restated Bylaws of the Registrant 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 which, if its separate
existence had continued, would have had 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 Amended and Restated Bylaws with respect to the resulting or surviving
corporation as such person would have with respect to such constituent
corporation if its separate existence had continued.
The Registrant does not currently maintain a separate insurance policy
relating to its directors and officers; however, the Registrant is currently
considering purchasing and maintaining an insurance policy under which the
directors and officers of the Registrant would be 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.
II-2
15
ITEM 16 -- EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------- -----------
*4.1 -- Amended and Restated Certificate of Incorporation of the
Registrant (filed as Exhibit 3.1 to Registration
Statement on Form 10, Commission File No. 000-25890 and
incorporated herein by reference)
*4.2 -- Certificate of Amendment to the Amended and Restated
Certificate of Incorporation of the Registrant (filed as
Exhibit 3.2 to Annual Report on Form 10-K for the fiscal
year ended December 31, 1996, Commission File No.
000-25890 and incorporated herein by reference)
*4.3 -- Amended and Restated Bylaws of the Registrant (filed as
Exhibit 3.2 to Registration Statement on Form 10,
Commission File No. 000-25890 and incorporated herein by
reference)
*4.4 -- Form of Indenture for Debt Securities (filed as Exhibit
4.4 to Registration Statement on Form S-3, Commission
File No. 333-40331 and incorporated herein by reference)
*4.5 -- Form of Debt Security (included in Exhibit 4.4 (filed as
Exhibit 4.4 to Registration Statement on Form S-3,
Commission File No. 333-40331 and incorporated herein by
reference))
5.1 -- Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
*12.1 -- Statement re Computation of Ratios (filed as Exhibit 12.1
to Registration Statement on Form S-3, Commission File
No. 333-40331 and incorporated herein by reference)
23.1 -- Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
(included in Exhibit 5.1)
23.2 -- Consent of KPMG Peat Marwick LLP
24.1 -- Power of Attorney (filed as Exhibit 24.1 to Registration
Statement on Form S-3, Commission File No. 333-40331 and
incorporated herein by reference and included in the
signature page of this Amendment No. 1)
*25.1 -- Statement of Eligibility of Trustee on Form T-1 (filed as
Exhibit 25.1 to Registration Statement on Form S-3,
Commission File No. 333-40331 and incorporated herein by
reference)
- ---------------
* Previously filed.
ITEM 17 -- UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) 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) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
II-3
16
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 this Registration Statement;
(iii) 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 this Registration
Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply
if the information required to be included in a post-effective amendment by
these paragraphs is contained in periodic reports filed with or furnished by the
Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in this 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; and
(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 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act 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 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 Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-4
17
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 Amendment
No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Valley View, State of Ohio, on December 5, 1997.
INTERNATIONAL ALLIANCE SERVICES, INC.
By: /s/ GREGORY J. SKODA
-------------------------------------
Gregory J. Skoda
Executive Vice President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Michael G. DeGroote and Gregory J. Skoda, and
each of them, with the power to act without the other, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him in his name, place and stead, in any and all capacities,
to sign on his behalf individually and in each capacity stated below any or all
amendments or post-effective amendments to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 1 has been signed by the following persons in the capacities
indicated on December 5, 1997.
SIGNATURE TITLE
--------- -----
/s/ * President, Chief Executive Officer, Chairman
- ----------------------------------------------------- of the Board and Director (Principal
Michael G. DeGroote Executive Officer)
/s/ GREGORY J. SKODA Executive Vice President and Director
- -----------------------------------------------------
Gregory J. Skoda
/s/ CHARLES D. HAMM, JR. Chief Financial Officer and Treasurer
- ----------------------------------------------------- (Principal Accounting and Financial Officer)
Charles D. Hamm, Jr.
/s/ * Director
- -----------------------------------------------------
Rick L. Burdick
/s/ JOSEPH S. DIMARTINO Director
- -----------------------------------------------------
Joseph S. DiMartino
/s/ * Director
- -----------------------------------------------------
Harve A. Ferrill
/s/ * Director
- -----------------------------------------------------
Hugh P. Lowenstein
/s/ * Director
- -----------------------------------------------------
Richard C. Rochon
*By: /s/ GREGORY J. SKODA
------------------------------------------------
Gregory J. Skoda,
as Attorney-in-fact
II-5
18
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
*4.1 -- Amended and Restated Certificate of Incorporation of the
Registrant (filed as Exhibit 3.1 to Registration
Statement on Form 10, Commission File No. 000-25890 and
incorporated herein by reference)
*4.2 -- Certificate of Amendment to the Amended and Restated
Certificate of Incorporation of the Registrant (filed as
Exhibit 3.2 to Annual Report on Form 10-K for the fiscal
year ended December 31, 1996, Commission File No.
000-25890 and incorporated herein by reference)
*4.3 -- Amended and Restated Bylaws of the Registrant (filed as
Exhibit 3.2 to Registration Statement on Form 10,
Commission File No. 000-25890 and incorporated herein by
reference)
*4.4 -- Form of Indenture for Debt Securities (filed as Exhibit
4.4 to Registration Statement on Form S-3, Commission
File No. 333-40331 and incorporated herein by reference)
*4.5 -- Form of Debt Security (included in Exhibit 4.4 (filed as
Exhibit 4.4 to Registration Statement on Form S-3,
Commission File No. 333-40331 and incorporated herein by
reference))
5.1 -- Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
*12.1 -- Statement re Computation of Ratios (filed as Exhibit 12.1
to Registration Statement on Form S-3, Commission File
No. 333-40331 and incorporated herein by reference)
23.1 -- Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
(included in Exhibit 5.1)
23.2 -- Consent of KPMG Peat Marwick LLP
24.1 -- Power of Attorney (filed as Exhibit 24.1 to Registration
Statement on Form S-3, Commission File No. 333-40331 and
incorporated herein by reference and included in the
signature page of this Amendment No. 1)
*25.1 -- Statement of Eligibility of Trustee on Form T-1 (filed as
Exhibit 25.1 to Registration Statement on Form S-3,
Commission File No. 333-40331 and incorporated herein by
reference)
- ---------------
* Previously filed.
1
Exhibit 5.1
[AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. LETTERHEAD]
December 8, 1997
International Alliance Services, Inc.
10055 Sweet Valley Drive
Valley View, Ohio 44125
Ladies and Gentlemen:
We have acted as counsel to International Alliance Services, Inc., a
Delaware corporation (the "Company"), in connection with the filing of a
registration statement on Form S-3 (Registration No. 333-40331) (as amended,
the "Registration Statement") with the Securities and Exchange Commission
pursuant to the Securities Act of 1933 (as amended from time to time, the
"Securities Act"), for the registration of the sale from time to time of up to
$125,000,000 aggregate amount of (i) debt securities of the Company ("Debt
Securities"), consisting of debentures, notes, bonds and other unsecured
evidences of indebtedness in one or more series, (ii) shares of common stock,
par value $0.01 per share, of the Company ("Common Stock") and (iii) warrants
to purchase Common Stock or Debt Securities ("Warrants").
The Debt Securities are to be issued under one or more Indentures (as
amended or supplemented from time to time, the "Indenture") between the Company
and Star Bank, N.A., as trustee (together with any other trustee(s) chosen by
the Company, qualified to act as such under the Trust Indenture Act of 1939 and
appointed in a supplemental indenture with respect to a particular series, the
"Trustee").
We have, as counsel, examined such corporate records, certificates and
other documents and reviewed such questions of law as we have deemed necessary,
relevant or appropriate to enable us to render the opinions expressed below.
In rendering such opinions, we have assumed the genuineness of all signatures
and the authenticity of all documents examined by us. As to various questions of
fact material to such opinions, we have relied upon representations of the
Company.
Based upon such examination and representations, we advise you that, in
our opinion:
1. Assuming that the Indenture, any Debt Securities and any
supplemental indentures to be entered into in connection with the
issuance of such Debt Securities have been duly authorized, when
(i) the Indenture and any supplemental indenture in respect of
the Debt Securities have been duly executed and delivered, (ii)
the terms of the Debt Securities have been duly established in
accordance with the applicable Indenture and the applicable
supplemental indenture relating to such Debt Securities so as not
to violate any applicable law or result in a default under or
breach of any agreement or
2
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
Page 2
instrument binding upon the Company and so as to comply with any
requirement or restriction imposed by any court or governmental
or regulatory body having jurisdiction over the Company, and
(iii) the Debt Securities have been duly executed and
authenticated in accordance with the applicable Indenture and the
applicable supplemental indenture relating to such Debt
Securities and duly issued and delivered by the Company in the
manner contemplated in the Registration Statement and any
prospectus supplement relating thereto, the Debt Securities
(including any Debt Securities duly issued upon the exercise of
any Warrants exercisable for Debt Securities) will constitute
valid and binding obligations of the Company, enforceable in
accordance with their terms, except as (a) the enforceability
thereof may be limited by bankruptcy, insolvency, reorganization,
fraudulent transfer, moratorium or other similar laws now or
hereinafter in effect relating to or affecting the enforcement of
creditors' rights generally, and (b) the availability of
equitable remedies may be limited by equitable principles of
general applicability (regardless of whether considered in a
proceeding at law or in equity).
2. Assuming that a Warrant Agreement relating to the Warrants (the
"Warrant Agreement") has been duly authorized when (i) the
Warrant Agreement has been duly executed and delivered, (ii) the
terms of the Warrants and of their issuance and sale have been
duly established in conformity with the Warrant Agreement
relating to such Warrants so as not to violate any applicable
law or result in a default under or breach of any agreement or
instrument binding upon the Company and so as to comply with any
requirement or restriction imposed by any court or governmental
or regulatory body having jurisdiction over the Company, and
(iii) the Warrants have been duly executed and countersigned in
accordance with the Warrant Agreement relating to such Warrants,
and issued and sold in the form and in the manner contemplated in
the Registration Statement and any prospectus supplement relating
thereto, such Warrants will constitute valid and binding
obligations of the Company, enforceable in accordance with their
terms, except as (a) the enforceability thereof may be limited by
bankruptcy, insolvency, reorganization, fraudulent transfer,
moratorium and other similar laws now or hereinafter in effect
relating to or affecting creditors' rights generally, and (b) the
availability of equitable remedies may be limited by equitable
principles of general applicability (regardless of whether
considered in a proceeding at law or in equity).
3. When all necessary corporate action on the part of the Company
has been taken to authorize the issuance and sale of such shares
of Common Stock proposed to be sold by the Company, and when such
shares of Common Stock
3
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
Page 3
are issued and delivered in accordance with the applicable underwriting
or other agreement, such shares of Common Stock (including any shares
of Common Stock issued (i) upon exercise of any Warrants for Common
Stock or (ii) upon conversion of any Debt Securities that are
convertible or exchangeable for Common Stock) will be validly issued,
fully paid and nonassessable.
In connection with the opinions expressed above, we have assumed that, at
or prior to the time of the delivery of any such security, (i) the Board of
Directors (and, to the extent required by applicable law, the stockholders of
the Company) shall have duly established the terms of such security and duly
authorized and approved the issuance and sale of such security and such
authorization shall not have been modified or rescinded, (ii) there are
sufficient authorized and unissued shares of Common Stock to satisfy such
issuance and to satisfy any exchange or conversion of the securities so issued,
(iii) the Registration Statement shall have been declared effective and such
effectiveness shall not have been terminated or rescinded, (iv) there shall not
have occurred any change in law affecting the validity or enforceability of such
security, (v) there shall not have occurred any change in the Certificate of
Incorporation or Bylaws of the Company and (vi) any instrument or agreement,
including without limitation, the Indenture, any supplemental indenture and the
Warrant Agreement, signed by a party other than the Company shall have been duly
authorized and approved and validly executed by such party. We have also assumed
that the consideration received by the Company for such securities in any such
issuance is lawful consideration and equals or exceeds in value the aggregate
par value of the securities issued and that none of the terms of any security to
be established subsequent to the date hereof, nor the issuance or delivery of
such security, nor the compliance by the Company with the terms of such security
will violate any applicable law or will result in a violation of any provision
of any instrument or agreement then binding upon the Company or its then
applicable Certificate of Incorporation or Bylaws, or any restriction imposed by
any court or governmental body having jurisdiction over the Company.
We are members of the Bar of the State of Texas and the foregoing opinion
is limited to the laws of the State of Texas, the Delaware General Corporation
Law and the federal laws of the United States of America.
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.
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.
Very truly yours,
/s/ AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P
-------------------------------------------
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P
1
EXHIBIT 23.2
The Board of Directors
International Alliance 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 Registration
Statement.
KPMG PEAT MARWICK LLP
Cleveland, Ohio
December 9, 1997
