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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 4, 2001
REGISTRATION NO. 33-__________
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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
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KFORCE.COM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 59-3264661
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization) )
120 WEST HYDE PARK PLACE, SUITE 150
TAMPA, FLORIDA 33606
(Address of principal executive offices) (Zip code)
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KFORCE.COM, INC. STOCK INCENTIVE PLAN
(Full title of the plan)
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WILLIAM L. SANDERS
CHIEF FINANCIAL OFFICER
KFORCE.COM, INC.
120 WEST HYDE PARK PLACE, SUITE 150
TAMPA, FLORIDA 33606
(Name and address of agent for service)
(813) 251-1700
(Telephone number, including area code, of agent for service)
Copies of all communications to:
ROBERT J. GRAMMIG, ESQ.
HOLLAND & KNIGHT LLP
400 NORTH ASHLEY DRIVE
SUITE 2300
TAMPA, FLORIDA 33602
(813) 227-8500
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. [x]
CALCULATION OF REGISTRATION FEE
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TITLE OF AMOUNT PROPOSED PROPOSED AMOUNT OF
SECURITIES TO BE MAXIMUM MAXIMUM REGISTRATION
TO BE REGISTERED REGISTERED (2) OFFERING PRICE AGGREGATE FEE
PER UNIT(3) OFFERING PRICE(3)
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Additional Common Stock, par value 3,000,000 $4.89 $14,670,000 $3,668
$0.01 per share reserved under
kforce.com, Inc. Stock Incentive Plan(1)
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(1) Including common share purchase rights under the registrant's Rights
Agreement, dated as of October 28, 1998, as amended. Until the occurrence of
certain prescribed events, these rights are not exercisable, are evidenced by
the certificates for the common stock and will be transferred with and only with
the common stock. Because no separate consideration is paid for these rights,
the registration fee for such rights is included in the fee for the common
stock.
(2) The provisions of Rule 416 under the Securities Act of 1933 shall apply to
this Registration Statement and this Registration Statement shall also cover any
additional shares that may hereafter become purchasable as a result of the
adjustment provisions in the Plan or the agreements pursuant to which such
shares are issued.
(3) Estimated solely for the purpose of calculating the registration fee. The
fee for the additional 3,000,000 shares registered hereby is calculated upon the
basis of the average between the high and low sales price for shares of common
stock of the registrant as reported on The Nasdaq Stock Market's National Market
on April 27, 2001.
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EXPLANATORY NOTE
This Registration Statement has been filed to increase the number of
shares of common stock, par value $0.01 per share (the "Common Stock"), of
kforce.com, Inc., a Florida corporation (the "Registrant"), registered for
issuance under the kforce.com, Inc. Stock Incentive Plan (the "Plan") from
9,000,000 to 12,000,000 shares and to file the Plan as an exhibit to evidence
the increase in the authorized shares and the Plan's name change. A registration
statement on Form S-8 (the "Prior Registration Statement") was filed on
September 30, 1995 (Registration No. 33-97134) to register 3,070,000 shares of
Common Stock for issuance under the Romac International, Inc. Amended and
Restated Incentive Stock Option Plan, and a Post-Effective Amendment No. 1 to
the Prior Registration Statement was filed on April 20, 1998 to file the Plan as
an exhibit, and to increase the number of shares registered for issuance under
the Plan to 9,000,000. The contents of the Prior Registration Statement are
hereby incorporated by reference in this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant, pursuant to the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"), Commission File No.
0-20658, are incorporated by reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 2000 (including information specifically incorporated
into the Registrant's Form 10-K from the Registrant's definitive Proxy
Statement).
(b) All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment that indicates that all securities offered hereby
have been sold or that deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant is a Florida corporation. The Florida Business
Corporation Act, as amended (the "Florida Act"), provides that, in general, a
business corporation may indemnify any person who is or was a party to any
proceeding (other than an action by, or in the right of, the corporation) by
reason of the fact that he is or was a director or officer of the corporation,
against liability incurred in connection with such proceeding, including any
appeal thereof, provided certain standards are met, including that such officer
or director 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 provided, further
that, with respect to any criminal action or proceeding, the officer or director
had no reasonable cause to believe his conduct was unlawful. In the case of
proceedings by or in the right of the corporation, the Florida Act provides
that, in general, a corporation may indemnify any person who was or is a party
to any such proceeding by reason of the fact that he is or was a director or
officer of the corporation against expenses and amounts paid in settlement
actually and
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reasonably incurred in connection with the defense or settlement of such
proceeding, including any appeal thereof, provided that such person acted in
good faith and in a manner he reasonably believed to be in, or not opposed to,
the best interests of the corporation, except that no indemnification shall be
made in respect of any claim as to which such person is adjudged liable unless a
court of competent jurisdiction determines upon application that such person is
fairly and reasonably entitled to indemnity. To the extent that any officers or
directors are successful on the merits or otherwise in the defense of any of the
proceedings described above, the Florida Act provides that the corporation is
required to indemnify such officers or directors against expenses actually and
reasonably incurred in connection therewith. However, the Florida Act further
provides that, in general, indemnification or advancement of expenses shall not
be made to or on behalf of any officer or director if a judgment or other final
adjudication establishes that his actions, or omissions to act, were material to
the cause of action so adjudicated and constitute: (i) a violation of the
criminal law, unless the director or officer had reasonable cause to believe his
conduct was lawful or had no reasonable cause to believe it was unlawful; (ii) a
transaction from which the director or officer derived an improper personal
benefit; (iii) in the case of a director, a circumstance under which the
director has voted for or assented to a distribution made in violation of the
Florida Act or the corporation's articles of incorporation; or (iv) willful
misconduct or a conscious disregard for the best interests of the corporation in
a proceeding by or in the right of the corporation to procure a judgment in its
favor or in a proceeding by or in the right of a shareholder. Article V of the
Registrant's Bylaws provides that the Registrant shall indemnify any director,
officer, employee or agent or any former director, officer, employee or agent to
the full extent permitted by Florida law. The Registrant has purchased insurance
with respect to, among other things, any liabilities that may arise under the
statutory provisions referred to above.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 kforce.com, Inc. Stock Incentive Plan.
5.1 Opinion of Holland & Knight LLP re legality of the Common
Stock.
23.1 Consent of Holland & Knight LLP (included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Deloitte & Touche LLP.
24.1 Powers 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 of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this 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 this Registration Statement;
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(iii) To include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in
this Registration Statement.
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 with or
furnished to the Securities and Exchange Commission by the Registrant pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to section 13(a) or 15(d) of
the Securities and 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 and 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions (see Item 6) 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 of 1933 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 of 1933 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
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 City of Tampa, State of Florida, on May 4, 2001.
kforce.com, Inc.
By: /s/ William L. Sanders
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William L. Sanders
Chief Financial Officer
KNOWN TO ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints David L. Dunkel and William L.
Sanders, jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any and all amendments
to this Registration Statement and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitute or substitutes, may 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 date indicated.
Signatures Title Date
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By:/s/ David L. Dunkel Chief Executive Officer and Director (principal May 4, 2001
------------------------------ executive officer)
David L. Dunkel
By:/s/ William L. Sanders Chief Financial Officer and Secretary (principal May 4, 2001
------------------------------ financial officer and principal accounting officer)
William L. Sanders
By:/s/ John N. Allred Director May 4, 2001
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John N. Allred
By:/s/ William R. Carey, Jr. Director May 4, 2001
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William R. Carey, Jr.
By:/s/ Richard M. Cocchiaro Director May 4, 2001
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Richard M. Cocchiaro
By:/s/ Todd W. Mansfield Director May 4, 2001
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Todd W. Mansfield
By:/s/ Howard W. Sutter Director May 4, 2001
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Howard W. Sutter
By: Director May 4, 2001
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Gordon Tunstall
By:/s/ Karl A. Vogeler Director May 4, 2001
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Karl A. Vogeler
By:/s/ Ralph Struzziero Director May 4, 2001
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Ralph Struzziero
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INDEX TO EXHIBITS
4.1 kforce.com, Inc. Stock Incentive Plan.
5.1 Opinion of Holland & Knight LLP re legality of the Common
Stock.
23.1 Consent of Holland & Knight LLP (included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Deloitte & Touche LLP.
24.1 Powers of Attorney (included on signature page).
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