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As filed with the Securities and Exchange
Commission on May 14, 2001 Registration No. 333-___________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SPHERION CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 36-3536544
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2050 Spectrum Boulevard
Fort Lauderdale, Florida 33309-3799
(Address of Principal Executive Offices) (Zip Code)
SPHERION CORPORATION 401(k) BENEFIT PLAN
(Full titles of the Plans)
LISA G. IGLESIAS, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
Spherion Corporation
2050 Spectrum Boulevard
Fort Lauderdale, Florida 33309-3799
(954) 938-7600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price aggregate registration
to be registered registered per share offering price fee
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Common Stock $0.01 par value 400,000 7.675 (1) $3,070,000 $767.50
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(1) Calculated pursuant to Rule 457(c) and (h) on the basis of the
average of the high and low prices of the Common Stock on the New York Stock
Exchange on May 11, 2001.
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INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENTS
Pursuant to Instruction E of Form S-8, the contents of Registration
Statement No. 333-18935 relating to the 401(k) Benefit Plan is hereby
incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
The following exhibits are filed with or incorporated by reference into this
Registration Statement pursuant to Item 601 of Regulation S-K:
Exhibit No. Description
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5 Opinion of Mazursky & Dunaway, LLP
23.1 Consent of Mazursky & Dunaway, LLP (included in Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
24 Power of Attorney (see signature pages to this Registration
Statement)
SIGNATURES
Pursuant to the requirements of the Securities Act, the Corporation
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 Fort Lauderdale, State of Florida, on this 14th day
of May, 2001.
SPHERION CORPORATION
By: /s/ Cinda A. Hallman
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Cinda A. Hallman
President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the individuals whose signatures appear
below constitute and appoint Cinda A. Hallman and Roy G. Krause, or either 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 other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
required or 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 his substitute, could
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
indicated below on the 14th day of May, 2001:
/s/ Cinda A. Hallman President, Chief Executive Officer and
- ----------------------------------- Director (principal executive officer)
Cinda A. Hallman
/s/ Roy G. Krause Executive Vice President and
- ----------------------------------- Chief Financial Officer
Roy G. Krause (principal financial officer)
/s/ Mark W. Smith Vice President - Finance
- ----------------------------------- (principal accounting officer)
Mark W. Smith
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
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/s/ Steven S. Elbaum Director
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Steven S. Elbaum
/s/ William F. Evans Director
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William F. Evans
/s/ Jerome B. Grossman Director
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Jerome B. Grossman
/s/ Guy W. Millner Director
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Guy W. Millner
/s/ J. Ian Morrison Director
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J. Ian Morrison
/s/ A. Michael Victory Director
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A. Michael Victory
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EXHIBIT INDEX
Exhibit No. Description
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5 Opinion of Mazursky & Dunaway, LLP
23.1 Consent of Mazursky & Dunaway, LLP
(included in Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
24 Power of Attorney (included as part of
signature page)