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As filed with the Securities and Exchange Commission on July 2, 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
RETIREMENT SAVINGS PLAN
(Full title of the plan)
------------------------
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)
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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>
==============================================================================================================
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 $23.19 $5,797,500 $1,757
==============================================================================================================
</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
30, 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 Quarterly Report on Form 10-Q for the fiscal quarter
ended January 31, 1997.
(4) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended April 30, 1997.
(5) The Company's definitive proxy statement, as filed with the
Commission on November 20, 1996.
(6) The Company's Current Report on Form 8-K dated October 26, 1996, as
filed with the Commission on December 11, 1996 (File No. 0-27612).
(7) 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).
(8) The Company's Current Report on Form 8-K dated April 30, 1997, as
filed with the Commission on May 16, 1997 (File No. 0-27612)
(9) 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.
(10) 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.
Riordan & McKinzie, a Professional Law Corporation ("Riordan &
McKinzie") has previously passed upon the validity of the shares of Common Stock
offered hereby. Certain attorneys of Riordan & McKinzie beneficially own 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
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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.
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.
(a) Exhibits
23.1 Consent of Riordan & McKinzie, a Professional Corporation.
23.2 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (included on page II-5).
(b) The undersigned registrant hereby undertakes that the registrant
will submit its Retirement Savings Plan and any amendment thereto, to the
Internal Revenue Service ("IRS") in a timely manner and that it will make all
changes required by the IRS in order to qualify the Retirement Savings Plan.
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)
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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 30, 1997.
DATA PROCESSING RESOURCES CORPORATION
By: /s/ Michael A. Piraino
--------------------------------
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
--------- ----- ----
<S> <C> <C>
/s/ Mary Ellen Weaver Chairman of the Board, Chief June 30, 1997
- ----------------------------------------- Executive Officer, and Director
Mary Ellen Weaver (Principal Executive Officer)
/s/ David M. Connell President, Chief Operating Officer June 30, 1997
- ----------------------------------------- and Director
David M. Connell
/s/ Michael A. Piraino Senior Vice President, Finance June 30, 1997
- ----------------------------------------- and Chief Financial Officer
Michael A. Piraino (Principal Financial Officer and
Principal Accounting Officer)
/s/ J. Christopher Lewis Director June 30, 1997
- -----------------------------------------
J. Christopher Lewis
/s/ Li-San Hwang Director June 30, 1997
- -----------------------------------------
Li-San Hwang
/s/ JoAnn Wagner Director June 30, 1997
- -----------------------------------------
JoAnn Wagner
/s/ Christopher W. Lancashire Director June 30, 1997
- -----------------------------------------
Christopher W. Lancashire
/s/ Patrick C. Haden Director June 30, 1997
- -----------------------------------------
Patrick C. Haden
</TABLE>
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Index To Exhibits
Sequentially
Numbered
<TABLE>
<CAPTION>
Exhibit Description
- ------- -----------
<S> <C>
23.1 Consent of Riordan & McKinzie, a Professional Corporation
23.2 Consent of Deloitte & Touche LLP
24.1 Power of Attorney (included on page II-5)
</TABLE>
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EXHIBIT 23.1
CONSENT OF RIORDAN & MCKINZIE
We hereby consent to the reference to this firm under Item 5 -- "Interests
of Named Experts and Counsel" in this Registration Statement on Form S-8 of Data
Processing Resources Corporation filed in connection with Data Processing
Resources Corporation's Retirement Savings Plan.
Riordan & McKinzie,
A Professional Law Corporation
Orange County, California
July 1, 1997
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Data Processing Resources Corporation on Form S-8 of our report
dated September 19, 1996 (October 25, 1996 as to Note 12), appearing in the
Annual Report on Form 10-K of Data Processing Resources Corporation for the
year ended July 31, 1996.
DELOITTE & TOUCHE LLP
Costa Mesa, California
July 1, 1997
