AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 17, 1998
REGISTRATION NO. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------
OUTSOURCE INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
Florida 67-0675628
(State of incorporation) (I.R.S. Employer Identification)
1144 East Newport Center Drive
Deerfield Beach, Florida 33442
(954) 418-6200
(Address, including zip code, and telephone number, including area
code, of Registrant's principal executive offices)
OUTSOURCE INTERNATIONAL, INC. STOCK OPTION PLAN
(Full title of plan)
Robert A. Lefcort
1144 East Newport Center Drive
Deerfield Beach, Florida 33442
(954) 418-6200
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES OF ALL COMMUNICATIONS TO:
Donn A. Beloff, Esq.
Holland & Knight LLP
One East Broward Boulevard
Ft. Lauderdale, Florida 33301
(954) 525-1000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Proposed Proposed
Maximum Maximum Amount of
Title of Amount to Offering Price Aggregate Registration
Securities to be Registered be Registered (1) Per Share(2) Offering Price(2) Fee
- - -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 1,040,000 $14.50 $15,080,000 $4,449
$.001 per share
===============================================================================================================================
</TABLE>
(1) THIS REGISTRATION STATEMENT ALSO COVERS ANY ADDITIONAL SHARES THAT MAY
HEREAFTER BECOME PURCHASABLE AS A RESULT OF THE ADJUSTMENT PROVISIONS
OF THE PLAN OR THE AGREEMENTS PURSUANT TO WHICH SUCH SHARES ARE ISSUED.
THIS REGISTRATION STATEMENT ALSO COVERS THE RIGHTS TO PURCHASE SHARES
OF PREFERRED STOCK OF THE REGISTRANT WHICH WILL BE ATTACHED TO ALL
SHARES OF COMMON STOCK BEING REGISTERED HEREUNDER AT A RATE OF ONE
RIGHT FOR EACH SHARE OF COMMON STOCK PURSUANT TO THE TERMS OF A
SHAREHOLDER PROTECTION RIGHTS AGREEMENT ENTERED INTO BY THE REGISTRANT.
UNTIL THE OCCURRENCE OF CERTAIN PRESCRIBED EVENTS, THE RIGHTS ARE NOT
EXERCISABLE, ARE EVIDENCED BY THE CERTIFICATES OF COMMON STOCK AND WILL
BE TRANSFERRED WITH AND ONLY WITH SUCH COMMON STOCK.
(2) ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE
BASED UPON THE AVERAGE OF THE HIGH AND LOW PRICES REPORTED ON THE
NASDAQ NATIONAL MARKET ON JUNE 12, 1998, OF $14.50, AS REPORTED BY THE
NASDAQ STOCK MARKET.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant are incorporated herein by
reference:
1. The Registrant's Annual Report on Form 10-K/A for the fiscal year
ended December 31, 1997, filed with the Commission on April 2, 1998.
2. The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997, filed with the Commission on March 31, 1998.
3. The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1998, filed with the Commission on May 15, 1998.
4. The Registrant's Current Report on Form 8-K, filed with the
Commission on February 3, 1998.
5. The Registrant's Current Report on Form 8-K, filed with the
Commission on March 5, 1998.
6. The Registrant's Current Report on Form 8-K/A, filed with the
Commission on April 6, 1998.
7. The Registrant's Current Report on Form 8-K/A, filed with the
Commission on May 4, 1998.
8. The Registrant's Current Report on Form 8-K, filed with the
Commission on May 29, 1998.
9. The description of the Registrant's Common Stock contained under the
caption "Description of Securities" in the Prospectus included as a part of
Amendment No.1 to the Company's Registration Statement on Form S-1, File No.
333-33443, filed with the Commission on September 23, 1997, and incorporated by
reference into the Registration Statement of the Company on Form 8-A (Commission
File No. 000-23147), filed with the Commission pursuant to Section 12(g) of the
Exchange Act of 1934, as amended (the "Exchange Act") on September 30, 1997.
10. All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all remaining securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be part thereof from the date of filing of such documents.
Any statement 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 which also is or is deemed to be
incorporated by reference herein modifies or replaces such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Florida Business Corporation Act ("FBCA") and the Company's Bylaws
provide that in certain cases, each officer and director of the Company shall be
indemnified by the Company against certain costs, expenses and liabilities which
he or she may incur in his or her capacity as such. The Company has also
purchased directors' and officers' liability insurance consistent with the
provisions of the Florida Business Corporation Act to protect directors and
officers from liabilities against various laws, including the Securities Act of
1933.
The Company's Bylaws provide:
RIGHT TO INDEMNIFICATION. Any person, his heirs, or personal
representative, made, or threatened to be made a party to any
threatened, pending, or completed action or proceeding, whether civil,
criminal, administrative, regulatory, or investigative ("Proceeding")
because he is or was a director or officer of this Corporation or
serves or served any other corporation or other enterprise in any
capacity at the request of this Corporation, shall be indemnified by
this Corporation, to the full extent permitted by the Florida Business
Corporation Act; provided, however, that the Corporation shall
indemnify any such person seeking indemnity in connection with a
Proceeding (or part thereof) initiated by such person only if such
Proceeding (or part thereof) was authorized by the Board of Directors
of the Corporation. In discharging his duty, any director or officer,
when acting in good faith, may rely upon information, opinions,
reports, or statements, including financial statements and other
financial data, in each case prepared or presented by (1) one or more
officers or employees of the Corporation whom the director or officer
reasonably believes to be reliable and competent in the matters
presented, (2) counsel, public accountants, or other persons as to
matters that the director or officer believes to be within that
person's professional or expert competence, or (3) in the case of a
director, a committee of the board of directors upon which he does not
serve, duly designated according to law, as to matters within its
designated authority, if the director reasonably believes that the
committee is competent.
ADVANCES. The rights set forth above in this Article VI shall include
the right to be paid by the Corporation expenses incurred in defending
or being represented in any such Proceeding in advance of its final
disposition; provided, however, that the payment of such expenses
incurred by a director or officer because he is or was a director of
officer of this Corporation or serves or served any other corporation
or enterprise in any capacity at the request of this Corporation (and
not in any other capacity in which service was or is rendered by such
person while a director or officer, including service to an employee
benefit plan) in advance of the final disposition of such Proceeding,
shall be made only upon delivery to the Corporation of an undertaking,
by or on behalf of such director or officer, to repay all amounts so
advanced if it should be determined ultimately that such director or
officer is not entitled to be indemnified under this Article VI or
otherwise.
CONTRACT RIGHT. All rights to indemnification, including advancement of
expenses, shall be deemed to be provided by a contract between the
Corporation and the director or officer who serves in such capacity at
any time while this Article VI and other relevant provisions of the
Florida Business Corporation Act and other applicable law, if any, are
in effect, such that any repeal or modification thereof shall not
adversely affect any right existing at the time of such repeal or
modification.
RIGHT TO BRING SUIT. If a claim under the preceding paragraphs of this
Article VI is not paid in full by the Corporation within 90 days after
a written claim therefor has been received by the Corporation, the
claimant may at any time thereafter bring suit against the Corporation
to recover the unpaid amount of the claim and, if successful in whole
or in part, the claimant shall be entitled to be paid also the expense,
including attorney's fees, of prosecuting such claim. It shall be a
defense to any such action (other than an action brought to enforce a
claim for expenses incurred in defending any Proceeding in advance of
its final disposition where the required undertaking has been tendered
to the Corporation) that the claimant has not
II-2
<PAGE>
met the applicable standard of conduct which makes it permissible under
the Florida Business Corporation Act for the Corporation to indemnify
the claimant for the amount claimed, but the burden of proving such
defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, independent legal
counsel, or its shareholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is
proper in the circumstances because he has met the applicable standard
of conduct set forth in the Florida Business Corporation Act, nor an
actual determination by the Corporation (including its Board of
Directors, independent legal counsel, or its shareholders) that the
claimant had not met such applicable standard of conduct, shall be a
defense to the action or create a presumption that claimant had not met
the applicable standard of conduct.
NON-EXCLUSIVITY OF RIGHTS. The rights conferred on any person by this
Article VI shall not be exclusive of any other right which such person
may have or hereafter acquire under any statute, provision of these
Bylaws, the Articles of Incorporation, agreement, vote of shareholders
or disinterested directors or otherwise.
INSURANCE. The Corporation may maintain insurance, at its expense, for
the purpose of indemnifying itself and any director, officer, employee
or agent of the Corporation or another corporation, partnership, trust
or other enterprise, whether or not the Corporation would have the
power to provide such indemnity under the Florida Business Corporation
Act.
Section 607.0850 of the FBCA, "Indemnification of officers, directors, employees
and agents," provides:
(1) A corporation shall have power to indemnify any person who was or
is a party to any proceeding (other than an action by, or in the right
of, the corporation), by reason of the fact that he or she is or was a
director, officer, employee, or agent of the corporation or is or was
serving at the request of the corporation as a director, officer,
employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise against liability incurred in connection
with such proceeding, including any appeal thereof, if he or she acted
in good faith and in a manner he or she reasonably believed to be in,
or not opposed to, the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause
to believe his or her conduct was unlawful. The termination of any
proceeding by judgment, order, settlement, or conviction or upon a plea
of nolo contendere or its equivalent shall not, of itself, create a
presumption that the person did not act in good faith and in a manner
which he or she reasonably believed to be in, or not opposed to, the
best interests of the corporation or, with respect to any criminal
action or proceeding, had reasonable cause to believe that his or her
conduct was unlawful.
(2) A corporation shall have power to indemnify any person, who was or
is a party to any proceeding by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that the person
is or was a director, officer, employee, or agent of the corporation or
is or was serving at the request of the corporation as a director,
officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, against expenses and amounts paid
in settlement not exceeding, in the judgment of the board of directors,
the estimated expense of litigating the proceeding to conclusion,
actually and reasonably incurred in connection with the defense or
settlement of such proceeding, including any appeal thereof. Such
indemnification shall be authorized if such person acted in good faith
and in a manner he or she reasonably believed to be in, or not opposed
to, the best interests of the corporation, except that no
indemnification shall be made under this subsection in respect of any
claim, issue, or matter as to which such person shall have been
adjudged to be liable unless, and only to the extent that, the court in
which such proceeding was brought, or any other court of competent
jurisdiction, shall determine upon application that, despite the
adjudication of liability but in view of all circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such
expenses which such court shall deem proper.
(3) To the extent that a director, officer, employee, or agent of a
corporation has been successful on the merits or otherwise in defense
of any proceeding referred to in subsection (1) or subsection (2), or
in
II-3
<PAGE>
defense of any claim, issue, or matter therein, he or she shall be
indemnified against expenses actually and reasonably incurred by him or
her in connection therewith.
(4) Any indemnification under subsection (1) or subsection (2), unless
pursuant to a determination by a court, shall be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee,
or agent is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in subsection (1) or
subsection (2). Such determination shall be made:
(a) By the board of directors by a majority vote of a
quorum consisting of directors who were not parties to such
proceeding;
(b) If such a quorum is not obtainable or, even if
obtainable, by majority vote of a committee duly designated by
the board of directors (in which directors who are parties may
participate) consisting solely of two or more directors not at
the time parties to the proceeding;
(c) By independent legal counsel;
1. Selected by the board of
directors prescribed in paragraph (a) or the
committee prescribed in paragraph (b); or
2. If a quorum of the directors
cannot be obtained for paragraph (a) and the
committee cannot be designated under paragraph (b),
selected by majority vote of the full board of
directors (in which directors who are parties may
participate); or
(d) By the shareholders by a majority vote of a
quorum consisting of shareholders who were not parties to such
proceeding or, if no such quorum is obtainable, by a majority
vote of shareholders who were not parties to such proceeding.
(5) Evaluation of the reasonableness of expenses and authorization of
indemnification shall be made in the same manner as the determination
that indemnification is permissible. However, if the determination of
permissibility is made by independent legal counsel, persons specified
by paragraph (4)(c) shall evaluate the reasonableness of expenses and
may authorize indemnification.
(6) Expenses incurred by an officer or director in defending a civil or
criminal proceeding may be paid by the corporation in advance of the
final disposition of such proceeding upon receipt of an undertaking by
or on behalf of such director or officer to repay such amount if he or
she is ultimately found not to be entitled to indemnification by the
corporation pursuant to this section. Expenses incurred by other
employees and agents may be paid in advance upon such terms or
conditions that the board of directors deems appropriate.
(7) The indemnification and advancement of expenses provided pursuant
to this section are not exclusive, and a corporation may make any other
or further indemnification or advancement of expenses of any of its
directors, officers, employees, or agents, under any bylaw, agreement,
vote of shareholders or disinterested directors, or otherwise, both as
to action in his or her official capacity and as to action in another
capacity while holding such office. However, indemnification or
advancement of expenses shall not be made to or on behalf of any
director, officer, employee, or agent if a judgment or other final
adjudication establishes that his or her actions, or omissions to act,
were material to the cause of action so adjudicated and constitute:
(a) A violation of the criminal law, unless the
director, officer, employee, or agent had reasonable cause to
believe his or her conduct was lawful or had no reasonable
cause to believe his or her conduct was unlawful;
II-4
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(b) A transaction from which the director, officer,
employee, or agent derived an improper personal benefit;
(c) In the case of a director, a circumstance under
which the liability provisions of s. 607.0834 are applicable;
or
(d) Willful misconduct or a conscious disregard for
the best interests of the corporation in a proceeding by or in
the right of the corporation to procure a judgment in its
favor or in a proceeding by or in the right of a shareholder.
(8) Indemnification and advancement of expenses as provided in this
section shall continue as, unless otherwise provided when authorized or
ratified, to a person who has ceased to be a director, officer,
employee, or agent and shall inure to the benefit of the heirs,
executors, and administrators of such a person, unless otherwise
provided when authorized or ratified.
(9) Unless the corporation's articles of incorporation provide
otherwise, notwithstanding the failure of a corporation to provide
indemnification, and despite any contrary determination of the board or
of the shareholders in the specific case, a director, officer,
employee, or agent of the corporation who is or was a party to a
proceeding may apply for indemnification or advancement of expenses, or
both, to the court conducting the proceeding, to the circuit court, or
to another court of competent jurisdiction. On receipt of an
application, the court, after giving any notice that it considers
necessary, may order indemnification and advancement of expenses,
including expenses incurred in seeking court-ordered indemnification or
advancement of expenses, if it determines that:
(a) The director, officer, employee, or agent is
entitled to mandatory indemnification under subsection (3), in
which case the court shall also order the corporation to pay
the director reasonable expenses incurred in obtaining
court-ordered indemnification or advancement of expenses;
(b) The director, officer, employee, or agent is
entitled to indemnification or advancement of expenses, or
both, by virtue of the exercise by the corporation of its
power pursuant to subsection (7); or
(c) The director, officer, employee, or agent is
fairly and reasonably entitled to indemnification or
advancement of expenses, or both, in view of all the relevant
circumstances, regardless of whether such person met the
standard of conduct set forth in subsection (1), subsection
(2), or subsection (7).
(10) For purposes of this section, the term "corporation" includes, in
addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a
consolidation or merger, so that any person who is or was a director,
officer, employee, or agent of a constituent corporation, or is or was
serving at the request of a constituent corporation as a director,
officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, is in the same position under this
section with respect to the resulting or surviving corporation as he or
she would have with respect to such constituent corporation if its
separate existence had continued.
(11) For purposes of this section:
(a) The term "other enterprises" includes employee
benefit plans;
(b) The term "expenses" includes counsel fees,
including those for appeal;
II-5
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(c) The term "liability" includes obligations to pay
a judgment, settlement, penalty, fine (including an excise tax
assessed with respect to any employee benefit plan), and
expenses actually and reasonably incurred with respect to a
proceeding;
(d) The term "proceeding" includes any threatened,
pending, or completed action, suit, or other type of
proceeding, whether civil, criminal, administrative, or
investigative and whether formal or informal;
(e) The term "agent" includes a volunteer;
(f) The term "serving at the request of the
corporation" includes any service as a director, officer,
employee, or agent of the corporation that imposes duties on
such persons, including duties relating to an employee benefit
plan and its participants or beneficiaries; and
(g) The term "not opposed to the best interest of the
corporation" describes the actions of a person who acts in
good faith and in a manner he or she reasonably believes to be
in the best interests of the participants and beneficiaries of
an employee benefit plan.
(12) A corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee, or
agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against the person and incurred by him
or her in any such capacity or arising out of his or her status as
such, whether or not the corporation would have the power to indemnify
the person against such liability under the provisions of this section.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company,
the Company has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
II-6
<PAGE>
ITEM 8. EXHIBITS.
The exhibits filed as part of this Registration Statement are as
follows:
EXHIBIT
NUMBER DESCRIPTION
4.3 - Shareholder Protection Rights Agreement*
5 -- Opinion of Holland & Knight LLP
23.1 -- Consent of Deloitte & Touche LLP -- OutSource
International, Inc.
23.2 -- Consent of Deloitte & Touche LLP -- LM Investors,
Inc.
23.3 -- Consent of Holland & Knight LLP (included in opinion
filed as Exhibit 5)
24 -- Powers of Attorney (included on the signature page
to this Registration Statement)
- - ------------
* Incorporated by reference to the Exhibits to Amendment No. 1 to the Company's
Registration Statement on Form
S-1 (Registration Statement No. 333-33443) as filed with the Commission on
September 23, 1997.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
A. (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;
(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 (1) (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed or furnished to the Commission
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
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(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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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 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 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 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 of 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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, OutSource International, Inc., 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 Deerfield Beach,
State of Florida, on the 17th day of June, 1998.
OUTSOURCE INTERNATIONAL, INC.
By:/S/ PAUL M. BURRELL
------------------------
Paul M. Burrell, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Paul M. Burrell and Robert A. Lefcort and each of them,
his true and lawful attorney-in-fact and agents, with full power of substitution
and resubstitution for him and in his 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 attorneys-in-fact and agents 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
might or could do in person, hereby ratifying and confirming all that each of
said attorneys-in-fact 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, this
Registration Statement has been signed below by the following persons on the
dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/S/ PAUL M. BURRELL President, Chief Executive Officer June 17, 1998
- - -------------------------------------------- and Chairman of the Board of Directors
Paul M. Burrell (Principal Executive Officer)
/S/ ROBERT A. LEFCORT
- - -------------------------------------------- Executive Vice President, June 17, 1998
Robert A. Lefcort Secretary and Director
/S/ SCOTT R. FRANCIS
- - -------------------------------------------- Chief Financial Officer, June 17, 1998
Scott R. Francis Treasurer and Director
(Principal Financial Officer)
/S/ ROBERT E. TOMLINSON
- - -------------------------------------------- Chief Accounting Officer June 17, 1998
Robert E. Tomlinson (Principal Accounting Officer)
/S/ RICHARD J. WILLIAMS Director June 17, 1998
- - --------------------------------------------
Richard J. Williams
/S/ SAMUEL H. SCHWARTZ Director June 17, 1998
- - --------------------------------------------
Samuel H. Schwartz
/S/ DAVID S. HERSHBERG Director June 17, 1998
- - --------------------------------------------
David S. Hershberg
</TABLE>
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION PAGE
4.3 - Shareholder Protection Rights Agreement*
5 -- Opinion of Holland & Knight LLP
23.1 -- Consent of Deloitte & Touche LLP -- OutSource International,
Inc.
23.2 -- Consent of Deloitte & Touche LLP -- LM Investors, Inc.
23.3 -- Consent of Holland & Knight LLP (included in opinion filed
as Exhibit 5)
24 - Power of Attorney (included on the signature page of this
Registration Statement)
- - ------------
* Incorporated by reference to the Exhibits to Amendment No. 1 to the Company's
Registration Statement on Form
S-1 (Registration Statement No. 333-33443) as filed with the Commission on
September 23, 1997.
Exhibit 5
HOLLAND & KNIGHT LLP
One East Broward Boulevard
Fort Lauderdale, Florida 33301
June 17, 1998
OutSource International, Inc.
1144 East Newport Center Drive
Deerfield Beach, Florida 33442
Re: OutSource International, Inc. (the "Company") - Registration
Statement on Form S-8
Ladies & Gentlemen:
You have requested our opinion in connection with the above-referenced
Registration Statement, (the "Registration Statement") in connection with the
registration for sale of an aggregate of 1,040,000 shares (the "Shares") of the
common stock, $.001 par value per share, of the Company (the "Common Stock"),
which may be issued by the Company to participants in The OutSource
International, Inc. Stock Option Plan (the "Plan").
We have reviewed copies of the Articles of Incorporation and Bylaws of the
Company, and have examined such corporate documents and records and other
certificates, and have made such investigations of law, as we have deemed
necessary in order to render the opinion hereinafter set forth.
Based upon and subject to the foregoing, we are of the opinion that the Shares
are duly authorized, and, assuming the Company receives at least par value
for the Shares, when the Shares are fully paid for in accordance with the terms
and conditions set forth in the Plan, such Shares will be, assuming no changes
in the applicable law or pertinent facts, validly issued, fully paid and
nonassessable.
We hereby consent to the use of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not hereby admit that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
HOLLAND & KNIGHT LLP
/s/ HOLLAND & KNIGHT LLP
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
OutSource International, Inc. on Form S-8 of our report dated March 18, 1998,
appearing in the Annual Report on Form 10-K and Annual Report on Form 10-K/A,
dated April 2, 1998, of OutSource International, Inc. for the year ended
December 31, 1997.
/S/DELOITTE & TOUCHE LLP
Ft. Lauderdale, Florida
June 16, 1998
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
OutSource International, Inc. on Form S-8 of our report dated April 21, 1998 on
the financial statements of LM Investors, Inc. for the year ended December 31,
1997, appearing in the Current Report on Form 8-K/A, dated May 4, 1998, of
OutSource International, Inc.
/S/DELOITTE & TOUCHE LLP
Chicago, Illinois
June 16, 1998
