<PAGE> 1
----------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
COMPLETE BUSINESS SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
------------------------------------
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.
1997 EMPLOYEE STOCK PURCHASE 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
------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Title of Securities Amount Proposed Maximum Proposed Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share (1) Offering Price(1) Fee (1)
Common Stock
(no par value) 1,000,000 $27.56 $27,560,000 $8,135
</TABLE>
(1) Estimated in accordance with Rule 457(c) and (h) under the Securities
Act of 1933 on the basis of the average of the high and low prices of
the Common Stock as reported on the Nasdaq National Market on June 16,
1998.
<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. 1997 Employee Stock Purchase 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 subsequently 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 Registration Statement on Form S-4 (Commission File No.
333-56355) that contains audited financial statements for the
Company's latest fiscal year for which such statement has been
filed.
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998 (Commission File No. 0-22141).
(c) The Company's Annual Report on Form 10-K for the year ended
December 31, 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 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.
Sections 561 and 562 of the Michigan Business Corporation Act
authorize 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 Description
- --------------- -----------
4.1 The Company's Restated Articles of Incorporation
(incorporated herein by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-1 (Registration
Statement No. 333-18413)).
4.2 The Company's Amended and Restated Bylaws (incorporated
herein by reference to Exhibit 3.2 to the Company's
Registration Statement on Form S-4 (Registration Statement
No. 333-36355)).
5.1 Opinion of Butzel Long as to the legality of the securities
being offered.
<PAGE> 4
10.1 Complete Business Solutions, Inc. 1997 Employee Stock
Purchase Plan.
23.1 Consent of Arthur Andersen LLP, independent public
accountants.
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Deloitte & Touche LLP.
23.4 Consent of Butzel Long (included in Exhibit 5.1).
24.1 Power of Attorney (see page II-5).
- --------------------------------------------------------------------------------
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.
<PAGE> 5
(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> 6
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 June 29,
1998.
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 June 29, 1998
- ------------------------- Officer and Director
Rajendra B. Vattikuti (Principal Executive Officer)
/s/ Timothy S. Manney Executive Vice President June 29, 1998
- ------------------------- Of Finance and Administration
Timothy S. Manney Treasurer and Director
(Principal Financial and
Accounting Officer)
/s/ Frank D. Stella Director June 29, 1998
- -------------------------
Frank D. Stella
/s/ Douglas S. Land Director June 29, 1998
- -------------------------
Douglas S. Land
</TABLE>
<PAGE> 7
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ John A. Stanley Director June 29, 1998
- ---------------------
John A. Stanley
Director June __, 1998
- ---------------------
Charles Costello
Director June __, 1998
- ---------------------
Ronald K. Machtley
</TABLE>
<PAGE> 8
EXHIBIT INDEX
EXHIBIT DESCRIPTION
NUMBER
4.1 The Company's Restated Articles of Incorporation (incorporated herein
by reference to Exhibit 3.1 to the Company's Registration Statement
on Form S-1 (Registration Statement No. 333-18413)).
4.2 The Company's Amended and Restated Bylaws (incorporated herein by
reference to Exhibit 3.2 to the Company's Registration Statement on
Form S-4 (Registration Statement No. 333-36355)).
5.1 Opinion of Butzel Long as to the legality of the securities being
offered.
10.1 Complete Business Solutions, Inc. 1997 Employee Stock Purchase Plan
23.1 Consent of Arthur Andersen LLP, independent public accountants.
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Deloitte & Touche LLP.
23.4 Consent of Butzel Long (included in Exhibit 5.1).
24.1 Power of Attorney (see page II-5).
- --------------------------------------------------------------------------------
<PAGE> 1
EXHIBIT 5.1
[BUTZEL LONG LETTERHEAD]
Detroit Office
June 24, 1998
Complete Business Solutions, Inc.
32605 West Twelve Mile Road, Suite 250
Farmington Hills, Michigan 48344
RE: REGISTRATION STATEMENT ON FORM S-8 FOR COMPLETE BUSINESS
SOLUTIONS, INC. 1997 EMPLOYEE STOCK PURCHASE PLAN
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 1,000,000 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. 1997
Employee Stock Purchase 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
<PAGE> 2
June 24, 1998
Page 2
documents submitted to us as originals, and the conformity with the originals of
all documents submitted to us as copies thereof. For purposes of this opinion,
we have assumed that, at the Special Meeting of Shareholders to be held on
July 22, 1998, the Company's Shareholders shall have approved the CBSI Share
Proposal described in the Notice of Special Meeting of Shareholders and Joint
Proxy/Prospectus dated June 12, 1998.
Based upon such examination and subject to the foregoing, it is our
opinion that the Common Stock will be duly authorized and, when issued in
accordance with the terms and conditions of the Plan will be validly issued,
fully paid and nonassessable.
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.
This opinion is based upon currently existing statutes, rules and
regulations and we are not obligated to advise you of any change in any of these
sources of law or subsequent legal or factual developments which might affect
any matters or opinions set forth herein.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Company's Registration Statement on Form S-8. In doing so, we do not admit that
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
BUTZEL LONG
<PAGE> 1
EXHIBIT 10.1
COMPLETE BUSINESS SOLUTIONS, INC.
1997 EMPLOYEE STOCK PURCHASE PLAN
1. Purpose of Plan
The 1997 Employee Stock Purchase Plan of Complete Business Solutions,
Inc. (the "Plan") as adopted by the Board of Directors is intended to provide a
method whereby employees of Complete Business Solutions, Inc. and any subsidiary
corporation thereof (the "Company" or "CBSI") will have the opportunity to
purchase shares of CBSI, no par value, common stock (the "Common Stock") at a
price that is less than fair market value on the date of purchase. This Plan is
voluntary and intended to qualify as an Employee Stock Purchase Plan within the
meaning of Section 423 of the Internal Revenue Code of 1986, as amended (the
"Code").
2. Definitions
(a) EMPLOYEE means any person who is customarily employed for 20 hours per
week by CBSI or any CBSI subsidiary and who shall have completed (90) days of
service to CBSI or any CBSI subsidiary.
(b) MONETARY COMPENSATION means regular straight-time earnings, payments for
overtime, shift differentials, bonuses, cost of living allowances and sales
commissions, all prior to deduction of taxes.
(c) ACCOUNT means the account established for each Participant.
(d) BOARD means the Board of Directors of CBSI.
(e) OFFERING COMMENCEMENT DATE means the date as of which an Offering shall
commence, as determined pursuant to the Plan and specified in each Offering.
(f) OFFERING TERMINATION DATE means the date as of which an Offering shall
terminate, as determined pursuant to the Plan and specified in each Offering.
(g) PURCHASE PRICE means the price per Share at which Stock may be purchased
under the Plan, which shall not be less than 85% of the lower of the fair market
value of a Share on the Offering Commencement Date or the Offering Termination
Date as published in the Wall Street Journal.
(h) PLAN ADMINISTRATOR means the Director of Benefits and Personnel of the
Company.
<PAGE> 2
3. Eligibility
(a) Any Employee who is employed by the Company, or any subsidiary, on the date
his or her participation in the Plan is to become effective shall be
eligible to participate in the Plan.
(b) Not withstanding any provision of the Plan to the contrary, no Employee
shall be granted an option under the Plan:
(i) if, immediately after the grant of the option, such Employee
would own stock, and or outstanding options to purchase stock,
possessing 5% or more of the total combined voting power or value
of all classes of stock of the Company or of any subsidiary of
the Company; or
(ii) if such Employee would have rights, under all employee stock
purchase plans of CBSI and its subsidiaries, to purchase more
than $25,000 of CBSI Common Stock based on the fair market value
of CBSI Common Stock.
4. Offering Dates
The Plan will be implemented by making consecutive offerings every six
months commencing in January 1998 and continuing until 1,000,000 shares have
been issued under the Plan.
5. Payroll Deductions
(a) Each Employee shall become a participant pursuant to the terms of an
Offering by filing an election to participate in that Offering and by completing
a payroll deduction authorization within such time as may be specified in such
Offering. The election shall authorize a specified dollar amount of each payroll
deduction that the Employee wishes to apply to the purchase of Stock in the
Offering. Such payroll deduction shall be no less than 1% and no more than 10%
of the Employee's Monetary Compensation. Payroll deductions shall commence with
the first regular payroll period coinciding with or ending on the Commencement
Date of the Offering, or at such other time as may be specified in such Offering
and shall end on the earlier of the last regular payroll period coinciding with
or ending before the Expiration Date or, if earlier, upon the termination of the
Participant's employment with the Company.
(b) A participant may not make any changes to his or her participation during
any Offering and, specifically, a participant may not during an Offering, alter
the amount of his or her payroll deductions for such offering. An employee may
make a change in his or her payroll deduction for a subsequent Offering by
filing a new Authorization with the Plan Administrator prior to the Offering
Commencement Date of such Offering.
2
<PAGE> 3
6. Granting of Option
(a) For each Offering, a participating employee shall be deemed to have been
granted an option (the "Option") to purchase, on the applicable Offering
Termination Date, the number of shares of Common Stock determined as follows: a
minimum of 85% of the market value of a share of Common Stock on the applicable
Offering Commencement Date or Offering Termination Date, whichever is lower,
shall be divided into the amount in such employee's payroll deduction account on
such date. The market value of Common Stock shall be determined as provided in
subparagraph (b) below.
(b) The purchase price of a share of Common Stock purchased with payroll
deductions made during each Offering (the "Option Exercise Price") shall be a
minimum of 85% of the lower of the closing price of the Common Stock on the
Nasdaq National Market, as published in the Wall Street Journal, on the Offering
Commencement Date or the Offering Termination Date, whichever is lower,
applicable to such Offering (or the next regular business date on which shares
of Common Stock shall be traded in the event that no shares of Common Stock
shall have been traded on the Offering Commencement Date or the Offering
Termination Date ,as applicable).
7. Exercise of Option
With respect to each Offering during the term of the Plan:
(a) unless a participant provides written notice of withdrawal to the
Company as hereinafter provided, his or her Option will be deemed
to have been exercised automatically on the Offering Termination
Date applicable to such Offering, for the purpose of the number of
full shares of Common Stock which the accumulated payroll
deductions in his or her account at that time will purchase at the
applicable Purchase Price;
(b) by written notice to the Plan Administrator at any time prior to
the Offering Termination Date applicable to any such Offering, a
Participant may elect to withdraw all the accumulated payroll
deduction in his or her account at such time;
(c) fractional shares will not be issued under the Plan and any
accumulated payroll deductions which would have been used to
purchase fractional shares shall be carried over and applied to
any subsequent Offering or Offerings unless withdrawn by the
Employee.
3
<PAGE> 4
8. Delivery
(a) As promptly as is practicable after the Offering Termination Date
of each Offering, the Company will deliver to each participant, certificates
representing the shares of Common Stock purchased under the Plan.
(b) Unless otherwise specified by the Board at or prior to the
Commencement Date of any Offering, the Minimum Holding Period with respect to
shares purchased under such Offering shall be two (2) years from the
Commencement Date of that Offering and one year from the date the certificates
representing the shares of Common Stock are issued.
9. Withdrawal
(a) As provided in Paragraph 7(b), a participant may withdraw payroll
deductions credited to his or her account under any Offering at any time prior
to the applicable Offering Termination Date by giving written notice of
withdrawal to the Plan Administrator. All of the Participant's payroll
deductions credited to his or her account will be paid to the Participant
promptly after receipt of such notice of withdrawal and no further payroll
deductions will be made from his or her Monetary Compensation during such
Offering.
(b) A Participant's withdrawal from an Offering will not have any
effect upon his or her eligibility to participate in any succeeding Offering or
in any similar plan which may hereafter be adopted by the Company; provided,
however,
(i) that any Participant that withdraws from an Offering in
accordance with Paragraph 7(b) may not participate in another
Offering for six months following such withdrawal.
(c) Upon termination of the Participant's employment for any reason,
including retirement but excluding death or disability while employed by the
Company or a subsidiary, the payroll deductions credited to his or her account
will be returned to the Participant or, in the case of his or her death
subsequent to the termination of employment, to the persons entitled thereto
under Paragraph 13.
(d) Upon termination of the Participant's employment because of
disability or death, the Participant or his or her beneficiary shall have the
right to elect, by written notice given to the Plan Administrator prior to the
expiration of the period of 30 days commencing with the date of the disability
or death of the participant, either
(i) to withdraw all of the payroll deductions credited to the
participant's account under the Plan; or
4
<PAGE> 5
(ii) to exercise the Participant's option to purchase an amount of
Common Stock on the Offering Termination Date following
the date of the participant's disability or death. Such
purchase shall be for the number of full shares of Common
Stock that can be purchased with the accumulated payroll
deductions in the participant's account at the date of the
participant's disability or death. Any excess in such account
will be returned to the participant or said beneficiary.
In the event that no written notice of election is duly received by the Plan
Administrator, the Participant or beneficiary shall automatically be deemed to
have elected to withdraw the payroll deductions credited to the participant's
account at the date of the participant's disability or death and the same will
be paid promptly to the Participant or beneficiary.
10. Interest
No interest will be paid or allowed on any money paid into the Plan or
credited to the account of any Participant.
11. Stock
(a) The maximum number of shares of Common Stock which shall be made available
for sale under the Plan is 1,000,000 shares. If the total number of shares for
which Options are exercised on any Offering Termination Date in accordance with
paragraph 7, exceed the number of shares of Common Stock which remain available
for issue under the Plan, the Company shall make a pro rata allocation of the
shares available for delivery and distribution in as nearly a uniform manner as
shall be practicable and as it shall determine to be equitable, and the balance
of payroll deductions credited to the account of each participant under the Plan
shall be returned to him or her as promptly as possible. The Company may
purchase shares on the open market in order to have shares available for
purchase by participants in each Offering.
(b) The Participant has no interest in the Common Stock covered by his or her
Option and has no right to any dividend or distribution until such Option has
been exercised.
(c) Common Stock to be delivered to a participant under the Plan will be
registered in the name of the Participant, or, in the names of the Participant
and one other person as may be designated by the Participant in writing prior to
the Offering Termination Date, as joint tenants with rights of survivorship.
(d) A Participant will possess all the rights and privileges of a stockholder
will respect to all the Shares held in his or her account under the Plan,
including the right to vote such shares, and will receive all dividends,
distributions, and stockholder communications with respect to such Shares.
Except as provided in Section 8(a),
5
<PAGE> 6
however, Shares shall remain in the Account until the expiration of the Minimum
Holding Period with respect to such Shares as determined by the Board at or
prior to the Commencement Date of the Offering.
12. Administration
The Plan shall be administered by the Compensation Committee appointed by
the Board (the "Committee"). The Officer of the Company charged with day-to-day
administration of the Plan shall, for matters involving the Plan, be an
ex-officio member of the Committee. The Committee shall interpret the provisions
of the Plan and adopt any rules or regulations for administering the Plan,
subject to the final jurisdiction of the Board. Any rule or regulation adopted
by the Committee shall remain in full force and effect unless or until altered,
amended, or repealed by the Committee or the Board.
13. Designation of Beneficiary
A Participant may file a written designation of a beneficiary who is to
receive any shares of Common Stock and/or cash in the event of the death of the
Participant prior to the delivery of such shares or cash to the Participant.
Such designation of beneficiary may be changed by the Participant at any time by
written notice to the Plan Administrator. Upon the death of the Participant and
receipt by the Company of proof of identity and existence of the Participant's
death, the Company shall deliver such stock and/or cash to such beneficiary. In
the event of the death of a Participant and in the absence of validly designated
or living beneficiary, the Company in its sole discretion, may deliver such
stock and/or cash to the spouse or to any one or more dependents of the
Participant as the Company may designate. No beneficiary shall prior to the
death of the Participant, acquire any interest in the stock or cash credited to
the Participant under the Plan.
14. Transferability
Neither payroll deductions credited to a Participant's account nor any
rights with regard to the exercise of an Option or to receive stock under the
Plan may be assigned, transferred, pledged, or otherwise disposed of in any way
by the Participant otherwise than by will or laws of descent and distribution.
Any such attempted assignment, transfer, pledge or other disposition shall be
without effect, except that the Company may treat such act as an election to
withdraw funds in accordance with Paragraph 7(b).
15. Use of Funds
All payroll deductions received or held by the Company under this Plan
may be used by the Company for any corporate purpose and the Company is not
obligated to segregate such payroll deductions.
6
<PAGE> 7
16. Effect of Changes in Common Stock
In the event of any changes in the Company's outstanding Common Stock
by reason of stock dividend, subdivision, combination and exchange of shares,
recapitalizations or mergers in which the Company is the surviving corporation,
the aggregate number and class of shares available under this Plan and the
Purchase Price per share shall be appropriately adjusted by the Board whose
determination shall be conclusive. Any such adjustments may provide for the
elimination of any fractional share which would otherwise become subject to any
Options.
17. Amendment or Termination
The Board may terminate or amend the Plan at any time. No termination
will affect Options previously granted. No amendment may change any Option
previously granted which would adversely affect the rights of any participant.
No amendment to the Plan may be made that would (a) materially increase the
benefits accruing to participants under the Plan, (b) materially increase the
number of shares which may be issued under the Plan, or (c ) materially modify
the requirements as to eligibility for participation under the Plan without the
approval of a majority of the stockholders of the Company within twelve (12)
months of such amendment.
18. Notices
All notices or other communications by a Participant to the Company in
connection with the Plan shall be deemed to have been duly given when received
by the Plan Administrator.
19. Merger or Consolidation
In the event of a merger or consolidation of the Company with one or
more corporations as result of which the Company is not the surviving
corporation, or upon the sale of substantially all of the property or stock of
the Company to another corporation, the Committee or the Board may, in its sole
discretion and in connection with such transaction, cancel each outstanding
option and refund all sums previously collected from Participants under the
canceled outstanding options, or in its sole discretion, cause each Participant
with outstanding options to have his or her options exercised immediately prior
to such transaction and thereby have the balance of his or her account applied
to the purchase of whole shares at the Purchase Price. The balance of the
account not so applied will be refunded to the Participant. In the event of a
merger in which the Company is the surviving entity, each Participant is
entitled to receive, for each Share as to which such Participant's outstanding
rights to purchase would be exercised, as nearly as reasonably may be determined
by the Committee or the Board, in its sole discretion, the securities or
property that a holder of one share was entitled to receive upon the merger.
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20. Approval of Stockholders
The Plan has been adopted by the Board of Directors of the Company, but
is subject to the approval of the stockholders of the Company within twelve
months of the date of adoption of the Plan by the Board of Directors.
Notwithstanding any other provision of the Plan, no Option shall be exercised
unless and until the stockholders of the Company approve the Plan.
21. Registration and Qualification of the Plan
No Option shall be exercised under the Plan until such time as the
Company has qualified or registered the shares which are subject to the options
under the applicable Federal Securities Laws to the extent required by such
laws.
22. No Employment Right
Neither this Plan nor any action taken hereunder shall be construed as
giving any right to any individual to be retained as an officer or employee of
the Company.
23. Tax Withholding
The Company shall have the right to deduct from all payments hereunder
any federal, state, local, or employment taxes that it deems are required by law
to be withheld with respect to such payments.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our reports dated February 6, 1998
(except with respect to the matter discussed in Note 15 as to which the date is
March 19, 1998), and May 8, 1998, included in the Complete Business Solutions,
Inc. Form 10-K for the year ended December 31, 1997 and Form S-4, respectively,
and to all references to our Firm included in this Registration Statement. Our
report on the Complete Business Solutions, Inc. financial statements previously
filed on Form 10-K for the year ended December 31, 1997, and incorporated by
reference in this Registration Statement, is no longer appropriate since
restated financial statements have been presented on Form S-4 giving effect to
a business combination accounted for as a pooling-of-interests.
ARTHUR ANDERSEN LLP
Detroit, Michigan
June 26, 1998
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference, in this registration statement of
Complete Business Solutions, Inc. on Form S-8 (related to Complete Business
Solutions, Inc. 1996 Stock Option Plan) of our report dated October 25, 1997,
on our audits of the financial statements of Synergy Software, Inc. as of
December 31, 1996 and for the years ended December 31, 1996 and 1995, which
report is included in a Form S-4 (Commission File No. 333-56355) and
incorporated by reference in the most recent Annual Report on Form 10-K of
Complete Business Solutions, Inc. (Commission File No. 0-22141).
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Chicago, Illinois
June 30, 1998
<PAGE> 1
Exhibit 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Complete Business Solutions, Inc. on Form S-8 of our report dated February 9,
1998 on the balance sheets of c.w. Costello & Associates, inc. as of December
31, 1997 and 1996 and the related statements of operations, stockholders'
equity and of cash flows for each of the three years in the period ended
December 31, 1997, appearing in Registration Statement (No. 333-36355) on Form
S-4 of Complete Business Solutions, Inc.
/s/ Deloitte & Touche LLP
Hartford, Connecticut
June 26, 1998
