As filed with the Securities and Exchange Commission on November 9, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
FORM S-8
Registration Statement
under
The Securities Act of 1933
_________________________
KORN/FERRY INTERNATIONAL
(Exact name of registrant as specified in its charter)
Delaware 95-2623879
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1800 Century Park East, Suite 900
Los Angeles, California 90067
(Address of Principal Executive Offices)
_________________________
KORN/FERRY INTERNATIONAL PERFORMANCE AWARD PLAN
(Full title of the plan)
_________________________
Peter L. Dunn
1800 Century Park East, Suite 900
Los Angeles, California 90067
(310) 843-4100
(Name, address and telephone number,
including area code, of agent for service)
Copy to:
Steven B. Stokdyk
Sullivan & Cromwell
1888 Century Park East, 21st Floor
Los Angeles, California 90067
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities to be Registered Amount to be Offering Price Aggregate Amount of
Registered Per Share* Offering Price* Registration Fee
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Common Stock, par value $0.01 per share 6,000,000 $34.78 $208,680,000 $55,092
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*Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(c) and (h), based on the average of the high and low prices of the
Common Stock of Korn/Ferry International (the "Company") as reported on The New
York Stock Exchange on November 1, 2000.
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EXPLANATORY STATEMENT
Pursuant to General Instruction E to Form S-8, this Registration Statement
registers additional securities of the same class as other securities for which
a registration statement, also filed on Form S-8 and relating to the Korn/Ferry
International Performance Award Plan, is effective. Therefore, this
Registration Statement consists only of the following: the facing page, the
required statement (regarding incorporation by reference) set forth below, the
required opinions and consents, and the signature page.
This Registration Statement hereby incorporates by reference the contents
of Registrant's earlier registration statement on Form S-8, Registration No.
333-73147 filed with the Commission on March 1, 1999 and the post-effective
amendment to Form S-8 filed with the Commission on October 26, 1999. After
giving effect to this filing, an aggregate of 13,000,000 shares of the
Registrant's Common Stock have been registered for issuance pursuant to the
Korn/Ferry International Performance Award Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to the above-mentioned instruction to Form S-8, the only exhibits
required with this filing are the opinions and consents, as listed below.
Item 8. Exhibits.
See the attached Exhibit Index that follows the signature page.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant, Korn/Ferry International, 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 Los Angeles, State of
California, on this 8th day of November, 2000.
KORN/FERRY INTERNATIONAL
By: /s/ Elizabeth S.C.S. Murray
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Elizabeth S.C.S. Murray
Chief Financial Officer, Treasurer and
Executive Vice President
We, the undersigned officers and directors of Korn/Ferry International, do
hereby constitute and appoint Peter L. Dunn and Elizabeth S.C.S Murray, and each
of them, our true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for each of us and in each of our names, places
and stead, in any and all capacities, to sign any and all amendments to this
registration statement, and to file the same, with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite or
necessary or desirable to be done in and about the premises, as fully to all
intents and purposes as each of us might or could do in person, hereby ratifying
and confirming all that each of said attorneys-in-fact and agents, or any of
them, or his/her substitute, 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:
Signature Title Date
--------- ----- ----
/s/ Richard M. Ferry Chair of the Board and Director November 8, 2000
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Richard M. Ferry
/s/ Windle B. Priem Chief Executive Officer, President November 2, 2000
- ------------------------------------ and Director (Principal Executive
Windle B. Priem Officer)
/s/ Elizabeth S.C.S. Murray Chief Financial Officer, Treasurer November 8, 2000
- ------------------------------------ and Executive Vice President
Elizabeth S.C.S. Murray (Principal Financial Officer)
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/s/ Donald E. Jordan Senior Vice President of Finance November 8, 2000
- ------------------------------------ (Principal Accounting Officer)
Donald E. Jordan
/s/ James E. Bartlett Director November 1, 2000
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James E. Bartlett
/s/ Frank V. Cahouet Director November 3, 2000
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Frank V. Cahouet
/s/ Peter L. Dunn Director November 8, 2000
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Peter L. Dunn
Director
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Timothy K. Friar
Director
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Sakie T. Fukushima
/s/ Patti S. Hart Director November 8, 2000
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Patti S. Hart
/s/ Scott E. Kingdom Director November 8, 2000
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Scott E. Kingdom
/s/ Charles D. Miller Director November 8, 2000
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Charles D. Miller
/s/ Gerhard Schulmeyer Director November 8, 2000
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Gerhard Schulmeyer
4
/s/ Mark C. Thompson Director November 8, 2000
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Mark C. Thompson
5
EXHIBIT INDEX
Exhibit No. Description
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5.1 Opinion of Sullivan & Cromwell as to the
validity of the Common Stock.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Counsel (included in Exhibit 5.1).
24 Power of Attorney (included on signature page).
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