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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 28, 1997.
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NORRELL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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GEORGIA 58-0953079
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
3535 Piedmont Road, N.E.
Atlanta, Georgia 30305
(404) 240-3000
(Address, including zip code, and
telephone number, including area code, of
registrant's principal executive offices)
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MARK H. HAIN, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
NORRELL CORPORATION
3535 PIEDMONT ROAD, N.E.
ATLANTA, GEORGIA 30305
(404) 240-3000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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With a copy to:
Patricia A. Wilson, Esq.
Troutman Sanders LLP
NationsBank Plaza, Suite 5200
600 Peachtree Street, N.E.
Atlanta, Georgia 30308
(404) 885-3000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO
THE PUBLIC: AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF
THIS REGISTRATION STATEMENT.
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If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of each class of Amount to be offering price aggregate Amount of
securities to be registered registered per share * offering price * registration fee
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Common Stock, no par value... 1,000,000 shares $27.75 $27,750,000 $8,409.09
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* Estimated solely for the purpose of determining the registration fee and
calculated in accordance with Rule 457(c) under the Securities Act on the
basis of the last reported sales price of the Company's Common Stock on
February 24, 1997 as reported by the New York Stock Exchange.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THE REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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SUBJECT TO COMPLETION, DATED FEBRUARY 28, 1997
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
1,000,000 SHARES
NORRELL CORPORATION
COMMON STOCK
The 1,000,000 shares (the "Shares") of common stock, no par value (the
"Common Stock"), of Norrell Corporation (the "Company" or "Norrell") offered
hereby are being offered for the account of the selling shareholders of the
Company identified herein (the "Selling Shareholders"). The Shares offered
hereby were issued by the Company in connection with the Company's acquisition
of American Technical Resources, Inc. in August 1996. The Company will not
receive any of the proceeds from the sale of shares by the Selling Shareholders.
See "Selling Shareholders."
The Selling Shareholders, directly, or through agents or broker-dealers
designated from time to time, may sell the Shares from time to time on terms to
be determined at the time of sale. To the extent required, the number of Shares
to be sold, the names of any agent or broker-dealer and any applicable
commission or discount with respect to any particular offer will be set forth in
an accompanying Prospectus Supplement. The Selling Shareholders reserve the sole
right to accept or reject, in whole or in part, any proposed purchase of the
Shares to be made directly or through agents. The Company has agreed to bear all
of the expenses (other than commissions, underwriting discounts and fees of any
counsel of the Selling Shareholders) in connection with the registration and
sale of the Shares being offered by the Selling Shareholders. See "Plan of
Distribution."
The Common Stock is listed on the New York Stock Exchange under the
symbol "NRL." On February 24, 1997, the last reported sales price of the Common
Stock on the New York Stock Exchange was $27.75 per share.
FOR A DISCUSSION OF CERTAIN RISKS OF AN INVESTMENT IN THE SHARES OF
COMMON STOCK OFFERED HEREBY, SEE "RISK FACTORS" ON PAGES 5-7.
The Selling Shareholders and any agents or broker-dealers that
participate with the Selling Shareholders in the distribution of the Shares may
be deemed to be "underwriters" within the meaning of the Securities Act of 1933,
as amended (the "Securities Act"), and any commissions received by them and any
profit on their resale of the Shares may be deemed to be underwriting
commissions or discounts under the Securities Act. See "Plan of Distribution"
herein for indemnification arrangements among the Company and the Selling
Shareholders.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is March ___, 1997
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Commission. Such reports, proxy statements and other information filed by
the Company with the Commission can be inspected and copied at the offices of
the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and
at its regional offices located at 7 World Trade Center, 13th Floor, New York,
New York, 10048, and 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Copies of such materials can be obtained at prescribed rates from the
Public Reference Section of the Commission, at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Such reports, proxy statements and other information can
also be obtained from the Web Site that the Commission maintains at www.sec.gov.
In addition, reports, proxy statements and other information concerning the
Company (Symbol: NRL) can be inspected and copied at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005, on which the Common
Stock is listed.
This Prospectus constitutes a part of a Registration Statement on Form
S-3 (the "Registration Statement") filed by the Company with the Commission
under the Securities Act with respect to the shares of Common Stock offered
hereby. This Prospectus omits certain of the information contained in the
Registration Statement as permitted by the rules and regulations of the
Commission, and reference is hereby made to the Registration Statement and
related exhibits for further information with respect to the Company, the
Selling Shareholders and the securities offered hereby. Any statements contained
herein concerning the provisions of any document are not necessarily complete,
and in each instance reference is made to the copy of such document filed as
an exhibit to the Registration Statement or otherwise filed with the
Commission. Each such statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been previously filed by the Company with
the Commission and are hereby incorporated by reference in this Prospectus as of
their respective dates:
(a) Annual Report on Form 10-K for the year ended October 27,
1996;
(b) Current Report on Form 8-K filed with the Commission on
December 20, 1996;
(c) Amendment No. 1 on Form 8-K/A to Current Report on Form 8-K
filed with the Commission on February 19, 1997; and
(d) Registration Statement on Form 8-A filed on June 17, 1994
registering the Company's Common Stock under Section 12(g) of
the Exchange Act.
Additionally, all documents filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of this Prospectus and prior to the termination of the offering of the
securities made hereby shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of such documents.
Any statements contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide, upon request, without charge to each person,
including any beneficial owner, to whom this Prospectus is delivered, on the
written or oral request of such person, a copy of any or all of the documents
incorporated herein by reference (other than certain exhibits to such documents
which are not specifically incorporated by reference in such documents).
Requests for such copies should be directed to: Norrell
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Corporation, 3535 Piedmont Road, N.E., Atlanta, Georgia 30305, Attention: Mark
H. Hain, Esq., Vice President and General Counsel (404) 240-3000.
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No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained or
incorporated by reference in this Prospectus or a supplement to this Prospectus
in connection with the offer made hereby, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or the Selling Shareholders. This Prospectus does not constitute
an offer to sell, or a solicitation of an offer to buy, the securities offered
hereby to any person in any state or other jurisdiction in which such offer or
solicitation is unlawful. The delivery of this Prospectus at any time does not
imply that information contained herein is correct as of any time subsequent to
its date.
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THE COMPANY
The Company is a leading provider of staffing, outsourcing and
professional services. The Company is organized into three business groups:
Staffing Services, which provides temporary administrative, teleservices and
light industrial staffing; Outsourcing Services, which provides administrative
services and teleservices in which the Company assumes responsibility for the
results of a client process; and Professional Services, which provides
information technology and accounting staffing. The Company's customers are
businesses, professional and service organizations, and government agencies in
the United States and Canada. Based upon revenues, the Company believes it is
one of the largest companies in the staffing industry in North America.
The Company provides a broad range of services through its national
network of over 400 locations, including 133 Company-owned locations, 115
outsourcing services locations, 135 franchised locations, and 35 professional
services offices as of January 26, 1997. In fiscal 1996, the Company supplied to
approximately 19,000 clients (including subsidiaries and affiliated companies)
in the United States and Canada over 225,000 staffing, outsourcing and
professional personnel. The Company's employees possess a wide variety of
office, light industrial, information technology and other skills, including
secretarial, clerical, word processing, data entry, graphics, telemarketing,
assembly, picking, packing and sorting, shipping and receiving, customer
service, records management, administrative, human resources (recruiting,
interviewing, assessment and training), computer programming, computer
consulting, systems analysis, systems integration, accounting and additional
financial services.
Since its incorporation in Georgia in 1965, the Company's quality
service and customer focus have enabled it to compile a history of core business
growth and expansion. From its beginnings as a provider of short-term
replacement or fill-in personnel, often referred to as traditional temporary
services, the Company has expanded into long-term staffing, managed staffing,
"Master Vendor Partnering" and outsourcing. In addition, the Company has
expanded geographically from a base of locally owned and operated offices in
Atlanta, Georgia, to a national network of over 400 locations. In the last
several years, the Company has supplemented this internal growth through six
acquisitions and three joint ventures which not only added to the Company's
geographic markets, but also increased revenues and expertise in desirable
service offerings such as information technology, financial services and
teleservices.
The Company's principal executive offices are located at 3535 Piedmont
Road, N.E., Atlanta, Georgia 30305, and its telephone number is (404) 240-3000.
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RISK FACTORS
Prospective purchasers of the Common Stock should carefully consider
the factors set forth below, as well as the other information contained in this
Prospectus, in evaluating an investment in the Common Stock offered hereby.
EFFECT OF FLUCTUATIONS IN THE GENERAL ECONOMY
Demand for temporary services is sensitive to the general level of
economic activity in the country. When economic activity slows, many companies
reduce their usage of temporary employees before undertaking layoffs of their
full-time employees. Therefore, a significant economic downturn could have a
material adverse effect on the Company's business.
INCREASED EMPLOYEE COSTS
As the labor market tightens, there is greater demand and competition
for skilled workers needed to fill client orders. In such labor markets, wages
generally increase. There can be no assurance that all such increased wage costs
can be passed on to clients through increased charges. The Company is also
responsible for and pays unemployment insurance premiums and workers'
compensation costs for its temporary employees. Unemployment insurance premiums
are set annually by the states in which employees perform services and may
increase as a result of, among other things, increased levels of unemployment
and the extension of periods for which unemployment benefits are available.
Workers' compensation costs may increase as a result of, among other things,
increases in benefit levels or the liberalization of allowable claims.
Furthermore, annual workers' compensation expenses and the related liability
accrual are based on various estimates, including estimates of the costs of
future benefits. The Company believes that its reserves for workers'
compensation claims are adequate, but there can be no assurance that such claims
will not exceed estimated reserves. There can be no assurance that the Company
will be able to increase the charges to its clients if expenses related to
workers' compensation and unemployment insurance increase or if the wages it
must pay to its employees generally increase.
COMPETITION
The temporary services industry is highly competitive with limited
barriers to entry. The Company competes in national, regional and local markets
with full service agencies and with specialized temporary services agencies.
Several of these competitors have greater marketing and financial resources than
those of the Company and could attempt to increase market share through
decreased prices. The Company also competes with numerous local and single
office firms in particular markets which are able to compete effectively on
price because of their lower overhead structures. In addition, large national
companies that presently operate in "niche" segments of the outsourcing and
professional services markets could expand their operations to compete with the
outsourcing and professional services provided by the Company. Strong
competition from companies with significantly greater financial resources than
the Company could have a material adverse effect on the Company's operations and
profitability.
ABILITY TO CONTINUE COMPANY GROWTH
The Company has experienced significant growth over the past several
years, principally by increasing the volume of services provided through
existing offices and by adding new services. There can be no assurance that the
Company will continue to be able to maintain or expand its market presence,
successfully enter new markets, add new services or integrate acquired
businesses into its operations. The ability of the Company to continue its
growth will depend on a number of factors, including existing and emerging
competition, the availability of working capital to support such growth, and the
Company's ability to (i) maintain margins in the face of pricing pressures, (ii)
manage its costs, (iii) recruit and train additional qualified personnel, (iv)
sell outsourcing and professional services to large corporate clients, (v)
develop and expand its service offerings, and (vi) find new qualified
franchisees. Expansion through acquisitions is also a component of the Company's
growth strategy. Acquisitions may result in unanticipated difficulties in
integrating acquired businesses with the Company's existing business and may
absorb a disproportionate amount of management time. Once integrated,
acquisitions may not achieve levels of revenue, profitability or productivity
which are comparable to the Company's existing operations
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or otherwise perform as expected. Moreover, the Company's continued ability to
make acquisitions is dependent upon, and may be limited by, the availability of
acquisition candidates at reasonable valuations and the Company's ability to
obtain acquisition financing on acceptable terms.
RELIANCE ON SIGNIFICANT CLIENTS
During fiscal 1995 and fiscal 1996, revenues generated by the Company
from contracts with International Business Machines Corporation ("IBM") equaled
$136.2 million and $158.6 million, respectively, representing 16.2% and 15.6%,
respectively, of the Company's consolidated revenues for such periods.
Approximately 31.0% and 21.4% of these revenues were received during fiscal 1995
and fiscal 1996, respectively, for services performed under a Management
Services Agreement. The balance of the Company's IBM-related revenues are
consolidated under multiple contracts with different purchasing units within
IBM. Also, during fiscal 1996, revenues generated by the Company from multiple
contracts with United Parcel Service, Inc. ("UPS") equaled $122.2 million,
representing 12.0% of the Company's consolidated revenues for fiscal 1996. The
loss of either IBM or UPS as a client could have a material adverse effect on
the Company's results of operations and financial condition.
EMPLOYER RISKS
The Company is in the business of employing people and placing them in
the workplace of other businesses. An attendant risk of such activities includes
possible claims of discrimination and harassment, employment of illegal aliens
and other similar claims. Although the Company has policies and guidelines in
place to reduce its exposure to these risks, a failure to follow these policies
and guidelines may result in negative publicity and the payment by the Company
of money damages or fines.
DEPENDENCE ON KEY PERSONNEL
The Company's operations are dependent on the continued efforts of its
executive officers and senior management as well as those of its field, office
and operations managers. If the Company is unable to attract and retain
qualified and skilled employees to perform these services for the Company, the
Company's business could be materially adversely affected.
INTANGIBLE ASSETS
As of January 26, 1997, approximately $114 million, or 31%, of the
Company's total assets were intangible assets. These intangible assets
substantially represent amounts attributable to goodwill recorded in connection
with the Company's acquisitions. Any impairment in the value of such assets
could have a material adverse effect on the Company's financial condition and
results of operations.
CONTROL BY PRINCIPAL SHAREHOLDER AND MANAGEMENT
As of January 26, 1997, the Company's Chairman of the Board, Guy W.
Millner, beneficially owned 9,263,393 shares of Common Stock, representing
approximately 39% of the outstanding Common Stock, and the directors and
executive officers of the Company, as a group, beneficially owned an aggregate
of 10,862,154 shares of Common Stock, representing approximately 45% of the
outstanding Common Stock. As a result, Mr. Millner and, if they should determine
to act together, the directors and executive officers of the Company as a group,
will be able to exercise significant influence over the outcome of any matters
or block certain matters which might normally be submitted to the shareholders
of the Company for their approval, including the election of directors and the
authorization of other corporate actions requiring shareholder approval. See
"Anti-Takeover Considerations."
ANTI-TAKEOVER CONSIDERATIONS
The Company's Restated Articles of Incorporation (the "Articles") and
the Georgia Business Corporation Code contain certain provisions that could have
the effect of making it more difficult for a party to acquire, or of
discouraging a party from attempting to acquire, control of the Company without
approval of the Company's Board of Directors. In addition, a two-thirds vote of
the holders of the outstanding voting stock of the Company is required: (i) by
the Articles to approve certain mergers, consolidations and dispositions of
assets of the Company,
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unless approved by two-thirds of the Board of Directors of the Company; (ii) by
the Company's Bylaws to remove members of the Board of Directors with or without
cause; and (iii) by the Company's Articles to amend or rescind the provisions
set forth in (i) and (ii) above or to remove the provisions in the Company's
Bylaws establishing a classified Board of Directors. The foregoing, together
with the combined stock ownership of the Company's Chairman of the Board and
management, may discourage tender offers or other bids for the Common Stock at a
premium over its market price.
VOLATILITY OF STOCK PRICE
From time to time, there may be significant volatility in the market
price for the Common Stock. Quarterly operating results of the Company or of
other staffing companies, changes in general conditions in the economy, the
financial markets or the staffing industry, natural disasters or other
developments could cause the market price of the Common Stock to fluctuate
substantially. In addition, in recent years the stock market has experienced
extreme price and volume fluctuations. This volatility has had a significant
effect on the market prices of securities issued by many companies for reasons
unrelated to their operating performance.
FORWARD-LOOKING INFORMATION
This Prospectus, including the information incorporated by reference
herein, contains various forward- looking statements and information that are
based on the Company's belief and assumptions, as well as information currently
available to the Company. When used in this Prospectus, the words "believe,"
"anticipate," "estimate," "expect," and similar expressions are intended to
identify forward-looking statements. Although the Company believes that the
expectations reflected in such forward-looking statements are reasonable, it can
give no assurance that such expectations will prove to be correct. Such
statements are subject to certain risks, uncertainties and assumptions. Should
one or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those
anticipated, estimated or expected. Among the key factors that may have a direct
bearing on the Company's operating results are fluctuations in the economy, the
degree and nature of competition, demand for the Company's services, the
Company's ability to complete acquisitions and integrate the operations of
acquired businesses, the Company's ability to recruit and place employees, the
Company's ability to expand into new markets, and the Company's ability to
maintain profit margins in the face of pricing pressures.
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USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares offered hereby. All of the proceeds from the sale of the Shares offered
hereby will be received by the Selling Shareholders.
THE SELLING SHAREHOLDERS
All of the Shares offered hereby are beneficially owned by the Selling
Shareholders and were acquired by the Selling Shareholders in connection with
the acquisition of American Technical Resources, Inc. ("ATR") by the Company in
August 1996. The Selling Shareholders do not beneficially own any shares of
Common Stock or other securities of the Company other than the Shares. Since the
Selling Shareholders may sell all, or some or none of the Shares, no estimate
can be made of the aggregate number of Shares that are to be offered hereby or
that will be beneficially owned by the Selling Shareholders upon completion of
the offering contemplated by this Prospectus.
The following table sets forth the name of each Selling Shareholder,
the number of shares of the Company's Common Stock held by each such person as
of February 27, 1997, the number of shares which may be offered for the account
of each such person, and the number of shares of Common Stock to be owned by
each such person if all the Shares offered hereby are sold.
Number of Shares to
Number of Shares Number of Shares be Owned if All
Selling Held at Which May Shares Offered Are
Shareholders February 27, 1997 be Offered Sold in this Offering
------------ ----------------- ---------- ---------------------
Charles F. Phillips 222,500 222,500 0
Gary L. Kilgore 222,500 222,500 0
Ralph L. Lary, III 168,750 168,750 0
George Lytle 168,750 168,750 0
William Holman 217,500 217,500 0
At the time of the Company's acquisition of ATR, the Selling
Shareholders constituted the Board of Directors of ATR and held the following
respective positions with ATR: Charles F. Phillips - President and Chief
Executive Officer; Gary L. Kilgore - Vice President; Ralph L. Lary, III - Vice
President; George Lytle - Vice President; and William Holman - Vice President,
Secretary and Treasurer. Since the acquisition, ATR has been operated as a
subsidiary of the Company, and Messrs. Phillips, Kilgore and Lary have
continued to hold their respective positions with ATR. Mr. Lytle provides
certain consulting services to and receives a retainer from the Company
pursuant to an arrangement which will terminate on March 31, 1997.
The Company has entered into a Registration Rights Agreement dated as
of August 5, 1996 (the "Registration Rights Agreement") with the Selling
Shareholders pursuant to which the Company has filed this Registration Statement
covering the Shares. Pursuant to the Registration Rights Agreement, the Company
is obligated to file the Registration Statement no later than March 1, 1997, to
use its best efforts to have the Registration Statement become effective, and to
keep the Registration Statement continuously effective until the earlier of (i)
the time when all the Shares have been sold by the Selling Shareholders, and
(ii) the date as of which each Selling Shareholder is entitled to commence sales
of the Shares held by such Selling Shareholder pursuant to Rule 144 under the
Securities Act. The Company has agreed to pay all expenses incurred in
connection with the registration and sale of the Shares pursuant to the
Registration Rights Agreement, other than brokerage fees or commissions,
underwriting discounts and fees of any counsel for the Selling Shareholders. Any
of the Shares sold pursuant to this Prospectus will no longer be entitled to the
benefits of the Registration Rights Agreement.
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PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling Shareholders,
or by pledgees, donees, transferees or other successors in interest, if any, who
acquire the Shares in transactions permitted under the Registration Rights
Agreement. Such sales may be made on one or more exchanges or in the
over-the-counter market, or otherwise at prices and at terms then prevailing or
at prices related to the then current market price, or in negotiated
transactions. The Shares may be sold by one or more of the following: (a) a
block trade in which the broker or dealer so engaged will attempt to sell the
Shares as agent but may position and resell a portion of the block as principal
to facilitate the transaction; (b) purchases by a broker or dealer as principal
and resale by such broker or dealer for its account pursuant to this prospectus;
(c) an exchange distribution in accordance with the rules of such exchange; and
(d) ordinary brokerage transactions and transactions in which the broker
solicits purchasers. In effecting sales, brokers or dealers engaged by the
Selling Shareholders may arrange for other brokers or dealers to participate.
Brokers or dealers will receive commissions or discounts from Selling
Shareholders in amounts to be negotiated immediately prior to the sale. Such
brokers or dealers and any other participating brokers or dealers may be deemed
to be "underwriters" within the meaning of the Securities Act in connection with
such sales. In addition, any securities covered by this prospectus which qualify
for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to
this prospectus.
Upon the Company being notified by a Selling Shareholder that any
material arrangement has been entered into with a broker-dealer for the sale of
Shares through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer, a supplemented
prospectus will be filed, if required, pursuant to Rule 424(c) under the
Securities Act, disclosing (i) the name of each such Selling Shareholder and of
the participating broker-dealer(s), (ii) the number of shares involved, (iii)
the price at which such shares were sold, (iv) the commissions paid or discounts
or concessions allowed to such broker-dealer(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to verify the information set
out or incorporated by reference in this prospectus and (vi) other facts
material to the transaction.
The Selling Shareholders have agreed to pay any brokerage fees or
commissions, underwriting discounts and fees of any counsel for the Selling
Shareholders in connection with the registration and sale of the Shares. All
other expenses in connection with the registration and sale of the Shares
hereunder will be paid by the Company.
The securities laws of a particular state might require that the Shares
be sold in that state only through registered or licensed brokers or dealers. In
addition, in certain states, the Shares may not be sold unless they have been
registered or qualified for sale in such states or an exemption from such
registration or qualification requirement is available and is complied with.
Pursuant to the Registration Rights Agreement between the Company and
the Selling Shareholders, the Company has filed the Registration Statement, of
which this Prospectus forms a part, with respect to the sale of the Shares. The
Company has agreed to use its reasonable efforts to keep the Registration
Statement continuously effective until the earlier of (i) the time when all the
Shares have been sold by the Selling Shareholders, and (ii) the date as of which
each Selling Shareholder is entitled to commence sales of the Shares held by
such Selling Shareholder pursuant to Rule 144 under the Securities Act.
Pursuant to the terms of the Registration Rights Agreement, the Company
and the Selling Shareholders have agreed to indemnify each other and certain
other parties, including underwriters, if any, for certain liabilities,
including liabilities under the Securities Act, in connection with the
registration of the Shares.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by Troutman Sanders LLP, Atlanta, Georgia. Carl E.
Sanders, a partner in Troutman Sanders LLP, is a director of the Company and the
beneficial owner of 60,432 shares of Common Stock.
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EXPERTS
The audited consolidated financial statements of the Company
incorporated by reference in this Prospectus and elsewhere in the registration
statement have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in giving
said reports.
The audited consolidated financial statements of Comtex incorporated by
reference in this Prospectus and elsewhere in the registration statement have
been audited by Grant Thornton LLP, independent public accountants, as
indicated in their reports with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in giving said reports.
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PART II. INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses to be paid in connection with the issuance and
distribution of the securities being registered, other than underwriting
discounts and commissions, are as follows:
SEC registration fee........................................ $ 8,409.09
Legal and Accounting fees and expenses...................... 14,000.00
Miscellaneous............................................... 590.91
----------
Total....................................................... $23,000.00
==========
All of the above items are estimates except the SEC registration fee. All of
such estimated expenses will be borne by the Company.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to Sections 14-2-851 through 14-2-857 of the Georgia Business
Corporation Code, as amended, directors, officers, employees and agents of the
Company may, and in some cases must, be indemnified by the Company under certain
circumstances against expenses and liabilities incurred by or imposed upon them
as a result of actions, suits or proceedings brought against them as directors,
officers, employees and agents of the Company (including actions, suits or
proceedings brought against them for violations of the federal securities laws).
Directors, officers, employees and agents of the Company may be indemnified
against expenses if they acted in good faith and in a manner reasonably believed
to be in or not opposed to the best interests of the corporation and, with
respect to any criminal action, if they had no reasonable cause to believe their
conduct was unlawful. A director, officer, employee or agent may be indemnified
against expenses incurred in connection with a derivative 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, except that no indemnification may be made
without court approval if such person was adjudged liable for negligence or
misconduct in the performance of his or her duty to the corporation. This
statutory indemnification is not exclusive of any rights provided by any by-law,
agreement, vote of shareholders or disinterested directors or otherwise.
Article Nine of the Company's Amended and Restated By-laws sets forth
the extent to which the Company's directors, officers, employees and agents
shall and may be indemnified against liabilities which they may incur while
serving in such capacities. Pursuant to these provisions, the directors and
officers of the Company will be indemnified against any losses incurred in
connection with any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director, officer, employee or agent of the Company or
served with another corporation, partnership, joint venture, trust or other
enterprise at the request of the Company, and the Company will provide advances
for expenses incurred in defending any such action, suit or proceeding, upon
receipt of an undertaking by or on behalf of such director, officer, employee
or agent to repay such advances until or unless it is ultimately determined
that he is not entitled to indemnification by the Company.
The Company currently maintains a policy of directors and officers
liability insurance and presently intends to continue such insurance so long as
it is available at a reasonable cost.
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ITEM 16. EXHIBITS.
Exhibit No. Description
- ----------- -----------
2 Agreement and Plan of Reorganization dated August 5, 1996 among
American Technical Resources, Inc., Norrell Corporation, N.
Acquisition Corp. and the Selling Shareholders, incorporated
by reference to Exhibit 1 of the Company's Current Report on
Form 8-K filed on August 20, 1996.
4.1 Amended and Restated Articles of Incorporation of the Company,
incorporated by reference to Exhibit 3.1 of the Company's
Amendment No. 1 to Registration Statement on Form S-1, as
filed with the Securities and Exchange Commission on June 22,
1994.
4.2 Amended and Restated Bylaws of the Company, incorporated by
reference to Exhibit 3.2 of the Company's Registration
Statement on Form S-1, as filed with the Securities and
Exchange Commission on June 10, 1994.
4.3 Registration Rights Agreement dated as of August 5, 1996 by and
among the Company and the Selling Shareholders.
5 Opinion of Troutman Sanders LLP.
23.1 Consent of Troutman Sanders LLP (included in Exhibit 5).
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Grant Thornton LLP.
24 Powers of Attorney (included in the signature page to the
Registration Statement).
ITEM 17. 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 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 in such information in the Registration
Statement; provided, however, that the registrant need not file a post-effective
amendment to include the information required to be included by subsection (i)
or (ii) if such information 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 the 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 therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; and
(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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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 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
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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.
(c) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act, the information omitted from the form of prospectus filed as
part of this Registration Statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of prospectus
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.
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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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on February 27, 1997.
NORRELL CORPORATION
By /s/ C. Douglas Miller
-------------------------------
C. Douglas Miller
Chief Executive Officer and
President
POWER OF ATTORNEY
We, the undersigned officers and directors of Norrell Corporation,
hereby severally constitute and appoint C. Kent Garner and Mark H. Hain, and
each of them singly, our true and lawful attorneys with full power to them, and
each of them singly, to sign for us and in our names in the capacities indicated
below, the Registration Statement on Form S-3 filed herewith and any and all
pre-effective and post-effective amendments to said Registration Statement, and
generally to do all such things in our names and on our behalf in our capacities
as officers and directors to enable Norrell Corporation to comply with the
provisions of the Securities Act of 1933, and all requirements of the Securities
and Exchange Commission, hereby ratifying and confirming our signatures as they
may be signed by our said attorneys or any of them, to said Registration
Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below and as of the date above indicated.
SIGNATURE CAPACITY
--------- --------
/s/ C. Douglas Miller Director, Chief Executive Officer and President
- -------------------------------- (Principal Executive Officer)
C. Douglas Miller
/s/ C. Kent Garner Vice President and Chief Financial Officer
- -------------------------------- (Principal Financial and Accounting Officer)
C. Kent Garner
Chairman of the Board
- --------------------------------
Guy W. Millner
/s/ Thomas A. Vadnais Director, President and Chief
- -------------------------------- Operating Officer, Tascor Incorporated
Thomas A. Vadnais
/s/ Larry J. Bryan Director and Executive Vice President
- --------------------------------
Larry J. Bryan
/s/ Lucius E. Burch, III Director
- --------------------------------
Lucius E. Burch, III
Director
- --------------------------------
Kaaren Johnson-Street
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/s/ Donald A. McMahon Director
- --------------------------------
Donald A. McMahon
Director
- --------------------------------
Frank A. Metz, Jr.
Director
- --------------------------------
Nancy Clark Reynolds
/s/ Carl E. Sanders Director
- --------------------------------
Carl E. Sanders
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EXHIBIT INDEX
Exhibit No. Description Page Number
- ----------- ----------- -----------
2 Agreement and Plan of Reorganization dated August 5, 1996 among
American Technical Resources, Inc., Norrell Corporation, N.
Acquisition Corp. and the Selling Shareholders, incorporated by
reference to Exhibit 1 of the Company's Current Report on Form 8-K
filed on August 20, 1996.
4.1 Amended and Restated Articles of Incorporation of the Company,
incorporated by reference to Exhibit 3.1 of the Company's
Amendment No. 1 to Registration Statement on Form S-1, as filed
with the Securities and Exchange Commission on June 22, 1994.
4.2 Amended and Restated Bylaws of the Company, incorporated by
reference to Exhibit 3.2 of the Company's Registration Statement on
Form S-1, as filed with the Securities and Exchange Commission on
June 10, 1994.
4.3 Registration Rights Agreement dated as of August 5, 1996 by and
among the Company and the Selling Shareholders.
5 Opinion of Troutman Sanders LLP.
23.1 Consent of Troutman Sanders LLP (included in Exhibit 5).
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Grant Thornton LLP.
24 Powers of Attorney (included in the signature page to the Registration
Statement).
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