As filed with the Securities and Exchange Commission on July 8, 1999
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
MANPOWER INC.
(Exact Name of Registrant as Specified in Charter)
Wisconsin 39-1672779
(State of Incorporation) (I.R.S. Employer Identification No.)
5301 North Ironwood Road
Milwaukee, Wisconsin 53217
(Address of Principal Executive Offices) (Zip Code)
____________________________________
STOCK OPTION AGREEMENT BETWEEN JOHN R. WALTER
AND MANPOWER INC. DATED AS OF APRIL 26, 1999
____________________________________
Michael J. Van Handel
Manpower Inc.
5301 North Ironwood Road
Milwaukee, Wisconsin 53217
(414) 961-1000
(Name, address and telephone number, including area code, of agent
for service)
With copies to:
Scott A. Moehrke
Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, Wisconsin 53202
(414) 273-3500
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount maximum maximum Amount of
securities to to be offering aggregate registration
be registered registered price per share offering price fee
Common Stock,
.01 par value 175,000 $22.6875(1) $3,970,312.50 $1,103.75(1)
(1) The registration fee is calculated pursuant to
Rule 457(c) under the Securities Act of 1933, as
amended. The registration fee is based on the
average of the high and low price of a share of
Manpower Inc. common stock on July 1, 1999 on the
New York Stock Exchange, as reported in the
Midwest Edition of The Wall Street Journal on July
2, 1999.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents are incorporated by reference in this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998.
(b) The Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1999.
(c) The Registrant's Current Report on Form 8-K for
the period ended April 26, 1999.
(d) The description of the Registrant's
common stock contained in the Registrant's
Registration Statement pursuant to Section 12 of
the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), including any amendment or
report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act prior to the filing of a post-effective
amendment which indicates that all shares offered have
been sold or which deregisters all securities then
remaining unsold, shall be deemed incorporated by
reference in this Registration Statement and to be part
hereof from the date of filing of such documents.
Item 5. Interests of Named Experts and Counsel
The validity of the issuance of the common stock
offered hereby will be passed upon by Godfrey & Kahn,
S.C., Milwaukee, Wisconsin. Mr. Dudley J. Godfrey, Jr.
is a director of the Registrant and a Senior
Shareholder in Godfrey & Kahn, S.C., counsel to the
Registrant.
Item 6. Indemnification of Directors and Officers
Sections 180.0850 to 180.0859 of the Wisconsin
Statutes require a corporation to indemnify any
director or officer who is a party to any threatened,
pending or completed civil, criminal, administrative or
investigative action, suit, arbitration or other
proceeding, whether formal or informal, which involves
foreign, federal, state or local law and which is
brought by or in the right of the corporation or by any
other person. A corporation's obligation to indemnify
any such person includes the obligation to pay any
judgment, settlement, penalty, assessment, forfeiture
or fine, including any excise tax assessed with respect
to an employee benefit plan, and all reasonable
expenses including fees, costs, charges, disbursements,
attorney's and other expenses except in those cases in
which liability was incurred as a result of the breach
or failure to perform a duty which the director or
officer owes to the corporation and the breach or
failure to perform constitutes: (i) a willful failure
to deal fairly with the corporation or its shareholders
in connection with a matter in which the director or
officer has a material conflict of interest; (ii) a
violation of criminal law, unless the person has
reasonable cause to believe his conduct was lawful or
had no reasonable cause to believe his conduct was
unlawful; (iii) a transaction from which the person
derived an improper personal profit; or (iv) willful
misconduct.
Unless otherwise provided in a corporation's
articles of incorporation or by-laws or by written
agreement, an officer or director seeking
indemnification is entitled to indemnification if
approved in any of the following manners: (i) by
majority vote of a disinterested quorum of the board of
directors, or if such quorum of disinterested directors
cannot be obtained, by a majority vote of a committee
of two or more disinterested directors; (ii) by
independent legal counsel; (iii) by a panel of three
arbitrators; (iv) by affirmative vote of shareholders;
(v) by a court; or (vi) with respect to any additional
right to indemnification granted by any other method
permitted in Section 180.0858 of the Wisconsin
Statutes.
Reasonable expenses incurred by a director or
officer who is a party to a proceeding may be
reimbursed by a corporation at such time as the
director or officer furnishes to the corporation
written affirmation of his good faith belief that he
has not breached or failed to perform his duties and a
written undertaking to repay any amounts advanced if it
is determined that indemnification by the corporation
is not required.
The indemnification provisions of Sections
180.0850 to 180.0859 are not exclusive. A corporation
may expand an officer's or director's right to
indemnification (i) in its articles of incorporation or
by-laws; (ii) by written agreement between the director
or officer and the corporation; (iii) by resolution of
its board of directors; or (iv) by resolution of a
majority of all of the corporation's voting shares then
issued and outstanding.
As permitted by Section 180.0858, the Company has
adopted indemnification provisions in its By-Laws which
closely track the statutory indemnification provisions
with certain exceptions. In particular, Article VII of
the Company's By-Laws provides (i) that an individual
shall be indemnified unless it is proven by a final
judicial adjudication that indemnification is
prohibited, and (ii) payment or reimbursement of
expenses, subject to certain limitations, will be
mandatory rather than permissive.
The Company's officers and directors currently are
covered by officers' and directors' liability insurance.
Item 8. Exhibits
4 Stock Option Agreement between John R. Walter
and Manpower Inc. dated as of April 26, 1999
5 Opinion of Godfrey & Kahn, S.C.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Godfrey & Kahn, S.C. (included in Exhibit 5)
24 Powers of Attorney
Item 9. Undertakings *
The Registrant hereby undertakes:
(a) (1) To file, during any period in which
offers or sales are being made, a post-effective
amendment to this Registration Statement to
include any material information with respect to
the plan of distribution not previously disclosed
in the Registration Statement or any material
change to such information in the Registration
Statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, as
amended (the "Securities Act"), each such post-
effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such
securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of
a post-effective amendment any of the securities
being registered which remain unsold at the
termination of the offering.
(b) (4) That, for purposes of determining any
liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the Registration
Statement shall be deemed to be a new registration
statement relating to the securities offered
therein, and the offering of such securities at
that time shall be deemed to be the initial bona
fide offering thereof.
(h) (5) Insofar as indemnification for
liabilities arising under the Securities Act may
be permitted to directors, officers and
controlling persons of the Registrant pursuant to
the provisions described in Item 6 of
this Registration Statement or otherwise, the
Registrant has been advised that in the opinion of
the Securities and Exchange Commission such
indemnification is against public policy as
expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for
indemnification against such liabilities (other
than the payment by the Registrant of expenses
incurred or paid by a director, officer or
controlling person of the Registrant in the
successful defense of any action, suit or
proceeding) is asserted by such director, officer
or controlling person in connection with the
securities being registered, the Registrant will,
unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the
question whether such indemnification by it is
against public policy as expressed in the
Securities Act and will be governed by the final
adjudication of such issue.
* Paragraphs correspond to Item 512 of Regulation S-K.
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, as amended, 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 Milwaukee, State of Wisconsin, on July
2, 1999.
MANPOWER INC.
By: /s/ Jeffrey A. Joerres
Jeffrey A. Joerres, President
and Chief Executive Officer
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/Jeffrey A. Joerres President, Chief Executive Officer July 2, 1999
Jeffrey A. Joerres and a Director (Principal Executive
Officer)
/s/Michael J. Van Handel Senior Vice President-Chief July 2, 1999
Michael J. Van Handel Financial Officer, Treasurer
and Secretary (Principal Financial
Officer and Principal Accounting
Officer)
Directors: John R. Walter, Dudley J. Godfrey, Jr., Marvin B. Goodman,
J. Ira Harris, Terry A. Hueneke, Newton N. Minow,
Gilbert Palay and Dennis Stevenson
By:/s/ Michael J. Van Handel July 2, 1999
Michael J. Van Handel
Attorney-In-Fact*
* Pursuant to authority granted by powers of attorney,
copies of which are filed herewith.
EXHIBIT INDEX
Exhibits
4 Stock Option Agreement between John R. Walter and
Manpower Inc. dated as of April 26, 1999
5 Opinion of Godfrey & Kahn, S.C.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Godfrey & Kahn, S.C. (included in Exhibit 5)
24 Powers of Attorney