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
______________________
LABOR READY, INC.
(Exact name of registrant as specified in its charter)
Washington 91-1287341
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1016 South 28th Street
Tacoma, WA 98409
(206) 383-9101
(Address of Principal Executive Offices)
LABOR READY, INC. 401(K) PLAN
(Full title of the plan)
Ralph E. Peterson Copies to:
Labor Ready, Inc. Mark R. Beatty, Esq.
1016 South 28th Street Sophie Hager Hume, Esq.
Tacoma, WA 98409 Preston Gates & Ellis LLP
(206) 383-9101 5000 Columbia Center
(Name and address of agent for service) 701 Fifth Avenue
Seattle, Washington 98104
(206) 623-7580
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Proposed Proposed
Title of securities Amount to be maximum offering maximum aggregate Amount of
to be registered registered (1) price per unit (2) offering price (2) registration fee
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Common Stock, no
par value per share 30,000 shares $19.75 $592,000 $180
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(1) Together with an indeterminate number of additional shares which may
be necessary to adjust the number of shares reserved for issuance
pursuant to such plan as the result of any future stock split, stock
dividend or similar adjustment of the outstanding Common Stock of the
Registrant. In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the Labor Ready,
Inc. 401(k) Plan described herein.
(2) Estimated solely for the purpose of calculating the registration fee
and, pursuant to Rule 457(c) of the Securities Act of 1933, based upon
the average high and low prices of the Common Stock of the Registrant
on the Nasdaq Stock Market on September 18, 1997.
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. PLAN INFORMATION
The documents containing the information specified in Part I of this
Registration Statement will be sent or given to employees as specified by
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities
Act"). Such documents are not required to be and are not filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant
to Rule 424. These documents and the documents incorporated by reference in
this Registration Statement pursuant to Item 3 of Part II of this Form S-8,
taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which
documents are incorporated by reference in this Section 10(a) Prospectus),
other documents required to be delivered to eligible employees pursuant to
Rule 428(b) or additional information about the Labor Ready, Inc. 401(k) Plan
and its administrators are available without charge by contacting:
Ralph E. Peterson
Chief Operating Officer
Labor Ready, Inc.
1016 South 28th Street
Tacoma, WA 98409
1-800-991-4991
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Commission by Labor
Ready, Inc. (the "Company") are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since
December 31, 1996.
(c) The description of the Common Stock is contained in the Company's
Registration Statement on Form 10 filed pursuant to Section 12 of the
Exchange Act, as updated by the description of the Common Stock that is
contained in the prospectus dated June 12, 1996 (the "Prospectus") with
respect to shares of the Company's Common Stock, having no par value per
share, including any amendment or report filed for the purpose of updating
such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters all
securities then remaining unsold are deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the respective
dates of filing of such documents (such documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Legal matters in connection with the securities registered hereby were
passed upon by Preston Gates & Ellis LLP, Seattle, Washington. As of
September 8, 1997, attorneys who are partners or employed by such firm
beneficially own approximately 4,571 shares of Common Stock of the Company.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Chapters 23B.08.510 and .570 of the Washington Business Corporation Act
(the "Act") 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 full extent permitted by the Act, as amended from time
to time, indemnify all directors and officers of the Company. In addition,
the Company's Articles of Incorporation contains 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 that involve intentional misconduct
or a knowing violation of law, (ii) conduct in violation of Chapter
23B.08.310 of the Act (which section relates to unlawful distributions) or
(iii) any transaction from which a director
personally received a benefit in money, property or services to which the
director was not legally entitled.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
EXHIBIT DESCRIPTION
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4 -- Labor Ready, Inc. 401(k) Plan consisting of
(i) Merrill Lynch Special Prototype Defined Contribution
Plan and (ii) Merrill Lynch Special Prototype Defined
Contribution Plan Adoption Agreement
5 -- Opinion of Preston Gates & Ellis LLP
23.1 -- Consent of Preston Gates & Ellis LLP (see Exhibit 5)
23.2 -- Consent of BDO Seidman, LLP, Independent Certified
Public Accountants
Item 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(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, 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) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 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 herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 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 Act and
will be governed by the final adjudication of such issue.
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-8 and has duly authorized and
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Tacoma, State of
Washington on this 13th day of August, 1997.
LABOR READY, INC.
By /s/ Glenn A. Welstad
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Glenn A. Welstad
Chairman, Chief Executive Officer
and President
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 date indicated.
SIGNATURE TITLE DATE
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/s/ Glenn A. Welstad Chairman, Chief Executive Officer, August 13, 1997
- ---------------------- President and Director (Principal
Glenn A. Welstad Executive Officer)
/s/ Ralph E. Peterson Executive Vice President, Chief August 13, 1997
- ---------------------- Operating Officer, Chief Financial
Ralph E. Peterson Officer and Director
/s/ Robert J. Sullivan Director August 13, 1997
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Robert J. Sullivan
/s/ Thomas E. McChesney Director August 13, 1997
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Thomas E. McChesney
/s/ Ronald L. Junck Secretary and Director August 13, 1997
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Ronald L. Junck
/s/ Richard W. Gasten Director August 13, 1997
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Richard W. Gasten
INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
EXHIBIT DESCRIPTION PAGE
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4 -- Labor Ready, Inc. 401(k) Plan consisting of
(i) Merrill Lynch Special Prototype Defined
Contribution Plan and (ii) Merrill Lynch Special
Prototype Defined Contribution Plan Adoption Agreement
5 -- Opinion of Preston Gates & Ellis LLP
23.1 -- Consent of Preston Gates & Ellis LLP (see Exhibit 5)
23.2 -- Consent of BDO Seidman, LLP, Independent Certified
Public Accountants