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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 13, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
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CORESTAFF, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0407849
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification number)
4400 POST OAK PARKWAY, SUITE 1130
HOUSTON, TEXAS 77027-3413
(Address of principal executive offices, including zip code)
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METAMOR TECHNOLOGIES, LTD.
RESTRICTED STOCK PLAN
(Full title of the plan)
-----------------------
MARGARET G. REED
ASSOCIATE GENERAL COUNSEL
CORESTAFF, INC.
4400 POST OAK PARKWAY, SUITE 1130
HOUSTON, TEXAS 77027-3413
(Name and address of agent for service)
(713) 548-3400
(Telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities to Offering Price Aggregate Offering Amount of
be Registered Amount to be Registered Per Share Price Registration Fee
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock, $.01 par
value . . . . . . . . $ $600,000 $177
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</TABLE>
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents constituting Part I of this Registration Statement will
be sent or given to participants as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Certain Documents by Reference
The following documents which have been filed by CORESTAFF, Inc., a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference and made a
part hereof:
(1) Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
(2) Quarterly Reports on Form 10-Q for the periods ended
March 31, 1997, June 30, 1997 and September 30, 1997; and
(3) Description of the Company's Common Stock, $.01 par
value per share (the "Common Stock"), contained in Item 1 of the
Company's Registration Statement on Form 8-A, Registration No.
0-26970.
In addition, all documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment hereto that indicates that all securities offered hereby have been
sold or which deregisters all such securities then remaining unsold, shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such documents. Any statement contained herein or in any
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 other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed to constitute a part of this Registration
Statement, except as so modified or superseded.
ITEM 4. Description of Securities.
Not applicable.
ITEM 5. Interests of Named Experts and Counsel.
Not applicable.
ITEM 6. Indemnification of Directors and Officers.
The Company's Certificate of Incorporation, as amended, limits the
liability of the directors of the Company to the Company or its stockholders (in
their capacity as director but not in their capacity as officers) to the fullest
extent permitted by the Delaware General Corporation Law (the "DGCL").
Accordingly, pursuant to the terms of the DGCL as presently in effect, directors
of the Company will not be personally liable for monetary damages for breach of
a director's fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the
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Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
unlawful payments of dividends or unlawful stock repurchases or redemptions as
provided in Section 174 of the DGCL or (iv) for any transaction from which the
director derived an improper personal benefit. In addition, such provisions do
not limit the rights of the Company or its stockholders, in appropriate
circumstances, to seek equitable remedies such as injunctive or other forms of
non-monetary relief. Such remedies may not be effective in all cases. The
Certificate of Incorporation also provides that if the DGCL is amended after
the approval of the Certificate of Incorporation to authorize corporate action
further eliminating or limiting the personal liability of the directors, then
the liability of a director of the Company will be eliminated or limited to the
fullest extent permitted by the DGCL, as so amended. In addition, the
Certificate of Incorporation provides that the Company may purchase and
maintain insurance on behalf of any director, officer, employee or agent of the
Company who is or was serving, at the request of the Corporation, as a
director, officer, employer or agent for another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in such capacity or arising out of his status as such,
whether or not the Company would have the power to indemnify such person for
such liability under the DGCL.
In addition, the Bylaws, in substance, require the Company to
indemnify each person who is or was a director, officer, employee or agent of
the Company to the fullest extent permitted by the laws of the State of
Delaware in the event he is involved in legal proceedings by reason of the fact
that he is or was a director, officer, employee or agent of the Company, or is
or was serving at the Company's request as a director, officer, employee or
agent of another corporation, partnership or other enterprise. The Company is
also required to advance to such persons payment incurred in defending a
proceeding to which indemnification might apply, provided the recipient
provides an undertaking agreeing to repay all such advanced amounts if it is
ultimately determined that he is not entitled to be indemnified. In addition,
the Bylaws specifically provide that the indemnification rights granted
thereunder are non-exclusive.
Each director and executive officer of the Company has also entered
into an indemnification agreement with the Company (the "Indemnification
Agreements"). The Indemnification Agreements are intended to permit
indemnification which may be broader than specifically provided by law. It is
possible that the applicable law could change the degree to which
indemnification is expressly permitted.
The Indemnification Agreements cover most monetary liabilities paid in
settlement of claims if such settlement is approved in advance by the Company,
which approval shall not be unreasonably withheld. The Indemnification
Agreements generally cover claims relating to the fact that the indemnified
party is or was an agent of the Company or its subsidiary, or is or was serving
at the request of the Company as an Agent for another entity. The
Indemnification Agreements also obligate the Company to promptly advance all
expenses incurred in connection with any claim. The indemnitee is, in turn,
obligated to reimburse the Company for all amounts so advanced if it is later
determined that the indemnitee is not entitled to indemnification. The
indemnification provided under the Indemnification Agreements is not exclusive
of any other indemnity rights; however, double payment to the indemnitee is
prohibited.
The Company is not obligated to indemnify the indemnitee with respect
to (a) acts, omissions, or transactions from which the indemnitee may not be
relieved of liability under applicable law, (b) claims initiated or brought
voluntarily by the indemnitee which are not defensive, except in certain
situations, (c) proceedings instituted by the indemnitee to enforce the
Indemnification Agreements which are not made in good faith or are frivolous,
or (d) violations of Section 16(b) of the Exchange or any similar successor
statute.
ITEM 7. Exemption from Registration Claimed.
Not applicable.
2
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ITEM 8. Exhibits.
Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:
4.1 - Certificate of Incorporation of the Company, as amended
(incorporated by reference from exhibit number 4.1 to the
Company's Registration Statement on Form S-8, file number
33-80325, and exhibit number 3.1 to the Company's Registration
Statement on Form S-3, file number 333-31509).
4.2 - Amended and Restated Bylaws of the Company (incorporated by
reference from exhibit number 4.2 to the Company's
Registration Statement on Form S-8, file number 33-80325).
5.1 - Opinion of Margaret G. Reed, Associate General Counsel to the
Company.
23.1 - Consent of Margaret G. Reed, Associate General Counsel to the
Company (included in Exhibit 5.1).
23.2 - Consent of Independent Auditors.
24.1 - Power of Attorney (included on the signature pages of this
Registration Statement).
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 Securities Act of 1933;
(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;
(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 paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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.
(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 offering.
3
<PAGE> 5
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
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
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Security Act of 1933 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 Securities Act of 1933 and will be governed by the final
adjudication of such issue.
4
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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 Houston, State of Texas
on February 12, 1998.
CORESTAFF, INC.
(Registrant)
By: /s/ MICHAEL T. WILLIS
-------------------------------------
Michael T. Willis
Chief Executive Officer and President
POWER OF ATTORNEY
Each of the undersigned directors and officers of CORESTAFF, Inc.
hereby constitutes and appoints Michael T. Willis, Edward L. Pierce and Peter
T. Dameris, and each of them, with full power to act without the other and with
full power of substitution and resubstitution, his true and lawful
attorneys-in-fact and agents, for him and in his name, place, and stead, in any
and all capacities, to sign on his behalf any and all amendments (including
post-effective amendments and amendments thereto) to this Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Commission granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
about the premises as fully as to all intents and purposes as he might or could
do in person, and hereby ratify and confirm that all such attorneys-in-fact or
agents, or any of them, or their substitutes shall lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ MICHAEL T. WILLIS Chairman of the Board, February 12, 1998
- ---------------------------------------- Chief Executive Officer
Michael T. Willis and President
(Principal Executive Officer)
/s/ EDWARD L. PIERCE Senior Vice President, February 12, 1998
- ---------------------------------------- Chief Financial Officer and
Edward L. Pierce Assistant Secretary
(Principal Financial and
Accounting Officer)
/s/ NUALA M. BECK Director February 12, 1998
- ----------------------------------------
Nuala M. Beck
February 12, 1998
/s/ CHARLES H. COTROS Director
- ----------------------------------------
Charles H. Cotros
February 12, 1998
/s/ DONALD J. EDWARDS Director
- ----------------------------------------
Donald J. Edwards
</TABLE>
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ BRUCE V. RAUNER Director February 12, 1998
- ----------------------------------------
Bruce V. Rauner
/s/ MICHAEL T. REDDY Director February 12, 1998
- ----------------------------------------
Michael T. Reddy
/s/ CHARLES R. SCHNEIDER Director February 12, 1998
- ----------------------------------------
Charles R. Schneider
/s/ JOHN T. TURNER Director February 12, 1998
- ----------------------------------------
John T. Turner
/s/ AUSTIN P. YOUNG Director and Executive Vice February 12, 1998
- ---------------------------------------- President--Finance and
Austin P. Young Administration
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit No. Exhibit Numbered Page
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<S> <C> <C>
4.1 - Certificate of Incorporation of the
Company, as amended (incorporated by
reference from exhibit number 4.1 to the
Company's Registration Statement on Form
S-8, file number 33-80325, and exhibit
number 3.1 to the Company's Registration
Statement on Form S-3, file number 333-
31509).
4.2 - Amended and Restated Bylaws of the
Company (incorporated by reference from
exhibit number 4.2 to the Company's
Registration Statement on Form S-8, file
number 33-80325).
5.1 - Opinion of Margaret G. Reed, Associate
General Counsel to the Company
23.1 - Consent of Margaret G. Reed, Associate
General Counsel to the Company (included
in Exhibit 5.1)
23.2 - Consent of Independent Auditors
24.1 - Power of Attorney (included on the
signature pages of this Registration
Statement)
</TABLE>
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EXHIBIT 5.1
[CORESTAFF INC. LETTERHEAD]
MARGARET G. REED
Associate General Counsel
February 12, 1998
CORESTAFF, Inc.
4400 Post Oak Parkway, Suite 1130
Houston, TX 77027
Ladies and Gentlemen:
I have acted as counsel to CORESTAFF, Inc., a Delaware corporation
(the "Company"), in connection with the filing of a Registration Statement on
Form S-8 (the "Registration Statement") relating to a proposed issuance of
common stock, par value $.01 per share ("Common Stock"), of the Company having
an aggregate market value of $600,000 (the "Shares") which may be issued
pursuant to the Metamor Technologies Ltd. Restricted Stock Plan (the "Plan").
In this connection, I have examined the Plan and the Company's
Certificate of Incorporation, as amended. In addition, I have examined
original or photostatic, certified or conformed copies of all such agreements,
documents, instruments, corporate records, certificates of public officials,
public records and certificates of officers of the Company as I have deemed
necessary or appropriate in the circumstances.
Based upon the foregoing, I am of the opinion that the Shares to be
issued pursuant to the Plan have been validly authorized for issuance and, when
(a) the Registration Statement has become effective under the Securities Act of
1933, as amended (the "Securities Act"), (b) the pertinent provisions of any
state securities laws, as may be applicable, have been complied with and (c)
the Shares are issued in accordance with the terms of the Plan, the Shares so
issued will be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. This opinion may only be relied upon by the addressee
hereof. This opinion is as of the date hereof and I undertake no obligation to
advise you of any changes in, or new developments which might affect, the
matters and opinions contained herein after the date hereof.
Sincerely,
Margaret G. Reed
Associate General Counsel
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Metamor Technologies, Ltd. Restricted Stock Plan
of our report dated February 5, 1997, with respect to the consolidated
financial statements of CORESTAFF, Inc. included in its Annual Report (Form
10-K) for the year ended December 31, 1996, filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
Houston, Texas
February 13, 1998
