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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COMPLETE BUSINESS SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
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MICHIGAN 38-2606945
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
32605 West Twelve Mile Road
Suite 250
Farmington Hills, Michigan 48334
(Address of Principal Executive Offices) (Zip Code)
COMPLETE BUSINESS SOLUTIONS, INC.
1996 STOCK OPTION PLAN
(Full title of the plan)
-----------------------------------
Rajendra B. Vattikuti
President and Chief Executive Officer
32605 West Twelve Mile Road
Suite 250
Farmington Hills, Michigan 48334
(248) 488-2088
(Name, address and telephone number, including area code, of agent for services)
---------------------------------
Copy to:
Arthur Dudley, II., Esq.
Butzel Long
150 W. Jefferson, Ste. 900
Detroit, Michigan 48226-4430
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered (2) Offering Price per Aggregate Offering Registration
Registered Share Price Fee
<S> <C> <C> <C> <C>
Common Stock
(no par value) to 1,083,634 $16.52 (1) $17,901,634 $5,425
be issued upon exercise
of options granted under
the 1996 Stock Option Plan
</TABLE>
(1) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee based on a weighted average exercise
price per share of $16.52.
(2) Pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to
be sold or offered pursuant to the employee benefit plan described herein.
<PAGE> 2
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I will be sent
or given, as requested, to plan participants in the Complete Business
Solutions, Inc. 1996 Stock Option Plan as specified by Rule 428(b)(1) of
the Securities Act of 1933, as amended. In accordance with the
instructions of Part I of Form S-8, such documents will not be filed with
the Securities and Exchange Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 of the Securities Act. These documents and the
documents incorporated by reference pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute the prospectus as
required by Section 10(a) of the Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Complete Business Solutions,
Inc., a Michigan corporation (the "Company"), with the Securities and
Exchange Commission (the "Commission") are incorporated by reference into
this Registration Statement:
(a) The Company's Registration Statements on Form S-1,
(Commission File No. 333-32739 and 333-33981, and the prospectus
filed with the Commission pursuant to Rule 424(b)(4) under the
Securities Act of 1933, as amended (the "Securities Act"), that
contains audited financial statements for the Company's latest
fiscal year for which such statements have been filed;
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997 (Commission File No. 0-22141).
(c) The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997 (Commission File No. 0-22141).
(d) The description of the Company's Common Stock which is
contained in the Form 8-A Registration Statement filed by the
Company with the Commission on February 14, 1997 (Commission File
No. 0-22141), including any amendment or report filed for the
purpose of updating such description; and
(e) All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act") , prior to the filing of the post-effective
amendment which indicates that all securities offered have been sold
or that deregisters all securities remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part of this
Registration Statement from the date of the filing of such
documents.
The documents incorporated by reference herein contain forward-looking
statements that involve risks and uncertainties. The Company's actual results
may differ significantly from the results discussed in the forward-looking
statements. Factors that might cause such a difference include, but are not
limited to, the risks identified in the respective documents incorporated by
reference.
<PAGE> 3
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 561 and 562 of the Michigan Business Corporation Act authorizes
a corporation to indemnify directors and officers against expenses, including
attorneys' fees, judgments, penalties, fines and amounts paid in settlement if
the person acted in good faith and in a manner reasonably believed to be in or
not opposed to, the best-interest of the corporation or its shareholders, and
with respect to a criminal proceeding if the person had no reasonable cause to
believe his or her conduct was unlawful.
The Company's bylaws require the Company to indemnify, to the full
extent permitted by law, every person who was or is a party, or is threatened to
be made a party to a threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative and whether
formal or informal, including actions by or in the right of the Corporation by
reason of the fact that they are a person who is or was a director, officer,
partner, trustee, employee or agent of the Company or another foreign or
domestic corporation, partnership, joint venture, trust or other enterprise,
whether for profit or not, serving or having served at the request of the
Company as a director or officer of another corporation in which the Company
owns shares of capital stock, or of which it is a creditor. Expenses that are
subject to indemnification include attorneys' fees, judgments, penalties, fines
and amounts paid in settlement incurred in connection with the action, suit or
proceeding. The right to indemnification is recognized by the Corporation as
a contract right.
If a claim is made by a party and not paid in full by the Corporation
within 30 days after a written claim has been received by the Corporation, the
claimant can 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 of prosecuting such
claim. However, it shall be a defense to any such action that the claimant has
not met the standards of conduct which make it permissible under applicable law
for the Corporation to indemnify the claimant for the amount claimed.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits
Exhibit
Number
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5.1 Opinion Butzel Long
10.1* Complete Business Solutions, Inc., 1996 Stock Option Plan
10.2* Form of Incentive Stock Option Agreement
23.1 Consent of Arthur Andersen LLP, independent accountants
23.2 Consent of Butzel Long (included in Exhibit 5.1)
24.1 Power of Attorney (see page II-5)
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<PAGE> 4
* Incorporated by reference to the Registrant's Registration
Statement on Form S-1 (file No. 333-18413), dated as of December 20,
1996, as amended.
Item 9. Undertakings.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made of the securities registered hereby, 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 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;
(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 the undertakings set forth in paragraphs (1)(i)
and (1)(ii) above do not apply if the registration statement is on Form S-8 and
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
Exchange Act of 1934 that are incorporated by reference in this 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 offer 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 post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) 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 (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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of 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 the final adjudication of such issues.
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Farmington Hills, State of Michigan on
September 11, 1997.
COMPLETE BUSINESS SOLUTIONS, INC.
s/ Rajendra B. Vattikuti
------------------------------------------
By: Rajendra B. Vattikuti
President and Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Complete Business Solutions,
Inc. hereby severally constitute and appoint Rajendra B. Vattikuti and Timothy
S. Manney and each of them singly, our true and lawful attorneys with full
power to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all pre-effective and post-effective amendments to said
Registration Statement, and generally to do all such things in our names and on
our behalf in our capacities as officers and directors to enable Complete
Business Solutions, Inc. to comply with the provisions of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys, or any of them, to said Registration Statement
and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
s/ Rajendra B. Vattikuti President, Chief Executive September 11, 1997
- -------------------------- Officer and Director
Rajendra B. Vattikuti (Principal Executive Officer)
s/ Timothy S. Manney Executive Vice President September 11, 1997
- -------------------------- of Finance and Administration
Timothy S. Manney Treasurer and Director
(Principal Financial and
Accounting Officer)
Director September ___, 1997
- --------------------------
Frank D. Stella
s/ Douglas S. Land Director September 11, 1997
- --------------------------
Douglas S. Land
Director September ___, 1997
- --------------------------
John A. Stanley
</TABLE>
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
5.1 Opinion of Butzel Long
10.1* 1996 Stock Option Plan
10.2* Form of Incentive Stock Option Agreement
23.1 Consent of Arthur Andersen LLP, independent accountants
23.2 Consent of Butzel Long (included in Exhibit 5.1)
24.1 Power of Attorney (see page II-5)
</TABLE>
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* Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (File No. 333-18413, dated as of December 20, 1996 as amended).
<PAGE> 1
BUTZEL LETTERHEAD
EXHIBIT 5.1
Detroit Office
September 11, 1997
Complete Business Solutions, Inc.
32605 West Twelve Mile Road, Suite 250
Farmington Hills, Michigan 48344
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
You have requested our opinion in connection with the above-captioned
Registration Statement on Form S-8 to be filed by Complete Business Solutions,
Inc., a Michigan corporation (the "Company"), with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (the "Act"), and
the rules and regulations promulgated thereunder (the "Rules"). The
Registration Statement relates to the offering of up to 1,083,634 shares (the
"Shares") of the Company's, no par value common stock (the "Common Stock"),
that may be issued from time to time pursuant to the Complete Business
Solutions, Inc. 1996 Stock Option Plan (the "Plan").
We have examined such records and documents relating to the incorporation
of the Company and to the authorization and issuance of Shares under the Plan
and have made such examination of law as we considered necessary to form a
basis for the opinions set forth herein. In our examination, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals, and the conformity with the originals of all documents
submitted to us as copies thereof.
Based upon such examination and subject to the foregoing, it is our
opinion that the Company is a corporation duly incorporated and in existence
under the laws of the State of Michigan and the Common Stock has been duly
authorized and, when issued in accordance with the terms and conditions of the
Plan will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Company's Registration Statement on Form S-8. In doing so, we do not admit we
are in the category of persons whose consent is required under Section 7 of the
Act or under the Rules.
Very truly yours,
/s/ Butzel Long
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BUTZEL LONG
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ARTHUR ANDERSEN LLP
EXHIBIT 23.1
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 Registration Statement of our report dated January
29, 1997 (except with respect to the matter discussed in Note 13, as to which
the date is February 11, 1997) included in Complete Business Solutions, Inc.'s
Registration Statement on Form S-1 (Commission File Number 333-32739) for the
year ended December 31, 1996 and to all reference to our Firm included in this
Form S-8 Registration Statement.
Arthur Andersen LLP
Detroit, Michigan,
September 8, 1997
