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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 28, 1998
REGISTRATION NO. 333-15413
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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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)
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GREGORY J. SKODA
EXECUTIVE VICE PRESIDENT
6480 ROCKSIDE WOODS BOULEVARD SOUTH
SUITE 330
CLEVELAND, OHIO 44131
(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent for Service)
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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
(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. [ ]
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Information contained herein is subject to completion or amendment. A
Registration Statement relating to these securities have been filed with the
Securities and Exchange Commission. These securities may neither be sold nor
may offers to buy be accepted prior to the time the Registration Statement
becomes effective. This Prospectus shall neither constitute an offer to sell or
the solicitation of any 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 September 28, 1998
PROSPECTUS
26,714,231 SHARES
CENTURY BUSINESS SERVICES, INC.
Common Stock
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This Prospectus relates to an aggregate of 26,714,231 shares (the
"Shares") of common stock, par value $0.01 per share ("Common Stock"), of
Century Business Services, Inc. ("Century" or the "Company"), a Delaware
corporation formerly known as International Alliance Services, Inc., which may
be offered from time to time (the "Offering") by persons (the "Selling
Stockholders") who have acquired such Shares in certain private equity offerings
and certain acquisitions of businesses by the Company not involving a public
offering, including 11,259,110 Shares which may be offered for sale by certain
of the Selling Stockholders who may acquire such Shares pursuant to the exercise
of certain warrants. The Shares are being registered under the Securities Act of
1933, as amended, and the rules and regulations promulgated thereunder (the
"Securities Act"), on behalf of the Selling Stockholders to permit the public
sale or other distribution of the Shares.
The Shares may be sold or distributed from time to time by or for the
account of the Selling Stockholders, or by their pledgees on behalf of the
Selling Stockholders, in transactions (which may involve crosses and block
transactions) on the Nasdaq National Market ("Nasdaq") or any national
securities exchange or U.S. inter-dealer quotation system of a registered
national securities association on which the Shares are then listed, in the
over-the-counter market, in one or more privately negotiated transactions
(including sales pursuant to pledges), through the writing of options on the
Shares, in a combination of such methods of distribution or by any other legally
available means. This Prospectus also may be used, with the Company's consent,
by donees of the Selling Stockholders, or by other persons acquiring Shares who
wish to offer and sell such Shares under circumstances requiring or making
desirable its use. Such methods of sale may be conducted by the Selling
Stockholders at market prices prevailing at the time of sale, at prices related
to such prevailing market prices or at prices otherwise negotiated. The Selling
Stockholders may effect such transactions directly, or indirectly through
broker-dealers or agents acting on their behalf and, in connection with such
sales, such broker-dealers or agents may receive compensation in the form of
commissions or discounts from the Selling Stockholders and/or the purchasers of
the Shares for whom they may act as agent or to whom they sell Shares as
principal or both (which commissions or discounts might be in excess of
customary commissions). To the extent required, the Company will file, during
any period in which offers or sales are being made, one or more supplements to
this Prospectus to set forth the names of donees of Selling Stockholders and any
other material information with respect to the plan of distribution not
previously disclosed. See "Plan of Distribution."
The Company will not receive any of the proceeds from the sale of the
Shares offered hereby. The Company will bear all expenses incident to the
registration of the Shares under federal and state securities laws and the sale
of the Shares hereunder other than expenses incident to the delivery of the
Shares to be sold by the Selling Stockholders, including any transfer taxes
payable on any Shares and any commissions and discounts payable to underwriters,
agents or dealers.
The Common Stock is quoted on Nasdaq under the symbol "CBIZ." On
September 24, 1998, the last reported sale price for the Common Stock as
reported by Nasdaq was $22.625 per share. The Company had 62,109,420 shares of
Common Stock issued and outstanding as of September 15, 1998.
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE MATTERS SET FORTH
UNDER THE CAPTION "RISK FACTORS" BEGINNING ON PAGE 3 OF THIS PROSPECTUS.
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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.
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The date of this Prospectus is September , 1998.
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THE COMPANY
Century is a diversified services company that 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 130 Company offices in 29 states, as well as
through its subsidiary, Century Small Business Solutions, Inc. ("Century Small
Business Solutions"), a franchisor of accounting services with approximately 650
franchisee offices located in 47 states. As of September 1998, the Company
served approximately 102,000 clients, of which approximately 54,000 are served
through the Century Small Business Solutions franchisee network. Management
estimates that the Company's clients employ over one million employees,
including 400,000 employed by clients of the franchise network. For the six
month period ended June 30, 1998, no one client of the Company represented over
1% of the Company's revenues.
The Company's clients typically have fewer than 500 employees and focus
their resources on operational competencies while allowing Century 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
then-existing insurance platform. 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 Century 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'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.
The principal executive office of Century is located at 6480 Rockside
Woods Boulevard South, Suite 330, Cleveland, Ohio 44131, and its telephone
number is (216) 447-9000.
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RISK FACTORS
Prospective investors in the Common Stock should carefully evaluate all
of the information contained in this Prospectus and the information incorporated
herein by reference and, in particular, the following before making an
investment in the Common Stock.
ACQUISITION STRATEGY RISKS
The Company intends to continue to grow significantly through the
acquisition of additional strategic and complementary businesses. However, there
can be no assurance that the Company will be able to identify appropriate
acquisition candidates or, to the extent identified, acquire such additional
businesses on satisfactory terms or at all. In addition, the Company expects to
face competition for acquisition candidates, which may limit the number of
appropriate acquisition opportunities and may lead to higher acquisition prices.
Furthermore, acquisitions involve a number of special risks, including possible
adverse effects on the Company's operating results, diversion of management's
attention, failure to retain key personnel of the acquired business and risks
associated with unanticipated events or liabilities, some or all of which could
have a material adverse effect on the Company's business, financial condition
and results of operations. As a result, there can be no assurance that
businesses acquired in the future will achieve anticipated revenues and
earnings.
FINANCING OF ACQUISITIONS
The timing, size and success of the Company's acquisition efforts and
the associated capital commitments cannot be readily predicted. The Company
currently intends to finance future acquisitions by using shares of its Common
Stock for a significant portion of the consideration to be paid. In the event
that the Common Stock does not maintain a sufficient market value, or potential
acquisition candidates are otherwise unwilling to accept Common Stock as part of
the consideration for the sale of their businesses, the Company may be required
to utilize more of its cash resources, if available, in order to maintain its
acquisition program. If the Company does not have sufficient cash resources, its
growth could be limited unless it is able to obtain additional capital through
debt or equity financing. The Company has recently amended its bank line of
credit to $100 million to fund its working capital and acquisition needs;
however, there can be no assurance that the Company will be able to maintain the
line of credit, access the public securities markets or obtain other financing
for its acquisition program on terms that the Company deems acceptable.
ABILITY TO MANAGE GROWTH
The Company's business has grown significantly in size and complexity
over the past two years, placing significant demands on the Company's management
systems, internal controls and financial and physical resources. In order to
meet such demands, the Company intends to continue to hire new employees and
invest in new equipment and make other capital expenditures. In addition, the
Company expects that it will need to further develop its financial and
managerial controls and reporting systems and procedures to accommodate any
future growth. Failure to expand any of the foregoing areas in an efficient
manner could have a material adverse effect on the Company's business, financial
condition and results of operations. The Company is currently in the process of
integrating recent acquisitions with the Company's business and, in doing so,
will need to manage various businesses and their employees in geographically
diverse areas. There can be no assurance that the Company can successfully
integrate any acquired business into the Company without substantial costs,
delays or other operational or financial problems. Moreover, any inability to
manage growth effectively could have a material adverse effect on the Company's
business, financial condition and results of operations.
RISKS RELATED TO INTANGIBLE ASSETS
Recent acquisitions have resulted in significant increases in goodwill,
and the Company anticipates that such increases will continue as a result of
future acquisitions. Goodwill, which relates to the excess of cost over the fair
value of net identifiable assets of businesses acquired, was approximately
$167.9 million at June 30, 1998, representing approximately 36.9% of the
Company's total assets. The Company amortizes goodwill on a straight-line basis
for periods not exceeding 40 years. There can be no assurance that the value of
intangible assets will ever be realized by the Company. On an ongoing basis, the
Company makes an evaluation of whether events and
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circumstances indicate that all or a portion of the carrying value of intangible
assets may no longer be recoverable, in which case an additional charge to
earnings will be necessary. Although at June 30, 1998 the net unamortized
balance of intangible assets was not considered to be impaired, any future
determination requiring the write-off of a significant portion of unamortized
intangible assets could have a material adverse effect on the Company's
business, financial condition and results of operations.
RISKS ASSOCIATED WITH PROFESSIONAL SERVICE PROVIDERS
The Company's employee benefits and pension administration and tax
services are subject to various risks resulting from errors and omissions in
processing and filing benefit and pension plan forms and tax returns in
accordance with governmental regulations and the respective plans. The Company
processes data received from employees and employers and may be subject to
liability for any late or misfiled plan forms or tax returns. In addition,
failure to properly file plan forms or tax returns could have a material adverse
effect on the Company's reputation and adversely affect its relationships with
existing clients and its ability to gain new clients. The Company's employee
benefits and pension administration and tax services are also dependent upon
governmental regulations, which are subject to continuous change that could
reduce or eliminate the need for such services. In addition, the Company's other
professional business services, including accounting, valuation and financial
planning, entail an inherent risk of professional malpractice and other similar
claims.
The Company maintains errors and omissions insurance coverage that it
believes will be adequate both as to risks and amounts. Although management
believes its insurance coverage amounts are adequate, there can be no assurance
that the Company's actual future claims will not exceed the coverage amounts. If
the Company experiences a large claim on its insurance, the rates for such
insurance may increase. The Company's ability to incorporate such increases into
service fees to clients could be constrained by contractual arrangements with
clients. As a result, such insurance rate increases could have a material
adverse effect on the Company's business, financial condition and results of
operations.
COMPETITION
The outsourced business services industry has been highly competitive
in recent years. This has resulted in the consolidation of many companies and
strategic alliances across industry lines. Competition is particularly acute
among small and medium sized providers because larger providers or strategic
alliances with larger providers can create service and price distortions in the
marketplace. The Company competes with these large providers, in-house employee
services departments, local outsourcing companies and independent consultants.
In addition, the Company may compete with marketers of related services and
products that may offer outsourced business services in the future. In recent
years, competition in the specialty insurance industry has led to the
consolidation of some of the industry's largest companies. Competition is
particularly acute among smaller, specialty carriers like the Company because
the market niches exploited by the Company are small and can be penetrated by a
larger carrier that elects to cut prices or expand coverage.
The Company has also experienced, and expects to continue to
experience, competition from new entrants into its markets. Increased
competition could result in pricing pressures, loss of market share and loss of
clients, any of which could have a material adverse effect on the Company's
business, financial condition and results of operations. Many of the Company's
competitors have longer operating histories and significantly greater financial,
technical, marketing and other resources than the Company, including name
recognition with current and potential customers. New competitors or alliances
among competitors may emerge and rapidly acquire significant market share. There
can be no assurance that the Company will be able to compete successfully
against current and future competitors, or that competitive pressure faced by
the Company will not have a material adverse effect on its business, financial
condition and results of operations.
NEED TO ATTRACT AND RETAIN EXPERIENCED PERSONNEL
The Company's success depends to a significant degree on its ability to
attract and retain experienced employees. There is substantial competition for
experienced personnel, which the Company expects to continue. Many of the
companies with which the Company competes for experienced personnel have greater
financial and other resources than the Company. In the future, the Company may
experience difficulty in recruiting and retaining
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sufficient numbers of qualified personnel. The inability of the Company to
attract and retain experienced personnel could have a material adverse effect on
its business, financial condition and results of operations.
DEPENDENCE ON KEY PERSONNEL
The Company depends and will continue to depend in the foreseeable
future on the services of its executive officers and key employees with
extensive experience and expertise in the outsourced business services industry.
The ability of the Company to retain its officers and key employees is important
to the success of the Company. The loss of key personnel, whether by resignation
or otherwise, could have a material adverse effect on the Company. The Company
does not maintain key personnel insurance on any of its officers or employees.
RELIANCE ON INFORMATION PROCESSING SYSTEMS AND YEAR 2000 COMPLIANCE
The Company's business depends, in part, upon its ability to store,
retrieve, process and manage significant databases and, periodically, to expand
and upgrade its information processing capabilities. The Company primarily
utilizes personal computers and laptops connected to a local area network to
satisfy its information processing requirements. Interruption or loss of the
Company's information processing capabilities through loss of stored data,
security breach, breakdown or malfunction of computer equipment or software
systems, telecommunications failure, conversion difficulties or damage to the
Company's computer equipment or software systems could have a material adverse
effect on the Company's business, financial condition and results of operations.
Currently, the Company is reviewing its internal information management
and other systems in order to identify and modify any products, services or
systems that are not Year 2000 compliant. Until recently, many computer programs
were written to store only two digits of year-related date information in order
to make the storage and manipulation of such data more efficient. Programs which
use two-digit date fields, however, may not be able to distinguish between such
years as 1900 and 2000. In certain situations, this date limitation could result
in system failures or miscalculations, potentially causing disruptions of
business processes or system operations.
The Company has been and continues to review the potential overall
impact of such Year 2000 risks on the Company's business, financial condition
and results of operations. To date, the Company has not encountered any material
Year 2000 problems with its computer systems or any other equipment. Based on
its ongoing survey of such risks for the Company, its subsidiaries and recently
acquired businesses, management estimates that the total cost of the Company's
Year 2000 compliance activities will be approximately $1.0 to $2.0 million. This
estimate assumes that all businesses that have been and that may be acquired in
the future by the Company will not have significant Year 2000 compliance issues.
However, there can be no assurance that actual compliance costs will fall within
the range of this estimate, that any future acquisition of a business will not
require substantial Year 2000 compliance expenditures or that precautions that
the Company has taken to protect itself from or minimize the impact of such
events will be adequate. Any damage to the Company's data information processing
system, failure of telecommunications links or breach of the security of the
Company's computer systems could result in an interruption of the Company's
operations or other loss which may not be covered by the Company's insurance.
Any such event could have a material adverse effect on the Company's business,
financial condition and results of operations.
RISK OF INADEQUATE PRICING OF INSURANCE
The primary risk of any insurance carrier is the risk of inadequate
pricing, which is the risk that the premiums charged for insurance and insurance
related products are insufficient to cover the costs associated with the
distribution of such products. These costs include claim and loss costs, loss
adjustment expenses, acquisition expenses and other corporate expenses. The
Company utilizes a variety of actuarial and qualitative methods to set price
levels. Ultimately, however, pricing depends upon an evaluation of prior
experience as a predictor of future experience. Events or trends that have not
occurred in the past may not be anticipated for the future and, therefore, could
result in inadequate pricing leading to elevated levels of losses. Such losses,
if they were to occur, could have a material adverse effect on the Company's
business, financial condition and result of operations.
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UNANTICIPATED LOSSES DUE TO INADEQUATE RESERVE ESTIMATES
When insurance claims are made, the ultimate amount of liability cannot
be determined until claims are paid to the satisfaction of the insured or until
litigation finally determines liability in disputed cases. Since the process of
litigation and settlement can continue for years, the Company can only assess
its ultimate liability (and the ultimate expense of litigating disputed issues)
by estimation. These estimates, or reserves for losses and loss adjustment
expense (which, as of June 30, 1998, were approximately $55.5 million), are,
like prices, determined by a variety of actuarial and qualitative methods based
on prior experience. There can be no assurance that such reserves will be
sufficient to cover the ultimate liabilities of the Company for policy and bond
exposures.
The Company uses a reserving system which it believes will enable it to
meet claims obligations. Due to the nature of some of the coverages written,
claims may be presented which may not be settled for many years after they are
incurred; thus, subjective judgments as to the ultimate exposure to losses are
an integral and necessary component of the loss reserving process. The Company
regularly reviews reserves, using a variety of statistical and actuarial
techniques to analyze current claim costs, frequency and severity data, and
prevailing economic, social and legal factors. Reserves established in prior
years are adjusted as dictated by changes in loss experience and as new
information becomes available. An integral part of the reserve policy of the
Company includes a reserve for incurred but not reported ("IBNR") losses. There
can be no assurance that the assumptions upon which reserves are based are valid
or will be valid in the future. To help assure the adequacy of its IBNR reserves
and individual case reserves, the Company submits to an annual review by
professional actuaries who test reserve adequacy with a variety of sophisticated
mathematical models. In recent years, such actuaries have certified that reserve
levels of the Company are adequate. There can be no assurance, however, that the
modeling techniques of these actuaries will correctly forecast the adequacy of
the Company's reserves. The inadequacy of the Company's insurance reserves may
result in unanticipated losses which could have a material adverse effect on its
business, financial condition and results of operations.
CHANGE IN GOVERNMENTAL REGULATION
The Company is affected by legislative law changes with respect to its
provision of payroll, employee benefits and pension plan administration, tax,
accounting and workers' compensation design and administration services.
Legislative changes may expand or contract the types and amounts of business
services that are required by individuals and businesses. There can be no
assurance that future laws will provide the same or similar opportunities to
provide business consulting and management services to individuals and
businesses that are provided today by existing laws.
The Company is also affected by both judicial and legislative law
changes with respect to its specialty insurance business. Judicial expansion of
terms of coverage can increase risk coverage beyond levels contemplated in the
underwriting and pricing process. In addition, surety bond coverages that are
established by statute may be adversely affected by legislative or
administrative changes of law. When government agencies change the threshold for
requiring surety, the demand for surety bonds is directly affected. An increase
in the threshold for requiring surety could have a material adverse effect on
the Company's business, financial condition and results of operations.
INADEQUATE REINSURANCE PROTECTION OF INSURANCE LIABILITIES
The Company depends heavily on reinsurers to assume a substantial
portion of the exposures underwritten by it. Failure by one or more reinsurers
(who are assuming risks from many sources over which the Company has no control)
could have a material adverse effect on the Company's business, financial
condition and results of operation, since the Company would then be obligated to
pay all or a portion of the failed reinsurer's portion of losses. Moreover, the
adequacy of reinsurance (even assuming the solvency of all reinsurers) is a
matter of estimation. As with pricing and reserving, procurement of reinsurance
is premised upon assumptions about the future based upon past experience.
Unanticipated events or trends could produce losses inadequately covered by
reinsurance which could have a material adverse effect on the Company's
business, financial condition and results of operations.
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MARKET REVERSES IN INVESTED INSURANCE-RELATED ASSET PORTFOLIO
Investment of the Company's insurance-related assets is critical to the
maintenance of the Company's solvency and profitability. The Company maintains a
policy of investing primarily in debt instruments of government agencies and
corporate entities with quality ratings of A or better, and diversifying
investments sufficiently to minimize the risk of a substantial reverse or
default in any one investment. These policies are articulated by a written
policy statement and overseen by a formal investment committee of senior Company
officials. The Company also employs professional investment advisers to counsel
it on matters of policy as well as individual investment transactions, although
these advisers have no discretionary authority to deploy the Company's assets.
Notwithstanding these measures, an aggregation of serious reverses or defaults
in the investment portfolio could have a material adverse affect on the
Company's business, financial condition and results of operations.
VOLATILITY OF TRADING PRICE
The quoted price of the Common Stock could fluctuate widely in response
to variations in the Company's quarterly operating results, changes in earnings
estimates by securities analysts, changes in the Company's business and changes
in general market or economic conditions. In addition, in recent years, the
stock market has experienced extreme price and volume fluctuations which have
significantly affected the quoted prices of the securities of many growth
companies without regard to their specific operating performance. Such market
fluctuations could have a material adverse effect on the quoted price of the
Common Stock.
CONTROL BY EXISTING STOCKHOLDERS
As of September 15, 1998, the Company's executive officers, directors
and principal stockholders beneficially owned an aggregate of 31,133,725 shares
of Common Stock of the Company (including shares that may be acquired upon
exercise of options or warrants within 60 days after the date of this
Prospectus), constituting approximately 45.45% of the outstanding shares of
Common Stock. Included in such amount are an aggregate of 22,391,556 shares of
Common Stock of the Company (including shares that may be acquired upon exercise
of options or warrants within 60 days after the date of this Prospectus)
beneficially owned by Messrs. DeGroote and Huizenga, constituting approximately
31.68% of the outstanding shares of the Common Stock. Accordingly, such persons
are in a position to have significant influence with regard to or control
actions that require the consent of the holders of a majority of the Company's
outstanding voting stock, including the election of directors.
ANTI-TAKEOVER EFFECT OF DELAWARE GENERAL CORPORATION LAW
Certain provisions of the Delaware General Corporation Law may
discourage takeover attempts that have not been approved by the Board of
Directors.
POSSIBLE DEPRESSING EFFECT OF FUTURE SALES OF THE COMPANY'S COMMON STOCK
Future sales of Common Stock, or the perception that such sales could
occur, could adversely affect the market price of the Company's Common Stock.
There can be no assurance as to when, and how many of, the shares will be sold
and the effect such sales may have on the market price of the Common Stock. As
of the date of this Prospectus, the Company has registered under the Securities
Act an aggregate of 37,953,889 shares of the Common Stock for resale by
certain selling stockholders from time to time under this and certain other
shelf registration statements. In addition, the Company has registered under the
Securities Act pursuant to a universal shelf registration statement an aggregate
of $125 million of the Common Stock, debt securities and warrants to purchase
Common Stock or debt securities to be offered from time to time to the public
and has registered pursuant to an acquisition shelf registration statement an
aggregate of 7,729,468 shares of Common Stock to be offered from time to time in
connection with certain of its acquisitions. The Company has 32,698,064 shares
of Common Stock, which include shares issuable upon the exercise of outstanding
warrants, that are subject to various lock-up agreements. The terms of such
lock-up agreements will expire with respect to 19,423,602 of such shares by
December 31, 1998, at which time the Company is obligated to register such
shares under the Securities Act for resale, unless such shares may be sold
without registration pursuant to Rule 144 of the Securities Act or otherwise. As
such restrictions lapse or if such shares are registered for sale to the public,
such securities may be sold to the public.
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NO DIVIDENDS
The payment and level of dividends on Common Stock are subject to the
discretion of the Board of Directors of the Company. The payment of dividends
will depend upon business decisions that will be made by the Board of Directors
of the Company from time to time based upon the results of operations and
financial condition of the Company and its subsidiaries and such other
considerations as the Board of Directors considers relevant. In addition, the
Company's credit facility contains restrictions on the Company's ability to pay
dividends. The Company has not paid cash dividends on its Common Stock since
April 27, 1995, and the Company's Board of Directors does not anticipate paying
cash dividends in the foreseeable future. The Company currently intends to
retain future earnings to finance the ongoing operations and growth of the
business.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares offered hereby. The Company will bear all expenses incident to the
registration of the Shares under federal and state securities laws and the sale
of the Shares hereunder other than expenses incident to the delivery of the
Shares, including any transfer taxes payable on any Shares and any commissions
and discounts payable to underwriters, agents or dealers.
SELLING STOCKHOLDERS
The following table sets forth the name of each Selling Stockholder,
the number of shares of Common Stock beneficially owned by each Selling
Stockholder as of September 15, 1998, and the number of Shares registered hereby
that each Selling Stockholder may offer and sell pursuant to this Prospectus.
However, because the Selling Stockholders may offer all, some or none of the
Shares at any time and from time to time after the date hereof, and because the
offering contemplated by this Prospectus is currently not being underwritten, no
estimate can be given as to the number of Shares that will be held by each
Selling Stockholder upon or prior to completion of the Offering. To the
knowledge of the Company, none of the Selling Stockholders has had any material
relationship with the Company except as set forth in the footnotes to the
following table and as more fully described elsewhere in this Prospectus
(including the information incorporated by reference in this Prospectus).
BENEFICIAL OWNERSHIP AFTER
OFFERING
BENEFICIAL OWNERSHIP PRIOR (ASSUMING ALL SHARES
TO OFFERING(+) REGISTERED ARE SOLD) (+)
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NUMBER OF
SHARES BEING
PERCENT REGISTERED PERCENT
NAME SHARES OF TOTAL IN THE OFFERING SHARES OF TOTAL
- ----------------------------------------------------------------------------------------------------------------------
Alliance Global ENV. Fund Inc. (1)...... 300,000 * 300,000 -- --
Azimuth & Co. (1)....................... 1,289,622 (2) 2.08% 1,289,622 (2) -- --
Berkeley Technology Investments
Limited(3)............................ 523,434 (4) * 85,000 (5) 438,434 *
Boyas Excavating, Inc................... 545,980 (6) * 217,022 (6) 328,958 *
Bryan, J. P............................. 28,000 (7) * 20,000 (8) 8,000 *
Burdick, Rick L. (9).................... 59,034 (10) * 9,034 50,000 *
Calvary Lutheran Church................. 2,000 * 2,000 -- --
Colton, John L.......................... 22,000 (5) * 22,000 (5) -- --
Comeau Trust............................ 12,000 (5) * 12,000 (5) -- --
Gowland, Douglas R. (11)................ 273,100 (12) * 93,000 180,100 *
Huizenga Investments Limited
Partnership (13)................... 7,644,444 (14) 12.31% 7,644,444 (14) -- --
Koogler, Donald E....................... 72,000 (5) * 72,000 (5) -- --
8
10
BENEFICIAL OWNERSHIP AFTER
OFFERING
BENEFICIAL OWNERSHIP PRIOR (ASSUMING ALL SHARES
TO OFFERING (+) REGISTERED ARE SOLD) (+)
----------------------------- -----------------------------
NUMBER OF
SHARES BEING
PERCENT REGISTERED PERCENT
NAME SHARES OF TOTAL IN THE OFFERING SHARES OF TOTAL
- ----------------------------------------------------------------------------------------------------------------------
Lant & Co. (1).......................... 300,000 * 300,000 -- --
Luchak, Fred (15)....................... 136,000 * 100,000 36,000 *
Massachusetts Mutual Life Insurance
Company............................ 600,700 (16) 550,000 (16) 50,700 *
Melk, John J............................ 333,333 (5) * 333,333 (5) -- --
Raptor Global Fund, L.P. (17)........... 37,111 (5) * 37,111 (5) -- --
Raptor Global Fund, Ltd. (17)........... 82,667 (5) * 82,667 (5) -- --
Schneider, John A., Jr.................. 11,000 (5) * 11,000 (5) -- --
Shipmaster & Co......................... 280,000 (18) * 280,000 (18) -- --
Shlopak, Gregory P...................... 111,110 (19) * 111,110 (19) -- --
Sophia Management Ltd.(20).............. 3,873,132 (21) 6.24% 1,509,100 2,364,032 (22) 3.81%
Trapazoid & Co. (1)..................... 19,400 (23) * 19,400 (23) -- --
Tudor Arbitrage Partners, L.P........... 9,610 (24) * 9,610 (24) -- --
Tudor BVI Futures, Ltd.................. 93,078 (25) * 93,078 (25) -- --
Watt, James............................. 200,000 (26) * 200,000 (26) -- --
Westbury (Bermuda) Ltd. (27)............ 14,747,112 (28) 23.74% 13,136,000 (28) 1,611,112 (29) 2.59%
Whelk & Co. (1)......................... 64,900 * 64,900 -- --
Wirerope & Co. (1)...................... 110,800 (30) * 110,800 (30) -- --
============= ============= =============
TOTALS:............... 31,781,567 26,714,231 5,067,336
============= ============= =============
- -----------------------------------------
* Less than one percent.
+ Shares of Common Stock that are not outstanding but that may be acquired by
a person upon exercise of options or warrants within 60 days after the date
of this Prospectus are deemed outstanding for the purpose of computing the
number of shares and the percentage of outstanding shares beneficially
owned by such person; however, such shares are not deemed outstanding for
the purpose of computing the percentage of outstanding shares beneficially
owned by any other person.
(1) These shares are beneficially owned by Alliance Capital Management L.P.
("Alliance Capital"). Prior to the Offering, Alliance Capital is deemed to
beneficially own an aggregate of 2,822,022 shares of Common Stock, which
includes 811,111 shares of Common Stock issuable upon exercise of
outstanding warrants. After the Offering, Alliance Capital is deemed to
beneficially own an aggregate of 737,300 shares of Common Stock, the sale
of which is not being registered in the Offering.
(2) Includes 740,311 shares of Common Stock issuable upon exercise of
outstanding warrants, of which 191,000 were previously registered as owned
by Whelk & Co., an affiliate of Alliance Capital.
(3) Berkeley Investments Capital Corporation may be deemed to be the beneficial
owner of the shares of Common Stock owned by Berkeley Technology
Investments Limited and of the 246,565 shares of Common Stock owned by
London Pacific Life & Annuity Company, all of which are affiliated
entities.
(4) Includes 85,000 shares of Common Stock issuable upon exercise of
outstanding warrants.
(5) All such shares of Common Stock are issuable upon exercise of outstanding
warrants.
(6) Includes 111,111 shares of Common Stock issuable upon exercise of
outstanding warrants.
(7) Includes 14,000 shares of Common Stock issuable upon exercise of
outstanding warrants.
(8) Includes 16,000 shares of Common Stock issuable upon exercise of
outstanding warrants, of which Mr. Bryan beneficially owns 4,000 shares
within the meaning of Rule 13d-3 under the Exchange Act.
(9) Mr. Burdick has been a director of the Company since October 1997 and is a
partner with the law firm of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
("Akin Gump"). Akin Gump has provided legal services to the Company and
certain of its affiliates from time to time for which it received customary
compensation in each of the years from 1995 to 1998.
(10) Includes 9,034 shares of Common Stock issuable upon exercise of outstanding
warrants and 50,000 shares of Common Stock issuable upon exercise of
outstanding options granted to Mr. Burdick.
9
11
- --------------------------------------------------------------------------------
(11) Mr. Gowland has served as Senior Vice President - Business Integration
since November 1997, and as a director of the Company from April 1995
through November 1997. From April 1995 until October 1996, Mr. Gowland
served as the Company's Executive Vice President and Chief Operating
Officer.
(12) Includes 70,000 shares of Common Stock issuable upon exercise of
outstanding warrants and 80,000 shares of Common Stock issuable upon
exercise of outstanding options granted to Mr. Gowland.
(13) Huizenga Investments Limited Partnership is a limited partnership
controlled by Mr. H. Wayne Huizenga.
(14) Includes 4,222,222 shares of Common Stock issuable upon exercise of
outstanding warrants.
(15) Mr. Luchak is a director of Westbury (Bermuda) Ltd. ("Westbury"), formerly
known as MGD Holdings.
(16) Includes 275,000 shares of Common Stock owned of record by Gerlach & Co.,
as nominee, which are issuable upon exercise of outstanding warrants, and
275,000 shares of Common Stock owned of record by Massachusetts Mutual Life
Insurance Company, which are issuable upon exercise of outstanding
warrants. Also includes 50,700 shares of Common Stock registered under the
Company's Registration Statement on Form S-3 (Registration No. 333-46687).
(17) Each of these entities has a common investment advisor, Tudor Investment
Corp. ("Tudor") which is deemed to be the beneficial owner of all of the
shares held by such entities.
(18) All of such shares of Common Stock are issuable upon exercise of
outstanding warrants, and are beneficially owned by Mitchell Hutchins Paine
Webber.
(19) Includes 55,555 shares of Common Stock issuable upon exercise of
outstanding warrants.
(20) Sophia Management Ltd. is managed by Messers. Edward F. Feighan, who served
as Senior Vice President - Public Affairs of the Company from November 1997
to July 1998 and as Chief Executive Officer, President and a Director of
the Company from October 1996 through November 1997; Joseph E. LoConti, who
served as a Director of the Company from April 1995 until March 1997 and as
Vice Chairman of the Company from October 1996 until March 1997; Gregory J.
Skoda, who has served as Executive Vice President and a Director of the
Company since November 1997 and the Chief Financial Officer and Treasurer
of the Company from November 1996 through November 1997; and Craig L. Stout
who has served as Senior Vice President - Insurance Services since November
1997 and as Chief Operating Officer and a Director of the Company from
October 1996 through November 1997.
(21) Includes 1,325,710 shares of Common Stock issuable upon exercise of
outstanding warrants.
(22) Includes 1,029,750 shares registered under the Company's Registration
Statement on Form S-3 (Registration No. 333-27825).
(23) Includes 9,700 shares of Common Stock issuable upon exercise of outstanding
warrants. See Footnote 2.
(24) Consists of 55 shares of Common Stock beneficially owned by Tudor and 9,555
shares of Common Stock issuable upon exercise of outstanding warrants.
(25) Consists of 189 shares of Common Stock beneficially owned by Tudor and
includes 92,889 shares of Common Stock issuable upon exercise of
outstanding warrants.
(26) Includes 100,000 shares of Common Stock issuable upon exercise of
outstanding warrants. Mr. Watt is a director of Westbury.
(27) Westbury is affiliated with Mr. Michael G. DeGroote. Mr. DeGroote has
served as Chairman of the Board and a Director of the Company since April
1995 and as President and Chief Executive Officer of the Company from
October 1997 to the present and from April 1995 until October 1996.
(28) Includes 4,355,556 shares of Common Stock issuable upon exercise of
outstanding warrants.
(29) Includes 1,111,112 shares of Common Stock registered under the Company's
Registration Statement on Form S-3 (File No. 333-27825).
(30) Includes 61,100 shares of Common Stock issuable upon exercise of
outstanding warrants.
PLAN OF DISTRIBUTION
The Shares may be sold or distributed from time to time by or for the
account of the Selling Stockholders, or by pledgees, donees, transferees or
other successors in interest, in transactions (which may involve crosses and
block transactions) on Nasdaq or any national securities exchange or U.S.
inter-dealer quotation system of a registered national securities association on
which the Shares are then listed, in the over-the-counter market, in one or more
privately negotiated transactions (including sales pursuant to pledges), through
the writing of options on the Shares, in a combination of such methods of
distribution or by any other legally available means. The Selling Stockholders
may also loan or pledge the Shares registered hereunder to a broker-dealer and
the broker-dealer may sell the Shares so loaned or upon a default the
broker-dealer may effect sales of the pledged Shares pursuant to this
Prospectus. The Shares may also be transferred by each Selling Stockholder in
other ways not involving market makers or established trading markets, including
directly by gift, distribution or other transfer without consideration, and upon
any such transfer the transferee would have the same right of sale as such
Selling Stockholder under this Prospectus.
10
12
This Prospectus also may be used, with the Company's consent, by donees
of the Selling Stockholders, or by other persons acquiring Shares and who wish
to offer and sell such Shares under circumstances requiring or making desirable
its use. Such methods of sale may be conducted by the Selling Stockholders at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at prices otherwise negotiated. The Selling
Stockholders may effect such transactions directly, or indirectly through
broker-dealers or agents acting on their behalf and, in connection with such
sales, such broker-dealers or agents may receive compensation in the form of
commissions or discounts from the Selling Stockholders and/or the purchasers of
the Shares for whom they may act as agent or to whom they sell Shares as
principal or both (which commissions or discounts might be in excess of
customary commissions). To the extent required by applicable law, the Company
will file, during any period in which offers or sales are being made, one or
more supplements to this Prospectus to set forth the names of donees of Selling
Stockholders and any other material information with respect to the plan of
distribution not previously disclosed.
The Selling Stockholders and any such underwriters, brokers, dealers or
agents that participate in such distribution may be deemed to be "underwriters"
within the meaning of the Securities Act, and any discounts, commissions or
concessions received by any such underwriters, brokers, dealers or agents might
be deemed to be underwriting discounts and commissions under the Securities Act.
Neither the Company nor the Selling Stockholders can presently estimate the
amount of such compensation. The Company knows of no existing arrangements
between any Selling Stockholder and any other Selling Stockholder, underwriter,
broker, dealer or other agent relating to the sale or distribution of the
Shares.
Under applicable rules and regulations under the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated thereunder
(the "Exchange Act"), any person engaged in a distribution of any of the Shares
may not simultaneously engage in market activities with respect to the Common
Stock except in accordance with applicable law. In addition and without limiting
the foregoing, the Selling Stockholders will be subject to applicable provisions
of the Exchange Act; including without limitation Regulation M, which may limit
the timing of purchases and sales of any of the Shares by the Selling
Stockholders. All of the foregoing may affect the marketability of the Common
Stock.
The Company will not receive any of the proceeds from the sale of the
Shares offered hereby. The Company will bear all expenses incident to the
registration of the Shares under federal and state securities laws and the sale
of the Shares hereunder other than expenses incident to the delivery of the
Shares to be sold by the Selling Stockholders, including any transfer taxes
payable on any Shares and any commissions and discounts payable to underwriters,
agents or dealers.
In order to comply with certain states' securities laws, if applicable,
the Shares will be sold in such jurisdictions only through registered or
licensed brokers or dealers. In addition, in certain states the Common Stock may
not be sold unless the Common Stock has been registered or qualified for sale in
such state or an exemption from registration or qualification is available and
is complied with.
LEGAL MATTERS
The validity of the Shares offered hereby has been passed upon for the
Company by Akin, Gump, Strauss, Hauer & Feld, L.L.P. ("Akin Gump"). Mr. Rick L.
Burdick, a partner with Akin Gump, is a director of the Company and is the
beneficial owner of 59,034 shares of Common Stock (including options and
warrants to purchase shares of Common Stock).
EXPERTS
The financial statements and schedules of Century Business Services,
Inc. as of December 31, 1997 and 1996 and for each of the years in the
three-year period ended December 31, 1997, have been incorporated by reference
herein and in the registration statement of which this Prospectus is a part 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.
11
13
UNCERTAINTY OF FORWARD LOOKING STATEMENTS
Certain statements and information in this Prospectus (including
documents incorporated herein by reference, see "Incorporation of Certain
Documents by Reference") constitute forward-looking statements within the
meaning of the Federal Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are typically punctuated by words or phrases such as
"anticipate," "estimate," "projects," "management believes," "the Company
believes" and words or phrases of similar import. Such statements are subject to
certain risks, uncertainties or assumptions. 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.
Although the Company believes that the assumptions upon which such
forward-looking statements are based are reasonable, it can give no assurance
that such assumptions will prove to be correct. Among the key factors that may
have a direct bearing on the Company's results of operations and financial
condition ("Cautionary Factors") are: (i) Century's ability to grow through
acquisitions of strategic and complementary businesses; (ii) Century's ability
to finance such acquisitions; (iii) Century's ability to manage growth; (iv)
Century's ability to integrate the operations of acquired businesses; (v)
Century's ability to attract and retain experienced personnel; (vi) Century's
ability to store, retrieve, process and manage significant databases; (vii)
Century's ability to manage pricing of its insurance products and adequately
reserve for losses; (viii) the impact of current and future laws and
governmental regulations affecting Century's operations; and (ix) market
fluctuations in the values or returns on assets in Century's investment
portfolios. All forward-looking statements in this Prospectus are expressly
qualified by the Cautionary Factors.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Exchange Act, and, in accordance therewith, files reports, proxy and information
statements and other information with the Securities and Exchange Commission
(the "SEC"). The reports, proxy and information statements and other information
concerning the Company can be inspected and copied at the public reference
facilities maintained by the SEC at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, Tel. (202) 942-7040, and at the SEC's regional offices
located at Citicorp Center, Suite 1400, 500 West Madison Street, Chicago,
Illinois 60661, Tel. (312) 353-7390, and at Seven World Trade Center, 13th
Floor, New York, New York 10048, Tel. (212) 748-8000. Copies of such material
can also be obtained from the SEC at prescribed rates through the Public
Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549,
Tel. (202) 942-7040. Such documents may also be obtained through the Internet
website maintained by the SEC at http://www.sec.gov. Century Common Stock is
listed on Nasdaq. Such reports, proxy statements and other information relating
to Century may also be inspected at the offices of Nasdaq at 1735 K Street,
N.W., Washington, D.C. 20006.
The Company has filed with the SEC a Registration Statement on Form S-3
under the Securities Act with respect to the Shares (such registration
statement, including all amendments and supplements thereto, are hereinafter
collectively referred to as the "Registration Statement"). This Prospectus,
which forms a part of the Registration Statement, does not contain all of the
information set forth in the Registration Statement, certain parts of which have
been omitted in accordance with the rules and regulations of the SEC. Statements
contained in this Prospectus as to the contents of any contract, agreement or
other document are not necessarily complete and in each instance reference is
made to the copy of such contract, agreement or other document filed as an
exhibit to the Registration Statement or incorporated herein by reference, and
each such statement is deemed qualified in its entirety by such reference. The
Registration Statement and exhibits thereto may be inspected without charge at
the public reference facilities maintained by the SEC, regional offices of the
SEC and offices of the SEC and Nasdaq referred to above, and copies thereof may
be obtained from the SEC at prescribed rates.
No person has been authorized to give any information or to make any
representations other than those contained in or incorporated by reference in
this Prospectus in connection with the offer made by this Prospectus, and, if
given or made, such information or representation must not be relied upon as
having been authorized by the Company or the Selling Stockholders. Neither the
delivery of this Prospectus nor any sale made hereunder shall under any
circumstances create an implication that there has been no change in the affairs
of the Company since the date hereof. This Prospectus does not constitute an
offer to sell or the solicitation of an offer to buy any security other than the
Shares of Common Stock offered hereby, nor does it constitute an offer to sell
or a solicitation of an
12
14
offer to buy any shares of Common Stock by anyone in any jurisdiction in which
such offer or solicitation is not authorized, or in which the person making such
offer or solicitation is not qualified to do so, or to any person to whom it is
unlawful to make such offer or solicitation.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed by the Company (File No. 0-25890) with
the SEC pursuant to the Exchange Act, are incorporated herein by reference and
made a part of this Prospectus:
(i) the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997;
(ii) the Company's Schedule 14A Proxy Statement dated March 26,
1998 relating to the Annual Meeting of Stockholders;
(iii) the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998;
(iv) the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1998; and
(v) the Company's Schedule 14A Proxy Statement dated August 24,
1998 relating to a Special Meeting of Stockholders.
All reports and other documents filed by the Company with the SEC
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
of the initial filing of the Registration Statement and prior to the termination
of the offering, shall be deemed incorporated by reference in this Prospectus
and to be a part hereof from the date of filing of such documents. Any statement
contained in this Prospectus or in a document incorporated or deemed to be
incorporated by reference in this Prospectus shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained in this Prospectus or in any other subsequently filed document that
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company undertakes to provide without charge to each person to whom
a copy of this Prospectus has been delivered, upon the request of such person, a
copy of any or all of the documents incorporated by reference herein, other than
the exhibits to such documents, unless such exhibits are specifically
incorporated by reference into the information that this Prospectus
incorporates. Requests for such copies should be directed to Century Business
Services, Inc., 6480 Rockside Woods Boulevard South, Suite 330, Cleveland, Ohio
44131, Attention: Investor Relations, telephone number (216) 447-9222.
13
15
================================================================================
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS, AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL ANY SECURITIES OTHER THAN THOSE TO WHICH IT RELATES OR AN OFFER TO
SELL, OR A SOLICITATION OF AN OFFER TO BUY, TO ANY PERSON IN ANY JURISDICTION
WHERE SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE
SUBSEQUENT TO THE DATE HEREOF.
----------------------
TABLE OF CONTENTS
The Company.........................................2
Risk Factors........................................3
Use Of Proceeds.....................................8
Selling Stockholders................................8
Plan Of Distribution...............................10
Legal Matters......................................11
Experts............................................11
Uncertainty Of Forward Looking Statements..........12
Available Information..............................12
Incorporation Of Certain Documents By Reference....13
================================================================================
26,714,231 Shares
CENTURY BUSINESS SERVICES, INC.
COMMON STOCK
----------------------
PROSPECTUS
----------------------
SEPTEMBER , 1998
================================================================================
16
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....................$ 101,970
Printing and Engraving Costs...........................................$ 55,000
Legal Fees and Expenses................................................$ 60,000
Accounting Fees and Expenses...........................................$ 5,000
Miscellaneous..........................................................$ 1,000
Total(1)......................................................$ 222,970
- -----------------------------
(1) 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 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) which such person actually and reasonably incurred
in connection therewith. With respect to indemnification of current directors
and officers, Section 145 provides that any such 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. With respect to former directors and officers and other
employees or agents, Section 145 provides that indemnification may be made by
any person having corporate authority to act on the matter, including those
persons who are authorized by statute to determine whether to indemnify
directors and officers. 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.
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 (i) for any breach of director's duty of loyalty to the Company 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, (iv) for unlawful stock purchases or redemptions or (v)
for any transaction from which the director derived an improper personal
benefit.
II-1
17
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 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 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: (a) 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; (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
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 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.
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.
II-2
18
ITEM 16 -- EXHIBITS
The following Exhibits are filed as part of this Registration
Statement:
EXHIBIT
NUMBER DESCRIPTION
------- -----------
*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
October 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 the
Company's Registration Statement on Form S-3,
Registration 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 the Company's
Registration Statement on Form S-3, Registration No.
333-64109 and incorporated herein by reference)
*4.2 --Promissory Note, dated October 18, 1996, in the
original aggregate principal amount of $4.0 million
(and with $400,000 currently outstanding), issued by
the Company payable to Alliance Holding (filed as
Exhibit 99.7 to the Company's Current Report on Form
8-K dated October 18, 1996 and incorporated herein by
reference)
*4.3 --Form of Warrant for the purchase of the Company's
Common Stock (filed as Exhibit 4.3 to Annual Report on
Form 10-K for the fiscal year ended December 31, 1997
and incorporated herein by reference)
*5.1 --Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
*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
*Previously filed.
ITEM 17 -- UNDERTAKINGS
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
II-3
19
(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) 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 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
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
(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 the Registration Statement;
(2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; 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
this Registration Statement.
(b) 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
(c) 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 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
20
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company 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
Post-Effective Amendment No. 1 to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Cleveland, Ohio, on
September 25, 1998.
CENTURY BUSINESS SERVICES, INC.
By: /s/ GREGORY J. SKODA
-----------------------------------------
Gregory J. Skoda
Executive Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gregory J. Skoda his attorney-in-fact,
with the 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 said 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 Post-Effective Amendment No. 1 to Registration Statement has been signed by
the following persons in the capacities indicated on September 25, 1998.
SIGNATURE TITLE
--------- -----
/s/ MICHAEL G. DEGROOTE President, Chief Executive Officer,
- ----------------------------------------- Chairman of the Board and Director
Michael G. DeGroote (Principal 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/ 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
Director
- -----------------------------------------
Richard C. Rochon
21
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
*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
October 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 the
Company's Registration Statement on Form S-3,
Registration 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 the Company's
Registration Statement on Form S-3, Registration No.
333-64109 and incorporated herein by reference)
*4.2 --Promissory Note, dated October 18, 1996, in the
original aggregate principal amount of $4.0 million
(and with $400,000 currently outstanding), issued by
the Company payable to Alliance Holding (filed as
Exhibit 99.7 to the Company's Current Report on Form
8-K dated October 18, 1996 and incorporated herein by
reference)
*4.3 --Form of Warrant for the purchase of the Company's
Common Stock (filed as Exhibit 4.3 to Annual Report on
Form 10-K for the fiscal year ended December 31, 1997
and incorporated herein by reference)
*5.1 --Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
*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
*Previously filed.
1
Exhibit 23.2
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.
KPMG PEAT MARWICK LLP
Cleveland, Ohio
September 25, 1998
