<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.
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
------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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)
<S> <C> <C> <C> <C>
Common Stock
(no par value) to 4,000,000 $27.56 $110,240,000 $32,538
be issued upon exercise
of options granted under
the 1996 Stock Option Plan
</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
The contents of the Registration Statement on Form S-8 (Registration
No. 333-35316) filed by Complete Business Solutions, Inc. (the
"Company") with the Securities and Exchange Commission on September 11,
1997 to register Common Stock to be issued pursuant to the Complete
Business Solutions, Inc. 1996 Stock Option Plan (the "Stock Option
Plan") are hereby incorporated herein by reference. This Registration
Statement is being filed to increase the number of shares registered
pursuant to the Stock Option Plan by 4,000,000 shares.
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 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 Company's Registration Statement on Form S-8 (Commission
File No. 333-35316).
(e) 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
(f) 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
<PAGE> 3
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.
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
<PAGE> 4
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.
10.1 Complete Business Solutions, Inc. Amended 1996 Stock Option
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.
<PAGE> 5
(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> 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
/s/ John A. Stanley Director June 29, 1998
- -------------------------
John A. Stanley
Director June __, 1998
- -------------------------
Charles Costello
Director June __, 1998
- -------------------------
Ronald K. Machtley
<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. Amended 1996 Stock Option 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. 1996 STOCK OPTION 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 4,000,000 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. 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
<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
AMENDED, 1996 COMPLETE BUSINESS
SOLUTIONS, INC.
STOCK OPTION PLAN
1. ESTABLISHMENT OF PLAN
The Complete Business Solutions, Inc. Stock Option Plan (the "Plan")
was formulated by Complete Business Solutions, Inc. (the "Company") to encourage
employees of the Company and its subsidiaries to acquire common stock in the
Company through Incentive Stock Options (as hereinafter defined) and to permit
the Company to offer Nonqualified Options (as hereinafter defined) to persons
including without limitation directors, consultants and employees of the
Company. It is believed that the Plan will encourage such employees and other
persons to have a greater financial investment in the Company through ownership
of its common stock, will further stimulate their efforts on the Company's
behalf, will tend to maintain and strengthen their desire to remain with the
Company, and generally will be in the best interests of the Company and its
shareholders.
The following is a statement of the Plan, as adopted by the Board of
Directors on July 10, 1996 and approved by the shareholders on September 10,
1996 and amended by shareholders at the Annual Meeting of Shareholders on May 8,
1998.
2. TYPES OF OPTIONS
Options granted under the Plan may be of two types: (a) "Incentive
Stock Options" designed to comply with the requirements of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code") and (b) other options
("Nonqualified Options"). Eligible Employees (as defined in Section 14) under
the Plan may be granted either Incentive Stock Options, Nonqualified Options, or
both but the nature of each option shall be clearly designated at the time of
the grant. Persons who are not Employees of the Company on the date of grant may
only be granted Nonqualified Options. To the extent that any option designated
as an "Incentive Stock Option" under the Code, on the date of grant, shall fail,
for any reason whatsoever, to qualify for treatment as an "Incentive Stock
Option" under the Code, such option shall not lapse or terminate, but shall
become a Nonqualified Option for purposes of the Plan and the Code.
3. AMOUNT OF STOCK SUBJECT TO THE PLAN
The total number of shares of common stock of the Company which may be
sold pursuant to options granted under the Plan from its date of inception and
pursuant to previously granted nonqualified options shall not exceed 7,247,454.
The shares sold under the Plan may be either authorized and unissued stock or
treasury stock. In the event that any options granted under the Plan shall
terminate or expire for any reason
<PAGE> 2
without having been exercised in full, the shares not purchased under the
options shall be available again for the purposes of the Plan.
4. ADMINISTRATION
Except as herein otherwise provided, the Plan shall be administered by
the Board of Directors (the "Board") or under the supervision and on behalf of
the Board of Directors of the Company by a Committee (the "Committee") composed
of two or more directors who shall be appointed and may be removed by a majority
vote of the Board of Directors. Subject to the express provisions of the Plan,
the Board or the Committee shall have authority in its discretion to determine
the Employees to receive Incentive Stock Options and Employees or other persons
to receive Nonqualified Options, the times when they shall receive them, the
option price and term of each option, the period during which each option may be
exercised, and the number of shares to be subject to each option.
Subject to the express provisions of the Plan, the Board or the
Committee shall also have authority to construe the respective option agreements
and the Plan, to prescribe, amend and rescind rules and regulations relating to
the Plan, to determine the fair market value of any stock subject to the Plan,
to determine the terms and provisions of the respective option agreements (which
need not be uniform) and to make all other determinations necessary or advisable
for administering the Plan. The Board or the Committee may correct any defect or
supply any omission or reconcile any inconsistency in the Plan or in any option
agreement, in the manner and to the extent that it shall deem necessary to carry
it into effect, and it shall be the sole and final judge of such correction. The
determination of the Board or the Committee on the matters referred to in this
paragraph shall be conclusive and binding on the Company and the persons to whom
options are granted.
An option granted to a director, an option agreement, other contract or
other transaction under the Plan between the Company and a director, or any
other action taken by the Board or the Committee under the Plan in which a
director is otherwise interested is not void or voidable solely because of such
interest, or solely because any such director is present at the meeting of the
Board or the Committee which authorizes or approves any such option, option
agreement, contract, transaction or action, or solely because his vote is
counted for such purposes, if any of the following conditions is satisfied:
(a) the option, option agreement, contract, transaction or
other action is fair and reasonable to the Company when it is
authorized, approved or ratified;
(b) the material facts as to any such director's relationship
or interest as to the option, option agreement, contract, transaction
or action are disclosed or known to the Board or the Committee and the
Board or the Committee authorizes, approves or ratifies the option,
option agreement, contract,
2
<PAGE> 3
transaction or action by a vote sufficient for the purpose without
counting the vote of any such director, or
(c) the material facts as to any such director's relationship
or interest and as to the option, option agreement, contract,
transaction or action are disclosed or known to the shareholders and
they authorize, approve or ratify the option or transaction.
5. ELIGIBILITY
Only Employees shall be eligible to receive Incentive Stock Options
under the Plan. Employees and other persons shall be eligible to receive
Nonqualified Options under the Plan. An Employee or other person who has been
granted an option under the Plan or any other stock option plan of the Company
may be granted additional options.
No Incentive Stock Option shall be granted under the Plan to any
individual who, immediately before such option is granted, owns stock possessing
more than ten percent (10%) of the total combined voting power of all classes of
stock of the Company or its parent or subsidiary corporations, with the
application of the constructive attribution rules of Section 424 of the Code.
However, the foregoing restriction on granting of Incentive Stock Options shall
not apply if at the time the option is granted the option price is at least 110%
of the fair market value of the stock subject to the option and such option by
its terms is not exercisable after the expiration of five years from the date
such option is granted. The aggregate fair market value of the stock (determined
at the time the option is granted) with respect to which Incentive Stock Options
granted to an individual first become exercisable in any calendar year (under
all plans of the Company or any of its parent or subsidiary corporations) shall
not exceed $100,000.
6. OPTION PRICES AND PAYMENT
The purchase price of each share of common stock provided under each
Incentive Stock Option granted pursuant to the Plan shall be a price not less
than the greater of the par value of the stock or the fair market value of the
stock on the date of the granting of the Incentive Stock Option as is determined
in good faith by the Board or the Committee. The purchase price of common stock
issuable upon exercise of options granted under the Plan shall be paid in full
in cash on the date of exercise, or upon such other terms and conditions or such
other consideration as the Board or the Committee shall deem appropriate.
The proceeds of the sale of stock, subject to the options, are to be
added to the general funds of the Company and used for its corporate purposes.
3
<PAGE> 4
7. PERIOD OF OPTION AND CERTAIN LIMITATIONS ON THE RIGHT TO EXERCISE
The period of time which the Employee must remain in the continuous
employ of the Company or a parent or subsidiary of the Company and the period of
time other optionees must wait from the date the options are granted before they
can exercise any part of the option shall be determined by the Board or the
Committee and shall be contained in the stock option agreement between each such
holder and the Company. In no event, may an Employee or other optionee exercise
any option granted under the Plan after that date which is more than ten (10)
years from the date of the grant or after such earlier date as may be provided
herein. At the time of the exercise of the option, the holder of the option (or
the purchaser acting under Section 11 below) may be required to represent to the
Company that (1) at that time of exercise it is such holder's present intention
to acquire the shares for investment and not with a view to distributing the
shares and (2) neither the option nor any shares acquired upon exercise of the
option will be sold or otherwise transferred unless such transaction is
registered under the Securities Act of 1933 and any applicable state securities
laws or an exemption from such registration is available.
8. NONTRANSFERABILITY OF OPTIONS
No option granted under the Plan shall be transferable, otherwise than
by Will or by the laws of descent and distribution, nor shall any option be
pledged or hypothecated in any way (whether by operation of law or otherwise).
An option may be exercised during the lifetime of its holder only by such
holder. Any attempt to circumvent this Section shall cause the option and the
rights and privileges conferred by the option to become automatically null and
void.
9. RESTRICTIONS ON SALE OF SHARES
Shares issued pursuant to the exercise of an Incentive Stock Option
under the Plan may not be disposed of by the Employee until the expiration of 12
months after the transfer of such shares to the Employee and 24 months from the
date of grant.
10. TERMINATION OF EMPLOYMENT
Upon the termination of the employment of the holder of an option for
reasons other than death or disability, the rights of such holder shall be those
contained in his stock option agreement. Incentive Stock Options granted under
the Plan shall not be affected by any change of employment if the holder
continues to be an Employee. Option agreements may contain such provisions as
the Board or the Committee shall approve regarding the effect of leaves of
absence guaranteed by statute or contract. Nothing in the Plan or in any option
granted under it shall confer any right to continue in the employ of the Company
or any of its subsidiaries or interfere in any way with the
4
<PAGE> 5
right of the Company or any of its subsidiaries to terminate any employment at
any time.
11. DEATH OR DISABILITY OF HOLDER OF OPTION
In the event of the death or disability of a holder of an option under
the Plan, the option theretofore granted to him may be exercised after his death
or disability by his estate or his legal representative if the option would have
otherwise been exercisable by him and, in the case of Incentive Stock Options,
if he was employed by the Company at the time of death or disability and the
Incentive Stock Option is exercised within three months after the termination of
employment because of death or one year after the termination of employment
because of disability. Notwithstanding the foregoing, all options must be
exercised during the option term and also subject to all the conditions of the
Plan.
12. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, ETC.
Notwithstanding any other provision of the Plan, in the event of any
change in the outstanding common stock of the Company by reason of a stock
dividend, stock split, recapitalization, merger, consolidation, split-up,
split-off, spin-off, combination, or exchange of shares, and the like, the
aggregate number and class of shares available under the Plan and the number and
class of shares subject to each outstanding option and the option prices shall
be appropriately adjusted by the Board or the Committee whose determination
shall be conclusive and in accordance with each Option Agreement. In the event
of any merger, consolidation, or sale or transfer by the Company of
substantially all its assets, the date of termination of any options outstanding
under the Plan and the date on or after which such options, or any portion of
such options not then exercisable, may be exercised, shall be advanced to a date
to be fixed by the Board or the Committee, which date shall not be more than 15
days prior to such merger, consolidation or sale or transfer; provided that the
Company or the shareholders of the Company, immediately after the transaction:
(1) will not own more than 50% of the voting power of the corporation surviving
the transaction; or (2) if the Company and the other corporation both survive
the transaction, will not own more than 50% of the voting power of the Company
and more than 50% of the corporation or business acquired.
13. AMENDMENT AND TERMINATION
Unless the Plan theretofore shall have been terminated as hereinafter
provided, the Plan shall terminate on December 31, 2006 and no option under it
shall be granted thereafter. The Board of Directors of the Company at any time
prior to that date may terminate the Plan, or make such changes in it and
additions to it as the Board of Directors of the Company shall deem advisable;
provided that, to the extent required by Section 422 of the Code, any such
amendments shall be approved by the shareholders within 12 months of their
adoption by the Board of Directors in order to be effective. No
5
<PAGE> 6
termination or amendment of the Plan may, without the consent of the holder of
an option then existing, terminate his option or materially and adversely affect
his rights under the option.
14. DEFINITION OF EMPLOYEE
For purposes of the Plan, the term "Employee" means regular employees
of the Company and its parents or subsidiaries, who are executive, managerial or
other salaried employees, including officers, whether or not directors of the
Company.
6
<PAGE> 1
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
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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
