As filed with the Securities and Exchange Commission on June 7, 1996.
Registration No. 333-3183
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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LABOR READY, INC.
(Exact name of registrant as specified in its Charter)
WASHINGTON 7360 91-1287341
(State of Incorporation or (Primary Standard Industrial (IRS Employer Identification
Organization) Classification Code Number) Number)
2156 PACIFIC AVENUE, TACOMA, WASHINGTON 98402
(206) 383-9101
(Address including zip code, and telephone number, including area code, of
registrant's principal executive offices)
RALPH E. PETERSON, 2156 PACIFIC AVENUE, TACOMA, WASHINGTON 98402
(206) 383-9101
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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WITH COPIES TO
MARK R. BEATTY, ESQ. MICHAEL M. FLEMING, ESQ. WILLIAM E. VAN VALKENBERG, ESQ.
GARY J. KOCHER, ESQ. RYAN SWANSON & CLEVELAND BRADLEY B. FURBER, ESQ.
PRESTON GATES & ELLIS 1201 THIRD AVENUE, SUITE 3400 VAN VALKENBERG FURBER LAW
701 FIFTH AVENUE, SUITE 5000 SEATTLE, WA 98101 GROUP P.L.L.C.
SEATTLE, WA 98104 TELEPHONE: (206) 464-4224 1325 FOURTH AVENUE, SUITE 940
TELEPHONE: (206) 623-7580 SEATTLE, WA 98101
TELEPHONE: (206) 464-0637
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
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If the only securities being registered on this form are being offered
pursuant to a dividend or interest reinvestment plan, please check the following
box: / /
If any securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the Company in connection
with the sale of Common Stock being registered (all amounts are estimated except
the SEC Registration Fee, the Nasdaq Listing Fee and the NASD Filing Fee):
SEC Registration Fee........................................... $ 9,716
Nasdaq Listing Fee............................................. 36,000
NASD Filing Fee................................................ 3,318
Blue Sky Qualification Fees and Expenses (including Legal
Fees)......................................................... 25,000
Transfer Agent and Registrar Fees.............................. 5,000
Legal Fees and Expenses........................................ 300,000
Printing Expenses.............................................. 100,000
Auditors' Fees and Expenses.................................... 75,000
Miscellaneous Expenses......................................... 9,966
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TOTAL.................................................... $ 564,000
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ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 23B.08.510 of the Revised Code of Washington authorizes Washington
corporations to indemnify their officers and directors under certain
circumstances against expenses and liabilities incurred in legal proceedings
involving such persons because of their being or having been an officer or
director. The Company's Articles of Incorporation and Bylaws require
indemnification of the Company's officers and directors to the fullest extent
permitted by Washington law. The Company also maintains directors' and officers'
liability insurance.
The Company's Bylaws and Articles of Incorporation provide that the Company
shall, to the fullest extent permitted by the Washington Business Corporation
Act, as amended from time to time, indemnify all directors and officers of the
Company. In addition, the Company's Bylaws contain a provision eliminating the
personal liability of directors to the Company or its shareholders for monetary
damages arising out of a breach of fiduciary duty. Under Washington law, this
provision eliminates the liability of a director for breach of fiduciary duty
but does not eliminate the personal liability of any director for (i) acts or
omissions of a director finally adjudged to be intentional misconduct or a
knowing violation of law, (ii) conduct finally adjudicated to be in violation of
Section 23B.08.310 of the Washington Business Corporation Act (which section
relates to unlawful distributions) or (iii) any transaction with respect to
which it is finally adjudged that a director personally received a benefit in
money, property or services to which the director was not legally entitled.
ITEM 16. EXHIBITS.
EXHIBIT
NO. DESCRIPTION
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1.1 Form of Underwriting Agreement
5.1 Opinion of Preston Gates & Ellis
23.1 Consent of BDO Seidman, LLP
23.2 Consent of Preston Gates & Ellis (contained in Exhibit 5.1)
24.1* Power of Attorney (see signature page)
27.1* Financial Data Schedule
* Filed previously with the Company's Registration Statement No. 333-3183.
II-1
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes to provide to the Underwriters
at the closing specified in the Underwriting Agreements certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.
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 foregoing provisions 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
adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus 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) The undersigned registrant hereby undertakes 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
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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.
(4) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to
be presented by Article 3 of Regulation S-X are not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such
interim financial information.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly authorized and has duly caused
this Amendment to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Tacoma, State of
Washington on this 7th day of June, 1996.
LABOR READY, INC.
By /s/ GLENN A. WELSTAD
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Glenn A. Welstad
CHAIRMAN AND CHIEF EXECUTIVE
OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT TO
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW ON JUNE 7, 1996 BY THE FOLLOWING
PERSONS IN THE CAPACITIES INDICATED.
SIGNATURE TITLE
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/s/ GLENN A. WELSTAD Chairman, Chief Executive Officer and Director (Principal
------------------------------------------- Executive Officer)
Glenn A. Welstad
/s/ RALPH E. PETERSON Chief Financial Officer and Director (Principal Financial
------------------------------------------- and Accounting Officer)
Ralph E. Peterson
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------------------------------------------- Director
Robert J. Sullivan
*
------------------------------------------- Director
Thomas E. McChesney
*
------------------------------------------- Secretary and Director
Ronald L. Junck
* by /s/ GLENN A. WELSTAD
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Glenn A. Welstad
ATTORNEY-IN-FACT
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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1.1 Form of Underwriting Agreement
5.1 Opinion of Preston Gates & Ellis
23.1 Consent of BDO Seidman, LLP
23.2 Consent of Preston Gates & Ellis (contained in Exhibit 5.1)
24.1* Power of Attorney (see signature page)
27.1* Financial Data Schedule
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* Filed previously with the Company's Registration Statement No. 333-3183.