<PAGE> 1
As filed with the Securities and Exchange Commission on January 29, 1997
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 600
Newport Beach, California 92660
(714) 553-1102
(Address of Principal Executive Offices)
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DATA PROCESSING RESOURCES CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
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Michael A. Piraino
Chief Financial Officer
Data Processing Resources Corporation
4400 MacArthur Boulevard, Suite 600
Newport Beach, California 92660
(714) 553-1102
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------------
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>
==========================================================================================================
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
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 250,000 $20.00 $5,000,000 $1,515
==========================================================================================================
</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
January 27, 1997.
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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 Company's Annual Report on Form 10-K for the fiscal year
ended July 31, 1996.
(2) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended October 31, 1996.
(3) The Company's definitive proxy statement, as filed with the
Commission on November 20, 1996.
(4) The Company's Current Report on Form 8-K dated November 26,
1996, as filed with the Commission on December 11, 1996 (File No. 0-27612).
(5) The Company's Current Report on Form 8-K dated January 6,
1997, as filed with the Commission on January 21, 1997 (File No. 0- 27612).
(6) The description of the Company's Common Stock contained in the
Registration Statement on Form 8-A/A, as filed with the Commission on March 1,
1996.
(7) 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.
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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.
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.
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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).
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, were 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 January
27, 1997.
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) January 27, 1997
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Mary Ellen Weaver
President, Chief Operating Officer and
/s/ David M. Connell Director January 27, 1997
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David M. Connell
Senior Vice President, Finance
and Chief Financial Officer
(Principal Financial Officer and
/s/ Michael A. Piraino Principal Accounting Officer) January 27, 1997
- ----------------------------
Michael A. Piraino
/s/ J. Christopher Lewis Director January 27, 1997
- ----------------------------
J. Christopher Lewis
/s/ Li-San Hwang Director January 27, 1997
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Li-San Hwang
/s/ JoAnn Wagner Director January 27, 1997
- ----------------------------
JoAnn Wagner
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Numbered
Exhibit Description
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<S> <C>
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)
</TABLE>
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EXHIBIT 5.1
RIORDAN & MCKINZIE
A PROFESSIONAL LAW CORPORATION
695 TOWN CENTER DRIVE, SUITE 1500
COSTA MESA, CALIFORNIA 92626
January 29, 1997
4-157-006
Data Processing Resources Corporation
4400 MacArthur Boulevard, Suite 600
Newport Beach, California 92660
Ladies and Gentlemen:
You have requested our opinion with respect to the 250,000 shares of
common stock of Data Processing Resources Corporation, a California corporation
(the "Company"), available for purchase under the Company's Employee Stock
Purchase Plan (the "Purchase Plan Shares").
The Purchase Plan 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 Employee Stock Purchase 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 Employee Stock Purchase 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 Purchase Plan Shares when offered, sold and paid for pursuant to the
Employee Stock Purchase 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 to this Registration
Statement on Form S-8 of our report dated September 19, 1996 (October 25, 1996
as to Note 12), appearing in the Form 10-K of Data Processing Resources
Corporation for year ended July 31, 1996.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Costa Mesa, California
January 29, 1997
