<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 22, 1998
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
DATA PROCESSING RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
---------------
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
(949) 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
Executive Vice President
Data Processing Resources Corporation
4400 MacArthur Boulevard, Suite 600
Newport Beach, California 92660
(949) 553-1102
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------
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
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 1,000,000 $24.44 $24,440,000 $6,795
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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 December 18, 1998.
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<PAGE>
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 Statements on Form S-8 filed with the Securities and Exchange
Commission on June 28, 1996 (File No. 333-07145), and 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
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 December 21,
1998.
DATA PROCESSING RESOURCES CORPORATION
By: /s/ Michael A. Piraino
------------------------
Michael A. Piraino
Executive Vice President
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David M. Connell, Michael A. Piraino and
James A. Adams 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 December 21, 1998
- ----------------------------- Executive Officer, and Director
Mary Ellen Weaver (Principal Executive Officer)
/s/ David M. Connell President, Chief Operating Officer December 21, 1998
- ----------------------------- and Director
David M. Connell
/s/ Michael A. Piraino Executive Vice President, Finance December 21, 1998
- ----------------------------- and Principal Financial Officer
Michael A. Piraino
/s/ James A. Adams Chief Financial Officer and Principal December 21, 1998
- ----------------------------- Accounting Officer
James A. Adams
/s/ J. Christopher Lewis Director December 21, 1998
- -----------------------------
J. Christopher Lewis
/s/ Patrick C. Haden Director December 21, 1998
- ----------------------------
Patrick C. Haden
/s/ Christopher Lancashire Director December 21, 1998
- -----------------------------
Christopher Lancashire
</TABLE>
II-2
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Numbered
Exhibit Description
- ------------- -----------
<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-2)
</TABLE>
<PAGE>
EXHIBIT 5.1
RIORDAN & McKINZIE
A PROFESSIONAL LAW CORPORATION
695 TOWN CENTER DRIVE, SUITE 1500
COSTA MESA, CALIFORNIA 92626
December 22, 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 1,000,000
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
<PAGE>
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
25, 1998 (October 20, 1998, as to Note 4, paragraph 11), appearing in the Annual
Report on Form 10-K/A (Amendment No. 1) of Data Processing Resources Corporation
for year ended July 31, 1998.
/s/ Deloitte & Touche LLP
Costa Mesa, California
December 22, 1998
