As filed with the Securities and Exchange Commission on March 25, 2002
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
HALL, KINION & ASSOCIATES, INC.
(Exact name of registrant as specified in its charter)
Delaware | | 77-0337705 |
(State or Other Jurisdiction of
Incorporation or Organization) | | (I.R.S. Employer
Identification No.) |
2570 North First Street, Suite 400
San Jose, California 95131
(408) 895-5200
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Hall, Kinion & Associates, Inc.’s 1997 Stock Option Plan
Hall, Kinion & Associates, Inc.’s IT Professional Stock Option Plan
(Full title of the plan)
BRENDA C. RHODES
Chief Executive Officer and Director
HALL, KINION & ASSOCIATES, INC.
2570 North First Street, Suite 400
San Jose, California 95131
(408) 895-5200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With a copy to:
LAWRENCE CALOF, ESQ.
Gibson, Dunn & Crutcher LLP
1530 Page Mill Road
Palo Alto, California 94304
(650) 849-5300
CALCULATION OF REGISTRATION FEE(1)
Title of Securities to be Registered
| | Amount to be Registered (2)
| | Proposed Maximum Offering Price per Share (3)
| | Proposed Maximum Aggregate Offering Price (3)
| | Amount of Registration Fee
|
1997 Stock Option Plan
Common Stock, $.001 par value per share | | 369,058 | | $ | 6.925 per share | | $ | 2,555,727 | | $ | 235.13 |
IT Professional Stock Option Plan
Common Stock, $.001 par value per share | | 184,529 | | $ | 6.925 per share | | $ | 1,277,863 | | $ | 117.56 |
| (1) | | This Registration Statement relates to the registration of additional securities under the registrant’s 1997 Stock Option Plan (the “1997 Plan”) and the IT Professional Stock Option Plan (the “IT Plan” and with the 1997 Plan, the “Plans”). Under the original Registration Statements (file nos. 333-38635, 333-68229, 333-93663, 333-42192 and 333-67716) relating to the 1997 Plan, the registrant registered 3,758,586 shares (as well as options and other rights to acquire or purchase shares). Under the original Registration Statements (file nos. 333-38635, 333-68229, 333-93663, 333-42192 and 333-67716) relating to the IT Plan, the registrant registered 983,097 shares (as well as options and other rights to acquire or purchase shares). |
| (2) | | This Registration Statement covers, in addition to the number of shares of Common Stock, $.001 par value, stated in the table, options and other rights to purchase or acquire the shares of Common Stock under the Plans and, pursuant to Rule 416(c), an additional indeterminate number of shares which by reason of certain events specified in the Plans may become subject to the Plans. |
| (3) | | Pursuant to Rule 457(h), the maximum offering price, per share and in the aggregate, and the registration fee were calculated based upon the average of the high and low prices of the Common Stock on March 18, 2002. |
INCORPORATION OF CONTENTS OF REGISTRATION STATEMENT BY REFERENCE
Under the Hall, Kinion & Associates, Inc.’s (the “Company”) 1997 Stock Option Plan (the “1997 Plan”), the number of shares of Common Stock available for issuance under the 1997 Plan automatically increased on the first trading day each calendar year beginning January 1, 1998, by an amount equal to three percent (3%) of the shares of Common Stock outstanding on the trading day immediately preceding January 1; but in no event shall any such annual increase exceed 500,000 shares. There were 12,301,925 shares of Common Stock outstanding on December 31, 2001, the trading day immediately preceding January 1, 2002, and therefore, 369,058 additional shares of Common Stock are authorized for issuance under the 1997 Plan.
Under the Company’s IT Professional Plan (the “IT Plan”), the number of shares of Common Stock available for issuance under the IT Plan automatically increased on the first trading day each calendar year beginning January 1, 1998, by an amount equal to one and a half percent (1.5%) of the shares of Common Stock outstanding on the trading day immediately preceding January 1. There were 12,301,925 shares of Common Stock outstanding on December 31, 2001, the trading day immediately preceding January 1, 2002, and therefore, 184,529 additional shares of Common Stock are authorized for issuance under the IT Plan.
Pursuant to General Instruction E of Form S-8, this Registration Statement is being filed to register the additional 369,058 shares authorized under the 1997 Plan and the additional 184,529 shares authorized under the IT Plan. This Registration Statement should also be considered a post-effective amendment to the prior Registration Statements referenced in footnote 1 on the cover page. The contents of such prior Registration Statements are incorporated herein by reference.
PART I
Item 1. Plan Information.
Not filed as part of this Registration Statement pursuant to Note to Part I of Form S-8.
Item 2. Registration Information and Employee Plan Annual Information.
Not filed as part of this Registration Statement pursuant to Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents heretofore filed by Hall, Kinion & Associates, Inc. with the Securities and Exchange Commission are by this reference incorporated in and made a part of this Registration Statement:
| (a) | | Registration Statement No. 333-38635 on Form S-8 as filed on October 24, 1997 relating to Hall, Kinion & Associates, Inc.’s 1997 Stock Option Plan and IT Professional Plan. |
| (b) | | Registration Statement No. 333-68229 on Form S-8 as filed on December 2, 1998 relating to Hall, Kinion & Associates, Inc.’s 1997 Stock Option Plan and IT Professional Plan. |
| (c) | | Registration Statement No. 333-93663 on Form S-8 as filed on December 28, 1998 relating to Hall, Kinion & Associates, Inc.’s 1997 Stock Option Plan and IT Professional Plan. |
| (d) | | Registration Statement No. 333-42192 on Form S-8 as filed on July 25, 2000 relating to Hall, Kinion & Associates, Inc.’s 1997 Stock Option Plan and IT Professional Plan. |
| (e) | | Registration Statement No. 333-67716 on Form S-8 as filed on August 16, 2001 relating to Hall, Kinion & Associates, Inc.’s 1997 Stock Option Plan and IT Professional Plan. |
Item 8. Exhibits.
Exhibit Number
| | Description
|
|
| 5.1 | | Opinion of Gibson, Dunn & Crutcher LLP |
|
| 23.1 | | Consent of Independent Accountants |
|
| 23.2 | | Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1) |
|
| 24 | | Power of Attorney (included on Signature Page) |
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SIGNATURES
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 San Jose, State of California, on the 25th day of March, 2002.
| HALL, KINION & ASSOCIATES, INC. |
|
| By: | | /s/ BRENDA C. RHODES
|
| | | Brenda C. Rhodes Chief Executive Officer and Chairman of the Board |
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Martin Kropelnicki and David Healey his or her true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including 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 said attorneys-in-fact and agents, each acting alone, full powers 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 or she might, or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or his or her 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 in the capacities and on the dates indicated below.
Signature
| | Title
| | Date
|
|
/s/ BRENDA C. RHODES
Brenda C. Rhodes | | Chairman and Chief Executive Officer and Director (Principal Executive Officer) | | March 25, 2002 |
|
/s/ MARTIN A. KROPELNICKI
Martin A. Kropelnicki | | Vice President, Chief Financial Officer and Secretary (Principal Financial and Accounting Officer) | | March 25, 2002 |
|
/s/ HERBERT I. FINKELMAN
Herbert I. Finkelman | | Director | | March 25, 2002 |
|
/s/ JACK F. JENKINS-STARK
Jack F. Jenkins-Stark | | Director | | March 25, 2002 |
|
/s/ MICHAEL S. STEIN
Michael S. Stein | | Director | | March 25, 2002 |
|
/s/ TODD J. KINION
Todd J. Kinion | | Director | | March 25, 2002 |
|
/s/ JON H. ROWBERRY
Jon H. Rowberry | | Director | | March 25, 2002 |
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EXHIBIT INDEX
Exhibit Number
| | Description
|
|
| 5.1 | | Opinion of Gibson, Dunn & Crutcher LLP |
|
| 23.1 | | Consent of Independent Accountants |
|
| 23.2 | | Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1) |
|
| 24 | | Power of Attorney (included on Signature Page) |
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