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As filed with the Securities and Exchange Commission on December 10, 1996
File No. 333-______________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------------------
THE REGISTRY, INC.
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2920563
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
189 Wells Avenue
Newton, Massachusetts 02159
(Address of principal executive offices, including zip code)
------------------------------------------------------
THE REGISTRY, INC. 1996 STOCK PLAN
THE REGISTRY, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN
THE REGISTRY, INC. 1996 ELIGIBLE DIRECTORS STOCK PLAN
1994 STOCK OPTION PLAN OF APPLICATION RESOURCES, INC.
------------------------
(Full title of the plan)
Richard L. Bugley, Esq.
General Counsel
The Registry, Inc.
189 Wells Avenue
Newton, Massachusetts 02159
(617) 527-6886
------------------------------------------------------
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================
<S> <C> <C> <C> <C>
Title of Securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered(1) registered offering price aggregate offering registration
per share price fee
- -----------------------------------------------------------------------------------------------
Common Stock, 2,217,895 $49.75 $110,340,276.00 $33,437.00
no par value
===============================================================================================
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low
prices of The Registry, Inc. Common Stock, no par value, reported on the
NASDAQ National Market on December 6, 1996.
Exhibit Index on page 4;
Page 1 of 9 pages.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The Registry, Inc. (the "Registrant" or the "Company") hereby incorporates
the following documents herein by reference:
(i) Annual Report on Form 10-K for the fiscal year ended June 29, 1996
including portions of the Company's definitive Proxy Statement dated
October 28, 1996 filed in connection with the Company's 1996 Annual
Meeting of Stockholders.
(ii) Quarterly Report on Form 10-Q for the quarter ended September 28,
1996.
(iii) Current Report on Form 8-K filed with the Commission on December 10,
1996.
(iv) The description of the Company's Common Stock contained in its
registration statement on Form 8-A, File No. 0-28192.
All documents subsequently filed by the Registrant or the Plan pursuant to
Section 13(a), Section 13(c), Section 14 and Section 15(d) of the Exchange Act
prior to the filing of a post-effective amendment to this registration statement
that indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed incorporated herein by
reference from the date of filing of such documents.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Massachusetts General Laws, Chapter 156B, Section 67, empowers a
Massachusetts corporation to indemnify any person in connection with any action,
suit or proceeding brought or threatened by reason of the fact that such person
is or was a director, officer, employee or agent of the corporation or was
serving as such with respect to another corporation or other entity at the
request of such corporation, unless such person shall have been adjudicated in
any proceeding not to have acted in good faith in the reasonable belief that
such action was in the best interests of the Company. The Company's Restated
Articles of Organization, as amended and restated, contains provisions that
require the Company to indemnify its directors and officers to the fullest
extent permitted by Massachusetts law.
Item 7. Exemption From Registration Claimed.
-----------------------------------
Not applicable.
1
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Item 8. Exhibits.
--------
Exhibit
4.1. Restated Articles of Organization of Registrant (incorporated by
reference to Exhibit 3.2. of the Registrant's Registration Statement on
Form S-1, File No. 333-3366).
4.2. Amended and Restated By-laws of Registrant (incorporated by reference
to Exhibit 3.4. of the Registrant's Registration Statement on Form S-1,
File No. 333-3366).
5. Opinion of Ropes & Gray.
23.1. Consent of Price Waterhouse LLP.
23.2. Consent of Ropes & Gray (contained in the opinion filed as Exhibit 5 to
this registration statement).
24. Power of Attorney (included on signature page).
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 Securities
Act of 1933, (ii) to reflect in the prospectus any facts or events
arising after the effective date of the 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 the registration statement, and (iii) to include any material
information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement; provided, however, that
-------- -------
paragraphs (a)(1)(i) and (a)(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 the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the registration
statement.
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof;
(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 offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
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 Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, 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 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
2
<PAGE>
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 Act and will be governed by the final adjudication of such
issue.
3
<PAGE>
EXHIBIT INDEX
Number Title of Exhibit Page
------ ---------------- ----
4.1. Restated Articles of
Organization of Registrant
(incorporated by reference to
Exhibit 3.2. of the
Registrant's Registration
Statement on Form S-1, File
No. 333-3366).
4.2. Amended and Restated By-
laws of Registrant
(incorporated by reference to
Exhibit 3.4. of the
Registrant's Registration
Statement on Form S-1, File
No. 333-3366).
5. Opinion of Ropes & Gray. 6
23.1. Consent of Price Waterhouse LLP. 7
23.2. Consent of Ropes & Gray
(contained in the opinion filed
as Exhibit 5 to this
registration statement).
24. Power of Attorney (included
on signature page).
4
<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 on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Newton, The Commonwealth of Massachusetts, on
this 9th day of December, 1996.
THE REGISTRY, INC.
By: /s/ G. Drew Conway
_________________________________________
Name: G. Drew Conway
Title: President and Chief Executive
Officer
POWER OF ATTORNEY
-----------------
Pursuant to the requirement of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears
below hereby authorizes and constitutes G. Drew Conway, Richard L. Bugley and
Keith F. Higgins, and each of them singly, his true and lawful attorneys with
full power to them, and each of them singly, to sign for him and in his name in
the capacities indicated below any and all amendments (including post-effective
amendments) to this Registration Statement and to file the same, with exhibits
thereto, and other documents in connection therewith, and he hereby ratifies and
confirms his signature as it may be signed by said attorneys, or any of them, to
any and all such amendments.
Signature Capacity in Which Signed Date
- --------- ------------------------ ----
/s/ G. Drew Conway President, Chief Executive December 9, 1996
- --------------------- Officer and Director of the
G. Drew Conway Company (principal executive
officer)
/s/ Robert E. Foley Chief Financial Officer and December 9, 1996
- --------------------- Treasurer (principal financial
Robert E. Foley and accounting officer)
/s/ Paul C. O'Brien Director December 9, 1996
- ---------------------
Paul C. O'Brien
/s/ Robert P. Badavas Director December 9, 1996
- ---------------------
Robert P. Badavas
5
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[ROPES & GRAY LETTERHEAD]
December 10, 1996
The Registry, Inc.
189 Wells Avenue
Newton, Massachusetts 02159
Re: The Registry, Inc.
------------------
Ladies and Gentlemen:
This opinion is furnished to you in connection with a registration
statement on Form S-8 (the "Registration Statement"), filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, for the
registration of 2,217,895 shares of Common Stock, no par value (the "Shares"),
of The Registry, Inc., a Massachusetts corporation (the "Company").
We have acted as counsel for the Company and are familiar with the action
taken by the Company in connection with the Company's 1996 Stock Plan, 1996
Employee Stock Purchase Plan, 1996 Eligible Directors Stock Plan and the 1994
Stock Option Plan of Application Resources, Inc. (collectively the "Plans").
For purposes of this opinion we have examined the Plans and such other
documents, records, certificates and other instruments as we have deemed
necessary.
We express no opinion as to the applicability of compliance with or effect
of Federal law or the law of any jurisdiction other than The Commonwealth of
Massachusetts.
Based on the foregoing, we are of the opinion that the shares have been
duly authorized and, when the Shares have been issued and sold and consideration
received therefor by the Company in accordance with the terms of the Plans, the
Shares will be validly issued, fully paid and non-assessable.
We hereby consent to your filing this opinion as an exhibit to the
Registration Statement.
<PAGE>
-2-
The Registry Inc. December 10, 1996
It is understood that this opinion is to be used only in connection with
the offer and sale of the Shares while the Registration Statement is in effect.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated July 26, 1996, except as to Note 16
which is as of August 16, 1996, appearing on page 26 of The Registry, Inc.'s
Annual Report on Form 10-K for the year ended June 29, 1996.
Price Waterhouse LLP
Boston, Massachusetts
December 10, 1996
