<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 30, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
1994 STOCK OPTION PLAN, AS AMENDED
(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)
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COPIES TO:
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 750,000 $23.69 $17,767,500 5,242
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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
January 27, 1998.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to General Instruction E to Form S-8 regarding the
registration of additional securities, the contents of the Data Processing
Resources Corporation Registration Statement on Form S-8 filed with the
Securities and Exchange Commission ("SEC") on June 28, 1996 (File No.
333-07145), and of the Data Processing Resources Corporation Registration
Statement on Form S-8 filed with the SEC on January 29, 1997 (File No.
333-20627), with respect to Data Processing Resources Corporation 1994 Stock
Option Plan, As Amended, are incorporated by reference into this Registration
Statement. No additional information is required in this Registration Statement
that is not in the earlier Registration Statements filed on June 28, 1996 and on
January 29, 1997, or incorporated by reference into such Registration
Statements.
II-1
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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 28,
1998.
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
--------- ----- ----
<S> <C> <C>
/s/ Mary Ellen Weaver Chairman of the Board, Chief January 28, 1998
- --------------------------------- Executive Officer, and Director
Mary Ellen Weaver (Principal Executive Officer)
/s/ David M. Connell President, Chief Operating Officer January 28, 1998
- --------------------------------- and Director
David M. Connell
/s/ Michael A. Piraino Senior Vice President, Finance January 28, 1998
- --------------------------------- and Chief Financial Officer
Michael A. Piraino (Principal Financial Officer and
Principal Accounting Officer)
/s/ J. Christopher Lewis Director January 28, 1998
- ---------------------------------
J. Christopher Lewis
/s/ Patrick C. Haden Director January 28, 1998
- ---------------------------------
Patrick C. Haden
/s/ Christopher W. Lancashire Director January 28, 1998
- ---------------------------------
Christopher W. Lancashire
</TABLE>
II-2
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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-2)
<PAGE> 1
EXHIBIT 5.1
RIORDAN & McKINZIE
A PROFESSIONAL LAW CORPORATION
695 TOWN CENTER DRIVE, SUITE 1500
COSTA MESA, CALIFORNIA 92626
January 30, 1998
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 additional 750,000
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 and amendment 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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Riordan & McKinzie
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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, 1997 (September 25, 1997 as to Note 5), appearing in the Annual Report on
Form 10-K of Data Processing Resources Corporation for the year ended July 31,
1997.
/s/ DELOITTE & TOUCHE LLP
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Deloitte & Touche LLP
Costa Mesa, California
January 27, 1998
