As filed with the Securities and Exchange Commission on May 6, 2002
Registration No. 333-_____________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
MEDICAL STAFFING NETWORK HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 65-0865171
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
901 Yamato Road, Suite 110
Boca Raton, FL 33431
(561) 226-9000
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(Address, including zip code, and telephone number, including
area code, of principal executive offices)
Amended and Restated Stock Option Plan of MSN Holdings, Inc.
MSN Holdings, Inc. 2001 Stock Incentive Plan
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(Full titles of plans)
Robert J. Adamson
President and Chief Executive Officer
Medical Staffing Network Holdings, Inc.
901 Yamato Road, Suite 110
Boca Raton, FL 33431
(561) 226-9000
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(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies to:
Steven J. Gartner, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
EXPLANATORY NOTE
Medical Staffing Network Holdings, Inc. (the "Registrant") previously
registered 2,539,975 shares of common stock of Medical Staffing Network
Holdings, Inc., par value $0.01 per share (the "Common Stock") on Form S-8 (File
No. 333-87358) (the "Registration Statement"), which was filed with the
Securities and Exchange Commission on May 1, 2002.
Under footnote (1) to the "Calculation of Registration Fee" table, the
Registrant stated that the amount to be registered:
Represents 2,274,499 shares of common stock of Medical Staffing Network
Holdings, Inc., par value $0.01 per share (the "Common Stock") issuable
pursuant to the Amended and Restated Stock Option Plan of MSN Holdings,
Inc. and 265,476 shares of Common Stock pursuant to the MSN Holdings, Inc.
2001 Stock Incentive Plan, as amended (collectively, the "Plans").
The purpose of this Post-Effective Amendment No. 1 to the Registration
Statement is to amend this footnote such that the Registrant states that the
amount to be registered:
Represents 265,476 shares of common stock of Medical Staffing Network
Holdings, Inc., par value $0.01 per share (the "Common Stock"), issuable
pursuant to the Amended and Restated Stock Option Plan of MSN Holdings,
Inc. and 2,274,499 shares of Common Stock issuable pursuant to the MSN
Holdings, Inc. 2001 Stock Incentive Plan, as amended (collectively, the
"Plans").
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Boca Raton, Florida on
this 2nd day of May, 2002.
MEDICAL STAFFING NETWORK HOLDINGS, INC.
By: /s/ Kevin S. Little
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Kevin S. Little
Chief Financial Officer