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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 11, 1997
REGISTRATION NO. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CORESTAFF, INC.
(Exact name of Registrant as specified in its charter)
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<S> <C>
DELAWARE 76-0407849
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
PETER T. DAMERIS
SENIOR VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
4400 POST OAK PARKWAY, SUITE 1130 4400 POST OAK PARKWAY, SUITE 1130
HOUSTON, TEXAS 77027-3413 HOUSTON, TEXAS 77027-3413
(281) 602-3400 (281) 602-3400
(Address, including zip code, and telephone (Name, address, including zip code, and telephone
number, number,
including area code, of Registrant's principal including area code, of agent for service)
executive offices)
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Copies to:
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JEFFERY B. FLOYD JOHN F. WOMBWELL
ROBERT K. HATCHER ANDREWS & KURTH L.L.P.
VINSON & ELKINS L.L.P. 4200 TEXAS COMMERCE TOWER
2300 FIRST CITY TOWER HOUSTON, TEXAS 77002
1001 FANNIN STREET (713) 220-4396
HOUSTON, TEXAS 77002-6760
(713) 758-2222
(713) 758-2346 (FAX)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are being offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] Registration
Statement No. 333-31509.
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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Title of each class of Proposed Amount of
securities to be registered maximum aggregate registration fee
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Convertible Subordinated Notes(2) $23,000,000 $6,970
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REGISTRATION STATEMENT NO. 333-31509, WHICH WAS DECLARED EFFECTIVE ON
AUGUST 11, 1997, RELATES TO $207,000,000 OF 2.94% (CONVERTIBLE SUBORDINATED
NOTES AND $206,137,500 OF COMMON STOCK OF THE REGISTRANT (THE "PREVIOUSLY
REGISTERED SECURITIES"). THIS REGISTRATION STATEMENT REGISTERS ADDITIONAL
SECURITIES FOR OFFERING PURSUANT TO RULE 462(B) UNDER THE SECURITIES ACT TO THE
TOTAL AMOUNT OF PREVIOUSLY REGISTERED SECURITIES REGISTERED ON REGISTRATION
STATEMENT NO. 333-31509. PURSUANT TO RULE 429 UNDER THE SECURITIES ACT, THE
PREVIOUSLY REGISTERED SECURITIES MAY BE OFFERED AND SOLD TOGETHER WITH THE
SECURITIES REGISTERED HEREUNDER THROUGH THE USE OF THE COMBINED PROSPECTUS
INCLUDED IN REGISTRATION STATEMENT NO. 333-31509. IN ACCORDANCE WITH RULE
429(B), THE AMOUNT OF THE PREVIOUSLY PAID FILING FEE ASSOCIATED WITH THE
PREVIOUSLY REGISTERED SECURITIES WAS $125,193.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on the 11th day of August,
1997.
CORESTAFF, INC.
By /s/ EDWARD L. PIERCE
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Edward L. Pierce
Chief Financial Officer
and Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the dates indicated.
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SIGNATURE TITLE DATE
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* Chairman of the Board, Chief August 11, 1997
- ----------------------------------------------------- Executive Officer and President
Michael T. Willis (Principal Executive Officer)
* Executive Vice August 11, 1997
- ----------------------------------------------------- President -- Finance and
Austin P. Young Administration and Director
/s/ EDWARD L. PIERCE Senior Vice President, Chief August 11, 1997
- ----------------------------------------------------- Financial Officer and Assistant
Edward L. Pierce Secretary (Principal Financial
and Accounting Officer)
* Director August 11, 1997
- -----------------------------------------------------
Nuala Beck
* Director August 11, 1997
- -----------------------------------------------------
Charles H. Cotros
* Director August 11, 1997
- -----------------------------------------------------
Donald J. Edwards
* Director August 11, 1997
- -----------------------------------------------------
Bruce V. Rauner
* Director August 11, 1997
- -----------------------------------------------------
Charles R. Schneider
* Director August 11, 1997
- -----------------------------------------------------
John T. Turner
*By: /s/ EDWARD L. PIERCE
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Edward L. Pierce
Attorney-in-Fact
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The contents of the Registration Statement on Form S-3 (Registration No.
333-31509) registering Convertible Subordinated Notes and Common Stock of
CORESTAFF, Inc. with a proposed maximum offering price of $413,137,500 are
hereby incorporated by reference herein. Filed as exhibits hereto are the
following opinion and consents.
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EXHIBIT
NUMBERS EXHIBITS
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1.1 -- Certificate of Registrant as to payment of additional registration fee.
5.1 -- Opinion of Vinson & Elkins L.L.P. (Exhibit 5.1 to Form S-3 Registration No. 333-31509).
23.1 -- Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
23.2 -- Consent of Ernst & Young LLP.
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*Incorporated by reference as indicated
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EXHIBIT
NUMBERS INDEX TO EXHIBITS
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1.1 -- Certificate of Registrant as to payment of additional registration fee.
5.1 -- Opinion of Vinson & Elkins L.L.P. (Exhibit 5.1 to Form S-3 Registration No. 333-31509).
23.1 -- Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
23.2 -- Consent of Ernst & Young LLP.
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*Incorporated by reference as indicated
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CERTIFICATE OF
CORESTAFF, INC.
AS TO PAYMENT OF ADDITIONAL REGISTRATION FEE
CORESTAFF, Inc. (the "Registrant") hereby certifies to the
Securities and Exchange Commission that on August 11, 1997:
(i) The Registrant has instructed its bank to wire transfer
to the Securities and Exchange Commission the requisite filing fee of
$6,970 in connection with its Registration Statement pursuant to
Rule 462(b) filed on August 11, 1997;
(ii) The Registrant will not revoke such instructions;
(iii) The Registrant has sufficient funds in the account in
which the wire transfer will originate to cover the amount of the
filing fee.
The Registrant hereby undertakes to confirm on August 12, 1997 that
its bank has received such instructions.
CORESTAFF, INC.
By: /s/ EDWARD L. PIERCE
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Edward L. Pierce
Senior Vice President
and Chief Financial Officer
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference of our firm under the caption
"Experts" and "Selected Consolidated Financial Data" in the Registration
Statement (Form S-3) and related Prospectus of CORESTAFF, Inc. for the
registration of Convertible Subordinated Notes and to the use or to the
incorporation by reference included therein of our report dated February 5,
1997, with respect to the consolidated financial statements of CORESTAFF, Inc.
included therein, and included in its Annual Report (Form 10-K) for the year
ended December 31, 1996, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Houston, Texas
August 11, 1997
