As filed with the Securities and Exchange Commission on March 17, 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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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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OPTIONS GRANTED TO MR. SAMUELSON AND MR. SHEFFIELD
PURSUANT TO WRITTEN COMPENSATION AGREEMENTS
(Full title of the Plan)
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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)
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(Telephone number, including area code, of agent for service)
(510) 930-5300
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
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Options to purchase Common Stock 3,000 N/A N/A N/A
(Options granted under written
compensation agreements)
Common Stock, $.01 par value 3,000 shares $14.25 $42,750 $13
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable pursuant to the Written Compensation
Agreements by reason of any stock dividend, stock split, recapitalization
or other similar transaction effected without the Registrant's receipt of
consideration which results in an increase in the number of the outstanding
shares of the Registrant's Common Stock.
(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 exercise price of
the options.
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 Annual Report on Form 10-K for the fiscal year ended
November 1, 1997, filed with the SEC on January 30, 1998;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
January 24, 1998 filed with the SEC on March 10, 1998; 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.
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
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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
Exhibit Number Exhibit
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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 Morrison & Foerster LLP.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Morrison & Foerster LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 Written Compensation Agreement between Registrant and Jack
D. Samuelson dated as of November 1, 1996.
99.2 Written Compensation Agreement between Registrant and
Gilbert L. Sheffield dated as of November 1, 1996.
99.3 Notice of Grant of Non-Employee Director Stock Option--Mr.
Samuelson.
99.4 Notice of Grant of Non-Employee Director Stock Option--Mr.
Sheffield.
99.5 Non-Employee Director Stock Option Agreement.
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
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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 upon the expiration of the options
granted to Messrs. Samuelson and Sheffield pursuant to their written
compensation agreements with the Registrant.
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 17th day of March, 1998.
WESTERN STAFF SERVICES, INC.
By: /s/ W. Robert Stover
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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 Michael K.
Phippen 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
all that 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
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/s/ W. Robert Stover Chairman of the Board of Directors March 17, 1998
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W. Robert Stover (Principal Executive Officer)
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Signature Title Date
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/s/ Michael K. Phippen President, Chief Operating March 17, 1998
- ------------------------ Officer and Director ---------
Michael K. Phippen
/s/ Paul A. Norberg Executive Vice President, March 17, 1998
- ------------------------ Chief Financial Officer and ---------
Paul A. Norberg Director (Principal Financial
Officer)
/s/ Dirk A. Sodestrom Vice President and Controller March 17, 1998
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Dirk A. Sodestrom
/s/ Gilbert L. Sheffield Director March 17, 1998
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Gilbert L. Sheffield
/s/ Jack D. Samuelson Director March 17, 1998
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Jack D. Samuelson
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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 Morrison & Foerster LLP.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Morrison & Foerster LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 Written Compensation Agreement between Registrant and Jack D.
Samuelson dated as of November 1, 1996.
99.2 Written Compensation Agreement between Registrant and Gilbert L.
Sheffield dated as of November 1, 1996.
99.3 Notice of Grant of Non-Employee Director Stock Option--Mr. Samuelson.
99.4 Notice of Grant of Non-Employee Director Stock Option--Mr. Sheffield.
99.5 Non-Employee Director Stock Option Agreement.