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As filed with the Securities and Exchange Commission on April 9, 1998
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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 N. FIRST STREET, SUITE 101
SAN JOSE, CALIFORNIA 95131
(Address of principal executive offices)
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1995 STOCK OPTION PLAN
(Full title of the Plan)
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JOHN W. PETH
PRESIDENT AND CHIEF EXECUTIVE OFFICER
BUSINESS RESOURCE GROUP
2150 N. FIRST STREET, SUITE 101
SAN JOSE, CALIFORNIA 95131
(408) 325-3200
(Name, address and telephone number, including area code, of agent for service)
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Copy to:
David M. Jargiello
Venture Law Group
A Professional Corporation
2800 Sand Hill Road
Menlo Park, California 94025
(650) 854-4488
Page 1 of 7 Pages
Exhibit Index on Page 7
(Calculation of Registration Fee on following page)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Maximum Offering Aggregate Amount of
Amount to be Price Per Offering Registration
Title of Securities to be Registered Registered(1) Share Price Fee
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1995 STOCK OPTION PLAN
Common Stock,
$0.01 par value................... 500,000 Shares(2) $3.40625(3) $1,703,125 $502.42
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Plan being registered
pursuant to this Registration Statement by reason of any stock
dividend, stock split, recapitalization or any other similar
transaction effected without the receipt of consideration which results
in an increase in the number of the Registrant's outstanding shares of
Common Stock.
(2) Excludes all shares previously registered under Registrant's 1995 Stock
Option Plan on Form S-8.
(3) Computed in accordance with Rule 457(h) under the Securities Act of
1933 (the "Securities Act") solely for the purpose of calculating the
registration fee. Computation based on the average of the high and low
prices as of April 8, 1998.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of the Registrant's Form S-8 Registration Statements
(Registration No. 333-23495, Registration No. 333-02388 and Registration No.
33-95144) filed March 18, 1997, March 15, 1996 and August 1, 1995, respectively,
are hereby incorporated by reference.
Item 8. EXHIBITS.
Exhibit
Number
4.1 1995 Stock Option Plan, as amended to date, and
forms of option agreements for use with the Plan.
5.1 Opinion of Venture Law Group, A Professional
Corporation.
23.1 Consent of Venture Law Group, A Professional
Corporation (included in Exhibit 5.1).
23.2 Consent of Independent Auditors (see p. 6).
24.1 Powers of Attorney (see p. 5).
[Signature Pages Follow]
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 this April 9, 1998.
Business Resource Group
By: /s/ John W. Peth
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John W. Peth
President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John W. Peth and John Palmer, jointly and
severally, his or her attorneys-in-fact and agents, each with the power of
substitution and resubstitution, for him or her and in his or her name, place or
stead, in any and all capacities, to sign any amendments to this Registration
Statement on Form S-8, and to file such amendments, together with exhibits and
other documents in connection therewith, with the Securities and Exchange
Commission, granting to each attorney-in-fact and agent, full power 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 as he or she might or could do in
person, and ratifying and confirming all that the attorney-in-facts and agents,
or his or her substitute or substitutes, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ John W. Peth President and Chief Executive April 9, 1998
- ----------------------------- Officer (Principal Executive
John W. Peth Officer)
/s/ John Palmer Chief Financial Officer (Principal April 9, 1998
- ----------------------------- Financial and Accounting
John Palmer Officer)
/s / Jack A. Bradley Director April 9, 1998
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Jack A. Bradley
/s/ Brian D. McNay Director April 9, 1998
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Brian D. McNay
/s/ John W. Peth Director April 9, 1998
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John W. Peth
/s/ Harry S. Robbins Director April 9, 1998
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Harry S. Robbins
/s/ Jeffrey Tuttle Director April 9, 1998
Jeffrey Tuttle
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement and
Registration Statements Nos. 33-95144, 333-2388 and 333-23495 of Business
Resource Group on Form S-8 of our report dated December 16, 1997, appearing in
the Annual Report on Form 10-K of Business Resource Group for the year ended
October 31, 1997.
DELOITTE & TOUCHE LLP
/s/ Deloitte & Touche LLP
San Jose, California
April 3, 1998
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INDEX TO EXHIBITS
Exhibit
Number
4.1 1995 Stock Option Plan, as amended to date, and forms of option
agreements for use with the Plan.
5.1 Opinion of Venture Law Group, A Professional Corporation
23.1 Consent of Venture Law Group, A Professional Corporation
(included in Exhibit 5.1).
23.2 Consent of Independent Auditors (see p. 6).
24.1 Powers of Attorney (see p. 5).
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