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As filed with the Securities and Exchange Commission on October 24, 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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HALL, KINION & ASSOCIATES, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 7370 77-0337705
(State or other jurisdiction (Primary Standard Industrial (IRS Employer
of incorporation or organization) Classification Code Number) Identification No.)
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19925 STEVENS CREEK BOULEVARD
CUPERTINO, CALIFORNIA 95014
(Address of principal executive offices) (Zip Code)
------------------------
HALL, KINION & ASSOCIATES, INC.
1997 STOCK OPTION PLAN
IT PROFESSIONAL STOCK OPTION PLAN
EMPLOYEE STOCK PURCHASE PLAN
WRITTEN COMPENSATION AGREEMENT WITH PAUL J. BARTLETT
(Full title of the Plans)
-----------------------
BRENDA C. HALL
CHIEF EXECUTIVE OFFICER
HALL, KINION & ASSOCIATES, INC.
19925 STEVENS CREEK BOULEVARD
CUPERTINO, CALIFORNIA 95014
(Name and address of agent for service)
(408) 863-5600
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of Proposed Maximum Proposed Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered (1) per Share(2) Price(2) Fee
- --------------------- ------------- ---------------- ---------------- ------------
<S> <C> <C> <C> <C>
1997 Stock Option Plan
- ----------------------
Options to purchase
Common Stock 2,492,392 N/A N/A N/A
Common Stock
(par value $.001) 2,492,392 shares $19.125 $47,666,997 $14,444.53
IT Professional Stock
- ---------------------
Option Plan
-----------
Options to purchase
Common Stock 350,000 N/A N/A N/A
Common Stock
(par value $.001) 350,000 shares $19.125 $ 6,693,750 $ 2,028.40
Written Compensation
- --------------------
Agreement for
-------------
Paul J. Bartlett
----------------
Options to purchase
Common Stock 974,000 N/A N/A N/A
Common Stock
(par value $.001) 974,000 shares $19.125 $18,627,750 $ 5,644.77
Employee Stock
- --------------
Purchase Plan
-------------
Common Stock
(par value $.001) 150,000 shares $19.125 $2,868,750 $ 869.32
===================================================================================================
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1997 Stock Option Plan, IT
Professional Stock Option Plan, Employee Stock Purchase Plan and Written
Compensation Agreement with Paul J. Bartlett by reason of any stock
dividend, stock split, recapitalization or other similar transaction
effected without the receipt of consideration which results in an increase
in the number of the outstanding shares of Common Stock of Hall, Kinion &
Associates, Inc.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the fair market value
per share of Common Stock of Hall, Kinion & Associates, Inc. on October 20,
1997.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
Hall, Kinion & Associates, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents
previously filed with the Securities and Exchange Commission (the "SEC"):
(a) The Registrant's prospectus filed with the SEC pursuant to Rule 424(b)
of the Securities Act of 1933, as amended (the "1933 Act"), in
connection with the Registration Statement No. 333-28365 on Form S-1
filed with the SEC on June 3, 1997, in which there is set forth
audited financial statements for the Registrant's fiscal years ended
December 31, 1995 and 1996; and
(b) The Registrant's Registration Statement No. 0-22869 on Form 8-A filed
with the SEC on July 22, 1997 pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), together with
amendments thereto, in which there is described the terms, rights and
provisions applicable to the Registrant's outstanding Common Stock.
All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this
Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold
or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference into this Registration Statement and to be
a part hereof from the date of filing of such documents.
Item 4. Description of Securities
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Not Applicable.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Not Applicable.
Item 6. 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 1933 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 Registrant 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 Registant 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
has entered into indemnification agreements with its officers and
directors. The indemnification agreements provide the Registrant's
officers and directors with further indemnification to the maximum extent
permitted by the Delaware General Corporation Law.
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Item 7. Exemption from Registration Claimed
-----------------------------------
Not Applicable.
Item 8. Exhibits
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Exhibit
Number Exhibit
- ------- -------
4 Instruments Defining Rights of Stockholders. Reference is made to
Registrant's Registration Statement No. 0-22869 on Form 8-A,
together with amendments thereto, which are incorporated herein by
reference pursuant to Item 3(b) of this Registration Statement.
5 Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin
& Hachigian, LLP.
23.1 Consent of Deloitte & Touche LLP, Independent Auditors.
23.2 Consent of Independent Public Accountants, Arthur Andersen LLP.
23.3 Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-3 of this
Registration Statement.
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 1933 Act, (ii) to reflect in the
prospectus any facts or events arising after the effective date of this
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 this Registration Statement and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that clauses (1)(i) and (1)(ii) shall not apply if the
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information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for
the purpose of determining any liability under the 1933 Act 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 and (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 Registrant's 1997 Stock Option Plan, IT
Professional Stock Option Plan, Employee Stock Purchase Plan and/or Written
Compensation Agreement with Paul J. Bartlett.
B. The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the 1934 Act that is incorporated by reference into this 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 1933
Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6
or otherwise, the Registrant has been advised that, in the opinion of the
SEC, such indemnification is against public policy as expressed in the 1933
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, 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 1933 Act and will be governed by the
final adjudication of such issue.
II-2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Cupertino, State of California on this 17th day
of October, 1997.
HALL, KINION & ASSOCIATES, INC.
By: /s/ Brenda C. Hall
----------------------------------------
Brenda C. Hall
Chief Executive Officer, Chairman of
the Board and Director
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Hall, Kinion & Associates,
Inc., a Delaware corporation, do hereby constitute and appoint Paul J. Bartlett
and Martin A. Kropelnicki, and either of them, the lawful attorneys-in-fact and
agents with full power and authority to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, and either one
of them, determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any rules
or regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and either of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or either one of them, shall do or cause to
be done by virtue hereof. This Power of Attorney may be signed in several
counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
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Signature Title Date
- --------- ----- ----
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/s/ Brenda C. Hall Chief Executive Officer, Chairman of the Board
- --------------------------------- (Principal Executive Officer) and Director October 17, 1997
Brenda C. Hall
/s/ Martin A. Kropelnicki Chief Financial Officer and Vice President
- --------------------------------- (Principal Financial and Accounting Officer) October 17, 1997
Martin A. Kropelnicki
/s/ Paul J. Bartlett President and Director October 17, 1997
- ---------------------------
Paul J. Bartlett
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II-3
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Signature Title Date
- --------- ----- ----
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/s/ Todd J. Kinion Director October 17, 1997
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Todd J. Kinion
/s/ Kathleen D. LaPorte Director October 17, 1997
- ---------------------------
Kathleen D. LaPorte
/s/ Jon H. Rowberry Director October 17, 1997
- ---------------------------
Jon H. Rowberry
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EXHIBIT INDEX
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Exhibit
Number Exhibit
- ------- -------
4 Instruments Defining Rights of Stockholders. Reference is made to
Registrant's Registration Statement No. 0-22869 on Form 8-A,
together with amendments thereto, which are incorporated herein by
reference pursuant to Item 3(b) of this Registration Statement.
5 Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin
& Hachigian, LLP.
23.1 Consent of Deloitte & Touche LLP, Independent Auditors.
23.2 Consent of Independent Public Accountants, Arthur Andersen LLP.
23.3 Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-3 of this
Registration Statement.
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EXHIBIT 5
October 21, 1997
Hall, Kinion & Associates, Inc.
5300 Stevens Creek Boulevard
San Jose, CA 95129
Re: Hall, Kinion & Associates, Inc. Registration Statement for
Offering of 3,966,392 Shares of Common Stock
Ladies and Gentlemen:
We refer to your registration on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, of (i) 2,492,392
shares of Common Stock under the 1997 Stock Option Plan, (ii) 350,000 shares of
Common Stock under the IT Professional Stock Plan, (iii) 150,000 shares of
Common Stock under the Employee Stock Purchase Plan and (iv) 974,000 shares of
Common Stock pursuant to a Written Compensation Agreement with Paul J. Bartlett.
We advise you that, in our opinion, when such shares have been issued and sold
pursuant to the applicable provisions of the 1997 Stock Option Plan, IT
Professional Stock Plan, Employee Stock Purchase Plan and Written Compensation
Agreement with Paul J. Bartlett and in accordance with the Registration
Statement such shares will be validly issued, fully paid and nonassessable
shares of the Company's Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian, LLP
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Hall, Kinion & Associates, Inc. on Form S-8 of our reports dated May 16, 1997
and May 20, 1997, appearing in the Prospectus in connection with the
Registration Statement No. 333-28365, as amended, on Form S-1 of Hall, Kinion
& Associates, Inc.
/s/ Deloitte & Touche LLP
San Jose, California
October 17, 1997
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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 part of this Form S-8
Registration Statement.
/s/ Arthur Andersen LLP
New York, New York
October 17, 1997
