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As filed with the Securities and Exchange Commission on May 31, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ON ASSIGNMENT, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-4023433
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
26651 WEST AGOURA ROAD 91302
CALABASAS, CALIFORNIA (Zip Code)
(Address of Principal Executive Offices)
ON ASSIGNMENT, INC.
RESTATED 1987 STOCK OPTION PLAN
(As amended and restated July 11, 2000)
(Full title of the plan)
H. TOM BUELTER
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
ON ASSIGNMENT, INC.
26651 WEST AGOURA ROAD
CALABASAS, CALIFORNIA 91302
(Name and address of agent for service)
(818) 878-7900
(Telephone number, including area code, of agent for service)
Copies to:
DAVID A. EBERSHOFF, ESQ.
FULBRIGHT & JAWORSKI L.L.P.
865 SOUTH FIGUEROA STREET
TWENTY-NINTH FLOOR
LOS ANGELES, CALIFORNIA 90017
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Amount to be offering price per aggregate offering Amount of
Title of securities to be registered registered (1) share (2) price (2) registration fee
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Options to purchase Common Stock
under the Restated 1987 Stock
Option Plan.............................. 2,000,000 N/A N/A N/A
Common Stock, $0.01 par value............ 2,000,000 $20.665 $41,330,000 $10,333
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(1) Includes an indeterminable number of shares of Common Stock issuable as a
result of the anti-dilution provisions of the Restated 1987 Stock Option
Plan (As amended and restated July 11, 2000).
(2) Pursuant to Rule 457(c) and (h), the proposed maximum offering price is
estimated, solely for the purpose of determining the registration fee, on
the basis of the average high and low prices of the Common Stock on the
Nasdaq Stock Market on May 29, 2001.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
On Assignment, Inc. (the "Registrant") incorporates by reference in this
Registration Statement the following documents heretofore filed by the
Registrant with the Securities and Exchange Commission (the "SEC"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000; and
(b) The Registrant's quarterly report on Form 10-Q for the quarter
ended March 31, 2001.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), subsequent to the date of the filing hereof and prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of the filing of such documents.
ITEM 4. Description of Securities.
A. Classes of Stock. The Registrant is authorized to issue two classes of
stock designated, respectively, as "Common Stock" and "Preferred Stock". The
total number of shares which the Registrant is authorized to issue is
Seventy-Six Million (76,000,000) shares. Seventy- Five Million (75,000,000) of
the authorized shares are Common Stock, par value $.01 per share, and One
Million (1,000,000) of the authorized shares are Preferred Stock, par value $.01
per share.
B. Rights, Preferences and Restrictions of Preferred Stock. The
Registrant's authorized Preferred Stock may be issued from time to time in
series. Subject to the protective voting rights which may be granted to the
Preferred Stock or series thereof in Certificates of Determination or the
Registrant's Certificate of Incorporation ("Protective Provisions"), the Board
of Directors of the Registrant is authorized to fix or alter the rights,
preferences, privileges and restrictions granted to or imposed upon additional
series of Preferred Stock, and the number of shares constituting any such series
and the designation thereof, or of any of them. Subject to compliance with
applicable Protective Provisions, but notwithstanding any other rights of the
Preferred Stock or any series thereof, the rights, privileges, preferences and
restrictions of any such additional series may be subordinated to, pari passu
with (including, without limitation, inclusion in provisions with respect to
liquidation and acquisition preferences, redemption and/or approval of matters
by vote or written consent), or senior to any of those of any present or future
class or
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series of Preferred Stock or Common Stock. Subject to compliance with applicable
Protective Provisions, the Board of Directors of the Registrant is also
authorized to increase or decrease the number of shares of any series, prior to
subsequent to the issue of that series, but not below the number of shares of
such series then outstanding. In case the number of shares of any series shall
be so decreased, the shares constituting such decrease shall resume the status
which they had prior to the adoption of the resolution originally fixing the
number of shares of such series. Currently, the Registrant has no shares of
Preferred Stock outstanding.
C. Common Stock.
1. Dividends. Subject to the prior rights of holders of all classes
of stock at the time outstanding having prior rights as to dividends, the
holders of the Common Stock shall be entitled to receive, when and as declared
by the Board of Directors of the Registrant, out of any assets of the Registrant
legally available therefor, such dividends as may be declared from time to time
by the Board of Directors.
2. Liquidation Rights. Subject to the prior rights of holders of all
classes of stock at the time outstanding having prior rights as to liquidation,
upon the liquidation, dissolution or winding up of the Registrant, the assets of
the Registrant shall be distributed to the holders of the Common Stock.
3. Redemption. The Common Stock is not redeemable.
4. Voting Rights. The holder of each share of Common Stock shall
have the right to one vote, and shall be entitled to notice of any stockholders'
meeting, and shall be entitled to vote upon such matters and in such manner as
may be provided by law.
ITEM 5. Interests of Named Experts and Counsel.
Not applicable.
ITEM 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law authorizes a court to
award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act"). The Registrant's Bylaws provide for mandatory
indemnification of its directors and officers and permissible indemnification of
employees and other agents to the maximum extent permitted by the Delaware
General Corporation Law. The Registrant's Certificate of Incorporation provides
that, pursuant to Delaware law, its directors shall not be liable for monetary
damages for breach of their fiduciary duty as directors to the Registrant and
its stockholders. This provision in the Certificate of Incorporation does not
eliminate the fiduciary duty
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of the directors, and, in appropriate circumstances, equitable remedies such as
injunctive or other forms of non-monetary relief will remain available under
Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Registrant for
acts or omissions not in good faith or involving intentional misconduct, for
knowing violations of law, for actions leading to improper personal benefit to
the director and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws. The Registrant has
entered into Indemnification Agreements with its officers and directors. The
Indemnification Agreements provide the Registrant's officers and directors with
further indemnification to the maximum extent permitted by the Delaware General
Corporation Law.
ITEM 7. Exemption from Registration Claimed.
Not applicable.
ITEM 8. Exhibits.
4 On Assignment, Inc. Restated 1987 Stock Option Plan (As
amended and restated July 11, 2000) (incorporated by
reference to the Registrant's Annual Report on Form 10-K,
filed with the SEC on March 29, 2001).
5 Opinion of Fulbright & Jaworski L.L.P. as to the legality of
the securities being registered.
23.1 Consent of Fulbright & Jaworski L.L.P. (included as part of
Exhibit 5).
23.2 Consent of Deloitte & Touche, LLP, independent public
accountants.
24 Power of Attorney (contained on page 6 hereof).
ITEM 9. Undertakings.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent
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post-effective amendment hereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement; and
(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 (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated
by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered 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 On Assignment, Inc. Restated 1987 Stock Option Plan (As
amended and restated July 11, 2000).
B. The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference into this Registration Statement
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.
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 indemnification provisions summarized in Item 6 or
otherwise, the Registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Calabasas, State of California on the 30th day of
May, 2001.
ON ASSIGNMENT, INC.
By: /s/ H. TOM BUELTER
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H. Tom Buelter
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints H. Tom Buelter and Ronald W. Rudolph, and
each of them, as his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and re- substitution, for him or her and in his or
her name, place and stead, in any and all capacities, to sign any or 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 attorneys-in-fact and agents, 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 connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, or the substitute or substitutes
of any or all of them, may lawfully do or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
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/s/ H. TOM BUELTER Chairman of the Board and May 30, 2001
- ----------------------------------------- Chief Executive Officer
H. Tom Buelter (Principal Executive
Officer)
/s/ RONALD W. RUDOLPH Executive Vice President- May 30, 2001
- ----------------------------------------- Finance and Chief Financial
Ronald W. Rudolph Officer (Principal Financial
and Accounting Officer)
/s/ KAREN BRENNER
- ----------------------------------------- Director May 30, 2001
Karen Brenner
/s/ WILLIAM E. BROCK
- ----------------------------------------- Director May 30, 2001
Honorable William E. Brock
/s/ JONATHAN S. HOLMAN
- ----------------------------------------- Director May 30, 2001
Jonathan S. Holman
/s/ JEREMY M. JONES
- ----------------------------------------- Director May 30, 2001
Jeremy M. Jones
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EXHIBIT INDEX
Exhibit Number Description Page Number
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4(1) On Assignment, Inc. Restated 1987 Stock
Option Plan (As amended and restated
July 11, 2000).
5 Opinion of Fulbright & Jaworski L.L.P. as
to the legality of the securities being
registered.
23.1 Consent of Fulbright & Jaworski L.L.P.
(included as part of Exhibit 5).
23.2 Consent of Deloitte & Touche, LLP, independent
public accountants.
24 Power of Attorney (contained on page 6 hereof).
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(1) Incorporated by reference to the Registrant's Annual Report on Form 10-K,
filed with the SEC on March 29, 2001.