<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 22, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-1
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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<S> <C> <C>
CALIFORNIA 7379 95-3931443
(STTE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
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4400 MACARTHUR BOULEVARD, SUITE 600
NEWPORT BEACH, CALIFORNIA 92660
(714) 553-1102
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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:
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<S> <C>
JAMES W. LOSS, ESQ. MARY ELLEN KANOFF, ESQ.
RIORDAN & MCKINZIE LATHAM & WATKINS
695 TOWN CENTER DRIVE, SUITE 1500 633 W. FIFTH STREET, SUITE 4000
COSTA MESA, CALIFORNIA 92626 LOS ANGELES, CALIFORNIA 90071
(714) 433-2626 (213) 485-1234
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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 any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, 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] 333-18719
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, 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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PROPOSED PROPOSED
TITLE OF EACH CLASS OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED(1) PER SHARE(1) OFFERING PRICE FEE
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Common Stock........... 115,000 shares $17.50 $2,012,500 $610
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(1) Represents additional shares being registered pursuant to General
Instruction V to Form S-1 at the proposed Price to Public.
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Exhibit Index is on page 4.
<PAGE>
Incorporation By Reference of Registration Statement on Form S-1, File No.
333-18719.
Data Processing Resources Corporation (the "Company") hereby incorporates by
reference into this Registration Statement on Form S-1 in its entirety the
Registration Statement on Form S-1 (File No. 333-18719) declared effective on
January 21, 1997 by the Securities and Exchange Commission (the "Commission"),
including each of the documents filed by the Company with the Commission and
incorporated or deemed to be incorporated therein.
2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 the 21st day of January 1997.
DATA PROCESSING RESOURCES CORPORATION
By: /s/ David M. Connell
------------------------------------
David M. Connell
President and Chief Operating
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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* Chairman of the Board, Chief January 21, 1997
____________________________________ Executive Officer and
Mary Ellen Weaver Director (Principal
Executive Officer)
/s/ David M. Connell President, Chief Operating January 21, 1997
____________________________________ Officer and Director
David M. Connell
* Senior Vice President and January 21, 1997
____________________________________ Chief Financial Officer
Michael A. Piraino (Principal Financial Officer
and Principal Accounting
Officer)
* Director January 21, 1997
____________________________________
J. Christopher Lewis
* Director January 21, 1997
____________________________________
Li-San Hwang
* Director January 21, 1997
____________________________________
JoAnn Wagner
*By: /s/ David M. Connell January 21, 1997
----------------------------
David M. Connell
Attorney-in-Fact
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3
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EXHIBIT INDEX
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SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------- ----------- ------------
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5.1 Opinion of Riordan & McKinzie
23.1 Consent of Riordan & McKinzie (included as part of
Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Arthur Andersen LLP
23.4 Consent of Deloitte & Touche LLP
24.1 Powers of Attorney (previously filed as Exhibit 24.1 to
Registration Statement on Form S-1 (Reg. No. 333-18719)
filed by the Registrant on December 24, 1996 which is
incorporated by reference into this Registration
Statement in its entirety)
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4
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EXHIBIT 5.1
[LETTERHEAD OF RIORDAN & MCKINZIE]
January 21, 1997
4-157-013
Data Processing Resources Corporation
4400 MacArthur Boulevard, Suite 600
Newport Beach, California 92660
Ladies and Gentlemen:
We have acted as counsel to Data Processing Resources Corporation, a
California corporation (the "Company"), in connection with the registration
under the Securities Act of 1933, as amended (the "1933 Act"), of the sale in an
underwritten public offering of up to 2,395,000 authorized but unissued shares
of the Common Stock (the "Common Stock") (which includes 295,000 shares of the
Common Stock issuable upon exercise of the underwriters' over-allotment option),
of the Company (the "Company Shares"), and up to 250,000 shares of the Common
Stock issued to a certain selling shareholder (which includes 50,000 shares of
the Common Stock to be sold by such selling shareholder upon the exercise of the
underwriters' over-allotment option) (the "Outstanding Shares"). This opinion is
delivered to you in accordance with the requirements of Item 601(b)(5) of
Regulation S-K under the 1933 Act in connection with the Registration Statement
on Form S-1 (the "Registration Statement") for the aforementioned sale, filed
with the Securities and Exchange Commission (the "Commission") under the 1933
Act (Registration No. 333-18719) on December 24, 1996.
In rendering the opinion set forth herein, we have made such
investigations of fact and law, and examined such documents and instruments, or
copies thereof established to our satisfaction to be true and correct copies
thereof, as we have deemed necessary under the circumstances.
Based upon the foregoing and such other examination of law and fact as
we have deemed necessary, and in reliance thereon, we are of the opinion that,
subject to such proceedings as are now contemplated being duly taken and
completed by you prior to the issuance of the Company Shares,
<PAGE>
[LETTERHEAD OF RIORDAN & MCKINZIE]
Data Processing Resources Corporation
January 21, 1997
Page 2
and the compliance with applicable state securities and "blue sky" laws, (i) the
Company Shares have been duly authorized and will, upon sale and delivery
thereof and receipt by the Company of full payment therefor as set forth in the
Underwriting Agreement filed as Exhibit 1 to the Registration Statement, be
validly issued, fully paid and nonassessable, and (ii) the Outstanding Shares
are duly authorized, validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the Prospectus which is a part of the Registration Statement.
In giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the 1933 Act or the rules
and regulations of the Commission thereunder.
Very truly yours,
/s/ RIORDAN & MCKINZIE
19689.1
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
of Data Processing Resources Corporation on Form S-1 filed pursuant to Rule
462(b) of the Securities Act of 1933 of our report dated September 19, 1996
(October 25, 1996 as to Note 12) appearing in the Prospectus which is included
in the Registration Statement on Form S-1, as amended of Data Processing
Resources Corporation (No. 333-18719) declared effective on January 21, 1997 by
the Securities and Exchange Commission and to the reference to us under the
heading "Experts" in the Prospectus.
DELOITTE & TOUCHE LLP
Costa Mesa, California
January 21, 1997
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of Data Processing Resources
Corporation on Form S-1 filed pursuant to Rule 462(b) of the Securities Act of
1933 of our reports dated February 1, 1996 and May 16, 1994, appearing in the
Prospectus which is included in the Registration Statement on Form S-1, as
amended, of Data Processing Resources Corporation (No. 333-18719) declared
effective on January 21, 1997 by the Securities and Exchange Commission and to
all references to our firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Omaha, Nebraska
January 21, 1997
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
of Data Processing Resources Corporation on Form S-1 filed pursuant to Rule
462(b) of the Securities Act of 1933 of our report dated March 11, 1996 on the
financial statements of Leardata Info-Services, Inc. appearing in the
Prospectus which is included in the Registration Statement on Form S-1, as
amended of Data Processing Resources Corporation (No. 333-18719) declared
effective on January 21, 1997 by the Securities and Exchange Commission and to
the reference to us under the heading "Experts" in the Prospectus.
DELOITTE & TOUCHE LLP
Dallas, Texas
January 21, 1997
