1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 28, 1998
REGISTRATION NO. 333-53605
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DISPATCH MANAGEMENT SERVICES CORP.
(Exact name of registrant as specified in its charter)
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DELAWARE 4215 13-3967426
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
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DISPATCH MANAGEMENT SERVICES CORP.
65 WEST 36TH STREET
NEW YORK, NEW YORK 10018
(212)268-2910
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
---------------------
LINDA M. JENKINSON
CHIEF EXECUTIVE OFFICER
DISPATCH MANAGEMENT SERVICES CORP.
65 WEST 36TH STREET
NEW YORK, NEW YORK 10018
(212) 268-2910
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------------
COPIES TO:
LINDA L. GRIGGS, ESQ.
MORGAN, LEWIS & BOCKIUS LLP
1800 M STREET, N.W.
WASHINGTON, D.C. 20036
(202) 467-7000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF SECURITIES TO THE
PUBLIC: As soon as practicable after this Registration Statement becomes
effective.
If the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
------------------
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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 this Form is a post-effective amendment filed pursuant to Rule 462(d)
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. [ ]
------------------
---------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
================================================================================
2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
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EXHIBIT
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2.1 -- Agreement, dated as of September 12, 1997, by and among
Dispatch Management Services Corp., Early Bird Courier
Service, LLC and Total Management, LLC and Michael
Fiorito.(1)
2.2 -- Agreement, dated as of September 15, 1997, by and among
Dispatch Management Services Corp., Aero Special Delivery
Service, Inc. and Jeanne Sparks.(1)
2.3 -- Agreement, dated as of September 30, 1997, by and among
Dispatch Management Services Corp., Bullit Courier Services,
Inc. and Theo Nicholoudis.(1)
2.4 -- Agreement, dated as of September 16, 1997, by and among
Dispatch Management Services Corp., Security Business
Services, Ltd., James Brett Greenbury, Kelly Donovan,
Scawton Limited, Lyon-Burwell Limited, Arazan Limited and
Foreign & Colonial Enterprise Trust plc.(1)
2.5 -- Agreement, dated as of September 11, 1997, by and among
Dispatch Management Services Corp., American Eagle
Endeavors, Inc., Barry Anderson, Cheryl O'Toole and Lawrence
O'Toole.(1)
2.6 -- Agreement, dated as of October 31, 1997, by and among
Dispatch Management Services Corp., Atlantic Freight
Systems, Inc., Thomas A. Bartley and Perry Barbaruolo.(2)
2.7 -- Agreement, dated as of September 10, 1997, by and among
Dispatch Management Services Corp., Express It Couriers,
Inc. and James M. Shaughnessy.(1)
2.8 -- Agreement, dated as of September 12, 1997, by and among
Dispatch Management Services Corp., Washington Express
Services, Inc., Gilbert D. Carpel, Michael D. Holder,
Michael K. Miller and Peter Butler.(1)
2.9 -- Agreement, dated as of September 26, 1997, by and among
Dispatch Management Services Corp., MLQ Express, Inc. and
John W. Wilcox, Jr.(1)
2.10 -- Agreement, dated as of September 19, 1997, by and among
Dispatch Management Services Corp., Time Couriers, LLC, Tom
Cromwell, William Krupman, Michael Stone, Peter Begley,
Thomas Hagerty, Kimberly Cilley, Christopher Hart, and DMS
Subsidiary Number .(1)
2.11 -- Agreement, dated as of September 14, 1997, by and among
Dispatch Management Services Corp., Kangaroo Express of
Colorado Springs, Inc. and Doris Orner.(1)
2.12 -- Agreement, dated as of September 10, 1997, by and among
Dispatch Management Services Corp., National Messenger,
Inc., Robert D. Swineford and Steven B. Swineford.(1)
2.13 -- Agreement, dated as of September 10, 1997, by and among
Dispatch Management Services Corp., Fleetfoot Max, Inc.,
Gary Brose, The King Company, KPM, Helen King, Robert Lewis,
Jim Brose, Barbara Lawrence, Robert L. King, John Sangster,
Patsy Sangster, PB Securities for the benefit of Robert L.
King, PB Securities for the benefit of Helen King, Gordon
Lawrence, Pat Lawrence, Melissa Lawrence, K. Lawrence and
Creative Consulting Corp.(1)
2.14 -- Agreement, dated as of September 12, 1997, by and among
Dispatch Management Services Corp., Profall, Inc., Thomas
Westfall, Alyson Westfall, David Prosser, Adrienne Prosser
and DMS Subsidiary Number .(1)
2.15 -- Agreement, dated as of September 11, 1997, by and among
Dispatch Management Services Corp., Express Enterprises,
Inc., Paul J. Alberts and Donald E. Stoelt.(1)
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2.16 -- Agreement, dated as of October 23, 1997, by and among
Dispatch Management Services Corp., A & W Couriers, Inc. and
Joan Levy.(1)
2.17 -- Agreement, dated as of October 10, 1997, by and among
Dispatch Management Services Corp., Express It, Inc., and
Dave Clancy.(1)
2.18 -- Agreement, dated as of September 18, 1997, by and among
Dispatch Management Services Corp., Deadline Acquisition
Corp., Edward V. Blanchard, Jr., Melba Anne Hill and Scott
T. Milakovich.(1)
2.19 -- Agreement, dated as of September 12, 1997, by and among
Dispatch Management Services Corp., Kiwicorp Limited,
Lynette Williams, and Tom Finlay.(1)
2.20 -- Agreement, dated as of September 10, 1997, by and among
Dispatch Management Services Corp., Transpeed Courier
Services, Inc., Richard A. Folkman, Stacey J. Folkman, Trey
Lewis and Evelyn R. Folkman.(1)
2.21 -- Agreement, dated as of September 15, 1997, by and among
Dispatch Management Services Corp., Clover Supply, Inc., and
John J. Walker.(1)
2.22 -- Agreement, dated as of September 12, 1997, by and among
Dispatch Management Services Corp., S Car Go Courier, Inc.
and Michael Cowles.(1)
2.23 -- Agreement, dated as of September 12, 1997, by and among
Dispatch Management Services Corp., Christian Delivery &
Chair Service, Inc., and Leo J. Gould.(1)
2.24 -- Agreement, dated as of October 9, 1997, by and among
Dispatch Management Services Corp., Striders Courier, Inc.,
Tammy K. Patterson and Merlene Y. Flores.(1)
2.25 -- Agreement, dated as of September 12, 1997, by and among
Dispatch Management Services Corp. and Gregory Austin,
trading as Battery Point Messengers.(1)
2.26 -- Agreement, dated as of September 12, 1997, by and among
Dispatch Management Services Corp., Christopher Grealish,
Inc. and Christopher Grealish.(1)
2.27 -- Agreement, dated as of September 17, 1997, by and among
Dispatch Management Services Corp., United Messengers, Inc.
and Marla Kennedy.(1)
2.28 -- Agreement, dated as of September 12, 1997, by and among
Dispatch Management Services Corp., and Christopher Neal.(1)
2.29 -- Agreement, dated as of October 4, 1997, by and among
Dispatch Management Services Corp., TimeCycle Couriers,
Inc., Eric D. Nordberg and Jeffrey Appeltans.(1)
2.30 -- Agreement, dated as of September 10, 1997, by and among
Dispatch Management Services Corp., Rocket Courier Services,
Inc., Sean Leonce, Grace Leonce and Samer Hassan.(1)
2.31 -- Agreement, dated as of September 14, 1997, by and among
Dispatch Management Services Corp. and Michael
Studebaker.(1)
2.32 -- Agreement, dated as of September 10, 1997, by and among
Dispatch Management Services Corp., Delivery Incorporated
and Gary Brose.(1)
2.33 -- Agreement, dated as of September 12, 1997, by and among
Dispatch Management Services Corp., AFS Courier Systems,
Inc. and Frank L. Mullins.(1)
2.34 -- Share Purchase Agreement, dated as of August 20, 1997, by
and among Dispatch Management Services LLC, Alice Rebecca
Clark, Roy Clark, Trustees of the Roy Clark (Life Interest)
Settlement 1997, Trustees of the Alice Rebecca Clark
(Discretionary) Settlement 1997, Matthew Clark, Simon Clark
and Brookside Systems and Programming Limited.(1)
2.35 -- Agreement, dated as of October 6, 1997, by and among
Dispatch Management Services Corp., Bridge Wharf Investments
Limited and Riverbank Limited.(1)
2.36 -- Brand Manager Agreement, dated as of September 14, 1997,
between Dispatch Management Services Corp. and Barry
Anderson (Minneapolis).(1)
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2.37 -- Brand Manager Agreement, dated as of September 12, 1997,
between Dispatch Management Services Corp. and Frank L.
Mullins.(1)
2.38 -- Brand Manager Agreement, dated as of September 25, 1997,
between Dispatch Management Services Corp. and Leo J. Gould
and Jodi Gould.(1)
2.39 -- Brand Manager Agreement, undated, between Dispatch
Management Services Corp. and John J. Walker.(1)
2.40 -- Brand Manager Agreement, undated, between Dispatch
Management Services Corp. and Dave Clancy.(1)
2.41 -- Brand Manager Agreement, undated, between Dispatch
Management Services Corp. and Allen Orner.(1)
2.42 -- Brand Manager Agreement, dated as of September 12, 1997,
between Dispatch Management Services Corp. and Kiwicorp
Limited.(1)
2.43 -- Brand Manager Agreement, dated as of October 9, 1997,
between Dispatch Management Services Corp. and Tammy K.
Patterson and Merlene Y. Flores.(1)
2.44 -- Brand Manager Agreement, dated as of October 8, 1997,
between Dispatch Management Services Corp. and Tom Cromwell
and Peter Begley.(1)
2.45 -- Brand Manager Agreement, undated, between Dispatch
Management Services Corp. and Jeff Appeltans and Eric D.
Nordberg.(1)
2.46 -- Brand Manager Agreement, undated, between Dispatch
Management Services Corp. and Marla Kennedy.(1)
2.47 -- Brand Manager Agreement, dated as of September 10, 1997,
between Dispatch Management Services Corp. and James Michael
Shaughnessy.(1)
2.48 -- Brand Manager Agreement, dated as of September , 1997,
between Dispatch Management Services Corp. and Barry
Anderson (Phoenix).(1)
2.49 -- Brand Manager Agreement, undated, between Dispatch
Management Services Corp. and Joan Levy.(1)
2.50 -- Brand Manager Agreement, dated as of September 21, 1997,
between Dispatch Management Services Corp. and Christopher
Neal.(1)
2.51 -- Brand Manager Agreement, dated as of September 12, 1997,
between Dispatch Management Services Corp., Leon Spirt and
Jack Spirt. (1)
2.52 -- Brand Manager Agreement, dated as of September 12, 1997,
between Dispatch Management Services Corp. and Dispatch
Management Services Corp. of the National Capital Area,
Inc.(1)
2.53 -- Brand Manager Agreement, dated as of September 15, 1997,
between Dispatch Management Services Corp. and The Delivery
Company Limited.(1)
2.54 -- Brand Manager Agreement, dated as of October 1, 1997,
between Dispatch Management Services Corp. and Creative
Consulting Corp.(2)
2.55 -- Brand Manager Agreement, dated as of October 1, 1997,
between Dispatch Management Services Corp. and Creative
Consulting Corp.(2)
2.56 -- Brand Manager Agreement, dated November 1, 1997, between
Dispatch Management Services Corp. and Atlantic
Transportation Consultants, Inc.(3)
2.57 -- Agreement, dated as of October 31, 1997, among Dispatch
Management Services Corp., Pacific Freight Systems, Inc.,
Thomas A. Bartley and Perry Barbaruolo.(2)
2.58 -- Agreement, dated December 2, 1997, among Dispatch Management
Services Corp., and Munther Hamoudi.(2)
2.59 -- Agreement, dated November 21, 1997, among Dispatch
Management Services Corp., Zoom Messenger Service, Inc. and
Frank Nizzare.(2)
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EXHIBIT
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2.60 -- Agreement, dated as of November 26, 1997, among Dispatch
Management Services Corp., A Courier of the Carolinas, LLC,
A Courier, Inc., and Tesgerat Limited Partnership.(3)
2.61 -- Agreement, dated as of November 20, 1997, among Dispatch
Management Services Corp., Express Air Management, Inc.,
Robert G. Driskell, Arthur J. Morris, Randolph H. Schneider
and DMS Subsidiary.(3)
2.62 -- Agreement, dated as of December 19, 1997, among Dispatch
Management Services Corp., A Courier of Tennessee, LLC, A
Courier, Inc., Scott Evatt, and Timothy E. French.(3)
2.63 -- Agreement, dated as of November 20, 1997, among Dispatch
Management Services Corp., A Courier, Inc., Robert G.
Driskell, Arthur J. Morris, and Randy H. Schneider.(3)
2.64 -- Brand Manager Agreement, dated November 12, 1997, between
Dispatch Management Services Corp. and Detroit Dispatch
Management Services, Inc.(3)
2.65 -- Brand Manager Agreement, undated, between Dispatch
Management Services Corp. and Michael R. Cowles.(3)
2.66 -- Brand Manager Agreement, dated September 19, 1997, between
Dispatch Management Services Corp. and Michael
Studebaker.(3)
2.67 -- Brand Manager Agreement, dated September 15, 1997, between
Dispatch Management Services Corp. and Scott T.
Milakovich.(3)
2.68 -- Brand Manager Agreement, dated November 13, 1997, between
Dispatch Management Services Corp. and Frank Nizzare.(3)
2.69 -- Brand Manager Agreement, dated November 26, 1997, between
Dispatch Management Services Corp. and Columbine Management
Services, LLC.(3)
2.70 -- Brand Manager Agreement, dated November 20, 1997, between
Dispatch Management Services Corp. and Muiran, Inc.(3)
2.71 -- Brand Manager Agreement, dated September 30, 1997, between
Dispatch Management Services Corp. and Gregory W. Austin.(3)
2.72 -- Brand Manager Agreement, dated September 21, 1997, between
Dispatch Management Services Corp. and Christopher Neal.(3)
2.73 -- Agreement between the Registrant and Delta Air & Road
Transport PLC.(7)
3.1 -- Certificate of Incorporation, as amended (Certificate of
Incorporation filed with the Delaware Secretary of State on
September 5, 1997 and subsequently amended by Certificate of
Amendment of Certificate of Incorporation filed with the
Delaware Secretary of State on November 26, 1997).(8)
3.2 -- Amended and Restated Bylaws.(1)
5.1 -- Opinion of Morgan, Lewis & Bockius LLP as to the legality of
the securities being registered.
10.1 -- Form of Officer and Director Indemnification Agreement.(2)
10.2 -- Form of Employment Agreement dated February 5, 1998 between
the Company and each of Ms. Jenkins and Messrs. Holder,
Bogoievski, Stewart and Gardner.(6)
10.3 -- Non-Competition Agreement, dated February 2, 1998, by and
between Dispatch Management Services Corp. and Gregory
Kidd.(4)
10.4 -- Form of 1997 Stock Incentive Plan.(2)
10.5 -- Form of Financing and Security Agreement by and among
Dispatch Management Services Corp., Dispatch Management
Services San Francisco Corp., Dispatch Management Services
New York Corp., Dispatch Management Services Acquisition
Corp., Road Management Services Corporation, Balmerino
Holdings Limited, Statetip Limited and Nationsbank, N.A.(4)
10.6 -- Letter Agreement between Michael Fiorito and the Company.(8)
21.1 -- Subsidiaries of Dispatch Management Services Corp.(8)
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EXHIBIT
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23.1 -- Consent of Morgan, Lewis & Bockius LLP (included in Exhibit
5.1).
23.2 -- Consents of Price Waterhouse LLP.(9)
23.3 -- Consents of Ernst & Young LLP.(9)
23.4 -- Consent of Ernst & Young LLP.(9)
23.5 -- Consent of Ernst & Young LLP.(9)
23.6 -- Consent of Blick Rothenberg.(9)
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(1) Incorporated by reference to the exhibit of like number of Registrants'
Registration Statement on Form S-1, File No. 333-39971, filed with the
Commission on November 10, 1997.
(2) Incorporated by reference to the exhibit of like number of Amendment No. 1
to the Registrants' Registration Statement on Form S-1, File No. 333-39971,
filed with the Commission on December 24, 1997.
(3) Incorporated by reference to the exhibit of like number of Amendment No. 2
to the Registrants' Registration Statement on Form S-1, File No. 333-39971,
filed with the Commission on January 13, 1998.
(4) Incorporated by reference to the exhibit of like number of Amendment No. 3
to the Registrants' Registration Statement on Form S-1, File No. 333-39971,
filed with the Commission on February 3, 1998.
(5) Incorporated by reference to the exhibit of like number to Amendment No. 4
to the Registrants' Registration Statement on Form F-2, File No. 333-39971,
filed with the Commission on February 4, 1997.
(6) Incorporated by reference to the exhibit of like number of Amendment No. 5
to the Registrants' Registration Statement on Form S-1, File No. 333-39971,
filed with the Commission on February 5, 1997.
(7) Incorporated by reference to Exhibit 2 of the Registrant's Current Report on
Form 8-K dated April 7, 1998, File No. 000-23349.
(8) Incorporated by reference to the exhibit of like number of the Registrants'
Annual Report on Form 10-K for the fiscal year ended December 31, 1997.
(9) Previously filed.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Form S-4 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of New York, New York on
May 28, 1998.
DISPATCH MANAGEMENT SERVICES CORP.
By: /s/ MARKO BOGOIEVSKI
------------------------------------
Marko Bogoievski
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Form S-4 has been signed below by the following persons in the capacity
and on the date indicated.
Each person whose signature appears below hereby appoints Marko Bogoievski
and Linda M. Jenkinson, both of them, either of whom may act without the joinder
of the other, as 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 any and all capacities, to execute any and all amendments (including
post-effective amendments) to this Amendment No. 1 to Form S-4 and any
registration statements for the same offering filed pursuant to Rule 462 under
the Securities Act of 1933, and to file the same, with all exhibits thereto and
all other documents in connection therewith, with the Commission, granting unto
said attorneys-in-fact and agents full power and authority to perform each and
every act and thing appropriate or necessary to be done, as full and for all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
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SIGNATURE TITLE DATE
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* Chairman of the Board May 28, 1998
-----------------------------------------------------
R. Gregory Kidd
* Chief Executive Officer May 28, 1998
----------------------------------------------------- (Principal
Linda M. Jenkinson Executive Officer)
/s/ MARKO BOGOIEVSKI Chief Financial Officer May 28, 1998
----------------------------------------------------- (Principal
Marko Bogoievski Financial and Accounting
Officer)
* Director May 28, 1998
-----------------------------------------------------
Michael Fiorito
/s/ ALISON DAVIS Director May 28, 1998
-----------------------------------------------------
Alison Davis
* Director May 28, 1998
-----------------------------------------------------
H. Steve Swink
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* Marko Bogoievski by signing his name hereto signs this document on behalf of
each of the persons indicated above pursuant to the powers of attorney duly
executed by such persons and set forth on the signature page of the
Registration Statement filed with the Securities and Exchange Commission.
/s/ MARKO BOGOIEVSKI
--------------------------------------
Marko Bogoievski
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EXHIBIT INDEX
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2.1 -- Agreement, dated as of September 12, 1997, by and among
Dispatch Management Services Corp., Early Bird Courier
Service, LLC and Total Management, LLC and Michael
Fiorito.(1)
2.2 -- Agreement, dated as of September 15, 1997, by and among
Dispatch Management Services Corp., Aero Special Delivery
Service, Inc. and Jeanne Sparks.(1)
2.3 -- Agreement, dated as of September 30, 1997, by and among
Dispatch Management Services Corp., Bullit Courier Services,
Inc. and Theo Nicholoudis.(1)
2.4 -- Agreement, dated as of September 16, 1997, by and among
Dispatch Management Services Corp., Security Business
Services, Ltd., James Brett Greenbury, Kelly Donovan,
Scawton Limited, Lyon-Burwell Limited, Arazan Limited and
Foreign & Colonial Enterprise Trust plc.(1)
2.5 -- Agreement, dated as of September 11, 1997, by and among
Dispatch Management Services Corp., American Eagle
Endeavors, Inc., Barry Anderson, Cheryl O'Toole and Lawrence
O'Toole.(1)
2.6 -- Agreement, dated as of October 31, 1997, by and among
Dispatch Management Services Corp., Atlantic Freight
Systems, Inc., Thomas A. Bartley and Perry Barbaruolo.(2)
2.7 -- Agreement, dated as of September 10, 1997, by and among
Dispatch Management Services Corp., Express It Couriers,
Inc. and James M. Shaughnessy.(1)
2.8 -- Agreement, dated as of September 12, 1997, by and among
Dispatch Management Services Corp., Washington Express
Services, Inc., Gilbert D. Carpel, Michael D. Holder,
Michael K. Miller and Peter Butler.(1)
2.9 -- Agreement, dated as of September 26, 1997, by and among
Dispatch Management Services Corp., MLQ Express, Inc. and
John W. Wilcox, Jr.(1)
2.10 -- Agreement, dated as of September 19, 1997, by and among
Dispatch Management Services Corp., Time Couriers, LLC, Tom
Cromwell, William Krupman, Michael Stone, Peter Begley,
Thomas Hagerty, Kimberly Cilley, Christopher Hart, and DMS
Subsidiary Number .(1)
2.11 -- Agreement, dated as of September 14, 1997, by and among
Dispatch Management Services Corp., Kangaroo Express of
Colorado Springs, Inc. and Doris Orner.(1)
2.12 -- Agreement, dated as of September 10, 1997, by and among
Dispatch Management Services Corp., National Messenger,
Inc., Robert D. Swineford and Steven B. Swineford.(1)
2.13 -- Agreement, dated as of September 10, 1997, by and among
Dispatch Management Services Corp., Fleetfoot Max, Inc.,
Gary Brose, The King Company, KPM, Helen King, Robert Lewis,
Jim Brose, Barbara Lawrence, Robert L. King, John Sangster,
Patsy Sangster, PB Securities for the benefit of Robert L.
King, PB Securities for the benefit of Helen King, Gordon
Lawrence, Pat Lawrence, Melissa Lawrence, K. Lawrence and
Creative Consulting Corp.(1)
2.14 -- Agreement, dated as of September 12, 1997, by and among
Dispatch Management Services Corp., Profall, Inc., Thomas
Westfall, Alyson Westfall, David Prosser, Adrienne Prosser
and DMS Subsidiary Number .(1)
2.15 -- Agreement, dated as of September 11, 1997, by and among
Dispatch Management Services Corp., Express Enterprises,
Inc., Paul J. Alberts and Donald E. Stoelt.(1)
2.16 -- Agreement, dated as of October 23, 1997, by and among
Dispatch Management Services Corp., A & W Couriers, Inc. and
Joan Levy.(1)
2.17 -- Agreement, dated as of October 10, 1997, by and among
Dispatch Management Services Corp., Express It, Inc., and
Dave Clancy.(1)
2.18 -- Agreement, dated as of September 18, 1997, by and among
Dispatch Management Services Corp., Deadline Acquisition
Corp., Edward V. Blanchard, Jr., Melba Anne Hill and Scott
T. Milakovich.(1)
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9
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2.19 -- Agreement, dated as of September 12, 1997, by and among
Dispatch Management Services Corp., Kiwicorp Limited,
Lynette Williams, and Tom Finlay.(1)
2.20 -- Agreement, dated as of September 10, 1997, by and among
Dispatch Management Services Corp., Transpeed Courier
Services, Inc., Richard A. Folkman, Stacey J. Folkman, Trey
Lewis and Evelyn R. Folkman.(1)
2.21 -- Agreement, dated as of September 15, 1997, by and among
Dispatch Management Services Corp., Clover Supply, Inc., and
John J. Walker.(1)
2.22 -- Agreement, dated as of September 12, 1997, by and among
Dispatch Management Services Corp., S Car Go Courier, Inc.
and Michael Cowles.(1)
2.23 -- Agreement, dated as of September 12, 1997, by and among
Dispatch Management Services Corp., Christian Delivery &
Chair Service, Inc., and Leo J. Gould.(1)
2.24 -- Agreement, dated as of October 9, 1997, by and among
Dispatch Management Services Corp., Striders Courier, Inc.,
Tammy K. Patterson and Merlene Y. Flores.(1)
2.25 -- Agreement, dated as of September 12, 1997, by and among
Dispatch Management Services Corp. and Gregory Austin,
trading as Battery Point Messengers.(1)
2.26 -- Agreement, dated as of September 12, 1997, by and among
Dispatch Management Services Corp., Christopher Grealish,
Inc. and Christopher Grealish.(1)
2.27 -- Agreement, dated as of September 17, 1997, by and among
Dispatch Management Services Corp., United Messengers, Inc.
and Marla Kennedy.(1)
2.28 -- Agreement, dated as of September 12, 1997, by and among
Dispatch Management Services Corp., and Christopher Neal.(1)
2.29 -- Agreement, dated as of October 4, 1997, by and among
Dispatch Management Services Corp., TimeCycle Couriers,
Inc., Eric D. Nordberg and Jeffrey Appeltans.(1)
2.30 -- Agreement, dated as of September 10, 1997, by and among
Dispatch Management Services Corp., Rocket Courier Services,
Inc., Sean Leonce, Grace Leonce and Samer Hassan.(1)
2.31 -- Agreement, dated as of September 14, 1997, by and among
Dispatch Management Services Corp. and Michael
Studebaker.(1)
2.32 -- Agreement, dated as of September 10, 1997, by and among
Dispatch Management Services Corp., Delivery Incorporated
and Gary Brose.(1)
2.33 -- Agreement, dated as of September 12, 1997, by and among
Dispatch Management Services Corp., AFS Courier Systems,
Inc. and Frank L. Mullins.(1)
2.34 -- Share Purchase Agreement, dated as of August 20, 1997, by
and among Dispatch Management Services LLC, Alice Rebecca
Clark, Roy Clark, Trustees of the Roy Clark (Life Interest)
Settlement 1997, Trustees of the Alice Rebecca Clark
(Discretionary) Settlement 1997, Matthew Clark, Simon Clark
and Brookside Systems and Programming Limited.(1)
2.35 -- Agreement, dated as of October 6, 1997, by and among
Dispatch Management Services Corp., Bridge Wharf Investments
Limited and Riverbank Limited.(1)
2.36 -- Brand Manager Agreement, dated as of September 14, 1997,
between Dispatch Management Services Corp. and Barry
Anderson (Minneapolis).(1)
2.37 -- Brand Manager Agreement, dated as of September 12, 1997,
between Dispatch Management Services Corp. and Frank L.
Mullins.(1)
2.38 -- Brand Manager Agreement, dated as of September 25, 1997,
between Dispatch Management Services Corp. and Leo J. Gould
and Jodi Gould.(1)
2.39 -- Brand Manager Agreement, undated, between Dispatch
Management Services Corp. and John J. Walker.(1)
2.40 -- Brand Manager Agreement, undated, between Dispatch
Management Services Corp. and Dave Clancy.(1)
</TABLE>
10
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2.41 -- Brand Manager Agreement, undated, between Dispatch
Management Services Corp. and Allen Orner.(1)
2.42 -- Brand Manager Agreement, dated as of September 12, 1997,
between Dispatch Management Services Corp. and Kiwicorp
Limited.(1)
2.43 -- Brand Manager Agreement, dated as of October 9, 1997,
between Dispatch Management Services Corp. and Tammy K.
Patterson and Merlene Y. Flores.(1)
2.44 -- Brand Manager Agreement, dated as of October 8, 1997,
between Dispatch Management Services Corp. and Tom Cromwell
and Peter Begley.(1)
2.45 -- Brand Manager Agreement, undated, between Dispatch
Management Services Corp. and Jeff Appeltans and Eric D.
Nordberg.(1)
2.46 -- Brand Manager Agreement, undated, between Dispatch
Management Services Corp. and Marla Kennedy.(1)
2.47 -- Brand Manager Agreement, dated as of September 10, 1997,
between Dispatch Management Services Corp. and James Michael
Shaughnessy.(1)
2.48 -- Brand Manager Agreement, dated as of September , 1997,
between Dispatch Management Services Corp. and Barry
Anderson (Phoenix).(1)
2.49 -- Brand Manager Agreement, undated, between Dispatch
Management Services Corp. and Joan Levy.(1)
2.50 -- Brand Manager Agreement, dated as of September 21, 1997,
between Dispatch Management Services Corp. and Christopher
Neal.(1)
2.51 -- Brand Manager Agreement, dated as of September 12, 1997,
between Dispatch Management Services Corp., Leon Spirt and
Jack Spirt. (1)
2.52 -- Brand Manager Agreement, dated as of September 12, 1997,
between Dispatch Management Services Corp. and Dispatch
Management Services Corp. of the National Capital Area,
Inc.(1)
2.53 -- Brand Manager Agreement, dated as of September 15, 1997,
between Dispatch Management Services Corp. and The Delivery
Company Limited.(1)
2.54 -- Brand Manager Agreement, dated as of October 1, 1997,
between Dispatch Management Services Corp. and Creative
Consulting Corp.(2)
2.55 -- Brand Manager Agreement, dated as of October 1, 1997,
between Dispatch Management Services Corp. and Creative
Consulting Corp.(2)
2.56 -- Brand Manager Agreement, dated November 1, 1997, between
Dispatch Management Services Corp. and Atlantic
Transportation Consultants, Inc.(3)
2.57 -- Agreement, dated as of October 31, 1997, among Dispatch
Management Services Corp., Pacific Freight Systems, Inc.,
Thomas A. Bartley and Perry Barbaruolo.(2)
2.58 -- Agreement, dated December 2, 1997, among Dispatch Management
Services Corp., and Munther Hamoudi.(2)
2.59 -- Agreement, dated November 21, 1997, among Dispatch
Management Services Corp., Zoom Messenger Service, Inc. and
Frank Nizzare.(2)
2.60 -- Agreement, dated as of November 26, 1997, among Dispatch
Management Services Corp., A Courier of the Carolinas, LLC,
A Courier, Inc., and Tesgerat Limited Partnership.(3)
2.61 -- Agreement, dated as of November 20, 1997, among Dispatch
Management Services Corp., Express Air Management, Inc.,
Robert G. Driskell, Arthur J. Morris, Randolph H. Schneider
and DMS Subsidiary.(3)
2.62 -- Agreement, dated as of December 19, 1997, among Dispatch
Management Services Corp., A Courier of Tennessee, LLC, A
Courier, Inc., Scott Evatt, and Timothy E. French.(3)
2.63 -- Agreement, dated as of November 20, 1997, among Dispatch
Management Services Corp., A Courier, Inc., Robert G.
Driskell, Arthur J. Morris, and Randy H. Schneider.(3)
</TABLE>
11
<TABLE>
<CAPTION>
EXHIBIT
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<C> <S> <C>
2.64 -- Brand Manager Agreement, dated November 12, 1997, between
Dispatch Management Services Corp. and Detroit Dispatch
Management Services, Inc.(3)
2.65 -- Brand Manager Agreement, undated, between Dispatch
Management Services Corp. and Michael R. Cowles.(3)
2.66 -- Brand Manager Agreement, dated September 19, 1997, between
Dispatch Management Services Corp. and Michael
Studebaker.(3)
2.67 -- Brand Manager Agreement, dated September 15, 1997, between
Dispatch Management Services Corp. and Scott T.
Milakovich.(3)
2.68 -- Brand Manager Agreement, dated November 13, 1997, between
Dispatch Management Services Corp. and Frank Nizzare.(3)
2.69 -- Brand Manager Agreement, dated November 26, 1997, between
Dispatch Management Services Corp. and Columbine Management
Services, LLC.(3)
2.70 -- Brand Manager Agreement, dated November 20, 1997, between
Dispatch Management Services Corp. and Muiran, Inc.(3)
2.71 -- Brand Manager Agreement, dated September 30, 1997, between
Dispatch Management Services Corp. and Gregory W. Austin.(3)
2.72 -- Brand Manager Agreement, dated September 21, 1997, between
Dispatch Management Services Corp. and Christopher Neal.(3)
2.73 -- Agreement between the Registrant and Delta Air & Road
Transport PLC.(7)
3.1 -- Certificate of Incorporation, as amended (Certificate of
Incorporation filed with the Delaware Secretary of State on
September 5, 1997 and subsequently amended by Certificate of
Amendment of Certificate of Incorporation filed with the
Delaware Secretary of State on November 26, 1997).(8)
3.2 -- Amended and Restated Bylaws.(1)
5.1 -- Opinion of Morgan, Lewis & Bockius LLP as to the legality of
the securities being registered.
10.1 -- Form of Officer and Director Indemnification Agreement.(2)
10.2 -- Form of Employment Agreement dated February 5, 1998 between
the Company and each of Ms. Jenkins and Messrs. Holder,
Bogoievski, Stewart and Gardner.(6)
10.3 -- Non-Competition Agreement, dated February 2, 1998, by and
between Dispatch Management Services Corp. and Gregory
Kidd.(4)
10.4 -- Form of 1997 Stock Incentive Plan.(2)
10.5 -- Form of Financing and Security Agreement by and among
Dispatch Management Services Corp., Dispatch Management
Services San Francisco Corp., Dispatch Management Services
New York Corp., Dispatch Management Services Acquisition
Corp., Road Management Services Corporation, Balmerino
Holdings Limited, Statetip Limited and Nationsbank, N.A.(4)
10.6 -- Letter Agreement between Michael Fiorito and the Company.(8)
21.1 -- Subsidiaries of Dispatch Management Services Corp.(8)
23.1 -- Consent of Morgan, Lewis & Bockius LLP (included in Exhibit
5.1).
23.2 -- Consents of Price Waterhouse LLP.(9)
23.3 -- Consents of Ernst & Young LLP.(9)
23.4 -- Consent of Ernst & Young LLP.(9)
23.5 -- Consent of Ernst & Young LLP.(9)
23.6 -- Consent of Blick Rothenberg.(9)
</TABLE>
---------------
(1) Incorporated by reference to the exhibit of like number of Registrants'
Registration Statement on Form S-1, File No. 333-39971, filed with the
Commission on November 10, 1997.
12
(2) Incorporated by reference to the exhibit of like number of Amendment No. 1
to the Registrants' Registration Statement on Form S-1, File No. 333-39971,
filed with the Commission on December 24, 1997.
(3) Incorporated by reference to the exhibit of like number of Amendment No. 2
to the Registrants' Registration Statement on Form S-1, File No. 333-39971,
filed with the Commission on January 13, 1998.
(4) Incorporated by reference to the exhibit of like number of Amendment No. 3
to the Registrants' Registration Statement on Form S-1, File No. 333-39971,
filed with the Commission on February 3, 1998.
(5) Incorporated by reference to the exhibit of like number to Amendment No. 4
to the Registrants' Registration Statement on Form F-2, File No. 333-39971,
filed with the Commission on February 4, 1997.
(6) Incorporated by reference to the exhibit of like number of Amendment No. 5
to the Registrants' Registration Statement on Form S-1, File No. 333-39971,
filed with the Commission on February 5, 1997.
(7) Incorporated by reference to Exhibit 2 of the Registrant's Current Report on
Form 8-K dated April 7, 1998, File No. 000-23349.
(8) Incorporated by reference to the exhibit of like number of the Registrants'
Annual Report on Form 10-K for the fiscal year ended December 31, 1997.
(9) Previously filed.
1
May 28, 1998
EXHIBIT 5.1
Dispatch Management Services Corp.
65 West 36th Street
New York, New York 10018
Re: Issuance of Shares Pursuant to
Registration Statement on Form S-4 Filed on May 26, 1998
Dear Ladies and Gentlemen:
We have acted as counsel to Dispatch Management Services Corp., a Delaware
corporation (the "Company"), in connection with the preparation and filing of a
registration statement on Form S-4 filed by the Company (the "Registration
Statement") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Act"), relating to the
public offering of up to 500,000 shares (the "Common Stock Shares") of the
Company's common stock, par value $.01 per share (the "Common Stock").
In so acting, we have examined the Registration Statement and such other public
and corporate documents, certificates, instruments and corporate records, and
such questions of law, as we have deemed necessary for purposes of expressing an
opinion on the matters hereinafter set forth. In all examinations of documents,
instruments and other papers, we have assumed the genuineness of all signatures
on original and certified documents and the conformity to original and certified
documents of all copies submitted to us as conformed, photostatic or other
copies.
On the basis of the foregoing, we are of the opinion that the Common Stock
Shares, when issued and sold in accordance with the plan of distribution set
forth in the Registration Statement, will be validly issued, fully paid and
non-assessable.
The opinion set forth above is limited to the Delaware General Corporation Law,
as amended.
We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration
Statement and to the use of our name in the Prospectus forming a part thereof
under the caption "Legal Matters." In giving such consent, we do not hereby
admit that we are acting within the category of persons whose consent is
required under Section 7 of the Act and the rules and regulations of the
Commission thereunder.
Very truly yours,
MORGAN, LEWIS & BOCKIUS LLP