<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 27, 1994
REGISTRATION STATEMENT NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
ROBERT HALF INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 94-1648752
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
2884 SAND HILL ROAD, SUITE 200, MENLO PARK, CALIFORNIA 94025 (415) 854-9700
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
STEVEN KAREL
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
ROBERT HALF INTERNATIONAL INC.
2884 SAND HILL ROAD, SUITE 200
MENLO PARK, CALIFORNIA 94025
(415) 854-9700
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
------------------------
WITH COPIES TO:
<TABLE>
<S> <C> <C>
LARRY W. SONSINI and PAUL C. PRINGLE
WILSON, SONSINI, GOODRICH & ROSATI BROWN & WOOD
650 Page Mill Road 555 California Street
Palo Alto, CA 94304-1050 San Francisco, CA 94104
(415) 493-9300 (415) 772-1200
</TABLE>
------------------------
Approximate date of commencement of proposed sale to the public: AS SOON AS
PRACTICABLE
AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If the only securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
reinvestment plans, check the following box. / /
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED UNIT PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock......................... 5,610,000 $18.625(a) $104,486,250(a) $36,030(a)
<FN>
(a) Estimated solely for purposes of determining the registration fee in
accordance with Rule 457, based upon the trading price of the Company's
stock on September 23, 1994.
</TABLE>
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION ON SUCH DATE OR DATES AS MAY
BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THE REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
This Registration Statement contains two forms of prospectus: one to be used
in connection with an offering in the United States and Canada (the "U.S.
Prospectus") and one to be used in a concurrent offering outside the United
States and Canada (the "International Prospectus"). The two prospectuses will be
identical in all respects except for the front and back cover pages and the
section entitled "Underwriting." Pages to be included in the International
Prospectus and not the U.S. Prospectus are marked "Alternate Page."
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED SEPTEMBER 27, 1994
PROSPECTUS
5,100,000 SHARES
ROBERT HALF INTERNATIONAL INC.
COMMON STOCK
-------------------
Of the 5,100,000 shares of Common Stock being offered, 100,000 shares are
being sold by Robert Half International Inc. (the "Company") and 5,000,000 are
being sold for the account of certain stockholders of the Company (the "Selling
Stockholders"). Of the 5,100,000 shares of Common Stock offered hereby,
4,080,000 shares are being offered in the United States and Canada by the U.S.
Underwriters and 1,020,000 shares are being offered in a concurrent offering
outside of the United States and Canada by the International Underwriters. The
Company will not receive any of the proceeds of the sale of the shares being
sold by the Selling Stockholders. The Company's Common Stock is traded on the
New York Stock Exchange under the symbol "RHI". On , 1994, the last
reported sale price of the Common Stock on the New York Stock Exchange was
$ per share.
-------------------
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN MATTERS THAT SHOULD BE
CONSIDERED BY PROSPECTIVE INVESTORS.
-------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
PROCEEDS TO
PRICE TO UNDERWRITING PROCEEDS TO SELLING
PUBLIC DISCOUNT(1) COMPANY(2) STOCKHOLDERS
<S> <C> <C> <C> <C>
Per share............................... $ $ $ $
Total (3)............................... $ $ $ $
<FN>
(1) The Company and the Selling Stockholders have agreed to indemnify the
several Underwriters against certain liabilities, including liabilities
under the Securities Act of 1933. See "Underwriting."
(2) Before deducting of expenses payable by estimated at
$ .
(3) The Company has granted the U.S. Underwriters and the International
Underwriters options exercisable within 30 days after the date hereof to
purchase up to 408,000 and 102,000 additional shares of Common Stock,
respectively, in each case to cover over-allotments, if any. See
"Underwriting." If all such shares are purchased, the total Price to Public,
Underwriting Discount and Proceeds to Company will be $ , $ and
$ , respectively.
</TABLE>
-------------------
The shares of Common Stock are being offered by the Underwriters, subject to
prior sale, when, as and delivered to and accepted by the Underwriters, and
subject to the approval of certain legal matters by counsel for the Underwriters
and to certain other conditions. The Underwriters reserve the right to withdraw,
cancel or modify any offer and to reject any order in whole or in part. It is
expected that delivery of the shares of Common Stock will be made in New York,
New York on or about , 1994.
-------------------
MERRILL LYNCH & CO. WILLIAM BLAIR & COMPANY
------------
The date of this Prospectus is , 1994.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK
OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
--------------------------
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 and in accordance therewith files reports, proxy and
information statements and other information with the Securities and Exchange
Commission. Such reports, proxy and information statements and other information
filed by the Company with the Commission can be inspected and copied at the
public reference facilities maintained by the Commission at Judiciary Plaza, 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and at the Commission's
regional offices at Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661 and at 7 World Trade Center, New York, New York
10048. Copies of such material can be obtained at prescribed rates upon request
from the Public Reference Room of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Copies of such reports, proxy and information statements
and other information concerning the Company can also be inspected at the
offices of the New York Stock Exchange at 20 Broad Street, New York, New York
10005.
ADDITIONAL INFORMATION
The Company has filed with the Commission a Registration Statement on Form
S-3 under the Securities Act of 1933 with respect to the securities offered
hereby. This Prospectus does not contain all of the information set forth in the
Registration Statement and the exhibits and schedules thereto, certain portions
of which are omitted as permitted by the rules and regulations of the
Commission. For further information with respect to the Company and the
securities offered hereby, reference is made to such Registration Statement and
exhibits and schedules. Statements contained in this Prospectus as to the
contents of any contract or any other document referred to are not necessarily
complete, and in each instance reference is made to the copy of such contract or
other document filed as an exhibit to the Registration Statement, each such
statement being qualified in all respects by such reference. The Registration
Statement, together with its exhibits and schedules, may be obtained upon
payment of a fee prescribed by the Commission, or may be inspected free of
charge at the Commission's principal office in Washington, D.C.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Robert Half International Inc. will deliver without charge to each person,
including any beneficial owner, to whom a Prospectus is delivered, upon written
or oral request of such person, a copy of any and all of the information that
has been incorporated by reference in this Prospectus (other than exhibits to
such information which are not specifically incorporated by reference into the
information that this Prospectus incorporates). Requests for information should
be directed to Secretary, Robert Half International Inc., 2884 Sand Hill Road,
Suite 200, Menlo Park, California, 94025, (415) 854-9700.
The following documents are hereby incorporated by reference in this
Prospectus:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993.
2. The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, 1994 and June 30, 1994.
3. The Company's Form 8-A relating to its Common Stock, filed with the
Commission on January 5, 1990.
4. The Company's Form 8-A relating to its Preferred Share Purchase
Rights, filed with the Commission on July 30, 1990, as amended through
amendment No. 2, filed with the Commission on December 2, 1993.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 subsequent to the date hereof and
prior to the termination of the offering (except information included in any
such document in response to Items 402(i), 402(k) or 402(l) of Regulation S-K)
shall be deemed to be incorporated by reference into this Prospectus and to be a
part hereof from the date of filing of such documents. Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
--------------------------
No action has been or will be taken in any jurisdiction by the Company or by
any Underwriter that would permit the public offering of the Common Stock or the
possession or distribution of this Prospectus in any jurisdiction where action
for that purpose is required, other than in the United States. Persons into
whose possession this Prospectus comes are required by the Company and the
Underwriters to inform themselves about and to observe any restrictions as to
the offering of the Common Stock and the distribution of this Prospectus.
2
<PAGE>
PROSPECTUS SUMMARY
THE FOLLOWING IS A SUMMARY OF CERTAIN INFORMATION CONTAINED ELSEWHERE IN
THIS PROSPECTUS OR IN THE DOCUMENTS INCORPORATED BY REFERENCE HEREIN. THIS
SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH INFORMATION. UNLESS
OTHERWISE EXPRESSLY INDICATED, ALL INFORMATION IN THIS PROSPECTUS ASSUMES THAT
THE OVER-ALLOTMENT OPTIONS GRANTED TO THE U.S. UNDERWRITERS AND THE
INTERNATIONAL UNDERWRITERS ARE NOT EXERCISED. ALL REFERENCES TO "$" OR "DOLLARS"
MEAN UNITED STATES DOLLARS. ALL SHARE AND PER SHARE AMOUNTS HAVE BEEN RESTATED
TO RETROACTIVELY REFLECT THE TWO-FOR-ONE STOCK SPLIT EFFECTED IN THE FORM OF A
STOCK DIVIDEND IN AUGUST 1994.
THE COMPANY
Robert Half International Inc. (the "Company") is the world's largest
specialized provider of temporary and permanent personnel in the fields of
accounting and finance. Its divisions include ACCOUNTEMPS-R- and ROBERT HALF-R-,
providers of temporary and permanent personnel, respectively, in the fields of
accounting and finance, OFFICETEAM-R- for highly-skilled administrative and
office personnel, RHI CONSULTING-TM- for information technology professionals
and THE AFFILIATES-R- for legal staffing. The Company helps clients fill
positions with qualified temporary and permanent personnel at every staffing
level in its specialties, including accounting positions from bookkeeper to
chief financial officer, information technology positions from PC/LAN technician
to system design and application programmer, banking positions from loan
processor to president, administrative support positions from word processor to
office manager, and legal positions from litigation support clerk to legal
administrator.
The Company is a Delaware corporation. Its principal executive offices are
located at 2884 Sand Hill Road, Menlo Park, California, 94025 and its telephone
number is (415) 854-9700.
THE OFFERING
<TABLE>
<S> <C>
Common Stock offered by:
The Company........................... 100,000 shares
The Selling Stockholders.............. 5,000,000 shares
Common Stock to be outstanding after
this offering.......................... 27, 525, 462 shares
Use of proceeds......................... Repayment of a portion of outstanding
indebtedness
New York Stock Exchange symbol.......... RHI
</TABLE>
3
<PAGE>
SUMMARY FINANCIAL DATA
<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEARS ENDED DECEMBER 31, JUNE 30,
----------------------------------------------------- --------------------
1989 1990 1991 1992 1993 1993 1994
--------- --------- --------- --------- --------- --------- ---------
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE INFORMATION AND PERCENTAGES)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net service revenues........................ $ 234,504 $ 248,557 $ 209,455 $ 220,179 $ 306,166 $ 142,019 $ 206,410
Gross margin................................ 114,822 117,765 91,872 88,304 117,874 55,764 79,993
Amortization of intangible assets........... 3,357 3,721 3,896 3,961 4,251 2,078 2,279
Income before income taxes and extraordinary
item (a)................................... 23,044 14,933 8,076 7,906 21,557 9,757 20,674
Net income.................................. 13,467 9,319 4,115 4,382 11,723 5,286 11,877
Net income per fully diluted share.......... $ .57 $ .41 $ .18 $ .18 $ .46 $ .21 $ .42
Weighted average number of fully diluted
shares..................................... 27,664 22,935 23,273 24,007 25,260 24,758 28,191
RATIO DATA:
Gross margin................................ 49.0% 47.4% 43.9% 40.1% 38.5% 39.3% 38.8%
Selling, general and administrative
expenses................................... 34.6% 36.4% 35.0% 32.8% 28.8% 29.6% 27.2%
Operating margin before amortization of
intangible assets.......................... 14.4% 11.0% 8.9% 7.3% 9.7% 9.7% 11.6%
Net income margin........................... 5.7% 3.7% 2.0% 2.0% 3.8% 3.7% 5.8%
<FN>
- ------------------------------
(a) Extraordinary gains were recorded in 1989 and 1990 in the amounts of
$345,000 and $453,000, respectively, related to the repurchase of
convertible subordinated debentures.
</TABLE>
4
<PAGE>
RISK FACTORS
IN ADDITION TO THE OTHER INFORMATION IN THIS PROSPECTUS AND DOCUMENTS
INCORPORATED BY REFERENCE HEREIN, THE FOLLOWING FACTORS SHOULD BE CONSIDERED IN
EVALUATING AN INVESTMENT IN THE SHARES OF COMMON STOCK.
DEPENDENCE UPON PERSONNEL
The Company is engaged in the personnel services business. As such, its
success or failure is highly dependent upon the performance of its management
personnel and employees, rather than upon technology or upon tangible assets (of
which the Company has few). There can be no assurance that the Company will be
able to attract and retain the personnel that are essential to its success.
HIGHLY COMPETITIVE BUSINESS
The personnel services business is highly competitive and, because it is a
service business, the barriers to entry are quite low. There are many
competitors, some of which have greater resources than the Company, and new
competitors are entering the market all the time. In addition, long-term
contracts form a negligible portion of the Company's revenue. Therefore, there
can be no assurance that the Company will be able to retain clients or market
share in the future. Nor can there be any assurance that the Company will, in
light of competitive pressures, be able to remain profitable or, if profitable,
maintain its current profit margins.
BUSINESS HIGHLY DEPENDENT UPON THE STATE OF THE ECONOMY
The demand for the Company's services is highly dependent upon the state of
the economy and upon the staffing needs of the Company's clients. Any variation
in the economic condition of the U.S. or of any of the foreign countries in
which the Company does business, or in the economic condition of any region of
any of the foregoing, or in any specific industry may severely reduce the demand
for the Company's services and thereby significantly decrease the Company's
revenue. The ROBERT HALF division has traditionally taken longer to recover from
the effects of recessions than the ACCOUNTEMPS division.
AVAILABILITY OF CANDIDATES
The Company's business consists of the placement of individuals seeking
temporary and permanent employment. There can be no assurance that qualified
candidates for employment will continue to seek temporary employment through the
Company. Qualified candidates generally seek temporary or permanent positions
through multiple sources, including the Company and its competitors. Any
shortage of qualified candidates could materially adversely affect the Company.
GOVERNMENT REGULATION
The Company's business is subject to regulation or licensing in many states
and in certain foreign countries. While the Company has had no material
difficulty complying with regulations in the past, there can be no assurance
that the Company will be able to continue to obtain all necessary licenses or
approvals or that the cost of compliance will not prove to be material. Any
inability of the Company to comply with government regulation or licensing
requirements could materially adversely affect the Company.
POTENTIAL LIABILITY TO EMPLOYEES AND CLIENTS
The Company's temporary services business entails employing individuals on a
temporary basis and placing such individuals in clients' workplaces. The
Company's ability to control the workplace environment is limited. As the
employer of record of its temporary employees, the Company incurs a risk of
liability to its temporary employees for various workplace events, including
claims of physical injury, discrimination or harassment. While such claims have
not historically had a material adverse effect upon the Company, there can be no
assurance that such claims in the future will not result in adverse publicity or
a material adverse effect upon the Company.
The Company also incurs a risk of liability to its clients resulting from
allegations of errors, omissions or theft by its temporary employees. The
Company maintains insurance with respect to many of such claims. While such
claims have not historically had a material adverse effect upon the Company,
there can be no assurance that the Company will continue to be able to obtain
insurance at a cost that does not have a
5
<PAGE>
material adverse effect upon the Company or that such claims (whether by reason
of the Company not having insurance or by reason of such claims being outside
the scope of the Company's insurance) will not result in a material adverse
effect upon the Company.
ABILITY TO CONTINUE GROWTH
There can be no assurance that the growth recently experienced by the
Company will continue in the future. Growth is dependent upon a number of
factors, including, but not limited to, the recruitment of qualified employees,
the availability of working capital, the level of competition and the ability of
the Company to control costs and maintain margins. In addition, to the extent
that past growth has occurred through acquisitions, there can be no assurance
that the Company will be able to continue to locate and acquire businesses in
the future or that any such acquisition will not have a material adverse effect
upon the performance of the Company or the ability of management to focus its
efforts on current operations.
HEALTH CARE REFORM
Various health care reform proposals, including proposals to require that
employers provide greater benefits to employees and that temporary employers
provide benefits to temporary employees, are being considered by the federal
government and certain state governments. It is impossible at present to predict
what proposals, if any, will be adopted. Therefore, there can be no assurance
that any proposals that are adopted will not have a material adverse effect upon
the Company.
USE OF PROCEEDS
The net proceeds from the sale of the shares offered by the Company are
estimated to be approximately $ ($ if the Underwriters' over-allotment
options are exercised in full), assuming a public offering price of $ . (the
last reported sale price on the New York Stock Exchange on , 1994).
The Company intends to use the proceeds for repayment of a portion of the
borrowings under the Company's revolving credit agreement, which borrowings bear
interest either at the Eurodollar rate plus 1% or prime.
The Company will not receive any of the proceeds from the sale of the shares
offered by the Selling Stockholders.
6
<PAGE>
CAPITALIZATION
The following table sets forth the capitalization of the Company at June 30,
1994, and as adjusted to reflect (i) the sale of shares of Common Stock by the
Company in this offering at an assumed public offering price of $ per share
and (ii) the application of the estimated net proceeds therefrom.
<TABLE>
<CAPTION>
ACTUAL AS ADJUSTED
---------- -----------
(IN THOUSANDS)
<S> <C> <C>
Notes payable and other indebtedness, less current portion......................... $ 3,112 $ 3,112
Bank loan (revolving credit)....................................................... 18,600
Stockholders' equity:
Common stock, $.001 par value:
authorized -- 100,000,000; issued and outstanding -- 27,330,644 actual;
27,430,644 as adjusted........................................................ 27
Capital surplus.................................................................. 67,168
Deferred compensation............................................................ (6,535) (6,535)
Accumulated translation adjustments.............................................. (536) (536)
Retained earnings................................................................ 87,318 87,318
---------- -----------
Total stockholders' equity................................................... 147,442
---------- -----------
Total capitalization............................................................... $ 169,154 $
---------- -----------
---------- -----------
</TABLE>
PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY
The Company's Common Stock is listed on the New York Stock Exchange and is
traded under the symbol RHI. The following table sets forth, for the periods
shown, the quarterly high and low sale prices per share of Common Stock as
reported on the New York Stock Exchange Composite Tape. All prices reflect the
Company's 2-for-1 stock split in August 1994.
<TABLE>
<CAPTION>
SALES PRICES
-------------------
HIGH LOW
------ ------
<S> <C> <C>
1992
First Quarter................................................................. $ 73/16 $ 51/2
Second Quarter................................................................ 615/16 53/4
Third Quarter................................................................. 57/8 51/8
Fourth Quarter................................................................ 71/4 513/16
1993
First Quarter................................................................. $ 91/16 $ 65/16
Second Quarter................................................................ 111/4 81/8
Third Quarter................................................................. 15 1011/16
Fourth Quarter................................................................ 141/8 12
1994
First Quarter................................................................. $167/16 $123/4
Second Quarter................................................................ 203/16 151/16
Third Quarter (through September 23).......................................... 231/16 183/8
</TABLE>
On September 26, 1994, the last reported sale price of the Common Stock on
the New York Stock Exchange was $18.00 per share. On September 23, 1994, there
were approximately 1,370 holders of record of the Common Stock.
No cash dividends have been paid in the last five years. The Company, as it
deems appropriate, may continue to retain all earnings for use in its business
or may consider paying a dividend in the future.
7
<PAGE>
SELECTED FINANCIAL DATA
The selected consolidated financial data set forth below as of December 31,
1992 and 1993 and for each of the years in the three year period ended December
31, 1993 have been derived from the consolidated financial statements of Robert
Half International Inc. and its subsidiaries, which have been audited by Arthur
Andersen LLP, independent auditors, which have been incorporated herein by
reference. The selected consolidated financial data set forth below as of
December 31, 1989, 1990 and 1991 and for each of the years in the two year
period ended December 31, 1990 were derived from audited consolidated financial
statements. The selected consolidated financial data set forth below as of and
for the six months ended, June 30, 1993 and 1994 have been derived from the
unaudited consolidated financial statements of the Company. Such unaudited
financial statements, in the opinion of management, include all adjustments,
consisting only of normal recurring adjustments, necessary for a fair
presentation of the results for those interim periods. Results for the six
months ended June 30, 1994 are not necessarily indicative of results to be
expected for the year ending December 31, 1994. The data presented below is
qualified by, and should be read in conjunction with, the consolidated financial
statements, related notes and other financial information incorporated herein by
reference and "Management's Discussion and Anaylsis of Financial Condition and
Results of Operations."
<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEARS ENDED DECEMBER 31, JUNE 30,
----------------------------------------------------- --------------------
1989 1990 1991 1992 1993 1993 1994
--------- --------- --------- --------- --------- --------- ---------
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE INFORMATION AND PERCENTAGES)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net service revenues.......................... $ 234,504 $ 248,557 $ 209,455 $ 220,179 $ 306,166 $ 142,019 $ 206,410
Direct costs of services, consisting of
payroll and payroll taxes for temporary
employees.................................... 119,682 130,792 117,583 131,875 188,292 86,255 126,417
--------- --------- --------- --------- --------- --------- ---------
Gross margin.................................. 114,822 117,765 91,872 88,304 117,874 55,764 79,993
Selling, general and administrative
expenses..................................... 81,157 90,518 73,326 72,136 88,074 41,981 56,085
Amortization of intangible assets............. 3,357 3,721 3,896 3,961 4,251 2,078 2,279
Interest expense.............................. 7,264 8,593 6,574 4,301 3,992 1,948 955
--------- --------- --------- --------- --------- --------- ---------
Income before income taxes and extraordinary
item......................................... 23,044 14,933 8,076 7,906 21,557 9,757 20,674
Provision for income taxes.................... 9,922 6,067 3,961 3,524 9,834 4,471 8,797
--------- --------- --------- --------- --------- --------- ---------
Income before extraordinary item.............. 13,122 8,866 4,115 4,382 11,723 5,286 11,877
Extraordinary item from repurchases of
debentures, net of income tax effects........ 345 453 -- -- -- -- --
--------- --------- --------- --------- --------- --------- ---------
Net income.................................... $ 13,467 $ 9,319 $ 4,115 $ 4,382 $ 11,723 $ 5,286 $ 11,877
--------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- ---------
Income Per Fully Diluted Share:
Income before extraordinary item.............. $ .56 $ .39 $ .18 $ .18 $ .46 $ .21 $ .42
Extraordinary item............................ .01 .02 -- -- -- -- --
--------- --------- --------- --------- --------- --------- ---------
Net income.................................... $ .57 $ .41 $ .18 $ .18 $ .46 $ .21 $ .42
--------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- ---------
Weighted average number of fully diluted
shares....................................... 27,664 22,935 23,273 24,007 25,260 24,758 28,191
RATIO DATA:
Gross margin.................................. 49.0% 47.4% 43.9% 40.1% 38.5% 39.3% 38.8%
Selling, general and administrative
expenses..................................... 34.6% 36.4% 35.0% 32.8% 28.8% 29.6% 27.2%
Operating margin before amortization of
intangible assets............................ 14.4% 11.0% 8.9% 7.3% 9.7% 9.7% 11.6%
Pretax margin................................. 9.8% 6.0% 3.9% 3.6% 7.0% 6.9% 10.0%
Net income margin............................. 5.7% 3.7% 2.0% 2.0% 3.8% 3.7% 5.8%
BALANCE SHEET DATA:
Intangible assets, net........................ $ 133,695 $ 141,728 $ 140,715 $ 143,757 $ 152,156 $ 146,119 $ 155,012
Total assets.................................. 181,437 187,844 178,207 181,999 204,598 190,766 218,243
Total debt.................................... 90,298 86,475 67,614 61,855 32,740 57,444 22,846
Stockholders' equity.......................... 68,675 77,291 84,419 90,972 133,602 98,234 147,442
</TABLE>
8
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1994 AND 1993.
Net service revenues for the six months ending June 30, 1994 increased 45.3%
compared to the six months ending June 30, 1993. Temporary service revenues
increased approximately 45.7% during the six months ended June 30, 1994,
including the revenues generated from the Company's OFFICETEAM division, which
was started in 1991 to provide highly-skilled office and administrative
personnel. Permanent placement revenues increased 42.9% during the comparable
six months ending June 30, 1994 and 1993. The revenue comparisons reflect
continued improvement in the demand for the Company's services.
Gross margin dollars increased 43.4% during the six month period ending June
30, 1994, compared with the corresponding six month period ending June 30, 1993.
Gross margin amounts equaled 38.8% of revenues for the six month period ending
June 30, 1994 and 39.3% of revenues for the six month period ending June 30,
1993. The percentage decline related principally to the relatively lower
percentage of revenues from the ROBERT HALF permanent placement division (which
has higher gross margins).
Selling, general and administrative expenses were approximately $56 million
during the six months ended June 30, 1994 compared to approximately $42 million
during the six months ended June 30, 1993. Selling, general and administrative
expenses as a percentage of revenues were 27.2% in the six months ended June 30,
1994 compared to 29.6% in the six months ended June 30, 1993. The percentage
decline was attributable to increased coverage of fixed costs due to revenue
growth.
Interest expense for the six months ended June 30, 1994 decreased 51.0% over
the comparable 1993 period due primarily to the conversion of the Company's
convertible subordinated debentures in the fourth quarter of 1993 and a
reduction in outstanding indebtedness.
The provision for income taxes for the six months ended June 30, 1994, was
42.6% compared to 45.8% of income before taxes for the same period in 1993. The
decrease in 1994 is the result of a smaller percentage of non-deductible
intangible expenses relative to income.
RESULTS OF OPERATIONS FOR THE THREE YEARS ENDED DECEMBER 31, 1993
Temporary services revenues increased 40% during 1993, including the
revenues generated from the Company's OfficeTeam division. Permanent placement
revenues increased 30% during the year ended December 31, 1993. The positive
revenue comparisons reflect strong demand for the Company's services.
Net service revenues grew at a slower rate in 1992 compared to 1991,
primarily as a result of the general economic recession. Temporary services
revenues increased 9% while revenues of the ROBERT HALF division decreased 21%.
Gross margin as a percentage of revenues declined 1% between 1993 and 1992
and equaled 39% of revenue in 1993. In 1992, gross margin equaled 40% of revenue
and in 1991, gross margin was 44% of revenue. The percentage declines related
principally to the relatively lower percentage of revenues from the Robert Half
division (which has higher gross margins) and higher unemployment insurance
costs associated with the temporary services divisions.
Selling, general and administrative expenses were $88 million during 1993
compared to $72 million in 1992 and $73 million in 1991. Selling, general and
administrative expenses as a percentage of revenues was 29% in 1993, compared to
33% in 1992 and 35% in 1991. The percentage declines were attributable to
increased coverage of fixed costs due to revenue growth coupled with the
Company's cost containment measures.
Amortization of intangible assets increased from 1991 to 1993 due to
acquisitions in that period of additional personnel services operations.
9
<PAGE>
Interest expense for the years ended December 31, 1993 and 1992 decreased 7%
and 35%, respectively, over the comparable prior periods due to the reduction in
outstanding indebtedness in both years and declining interest rates in the year
ending December 31, 1992.
The provision for income taxes was 46% in 1993, as compared to 45% in 1992
and 49% in 1991. The 1993 increase reflects the effect of the 1% increase in the
federal corporate income tax rate as a result of the 1993 Tax Act. Because of
the increase in pre-tax book income, the effect of the non-deductible intangible
amortization on the effective tax rate was reduced in 1993 as compared to 1992.
The 1992 reduction relative to 1991 was due primarily to a one-time benefit in
the fourth quarter of 1992 for the resolution of tax accounting issues related
to previous acquisitions. The Financial Accounting Standards Board issued a new
standard on accounting for income taxes, which the Company was required to adopt
on January 1, 1993. The cumulative effect of the adoption of the accounting
method prescribed by the new standard was immaterial.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 1994, the Company's sources of liquidity included
approximately $1.5 million in cash and cash equivalents and $26.4 million in net
working capital. In addition, as of June 30, 1994, approximately $58 million
remained available for borrowing under the Company's $80 million bank revolving
credit facility at interest rates of either the Eurodollar rate plus 1% or
prime.
The Company's liquidity during the first half of 1994 was increased by $17.0
million from funds generated by operating activities. These funds were used for
personnel services acquisitions, capital expenditures and payments on
outstanding indebtedness.
The Company's working capital requirements consist primarily of the
financing of accounts receivable. While there can be no assurances in this
regard, the Company expects that internally generated cash plus the bank
revolving credit facility will be sufficient for the forseeable future to
support the working capital needs of the Company.
10
<PAGE>
BUSINESS
Robert Half International Inc. is the world's largest specialized provider
of temporary and permanent personnel in the fields of accounting and finance.
Its divisions include ACCOUNTEMPS-R- and ROBERT HALF-R-, providers of temporary
and permanent personnel, respectively, in the fields of accounting and finance,
OFFICETEAM-R- for highly-skilled administrative and office personnel, RHI
CONSULTING-TM- for information technology professionals and THE AFFILIATES-R-
for legal staffing. The Company helps clients fill positions with qualified
temporary and permanent personnel at every staffing level in its specialties,
including accounting positions from bookkeeper to chief financial officer,
information technology positions from PC/LAN technician to system design and
application programmer, banking positions from loan processor to president,
administrative support positions from word processor to office manager, and
legal positions from litigation support clerk to legal administrator.
THE INDUSTRY
The temporary personnel industry has grown rapidly over the past ten years.
According to an independent industry study published by The Omnicomp Group,
industry revenues increased from approximately $7.7 billion in 1984 to
approximately $23.6 billion in 1993, an average annual growth rate of 13.3% and
from 1992 to 1993 the revenues increased by 18.5%.
The use of temporary personnel has become widely accepted as a valuable tool
for managing personnel costs and for meeting specialized or fluctuating
employment requirements. Temporary services companies offer their clients a
means of dealing with uneven or peak work loads caused by such predictable
events as vacations, taking inventories, tax work, month-end activities and
special projects and such unpredictable events as illnesses and emergencies.
Businesses view the use of temporary employees as a means of controlling
personnel costs and converting such costs from fixed to variable. The cost and
inconvenience to clients of hiring additional regular employees for short
periods are eliminated by the use of temporaries. This acceptance of the use of
temporaries has resulted in an increase in temporary employees as a percentage
of the workforce from 0.4% in 1982 to 1.4% in 1993, according to the U.S. Bureau
of Labor Statistics and the National Association of Temporary Services.
The temporary workers are employees of the temporary service company and are
paid only when working on client assignments. The client pays a fixed rate only
for hours worked. The use of temporary employees therefore enables the client to
shift certain employment costs (such as workers' compensation and unemployment
insurance) to the temporary personnel company.
COMPANY STRATEGY
The Company's strategy is to be the premier provider of specialized staffing
services in the fields of accounting, finance, office administration,
information technology and legal support. Key elements of the Company's strategy
include the following:
- FOCUS ON SPECIALIZED NICHES -- The Company focuses on placing highly
qualified and experienced personnel in positions that require specialized
financial, administrative, technical and legal skills. The Company
believes clients' temporary needs for individuals with these skills are
generally more difficult to fill than lower-level positions. The Company
further believes that its 45 years of experience and reputation in the
area of specialized accounting and financial personnel give it a
competitive advantage in the temporary services industry.
- HIRE ASSIGNMENT AND PLACEMENT MANAGERS POSSESSING SPECIALIZED SKILLS --
The Company's assignment and placement managers typically have experience
in the fields in which they are placing personnel. The Company believes
that this allows its managers to better understand each client's staffing
requirements and to select candidates that best address those needs.
Placement managers seek to develop a long term relationship with each
client and strive to play a consultative role in the client's ongoing
hiring and staffing process.
- EXPAND INTO ADDITIONAL SPECIALTY FIELDS -- The Company has diversified its
service offerings beyond accounting and finance to other professional
fields. In 1991, the Company established its OFFICETEAM
11
<PAGE>
division which specializes in providing skilled temporary and permanent
office and administrative personnel. In 1992, the Company acquired THE
AFFILIATES which specializes in providing legal support personnel to law
firms and corporations. Most recently, in January 1994 the Company
established its RHI CONSULTING division to provide information systems
personnel ranging from PC/LAN technicians to system design and application
programmers.
- PROMOTE BRAND RECOGNITION -- The Company enhances client awareness of its
services through a commitment to advertising and public relations
activities, including national direct mail and broadcast media compaigns
and the frequent publication of articles and books on personnel matters.
Additionally, the Company has established co-marketing programs with
leading financial, accounting and word processing software companies,
including Lotus Development Corporation, WordPerfect Corporation,
Peachtree Software, Inc., and Computer Associates International, Inc. The
Company also actively seeks endorsements and affiliations with
professional organizations in business management, office administration
and professional secretarial fields.
OPERATIONS
ACCOUNTEMPS
The ACCOUNTEMPS temporary services division offers customers a reliable and
economical means of dealing with uneven or peak work loads for accounting, tax
and finance personnel caused by such predictable events as vacations, taking
inventories, tax work, month-end activities and special projects and such
unpredictable events as illness and emergencies. Businesses increasingly view
the use of temporary employees as a means of controlling personnel costs and
converting such costs from fixed to variable. The cost and inconvenience to
clients of hiring and firing permanent employees are eliminated by the use of
ACCOUNTEMPS temporaries. The temporary workers are employees of ACCOUNTEMPS and
are paid by ACCOUNTEMPS only when working on customer assignments. The customer
pays a fixed rate only for hours worked.
ACCOUNTEMPS clients may fill their permanent employment needs by using an
ACCOUNTEMPS employee on a trial basis and, if so desired, "converting" the
temporary position to a permanent position. The client typically pays a one-time
fee for such conversions.
The ACCOUNTEMPS business accounted for 75% of the Company's revenue in 1993
and 65% of the Company's revenue during the first six months of 1994.
OFFICE TEAM
The Company's OFFICETEAM division, which commenced operations in 1991,
places temporary and permanent office and administrative personnel, ranging from
word processors to office managers, from over 100 locations in the United
States. OFFICETEAM operates in much the same fashion as the ACCOUNTEMPS and
ROBERT HALF divisions. The OFFICETEAM business accounted for 14% of the
Company's revenue in 1993 and 22% of the Company's revenue during the first six
months of 1994.
ROBERT HALF
The Company offers permanent placement services through its office network
under the name ROBERT HALF. The Company's ROBERT HALF division specializes in
placing accounting, financial, tax and banking personnel. Fees for successful
permanent placements are paid only by the employer and are generally a
percentage of the new employee's annual compensation. No fee for permanent
placement services is charged to employment candidates.
The ROBERT HALF business accounted for 9% of the Company's revenue in 1993
and during the first six months of 1994.
OTHER ACTIVITIES
In 1992, the Company acquired THE AFFILIATES-R-, a small operation involving
only a limited number of offices, which places temporary and permanent employees
in paralegal, legal administrative and legal
12
<PAGE>
secretarial positions. The legal profession's requirements (the need for
confidentiality, accuracy and reliability, a strong drive toward
cost-effectiveness, and frequent peak workload periods) are similar to the
demands of the clients of the ACCOUNTEMPS division.
The Company recently established its RHI CONSULTING-TM- division, which
specializes in providing information technology professionals ranging from
PC/LAN technician to system design and application programmer.
MARKETING AND RECRUITING
The Company markets its services to clients as well as employment
candidates. Local marketing and recruiting are generally conducted by each
office or related group of offices. Advertising directed to clients and
employment candidates consists primarily of yellow pages advertisements,
classified advertisements and radio. Direct marketing through mail and telephone
solicitation also constitutes a significant portion of the Company's total
advertising. National advertising conducted by the Company consists primarily of
print advertisements in national newspapers, magazines and certain trade
journals. Joint marketing arrangements have been entered into with Lotus
Development Corporation, WordPerfect Corporation, Peachtree Software, Inc., and
Computer Associates International, Inc. and typically provide for cooperative
advertising, joint mailings and similar promotional activities. The Company also
actively seeks endorsements and affiliations with professional organizations in
business management, office administration and professional secretarial fields.
The Company also conducts public relations activities designed to enhance public
recognition of the Company and its services. Local employees are encouraged to
be active in civic organizations and industry trade groups.
The Company owns many trademarks, service marks and tradenames, including
the "ROBERT HALF-R-", "ACCOUNTEMPS-R-", "OFFICETEAM-R-" and "THE AFFILIATES-R-"
marks, which are registered in the United States and in a number of foreign
countries.
ORGANIZATION
Management of the Company's operations is coordinated from its headquarters
in Menlo Park, California. The Company has more than 160 offices in 36 states
and five foreign countries. Office managers are responsible for most activities
of their offices, including sales, local advertising and marketing and
recruitment.
The Company's headquarters provides support and centralized services to its
offices in the administrative, marketing, accounting, training and legal areas,
particularly as it relates to the standardization of the operating procedures of
its offices.
COMPETITION
The Company faces competition in its efforts to attract clients as well as
high-quality specialized employment candidates. The temporary and permanent
placement businesses are highly competitive, with a number of firms offering
services similar to those provided by the Company on a national, regional or
local basis. In many areas the local companies are the strongest competitors.
The most significant competitive factors in the temporary and permanent
placement businesses are price and the reliability of service, both of which are
often a function of the availability and quality of personnel. The Company
believes it derives a competitive advantage from its long experience with and
commitment to the specialized employment market, its national presence, and its
various marketing activities.
EMPLOYEES
The Company's offices employed approximately 59,000 different temporary
employees on assignments during 1993. Temporary employees placed by the Company
are the Company's employees for all purposes while they are working on
assignments. The Company pays the related costs of employment, such as workers'
compensation insurance, state and federal unemployment taxes, social security
and certain fringe benefits. The Company provides voluntary health insurance
coverage to interested temporary employees.
13
<PAGE>
EXECUTIVE OFFICERS
The following table lists the name of each executive officer of the Company,
his or her age as of September 30, 1994, and his or her current positions and
offices with the Company:
<TABLE>
<CAPTION>
NAME AGE OFFICE
- ----------------------------------- ---- --------------------------------------------------
<S> <C> <C>
Harold M. Messmer, Jr. ............ 48 Chairman of the Board, President and Chief
Executive Officer
M. Keith Waddell................... 37 Senior Vice President, Chief Financial Officer and
Treasurer
Robert W. Glass.................... 36 Senior Vice President, Corporate Development
Steven Karel....................... 44 Vice President, Secretary and General Counsel
Kirk E. Lundburg................... 35 Vice President, Administration
Barbara J. Forsberg................ 33 Vice President and Controller
</TABLE>
Mr. Messmer has been Chairman of the Board since November 1988, Chief
Executive Officer since May 1987, Chief Executive Officer of the ACCOUNTEMPS and
ROBERT HALF businesses since their acquisition by the Company in 1986 and
President since October 1985. Mr. Messmer is a director of Airborne Freight
Corporation, Health Care Property Investors, Inc., Pacific Enterprises and
Spieker Properties, Inc.
Mr. Waddell has been Senior Vice President of the Company since May 1993,
Chief Financial Officer of the Company since February 1988 and Treasurer since
1987. From October 1986 when he joined the Company until May 1993, he served as
Vice President. Prior to joining the Company, Mr. Waddell was an audit manager
with Arthur Andersen & Co.
Mr. Glass has been Senior Vice President, Corporate Development, since May
1993. He served as Vice President, Corporate Development from February 1988
until May 1993. From 1987 until February 1988, he served as Vice President,
Planning of the Company. From January 1986 until May 1987, Mr. Glass was
employed as an investment analyst by the Company.
Mr. Karel has been Vice President and General Counsel of the Company since
September 1989 and Secretary since May 1993. From 1984 to 1989, Mr. Karel was
employed by Cooper Laboratories, Inc. and CooperVision, Inc. From 1980 to 1984,
he was an associate with the law firm of Pillsbury, Madison & Sutro.
Mr. Lundburg has been Vice President, Administration since July 1993. Prior
to joining the Company, Mr. Lundburg was an associate with the law firm of
Latham & Watkins.
Ms. Forsberg has been Vice President of the Company since May 1993 and
Controller since May 1990. For more than five years prior to joining the
Company, Ms. Forsberg worked in the audit division of Arthur Andersen & Co.
14
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth information as of September 23, 1994,
concerning beneficial ownership of Common Stock by the Selling Stockholders.
<TABLE>
<CAPTION>
NUMBER OF
SHARES TO
BE SOLD
SHARES OF COMMON STOCK ----------
BENEFICIALLY OWNED SHARES BENEFICIALLY
PRIOR TO OFFERING OWNED AFTER OFFERING
----------------------- ----------------------
NAME OF BENEFICIAL OWNER NUMBER PERCENT NUMBER PERCENT
- ----------------------------------------------------- ---------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C>
The Fulcrum III Limited Partnership.................. 3,690,994 13.5%
600 Madison Avenue
New York, NY 10022
The Second Fulcrum III Limited Partnership........... 2,509,006 9.1%
600 Madison Avenue
New York, NY 10022
</TABLE>
The sole general partner of each of the Selling Stockholders is Gibbons,
Goodwin, van Amerongen ("GGvA"). The general partners of GGvA are Edward W.
Gibbons (a director of the Company), Todd Goodwin (a director of the Company),
Lewis W. van Amerongen and Elizabeth V. Camp. Mr. Gibbons directly owns 200,000
shares of the Company's Common Stock and Messrs. Gibbons and Goodwin each hold
options to purchase 30,000 shares of the Company's Common Stock.
The Company has agreed with the Selling Stockholders to pay for certain
expenses incurred in connection with the registration of the shares offered
hereby, such as filing fees, printing expenses, blue-sky fees and expenses, fees
and disbursements of counsel for the Company and accounting fees. The Selling
Stockholders have agreed to pay all underwriting discounts, selling commissions
and stock transfer taxes applicable to the shares being sold by the Selling
Stockholders, as well as the fees and disbursements of counsel for the Selling
Stockholders.
CERTAIN UNITED STATES FEDERAL TAX CONSEQUENCES
TO NON-UNITED STATES HOLDERS
The following is a general discussion of certain United States federal tax
consequences of the acquisition, ownership and disposition of Common Stock by a
holder that, for United States federal income tax purposes, is not a "United
States person" (a "Non-United States Holder"). This discussion is based upon the
United States federal tax law now in effect, which is subject to change,
possibly retroactively. For purposes of this discussion, a "United States
person" means a citizen or resident of the United States; a corporation,
partnership, or other entity created or organized in the United States or under
the laws of the United States or of any political subdivision thereof; or an
estate or trust whose income is includible in gross income for United States
federal income tax purposes regardless of its source. This discussion does not
address investors other than original purchasers and does not consider any
specific facts or circumstances that may apply to a particular Non-United States
Holder. Prospective investors are urged to consult their tax advisors regarding
the United States federal tax consequences of acquiring, holding and disposing
of Common Stock, as well as any tax consequences that may arise under the laws
of any state, municipality or other taxing jurisdiction.
DIVIDENDS
Dividends paid to a Non-United States Holder will generally be subject to
withholding of United States federal income tax at the rate of 30% unless the
dividend is effectively connected with the conduct of a trade or business within
the United States by the Non-United States Holder, in which case the dividend
will be subject to the United States federal income tax on net income that
applies to United States persons generally (and, with respect to corporate
holders and under certain circumstances, the branch profits tax). Non-United
States Holders should consult any applicable income tax treaties, which may
provide for a lower rate of withholding or other rules different from those
described above. A Non-United States Holder may be required to satisfy certain
certification requirements in order to claim treaty benefits or otherwise claim
a reduction of or exemption from withholding under the foregoing rules.
15
<PAGE>
GAIN ON DISPOSITION
A Non-United States Holder will generally not be subject to United States
federal income tax on any gain recognized on a sale or other disposition of
Common Stock unless (i) the gain is effectively connected with the conduct of a
trade or business within the United States by the Non-United States Holder, (ii)
in the case of a Non-United States Holder who is a nonresident alien individual
and holds the Common Stock as a capital asset, such holder is present in the
United States for 183 or more days in the taxable year and certain other
requirements are met or (iii) the Company is or becomes a "United States real
property holding corporation" for United States federal income tax purposes and
certain other requirements are met. Gain that is effectively connected with the
conduct of a trade or business within the United States by the Non-United States
Holder will be subject to the United States federal income tax on net income
that applies to United States persons generally (and, with respect to corporate
holders and under certain circumstances, the branch profits tax) but will not be
subject to withholding. Non-United States Holders should consult applicable
treaties, which may provide for different rules.
Although the Company has not undertaken a thorough investigation of the book
value and fair market value of each of its assets and therefore cannot represent
with any certainty, the Company believes that presently it is not a United
States real property holding corporation ("USRPHC"). However, even if the
Company were or became a USRPHC, gain realized on the disposition of Common
Stock by a Non-United States Holder who does not beneficially own, actually or
constructively, more than 5% of the outstanding Common Stock should not be
subject to United States income tax if the Common Stock is then "regularly
traded" on an established securities market in the United States. Since the
Common Stock is traded on the New York Stock Exchange and it is expected that
the Common Stock will be regularly quoted by brokers and dealers, the Common
Stock should be considered "regularly traded" on an established securities
market. However, it is possible to read the applicable temporary Treasury
regulations as providing that the Common Stock will not be considered "regularly
traded" if 50% or more of the outstanding Common Stock is owned by 100 or fewer
persons. While the Company believes that such a reading is not the better
construction and was not the intent of the applicable temporary Treasury
regulations, and that such reading does not constitute the interpretation of
such regulations by the Treasury Department, no assurance can be given that such
reading would not ultimately be determined to be correct. Even if the Common
Stock is regularly traded on an established securities market in the United
States, a Non-United States Holder who beneficially owns (or at any time during
the five years ending on the date of the sale or disposition of Common Stock
owned), actually or constructively, more than 5% of the outstanding Common Stock
generally will be subject to United States federal income and withholding tax on
the gain on such disposition if the Company is a USRPHC at the time of
disposition or was a USRPHC at any time within the five years preceding such
disposition.
FEDERAL ESTATE TAXES
Common Stock owned or treated as owned by an individual who is not a citizen
or resident (as specifically defined for United States federal estate tax
purposes) of the United States at the date of death will be included in such
individual's estate for United States federal estate tax purposes, unless an
applicable estate tax treaty provides otherwise. Such individual's estate may be
subject to United States federal estate tax on the property includible in the
estate for United States federal estate tax purposes. Estates of nonresident
aliens are generally allowed a credit that is equivalent to an exclusion of
$60,000 of assets from the estate for United States federal estate tax purposes.
BACKUP WITHHOLDING AND INFORMATION REPORTING
The Company must report annually to the Internal Revenue Service (the "IRS")
and to each Non-United States Holder the amount of dividends paid to, and the
tax withheld with respect to, each Non-United States Holder. These information
reporting requirements apply regardless of whether withholding was reduced or
eliminated by an applicable tax treaty. Copies of these information returns may
be made available under the provisions of a specific treaty or agreement with
the tax authorities in the country in which the Non-United States Holder
resides. United States information reporting and backup withholding tax (which
generally is a withholding tax imposed at the rate of 31% on certain payments to
United States
16
<PAGE>
persons that fail to furnish the information required under the United States
information reporting requirements) generally will not apply to dividends paid
on Common Stock to a Non-United States Holder either at an address outside the
United States (provided that the payor does not have definite knowledge that the
payee is a United States person) or if the dividends are subject to withholding
at the 30% rate (or lower treaty rate).
The payment of the proceeds from the disposition of Common Stock to or
through the United States office of a broker will be subject to information
reporting and backup withholding unless the owner, under penalties of perjury,
certifies, among other things, as to its status as a Non-United States Holder or
otherwise establishes an exemption (and the broker has no actual knowledge to
the contrary). The payment of the proceeds from the disposition of Common Stock
to or through a non-United States office of a broker generally will not be
subject to information reporting or backup withholding. However, information
reporting (but not backup withholding) will apply to a payment of the proceeds
from a sale of Common Stock if the payment is made through a Non-United States
office of a United States broker or through a Non-United States office of a
Non-United States broker that is (i) a controlled foreign corporation for United
States federal income tax purposes or (ii) a person 50% or more of whose gross
income for a certain three-year period is effectively connected with a United
States trade or business, unless the broker has documentary evidence in its
records that the holder is a Non-United States Holder and certain conditions are
met, or the holder otherwise establishes an exemption.
Any amount withheld under backup withholding rules may be refunded to the
holder or credited against the holder's United States federal income tax
liability, provided that the required information is furnished to the IRS.
The backup withholding and information reporting rules currently are under
review by the U.S. Treasury Department and their application to the Common Stock
is subject to change.
17
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in a purchase agreement (the
"U.S. Purchase Agreement"), the Company and the Selling Stockholders have agreed
to sell to the U.S. Underwriters named below (the "U.S. Underwriters"), and the
U.S. Underwriters, for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated
and William Blair & Company are acting as representatives (the "U.S.
Representatives"), have severally agreed to purchase, the number of shares of
Common Stock set forth opposite their respective names below.
<TABLE>
<CAPTION>
NUMBER OF
U.S. UNDERWRITER SHARES
- -------------------------------------------------------------------- ---------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated..............................................
William Blair & Company.............................................
---------
Total..................................................... 4,080,000
---------
---------
</TABLE>
The Company and the Selling Stockholders have entered into a purchase
agreement (the "International Purchase Agreement" and, together with the U.S.
Purchase Agreement, the "Agreements") with certain underwriters outside the
United States and Canada (the "International Underwriters"), for whom Merrill
Lynch International Limited and William Blair & Company are acting as lead
managers (the "International Representatives"). Subject to the terms and
conditions set forth in the International Purchase Agreement, the Company and
the Selling Stockholders have agreed to sell to the International Underwriters,
and the International Underwriters have severally agreed to purchase, an
aggregate of 1,020,000 shares of Common Stock. The initial public offering price
per share and the underwriting discount per share are identical under the U.S.
Purchase Agreement and the International Purchase Agreement.
In the U.S. Purchase Agreement and the International Purchase Agreement, the
several U.S. Underwriters and the several International Underwriters
(collectively, the "Underwriters"), respectively, have agreed, subject to the
terms and conditions set forth therein, to purchase all of the shares of Common
Stock being sold pursuant to such Agreement if any of the shares of Common Stock
being sold pursuant to such Agreement are purchased. The U.S. Purchase Agreement
provides that, in the event of a default by a U.S. Underwriter, the purchase
commitments of the non-defaulting U.S. Underwriters may in certain circumstances
be increased, and the International Purchase Agreement provides that, in the
event of a default by an International Underwriter, the purchase commitments of
the non-defaulting International Underwriters may in certain circumstances be
increased. The closing with respect to the sale of the shares of Common Stock
pursuant to the U.S. Purchase Agreement is a condition to the closing with
respect to the sale of the shares of Common Stock pursuant to the International
Purchase Agreement, and the closing with respect to the sale of the shares of
Common Stock pursuant to the International Purchase Agreement is a condition to
the closing with respect to the sale of the shares of Common Stock pursuant to
the U.S. Purchase Agreement.
The U.S. Underwriters and the International Underwriters have entered into
an intersyndicate agreement (the "Intersyndicate Agreement") which provides for
the coordination of their activities. Under the terms of the Intersyndicate
Agreement, the U.S. Underwriters and the International Underwriters are
permitted to sell shares of Common Stock to each other.
The U.S. Representatives have advised the Company that the U.S. Underwriters
propose initially to offer the shares of Common Stock offered hereby to the
public at the public offering price set forth on the cover page of this
Prospectus and to certain dealers at such price less a concession not in excess
of $
18
<PAGE>
per share. The U.S. Underwriters may allow, and such dealers may reallow, a
discount not in excess of $ per share on sales to other dealers. After
the initial public offering, the public offering price, concession and discount
may be changed.
The Company has granted to the U.S. Underwriters an option, exercisable for
30 days after the date hereof, to purchase up to 408,000 additional shares of
Common Stock and to the International Underwriters an option, exercisable for 30
days after the date hereof, to purchase up to 102,000 additional shares of
Common Stock, in each case solely to cover over-allotments, if any, at the
initial public offering price less the underwriting discount. To the extent that
the U.S. Underwriters exercise this option, each of the U.S. Underwriters will
be obligated, subject to certain conditions, to purchase approximately the same
percentage of such shares which the number of shares of Common Stock to be
purchased by it shown in the foregoing table bears to the total number of shares
of Common Stock initially purchased by the U.S. Underwriters.
Under the terms of the Intersyndicate Agreement, the U.S. Underwriters and
any dealer to whom they sell shares of Common Stock will only offer to sell or
sell shares of Common Stock to persons whom they believe are United States
Persons or Canadian Persons (as defined in the Intersyndicate Agreement) or to
persons whom they believe intend to reoffer or resell the same to United States
Persons or Canadian Persons, and the International Underwriters and any bank,
broker or dealer to whom they sell shares of Common Stock will not offer to sell
or sell shares of Common Stock to persons whom they believe to be United States
Persons or Canadian Persons or to persons whom they believe intend to reoffer or
resell the same to United States Persons or Canadian Persons, except in each
case for transactions pursuant to the Intersyndicate Agreement which, among
other things, permits the Underwriters to purchase from each other and offer for
resale such number of shares of Common Stock as the selling Underwriter or
Underwriters and the purchasing Underwriter or Underwriters may agree.
The Company and the Selling Stockholders have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended.
The Company has agreed not to sell, offer to sell, grant any option for sale
of, or otherwise dispose of, any shares of Common Stock, or any securities
convertible or exchangeable into or exercisable for Common Stock, without the
prior written consent of the U.S. and International Representatives, for a
period of 90 days after the date of this Prospectus, except for the Common Stock
offered hereby, up to 1,000,000 shares of Common Stock that may be issued by the
Company in connection with business acquisitions, and Common Stock that may be
issued pursuant to the Company's employee benefit plans.
19
<PAGE>
LEGAL MATTERS
The validity of the shares offered hereby will be passed upon for the
Company by Wilson, Sonsini, Goodrich & Rosati, Professional Corporation, Palo
Alto, California. Kramer, Levin, Naftalis, Nessen, Kamin & Frankel, New York,
New York, are acting as counsel for the Selling Stockholders. Brown & Wood, San
Francisco, California, will act as counsel for the Underwriters.
EXPERTS
The financial statements and schedules included in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1993, and
incorporated by reference in this Prospectus and elsewhere in the Registration
Statement relating to this Prospectus have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are included and incorporated by reference therein and herein in
reliance upon the authority of said firm as experts in giving said reports.
20
<PAGE>
- -------------------------------------------
-------------------------------------------
- -------------------------------------------
-------------------------------------------
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS,
AND ANY INFORMATION OR REPRESENTATION NOT CONTAINED OR INCORPORATED BY REFERENCE
HEREIN MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, THE
SELLING STOCKHOLDERS OR ANY UNDERWRITER. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER OF ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES
OR AN OFFER TO ANY PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER WOULD BE
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS OR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Available Information.......................... 2
Additional Information......................... 2
Incorporation of Certain Documents by
Reference..................................... 2
Prospectus Summary............................. 3
Risk Factors................................... 5
Use of Proceeds................................ 6
Capitalization................................. 7
Price Range of Common Stock and Dividend
Policy........................................ 7
Selected Financial Data........................ 8
Management's Discussion and Analysis of
Financial Condition and Results of
Operations.................................... 9
Business....................................... 11
Executive Officers............................. 14
Selling Stockholders........................... 15
Certain United States Federal Tax Consequences
to Non-United States Holders.................. 15
Underwriting................................... 18
Legal Matters.................................. 20
Experts........................................ 20
</TABLE>
5,100,000 SHARES
ROBERT HALF
INTERNATIONAL INC.
COMMON STOCK
---------------------
PROSPECTUS
---------------------
MERRILL LYNCH & CO.
WILLIAM BLAIR & COMPANY
, 1994
- -------------------------------------------
-------------------------------------------
- -------------------------------------------
-------------------------------------------
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED SEPTEMBER 27, 1994
PROSPECTUS
5,100,000 SHARES
ROBERT HALF INTERNATIONAL INC.
COMMON STOCK
-------------------
Of the 5,100,000 shares of Common Stock being offered, 100,000 shares are
being sold by Robert Half International Inc. (the "Company") and 5,000,000 are
being sold for the account of certain stockholders of the Company (the "Selling
Stockholders"). Of the 5,100,000 shares of Common Stock offered hereby,
1,020,000 shares are being offered outside the United States and Canada by the
International Underwriters and 4,080,000 shares are being offered in a
concurrent offering in the United States and Canada by the U.S. Underwriters.
The Company will not receive any of the proceeds of the sale of the shares being
sold by the Selling Stockholders. The Company's Common Stock is traded on the
New York Stock Exchange under the symbol "RHI". On , 1994, the last
reported sale price of the Common Stock on the New York Stock Exchange was
$ per share.
-------------------
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN MATTERS THAT SHOULD BE
CONSIDERED BY PROSPECTIVE INVESTORS.
-------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
PROCEEDS TO
PRICE TO UNDERWRITING PROCEEDS TO SELLING
PUBLIC DISCOUNT(1) COMPANY(2) STOCKHOLDERS
<S> <C> <C> <C> <C>
Per share............................... $ $ $ $
Total (3)............................... $ $ $ $
<FN>
(1) The Company and the Selling Stockholders have agreed to indemnify the
several Underwriters against certain liabilities, including liabilities
under the Securities Act of 1933. See "Underwriting."
(2) Before deduction of expenses payable by estimated at
$ .
(3) The Company has granted the International Underwriters and the U.S.
Underwriters options exercisable within 30 days after the date hereof to
purchase up to 102,000 and 408,000 additional shares of Common Stock,
respectively, in each case to cover over-allotments, if any. See
"Underwriting." If all such shares are purchased, the total Price to Public,
Underwriting Discount and Proceeds to Company will be $ , $ and
$ , respectively.
</TABLE>
-------------------
The shares of Common Stock are being offered by the Underwriters, subject to
prior sale, when, as and delivered to and accepted by the Underwriters, and
subject to the approval of certain legal matters by counsel for the Underwriters
and to certain other conditions. The Underwriters reserve the right to withdraw,
cancel or modify any offer and to reject any order in whole or in part. It is
expected that delivery of the shares of Common Stock will be made in New York,
New York on or about , 1994.
-------------------
MERRILL LYNCH INTERNATIONAL LIMITED WILLIAM BLAIR & COMPANY
------------
The date of this Prospectus is , 1994.
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in a purchase agreement (the
"International Purchase Agreement"), the Company and the Selling Stockholders
have agreed to sell to the International Underwriters named below (the
"International Underwriters"), and the International Underwriters, for whom
Merrill Lynch International Limited and William Blair & Company are acting as
lead managers (the "International Representatives"), have severally agreed to
purchase, the number of shares of Common Stock set forth opposite their
respective names below.
<TABLE>
<CAPTION>
NUMBER OF
INTERNATIONAL UNDERWRITER SHARES
- -------------------------------------------------------------------- ---------
<S> <C>
Merrill Lynch International Limited.................................
William Blair & Company.............................................
---------
Total..................................................... 1,020,000
---------
---------
</TABLE>
The Company and the Selling Stockholders have also entered into a purchase
agreement (the "U.S. Purchase Agreement" and, together with the International
Purchase Agreement, the "Agreements") with certain underwriters in the United
States and Canada (the "U.S. Underwriters"), for whom Merrill Lynch, Pierce,
Fenner & Smith Incorporated and William Blair & Company are acting as
representatives (the "U.S. Representatives"). Subject to the terms and
conditions set forth in the U.S. Purchase Agreement, the Company and the Selling
Stockholders have agreed to sell to the U.S. Underwriters, and the U.S.
Underwriters have severally agreed to purchase, an aggregate of 4,080,000 shares
of Common Stock. The initial public offering price per share and the
underwriting discount per share are identical under the International Purchase
Agreement and the U.S. Purchase Agreement.
In the International Purchase Agreement and the U.S. Purchase Agreement, the
several International Underwriters and the several U.S. Underwriters
(collectively, the "Underwriters"), respectively, have agreed, subject to the
terms and conditions set forth therein, to purchase all of the shares of Common
Stock being sold pursuant to such Agreement if any of the shares of Common Stock
being sold pursuant to such Agreement are purchased. The International Purchase
Agreement provides that, in the event of a default by an International
Underwriter, the purchase commitments of the non-defaulting International
Underwriters may in certain circumstances be increased, and the U.S. Purchase
Agreement provides that, in the event of a default by a U.S. Underwriter, the
purchase commitments of the non-defaulting U.S. Underwriters may in certain
circumstances be increased. The closing with respect to the sale of the shares
of Common Stock pursuant to the International Purchase Agreement is a condition
to the closing with respect to the sale of the shares of Common Stock pursuant
to the U.S. Purchase Agreement, and the closing with respect to the sale of the
shares of Common Stock pursuant to the U.S. Purchase Agreement is a condition to
the closing with respect to the sale of the shares of Common Stock pursuant to
the International Purchase Agreement.
The International Underwriters and the U.S. Underwriters have entered into
an intersyndicate agreement (the "Intersyndicate Agreement") which provides for
the coordination of their activities. Under the terms of the Intersyndicate
Agreement, the International Underwriters and the U.S. Underwriters are
permitted to sell shares of Common Stock to each other.
The International Representatives have advised the Company that the
International Underwriters propose initially to offer the shares of Common Stock
offered hereby to the public at the public offering price set forth on the cover
page of this Prospectus and to certain dealers at such price less a concession
not in excess of $ per share. The International Underwriters may allow, and
such dealers may reallow, a discount not in excess of $ per share on sales
to other dealers. After the initial public offering, the public offering price,
concession and discount may be changed.
18
<PAGE>
The Company has granted to the International Underwriters an option,
exercisable for 30 days after the date hereof, to purchase up to 102,000
additional shares of Common Stock and to the U.S. Underwriters an option,
exercisable for 30 days after the date hereof, to purchase up to 408,000
additional shares of Common Stock, in each case solely to cover over-allotments,
if any, at the initial public offering price less the underwriting discount. To
the extent that the International Underwriters exercise this option, each of the
International Underwriters will be obligated, subject to certain conditions, to
purchase approximately the same percentage of such shares which the number of
shares of Common Stock to be purchased by it shown in the foregoing table bears
to the total number of shares of Common Stock initially purchased by the
International Underwriters.
Under the terms of the Intersyndicate Agreement, the U.S. Underwriters and
any dealer to whom they sell shares of Common Stock will only offer to sell or
sell shares of Common Stock to persons whom they believe are United States
Persons or Canadian Persons (as defined in the Intersyndicate Agreement) or to
persons whom they believe intend to reoffer or resell the same to United States
Persons or Canadian Persons, and the International Underwriters and any bank,
broker or dealer to whom they sell shares of Common Stock will not offer to sell
or sell shares of Common Stock to persons whom they believe to be United States
Persons or Canadian Persons or to persons whom they believe intend to reoffer or
resell the same to United States Persons or Canadian Persons, except in each
case for transactions pursuant to the Intersyndicate Agreement which, among
other things, permits the Underwriters to purchase from each other and offer for
resale such number of shares of Common Stock as the selling Underwriter or
Underwriters and the purchasing Underwriter or Underwriters may agree.
Under the terms of the Agreement Among Managers entered into by the
International Underwriters, each International Underwriter has agreed that (i)
it has not offered or sold and will not offer or sell, in the United Kingdom by
means of any document, any shares of Common Stock other than to persons whose
ordinary business it is to buy or sell shares or debentures, whether as
principal or agent (except in circumstances which do not constitute an offer to
the public within the meaning of the Companies Act 1985); (ii) it has complied
and will comply with all applicable provisions of the Financial Services Act
1986 with respect to anything done by it in relation to the shares of Common
Stock offered hereby in, from or otherwise involving the United Kingdom; and
(iii) it has only issued or passed on and will only issue or pass on to any
person in the United Kingdom any document received by it in connection with the
issue of the shares of Common Stock if that person is of a kind described in
Article 9(3) of the Financial Services Act 1986 (Investment Advertisements)
(Exemptions) order 1988, as amended, or is a person to whom such document may
otherwise lawfully be issued or passed on.
The Company and the Selling Stockholders have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended.
The Company has agreed not to sell, offer to sell, grant any option for sale
of, or otherwise dispose of, any shares of Common Stock, or any securities
convertible or exchangeable into or exercisable for Common Stock, without the
prior written consent of the U.S. and International Representatives, for a
period of 90 days after the date of this Prospectus, except for the Common Stock
offered hereby, up to 1,000,000 shares of Common Stock that may be issued by the
Company in connection with business acquisitions and Common Stock that may be
issued pursuant to the Company's employee benefit plans.
19
<PAGE>
- -------------------------------------------
-------------------------------------------
- -------------------------------------------
-------------------------------------------
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS,
AND ANY INFORMATION OR REPRESENTATION NOT CONTAINED OR INCORPORATED BY REFERENCE
HEREIN MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, THE
SELLING STOCKHOLDERS OR ANY UNDERWRITER. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER OF ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES
OR AN OFFER TO ANY PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER WOULD BE
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS OR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Available Information.......................... 2
Additional Information......................... 2
Incorporation of Certain Documents by
Reference..................................... 2
Prospectus Summary............................. 3
Risk Factors................................... 5
Use of Proceeds................................ 6
Capitalization................................. 7
Price Range of Common Stock and Dividend
Policy........................................ 7
Selected Financial Data........................ 8
Management's Discussion and Analysis of
Financial Condition and Results of
Operations.................................... 9
Business....................................... 11
Executive Officers............................. 14
Selling Stockholders........................... 15
Certain United States Federal Tax Consequences
to Non-United States Holders.................. 15
Underwriting................................... 18
Legal Matters.................................. 20
Experts........................................ 20
</TABLE>
5,100,000 SHARES
ROBERT HALF
INTERNATIONAL INC.
COMMON STOCK
---------------------
PROSPECTUS
---------------------
MERRILL LYNCH INTERNATIONAL LIMITED
WILLIAM BLAIR & COMPANY
, 1994
- -------------------------------------------
-------------------------------------------
- -------------------------------------------
-------------------------------------------
<PAGE>
PART II
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses, other than
underwriting discounts and commissions, to be incurred in connection with the
offering:
<TABLE>
<CAPTION>
PAYABLE BY
PAYABLE BY SELLING
COMPANY STOCKHOLDERS
---------- ----------
<S> <C> <C>
SEC Registration Fee.................................................. $ , $ ,
NASD Filing Fee....................................................... , ,
NYSE Listing Fee...................................................... , ,
Blue Sky Fees and Expenses............................................ , ,
Printing and Engraving Costs.......................................... , ,
Legal Fees and Expenses............................................... , ,
Accounting Fees and Expenses.......................................... , ,
Transfer Agent Fees and Expenses...................................... , ,
Miscellaneous......................................................... , ,
---------- ----------
Total............................................................... $ , $ ,
---------- ----------
---------- ----------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
RESTATED CERTIFICATE OF INCORPORATION. Section 145 of the Delaware General
Corporation Law authorizes a corporation to indemnify its directors and officers
under the terms and circumstances described therein. The Restated Certificate of
Incorporation of the Registrant provides that each director, officer and
employee of the Company shall be indemnified and held harmless by the Company to
the fullest extent authorized by the Delaware General Corporation Law against
all expenses, liabilities and losses incurred or suffered by such individual in
his capacity as director, officer or employee. The right to indemnification
contained in the Restated Certificate of Incorporation includes the right,
subject to the conditions contained therein, to be reimbursed for expenses in
advance of the final disposition of any action, suit or proceeding. The
Registrant has entered into Indemnity Agreements with each of its directors and
certain executive officers (the form of which Indemnity Agreements was approved
by the Company's stockholders in May 1989) that provide, among other things, for
(a) indemnification, under the terms and circumstances described in the
Indemnity Agreements, to the fullest extent not prohibited by applicable law,
against any and all expenses and liabilities resulting from service with the
Company and (b) advancement to the individual of expenses reasonably incurred in
connection with any threatened or actual action, suit or proceeding in which
such individual is involved by reason of having been a director, officer, or
employee. The Company has insured its directors and officers against certain
liabilities and has insurance against certain payments which it may be obligated
to make to such persons pursuant to the indemnification provisions of its
Restated Certificate of Incorporation or pursuant to the Indemnity Agreements
described above.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
NUMBER EXHIBIT
- ------ ------------------------------------------------------------------------------------------
<C> <S>
1 Purchase Agreements (to be filed by amendment).
4.1 Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.1 to
Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1994.
4.2 Rights Agreement, dated as of July 23, 1990, between the Registrant and Manufacturers
Hanover Trust Company of California, incorporated by reference to (i) Exhibit 1 to the
Registrant's Registration Statement on Form 8-A for its Preferred Share Purchase Rights,
which Registration Statement was filed with the Commission on July 30, 1990, (ii) Exhibit
19.1 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 1990 and (iii) Exhibit 3 to Registrant's Form 8-A/A Amendment No. 2 filed
on December 2, 1993.
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
NUMBER EXHIBIT
- ------ ------------------------------------------------------------------------------------------
<C> <S>
5 Opinion of Wilson, Sonsini, Goodrich & Rosati, P.C. (to be filed by amendment).
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Wilson, Sonsini, Goodrich & Rosati, P.C. (contained in Exhibit 5) (to be filed
by amendment).
</TABLE>
ITEM 17. UNDERTAKINGS.
(b) The undersigned registrant hereby undertakes 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 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.
(h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described herein, 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
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than 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 of whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
(i) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance on Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4)
under the Securities Act shall be deemed to be part of the registration
statement as of the time it was declared effective.
(2) For purposes of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
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.
II-2
<PAGE>
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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Menlo Park, State of California on September 26, 1994.
ROBERT HALF INTERNATIONAL INC.
(Registrant)
By: /s/ M. KEITH WADDELL
-----------------------------------
M. Keith Waddell
SENIOR VICE PRESIDENT, CHIEF
FINANCIAL OFFICER AND TREASURER
(PRINCIPAL FINANCIAL OFFICER)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Harold M. Messmer, Jr. and M. Keith Waddell,
jointly and severally, his attorney-in-fact, each with full power of
substitution, for him in any and all capacities, to sign any amendments to this
registration statement, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
- ------------------------------------------------------ --------------------------------- ----------------------
<C> <S> <C>
Chairman of the Board, President,
/s/ HAROLD M. MESSMER, JR. Chief Executive Officer, and a
------------------------------------------- Director (Principal Executive September 26, 1994
Harold M. Messmer, Jr. Officer)
/s/ ANDREW S. BERWICK, JR.
------------------------------------------- Director September 23, 1994
Andrew S. Berwick, Jr.
------------------------------------------- Director September , 1994
Frederick P. Furth
/s/ EDWARD W. GIBBONS
------------------------------------------- Director September 26, 1994
Edward W. Gibbons
/s/ TODD GOODWIN
------------------------------------------- Director September 26, 1994
Todd Goodwin
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
NAME TITLE DATE
- ------------------------------------------------------ --------------------------------- ----------------------
<C> <S> <C>
------------------------------------------- Director September , 1994
Frederick A. Richman
/s/ THOMAS J. RYAN
------------------------------------------- Director September 25, 1994
Thomas J. Ryan
------------------------------------------- Director September , 1994
J. Stephen Schaub
/s/ M. KEITH WADDELL Senior Vice President, Chief
------------------------------------------- Financial Officer and Treasurer September 26, 1994
M. Keith Waddell (Principal Financial Officer)
/s/ BARBARA J. FORSBERG
------------------------------------------- Vice President and Controller September 26, 1994
Barbara J. Forsberg (Principal Accounting Officer)
</TABLE>
II-4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
NUMBER EXHIBIT NUMBERED PAGE
- ------ ------------------------------------------------------------------------------------------ -------------
<C> <S> <C>
1 Purchase Agreements (to be filed by amendment).
4.1 Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.1 to
Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1994.
4.2 Rights Agreement, dated as of July 23, 1990, between the Registrant and Manufacturers
Hanover Trust Company of California, incorporated by reference to (i) Exhibit 1 to the
Registrant's Registration Statement on Form 8-A for its Preferred Share Purchase Rights,
which Registration Statement was filed with the Commission on July 30, 1990, (ii) Exhibit
19.1 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 1990 and (iii) Exhibit 3 to Registrant's Form 8-A/A Amendment No. 2 filed
on December 2, 1993.
5 Opinion of Wilson, Sonsini, Goodrich & Rosati, P.C. (to be filed by amendment).
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Wilson, Sonsini, Goodrich & Rosati, P.C. (contained in Exhibit 5) (to be filed
by amendment).
</TABLE>
<PAGE>
EXHIBIT 23.1
CONSENT OF ARTHUR ANDERSEN LLP
As independent public accountants, we hereby consent to the incorporation by
reference in the registration statement of our reports dated January 28, 1994,
included in the Annual Report on Form 10-K of Robert Half International Inc. for
the fiscal year ended December 31, 1993, and to all references to our Firm
included in this registration statement.
ARTHUR ANDERSEN LLP
September 26, 1994
