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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
ROBERT HALF INTERNATIONAL INC.
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(Name of Registrant as Specified In Its Charter)
ROBERT HALF INTERNATIONAL INC.
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
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ROBERT HALF INTERNATIONAL INC.
2884 SAND HILL ROAD
MENLO PARK, CALIFORNIA 94025
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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
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TO BE HELD
THURSDAY, JUNE 23, 1994
9:00 A.M.
To the Stockholders:
A special meeting of stockholders of ROBERT HALF INTERNATIONAL INC. (the
"Company") will be held at 9:00 a.m. on Thursday, June 23, 1994 at 2884 Sand
Hill Road, Suite 200, Menlo Park, California 94025. The meeting will be held for
the following purposes:
1. To approve an amendment to the Company's Restated Certificate of
Incorporation that would increase the number of authorized common and preferred
shares and decrease the par value.
2. To transact such other business as may properly come before the meeting
or any adjournment of the meeting.
Only stockholders of record at the close of business on May 12, 1994 are
entitled to notice of, and to vote at, the meeting and any adjournment of the
meeting.
BY ORDER OF THE BOARD OF DIRECTORS
STEVEN KAREL, SECRETARY
Menlo Park, California
May , 1994
--IMPORTANT--
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND RETURN THE
ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POST-PAID ENVELOPE. IF
YOU ATTEND THE MEETING AND SO DESIRE, YOU MAY WITHDRAW YOUR PROXY AND VOTE IN
PERSON.
THANK YOU FOR ACTING PROMPTLY.
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ROBERT HALF INTERNATIONAL INC.
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PROXY STATEMENT
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INTRODUCTION
The enclosed proxy is solicited on behalf of the present Board of Directors
(sometimes referred to as the "Board") of Robert Half International Inc., a
Delaware corporation (the "Company"), the principal executive offices of which
are located at 2884 Sand Hill Road, Menlo Park, California 94025. The
approximate date on which this proxy statement and the enclosed proxy are being
mailed to the Company's stockholders is May , 1994. The proxy is solicited for
use at the annual meeting of stockholders (the "Meeting") to be held at 9:00
a.m. on Thursday, June 23, 1994, at the principal executive offices of the
Company. Only stockholders of record on May 12, 1994 will be entitled to notice
of, and to vote at, the Meeting and any adjournment of the Meeting. Each share
is entitled to one vote. At the close of business on May 12, 1994 the Company
had outstanding and entitled to vote shares of its common stock, $1 par
value ("Common Stock").
A stockholder giving a proxy in the form accompanying this proxy statement
has the power to revoke the proxy prior to its exercise. A proxy can be revoked
by an instrument of revocation delivered prior to the Meeting to the Secretary
of the Company, by a duly executed proxy bearing a date later than the date of
the proxy being revoked, or at the Meeting if the stockholder is present and
elects to vote in person. Solicitation of proxies may be made by directors,
officers or employees of the Company by telephone or personal interview as well
as by mail. Costs of solicitation will be borne by the Company.
An automated system administered by the Company's transfer agent will
tabulate votes cast at the Meeting. Abstentions and broker non-votes are each
included in the determination of the number of shares present and voting, and
each is tabulated separately. Abstentions are counted in tabulations of the
votes cast on proposals presented to stockholders or with respect to election of
directors, whereas broker non-votes are not counted for purposes of determining
whether a proposal has been approved or a nominee has been elected.
PROPOSAL TO INCREASE AUTHORIZED COMMON AND PREFERRED STOCK
The Board of Directors the Company has approved and recommends that the
stockholders approve a proposal to amend Section 4.A of the Company's Restated
Certificate of Incorporation to increase the authorized shares of the Company's
common stock (the "Common Stock") from 30,000,000 shares to 100,000,000 shares,
to increase the authorized shares of the Company's preferred stock (the
"Preferred Stock") from 500,000 shares to 5,000,000 shares, and to reduce the
par value of the Common Stock and the Preferred Stock from $1.00 per share to
$0.001 per share.
The text of Section 4.A of the Restated Certificate of Incorporation, as
proposed to be amended, reads as follows:
"A. Authorized Capital. The Corporation is authorized to issue two
classes of shares of stock to be designated respectively "preferred" and
"common." The total number of shares which the Corporation is authorized
to issue is one hundred five million (105,000,000), and the aggregate
par value of all shares that are to have a par value shall be $105,000.
The number of common shares authorized is one hundred million
(100,000,000), each such share to have a par value of $.001, and the
number of preferred shares authorized is five million (5,000,000), each
such share to have a par value of $.001."
The Board of Directors of the Company is considering the declaration and
payment of a stock dividend at a future date, subject to appropriate market and
other conditions. The Board of Directors believes that, in the event the
dividend is declared and paid, an insufficient number of authorized and
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unissued shares of Common Stock would remain available for use in future
corporate actions. As a result, the Board of Directors of the Company believes
the proposed increase in the authorized shares of Common Stock and Preferred
Stock and the reduction of the par value is in the best interests of the Company
and its stockholders. These actions would provide the Company with needed
flexibility to act with respect to possible future financings, investment
opportunities, acquisitions, stock dividends and other corporate purposes
without the delay and expense involved in obtaining stockholder approval each
time an event requiring the issuance of shares may arise. The Company has no
present plans to issue additional shares of Common Stock or Preferred Stock in
the near future, other than in connection with the possible stock dividend
referred to above. If the proposed amendment is approved at the special meeting,
the Board will then consider, in light of then-existing market conditions, the
appropriateness of declaring and paying a stock dividend.
The availability of authorized but unissued shares of Common Stock might be
deemed to have the effect of preventing or discouraging an attempt by another
person to obtain control of the Company, because the additional shares could be
issued by the Board of Directors, which could dilute the stock ownership of such
person. The Company has no plans for such issuances and this proposal is not
being proposed in response to a known effort to acquire control of the Company.
Adoption of the amendment to the Restated Certificate of Incorporation
requires the vote of a majority of the outstanding shares of the Company's
Common Stock.
THE BOARD OF DIRECTORS BELIEVES THAT THE PROPOSAL IS IN THE BEST INTEREST OF
THE COMPANY AND ITS STOCKHOLDERS AND UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS
VOTE FOR THE PROPOSAL. PROXIES SOLICITED BY THE BOARD WILL BE SO VOTED UNLESS
STOCKHOLDERS SPECIFY A CONTRARY CHOICE IN THEIR PROXIES.
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BENEFICIAL STOCK OWNERSHIP
The following table sets forth information as of April 30, 1994 concerning
beneficial ownership of Common Stock by (i) the only persons known to the
Company to be beneficial owners of 5% or more of the outstanding Common Stock,
(ii) each director, (iii) the five executive officers of the Company who had the
highest combination of salary and bonus during 1993, and (iv) all executive
officers and directors as a group. Included in share ownership are shares that
may be acquired upon the exercise of options that are currently exercisable or
become exercisable on or before June 30, 1994 ("Exercisable Options").
<TABLE>
<CAPTION>
SHARES OF PERCENT
COMMON STOCK OF
BENEFICIALLY COMMON
NAME OF BENEFICIAL OWNER OWNED(A) STOCK
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<S> <C> <C>
The Fulcrum III Limited Partnership............... 1,845,497(b) 13.6%(b)
600 Madison Avenue
New York, NY 10022
The Second Fulcrum III Limited Partnership........ 1,254,503(b) 9.2%(b)
600 Madison Avenue
New York, NY 10022
Edward W. Gibbons................................. 110,000(b)(c) 0.8%(b)
600 Madison Avenue
New York, NY 10022
Todd Goodwin...................................... 10,000(b)(c) 0.1%(b)
600 Madison Avenue
New York, NY 10022
FMR Corp. ........................................ 1,441,900(d) 10.6%
82 Devonshire Street
Boston, MA 02109
Putnam Investments, Inc. ......................... 822,010(e) 6.1%
One Post Office Square
Boston, MA 02109
Frederick P. Furth................................ 528,750(f) 3.9%
J. Stephen Schaub................................. 522,456(g) 3.9%
Harold M. Messmer, Jr............................. 247,110(h) 1.8%
Andrew S. Berwick, Jr. ........................... 44,000(i) 0.3%
Thomas J. Ryan.................................... 36,553(i) 0.3%
Frederick A. Richman.............................. 1,000 0.01%
M. Keith Waddell.................................. 66,170(j) 0.5%
Robert W. Glass................................... 53,652(k) 0.4%
Steven Karel...................................... 15,502(l) 0.1%
Barbara J. Forsberg............................... 8,104(m) 0.1%
All executive officers and directors as a group
(13 persons)(b)(c)(f)(g)(h)(i)(j)(k)(l)(m)...... 4,767,662(n) 34.4%
<FN>
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(a) Named persons have sole voting and investment power, except as otherwise
indicated.
(b) Edward W. Gibbons and Todd Goodwin, directors of the Company, are general
partners of Gibbons, Goodwin, van Amerongen ("GGvA"), 600 Madison Avenue,
New York, NY 10022, which is the sole general partner of The Fulcrum III
Limited Partnership and The Second Fulcrum III Limited Partnership ("the
Fulcrums"). The other general partners of GGvA are Lewis W. van Amerongen
and Elizabeth V. Camp. The aggregate of 3,100,000 shares owned by the
Fulcrums may be deemed to be beneficially owned by GGvA and each of the
general partners of GGvA, including Messrs. Gibbons and Goodwin.
</TABLE>
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<TABLE>
<S> <C>
<FN>
(c) Includes 10,000 shares that may be acquired upon the exercise of
Exercisable Options.
(d) Information is as of February 11, 1994, the latest date for which
information is available to the Company. According to a Schedule 13G filed
by FMR Corp., these shares are held indirectly by FMR Corp. and Edward C.
Johnson 3d (Chairman and a significant stockholder of FMR Corp.) and
directly by various entities controlled by FMR Corp., including Fidelity
Management & Research Company and Fidelity Management Trust Company, all of
which own such shares in their capacities as investment advisers or
investment managers. According to the Schedule 13G, sole dispositive power
is held with respect to all of such shares and sole voting power is held
with respect to 136,000 of such shares.
(e) Information is as of January 26, 1994, the latest date for which
information is available to the Company. According to a Schedule 13G filed
by Putnam Investments, Inc. these shares are held indirectly by Putnam
Investments, Inc. and its parent, Marsh & McLennan Companies, Inc. and
directly by various entities controlled by Putnam Investments, Inc.,
including Putnam Investment Management, Inc. and The Putnam Advisory
Company, Inc., all of which own such shares in their capacities as
investment advisers. According to the Schedule 13G, shared dispositive
power is held with respect to all of such shares and shared voting power is
held with respect to 246,810 of such shares.
(f) Includes 35,400 shares owned by the Furth Foundation, a charitable
foundation of which Mr. Furth is a director, as to which shares Mr. Furth
has shared voting and dispositive powers, and 20,000 shares that may be
acquired upon the exercise of Exercisable Options. Also includes 750 shares
owned by Mr. Furth's wife, as to which shares he has sole voting and
dispositive power.
(g) Includes 10,000 shares that may be acquired upon the exercise of
Exercisable Options. Also includes 4,029 shares owned by Mr. Schaub's minor
children and 234 shares owned by Mr. Schaub's wife, as to which shares Mr.
Schaub disclaims beneficial ownership, and 7,000 shares held by the Schaub
Foundation, as to which shares Mr. Schaub shares voting and dispositive
power. Does not include, and Mr. Schaub disclaims beneficial ownership as
to, 407 shares owned by investment clients of Mr. Schaub, as to which
shares Mr. Schaub shares dispositive power.
(h) Includes 136,259 shares that may be acquired upon the exercise of
Exercisable Options, 89,429 shares acquired pursuant to the Company's 1989
Restricted Stock Plan or 1993 Incentive Plan, as to which shares Mr.
Messmer has sole voting power but as to which disposition is restricted
pursuant to the terms of such plans and 1,500 shares held by Mr. Messmer as
custodian for his children, as to which shares Mr. Messmer has voting and
dispositive power but disclaims beneficial ownership.
(i) Includes 20,000 shares that may be acquired upon the exercise of
Exercisable Options.
(j) Includes 30,009 shares that may be acquired upon the exercise of
Exercisable Options and 34,707 shares acquired pursuant to the Company's
1989 Restricted Stock Plan or 1993 Incentive Plan, as to which shares Mr.
Waddell has sole voting power but as to which disposition is restricted
pursuant to the terms of such plans.
(k) Includes 36,568 shares that may be acquired upon the exercise of
Exercisable Options, 15,169 shares acquired pursuant to the Company's 1989
Restricted Stock Plan or 1993 Incentive Plan, as to which shares Mr. Glass
has sole voting power but as to which disposition is restricted pursuant to
the terms of such plans, and 1,625 shares as to which Mr. Glass shares
voting and dispositive power with his wife.
(l) Includes 7,424 shares that may be acquired upon the exercise of Exercisable
Options and 7,710 shares acquired pursuant to the Company's 1989 Restricted
Stock Plan or 1993 Incentive Plan, as to which shares Mr. Karel has sole
voting power but as to which disposition is restricted pursuant to the
terms of such plans.
(m) Includes 5,854 shares that may be acquired upon the exercise of Exercisable
Options and 2,250 shares acquired pursuant to the Company's 1989 Restricted
Stock Plan or 1993 Incentive Plan, as to which shares Ms. Forsberg has sole
voting power but as to which disposition is restricted pursuant to the
terms of such plans.
</TABLE>
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<TABLE>
<S> <C>
<FN>
(n) In addition to the shares held by directors and executive officers
described in the table, as to which information is contained in the other
notes to this table, includes an aggregate of 24,365 shares held by two
other executive officers of the Company, including 13,514 shares that may
be acquired upon the exercise of Exercisable Options and 9,910 shares that
were acquired pursuant to the Company's 1989 Restricted Stock Plan or 1993
Incentive Plan, as to which shares the respective officers have sole voting
power but as to which disposition is restricted pursuant to the terms of
such plans.
</TABLE>
STOCKHOLDER PROPOSALS
To be considered for presentation at the 1995 Annual Meeting of
Stockholders, a stockholder proposal must be received at the office of the
Company not later than December 1, 1994.
OTHER MATTERS
The proxy holders are authorized to vote, in their discretion, upon any
other business that comes before the Meeting and any adjournment of the Meeting.
The Board knows of no other matters which will be presented to the Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
STEVEN KAREL
SECRETARY
Menlo Park, California
May ,1994
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT
YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO SIGN AND RETURN THE
ACCOMPANYING PROXY IN THE ENCLOSED, POST-PAID ENVELOPE.
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ROBERT HALF INTERNATIONAL INC.
2884 SAND HILL ROAD
MENLO PARK, CA 94025
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Harold M. Messmer, Jr. and Andrew S.
Berwick, Jr. as Proxies, each with the power to appoint his substitute, and
hereby authorizes them to represent and to vote, as designated on the reverse
side hereof, all the shares of common stock of Robert Half International Inc.
held of record by the undersigned on May 12, 1994 at the annual meeting of
stockholders to be held on June 23, 1994 or any adjournment thereof.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
See Reverse
Side
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/X/ PLEASE MARK YOUR CHOICES LIKE THIS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.
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ACCOUNT NUMBER COMMON
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL 1.
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1. Proposal to amend the Restated 2. In their discretion, the Proxies
Certificate of Incorporation are authorized to vote upon such
other business as may properly
come before the meeting.
FOR AGAINST ABSTAIN
/ / / / / /
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Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporation name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Date ____________________, 1994
Signature ____________________
Signature, if held jointly ____________________
PLEASE MARK, SIGN, DATE AND RETURN PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
