As filed with the Securities and Exchange Commission on November 1, 1996
Registration No. 333-10429
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
POST-EFFECTIVE AMENDMENT NO. 1
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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WESTERN STAFF SERVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-1266151
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
301 LENNON LANE
WALNUT CREEK, CALIFORNIA 94598-2453
(Address of principal executive offices) (Zip Code)
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EXECUTIVE AND KEY EMPLOYEE NONSTATUTORY INCENTIVE STOCK OPTION PLAN
1996 STOCK OPTION/STOCK ISSUANCE PLAN
1996 EMPLOYEE STOCK PURCHASE PLAN
International Employee Stock Purchase Plan
(Full title of the Plans)
-----------------------
W. ROBERT STOVER
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
WESTERN STAFF SERVICES, INC.
301 LENNON LANE
WALNUT CREEK, CALIFORNIA 94598-2453
(Name and address of agent for service)
-----------------------
(Telephone number, including area code, of agent for service)
(510) 930-5300
This Post-Effective Amendment No. 1 to the Registration Statement shall
hereafter become effective in accordance with the provisions of Section 8(c) of
the Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
Western Staff Services, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):
(a) The Registrant's prospectus filed with the SEC on May 1, 1996 pursuant
to Rule 424(b) of the Securities Act of 1933, as amended (the "1933
Act"), in connection with the Registration Statement No. 33-85536 on
Form S-1, which includes the Registrant's audited financial statements
for the Registrant's fiscal years ended October 28, 1995 and October
29, 1994 and the three years in the period ended October 28, 1995;
(b) (1) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 13, 1996 filed with the SEC on June 14, 1996;
(2) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended July 6, 1996, filed with the SEC on August 20,
1996; and
(c) The Registrant's Registration Statement No. 00-24990 on Form 8-A filed
with the SEC on March 18, 1996 pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended (the "1934 Act") which
describes the terms, rights and provisions applicable to the
Registrant's outstanding Common Stock.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby 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 by reference herein 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 subsequently filed
document which also 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
Registration Statement.
Item 4. Description of Securities
-------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Not Applicable.
II-1
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 1933 Act. The
Registrant's By-Laws provide for mandatory indemnification of its directors and
officers to the maximum extent permitted by the Delaware General Corporation
Law. The Registrant has entered into Indemnification Agreements with its
officers, directors and key employees. The Indemnification Agreements provide
such directors, officers and key employees with further indemnification to the
maximum extent permitted by the Delaware General Corporation Law. The
Registrant's Certificate of Incorporation also provides that, pursuant to
Delaware law, its directors shall not be liable for monetary damages to the
Registrant and its stockholders for a breach of their fiduciary duties as
directors, except for liability for any breach of a director's duty of loyalty
to the Registrant or its stockholders, acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law under Section
174 of the General Corporation Law of Delaware, or for any transaction from
which a director derives any improper personal benefit.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not Applicable.
Item 8. Exhibits
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Exhibit
Number Exhibit
- ------- -------
4 Instruments Defining Rights of Stockholders. Reference is made to
Registrant's Registration Statement No. 00-24990 on Form 8-A which
is incorporated herein by reference pursuant to Item 3(c).
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney.*
99.1 Executive and Key Employee Nonstatutory Incentive Stock Option
Plan.*
99.2 Nonstatutory Stock Option Agreement (Form I).*
99.3 Nonstatutory Stock Option Agreement (Form II).*
99.4 1996 Stock Option/Stock Issuance Plan.*
99.5 Form of Notice of Grant of Stock Option.*
99.6 Form of Stock Option Agreement.*
99.7 Form of Addendum to Stock Option Agreement (Involuntary Termination
Following a Corporate Transaction).*
99.8 Form of Notice of Grant of Automatic Stock Option.*
99.9 Form of Automatic Stock Option Agreement.*
99.10 Form of Stock Issuance Agreement.*
99.11 1996 Employee Stock Purchase Plan.
99.12 Stock Purchase Agreement.
99.13 Form of Enrollment/Change Form.
99.14 International Employee Stock Purchase Plan.
99.15 Stock Purchase Agreement.
99.16 Form of Enrollment/Change Form.
*Previously filed with Registration Statement No. 333-10429 on August 19,
1996.
II-2
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 1933 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 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 clauses (1)(i) and (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 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 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; 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 Registrant's 1996
Stock Option/Stock Issuance Plan and/or Employee Stock Purchase Plan and/or
International Stock Purchase Plan or upon the expiration of all outstanding
options under the Executive and Key Employee Nonstatutory Incentive Stock Option
Plan.
B. The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into 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 1933
Act may be permitted to directors, officers, or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6 above
or otherwise, the Registrant has been advised that, in the opinion of the SEC,
such indemnification is against public policy as expressed in the 1933 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 1933 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 Walnut Creek, State of California, on
this 31st day of October, 1996.
WESTERN STAFF SERVICES, INC.
By: /s/W. Robert Stover*
--------------------
W. Robert Stover
Chairman of the Board of Directors and
Chief Executive Officer
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Western Staff Services,
Inc., a Delaware corporation, do hereby constitute and appoint Harvey L. Maslin
and Paul A. Norberg, and each of them, the lawful attorneys-in-fact and agents
with full power and authority to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, and any one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules or
regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or any one of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
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
- --------- ----- ----
/s/ W. Robert Stover* Chairman of the Board of Directors October 31, 1996
- -------------------- and Chief Executive Officer
W. Robert Stover (Principal Executive Officer)
II-4
Signature Title Date
- --------- ----- ----
/s/Michael K. Phippen* President, Chief Operating October 31, 1996
- ---------------------- Officer and Director
Michael K. Phippen
/s/Harvey L. Maslin Vice Chairman of the Board October 31, 1996
- ---------------------- of Directors, Chief
Harvey L. Maslin Administrative Officer and
Director
/s/Paul A. Norberg* Executive Vice President,
- ------------------- Chief Financial Officer and
Paul A. Norberg Director (Principal Financial
Officer)
/s/Dirk A. Sodestrom* Vice President and Controller October 31, 1996
- --------------------- (Principal Accounting Officer)
Dirk A. Sodestrom
/s/Gilbert L. Sheffield* Director October 31, 1996
- ------------------------
Gilbert L. Sheffield
/s/Jack D. Samuelson* Director October 31, 1996
- ---------------------
Jack D. Samuelson
*By /s/Harvey L. Maslin October 31, 1996
-------------------
Harvey L. Maslin
Attorney-in-Fact
II-5
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
WESTERN STAFF SERVICES, INC.
EXHIBIT INDEX
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Exhibit
- -------
4 Instruments Defining Rights of Stockholders. Reference is made to
Registrant's Registration Statement No. 00-24990 on Form 8-A which
is incorporated herein by reference pursuant to Item 3(c).
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
24 Power of Attorney.*
99.1 Executive and Key Employee Nonstatutory Incentive Stock Option
Plan.*
99.2 Nonstatutory Stock Option Agreement (Form I).*
99.3 Nonstatutory Stock Option Agreement (Form II).*
99.4 1996 Stock Option/Stock Issuance Plan.*
99.5 Form of Notice of Grant of Stock Option.*
99.6 Form of Stock Option Agreement.*
99.7 Form of Addendum to Stock Option Agreement (Involuntary Termination
Following a Corporate Transaction).*
99.8 Form of Notice of Grant of Automatic Stock Option.*
99.9 Form of Automatic Stock Option Agreement.*
99.10 Form of Stock Issuance Agreement.*
99.11 1996 Employee Stock Purchase Plan.
99.12 Stock Purchase Agreement.
99.13 Form of Enrollment/Change Form.
99.14 International Employee Stock Purchase Plan.
99.15 Stock Purchase Agreement.
99.16 Form of Enrollment/Change Form.
*Previously filed with Registration Statement No. 333-10429 on August 19,
1996.