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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 5, 1997
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INTERNATIONAL ALLIANCE SERVICES, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 22-2769024
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
10055 SWEET VALLEY DRIVE
VALLEY VIEW, OHIO 44125
(Address of Principal (Zip Code)
Executive Offices)
INTERNATIONAL ALLIANCE SERVICES, INC.
AGENTS 1997 STOCK OPTION PLAN
AND
1996 EMPLOYEE STOCK OPTION PLAN
(Full Title of Plans)
EDWARD F. FEIGHAN
INTERNATIONAL ALLIANCE SERVICES, INC.
10055 SWEET VALLEY DRIVE
VALLEY VIEW, OHIO 44125
(Name and Address of Agent For Service)
(216) 447-9000
(Telephone Number, Including Area Code, of Agent For Service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION FEE
TO BE REGISTERED REGISTERED PER SHARE(*) PRICE(*)
- -------------------------------------- -------------- -------------------- ------------------------- --------------------
COMMON STOCK, PAR VALUE $.01 PER
SHARE.......................... 2,200,000 $ 9.375 $ 20,625,000 $ 6,250
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(*) THE OFFERING PRICE IS ESTIMATED SOLELY FOR THE PURPOSE OF DETERMINING THE
AMOUNT OF THE REGISTRATION FEE. SUCH ESTIMATE HAS BEEN CALCULATED IN
ACCORDANCE WITH RULE 457(H) AND IS BASED UPON THE AVERAGE OF THE HIGH AND
LOW PRICES PER SHARE OF THE REGISTRANT'S COMMON STOCK AS REPORTED ON THE
NASDAQ NATIONAL MARKET ON SEPTEMBER 3, 1997.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed by International Alliance
Services, Inc., a Delaware corporation (the "Registrant"), with the Securities
and Exchange Commission (the "Commission") pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act") are incorporated herein by
reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1997;
(c) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1997;
(d) The Registrant's Current Reports on Form 8-K dated January 7, 1997;
January 16, 1997; February 26, 1997; April 21, 1997; May 2, 1997 and
July 23, 1997, respectively;
(e) The Registrant's Current Report on Form 8-K/A dated April 3, 1997;
and
(f) The description of the Registrant's Common Stock, $0.01 par value per
share (the "Common Stock"), contained in the Registrant's
Registration Statement on Form 10 for registration of securities
pursuant to Section 12(b) or 12(g) of the Exchange Act, as filed on
April 19, 1995 and effective on April 21, 1995, file number 0-25890.
All documents and reports subsequently filed by the Registrant or the
Registrant's International Alliance Services, Inc. Agents 1997 Stock Option
Plan or International Alliance Services, Inc. 1996 Employee Stock Option Plan
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all shares covered hereby have been sold or which deregisters
all such shares then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Mr. Rick L. Burdick, a partner with Akin, Gump, Strauss, Hauer &
Feld, L.L.P., owns 500 shares of Common Stock and warrants to purchase 12,000
shares of Common Stock.
ITEM 6. 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 persons 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
attorney's 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 or (iii) independent counsel, if a
quorum of disinterested directors so directs. Section 145 provides that
indemnification pursuant to its provisions is not exclusive of other rights of
indemnification to which a person may be entitled under any by-law, agreement,
vote of stockholders or disinterested directors or otherwise.
The Certificate of Incorporation 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 the
directors' duty of loyalty to the Registrant or its stockholders, (ii) for acts
of omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for unlawful payments of dividends, or for
unlawful stock purchases or redemptions or (iv) for any transaction from which
the director derived an improper personal benefit.
Article VII of the Bylaws of the Registrant provide that to the
fullest extent and in the manner provided by the laws of the State of Delaware
and specifically as is permitted under
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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 he acted 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, he had no reasonable cause to believe his
conduct was unlawful. Determination of any action, suit, or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that such person did
not act in a good faith and in a manner which he reasonably believed to be in
and not opposed to the best interests of the Registrant, and with respect to
any criminal action or proceeding, had reasonable cause to believe that his
conduct was lawful.
The Bylaws also provide that 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 or suit by or in the right of the Registrant to
procure a judgment in its favor by reason of the fact that such person is or
was a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses, including attorneys'
fees, actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the Registrant, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of his
duty to the Registrant unless the court orders otherwise.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Amended and Restated Certificate of Incorporation of the
Registrant (filed as Exhibit 3.1 to the Registrant's
Registration Statement on Form 10, Commission file no.
0-25890, and incorporated herein by reference)
4.2 Certificate of Amendment of the Certificate of Incorporation
of the Registrant dated October 18, 1996 (filed as Exhibit
3.2 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996, and incorporated herein
by reference)
4.3 Amended and Restated Bylaws of the Registrant (filed as
Exhibit 3.2 to the Registrant's Registration Statement on
Form 10, Commission file no. 0-25890, and incorporated herein
by reference)
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4.4 Form of Stock Certificate of Common Stock of the Registrant
(filed as Exhibit 4.1 to the Registrant's Registration
Statement on Form 10, Commission file no. 0-25890, and
incorporated herein by reference)
5 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)
23.2 Consent of KPMG Peat Marwick LLP
24 Powers of Attorney (included in signature pages hereto)
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(i) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
A. to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the
"Securities Act");
B. to reflect in the prospectus any facts or events
arising after the effective date of the 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 the
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 which the
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement;
C. to include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by
the Registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the
registration statement.
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(ii) 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
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(iii) 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 purpose of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered 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 the
Registrant is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Valley View, State of Ohio, on this 5th day of
September 1997.
INTERNATIONAL ALLIANCE SERVICES, INC.
By: /s/ EDWARD F. FEIGHAN
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Edward F. Feighan
Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Edward F. Feighan, Gregory J.
Skoda, and Craig L. Stout, and each of them, with full power to act without the
other, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
all capacities, to sign any and all amendments (including, without limitation,
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 each said
attorneys-in-fact and agents 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 each said attorneys-in-fact
and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ MICHAEL G. DEGROOTE Chairman of the Board and September 5, 1997
- ---------------------------------------- Director
Michael G. DeGroote
/s/ EDWARD F. FEIGHAN Chief Executive Officer, September 5, 1997
- ---------------------------------------- President and Director
Edward F. Feighan (Principal Executive Officer)
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/s/ GREGORY J. SKODA Executive Vice President and September 5, 1997
- ---------------------------------------- Chief Financial Officer
Gregory J. Skoda (Principal Financial and
Accounting Officer)
/s/ DOUGLAS R. GOWLAND Vice President - September 5, 1997
- ---------------------------------------- Environmental Operations
Douglas R. Gowland and Director
/s/ CRAIG L. STOUT Chief Operating Officer and September 5, 1997
- ---------------------------------------- Director
Craig L. Stout
/s/ HARVE A. FERRILL Director September 5, 1997
- ----------------------------------------
Harve A. Ferrill
/s/ HUGH P. LOWENSTEIN Director September 5, 1997
- ----------------------------------------
Hugh P. Lowenstein
/s/ RICHARD C. ROCHON Director September 5, 1997
- ----------------------------------------
Richard C. Rochon
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INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
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4.1 Amended and Restated Certificate of Incorporation of the Registrant
(filed as Exhibit 3.1 to the Registrant's Registration Statement on
Form 10, Commission file no. 0-25890, and incorporated herein by
reference)
4.2 Certificate of Amendment of the Certificate of Incorporation of the
Registrant dated October 18, 1996 (filed as Exhibit 3.2 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, and incorporated herein by reference)
4.3 Amended and Restated Bylaws of the Registrant (filed as Exhibit 3.2 to
the Registrant's Registration Statement on Form 10, Commission file
no. 0-25890, and incorporated herein by reference)
4.4 Form of Stock Certificate of Common Stock of the Registrant (filed as
Exhibit 4.1 to the Registrant's Registration Statement on Form 10,
Commission file no. 0-25890, and incorporated herein by reference)
5 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)
23.2 Consent of KPMG Peat Marwick LLP
24 Power of Attorney (included in signature pages hereto)
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EXHIBIT 5
September 2, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: International Alliance Services, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to International Alliance Services, Inc., a
Delaware corporation (the "Company") in the preparation of a Registration
Statement on Form S-8 (the "Registration Statement") relating to the Company's
Agents 1997 Stock Option Plan and 1996 Employee Stock Option Plan (together,
the "Plans") filed by the Company with the Securities and Exchange Commission
covering 2,200,000 shares of common stock, $.01 par value per share (the
"Shares"), of the Company issuable pursuant to the Plans.
In so acting, we have examined and relied upon such records,
documents, and other instruments as in our judgment are necessary or
appropriate in order to express the opinion hereinafter set forth and have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, and the conformity to original documents of all
documents submitted to us as certified or photostatic copies.
Based upon such examination and review and upon representations made
to us by the officers and directors of the Company, we are of the opinion that
the Shares have been duly and validly authorized and, assuming that the Shares
are issued for an amount at least equal to their par value, will, upon issuance
pursuant to the terms and conditions of the Company's Plans, be validly issued,
fully paid and nonassessable.
The opinion expressed herein is limited to the corporate laws of the
State of Delaware and we express no opinion as to the effect on the matters
covered by any other jurisdiction. This firm consents to the filing of this
opinion as an exhibit to the Registration Statement and to the reference to the
firm in any documents incorporated by reference in the Registration Statement.
Very truly yours,
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
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EXHIBIT 23.2
The Board of Directors
International Alliance Services, Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 of International Alliance Services, Inc. for the Agents 1997 Stock Option
Plan and the 1996 Employee Stock Option Plan of our report dated March 25,
1997, relating to the consolidated and combined balance sheets of International
Alliance Services, Inc. and subsidiaries as of December 31, 1996 and 1995, and
the related consolidated and combined statements of income, shareholder's
equity, and cash flows for each of the years in the three-year period ended
December 31, 1996, and all related schedules, which report appears in the
December 31, 1996, annual report on Form 10-K of International Alliance
Services, Inc.
KPMG Peat Marwick LLP
Cleveland, Ohio
September 2, 1997
