<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 2, 1999
REGISTRATION NO. 333-
===============================================================================
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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REMEDYTEMP, INC.
(Exact name of Registrant as specified in its charter)
101 ENTERPRISE
ALISO VIEJO, CALIFORNIA 92656
(949) 425-7600
(Address of Principal Executive Offices)
CALIFORNIA 95-2890471
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
AMENDED AND RESTATED REMEDYTEMP, INC.
1996 STOCK INCENTIVE PLAN
(Full title of the plan)
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<S> <C>
COSMAS N. LYKOS RONALD BEARD, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL GIBSON, DUNN & CRUTCHER LLP
101 ENTERPRISE 4 PARK PLAZA, SUITE 1800
ALISO VIEJO, CALIFORNIA 92656 IRVINE, CALIFORNIA 92614-8557
(949) 425-7600 (949) 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)
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED (1) PER SHARE(2) PRICE(2) FEE
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, par
value $0.01 per share 575,000 (3) 13.28125 7,636,718.75 $2123.01
============================================================================================================
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(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this
Registration Statement also covers shares issued pursuant to
antidilution provisions set forth in the Amended and Restated
RemedyTemp, Inc. 1996 Stock Incentive Plan (the "Plan"). In addition,
pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the Plan.
(2) 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 March 29, 1999 on the Nasdaq National Market.
(3) Represents an increase in the number or shares authorized for issuance
under the Plan.
<PAGE> 2
This Registration Statement on Form S-8 is filed by RemedyTemp, Inc.
(the "Company") relating to an additional 575,000 shares of the Company's Class
A Common Stock, par value $0.01 per share (the "Common Stock"), issuable to
officers, directors, key employees and consultants of the Company upon exercise
of stock options or pursuant to certain other awards granted under the Amended
and Restated RemedyTemp, Inc. 1996 Stock Incentive Plan (the "Plan"), amended
effective February 17, 1999 to increase to 1,800,000 the number of shares that
may be issued pursuant to awards under the Plan, and consists of only those
items required by General Instruction E to Form S-8.
INCORPORATION OF PREVIOUSLY FILED REGISTRATION STATEMENT
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Pursuant to General Instruction E to Form S-8, the contents of (a) the
Registration Statement on Form S-8 (Registration No. 333-11307), filed with the
Securities and Exchange Commission on September 3, 1996, and (b) the
Registration Statement on Form S-8 (Registration No. 333-47581), filed with the
Securities and Exchange Commission on March 3, 1998, are incorporated herein by
reference and made a part hereof.
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 which 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 constituted a part of this Registration
Statement.
ITEM 8. EXHIBITS.
4.1 Specimen Stock Certificate*
4.2 Shareholder Rights Agreement*
4.3 Amended and Restated Articles of Incorporation of the Company**
5.1 Opinion of Cosmas N. Lykos, Vice President and General Counsel
to the Company, as to the legality of the securities being
registered
23.1 Consent of PricewaterhouseCoopers LLP, independent accountants
24 Power of Attorney (contained on signature page hereto)
* Incorporated by reference to the exhibit of the same number to
the Company's Registration Statement on Form S-1 (Reg. No.
333-4276), as amended.
** Incorporated by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-1 (Reg. No. 333-4276), as
amended.
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SIGNATURES
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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 Aliso Viejo, State of California, on April 2, 1999.
REMEDYTEMP, INC.
By: /s/ Paul W. Mikos
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Paul W. Mikos
President and
Chief Executive Officer
POWER OF ATTORNEY
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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.
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NAME TITLE DATE
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/s/ Paul W. Mikos Director, President and Chief April 2, 1999
- --------------------------------- Executive Officer (Principal
Paul W. Mikos Executive Officer)
/s/ Alan M. Purdy Chief Financial Officer (Principal April 2, 1999
- --------------------------------- Financial Officer and Principal
Alan M. Purdy Accounting Officer)
/s/ Robert E. McDonough, Sr. Director, Chairman of the Board April 2, 1999
- ---------------------------------
Robert E. McDonough, Sr.
/s/ William D. Cvengros Director April 2, 1999
- ---------------------------------
William D. Cvengros
/s/ James L. Doti Director April 2, 1999
- ---------------------------------
James L. Doti
/s/ Robert A. Elliott Director April 2, 1999
- ---------------------------------
Robert A. Elliott
/s/ J. Michael Hagan Director April 2, 1999
- ---------------------------------
J. Michael Hagan
/s/ John Zaepfel Director April 2, 1999
- ---------------------------------
John Zaepfel
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INDEX TO EXHIBITS
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Sequentially
Exhibit No. Description Numbered Page
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4.1 Specimen Stock Certificate *
4.2 Shareholder Rights Agreement *
4.3 Amended and Restated Articles of Incorporation **
5.1 Opinion of Cosmas N. Lykos, Vice President and General
Counsel to the Company, as to the legality of the securities
being registered
23.1 Consent of PricewaterhouseCoopers LLP, independent
accountants
24.1 Power of Attorney (contained on signature page hereof)
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* 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.
** Incorporated by reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-1 (Reg. No. 333-4276), as amended.
<PAGE> 1
EXHIBIT 5.1
April 2, 1999
RemedyTemp, Inc.
101 Enterprise
Aliso Viejo, CA 92656
Re: Registration Statement on Form S-8
for Amended and Restated 1996 Stock Incentive Plan
Ladies and Gentlemen:
I have acted as your counsel in connection with the preparation of a
Registration Statement on Form S-8 (the "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"), an additional 575,000
shares of RemedyTemp, Inc. (the "Company") Class A Common Stock, par value $0.01
per share (the "Common Stock"), available to be issued pursuant to awards
granted under the Company's Amended and Restated 1996 Stock Incentive Plan (the
"Plan").
For purposes of rendering this opinion, I have made such legal and
factual examinations as I have deemed necessary under the circumstances and, as
part of such examination, I 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 I 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 my
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.
Very truly yours,
/s/ Cosmas N. Lykos
Cosmas N. Lykos, Esq.
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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 13, 1998, which appears on
page 25 of the 1998 Annual Report to Shareholders of RemedyTemp, Inc., which is
incorporated by reference in RemedyTemp, Inc.'s Annual Report on Form 10-K for
the year ended September 27, 1998. We also consent to the incorporation by
reference of our report on the Financial Statement Schedule, which appears on
page 16 of such Annual Report on Form 10-K.
PRICEWATERHOUSECOOPERS LLP
/s/ PRICE WATERHOUSE COPPERS LLP
Costa Mesa, California
March 31, 1999
