SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
INTERIM SERVICES INC.
(Exact name of registrant as specified in its charter )
DELAWARE
(State of incorporation)
36-3536544
(I.R.S. Employer Identification No.)
2050 Spectrum Boulevard, Ft. Lauderdale, Florida 33309
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. |_|
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. |_|
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
- -------------------------------------- ----------------------------------------
Preferred Stock Purchase Rights New York Stock Exchange
with respect to Common Stock, par
value $0.01 per share
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
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On February 17, 1994, the Board of Directors of Interim Services
Inc. (the "Company") declared a dividend distribution of one right (a "Right")
for each outstanding share of Common Stock, $.01 par value (the "Common Stock"),
of the Company. The dividend is payable to the shareholders of record at the
close of business on April 1, 1994 (the "Record Date"). In addition, the Company
has authorized the issuance of one Right with respect to each share of Common
Stock that becomes outstanding after the Record Date. Except as set forth below,
each Right, when exercisable, entitles the registered holder to purchase from
the Company one one-hundredth of a share of a new series of voting preferred
stock, designated as "Participating Preferred Stock," $.01 par value (the
"Preferred Stock"), at a price of $98.00 per one one-hundredth of a share (the
"Purchase Price"), subject to adjustment. The description and terms of the
Rights are set forth in a Rights Agreement (the "Rights Agreement") between the
Company and Boatmen's Trust Company, as Rights Agent (the "Rights Agent").
As of the Record Date, the rights attached to all Common Stock
certificates representing shares then outstanding. No separate Right
certificates will be distributed until the earlier of (i) either (a) a public
announcement that, without the prior written approval of a majority of the Board
of Directors of the Company, a person or group of affiliated or associated
persons (an "Acquiring Person") has acquired, or obtained the right to acquire,
15% or more of the outstanding shares of Common Stock of the Company, or (b) the
date on which the Company first has notice or otherwise determines that a person
has become an Acquiring Person (the first to occur of the events in clause (a)
or (b) above being called the "Stock Acquisition Date"), or (ii) ten days
following the commencement or first public announcement of an intention to make
a tender offer or exchange offer (if such intention to commence remains in
effect for five business days after such commencement or announcement) without
the prior written approval of a majority of the Board of Directors of the
Company, for 15% or more of the outstanding shares of such Common Stock (the
earlier of the dates described in clause (i) or (ii) above being called the
"Distribution Date").
Until the Distribution Date (or earlier redemption or expiration of
the Rights), certificates for Common Stock (including the Common Stock held in
the Company's treasury on the Record Date) that becomes outstanding after the
Record Date will contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption or expiration of
the Rights), the Rights may only be transferred with the Company's Common Stock
and the surrender for transfer of any Common Stock certificates will also
constitute the transfer of the Rights associated with the Common Stock
represented by such certificates. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Rights
Certificates") will be mailed to holders of record of the Company's Common Stock
as of the close of business on the Distribution Date and such separate
certificates alone will then evidence the Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on the earlier of (i) April 1, 2004, (ii) the redemption or
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exchange of the Rights by the Company, as described below, or (iii) the
consummation of certain merger transactions with a person or group who acquired
Common Stock pursuant to a Permitted Offer (as defined below), and who is
offering in any such transaction the same per share and form of consideration
paid in the Permitted Offer.
The Purchase Price payable, and the number of shares of Preferred
Stock or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Stock, (ii) upon the determination of a record date for the
distribution to holders of Preferred Stock of rights or warrants to subscribe
for shares of Preferred Stock or securities convertible into Preferred Stock at
less than the then current market price of the Preferred Stock, or (iii) upon
the determination of a record date for the distribution to holders of Preferred
Stock or evidences of indebtedness, cash or assets (excluding regular periodic
cash dividends out of earnings or retained earnings or dividends payable in
Preferred Stock) or of convertible securities, subscription rights or warrants
(other than those referred to above).
In the event that, following the Distribution Date; (i) the Company
consolidates with or merges into another person, (ii) any person consolidates
with or merges into the Company and the Company is the continuing or surviving
corporation of such merger and, in connection with such merger, all or part of
the Common Stock of the Company is changed into or exchanged for securities of
another person, cash or other property, or (iii) the Company sells or otherwise
transfers, in one or more transactions, 50% or more of its assets or earning
power, then proper provision shall be made so that each holder of a Right (other
than the Acquiring Person or any affiliate or associate of the Acquiring Person)
shall thereafter have the right to receive, upon the exercise of the Right and
payment of the Purchase Price, that number of shares of common stock of the
surviving or purchasing company (or, in certain cases, one of its affiliates)
which at the time of such transaction would have a then current market value of
two times the Purchase Price (such right being called the "Merger Right").
In the event that any person shall become an Acquiring Person other
than pursuant to a Permitted Offer, proper provision shall be made so that each
holder of a Right (other than the Acquiring Person or any affiliate or associate
of the Acquiring Person) will, for a sixty day period thereafter, have the right
to receive, upon the exercise of the Right and payment of the Purchase Price,
that number of shares of Common Stock of the Company having a then current
market value of two times the Purchase Price of the Right, subject to the
availability of a sufficient number of treasury shares or authorized but
unissued shares, and then a common stock equivalent (such as Preferred Stock or
another equity security with at least the same economic value as the Common
Stock) having a then market value of two times the Purchase Price of the Right
(such right being called the "Subscription Right"). The holder of a Right will
continue to have the Merger Right whether or not such holder exercises the
Subscription Right.
A "Permitted Offer" is a tender offer or exchange offer for all
outstanding shares of Common Stock, at a price and on terms determined by at
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least a majority of the members of the Board of Directors who are not officers
of the Company to be both adequate and otherwise in the best interest of the
Company and its shareholders.
Upon the occurrence of any of the events giving rise to the
exercisability of the Subscription Right or the Merger Right, any Rights that
are or were owned by an Acquiring Person or an affiliate or an associate of an
Acquiring Person will become void insofar as they relate to the Subscription
Right or Merger Right and such holder will have no rights to exercise such
Rights from and after the occurrence of such an event insofar as they relate to
the Subscription Right or the Merger Right.
With certain exceptions, no adjustments in the Purchase Price or the
number of shares covered by each Right will be required until cumulative
adjustments require an adjustment of at least 1% in such Purchase Price. No
fractional shares of Common Stock or other securities issuable upon exercise of
the Rights (other than Preferred Stock) will be issued. In lieu of fractional
shares, an adjustment in cash will be made based on the market price of the
Common Stock on the last trading date prior to the date of exercise of such
Rights.
At any time prior to a person becoming an Acquiring Person (or the
earlier expiration of the Rights), a majority of the Board of Directors of the
Company may elect to redeem the Rights in whole, but not in part, at a price of
$.01 per Right (the "Redemption Price"). Immediately upon the action of the
Board of Directors electing to redeem the Rights, the Company shall make
announcement thereof, and the right to exercise the Rights will terminate and
the only right of the holders of the Rights will be to receive the Redemption
Price.
In addition, the Board of Directors of the Company may redeem all
but not less than all of the then outstanding Rights at the Redemption Price
following a Stock Acquisition Date but prior to certain mergers and other
business combination transactions, provided that such redemption is incidental
to a Permitted Offer or a merger or other business combination transaction in
which all holders of Common Stock are treated alike and not involving an
Acquiring Person or an affiliate or associate of an Acquiring Person or any
other person in which such Acquiring Person, affiliate or associate has any
interest, or any other person acting directly or indirectly on behalf of or in
association with any such Acquiring Person, affiliate or associate.
After a person or group has become an Acquiring Person, the Company
may exchange all or part of the then outstanding and exercisable Rights (other
than Rights owned by an Acquiring Person that became void with respect to the
Merger Right or the Subscription Right) for Common Stock or common stock
equivalents at an exchange in ratio of one share of Common Stock (or equivalent
value of common stock equivalent) per Right. The Company may not effect such an
exchange, however, at any time after any person (other than the Company and
related entities), together with certain related parties, beneficially owns 50%
or more of the Common Stock. Upon action by the Company ordering such exchange,
the right to exercise the Rights subject to the exchange will terminate and the
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only right of the holders of such Rights will be to receive shares of Common
Stock based on the above exchange ratio.
The Preferred Stock purchasable upon exercise of the Rights will be
non- redeemable and junior to any other series of preferred stock the Company
may issue (unless otherwise provided in the terms of such stock). Each share of
Preferred Stock will have a preferential quarterly dividend in an amount equal
to 100 times any dividend declared on each share of Common Stock, but in no
event less than $1.00 per share. In the event of liquidation, the holders of
Preferred Stock will receive a preferred liquidated payment equal to the greater
of $100.00 or 100 times the payment made per each share of Common Stock. Each
share of Preferred Stock will have 100 votes on all matters submitted to the
vote of shareholders of the Company and vote together as one class with the
holders of shares of the Company's Common Stock and the holders of any other
capital stock of the Company having general voting rights. In the event of any
merger, consolidation, combination or other transaction in which shares of the
Company's Common Stock are exchanged for stock or securities of another person,
cash or other property, each share of Preferred Stock will be entitled to
receive 100 times the amount and type of consideration received per share of
Common Stock. The rights of the Preferred Stock as to dividends, liquidation and
voting, and in the event of mergers and consolidations, are protected by
customary anti-dilution provisions. Fractional shares of Preferred Stock in
integral multiples of one one-hundredth of a share of Preferred Stock will be
insurable; however, the Company may elect to distribute depositary receipts in
lieu of such fractional shares. In lieu of fractional shares, other than
fractions that are multiples of one one-hundredth of a share, an adjustment in
cash will be made based on the market price of the Preferred Stock on the last
trading date prior to the date of exercise of such Rights.
The Company may from time to time supplement or amend the Rights
Agreement without the approval of any holders of Rights Certificates in order to
cure any ambiguity, to correct or supplement any provision contained therein
which may be defective or inconsistent with any other provisions therein, or to
make any other provisions in regard to matters or questions arising thereunder
which the Company may deem necessary or desirable and which shall be consistent
with, and for the purpose of fulfilling, the objectives of the Board of
Directors in adopting the Rights Agreement, any such supplement or amendment to
be evidenced by a writing signed by the Company and the Rights Agent; provided,
however, that from and after such time as any person becomes an Acquiring
Person, the Rights Agreement shall not be amended in any manner which would
adversely affect the interest of the holders of Rights.
Until a Right is exercised, the holder thereof, as such, will have
no rights as a shareholder of the Company, including, without limitation, no
rights to vote, to receive dividends or distributions, to give or withhold
consent to any corporate action or to receive notice of meetings or other
actions affecting shareholders.
The present distribution of the Rights is not taxable to the company
or its shareholders. The Rights are not dilutive and will not affect reported
earnings per share. The Company will receive no proceeds from the issuance of
the Rights as a dividend.
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There has been reserved for issuance 250,000 shares of Participating
Preferred Stock of the Company issuable upon exercise of the Rights.
The Rights may have the effect of impeding a change in control of
the Company without the prior consent of the Company's Board of Directors. The
Rights will cause substantial dilution to a person that attempts to acquire the
Company without conditioning the offer on redemption of the Rights by the Board
of Directors of the Company or on the acquisition by such person of a
substantial number of Rights. The Rights should not interfere with any merger,
consolidation or other business combination approved by the Board of Directors
since the Rights may be redeemed by the Board as described above.
Item 2. Exhibits.
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None.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: July 30, 1996.
INTERIM SERVICES INC.
By: /s/ Raymond Marcy
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Raymond Marcy, President
and Chief Executive Officer
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