As filed with the Securities and Exchange Commission on December 2, 1998
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 (IRS Employer
of incorporation or organization) Identification No.)
19925 STEVENS CREEK BOULEVARD
CUPERTINO, CALIFORNIA 95014
(Address of principal executive offices) (Zip Code)
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HALL, KINION & ASSOCIATES, INC.
1997 STOCK OPTION PLAN
IT PROFESSIONAL STOCK OPTION PLAN
(Full title of the Plans)
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BRENDA C. RHODES
CHIEF EXECUTIVE OFFICER
HALL, KINION & ASSOCIATES, INC.
19925 STEVENS CREEK BOULEVARD
CUPERTINO, CALIFORNIA 95014
(Name and address of agent for service)
(408) 863-5600
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered (1) per Share(2) Price(2) Fee
--------------------- ------------- ----------- ---------------- ------------
1997 Stock Option Plan
- ----------------------
Options to purchase
Common Stock 270,694 shares N/A N/A N/A
Common Stock (par
value $.001) 270,694 shares $7.1875 $1,945,613.13 $540.88
IT Professional Stock Option Plan
- ---------------------------------
Options to purchase
Common Stock 135,347 shares N/A N/A N/A
Common Stock (par
value $.001) 135,347 shares $7.1875 $ 972,806.56 $270.44
- -------------------------------------------------------------------------------------
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1997 Stock Option Plan or IT
Professional Stock Option Plan by reason of any stock dividend, stock
split, recapitalization or other similar transaction effected without the
receipt of consideration which results in an increase in the number of the
outstanding shares of Common Stock of Hall, Kinion & Associates, Inc.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the high
and low selling prices per share of Common Stock of Hall, Kinion &
Associates, Inc. as reported on the Nasdaq National Market on November 23,
1998.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
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Hall, Kinion & Associates, Inc. ("Hall Kinion") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):
(a) Hall Kinion's report on Form 10-K filed with the SEC on March 27, 1998 and
amended April 27, 1998, for the fiscal year ended December 28, 1997;
(b) Hall Kinion's Quarterly Reports on Form 10-Q filed with the SEC for the
fiscal quarters ended March 29, 1998, June 28, 1998 and September 27, 1998;
(c) Hall Kinion's Registration Statement No. 0-22869 on Form 8-A filed with the
SEC on July 22, 1997 and amended August 12, 1997 pursuant to Section 12 of
the Securities Exchange Act of 1934 (the "1934 Act"), in which there is
described the terms, rights and provisions applicable to Hall Kinion'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.
Item 4. Description of Securities
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Not Applicable.
Item 5. Interests of Named Experts and Counsel
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Not Applicable.
Item 6. Indemnification of Directors and Officers
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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 Exchange Act
of 1933, as amended (the "1933 Act"). Article VII, Section 6, of Hall Kinion's
Bylaws provides 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. Hall Kinion's Certificate of
Incorporation provides that, pursuant to Delaware law, its directors shall not
be liable for monetary damages for breach of the directors' fiduciary duty as
directors to Hall Kinion and its stockholders. This provision in the Certificate
of Incorporation does not eliminate the directors' fiduciary duty, 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 Hall Kinion 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. Hall
Kinion intends to enter into indemnification agreements with its officers and
directors. The indemnification agreements provide Hall Kinion'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
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Exhibit
Number Exhibit
- --------- -------
4.0 Instruments Defining Rights of Stockholders. Reference is made to
Registrant's Registration Statement No. 0-22869 on Form 8-A,
together with amendments thereto, which are incorporated herein by
reference pursuant to Item 3(c) of this Registration Statement.
5.0 Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin
& Hachigian, LLP.
23.1 Consent of Deloitte & Touche LLP, Independent Auditors.
23.2 Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
LLP is contained in Exhibit 5.0.
24.0 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
Item 9. Undertakings
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(a) Hall Kinion 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 Hall Kinion 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 Hall Kinion's 1997 Stock Option Plan or IT Professional
Stock Option Plan.
(b) Hall Kinion hereby undertakes that, for purposes of determining any
liability under the 1933 Act, each filing of Hall Kinion'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 Hall Kinion
pursuant to the indemnification provisions summarized in Item 6 or otherwise,
Hall Kinion 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 Hall Kinion of expenses incurred or
paid by a director, officer or controlling person of Hall Kinion 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, Hall Kinion 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.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Hall, Kinion & Associates, Inc. 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 Cupertino, State of
California on this 30th day of November, 1998.
HALL, KINION & ASSOCIATES, INC.
By: /s/Brenda C. Rhodes
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Brenda C. Rhodes
Chief Executive Officer, Chairman of the
Board and Director
II-3
POWER OF ATTORNEY
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KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Hall, Kinion & Associates,
Inc., a Delaware corporation, do hereby constitute and appoint Paul H. Bartlett
and Martin A. Kropelnicki, and either 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 either 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 either of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or either 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/ Brenda C. Rhodes Chief Executive Officer, Chairman of the Board November 30, 1998
- -------------------------------- (Principal Executive Officer) and Director
Brenda C. Rhodes
/s/ Martin A. Kropelnicki Chief Financial Officer and Vice President November 30, 1998
- -------------------------------- (Principal Financial and Accounting Officer)
Martin A. Kropelnicki
/s/ Paul H. Bartlett President and Director November 30, 1998
- --------------------------------
Paul H. Bartlett
/s/ Will J. Herman Director November 30, 1998
- --------------------------------
Will J. Herman
/s/ Todd J. Kinion Director November 30, 1998
- --------------------------------
Todd J. Kinion
/s/ Jon H. Rowberry
- -------------------------------- Director November 30, 1998
Jon H. Rowberry
II-4
EXHIBIT INDEX
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Exhibit
Number Exhibit
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4.0 Instruments Defining Rights of Stockholders. Reference is made to
Registrant's Registration Statement No. 0-22869 on Form 8-A,
together with amendments thereto, which are incorporated herein by
reference pursuant to Item 3(c) of this Registration Statement.
5.0 Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin
& Hachigian, LLP.
23.1 Consent of Deloitte & Touche LLP, Independent Auditors.
23.2 Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
LLP is contained in Exhibit 5.0.
24.0 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.