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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 28, 1996
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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DATA PROCESSING RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
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California 95-3931443
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4400 MacArthur Boulevard, Suite 610
Newport Beach, California 92660
(714) 553-1102
(Address of Principal Executive Offices)
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DATA PROCESSING RESOURCES CORPORATION 1994 STOCK OPTION PLAN,
AS AMENDED
(Full title of the plan)
----------------------
Michael A. Piraino
Chief Financial Officer
Data Processing Resources Corporation
4400 MacArthur Boulevard, Suite 610
Newport Beach, California 92660
(714) 553-1102
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPIES TO:
James W. Loss, Esq.
Elaine R. Levin, Esq.
Riordan & McKinzie
695 Town Center Drive, Suite 1500
Costa Mesa, California 92626
(714) 433-2900
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED PROPOSED
TITLE OF EACH CLASS OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock 689,000 $25.00 $17,225,000 $5,940
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457, based on the average of the high and low sales prices of
the Company's Common Stock, as reported on the Nasdaq National Market on June
21, 1996.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by Data Processing
Resources Corporation (the "Company") with the Securities and Exchange
Commission (the "Commission") are incorporated by reference into this
Registration Statement:
(1) The Prospectus of the Company dated March 5, 1996, as filed with
the Commission on March 7, 1996 pursuant to Rule 424(b) under the Securities Act
of 1933, as amended (File No. 333-00098).
(2) The description of the Company's Common Stock, contained on page 43
of the Prospectus which forms a part of the Company's Amendment No. 3 to
Registration Statement on Form S-1, as filed with the Commission on March 5,
1996 (File No. 333-00098), under the caption "Description of Capital Stock."
(3) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended April 30, 1996.
(4) All documents subsequently filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act of 1934, as
amended, and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part thereof 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, modified or superseded 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.
The validity of the shares of Common Stock offered hereby has been
passed upon for the Company by Riordan & McKinzie, a Professional Law
Corporation ("Riordan & McKinzie"). Certain attorneys of Riordan & McKinzie are
limited partners in RLH DPRC Partners, L.P., a partnership managed by Riordan,
Lewis & Haden, which holds 1,658,000 shares of the Company's common stock. Also,
certain attorneys of Riordan & McKinzie beneficially own additional shares of
the Company's common stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The California Corporations Code provides for the indemnification of
directors, officers, employees and agents of the Corporation under certain
circumstances set forth in Section 317 thereof. Section 317 permits a
corporation to indemnify its agents, typically directors and officers, for
expenses incurred or settlements or judgments paid in connection with certain
legal proceedings. Only those legal proceedings arising out of such persons'
actions as agents of the corporation may be grounds for indemnification.
Whether or not indemnification may be paid in a particular case depends
upon whether the agent wins, loses or settles the suit and upon whether a third
party or the corporation itself is the plaintiff. Section 317 provides for
mandatory indemnification, no matter who the plaintiff is, when an agent is
successful on the merits of a suit. In all other cases, indemnification is
permissive.
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If the agent loses or settles a suit brought by a third party, he or
she may be indemnified for expenses incurred and settlements or judgments paid.
Such indemnification may be authorized upon finding that the agent acted in good
faith and in a manner he or she reasonably believed to be in the best interests
of the corporation.
If the agent loses or settles a suit brought by or on behalf of the
corporation, his or her rights to indemnification are more limited. If he or she
is adjudged to be liable to the corporation, the court in which such proceeding
was held must determine whether it would be fair and reasonable to indemnify him
or her for expenses which such court shall determine. If the agent settles such
a suit with court approval, he or she may be indemnified for expenses incurred
upon a finding that the agent acted in good faith and in a manner he or she
reasonably believed to be in the best interests of the corporation and, in
addition, that he or she acted with the care, including reasonable inquiry, of
an ordinarily prudent person.
The indemnification discussed above may be authorized by a majority
vote of the disinterested directors or shareholders (the person to be
indemnified is excluded from voting his or her shares) or the court in which the
proceeding was brought. The Company's Board of Directors makes all decisions
regarding the indemnification of its officers and directors on a case-by-case
basis.
Any provision in the Company's Articles of Incorporation or Bylaws or
contained in a shareholder or director resolution that indemnifies its officers
or directors must be consistent with Section 317. Moreover, such a provision may
prohibit permissive, but not mandatory, indemnification as described above.
Lastly, a corporation has the power to purchase indemnity insurance for its
agents even if it would not have the power to indemnify them.
The Company's Articles of Incorporation authorize the Board of
Directors to provide indemnification of its agents through bylaw provisions or
indemnification agreements, or both, in excess of the indemnification otherwise
permitted by Section 317, subject to the limits on such excess indemnification
set forth in Section 204 of the California Corporations Code. The Company's
Bylaws require the Company to indemnify each of its directors and officers to
the maximum extent permitted by the California Corporations Code, against
expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with any proceeding arising by reason of the
fact that any such person is or was a director or officer of the Company. The
Company is also required to advance to such director or officer expenses
incurred in defending any such proceeding, to the maximum extent permitted by
such law. The Company's Bylaws also provide that the Board of Directors, in its
discretion, may provide for indemnification of or advance of expenses to other
agents of the Company.
The Company has also entered into agreements with each of its directors
and officers pursuant to which the Company has agreed to indemnify such director
or officer from claims, liabilities, damages, expenses, losses, costs, penalties
or amounts paid in settlement incurred by such director or officer in or arising
out of his or her capacity as a director, officer, employee and/or agent of the
Company or any other corporation of which he or she is a director or officer at
the request of the Company to the maximum extent permitted by applicable law. In
addition, such director or officer is entitled to an advance of expenses to the
maximum extent authorized or permitted by law.
The Company carries directors' and officers' liability insurance
covering its directors and officers.
ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
5.1 Opinion of Riordan & McKinzie, a Professional Corporation.
23.1 Consent of Riordan & McKinzie, a Professional Corporation - included in
Exhibit 5.1.
23.2 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (included on page II-4).
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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 the 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 the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided however, that paragraphs (i) and (ii) above 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 the
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.
(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 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 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,
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 Newport Beach, State of California, on June 25,
1996.
DATA PROCESSING RESOURCES CORPORATION
By: /s/ Michael A. Piraino
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Michael A. Piraino
Chief Financial Officer
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David M. Connell and Michael A. Piraino
and each of them, his or her true and lawful attorneys-in-fact and agents with
full power of substitution and resubstitution, for each person and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
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>
Chairman of the Board, Chief
Executive Officer, and Director
/s/ Mary Ellen Weaver (Principal Executive Officer) June 25, 1996
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Mary Ellen Weaver
President, Chief Operating Officer and
/s/ David M. Connell Director June 25, 1996
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David M. Connell
Senior Vice President, Finance
and Chief Financial Officer
/s/ Michael A. Piraino (Principal Financial Officer) June 25, 1996
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Michael A. Piraino
Controller (Principal Accounting
/s/ Paulette J. Suiter Officer) June 25, 1996
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Paulette J. Suiter
/s/ J. Christopher Lewis Director June 25, 1996
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J. Christopher Lewis
/s/ Li-San Hwang Director June 25, 1996
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Li-San Hwang
/s/ JoAnn Wagner Director June 25, 1996
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JoAnn Wagner
</TABLE>
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INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit Description
5.1 Opinion of Riordan & McKinzie, a Professional Corporation
23.1 Consent of Riordan & McKinzie, a Professional Corporation -
included in Exhibit 5.1
23.2 Consent of Deloitte & Touche LLP
24.1 Power of Attorney (included on page II-4)
<PAGE> 1
EXHIBIT 5.1
RIORDAN & McKINZIE
A PROFESSIONAL LAW CORPORATION
695 TOWN CENTER DRIVE, SUITE 1500
COSTA MESA, CALIFORNIA 92626
June 28, 1996
4-157-006
Data Processing Resources Corporation
4400 MacArthur Boulevard, Suite 610
Newport Beach, California 92660
Ladies and Gentlemen:
You have requested our opinion with respect to the 689,000 shares of
common stock (the "Stock Option Shares") of Data Processing Resources
Corporation, a California corporation (the "Company"), remaining to be issued
upon the exercise of stock options granted, or to be granted, under the 1994
Stock Option Plan, As Amended (the "Stock Option Plan").
The Stock Option Shares are the subject of a Registration Statement on
Form S-8 (the "Registration Statement"), to which this opinion is attached as an
exhibit, to be filed with the Securities and Exchange Commission ("Commission")
under the Securities Act of 1933, as amended.
We have examined (i) the Company's Articles of Incorporation, as
amended and restated and currently in effect, (ii) the Company's Bylaws, as
amended to date, (iii) the Stock Option Plan, (iv) the Registration Statement
and (v) the originals or copies, certified to our satisfaction, of such records,
documents, certificates, memoranda and other instruments as in our judgment are
necessary or appropriate to enable us to render the opinion expressed below. We
have also examined the records of corporate proceedings taken in connection with
the adoption of the Stock Option Plan.
Based upon the foregoing examinations and subject to compliance with
the applicable state securities and "blue sky" laws, we are of the opinion that
the Stock Option Shares, when offered, sold and paid for pursuant to the
exercise of stock options granted pursuant to the Stock Option Plan, will be
duly authorized, validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ RIORDAN & McKINZIE
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our reports dated November 6, 1995 (January 8, 1996 as to the
effects of the stock split described in Note 1), appearing in the Registration
Statement of Data Processing Resources Corporation on Form S-1 declared
effective March 5, 1996.
DELOITTE & TOUCHE LLP
Costa Mesa, California
June 27, 1996
