SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/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.
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State of incorporation or organization)
36-3536544
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(I.R.S. Employer Identification No.)
2050 Spectrum Boulevard, Ft. Lauderdale, Florida 33309
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Preferred Stock Purchase Rights
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(Title of Class)
Securities to be registered pursuant to Section 12(g) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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None None
Item 1. Description of Registrants Securities to be Registered.
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 was payable to the shareholders of record at the close of
business on April 1, 1994 (the "Record Date"). In addition, the Company
authorized the issuance of one Right with respect to each share of Common Stock
that became 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 as described herein.
The initial description and terms of the Rights were set forth in a Rights
Agreement dated March 17, 1994 between the Company and Boatmen's Trust Company
("Boatmen's), as Rights Agent. On June 26, 1996, the Company, Boatmen's and
ChaseMellon Shareholder Services, L.L.C. ("Chase") entered into Amendment No. 1
to Rights Agreement whereby the Company removed Boatmen's as Right Agent and
appointed Chase as successor Rights Agent. On February 25, 1997, the Company and
Chase entered into Amendment No. 2 to Rights Agreement. The current description
and terms of the Rights are set forth in the Rights Agreement, as amended (the
"Rights Agreement")
As of the Record Date, the rights attached to all Common Stock certificates
representing shares then outstanding. The Rights also attached all Common Stock
certificates representing shares that became outstanding after the Record Date.
No separate Right certificates will be distributed until the earlier of (i)
either (a) a public announcement that, without the prior express written consent
of the Company to the actions in question, executed on behalf of the Company, by
a duly authorized officer of the Company following the express approval by
action of at least a majority of the members of the Board of Directors then in
office (the "Prior Written Approval 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) the close of business on the tenth business day
after (or such later date as may be determined by the Board of Directors, but in
no event later than the date set forth in Clause (i) above) the date of 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 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").
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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 ("Right 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. Unless extended
by the Board of Directors, the Rights will expire on the earlier of (i) April 1,
2004, or (ii) the redemption or exchange of the Rights by the Company, as
described below (the "Final Expiration Date").
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 of
holders of 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, 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 have the
right to receive, upon the exercise of the Right
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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).
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 right 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 he 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 the date a person becomes 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. The redemption of the Rights by the Board of Directors may be made
effective at such time, on such basis and with such conditions as the Board of
Directors may establish.
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 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 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
nonredeemable 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
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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
liquidation 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 issuable; however, the Company may elect to
distribute depository 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 (a) cure
any ambiguity, (b) to correct or supplement any provision contained therein
which may be defective or inconsistent with any other provisions therein, (c) to
shorten or lengthen any time period thereunder (including, without limitation,
to extend the Final Expiration Date), (d) increase or decrease the Purchase
Price, (e) lower the Acquiring Person threshold, or (f) to change or supplement
the provisions thereunder in any manner which the Company may deem necessary or
desirable and which will 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 shall 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 distribution of the Rights was not taxable to the Company or its
shareholders. The Rights are not dilutive and do not affect reported earnings
per share. The Company received no proceeds from the issuance of the Rights as a
dividend.
As of the Record Date, the Company had a total of 11,500,000 shares of
Common stock issued, all of which were outstanding. Each outstanding share of
Common Stock on the Record Date received one Right. Each share of Common Stock
that became outstanding after the Record Date has also received one Right. As of
February 21, 1997, the Company had a total of
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19,480,846 shares of Common stock issued and outstanding. As of the Record Date,
and as of February 21, 1997, the Company had a total of 2,500,000 shares of
Preferred Stock authorized, of which no shares were outstanding. 250,000 shares
of Participating Preferred Stock of the Company are reserved for issuance 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.
The following exhibits are filed as a part of this Registration Statement:
1.1 Rights Agreement dated March 17, 1994 between the Company and Boatmen's
Trust Company, which includes as Exhibit B the form of Right Certificate,
filed on April 14, 1994 as Exhibit 1.1 to the Company's Registration
Statement on Form 8-A, is incorporated herein by reference.
2.1 Certificate of Designation, Preferences and Rights of Participating
Preferred Stock, filed on April 14, 1994 as Exhibit 2.1 to the Company's
Registration Statement on Form 8-A, is incorporated herein by reference.
3.1 Amendment No. 1 to Rights Agreement dated June 26, 1996 between the
Company, Boatmen's Trust Company, and ChaseMellon Shareholder Services,
L.L.C.
4.1 Amendment No. 2 to Rights Agreement dated February 25, 1997 between the
Company and ChaseMellon Shareholder Services, L.L.C.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this amended Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: February 28, 1997. INTERIM SERVICES INC.
By: /s/ Raymond Marcy
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Name: Raymond Marcy
Title: President and Chief Executive Officer
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