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As filed with the Securities and Exchange Commission on March 18, 1997.
Registration No. 333-________
_____________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
-------------------------
BUSINESS RESOURCE GROUP
(Exact name of Registrant as specified in its charter)
California 77-0150337
(State of Incorporation) (I.R.S. Employer Identification No.)
2150 North First Street, Suite 101
San Jose, California 95131
(Address of principal executive offices)
-------------------------
1995 STOCK OPTION PLAN
1995 DIRECTORS' STOCK OPTION PLAN
(Full title of the Plan)
-------------------------
Charles J. Winter
President and Chief Executive Officer
Business Resource Group
2150 North First Street, Suite 101
San Jose, California 95131
(408) 441-3700
(Name, address and telephone number of agent for service)
-------------------------
Copies to:
ELIAS J. BLAWIE, ESQ.
DAVID M. JARGIELLO, ESQ.
Venture Law Group, A Professional Corporation
2800 Sand Hill Road
Menlo Park, California 94025
(415) 854-4488
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share Price Fee
Common Stock,
$0.01 par value 500,000 Shares(1) $5.375 $2,687,500.00 $814.39
Common Stock,
$0.01 par value 75,000 Shares(3) $5.375 $ 403,125.00 $122.16
(1) Excludes all shares previously registered under Registrant's 1995 Stock
Option Plan on Form S-8 (Registration No. 333-02388).
(2) Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
as amended (the "Securities Act") solely for the purpose of calculating the
total registration fee. Computation based on the average of the high and
low prices of the Common Stock as reported in the Nasdaq National Market
on March 13, 1997 because the price at which the options to be granted in
the future may be exercised is not currently determinable.
(3) Excludes all shares previously registered under Registrant's 1995
Directors' Stock Option Plan on Form S-8 (Registration No. 33-95144).
(4) Estimated in accordance with Rule 457(h) under the Securities Act solely
for the purpose of calculating the total registration fee. Computation
based on the average of the high and low prices of the Common Stock as
reported in the Nasdaq National Market on March 13, 1997 because
the price at which the options to be granted in the future may be
exercised is not currently determinable.
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The contents of the Registrant's Form S-8 Registration Statements
(Registration No. 333-02388 and Registration No. 33-95144) filed March 15, 1996
and August 1, 1995, respectively, are hereby incorporated by reference.
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS
Exhibit
Number Document
------- --------
4.1 1995 Stock Option Plan, as amended to date, and forms of
option agreements for use with plan.
4.2 1995 Directors' Stock Option Plan, as amended to date,
and forms of option agreements for use with plan.
5.1 Opinion of Counsel as to legality of securities being registered.
23.1 Consent of Deloitte & Touche LLP, Independent Auditors (see page 5).
23.2 Consent of Counsel (contained in Exhibit 5.1 hereto).
24.1 Power of Attorney (see page 4).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant, Business Resource Group, a corporation organized and
existing under the laws of the State of California, 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 March 18, 1997.
BUSINESS RESOURCE GROUP
By: /s/ P. Steven Melman
-----------------------------------
P. Steven Melman, Vice President of
Finance and Chief Financial Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Charles J. Winter and P. Steven Melman,
jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
Signature Title Date
----------------------------- --------------------------------------- ---------------
/s/ Charles J. Winter President, Chief Executive Officer and March 18, 1997
- ------------------------------ Director (Principal Executive Officer)
(Charles J. Winter)
/s/ P. Steven Melman Vice President of Finance and Chief March 18, 1997
- ------------------------------- Financial Officer (Principal Financial
(P. Steven Melman) and Accounting Officer)
/s/ Jack A. Bradley Director March 18, 1997
- --------------------------------
(Jack A. Bradley)
/s/ Brian D. McNay Director March 18, 1997
- --------------------------------
(Brian D. McNay)
/s/ Jeffrey Tuttle Director March 18, 1997
- --------------------------------
(Jeffrey Tuttle)
/s/ John W. Peth Director March 18, 1997
- --------------------------------
(John W. Peth)
/s/ Harry S. Robbins Director March 18, 1997
- ----------------------------
(Harry S. Robbins)
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Business Resource Group on Form S-8 and in the Registration
Statements Nos. 333-02388 and 33-95144 of Business Resource Group on Form S-8
of our reports dated December 10, 1996, appearing in the Annual Report on
Form 10-K of Business Resource Group for the year ended October 31, 1996.
DELOITTE & TOUCHE LLP
San Jose, California
March 14, 1997
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INDEX TO EXHIBITS
Exhibit
Number
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4.1 1995 Stock Option Plan, as amended to date, and forms of option agreements for
use with plan.
4.2 1995 Directors' Stock Option Plan, as amended to date, and forms of option
agreements for use with plan.
5.1 Opinion of Counsel as to legality of securities being registered.
23.1 Consent of Deloitte & Touche LLP, Independent Auditors (see page 5).
23.2 Consent of Counsel (contained in Exhibit 5.1 hereto).
24.1 Power of Attorney (see page 4).