8-K 1 eight-k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ---------------------- Date of Report (Date of earliest event reported): November 18, 2003 RMH TELESERVICES, INC. ------------------------------------------------------ (Exact name of Registrant as specified in its charter)

~~SECURITIES~~Pennsylvania ~~AND~~0-21333 ~~EXCHANGE~~23-2250564 ~~COMMISSION~~--------------------------------- ------------------------ ----------------------- (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification Number)

15 Campus Boulevard, Newtown Square, Pennsylvania 19073 ------------------------------------------------------------ (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: (610) 325-3100 -------------- Not applicable. ----------------------------------------------------------- Former name or former address, if changed since last report Item 5. Other Events and Regulation FD Disclosure. On November 18, 2003, the Company and NCO Group, Inc. issued a joint press release announcing that they had entered into a definitive agreement providing for the acquisition of the Company by NCO Group, Inc. A copy of that press release is attached hereto as Exhibit 99.1. A copy of the Agreement and Plan of Merger is attached hereto as Exhibit 2.1. In connection with the transaction, NCO also entered into Voting Agreements, in the forms attached herein as Exhibits 99.2 and 99.3, with certain shareholders of RMH holding approximately 38% of RMH's common stock, on a fully diluted basis, pursuant to which such shareholders agreed to vote their shares in favor of the merger. The information contained in the Agreement and Plan of Merger, the Voting Agreements and press release is incorporated herein by reference. Item 7. Financial Statements and Exhibits. (a) Financial Statements of Businesses Acquired Not Applicable (b) Pro Forma Financial Information Not Applicable (c) Exhibits The following exhibits are filed with this Report on Form 8-K: Number Title ------ ----- 2.1 Agreement and Plan of Merger by and among NCO Group, Inc., NCOG Acquisition Corporation, and RMH Teleservices, Inc., dated as of November 18, 2003. (The schedules and exhibits to the Agreement and Plan of Merger are omitted pursuant to Item 601(b)(2) of Regulation S-K. RMH Teleservices, Inc. agrees to furnish supplementally to the SEC, upon request, a copy of any omitted schedule or exhibit.) 99.1 Joint Press Release of NCO Group, Inc. and RMH Teleservices, Inc. dated November 18, 2003. 99.2 Form of Voting Agreement. 99.3 Form of Voting Agreement. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. RMH TELESERVICES, INC. By: /s/ John R. Schwab ------------------------------------------ John R. Schwab Chief Financial Officer Date: November 20, 2003

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): October 3, 2003

RMH TELESERVICES, INC

(Exact name of Registrant as specified in its charter)

Pennsylvania		0-21333		23-2250564
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

15 Campus Blvd., Newtown Square, PA		19073
(Address of principal executive offices)		(zip code)

Registrant’s telephone number, including area code: (610) 325-3100

Not Applicable

(Former name or former address, if changed since last report)

Item 5. Other Events and Regulation FD Disclosure.

On October 3, 2003, RMH Teleservices, Inc. (the “Company”) raised net proceeds of approximately $6,550,000 in a private placement financing. The Company issued 2,205,000 shares of its common stock and warrants to purchase an additional 551,250 shares of its common stock pursuant to the private placement. See the press release attached hereto as Exhibit 99.1 regarding the private placement. The Company also issued to Craig-Hallum Capital Group LLC, the placement agent for the private placement financing, a warrant to purchase 110,250 shares of the Company’s common stock on terms and conditions substantively similar to the warrants issued by the Company on behalf of the investors in the private placement financing as set forth in Exhibit 10.3.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

Exhibit 10.1 Securities Purchase Agreement dated as of October 3, 2003 among RMH Teleservices, Inc. and the investors listed on the signature pages thereto.

Exhibit 10.2 Registration Rights Agreement dated as of October 3, 2003 among RMH Teleservices, Inc., the individuals and entities listed on the signature pages thereto and Craig-Hallum Capital Group LLC.

Exhibit 10.3 Form of Warrant dated as of October 3, 2003 executed by RMH Teleservices, Inc. to investors pursuant to the Securities Purchase Agreement dated as of October 3, 2003 among RMH Teleservices, Inc. and the investors listed on the signature pages thereto and to Craig-Hallum Capital Group LLC.

Exhibit 99.1 Press Release dated October 7, 2003.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RMH TELESERVICES, INC.
Date: October 7, 2003	By:	/s/ John R. Schwab
		John R. Schwab
		Chief Financial Officer

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