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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 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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REMEDYTEMP, INC.
(Exact name of Registrant as specified in its charter)
32122 CAMINO CAPISTRANO
SAN JUAN CAPISTRANO, CALIFORNIA 92675
(714) 661-1211
(Address of Principal Executive Offices)
CALIFORNIA 95-2890471
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
AMENDED AND RESTATED REMEDYTEMP, INC.
1996 STOCK INCENTIVE PLAN
(Full title of the plan)
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ALAN M. PURDY BRIAN W. COPPLE, ESQ.
CHIEF FINANCIAL OFFICER GIBSON, DUNN & CRUTCHER LLP
32122 CAMINO CAPISTRANO 4 PARK PLAZA, SUITE 1800
SAN JUAN CAPISTRANO, CALIFORNIA 92675 IRVINE, CALIFORNIA 92614-8557
(714) 661-1211 (714) 451-3874
(Name, address, zip code, (Name, address, zip code,
and telephone number, and telephone number,
including area code, of including area code, of
agent for service) agent for service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM
TITLE OF MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE
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Class A Common Stock,
par value $0.01 per share 325,000 $24.6875 $8,023,438 $ 2,367
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(1) Estimated solely for purposes of determining the registration fee
pursuant to Rule 457(h) and Rule 457(c) based on the average of the high
and low prices for the Class A Common Stock of RemedyTemp, Inc. as
reported on March 3, 1998, on the Nasdaq National Market.
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INTRODUCTION
This Registration Statement on Form S-8 is filed by RemedyTemp, Inc.
(the "Company") relating to an additional 325,000 shares of the Company's Class
A Common Stock, par value $0.01 per share (the "Common Stock"), issuable to
officers, directors, key employees and consultants of the Company upon exercise
of stock options or pursuant to certain other awards granted under the Amended
and Restated RemedyTemp, Inc. 1996 Stock Incentive Plan (the "Plan"), amended
effective February 18, 1998 to increase to 1,225,000 the number of shares that
may be issued pursuant to awards under the Plan, and consists of only those
items required by General Instruction E to Form S-8.
INCORPORATION OF PREVIOUSLY FILED REGISTRATION STATEMENT
Pursuant to General Instruction E to Form S-8, the contents of the
Registration Statement on Form S-8 (Registration No. 333-11307), filed with the
Securities and Exchange Commission on September 3, 1996, are incorporated herein
by reference and made a part hereof.
For purposes of this Registration Statement, any statement contained in
a document incorporated or deemed to be incorporated herein by reference shall
be deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated herein by reference modifies or supersedes such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constituted a part of this Registration
Statement.
ITEM 8. EXHIBITS.
4.1 Specimen Stock Certificate*
4.2 Shareholder Rights Agreement*
4.3 Amended and Restated Articles of Incorporation of the Company**
4.4 Amended and Restated Bylaws of the Company
4.5 Amended and Restated RemedyTemp, Inc. 1996 Stock Incentive Plan
5 Opinion of Gibson, Dunn & Crutcher LLP as to the legality of the
securities being registered
23.1 Consent of Price Waterhouse LLP, independent accountants
23.2 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5 hereto)
24 Power of Attorney (contained on signature page hereto)
* Incorporated by reference to the exhibit of the same number to the
Company's Registration Statement on Form S-1 (Reg. No. 333-4276), as
amended.
** Incorporated by reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-1 (Reg. No. 333-4276), as amended.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Juan Capistrano, State of California, on March 6,
1998.
REMEDYTEMP, INC.
By: /s/ Paul W. Mikos
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Paul W. Mikos
President and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Paul
W. Mikos and Alan M. Purdy 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 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 to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming that all said attorneys-in-fact and agents, each acting alone, or
his substitute or substitutes, may lawfully 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.
NAME TITLE DATE
/s/ Paul W. Mikos Director, President and Chief March 6, 1998
- ------------------------------ Executive Officer (Principal
Paul W. Mikos Executive Officer)
/s/ Alan M. Purdy Chief Financial Officer March 6, 1998
- ------------------------------ (Principal Financial Officer
Alan M. Purdy and Principal Accounting
Officer)
/s/ Robert E. McDonough, Sr. Director, Chairman of the Board March 6, 1998
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Robert E. McDonough, Sr.
/s/ Susan McDonough Mikos Director, Secretary March 6, 1998
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Susan McDonough Mikos
/s/ William D. Cvengros Director March 6, 1998
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William D. Cvengros
/s/ James L. Doti Director March 6, 1998
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James L. Doti
/s/ Robert A. Elliott Director March 6, 1998
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Robert A. Elliott
/s/ John B. Zaepfel Director March 6, 1998
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John B. Zaepfel
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INDEX TO EXHIBITS
Exhibit No. Description
4.1 Specimen Stock Certificate *
4.2 Shareholder Rights Agreement *
4.3 Amended and Restated Articles of Incorporation **
4.4 Amended and Restated Bylaws
4.5 Amended and Restated RemedyTemp, Inc. 1996 Stock
Incentive Plan
5 Opinion of Gibson, Dunn & Crutcher LLP as to the legality of
the securities being registered
23.1 Consent of Price Waterhouse LLP, independent accountants
23.2 Consent of Gibson, Dunn & Crutcher LLP (contained in
Exhibit 5 hereto)
24 Power of Attorney (contained on signature page hereof)
* Incorporated by reference to the exhibit of the same number to the Company's
Registration Statement on Form S-1 (Reg. No. 333-4276), as amended.
** Incorporated by reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-1 (Reg. No. 333-4276), as amended.
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