-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MLpAep1klik81ajH9Rz1+Ib2E5yjqZt3u4n1PiWusA3kpKBgY05qvQfrXxyz5GIO lVx+G0DwcBHgPtt0dTwt+w== 0000893816-97-000015.txt : 19970724 0000893816-97-000015.hdr.sgml : 19970724 ACCESSION NUMBER: 0000893816-97-000015 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970723 EFFECTIVENESS DATE: 19970723 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMPUTER OUTSOURCING SERVICES INC CENTRAL INDEX KEY: 0000893816 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 133252333 STATE OF INCORPORATION: NY FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-31875 FILM NUMBER: 97644207 BUSINESS ADDRESS: STREET 1: 360 WEST 31ST ST STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 2125643730 S-8 1 Registration Statement No. _____ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------------- COMPUTER OUTSOURCING SERVICES, INC. (Exact Name of Registrant as Specified in Its Charter) New York 13-325-2333 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) 360 West 31st Street New York, New York 10001 (Address of Principal Executive Offices) ---------------------------------------- COMPUTER OUTSOURCING SERVICES, INC. 1992 STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN (Full Title of the Plan) ----------------------------------------------------- Zach Lonstein Chief Executive Officer Computer Outsourcing Services, Inc. 360 West 31st street New York, New York 10001 (Name and Address of Agent for Service) (212) 564-3730 (Telephone Number, Including Area Code, of Agent For Service) CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------- Title of Amount Proposed Proposed Amount Securities to be Maximum Maximum of to be Registered Offering Price Aggregate Registration Registered (1) Per Share Offering Price Fee ---------- ---------- --------------- -------------- ------------ Common Stock, $.01 par value per 850,000 share shares ---------- Shares Underlying Options 461,100 $3.25 - $5.50 $1,757,627.40 $532.61 Granted shares (2) Shares Underlying Options Available 388,900 $4.44 $1,726,716.00 $523.25 for Grant shares (3) (3) ---------- -------------- ------------ 850,000 TOTAL: shares $3,484,343.40 $1,055.86 ========== ============== ============ 1) Plus, in accordance with Rule 416(a) of the Securities Act of 1933, as amended (the "Securities Act"), such indeterminate number of shares as may become subject to options under the Computer Outsourcing Services, Inc. 1992 Stock Option and Stock Appreciation Rights Plan (the "Plan") as a result of the adjustment provisions therein. (2) The registration fee for shares of Common Stock issuable upon exercise of outstanding options under the Plan was calculated pursuant to Rule 457(h) of the Securities Act using the prices at which such options may be exercised. (3) Estimated solely for the purpose of determining the amount of the registration fee and, pursuant to Rules 457(c) and 457(h) of the Securities Act, based upon the average of the bid and asked prices of the Common Stock reported by the National Association of Securities Dealers, Inc. on July 14, 1997. Approximate date of commencement of proposed sale to the public: The Common Stock obtained upon the exercise of options issued pursuant to the Plan may be offered and sold by the holders thereof from time to time after the effectiveness of this Registration Statement. The contents of Registration Statement No. 33-89160 are incorporated by reference herein. On May 5, 1997, the shareholders of Computer Outsourcing Services, Inc. approved an amendment to the Plan increasing the number of authorized shares of the Company's Common Stock issuable thereunder to 1,200,000. Exhibits. 5. Opinion of Robinson & Cole LLP regarding legality (filed herewith). 23(a). Consent of Deloitte & Touche LLP (filed herewith). 23(b). Consent of Robinson & Cole LLP (contained in Exhibit 5). 24. Power of Attorney (filed herewith as part of the Signature Page). SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 New York, State of New York, on this 17th day of July, 1997. COMPUTER OUTSOURCING SERVICES, INC. By: /s/ Zach Lonstein ----------------- Zach Lonstein Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Zach Lonstein and Richard A. Krantz his true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes may lawfully do and cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on July 17, 1997 in the capacities indicated. Signature Title - --------- ----- /s/ Zach Lonstein Principal Executive Officer, - ----------------- and Director Zach Lonstein /s/ Laurence Carpenter Principal Financial Officer and - ---------------------- Principal Accounting Officer, Laurence Carpenter Acting /s/ Anton P. Donde Director - ------------------ Anton P. Donde /s/ James D. Gerson Director - ------------------- James D. Gerson /s/ Jeffrey Millman Director - ------------------- Jeffrey Millman /s/ Eugene Monosson Director - ------------------- Eugene Monosson /s/ John C. Platt Director - ----------------- John C. Platt /s/ Howard Waltman Director - ------------------ Howard Waltman /s/ Robert B. Wallach Director - --------------------- Robert B. Wallach EX-5 2 Exhibit 5 July 17, 1997 Computer Outsourcing Services, Inc. 360 West 31st Street New York, New York 10001 Dear Sirs: This opinion is being given in connection with the Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission by Computer Outsourcing Services, Inc. (the "Company") on the date hereof for the purpose of registering under the Securities Act of 1933, as amended, 850,000 shares of Common Stock, par value $.01 per share (the "Common Stock"), to be issued by the Company under the Computer Outsourcing Services, Inc. 1992 Stock Option and Stock Appreciation Rights Plan, as amended (the "Plan"). In connection with this opinion, we have examined such corporate records, certificates and other documents and such questions of law as we have considered necessary or appropriate for the purpose of this opinion. Upon the basis of such examination, we advise you that, in our opinion, the Common Stock has been legally authorized for issuance under the Plan and when sold upon valid exercise of the options granted under the Plan will be validly issued, fully paid and nonassessable shares of Common Stock of the Company. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended. Very truly yours, /s/ ROBINSON & COLE LLP EX-23 3 Exhibit 23 (a) INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Computer Outsourcing Services, Inc. (the "Company") on Form S-8 of our report dated January 10, 1997, appearing in the Annual Report on Form 10-KSB of the Company for the year ended October 31, 1996. /s/ DELOITTE & TOUCHE LLP New York, New York July 17, 1997 -----END PRIVACY-ENHANCED MESSAGE-----