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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 2, 1999.
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTERIM SERVICES INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-3536544
- --------------------------------- ----------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification number)
2050 SPECTRUM BOULEVARD, FORT LAUDERDALE FLORIDA 33309-3799
- ------------------------------------------------ ----------
(Address of principal executive offices) (Zip Code)
INTERIM SERVICES INC. AMENDED AND RESTATED 1998 STOCK INCENTIVE PLAN
(Full Title of the Plan)
LISA IGLESIAS, ESQ.
VICE-PRESIDENT AND GENERAL COUNSEL
INTERIM SERVICES INC.
2050 SPECTRUM BOULEVARD
FORT LAUDERDALE, FLORIDA 33309-3799
(Name and address of agent for service)
(954) 938-7600
(Telephone number, including area code, of agent for service)
Copies of communications to:
ANDREW HULSH, ESQ.
BAKER & MCKENZIE
1200 BRICKELL AVENUE, 19TH FLOOR
MIAMI, FLORIDA 33131
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CALCULATION OF REGISTRATION FEE
====================================================================================================================
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities To be Price Offering Registration
to be Registered Registered (1) Per Share(2) Price(1)(2) Fee(1)(2)
- ---------------- -------------- ------------- ------------ -------------
Common Stock, 2,200,000 Shares $18.25 $40,562,500 $10,708.50
$0.01 par value
====================================================================================================================
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this
Registration Statement covers such additional number of shares of Common
Stock that may be issuable pursuant to applicable anti-dilution provisions.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and 457(h) under the Securities Act of 1933, as
amended, using the average of the high and low price of the Registrant's
Common Stock as reported on the New York Stock Exchange on November 29,
1999.
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PART II.
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated into this Registration Statement by
reference:
(1) The registrant's latest Annual Report on Form 10-K for the fiscal
year ended December 25, 1998 (the "Annual Report"), filed with the Securities
and Exchange Commission (the "Commission") pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");
(2) All other reports filed with the Commission by the registrant
pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the
registrant's fiscal year covered by the Annual Report referred to in (1), above;
and
(3) A description of the registrant's Common Stock, par value $.01 per
share (the "Common Stock"), and related matters included in the registrant's
Registration Statement on Form 8-A (Commission File No. 0-23198) effective
January 24, 1994, and any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered by this
Registration Statement have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated herein by reference 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 Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of Delaware (the "DGCL")
provides that a Delaware 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 such corporation) by
reason of the fact that any such person is or was a director, officer, employee
or agent of such corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of such corporation, or is
or was serving at the request of the corporation as a director, officer,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise. The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided that such officer or director acted in good faith and in a
manner such person 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 or her conduct was unlawful.
A Delaware corporation may indemnify officers and directors against expenses
(including attorneys' fees) in connection with the defense or
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settlement of an action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer of director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him or
her against the expenses (including attorneys' fees) which such officer or
director actually and reasonably incurred. The foregoing description is
qualified in its entirety by reference to the more detailed provisions of
Section 145 of the DGCL.
Section 102 of the DGCL allows a Delaware corporation to eliminate or
limit the personal liability of a director to the corporation or to any of its
stockholders for monetary damage for a breach of fiduciary duty as a director,
except in the case where the director (i) breaches such person's duty of loyalty
to the corporation or its stockholders, (ii) fails to act in good faith, engages
in intentional misconduct or knowingly violates a law, (iii) authorizes the
payment of a dividend or approves a stock purchase or redemption in violation of
Section 174 of the DGCL or (iv) obtains an improper personal benefit.
The officers and directors are indemnified pursuant to specific
provisions of the Registrant'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
Registrant 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 of director is fairly and reasonably entitled to indemnity for amounts
the Court of Chancery or such other court shall deem proper.
Pursuant to the Registrant's Amended and Restated Certificate of
Incorporation, no director or shareholder of the Registrant shall be personally
liable to the Registrant 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 Registrant 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 Registrant 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.
The Registrant 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.
The following is a complete list of exhibits filed as a part of this
Registration Statement and which are incorporated herein.
EXHIBIT NO. EXHIBIT
- ----------- -------
4.1 Interim Services Inc. Amended and Restated 1998 Stock Incentive
Plan.
4.2 Form of Stock Certificate, filed as Exhibit 4.3 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 27, 1996, is incorporated herein by reference.
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4.3 Rights Agreement dated as of March 17, 1994, between the
Registrant and Boatmen's Trust Company, filed as Exhibit 4.1 to
the Registrant's Form 8-A filed April 14, 1994, is incorporated
herein by reference.
4.4 Amendment No. 1 to Rights Agreement dated June 26, 1996 between
the Registrant, Boatmen's Trust Company and ChaseMellon
Shareholder Services L.L.C., filed as Exhibit 4.1(A) to the
Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 27, 1996, is incorporated herein by reference.
4.5 Amendment No. 2 to Rights Agreement dated February 25, 1997
between the Registrant and ChaseMellon Shareholder Services
L.L.C., filed as Exhibit 4.1(B) to the Registrant's Quarterly
Report on Form 10-Q for the fiscal quarter ended March 28, 1997,
is incorporated herein by reference.
4.6 Certificate of Designation, Preferences and rights filed with the
Secretary of State of the State of Delaware, filed as Exhibit 2.1
to the Registrant's Form 8-A dated April 11, 1994, is
incorporated herein by reference.
4.7 Certificate of Increase of Shares Designated as Participating
Preferred Stock, filed as Exhibit 2.2 to the Registrant's Form
8-A/A2, dated November 3, 1997, is incorporated herein by
reference.
4.8 Articles Fourth, Fifth, Seventh, Eight and Tenth of the Restated
Certificate of Incorporation of the Registrant, filed as part of
Exhibit 4.4 to the Registrant's Form 10-K for the fiscal year
ended December 27, 1996, are incorporated herein by reference.
4.9 Sections Four through Twelve and Thirty-five through Forty-one of
the Bylaws of the Registrant, filed as part of Exhibit 4.2 to
Amendment No. 1 to the Registrant's Form S-3 filed September 16,
1996, are incorporated herein by reference.
5.1 Opinion of Baker & McKenzie, regarding legality of the securities
covered by this Registration Statement.
23.1 Consent of Baker & McKenzie, counsel for the registrant, to the
use of its opinion with respect to the legality of the securities
covered by this Registration Statement and to the references to
such counsel in this Registration Statement (contained in Exhibit
5.1 to this Registration Statement).
23.2 Consent of Deloitte & Touche LLP, independent Certified Public
Accountants.
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 of 1933 (the "Act");
(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. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed
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with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement.
(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 the
registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) shall 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 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 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 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 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 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
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 November 30,
1999.
INTERIM SERVICES INC.
By: /s/ Raymond Marcy
-------------------------------------
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, Lisa Iglesias and Roy G.
Krause, 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 below by the following persons in the
capacities and on the dates indicated.
NAME TITLE DATE
/s/ RAYMOND MARCY President, Chief Executive Officer, and November 30, 1999
------------------------------ Director
Raymond Marcy
/s/ ROY G. KRAUSE Executive Vice President and Chief November 30, 1999
------------------------------ Financial Officer
Roy G. Krause
/s/ MARK W. SMITH Vice President - Finance November 30, 1999
------------------------------
Mark W. Smith
/s/ STEVEN S. ELBAUM Director November 30, 1999
------------------------------
Steven S. Elbaum
/s/ WILLIAM F. EVANS Director November 30, 1999
------------------------------
William F. Evans
/s/ JEROME B. GROSSMAN Director November 30, 1999
------------------------------
Jerome B. Grossman
/s/ CINDA A. HALLMAN Director November 30, 1999
------------------------------
Cinda A. Hallman
/s/ GUY W. MILLNER Director November 30, 1999
------------------------------
Guy W. Millner
/s/ IAN MORRISON Director November 30, 1999
------------------------------
Ian Morrison
/s/ A. MICHAEL VICTORY Director November 30, 1999
------------------------------
A. Michael Victory
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EXHIBIT INDEX
The following is a complete list of exhibits filed as a part of this
Registration Statement and which are incorporated herein.
EXHIBIT NO. EXHIBIT PAGE
- ----------- ------- ----
4.1 Interim Services Inc. Amended and Restated 1998 Stock
Incentive Plan
4.2 Form of Stock Certificate, filed as Exhibit 4.3 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 27, 1996, is incorporated herein by reference.
4.3 Rights Agreement dated as of March 17, 1994, between the
Registrant and Boatmen's Trust Company, filed as Exhibit 4.1
to the Registrant's Form 8-A filed April 14, 1994, is
incorporated herein by reference.
4.4 Amendment No. 1 to Rights Agreement dated June 26, 1996
between the Registrant, Boatmen's Trust Company and
ChaseMellon Shareholder Services L.L.C., filed as Exhibit
4.1(A) to the Registrant's Quarterly Report on Form 10-Q for
the fiscal quarter ended September 27, 1996, is incorporated
herein by reference.
4.5 Amendment No. 2 to Rights Agreement dated February 25, 1997
between the Registrant and ChaseMellon Shareholder Services
L.L.C., filed as Exhibit 4.1(B) to the Registrant's Quarterly
Report on Form 10-Q for the fiscal quarter ended March 28,
1997, is incorporated herein by reference.
4.6 Certificate of Designation, Preferences and rights filed with
the Secretary of State of the State of Delaware, filed as
Exhibit 2.1 to the Registrant's Form 8-A dated April 11, 1994,
is incorporated herein by reference.
4.7 Certificate of Increase of Shares Designated as Participating
Preferred Stock, filed as Exhibit 2.2 to the Registrant's Form
8-A/A2, dated November 3, 1997, is incorporated herein by
reference.
4.8 Articles Fourth, Fifth, Seventh, Eight and Tenth of the
Restated Certificate of Incorporation of the Registrant, filed
as part of Exhibit 4.4 to the Registrant's Form 10-K for the
fiscal year ended December 27, 1996, are incorporated herein
by reference.
4.9 Sections Four through Twelve and Thirty-five through Forty-one
of the Bylaws of the Registrant, filed as part of Exhibit 4.2
to Amendment No. 1 to the Registrant's Form S-3 filed
September 16, 1996, are incorporated herein by reference.
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5.1 Opinion of Baker & McKenzie regarding legality of the
securities covered by this Registration Statement
23.1 Consent of Baker & McKenzie, legal counsel for the Company, to
the use of its opinion with respect to the legality of the
securities covered by this Registration Statement and to the
references to such counsel in this Registration Statement
(contained in Exhibit 5.1 to this Registration Statement)
23.2 Consent of Deloitte & Touche LLP, independent Certified Public
Accountants
24.1 Power of Attorney (included on signature page)
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