<PAGE>
As filed with the Securities and Exchange Commission on July 25, 2000
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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HALL, KINION & ASSOCIATES, INC.
(Exact name of Registrant as Specified in its Charter)
Delaware 77-0337705
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
185 Berry Street
China Basin Landing, Suite 6440
San Francisco, California 94107
(415) 974-1300
(Address and telephone number of Principal Executive Offices)
HALL, KINION & ASSOCIATES, INC. 1997 STOCK OPTION PLAN, and
HALL, KINION & ASSOCIATES, INC. IT PROFESSIONAL STOCK OPTION PLAN
(Full title of the Plans)
-------------------------
Brenda C. Rhodes
Chief Executive Officer
Hall, Kinion & Associates, Inc.
185 Berry Street, China Basin Landing, Suite 6440,
San Francisco, California 94107
(Name and Address of Agent for Service)
(415) 974-1300
(Telephone number, including area code, of agent for service)
-------------------------
Copies to:
Lawrence Calof, Esq.
Gibson, Dunn & Crutcher LLP
1530 Page Mill Road
Palo Alto, California 94304
(650) 849-5300
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Title of Securities Amount to be Proposed Proposed
to be Registered Registered/(1)/ Maximum Maximum
Offering Price Aggregate Amount of
per Share/(2)/ Offering Price/(2)/ Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 314,047 shares $40.56 $12,737,746.32 $3,362.77
------------
(Shares issued under Hall, Kinion &
Associates, Inc. 1997 Stock Option Plan)
Common Stock 157,023 shares $40.56 $ 6,368,852.88 $1,681.38
------------
(Shares issued under Hall, Kinion &
Associates, Inc. IT Professional Stock
Option Plan)
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</TABLE>
(1) This Registration Statement shall also cover any additional shares of
common stock which become issuable under the Hall, Kinion & Associates,
Inc. 1997 Stock Option Plan (the "1997 Plan"), and/or any additional shares
of common stock which become issuable under the Hall, Kinion, & Associates,
Inc. IT Professional Stock Option Plan (the "IT Professional Plan"), 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) and
457(c) of the Securities Act of 1933, as amended, based on the average of
the high and low prices per share of common stock of Hall, Kinion &
Associates, Inc. as reported on the Nasdaq National Market on July 24,
2000, which was $40.56.
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<PAGE>
PART I
Item 1. Plan Information.
----------------
Not filed as part of this Registration Statement pursuant to Note to
Part I of Form S-8.
Item 2. Registration Information And Employee Plan Annual Information.
-------------------------------------------------------------
Not filed as part of this Registration Statement pursuant to Note to
Part I of Form S-8.
PART II
Information Required In The Registration Statement
Item 3. Incorporation Of Documents By Reference.
---------------------------------------
The following documents of the Registrant heretofore filed with the
Securities and Exchange Commission (the "SEC") are hereby incorporated in this
Registration Statement by reference:
(1) Hall Kinion's annual report on Form 10-K filed with the SEC
on February 25, 2000, as amended on March 29, 2000, for the fiscal year ended
December 26, 1999;
(2) Hall Kinion's quarterly report on Form 10-Q filed with the
SEC on May 9, 2000, for the fiscal quarter ended March 26, 2000;
(3) Hall Kinion's Proxy Statement pursuant to Rule 14(a) of the
Securities Exchange Act of 1934, as amended, filed with the SEC on March 30,
2000, as amended on April 4, 2000;
(4) Hall Kinion's Registration Statement No. 0-22869 on Form 8-A
filed with the SEC on July 22, 1997 and amended August 12, 1997 pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended (the "1934 Act"),
in which there is described the terms, rights and provisions applicable to Hall
Kinion's outstanding Common Stock; and,
(5) Hall Kinion's Registration Statement No. 333-93663 on Form S-
8 filed with the SEC on December 27, 1999, in which shares are registered under
Hall Kinion's 1997 Plan and IT Professional Plan.
(6) Hall Kinion's 1997 Stock Option Plan, Exhibit 10.2 to the
Company's Registration statement No. 333-28365 on Form S-1 filed with the SEC on
June 03, 1997 and amended August 04, 1997.
(7) Hall Kinion's IT Professional Plan, Exhibit 10.25 to the
Company's Registration statement No. 333-28365 on Form S-1 filed with the SEC on
June 03, 1997 and amended August 04, 1997.
All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a) and (c), 14 and 15(d) of the 1934 Act, prior to the
filing of a post-effective amendment which indicates that all securities offered
hereunder have been sold or which deregisters all such securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such reports and
documents.
Any document, and any statement contained in a document, incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein, or in any other subsequently filed document that
also is incorporated or deemed to be incorporated by reference herein, modifies
or supersedes such document or statement. Any such document or statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement. Subject to the foregoing,
all information appearing in this Registration Statement is qualified in its
entirety by the information appearing in the documents incorporated by
reference.
Item 4. Description Of Securities.
-------------------------
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 Securities Exchange Act
of 1933, as amended (the "1933 Act"). Hall Kinion's Bylaws provide 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. Hall Kinion'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 Hall Kinion
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 Hall
Kinion 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. Hall Kinion has entered into
indemnification agreements with its officers and directors. The indemnification
agreements provide Hall Kinion's officers and directors with further
indemnification to the maximum extent permitted by the Delaware General
Corporation Law.
Item 7. Exemption From Registration Claimed.
--------------------------------------
Not applicable.
Item 8. Exhibits.
--------
4.0 Reference is made to Registrant's Registration Statement 333-93663 on
Form S-8, which is incorporated herein by reference pursuant to Item
3(5) of this registration statement.
5.0 Opinion of Gibson, Dunn & Crutcher LLP
23.1 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.0)
23.2 Consent of Deloitte & Touche LLP
24.0 Power of Attorney (included on the signature page hereof)
Item 9. Undertakings.
------------
A. Hall Kinion 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 information required to be included in
a post-effective amendment by those paragraphs is contained in periodic reports
filed by Hall Kinion 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 under Hall Kinion's 1997 Stock
Option Plan which remain unsold at the termination of the 1997 Plan, and to
remove from registration by means of a post-effective amendment any of the
securities being registered under Hall Kinion's IT Professional Stock Option
Plan which remain unsold at the termination of the IT Professional Plan.
B. Hall Kinion hereby undertakes that, for purposes of determining
any liability under the 1933 Act, each filing of Hall Kinion'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 Hall
Kinion pursuant to the indemnification provisions summarized in Item 6 or
otherwise, Hall Kinion 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 Hall Kinion of expenses incurred or
paid by a director, officer or controlling person of Hall Kinion 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, Hall Kinion 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.
<PAGE>
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 San Francisco, State of California, on July 25,
2000.
HALL, KINION & ASSOCIATES, INC.
By: \s\ Brenda C. Rhodes
-------------------------------
Brenda C. Rhodes
Chief Executive Officer and Director
<PAGE>
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL PERSONS BY THESE PRESENTS
Each person whose signature appears below constitutes and appoints Brenda
C. Rhodes and Martin A. Kropelnicki, and each of them, as his or her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
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 attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
This power of attorney may be signed in several counterparts.
Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-8 has been signed by the following persons in the capacities
indicated on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
\s\ Brenda C. Rhodes Chairman of the Board, Chief Executive July 25, 2000
--------------------------------------- Officer and Director (Principal
Brenda C. Rhodes Executive Officer)
\s\ Martin A. Kropelnicki Vice President, Chief Financial Officer July 25, 2000
--------------------------------------- and Secretary (Principal Financial
Martin A. Kropelnicki Officer)
\s\ Jon H. Rowberry Director July 25, 2000
---------------------------------------
Jon H. Rowberry
\s\ Will Herman Director July 25, 2000
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Will Herman
\s\ Todd J. Kinion Director July 25, 2000
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Todd J. Kinion
\s\ Herbert I. Finkelman Director July 25, 2000
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Herbert I. Finkelman
\s\ Jack F. Jenkins-Stark Director July 25, 2000
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Jack F. Jenkins-Stark
\s\ Michael C. Stein Director July 25, 2000
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Michael C. Stein
</TABLE>
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EXHIBIT INDEX
Exhibit Description
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4.0 Reference is made to Registrant's Registration Statement 333-93663 on
Form S-8,which is incorporated herein by reference pursuant to Item
3(5) of this registration statement.
5.0 Opinion of Gibson, Dunn & Crutcher LLP
23.1 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.0)
23.2 Consent of Deloitte & Touche LLP, Independent Auditors
24.0 Power of Attorney (included on the signature page hereof)
