As filed with the Securities and Exchange Commission on July 23, 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
INTERIM SERVICES INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
36-3536544
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(I.R.S. Employer Identification No.)
DEFERRED COMPENSATION PLAN
OF INTERIM SERVICES INC.
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(Full title of plans)
John B. Smith, Esq., Senior Vice President
Interim Services Inc.
2050 Spectrum Boulevard
Ft. Lauderdale, Florida 33309
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(Name and address for agent of service)
(954) 938-7600
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(Telephone number, including area code, for agent of service)
CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed Amount
Securities Amount maximum maximum of
to be to be offering price aggregate registration
registered registered per share offering price(1) fee
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Deferred Compensation Obligations(2) $3,500,000 N/A $3,500,000 $1,060.61
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<FN>
(1) Estimated solely for the purposes of determining the registration fee.
(2) The Deferred Compensation Obligations are unsecured obligations of Interim Services Inc. to
pay deferred compensation and matching contributions in the future in accordance with the
terms and provisions of the Deferred Compensation Plan of Interim Services Inc., as amended.
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PART I
INFORMATION REQUIRED IN THE
SECTION 10(A) PROSPECTUS
Item 1. Plan Information.
Information required by Part I of Form S-8 to be contained in the Section
10(a) prospectus is omitted from this registration statement in accordance with
Rule 428 under the Securities Act of 1933, as amended ("Securities Act"), and
the Note to Part I of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Information required by Part I of Form S-8 to be contained in the Section
10(a) prospectus is omitted from this registration statement in accordance with
Rule 428 under the Securities Act and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which previously have been filed by Interim
Services Inc. (the "Corporation") with the Securities and Exchange Commission
("Commission"), are incorporated herein by reference and made a part hereof:
(a) The Corporation's Annual Report on Form 10-K for the fiscal year ended
December 27, 1996;
(b) The Corporation's Quarterly Report on Form 10-Q for the quarter ended
March 28, 1997;
(c) The Corporation's Current Report on Form 8-K and Form 8-K/A filed with
the Commission on May 5, 1997 and May 9, 1997, respectively;
(d) The Corporation's Current Report on Form 8-K filed with the Commission
on July 11, 1997; and
(e) The description of the Common Stock of the Corporation's Registration
Statement on Form S-1 (Registration No. 33-71338), effective January
27, 1994, the Corporation's Registration Statement on Form 8-A
(Commission File No. 0-23198), effective January 27, 1994, and any
amendment or report filed for the purpose of updating such description.
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All reports and other documents filed by the Corporation pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended ("Exchange Act"), subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment hereto 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.
For purposes of this Registration Statement, any statement contained in a
document incorporated or deemed to be incorporated herein by reference shall be
deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed comment which also is or is deemed to
be incorporated herein by reference modifies or supersedes such statement in
such document. Any 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.
The securities consist of deferred compensation obligations of the
Corporation and its subsidiaries outstanding under the Deferred Compensation
Plan of Interim Services Inc., as amended (the "Plan"). The Plan is a
non-qualified deferred compensation plan under the Internal Revenue Code which
is designed to provide deferred compensation and matching contributions by the
Corporation to employees of the Corporation and its subsidiaries who are not
eligible to participate in the Corporation's 401(k) Benefit Plan. The following
is a description of the principal features of the Plan and the deferred
compensation obligations.
Under the Plan, each eligible participant shall have the right, by prior
election, to defer, in one percent increments, not less than one percent and not
more than 20 percent of his or her total compensation (including overtime,
commissions, bonuses and incentives) for each calendar year. The Corporation may
supplement such deferral by an amount, if any, less than or equal to the
percentage of the participant's deferred compensation, as determined by the
Corporation.
The Corporation will establish an account for each participant for whom
compensation is deferred and/or matching contributions are paid by the
Corporation. The Corporation's obligation to pay the balance credited to each
account shall remain an unsecured general obligation of the Corporation. The
Corporation may establish a grantor trust for bookkeeping purposes only, in
order to accumulate funds for the satisfaction of liabilities under the Plan.
The formation of such a trust shall not be deemed to create a fiduciary
relationship of any kind and the assets of such trust will be available for the
satisfaction of claims of the Corporation's creditors. In no event shall a Plan
participant acquire a beneficial interest in the assets of such trust.
The balance credited to each participant's account under the Plan will be
hypothetically invested in two or more investment funds available in the
Corporation's 401(k) Benefit Plan (for hypothetical investment allocations made
after April 1, 1997, hypothetical
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investments shall not be made in the Interim Services Inc. Stock Fund). The
hypothetical investment funds are subject to change as the Company deems
appropriate. Each participant may direct the hypothetical investment of his or
her funds from the investment alternatives designated by the Corporation. The
account balance shall be adjusted as of each business day or in accordance with
such other procedures as the Corporation, in its sole discretion, may determine.
The participant will be fully vested in his or her compensation deferrals (and
earnings thereon). The participant shall become vested in the matching
contributions made or his or her behalf by the Corporation according to the
following schedule:
Years of Service Vested Percentage
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Less than 1 0
1 - 2 20
2 - 3 40
3 - 4 60
4 - 5 80
5 or More 100
Upon termination of the participant's employment with the Corporation, the
participant's vested account balance shall be distributed in a single sum
payment. A participant may elect to receive his or her account balance over a 5,
10 or 15 year period. Upon a showing of immediate and heavy hardship by the
participant, the vested account balance may be paid out prior to termination of
employment. Additionally, a participant may elect to receive payment, prior to
termination of employment, of 90% of the vested account balance. The remaining
10% shall be irrevocably forfeited. No benefits under the Plan alienable,
transferable or assignable except as permitted by a beneficiary designation
under the Plan.
The Plan may be amended or terminated at any time by the Corporation's
Board of Directors. However, no modification, amendment or termination shall
adversely affect the right of any participant to receive benefits granted unfer
the Plan as of the date of such modification, amendment or termination.
There is no dollar limit on the total amount of compensation which may be
deferred by participants or matching contributions which may be made by the
Corporation under the Plan. As of March 31, 1997, $2,480,255 of deferred
compensation obligations were outstanding under the Plan.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware Corporation Law provides as follows:
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"INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS; INSURANCE
"(a) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
"(b) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of 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 of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
"(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
"(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in
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subsections (a) and (b). Such determination shall be made (1) by a majority vote
of the directors who are not parties to such action, suit or proceeding, even
though less than a quorum, or (2) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion, or (3)
by the stockholders.
"(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative, or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized in this section. Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the board of directors deems appropriate.
"(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any by law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.
"(g) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under this section.
"(h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under this section with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.
"(i) For purposes of this section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation
which imposes duties on, or involves services by, such director, officer,
employee, or agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person
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who acted in good faith and in a manner he reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan shall
be deemed to have acted in a manner "not opposed to the best interests of the
corporation" as referred to in this section.
"(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of a person.
"(k) The Court of Chancery is hereby vested with exclusive jurisdiction to
hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise the Court of Chancery may summarily
determine a corporation's obligation to advance expenses (including attorneys'
fees)."
The officers and directors are indemnified pursuant to specific provisions
of the Corporation's Amended and Restated Certificate of Incorporation and
Bylaws to the fullest extent permissible under the law, subject to specific
limitations imposed, and, further, with the basic intent of not granting any
indemnity in contravention of the laws of the State of Delaware or of the United
States of America, whether as a matter of public policy or pursuant to statutory
provisions.
Indemnification granted each officer and director covers expenses incurred
or paid by such officer or director in connection with any claim, action, suit
or proceeding, or judgment or order. Such indemnification excludes, however, any
amounts paid or payable by such officer or director to the Corporation unless
(and only to the extent that) the Court of Chancery or the court in which the
related action was brought, shall determine that, despite the adjudication of
liability but in view of all the circumstances of the case, such officer or
director is fairly and reasonably entitled to indemnity for amounts the Court of
Chancery or such other court shall deem proper.
Pursuant to the Corporation's Amended and Restated Certificate of
Incorporation, no director or shareholder of the Corporation shall be personally
liable to the Corporation or its shareholders for monetary damages for any
breach of fiduciary duty as a director. The Certificate further provides,
however, that a director shall be liable to the extent provided by applicable
law (i) for any breach of the director's duty of loyalty to the Corporation or
its shareholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) pursuant to Section
174 of the General Corporation Law of the State of Delaware; or (iv) for any
transaction from which such director derived an improper personal benefit. No
amendment or repeal of this provision in the Certificate may adversely affect
any right or protection of any director of the Corporation existing at the time
of such amendment or repeal for or with respect to any acts or omissions of such
director occurring prior to such amendment or repeal.
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The Corporation may purchase and maintain, and currently does so maintain,
insurance on behalf of its directors and officers against liability asserted
against any of them and incurred by them in such capacity, or arising out of
their status as such.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
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4.1 Deferred Compensation Plan of Interim Services Inc., dated as
of April 8, 1995, amended September 25, 1996 and April 1,
1997.
5.1 Opinion of Counsel (relating to legality of securities being
registered).
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel (included in Exhibit 5.1 hereto).
24.1 Power of Attorney (included on signature page).
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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement;
(iii) 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;
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provided however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this 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.
(c) 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 final
adjudication of such issue.
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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 the
requirements for filing on Form S-8 and has caused this Registration Statement
to be signed on its behalf of the undersigned, thereunto duly authorized, in the
City of Ft. Lauderdale, State of Florida, on this 23rd day of July, 1997
INTERIM SERVICES INC.
By /s/ Raymond Marcy
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Raymond Marcy
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the individuals whose signatures
appear below constitute and appoint Raymond Marcy, John B. Smith, Roy G. Krause
and Kendrick T. Wallace, or any of them, his true and lawful attorney in fact
and agent with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting said
attorney-in-fact and agent, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
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 dates indicated.
Signature Title Date
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/s/ Raymond Marcy President and Chief Executive July 23, 1997
- ------------------------- Officer
Raymond Marcy
/s/ Roy G. Krause Executive Vice President and July 23, 1997
- ------------------------- Chief Financial Officer
Roy G. Krause
/s/ Paul Haggard Vice President and Treasurer July 23, 1997
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Paul Haggard
/s/ Steven S. Elbaum Director July 23, 1997
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Steven S. Elbaum
/s/ William F. Evans Director July 23, 1997
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William F. Evans
/s/ Jerome B. Grossman Director July 23, 1997
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Jerome B. Grossman
/s/ Cinda A. Hallman Director July 23, 1997
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Cinda A. Hallman
/s/ J. Ian Morrison Director July 23, 1997
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J. Ian Morrison
/s/ Allan C. Sorenson Director July 23, 1997
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Allan C. Sorensen
/s/ A. Michael Victory Director July 23, 1997
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A. Michael Victory