As filed with the Securities and Exchange Commission on June 11, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNIFORCE SERVICES, INC.
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(Exact name of registrant as specified in its charter)
New York
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(State or other jurisdiction of incorporation or organization)
13-1996648
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(I.R.S. employer identification no.)
415 Crossways Park Drive, Woodbury, NY 11797
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(Address of principal executive offices) (Zip Code)
Stock Option Grants by Uniforce Services, Inc. to
Harry V. Maccarrone and Rosemary Maniscalco (the "Executive Options")
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(Full title of the plan)
John Fanning
Uniforce Services, Inc.
415 Crossways Park Drive
Woodbury, New York 11797
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(Name and address of agent for service)
(516) 437-3300
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share price fee
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Common stock, par
value $.01 per 92,535 shares $ 11.25 (2) $ 1,041,018.75 $315.46
share (the (1)(2)
"Common Stock"),
issuable upon
exercise of the
Executive Options
=======================================================================================================
(1) Pursuant to Rule 416, an indeterminate number of shares of Common Stock
that may become issuable pursuant to antidilution provisions of the
Executive Options are also being registered.
(2) Consists of 92,535 shares with respect to which the Executive Options
have been granted at an exercise price of $11.25 per share.
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED JUNE 11, 1997
PROSPECTUS
92,535 COMMON SHARES
UNIFORCE SERVICES, INC.
Common Stock (par value $.01 per share)
This Prospectus relates to the reoffer and resale by certain selling
shareholders (the "Selling Shareholders"), each of whom may be deemed to be an
"affiliate" of the Company as defined in Rule 405 of the Securities Act of 1933,
as amended (the "Securities Act"), of shares (the "Shares") constituting a
portion of the common stock, par value $.01 per share (the "Common Stock"), of
Uniforce Services, Inc. (the "Company") issued by the Company to the Selling
Shareholders upon the exercise of the Executive Options granted pursuant to
Stock Option Agreements, dated February 21, 1996, by and between the Company and
each of Harry V. Maccarrone and Rosemary Maniscalco (the "Executive Option
Agreements").
The offer and sale of the Shares to the Selling Shareholders were
previously registered under the Securities Act. The Shares are being reoffered
and resold for the account of the Selling Shareholders and the Company will not
receive any of the proceeds from the resale of the Shares.
The Selling Shareholders have advised the Company that the resale of
the Shares may be effected from time to time in one or more transactions in the
over-the-counter market, in negotiated transactions or otherwise at market
prices prevailing at the time of the sale or at prices otherwise negotiated. See
"Plan of Distribution." The Company will bear all expenses in connection with
the preparation of this Prospectus.
The Common Stock is traded on the Nasdaq National Market ("Nasdaq")
under the symbol "UNFR." On June 9, 1997, the last sale price for the Common
Stock, as reported on Nasdaq, was $18.25.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this Prospectus is , 1997.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549; Northwestern Atrium Center, Suite 1400,
500 West Madison Street, Chicago, Illinois 60661; and Seven World Trade Center,
13th Floor, New York, New York 10048. Copies of such material can be obtained
from the Public Reference Section of the Commission at Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
TABLE OF CONTENTS
AVAILABLE INFORMATION.............................................. 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.................... 3
GENERAL INFORMATION................................................ 4
USE OF PROCEEDS.................................................... 4
SELLING SHAREHOLDERS............................................... 4
PLAN OF DISTRIBUTION............................................... 5
LEGAL MATTERS...................................................... 5
EXPERTS............................................................ 5
ADDITIONAL INFORMATION............................................. 5
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December
31, 1996 is incorporated by reference in this Prospectus and shall be deemed to
be a part hereof. All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination
of this offering, are deemed to be incorporated by reference in this Prospectus
and shall be deemed to be a part hereof from the date of filing of such
documents.
The Company's Application for Registration of its Common Stock under
Section 12(g) of the Exchange Act filed on April 20, 1984 is incorporated by
reference in this Prospectus and shall be deemed to be a part hereof.
The Company hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus has been delivered, on the written or oral
request of any such person, a copy of any or all of the documents referred to
above which have been or may be incorporated in this Prospectus by reference,
other than exhibits to such documents. Written requests for such copies should
be directed to Uniforce Services, Inc. at 415 Crossways Park Drive, Woodbury,
New York 11797, Attention: Diane J. Geller, Secretary. Oral requests should be
directed to such officer (telephone number (516) 437-3300).
No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with the offer made hereby, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or any Selling Shareholder. This Prospectus does not constitute
an offer to sell, or a solicitation of an offer to buy, the securities offered
hereby to any person in any state or other jurisdiction in which such offer or
solicitation is unlawful. The delivery of this Prospectus at any time does not
imply that information contained herein is correct as of any time subsequent to
its date.
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GENERAL INFORMATION
The Company is a niche supplemental staffing company focused
in the areas of Information Services, technology, office automation, medical
office support and light industrial. It provides supplemental staffing services
to businesses, educational institutions, professional and service organizations,
healthcare facilities, federal, state and local governmental agencies and others
in the United States. In addition, the Company supplies payroll, billing and/or
financial support services to independently owned and operated supplemental
staffing firms, provides supplemental laboratory staffing support to the
scientific community and provides confidential consulting and payrolling
services, permitting clients to utilize former 1099 independent contractors and
consultants.
The Company assists clients in meeting peak workloads,
handling special projects, overcoming personnel shortages and solving staffing
emergencies by supplying them with a supplemental work force. Supplemental
staffing assignments range in duration from days and weeks to many months.
Planned use of supplemental staffing affords economies and flexibility to
clients by permitting the hiring of only such permanent employees as are
required for the basic day-to-day workload. As clients pay only for actual hours
worked by supplemental staff, the cost of such personnel is directly related to
production and work flow. Use of services provided by the Company on a routine
basis also eliminates or reduces clients' recordkeeping, payroll tax, insurance,
benefits, hiring, training and turnover costs.
The Company's principal executive offices are located at 415 Crossways
Park Drive, Woodbury, New York 11797. The Company's telephone number at such
location is (516) 437-3300.
The Shares offered hereby were or will be purchased by the Selling
Shareholders upon exercise of options granted to them pursuant to the Executive
Option Agreements and will be sold for the account of the Selling Shareholders.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the reoffer and
resale of the Shares by the Selling Shareholders.
SELLING SHAREHOLDERS
This Prospectus relates to the reoffer and resale of Shares issued or
that may be issued to the Selling Shareholders under the Executive Option
Agreements.
The following table sets forth (i) the number of shares of Common Stock
owned by each Selling Shareholder at April 23, 1997, (ii) the number of Shares
to be offered for resale by each Selling Shareholder and (iii) the number and
percentage of shares of Common Stock to be held by each Selling Shareholder
after completion of the offering.
Number of shares of
Common Stock/
Number of Percentage of Class to
Number of shares of Shares to be be Owned After
Common Stock Owned at Offered for Completion of the
Name April 23, 1997 Resale Offering
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Harry V. Maccarrone(1)..................... 42,752(3) 23,134(5) 31,184/1.0
Rosemary Maniscalco(2)..................... 72,451(4) 69,401(6) 37,749/1.2
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(1) Mr. Maccarrone has been Vice President - Finance, Treasurer and Chief
Financial Officer of the Company since May 1989, and a Director of the
Company since 1989.
(2) Ms. Maniscalco has been Executive Vice President of the Company since
May 1984, Chief Operating Officer since June 1992 and a Director of the
Company since 1983.
(3) Includes 41,693 shares of Common Stock deemed to be beneficially owned
by Mr. Maccarrone by reason of his right to acquire such shares within
60 days after April 23, 1997.
(4) Includes 72,451 shares of Common Stock deemed to be beneficially owned
by Ms. Maniscalco by reason of her right to acquire such shares within
60 days after April 23, 1997.
(5) Consists of shares of Common Stock underlying the Executive Options
which may be exercised in whole or in part, at any time and from time
to time prior to February 19, 2006 (on which date the Executive Options
will, to the extent not previously exercised, expire), as follows: (a)
as to 5,784 shares of Common Stock on or after December 11, 1996; (b)
as to 5,784 shares of Common Stock, on or after January 1, 1997; (c) as
to 5,783 shares of Common Stock, on or after January 1, 1998; and (d)
as to the remaining 5,783 shares of Common Stock, on or after January
1, 1999.
(6) Consists of shares of Common Stock underlying the Executive Options
which may be exercised in whole or in part, at any time and from time
to time prior to February 19, 2006 (on which date the Executive Options
will, to the extent not previously exercised, expire), as follows: (i)
the incentive stock option to purchase 35,552 shares of Common Stock:
(a) as to 8,888 shares of Common Stock on or after December 11, 1996;
(b) as to 8,888 shares of Common Stock, on or after January 1, 1997;
(c) as to 8,888 shares of Common Stock, on or after January 1, 1998;
and (d) as to the remaining 8,888 shares of Common Stock, on or after
January 1, 1999; and (ii) the non-qualified stock option to purchase
33,849 shares of Common Stock: (a) as to 8,463 shares of Common Stock
on or after December 11, 1996; (b) as to 8,463 shares of Common Stock,
on or after January 1, 1997; (c) as to 8,462 shares of Common Stock, on
or after January 1, 1998; and (d) as to the remaining 8,462 shares of
Common Stock, on or after January 1, 1999.
PLAN OF DISTRIBUTION
It is anticipated that all of the Shares will be offered by the Selling
Shareholders from time to time in the open market, either directly or through
brokers or agents, or in privately negotiated transactions. The Selling
Shareholders have advised the Company that they are not parties to any
agreement, arrangement or understanding as to such sales.
LEGAL MATTERS
Certain legal matters in connection with the issuance of the Shares
offered hereby have been passed upon for the Company by Messrs. Olshan Grundman
Frome & Rosenzweig LLP, 505 Park Avenue, New York, New York 10022.
EXPERTS
The consolidated financial statements of Uniforce Services, Inc. and
its subsidiaries as of December 31, 1996 and 1995 and for each of the years in
the three-year period ended December 31, 1996 have been incorporated by
reference herein in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.
ADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange Commission a
Registration Statement on Form S-8 under the Securities Act with respect to the
Shares offered hereby. For further information with respect to the Company and
the securities offered hereby, reference is made to the Registration Statement.
Statements contained in this Prospectus as to the contents of any contract or
other document are not necessarily complete, and in each instance, reference is
made to the copy of such contract or document filed as an exhibit to the
Registration Statement, each such statement being qualified in all respects by
such reference.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents Reference
The following documents filed by Uniforce Services, Inc. (the
"Company") with the Securities and Exchange Commission are incorporated herein
by reference:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1996.
2. The description of the Company's Common Stock, par value
$.01 per share, in the Company's Registration Statement on Form 8-A filed April
20, 1984.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended, after the effective
date of this registration statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereunder have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interest of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Except as hereinafter set forth, there is no statute, charter
provision, by-law, contract or other arrangement under which any controlling
person, director or officer of the Company is insured or indemnified in any
manner against liability which he may incur in his capacity as such.
The Company's authority to indemnify its directors and
officers is governed by the provisions of Sections 721 to 726 of the New York
Business Corporation Law, as follows:
Section.721 Nonexclusivity of Statutory Provisions for
Indemnification of Directors and Officers -- The indemnification and advancement
of expenses granted pursuant to, or provided by, this article shall not be
deemed exclusive of any other rights to which a director or officer seeking
indemnification or advancement of expenses may be entitled, whether contained in
the certificate of incorporation or the by-laws or, when authorized by such
certificate of incorporation or by-laws, (i) a resolution of shareholders, (ii)
a resolution of directors, or (iii) an agreement providing for such
indemnification, provided that no indemnification may be made to or on behalf of
any director or officer if a judgment or other final adjudication adverse to the
director or officer establishes that his acts were committed in bad faith or
were the result of active and deliberate dishonesty and were material to the
cause of action so adjudicated, or that he personally gained in fact a financial
profit or other advantage to which he was not legally entitled. Nothing
contained in this article shall affect any rights to indemnification to which
corporate personnel other than directors and officers may be entitled by
contract or otherwise under law.
II-1
Section 722 Authorization for Indemnification of Directors and
Officers -- (a) A corporation may indemnify any person, made, or threatened to
be made, a party to an action or proceeding other than one by or in the right of
the corporation to procure a judgment in its favor, whether civil or criminal,
including an action by or in the right of any other corporation of any type or
kind, domestic or foreign, or any partnership, joint venture, trust, employee
benefit plan or other enterprise, which any director or officer of the
corporation served in any capacity at the request of the corporation, by reason
of the fact that he, his testator or intestate, was a director or officer of the
corporation, or served such other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise in any capacity, against
judgments, fines, amounts paid in settlement and reasonable expenses, including
attorneys' fees actually and necessarily incurred as a result of such action or
proceeding, or any appeal therein, if such director or officer acted, in good
faith, for a purpose which he reasonably believed to be in, or, in the case of
service for any other corporation or any partnership, joint venture, trust,
employee benefit plan or other enterprise, not opposed to, the best interests of
the corporation and, in criminal actions or proceedings, in addition, had no
reasonable cause to believe that his conduct was unlawful.
(b) The termination of any such civil or criminal
action or proceeding by judgment, settlement, conviction or upon a plea of nolo
contendere, or its equivalent, shall not in itself create a presumption that any
such director or officer did not act, in good faith, for a purpose which he
reasonably believed to be in, or, in the case of service for any other
corporation or any partnership, joint venture, trust, employee benefit plan or
other enterprise, not opposed to, the best interests of the corporation or that
he had reasonable cause to believe that his conduct was unlawful.
(c) A corporation may indemnify any person made, or
threatened to be made, a party to an action by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he,
his testator or intestate, is or was a director or officer of the corporation,
or is or was serving at the request of the corporation as a director or officer
of any other corporation of any type or kind, domestic or foreign, of any
partnership, joint venture, trust, employee benefit plan or other enterprise,
against amounts paid in settlement and reasonable expenses, including attorneys'
fees, actually and necessarily incurred by him in connection with the defense or
settlement of such action, or in connection with an appeal therein if such
director or officer acted, in good faith, for a purpose which he reasonably
believed to be in, or, in the case of service for any other corporation or any
partnership, joint venture, trust, employee benefit plan or other enterprise,
not opposed to, the best interests of the corporation, except that no
indemnification under this paragraph shall be made in respect of (1) a
threatened action, or a pending action which is settled or otherwise disposed
of, or (2) any claim issue or matter as to which such person shall have been
adjudged to be liable to the corporation, unless and only to the extent that the
court in which the action was brought, or, if no action was brought, any court
of competent jurisdiction, determines upon application that, in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such portion of the settlement amount and expenses as the court
deems proper.
(d) For the purpose of this section, a corporation
shall be deemed to have requested a person to serve an employee benefit plan
where the performance by such person of his duties to the corporation also
imposes duties on, or otherwise involves services by, such person to the plan or
participants or beneficiaries of the plan; excise taxes assessed on a person
with respect to an employee benefit plan pursuant to applicable law shall be
considered fines; and action taken or omitted by a person with respect to an
employee benefit plan in the performance of such person's duties for a purpose
II-2
reasonably believed by such person to be in the interest of the participants and
beneficiaries of the plan shall be deemed to be for a purpose which is not
opposed to the best interests of the corporation.
Section 723 Payment of Indemnification Other Than By Court
Award -- (a) A person who has been successful, on the merits or otherwise, in
the defense of a civil or criminal action or proceeding of the character
described in section 722 shall be entitled to indemnification as authorized in
such section.
(b) Except as provided in paragraph (a), any
indemnification under section 722 or otherwise permitted by section 721, unless
ordered by a court under section 724 (Indemnification of directors and officers
by a court), shall be made by the corporation, only if authorized in the
specific case:
(1) By the board acting by a quorum consisting
of directors who are not parties to such action or proceeding upon a finding
that the director or officer has met the standard of conduct set forth in
section 722 or established pursuant to section 721, as the case may be, or,
(2) If a quorum under subparagraph (1) is not
obtainable or, even if obtainable, a quorum of disinterested directors so
directs;
(A) By the board upon the opinion in writing
of independent legal counsel that indemnification is proper in the circumstances
because the applicable standard of conduct set forth in such sections has been
met by such director or officer, or
(B) By the shareholders upon a finding that
the director or officer has met the applicable standard of conduct set forth in
such sections.
(C) Expenses incurred in defending a civil
or criminal action or proceeding may be paid by the corporation in advance of
the final disposition of such action or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount as,
and to the extent, required by paragraph (a) of section 725.
Section 724 Indemnification of Directors and Officers by a
Court -- (a) Notwithstanding the failure of a corporation to provide
indemnification, and despite any contrary resolution of the board or of the
shareholders in the specific case under section 723 (Payment of indemnification
other than by court award), indemnification shall be awarded by a court to the
extent authorized under section 722 (Authorization for indemnification of
directors and officers), and paragraph (a) of section 723. Application therefor
may be made, in every case, either:
(1) In the civil action or proceeding in which
the expenses were incurred or other amounts were paid, or
(2) To the supreme court in a separate
proceeding, in which case the application shall set forth the disposition of any
previous application made to any court for the same or similar relief and also
reasonable cause for the failure to make application for such relief in action
or proceeding in which the expenses were incurred or other amounts were paid.
(b) The application shall be made in such manner and
form as may be required by the applicable rules of court or, in the absence
thereof, by direction of a court to which it is made. Such application shall be
upon notice to the corporation. The court may also direct that notice be
II-3
given at the expense of the corporation to the shareholders and such other
persons as it may designate in such manner as it may require.
(c) Where indemnification is sought by judicial
action, the court may allow a person such reasonable expenses, including
attorneys' fees, during the pendency of the litigation as are necessary in
connection with his defense therein, if the court shall find that the defendant
has by his pleadings or during the course of the litigation raised genuine
issues of fact or law.
Section 725 Other Provisions Affecting Indemnification of
Directors and Officers -- (a) All expenses incurred in defending a civil or
criminal action or proceeding which are advanced by the corporation under
paragraph (c) of section 723 (Payment of indemnification other than by court
award) or allowed by a court under paragraph (c) of section 724 (Indemnification
of directors and officers by a court) shall be repaid in case the person
receiving such advancement or allowance is ultimately found, under the procedure
set forth in this article, not to be entitled to indemnification or, where
indemnification is granted, to the extent the expenses so advanced by the
corporation or allowed by the court exceed the indemnification to which he is
entitled:
(b) No indemnification, advancement or allowance
shall be made under this article in any circumstance where it appears:
(1) That the indemnification would be
inconsistent with the law of the jurisdiction of incorporation of a foreign
corporation which prohibits or otherwise limits such indemnification;
(2) That the indemnification would be
inconsistent with a provision of the certificate of incorporation, a by-law, a
resolution of the board or of the shareholders, an agreement or other proper
corporate action, in effect at the time of the accrual of the alleged cause of
action asserted in the threatened or pending action or proceeding in which the
expenses were incurred or other amounts were paid, which prohibits or otherwise
limits indemnification; or
(3) If there has been a settlement approved by
the court, that the indemnification would be inconsistent with any condition
with respect to indemnification expressly imposed by the court in approving the
settlement.
(c) If any expenses or other amounts are paid by way
of indemnification, otherwise than by court order or action by the shareholders,
the corporation shall, not later than the next annual meeting of shareholders
unless such meeting is held within three months from the date of such payment,
and in any event, within fifteen months from the date of such payment, mail to
its shareholders of record at the time entitled to vote for the election of
directors a statement specifying the persons paid, the amounts paid, and the
nature and status at the time of such payment of the litigation or threatened
litigation.
(d) If any action with respect to indemnification of
directors and officers is taken by way of amendment of the by-laws, resolution
of directors, or by agreement, then the corporation shall, not later than the
next annual meeting of shareholders, unless such meeting is held within three
months from the date of such action, and, in any event, within fifteen months
from the date of such action, mail to its shareholders of record at the time
entitled to vote for the election of directors a statement specifying the action
taken.
(e) Any notification required to be made pursuant to
the foregoing paragraph (c) or (d) of this section by any domestic mutual
insurer
II-4
shall be satisfied by compliance with the corresponding provisions of section
one thousand two hundred sixteen of the insurance law.
(f) The provisions of this article relating to
indemnification of directors and officers and insurance therefor shall apply to
domestic corporations and foreign corporations doing business in this state,
except as provided in section 1320 (Exemption from certain provisions).
Section 726 Insurance for Indemnification of Directors and
Officers -- (a) Subject to paragraph (b), a corporation shall have power to
purchase and maintain insurance:
(1) To indemnify the corporation for any
obligation which it incurs as a result of the indemnification of directors and
officers under the provisions of this article, and
(2) To indemnify directors and officers in
instances in which they may be indemnified by the corporation under the
provisions of this article, and
(3) To indemnify directors and officers in
instances in which they may not otherwise be indemnified by the corporation
under the provisions of this article provided the contract of insurance covering
such directors and officers provides, in a manner acceptable to the
superintendent of insurance, for a retention amount and for co-insurance.
(b) No insurance under paragraph (a) may provide for
any payment, other than cost of defense, to or on behalf of any director or
officer.
(1) if a judgment or other final adjudication
adverse to the insured director or officer establishes that his acts of active
and deliberate dishonesty were material to the cause of action so adjudicated,
or that he personally gained in fact a financial profit or other advantage to
which he was not legally entitled, or
(2) in relation to any risk the insurance of
which is prohibited under the insurance law of this state.
(c) Insurance under any or all subparagraphs of
paragraph (a) may be included in a single contract or supplement thereto.
Retrospective rated contracts are prohibited.
(d) The corporation shall, within the time and to the
persons provided in paragraph (c) of section 725 (Other provisions affecting
indemnification of directors or officers), mail a statement in respect of any
insurance it has purchased or renewed under this section, specifying the
insurance carrier, date of the contract, cost of the insurance, corporate
positions insured, and a statement explaining all sums, not previously reported
in a statement to shareholders, paid under any indemnification insurance
contract.
(e) This section is the public policy of this state
to spread the risk of corporate management, notwithstanding any other general or
special law of this state or of any other jurisdiction including the federal
government.
----------- ------------ ----------
The Company's certificate of incorporation provides that the
personal liability of the directors of the Company to the Company or its
shareholders for damages for any breach of duty as directors, is eliminated to
II-5
the fullest extent permitted by the Business Corporation Law of the State of New
York. The Company's certificate of incorporation also provides that the Company
shall, to the fullest extent permitted by Sections 722 and 723 of the New York
Business Corporation Law, indemnify any and all persons whom it shall have power
to indemnify under said sections from and against any and all of the expenses,
liabilities or other matters referred to in or covered by said sections,
exclusive of any other rights to which those indemnified may be entitled under
any by-law, agreement, vote of shareholders or directors or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding such office, and shall continue as to persons who have ceased to be
directors, officers, employees or agents and shall inure to the benefit of the
heirs, executors and administrators of such persons.
The Company's by-laws provide for indemnification of the
Company's directors and officers to the fullest extent permitted by the laws of
the State of New York and permit the Company to enter into indemnity agreements
with its officers and directors (the "Indemnity Agreements"). The Company has
entered into Indemnity Agreements with John Fanning, Rosemary Maniscalco, Harry
V. Maccarrone, John H. Brinckerhoff III, Gordon Robinett, Daniel Raynor, Joseph
A. Driscoll and Diane J. Geller. The Indemnity Agreements provide that the
Company shall indemnify such officers or directors from and against any and all
liabilities, costs and expenses, amounts of judgments, fines, penalties and
amounts paid in settlement of or incurred in defense of any settlement in
connection with any threatened, pending or completed claim, action, suit or
proceeding in which such persons are a party, or which may be asserted against
them by reason of their being or having been an officer or director of the
Company (the "Losses"), unless it is determined that such officers and directors
did not act in good faith and for a purpose which they reasonably believed to be
in, or in the case of service to an entity related to the Company, not opposed
to, the best interests of the Company and, in the case of a criminal proceeding
or action, that they had reasonable cause to believe that their conduct was
unlawful. No indemnification may be made under the Indemnity Agreements for
Losses incurred by such officers or directors who are parties to any proceeding
or action by or in the right of the Company to procure a judgment in its favor
in respect of (i) any claim, issue or matter as to which such officers or
directors shall have been adjudged liable to the Company or (ii) any threatened
or pending action to which such officers or directors are a party or are
threatened to be made a party which is settled or otherwise disposed of, unless
any court in which such action or proceeding is brought or any court of
competent jurisdiction shall determine that, in view of all of the
circumstances, such officers or directors are reasonably entitled to indemnity.
Such indemnification shall be in addition to any other rights to which such
officers or directors may be entitled under any law, charter provision, by-law,
agreement, vote of shareholders or otherwise.
The Company maintains a $3,000,000 directors and officers
liability insurance policy.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit Index
Exhibit
4(a) Option Agreement dated February 21, 1996, by and between the
Company and Rosemary Maniscalco.
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4(b) Option Agreement dated February 21, 1996, by and between
the Company and Harry Maccarrone.
5 Opinion of Olshan Grundman Frome & Rosenzweig LLP with respect
to the securities registered hereunder.
23(a) Consent of KPMG Peat Marwick LLP
23(b) Consent of Olshan Grundman Frome & Rosenzweig LLP (included
within Exhibit 5)
Item 9. Undertakings
The undersigned registrant hereby undertakes:
a. 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.
b. 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.
c. 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.
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 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.
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 each 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.
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SIGNATURES
The Registrant. 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 caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the Town of North Hempstead, State of New York, on this 11th day
of June, 1997.
UNIFORCE SERVICES, INC.
(Registrant)
By:/s/ John C. Fanning
------------------------------------
John C. Fanning, Chairman of the
Board, President and Chief
Executive Officer
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
--------- ----- ----
Chairman of the Board,
/s/ John C. Fanning President and Chief
- -------------------------------- Executive Officer June 11, 1997
(John C. Fanning)
Executive Vice President,
/s/ Rosemary Maniscalco Chief Operating Officer
- ------------------------------- and Director June 11, 1997
(Rosemary Maniscalco)
Vice President-Finance,
Treasurer, Principal
Financial and Chief
/s/ Harry V. Maccarrone Accounting Officer
- ------------------------------ and Director June 11, 1997
(Harry V. Maccarrone)
/s/ John H. Brinckerhoff III
- ------------------------------ Director June 11, 1997
(John H. Brinckerhoff III)
/s/ Gordon Robinett
- ------------------------------- Director June 11, 1997
(Gordon Robinett)
/s/ Joseph A. Driscoll
- --------------------------- Director June 11, 1997
(Joseph A. Driscoll)
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of North Hempstead, State of
New York, on June 11, 1997.
UNIFORCE SERVICES, INC.
Stock Option Grants by the Company to
Harry V. Maccarrone and Rosemary Maniscalco
-------------------------------------------
(Plan)
By: /s/ John H. Brinckerhoff III
-----------------------------------
John H. Brinckerhoff III,
Member of Stock Option
Committee
By: /s/ Gordon Robinett
------------------------------------
Gordon Robinett,
Member of Stock Option
Committee
By: /s/ Joseph A. Driscoll
------------------------------------
Joseph A. Driscoll
Member of Stock Option
Committee
II-9