<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 3, 1996
REGISTRATION NO. 333-_________________
============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
REMEDYTEMP, INC.
(Exact name of Registrant as specified in its charter)
32122 CAMINO CAPISTRANO
SAN JUAN CAPISTRANO, CALIFORNIA 92675
(714) 661-1211
(Address of Principal Executive Offices)
CALIFORNIA 95-2890471
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1996 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
_________________________
<TABLE>
<S> <C>
ALAN M. PURDY BRIAN W. COPPLE, ESQ.
CHIEF FINANCIAL OFFICER GIBSON, DUNN & CRUTCHER LLP
32122 CAMINO CAPISTRANO 4 PARK PLAZA, SUITE 1800
SAN JUAN CAPISTRANO, CALIFORNIA 92675 IRVINE, CALIFORNIA 92614-8557
(714) 661-1211 (714) 451-3874
(Name, address, zip code, and telephone number, (Name, address, zip code, and telephone number,
including area code, of agent for service) including area code, of agent for service)
</TABLE>
_________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TITLE OF AMOUNT TO BE PER SHARE(1) PRICE(1) REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED FEE
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, par
value $0.01 per share 250,000 $15.94 $3,985,000 $1,374.14
=============================================================================================================
</TABLE>
(1) Estimated solely for purposes of determining the registration fee
pursuant to Rule 457(h) and Rule 457(c) based on the average of the
high and low prices for the Class A Common Stock of RemedyTemp, Inc. as
reported on August 27, 1996 on the Nasdaq National Market. According
to the terms of the 1996 Employee Stock Purchase Plan, the purchase
price is an amount equal to 85% of the fair market value of a share of
Class A Common Stock of RemedyTemp, Inc. as of the exercise date or the
enrollment date (both of which are future dates) whichever is lower.
Accordingly, solely for purposes of determining the registration fee,
the proposed maximum offering price per share is calculated as 85% of
the average of the high and low prices for the Class A Common Stock of
RemedyTemp, Inc. as reported on August 27, 1996 on the Nasdaq National
Market.
===============================================================================
This Registration Statement on Form S-8 contains 9 sequentially numbered
pages. The Exhibit Index appears at sequentially numbered page 6.
===============================================================================
<PAGE> 2
This Registration Statement on Form S-8 is filed by RemedyTemp, Inc.
(the "Company") relating to 250,000 shares of the Company's Class A Common
Stock, par value $0.01 per share (the "Common Stock"), issuable to employees of
the Company under the RemedyTemp, Inc. 1996 Employee Stock Purchase Plan (the
"Plan").
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
----------------------------------------------------
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
*Information required by Part I of Form S-8 to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended (the "Securities Act"),
and the 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, which previously have been filed by the
Company with the Securities and Exchange Commission (the "Commission"), are
incorporated herein by reference and made a part hereof:
(a) The Company's prospectus filed with the Commission pursuant to
Rule 424(b) under the Securities Act on July 12, 1996 as part of
the Company's Registration Statement on Form S-1 (Registration
No. 333-4276);
(b) The Company's quarterly report on Form 10-Q filed with the
Commission on August 16, 1996 for the quarter ended June 30,
1996; and
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the
Commission on June 7, 1996, which incorporates by reference the
description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-1 (Registration No.
333-4276), including any amendment or report filed for the
purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to
the date of this Registration Statement and prior to the filing of a
post-effective amendment hereto that indicates that all securities offered
hereunder have been sold or that deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents.
For purposes of this Registration Statement, any statement contained in
a document incorporated or deemed to be incorporated herein by reference shall
be deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed document that also is or is deemed to
be incorporated herein by reference modifies or supersedes such statement in
such document. 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.
1
<PAGE> 3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by the California General Corporation Law, the Company's
Amended and Restated Articles of Incorporation (the "Articles of Incorporation")
and its Amended and Restated Bylaws (the "Bylaws") provide that a director will
not be personally liable for monetary damages to the Company or its shareholders
for breach of fiduciary duty as a director, except for liability for (i) acts or
omissions by the director that involve intentional misconduct or a knowing and
culpable violation of law; (ii) acts or omissions that a director believes to be
contrary to the best interests of the Company or its shareholders or that
involve the absence of good faith on the part of the director; (iii)
transactions from which the director derived an improper benefit; (iv) acts or
omissions by the director that show a reckless disregard for the director's duty
to the Company or its shareholders in circumstances in which the director was
aware, or should have been aware, in the ordinary course of performing a
director's duties, of a risk of serious injury to the Company or its
shareholders; (v) acts or omissions by the director that constitute an unexcused
pattern of inattention that amounts to an abdication of the director's duty to
the Company or its shareholders; (vi) unlawful distributions, loans or
guarantees as set forth in Section 316 of the California Corporations Code; and
(vii) unlawful transactions between the director and the Company, as provided in
Section 310 of the California Corporations Code. These provisions do not limit
or eliminate the rights of the Company or its shareholders to seek non-monetary
relief, such as an injunction or rescission.
The Company has entered into individual indemnification agreements
governed by California law with each of its directors and certain officers. The
indemnification agreements require the Company to pay, subject to certain
limitations, all amounts attributable to any claims made against such an officer
or director arising out of acts by such officer or director in their capacity
as, or solely because of their position as, an officer and/or director of the
Company, provided that such persons acted in good faith and in a manner he or
she reasonably believed to be in the best interests of the Company and its
shareholders, and in the case of a criminal proceeding, had no reasonable cause
to believe that his or her conduct was unlawful. In addition, the indemnity
agreements provide generally that the Company will advance expenses incurred by
directors and executive officers in any action or proceeding as to which they
may be entitled to indemnification subject to certain exceptions. The Company
carries directors and officers indemnity insurance.
The indemnification provisions in the Company's Articles of
Incorporation and Bylaws and the indemnification agreements entered into between
the Company and its non-employee directors may permit indemnification for
liabilities arising under the Securities Act. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Specimen Stock Certificate (filed as Exhibit 4.1 to the Company's
Registration Statement on Form S-1 (Registration No. 333-4276), as
amended, and incorporated herein by reference)
4.2 Shareholder Rights Agreement (filed as Exhibit 4.2 to the Company's
Registration Statement on Form S-1 (Registration No. 333-4276), as
amended, and incorporated herein by reference)
5.1 Opinion of Gibson, Dunn & Crutcher LLP as to the legality of the
securities being registered
23.1 Consent of Price Waterhouse LLP, independent accountants
23.2 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5
hereto)
2
<PAGE> 4
24.1 Power of Attorney (contained on signature page hereto)
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) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission 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 therein, 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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 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 a final adjudication of such issue.
3
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Juan Capistrano, State of California, on
August 29, 1996.
REMEDYTEMP, INC.
By: /s/ Paul W. Mikos
-------------------------
Paul W. Mikos
President and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Paul W. Mikos and Alan M. Purdy his true and lawful attorneys-in-fact and
agents, each acting alone, with full powers 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, each acting alone, with full powers 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 that all said
attorneys-in-fact and agents, each acting alone, 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 by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
<S> <C> <C>
/s/ Paul W. Mikos Director, President and Chief Executive August 29, 1996
- ---------------------------------- Officer (Principal Executive Officer)
Paul W. Mikos
/s/ Alan M. Purdy Chief Financial Officer (Principal Financial August 29, 1996
- --------------------------------- Officer and Principal Accounting Officer)
Alan M. Purdy
/s/ Robert E. McDonough, Sr. Director, Chairman of the Board August 29, 1996
- ----------------------------------
Robert E. McDonough, Sr.
/s/ Susan McDonough Mikos Director, Secretary August 29, 1996
- ----------------------------------
Susan McDonough Mikos
/s/ William D. Cvengros Director August 29, 1996
- ----------------------------------
William D. Cvengros
/s/ James L. Doti Director August 29, 1996
- ----------------------------------
James L. Doti
/s/ John P. Unroe Director August 29, 1996
- ----------------------------------
John P. Unroe
/s/ John Zaepfel Director August 29, 1996
- ----------------------------------
John Zaepfel
</TABLE>
4
<PAGE> 6
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Numbered
Exhibit No. Description Page
----------- ----------- ------------
<S> <C> <C>
4.1 Specimen Stock Certificate *
4.2 Shareholder Rights Agreement *
5.1 Opinion of Gibson, Dunn & Crutcher LLP as to the legality of the
securities being registered
23.1 Consent of Price Waterhouse LLP independent accountants
23.2 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1
hereto)
24.1 Power of Attorney (contained on signature page hereof)
* Incorporated by reference to the exhibit of same number to the registrant's Registration Statement on
Form S-1 (Reg. No. 333-4276), as amended.
</TABLE>
5
<PAGE> 1
EXHIBIT 5.1
[GIBSON, DUNN & CRUTCHER LLP LETTERHEAD]
August 30, 1996
(714) 451-3800 C 75293-00036
RemedyTemp, Inc.
32122 Camino Capistrano
San Juan Capistrano, CA 92675
Re: Registration Statement on Form S-8
for Employee Stock Purchase Plan
Ladies and Gentlemen:
We have acted as your counsel in connection with the preparation of a
Registration Statement to be filed with the Securities and Exchange Commission
on the date hereof, to register, under the Securities Act of 1933, as amended
(the "Act"), 250,000 shares of the Company's Class A Common Stock, par value
$0.01 per share (the "Common Stock"), to be sold pursuant to the Company's 1996
Employee Stock Purchase Plan (the "Plan").
For purposes of rendering this opinion, we have made such legal and
factual examinations as we have deemed necessary under the circumstances and, as
part of such examination, we have examined originals and copies, certified or
otherwise, identified to our satisfaction, of the Plan, the Company's Amended
and Restated Articles of Incorporation and Amended and Restated Bylaws, and the
records of corporate proceedings and other actions taken by the Company in
connection with the Plan and the Common Stock issuable thereunder, and such
other documents, corporate records and other instruments as we have deemed
necessary or appropriate. Based upon the foregoing and in reliance thereon, and
subject to (i) compliance with applicable state securities laws and (ii) the
effectiveness of the Registration Statement pursuant to the Act, it is our
opinion that the Common Stock, when issued and paid for in accordance with the
Registration Statement and the Plan, will be validly issued, fully paid and
non-assessable.
<PAGE> 2
GIBSON, DUNN & CRUTCHER LLP
RemedyTemp, Inc.
August 30, 1996
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and we further consent to the use of our name under the
caption "Legal Matters" in the Prospectus forming a part of said Registration
Statement. In giving this consent, we do not thereby admit that we are within
the category of persons whose consent is required under Section 7 of the Act or
the Rules and Regulations thereunder.
Very truly yours,
GIBSON, DUNN & CRUTCHER LLP
BWC/CNL
<PAGE> 1
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 November 7, 1995 except as to Note 10
which is as of July 8, 1996, which appears on page F-2 of RemedyTemp, Inc.'s
Registration Statement on Form S-1, for the three years ended October 1, 1995.
We also consent to the application of such report to the Financial Statement
Schedule for the three years ended October 1, 1995 listed under Item 16(b) of
the Registration Statement on Form S-1 when such schedule is read in
conjunction with the financial statements referred to in our report. The
audits referred to in such report also included this schedule.
Price Waterhouse LLP
Costa Mesa, California
August 29, 1996
