<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 4, 1997
REGISTRATION NO.: 333-28365
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
AMENDMENT NO. 4
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
HALL, KINION & ASSOCIATES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 7370 77-0337705
(STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
JURISDICTION OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)
19925 STEVENS CREEK BOULEVARD
CUPERTINO, CALIFORNIA 95014
(408) 863-5600
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------
BRENDA C. HALL
CHIEF EXECUTIVE OFFICER
HALL, KINION & ASSOCIATES, INC.
19925 STEVENS CREEK BOULEVARD
CUPERTINO, CALIFORNIA 95014
(408) 863-5600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
---------------
COPIES TO:
<TABLE>
<S> <C>
SCOTT C. DETTMER DAVID J. SEGRE
MARGARET E. NIBBI ROBERT G. O'CONNOR
ROBERT G. SPECKER MICHELLE L. WHIPKEY
CHRISTINE M. NAKATA WILSON SONSINI GOODRICH & ROSATI
GUNDERSON DETTMER STOUGH PROFESSIONAL CORPORATION
VILLENEUVE FRANKLIN & HACHIGIAN, LLP 650 PAGE MILL ROAD
155 CONSTITUTION DRIVE PALO ALTO, CALIFORNIA 94304
MENLO PARK, CALIFORNIA 94025 (415) 493-9300
(415) 321-2400
</TABLE>
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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, as amended, 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. [_]
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. [_]
---------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SUCH SECTION 8(a), MAY DETERMINE.
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the Company in connection
with the sale of Common Stock being registered. All amounts are estimates
except the SEC registration fee and the NASD filing fees.
<TABLE>
<S> <C>
SEC Registration fee............................................... $ 11,394
NASD fee........................................................... 5,260
Nasdaq National Market listing fee................................. 1,000
Printing and engraving expenses.................................... 155,000
Legal fees and expenses............................................ 350,000
Accounting fees and expenses....................................... 290,000
Blue sky fees and expenses......................................... 15,000
Transfer agent fees................................................ 10,000
Miscellaneous fees and expenses.................................... 62,346
--------
Total............................................................ $900,000
========
</TABLE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law authorizes a court to
award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act"). Article VII, Section 6, of the Registrant's
Bylaws provides for mandatory indemnification of its directors and officers
and permissible indemnification of employees and other agents to the maximum
extent permitted by the Delaware General Corporation Law. The Registrant's
Certificate of Incorporation provides that, pursuant to Delaware law, its
directors shall not be liable for monetary damages for breach of the
directors' fiduciary duty as directors to the Company and its stockholders.
This provision in the Certificate of Incorporation does not eliminate the
directors' fiduciary duty, and in appropriate circumstances equitable remedies
such as injunctive or other forms of non-monetary relief will remain available
under Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Company for acts
or omissions not in good faith or involving intentional misconduct, for
knowing violations of law, for actions leading to improper personal benefit to
the director, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws. The Registrant intends
to enter into Indemnification Agreements with its officers and directors, a
form of which is attached as Exhibit 10.1 hereto and incorporated herein by
reference. The Indemnification Agreements provide the Registrant's officers
and directors with further indemnification to the maximum extent permitted by
the Delaware General Corporation Law. Reference is made to Section 8 of the
Underwriting Agreement contained in Exhibit 1.1 hereto, indemnifying officers
and directors of the Registrant against certain liabilities.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
The following is a summary of transactions by the Registrant during the last
three years preceding the date hereof involving sales of the Registrant's
securities that were not registered under the Securities Act.
1. On January 30, 1996, the Registrant issued and sold 1,600,000 shares
of its Series A Preferred Stock to a group of three investors for aggregate
cash consideration of $10,000,000.00.
II-1
<PAGE>
2. On January 30, 1996, the Registrant issued and sold warrants to
purchase an aggregate of 250,000 shares of its Common Stock at an exercise
price of $0.01 per share to the same group of three investors referenced in
1 above. No cash consideration was paid for these warrants.
3. On January 30, 1996, the Registrant issued and sold warrants to
purchase an aggregate of 242,215 shares of its Common Stock at an exercise
price of $0.01 per share to the same group of three investors referenced in
1 and 2 above. The consideration paid for these warrants was $30.00.
4. On December 2, 1996, in connection with the TeamAlliance Acquisition,
the Registrant issued 52,000 shares of its Common Stock to TeamAlliance
Technology Partners, L.P. and Subsidiaries as part of the consideration
paid by the Registrant for certain assets purchased.
5. On June 6, 1997, the Registrant issued an aggregate of 15,000 shares
of its Common Stock to Richard E. Swanson and Camerlengo & Johnson pursuant
to the terms of a settlement agreement.
6. The Registrant has issued and sold 51,088 shares (assuming no exercise
of stock options after June 30, 1997) of its Common Stock to employees
pursuant to exercises of options under its 1996 Stock Option Plan.
7. As of June 30, 1997 the Registrant has granted options to purchase an
aggregate of 1,464,186 shares of Common Stock to employees of the Company
under its 1996 Stock Option Plan and 974,000 shares of Common Stock to an
employee and director of the Company outside of 1996 Stock Option Plan.
The issuances described in Items 15(1)-(5) were deemed exempt from
registration under the Securities Act in reliance on Section 4(2) of such Act
as transactions by an issuer not involving any public offering. In addition,
the recipients of securities in each such transaction represented their
intentions to acquire the securities for investment only and not with a view
to or for sale in connection with any distribution thereof and appropriate
legends were affixed to the share certificates issued in such transactions.
All recipients had adequate access, through their relationships with the
Registrant, to information about the Registrant. The issuances described in
Items 15(6)-(7) were deemed exempt from registration under the Securities Act
in reliance upon 701 promulgated under the Securities Act or Section 4(2) of
the Securities Act.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
+1.1 Form of Underwriting Agreement.
+2.1 Agreement and Plan of Merger dated July 9, 1997, for the merger of
Hall, Kinion & Associates, Inc., a California corporation into Hall,
Kinion & Associates, Inc., a Delaware corporation (the "Registrant").
+2.2 Asset Purchase Agreement dated November 26, 1996, among the Registrant
and the other parties named therein.
+3.1 Certificate of Incorporation of the Registrant.
+3.2 Amended and Restated Certificate of Incorporation of the Registrant.
+3.3 Bylaws of the Registrant.
+3.4 Form of Amended and Restated Certificate of Incorporation to be filed
upon the closing of the Offering made pursuant to this Registration
Statement.
+4.1 Reference is made to Exhibits 3.1, 3.2, 3.3 and 3.4.
+4.2 Investors' Rights Agreement, dated January 26, 1996, among the
Registrant, certain stockholders and investors named therein.
+4.3 Right of First Refusal and Co-Sale Agreement, dated January 30, 1996,
among the Registrant, certain stockholders and investors named
therein.
+4.4 Specimen Common Stock certificate.
+5.1 Opinion of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
LLP.
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
+9.1 Dean Call Voting Trust Agreement, dated January 15, 1996, among Brenda
Hall, Virgil Hall and the stockholders of the Registrant named
therein.
+9.2 Kinion Voting Trust Agreement, dated January 17, 1996, among Todd
Kinion and the stockholders of the Registrant named therein.
+9.3 Amended and Restated Voting Trust Agreement, dated October 29, 1996,
among the Registrant, Brenda C. Hall and Todd J. Kinion.
+10.1 Form of Indemnification Agreement to be entered into between the
Registrant and its directors and certain officers.
+10.2 The Registrant's 1997 Stock Option Plan.
+10.3 The Registrant's Employee Stock Purchase Plan.
+10.4 Pledge Agreement, dated January 30, 1996, among the Registrant, Brenda
Hall and the investors named therein.
+10.5 Pledge Agreement, dated January 30, 1996, among the Registrant, Todd
Kinion and the investors named therein.
+10.6 Secured Promissory Note, dated January 30, 1996, made by Brenda Hall
in favor of the Registrant.
+10.7 Secured Promissory Note, dated January 30, 1996, made by Todd Kinion
in favor of the Registrant.
+10.8 Escrow Agreement, dated January 30, 1996, among the Registrant, Brenda
Hall and the other parties named therein.
+10.9 Escrow Agreement, dated January 30, 1996, among the Registrant, Todd
Kinion and the other parties named therein.
+10.10 Series A Preferred Stock and Warrant Purchase Agreement, dated January
30, 1996, among the Registrant, certain stockholders and investors
named therein.
+10.11 Employment Agreement, dated October 18, 1996, among the Registrant,
Paul Bartlett and
Brenda C. Hall.
+10.12 Stock Option Agreement, dated October 18, 1996, between the Registrant
and Paul Bartlett.
+10.13 Settlement Agreement and General Release, dated October 29, 1996 among
the Registrant, Brenda Hall, as Voting Trustee of the Voting Trust,
and Todd Kinion.
+10.14 Employment Agreement, dated December 2, 1996, between the Registrant
and Mordecai Levine.
+10.15 Employment Agreement, dated December 2, 1996, between the Registrant
and Richard Harmon.
+10.16 Consulting and Settlement Agreement, dated February 28, 1997, between
the Registrant and Keith Corbin.
+10.17 Loan & Security Agreement (Accounts and Inventory), dated April 26,
1995, between the Registrant and Comerica Bank-California (the "Loan &
Security Agreement"); Addendum to Loan & Security Agreement; Second
Addendum to Loan & Security Agreement; Modification to Loan & Security
Agreement, dated December 20, 1995; Second Modification to Loan &
Security Agreement, dated October 21, 1996; Borrower's Authorization
dated October 16, 1996; Borrowers Authorization dated October 21,
1996; and Guaranty, dated April 26, 1995.
+10.18 Assumption and Assignment of Sublease, dated December 2, 1996, between
the Registrant and TeamAlliance Technology Partners, L.P.
+10.19 Standard Sublease, dated March 1, 1997, between the Registrant and
Seagate Technology, Inc.
+10.20 Employment Agreement, dated May 23, 1997, between the Registrant and
Brenda C. Hall.
+10.21 Agreement to Tender Shares dated May 23, 1997, between the Registrant
and Brenda C. Hall.
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
+10.22 Agreement to Tender Shares, dated May 23, 1997, between the Registrant
and Todd J. Kinion.
+10.23 Promissory Note Secured by Deed of Trust, dated August 5, 1996, made
by Rita S. Hazell and Quentin D. Hazell in favor of the Registrant.
+10.24 Settlement Agreement with Mutual Release, dated May, 1997, between
Richard E. Swanson and the Registrant, Brenda C. Hall and Todd J.
Kinion.
+10.25 The Registrant's IT Professional Plan.
11.1 Computation of Earnings Per Share.
+21.1 Subsidiary of the Registrant.
23.1 Consent of Independent Auditors (see page II-7).
+23.2 Consent of Independent Public Accountants (see page II-8).
+23.3 Consent of Counsel. Reference is made to Exhibit 5.1.
+24.1 Power of Attorney.
+27.1 Financial Data Schedule.
</TABLE>
- --------
+ Previously filed.
(b) Financial Statement Schedules
Schedule II--Valuation and Qualifying Accounts
Schedules not listed above have been omitted because the information
required to be set forth therein is not applicable or is shown in the
consolidated financial statements or notes thereto.
ITEM 17. UNDERTAKINGS
The Registrant hereby undertakes to provide to the Underwriters at the
closing specified in the Underwriting Agreement, certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the Delaware General Corporation Law, the Certificate
of Incorporation or the Bylaws of the Registrant, the Underwriting Agreement,
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 Securities 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
hereunder, 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 of whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
The Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of Prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form
of Prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
II-4
<PAGE>
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of Prospectus 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.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this amendment to registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Cupertino, State of California, on this 4th day of August, 1997.
HALL, KINION & ASSOCIATES, INC.
By /s/ Martin A. Kropelnicki
___________________________________
Martin A. Kropelnicki
Chief Financial Officer and Vice
President
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
AMENDMENT TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS
IN THE CAPACITIES AND ON THE DATES INDICATED:
<TABLE>
<C> <S> <C>
* Chief Executive Officer, August 4, 1997
______________________________________ Chairman of the Board
Brenda C. Hall (Principal Executive
Officer) and Director
/s/ Martin A. Kropelnicki Chief Financial Officer August 4, 1997
______________________________________ and Vice President
Martin A. Kropelnicki (Principal Financial
and Accounting Officer)
* President and Director August 4, 1997
______________________________________
Paul H. Bartlett
* Director August 4, 1997
______________________________________
Todd J. Kinion
* Director August 4, 1997
______________________________________
Kathleen D. LaPorte
* Director August 4, 1997
______________________________________
Jon H. Rowberry
*By: /s/ Martin A. Kropelnicki
_________________________________
Martin A. Kropelnicki
(Attorney-in-Fact)
</TABLE>
II-6
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Amendment No. 4 to Registration Statement No.
333-28365 of Hall, Kinion & Associates, Inc. on Form S-1 of our report dated
May 16, 1997, appearing in the Prospectus, which is part of this Registration
Statement, and of our report dated May 16, 1997 relating to the financial
statement schedule appearing elsewhere in this Registration Statement.
We also consent to the use in this Amendment No. 4 to Registration Statement
No. 333-28365 of our report on TeamAlliance Technology Partners, L.P. dated
May 20, 1997, appearing in the Prospectus, which is part of this Registration
Statement.
We also consent to the reference to us under the heading "Experts" in such
Prospectus.
DELOITTE & TOUCHE LLP
San Jose, California
August 4, 1997
II-7
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS*
As independent public accountants, we hereby consent to the use of our
report (and to all references to our firm) included in or made a part of this
Registration Statement (File No. 333-28365).
ARTHUR ANDERSEN LLP
New York, New York
July 31, 1997
*Previously Filed.
II-8
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of Shareholders of
Hall, Kinion & Associates, Inc.:
We have audited the consolidated financial statements of Hall, Kinion &
Associates, Inc. and Subsidiaries as of December 31, 1995 and 1996, and for
each of the three years in the period ended December 31, 1996, and have issued
our report thereon dated May 16, 1997 included elsewhere in this Registration
Statement. Our audits also included the financial statement schedule of Hall,
Kinion & Associates, Inc. listed in Item 16(b)II of this Registration
Statement. This financial statement schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion based on our
audits. In our opinion, such financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, presents fairly
in all material respects the information set forth therein.
DELOITTE & TOUCHE LLP
San Jose, California
May 16, 1997
II-9
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
------- ----------- ------------
<C> <S> <C>
+1.1 Form of Underwriting Agreement.
+2.1 Agreement and Plan of Merger dated July 9, 1997, for
the merger of Hall, Kinion & Associates, Inc., a
California corporation into Hall, Kinion & Associates,
Inc., a Delaware corporation (the "Registrant").
+2.2 Asset Purchase Agreement dated November 26, 1996, among
the Registrant and the other parties named therein.
+3.1 Certificate of Incorporation of the Registrant.
+3.2 Amended and Restated Certificate of Incorporation of
the Registrant.
+3.3 Bylaws of the Registrant.
+3.4 Form of Amended and Restated Certificate of
Incorporation to be filed upon the closing of the
Offering made pursuant to this Registration Statement.
+4.1 Reference is made to Exhibits 3.1, 3.2, 3.3 and 3.4.
+4.2 Investors' Rights Agreement, dated January 26, 1996,
among the Registrant, certain stockholders and
investors named therein.
+4.3 Right of First Refusal and Co-Sale Agreement, dated
January 30, 1996, among the Registrant, certain
stockholders and investors named therein.
+4.4 Specimen Common Stock certificate.
+5.1 Opinion of Gunderson Dettmer Stough Villeneuve Franklin
& Hachigian, LLP.
+9.1 Dean Call Voting Trust Agreement, dated January 15,
1996, among Brenda Hall, Virgil Hall and the
stockholders of the Registrant named therein.
+9.2 Kinion Voting Trust Agreement, dated January 17, 1996,
among Todd Kinion and the stockholders of the
Registrant named therein.
+9.3 Amended and Restated Voting Trust Agreement, dated
October 29, 1996, among the Registrant, Brenda C. Hall
and Todd J. Kinion.
+10.1 Form of Indemnification Agreement to be entered into
between the Registrant and its directors and certain
officers.
+10.2 The Registrant's 1997 Stock Option Plan.
+10.3 The Registrant's Employee Stock Purchase Plan.
+10.4 Pledge Agreement, dated January 30, 1996, among the
Registrant, Brenda Hall and the investors named
therein.
+10.5 Pledge Agreement, dated January 30, 1996, among the
Registrant, Todd Kinion and the investors named
therein.
+10.6 Secured Promissory Note, dated January 30, 1996, made
by Brenda Hall in favor of the Registrant.
+10.7 Secured Promissory Note, dated January 30, 1996, made
by Todd Kinion in favor of the Registrant.
+10.8 Escrow Agreement, dated January 30, 1996, among the
Registrant, Brenda Hall and the other parties named
therein.
+10.9 Escrow Agreement, dated January 30, 1996, among the
Registrant, Todd Kinion and the other parties named
therein.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
------- ----------- ------------
<C> <S> <C>
+10.10 Series A Preferred Stock and Warrant Purchase
Agreement, dated January 30, 1996, among the
Registrant, certain stockholders and investors named
therein.
+10.11 Form of Employment Agreement, dated October 18, 1996,
among the Registrant, Paul Bartlett and Brenda C. Hall
as amended.
+10.12 Form of Stock Option Agreement, dated October 18, 1996,
between the Registrant and Paul Bartlett as amended.
+10.13 Settlement Agreement and General Release, dated October
29, 1996 among the Registrant, Brenda Hall, as Voting
Trustee of the Voting Trust, and Todd Kinion.
+10.14 Employment Agreement, dated December 2, 1996, between
the Registrant and Mordecai Levine.
+10.15 Employment Agreement, dated December 2, 1996, between
the Registrant and Richard Harmon.
+10.16 Consulting and Settlement Agreement, dated February 28,
1997, between the Registrant and Keith Corbin.
+10.17 Loan & Security Agreement (Accounts and Inventory),
dated April 26, 1995, between the Registrant and
Comerica Bank-California (the "Loan & Security
Agreement"); Addendum to Loan & Security Agreement;
Second Addendum to Loan & Security Agreement;
Modification to Loan & Security Agreement, dated
December 20, 1995; Second Modification to Loan &
Security Agreement, dated October 21, 1996; Borrower's
Authorization dated October 16, 1996; Borrowers
Authorization dated October 21, 1996; and Guaranty,
dated April 26, 1995.
+10.18 Assumption and Assignment of Sublease, dated December
2, 1996, between the Registrant and TeamAlliance
Technology Partners, L.P.
+10.19 Standard Sublease, dated March 1, 1997, between the
Registrant and Seagate Technology, Inc.
+10.20 Employment Agreement, dated May 23, 1997, between the
Registrant and
Brenda C. Hall.
+10.21 Agreement to Tender Shares dated May 23, 1997, between
the Registrant and
Brenda C. Hall.
+10.22 Agreement to Tender Shares, dated May 23, 1997, between
the Registrant and
Todd J. Kinion.
+10.23 Promissory Note Secured by Deed of Trust, dated August
5, 1996, made by Rita S. Hazell and Quentin D. Hazell
in favor of the Registrant.
+10.24 Settlement Agreement with Mutual Release, dated May,
1997, between Richard E. Swanson and the Registrant,
Brenda C. Hall and Todd J. Kinion.
+10.25 The Registrant's IT Professional Plan.
11.1 Computation of Earnings Per Share.
+21.1 Subsidiary of the Registrant.
23.1 Consent of Independent Auditors (see page II-7).
+23.2 Consent of Independent Public Accountants (see page II-
8).
+23.3 Consent of Counsel. Reference is made to Exhibit 5.1.
+24.1 Power of Attorney.
+27.1 Financial Data Schedule.
</TABLE>
- --------
+ Previously filed.
<PAGE>
EXHIBIT 11.1
HALL, KINION AND ASSOCIATES, INC. AND SUBSIDIARIES
COMPUTATION OF NET INCOME PER SHARE
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------
PRO FORMA
1994 1995 1996 1996 (1)
----- ----- ------ ---------
<S> <C> <C> <C> <C>
Net income.................................... $ 33 $ 682 $1,361 $ 475
===== ===== ====== =====
Weighted average common shares outstanding(2). 6,282 6,282 7,980 7,980
Weighted average common share equivalents
related to stock options and warrants........ -- 45 426 426
Common shares issued and stock options granted
(using the treasury stock method assuming an
initial public offering price of $14.50)
between March 1996 and the initial public
offering included pursuant to Securities and
Exchange Commission rules.................... 1,057 1,057 1,057 1,057
----- ----- ------ -----
Shares used in per share computation.......... 7,339 7,384 9,463 9,463
===== ===== ====== =====
Net income per share.......................... $ -- $0.09 $ 0.14 $0.05
===== ===== ====== =====
</TABLE>
- --------
(1) The pro forma computation reflects the combined results of operations of
Hall, Kinion and Associates, Inc. and Subsidiaries and TeamAlliance
Technology Partners, L.P. and Subsidiaries, as if the acquisition, which
was completed on December 2, 1996, had been completed at the beginning of
1996.
(2) Including the effect of the conversion of mandatorily redeemable preferred
stock to common stock.
