As filed with the Securities and Exchange Commission on August 16, 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
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HALL, KINION & ASSOCIATES, INC.
(Exact name of registrant as specified in its charter)
Delaware 77-0337705
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2570 North First Street, Suite 400
San Jose, California 95131
(408) 895-5200
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Hall, Kinion & Associates, Inc.'s 1997 Stock Option Plan
Hall, Kinion & Associates, Inc.'s IT Professional Stock Option Plan
(Full title of the plan)
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BRENDA C. RHODES
Chief Executive Officer and Director
HALL, KINION & ASSOCIATES, INC.
2570 North First Street, Suite 400
San Jose, California 95131
(408) 895-5200
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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With a copy to:
LAWRENCE CALOF, ESQ.
Gibson, Dunn & Crutcher LLP
1530 Page Mill Road
Palo Alto, California 94304
(650) 849-5300
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CALCULATION OF REGISTRATION FEE(1)
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Amount Proposed Maximum Proposed Maximum Amount
Title of Securities to be offering Price per Aggregate of Registration
to be Registered Registered (2) Share (3) Offering Price (3) Fee
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1997 Stock Option Plan
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Common Stock, $.001 par
value per share 395,370 $ 6.005 per share $2,374,196.85 $593.55
IT Professional Stock Option
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Plan
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Common Stock, $.001 par
value per share 197,685| $ 6.005 per share $1,187,098.43 $296.77
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(1) This Registration Statement relates to the registration of additional
securities under the registrant's 1997 Stock Option Plan (the "1997 Plan")
and the IT Professional Stock Option Plan (the "IT Plan" and with the 1997
Plan, the "Plans"). Under the original Registration Statements (file nos.
333-38635, 333-68229, 333-93663 and 333-42192) relating to the 1997 Plan,
the registrant registered 3,363,216 shares (as well as options and other
rights to acquire or purchase shares). Under the original Registration
Statements (file nos. 333-38635, 333-68229, 333-93663 and 333-42192)
relating to the IT Plan, the registrant registered 785,412 shares (as well
as options and other rights to acquire or purchase shares).
(2) This Registration Statement covers, in addition to the number of shares of
Common Stock, $.001 par value, stated in the table, options and other rights
to purchase or acquire the shares of Common Stock under the Plans and,
pursuant to Rule 416(c), an additional indeterminate number of shares which
by reason of certain events specified in the Plans may become subject to the
Plans.
(3) Pursuant to Rule 457(h), the maximum offering price, per share and in the
aggregate, and the registration fee were calculated based upon the average
of the high and low prices of the Common Stock on August 13, 2001.
INCORPORATION OF CONTENTS OF REGISTRATION STATEMENT
BY REFERENCE
Under the Hall, Kinion & Associates, Inc.'s (the "Company") 1997 Stock Option
Plan (the "1997 Plan"), the number of shares of Common Stock available for
issuance under the 1997 Plan automatically increased on the first trading day
each calendar year beginning January 1, 1998, by an amount equal to three
percent (3%) of the shares of Common Stock outstanding on the trading day
immediately preceding January 1; but in no event shall any such annual increase
exceed 500,000 shares. There were 13,179,004 shares of Common Stock outstanding
on December 29, 2000, the trading day immediately preceding January 1, 2001, and
therefore, 395,370 additional shares of Common Stock are authorized for issuance
under the 1997 Plan.
Under the Company's IT Professional Plan (the "IT Plan"), the number of shares
of Common Stock available for issuance under the IT Plan automatically increased
on the first trading day each calendar year beginning January 1, 1998, by an
amount equal to one and a half percent (1.5%) of the shares of Common Stock
outstanding on the trading day immediately preceding January 1. There were
13,179,004 shares of Common Stock outstanding on December 29, 2000, the trading
day immediately preceding January 1, 2001, and therefore, 197,685 additional
shares of Common Stock are authorized for issuance under the IT Plan.
Pursuant to General Instruction E of Form S-8, this Registration Statement is
being filed to register the additional 395,370 shares authorized under the 1997
Plan and the additional 197,685 shares authorized under the IT Plan. This
Registration Statement should also be considered a post-effective amendment to
the prior Registration Statements referenced in footnote 1 on the cover page.
The contents of such prior Registration Statements are incorporated herein by
reference.
PART I
ITEM 1. PLAN INFORMATION.
Not filed as part of this Registration Statement pursuant to Note to Part I
of Form S-8.
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not filed as part of this Registration Statement pursuant to Note to Part I
of Form S-8.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by Hall, Kinion & Associates, Inc. with
the Securities and Exchange Commission are by this reference incorporated in and
made a part of this Registration Statement:
(a) Registration Statement No. 333-38635 on Form S-8 as filed on
October 24, 1997 relating to Hall, Kinion & Associates, Inc.'s
1997 Stock Option Plan and IT Professional Plan.
(b) Registration Statement No. 333-68229 on Form S-8 as filed on
December 2, 1998 relating to Hall, Kinion & Associates, Inc.'s
1997 Stock Option Plan and IT Professional Plan.
(c) Registration Statement No. 333-93663 on Form S-8 as filed on
December 28, 1998 relating to Hall, Kinion & Associates, Inc.'s
1997 Stock Option Plan and IT Professional Plan.
(d) Registration Statement No. 333-42192 on Form S-8 as filed on July
25, 2000 relating to Hall, Kinion & Associates, Inc.'s 1997 Stock
Option Plan and IT Professional Plan.
ITEM 8. EXHIBITS.
Exhibit
Number Description
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5.1 Opinion of Gibson, Dunn & Crutcher LLP
23.1 Consent of Independent Accountants
23.2 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1)
24 Power of Attorney (included on Signature Page)
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 San Jose, State of California, on the 16th day of
August, 2001.
HALL, KINION & ASSOCIATES, INC.
By: /s/ Brenda C. Rhodes
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Brenda C. Rhodes
Chief Executive Officer and Chairman
of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Martin Kropelnicki and David Healey his or her
true and lawful attorneys-in-fact and agents, each acting alone, with full
powers of substitution and resubstitution, for him or her and in his or her
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
attorneys-in-fact and agents, each acting alone, full powers 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 or she might,
or could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, each acting alone, or his or her substitute or substitutes
may 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 and
on the dates indicated below.
Signature Title Date
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/s/ Brenda C. Rhodes Chairman and Chief Executive Officer and August 16, 2001
Brenda C. Rhodes Director (Principal Executive Officer)
/s/ Martin A. Kropelnicki Vice President, Chief Financial Officer and August 16, 2001
Martin A. Kropelnicki Secretary (Principal Financial and
Accounting Officer)
/s/ Herbert I. Finkelman Director August 16, 2001
Herbert I. Finkelman
/s/ Jack F. Jenkins-Stark Director August 16, 2001
Jack F. Jenkins-Stark
/s/ Michael S. Stein Director August 16, 2001
Michael S. Stein
/s/ Todd J. Kinion Director August 16, 2001
Todd J. Kinion
/s/ Jon H. Rowberry Director August 16, 2001
Jon H. Rowberry
EXHIBIT INDEX
Exhibit
Number Description
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5.1 Opinion of Gibson, Dunn & Crutcher LLP
23.1 Consent of Independent Accountants
23.2 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1)
24 Power of Attorney (included on Signature Page)
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