<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
------------------------
ROBERT HALF INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 94-1648752
(State of incorporation (I.R.S. Employer
or organization) Identification
No.)
2884 SAND HILL ROAD,
MENLO PARK, CALIFORNIA 94025
(Address of principal executive (Zip Code)
offices)
</TABLE>
------------------------
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<S> <C>
Title of each Name of each exchange on
class to be so which each class is to be
registered registered
- ------------------ ---------------------------------
COMMON STOCK NEW YORK STOCK EXCHANGE
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Registrant is authorized to issue up to 100,000,000 shares of Common Stock,
$.001 per share par value. The holders of the Common Stock are entitled to one
vote for each share held of record on each matter submitted to a vote of
stockholders. The holders of the Common Stock are not entitled to cumulative
voting for the election of directors. The Board of Directors is classified into
three classes of directors with staggered three-year terms. The classification
of the Board of Directors will, however, cease in 2000, and all terms will end
in such year, unless the stockholders re-approve the classification at the 1999
Annual Meeting of Stockholders. Subject to preferences that may be applicable to
any shares of Preferred Stock outstanding at the time, holders of Common Stock
are entitled to receive ratably such dividends as may be declared by the Board
of Directors out of funds legally available therefor and, in the event of the
liquidation, dissolution or winding up of the Registrant, are entitled to share
ratably in all assets remaining after payment of liabilities. Holders of Common
Stock have no preemptive rights and have no rights to convert their Common Stock
into any other securities.
As stated in the foregoing paragraph, the right of holders of the Common
Stock to receive dividends or to receive distributions in the event of the
liquidation, dissolution or winding up of the Registrant is subject to the
preferences of the holders of any shares of Preferred Stock that are then
outstanding. The Registrant is authorized to issue up to 5,000,000 shares of
Preferred Stock, par value $.001 per share. The Preferred Stock may be issued in
series as determined by the Board of Directors without further action by the
stockholders. The Board of Directors has the authority to fix and determine the
terms, limitations and relative rights and preferences of the Preferred Stock,
to establish series of Preferred Stock and to fix and determine the variations
among series. No shares of Preferred Stock are currently outstanding.
The Board of Directors has authorized and designated 400,000 shares of the
Preferred Stock as Series A Junior Participating Preferred Stock, par value
$.001 per share, issuable pursuant to the exercise of preferred share purchase
rights (the "Rights") under the terms and conditions set forth in the Rights
Agreement dated as of July 23, 1990, as amended, between the Registrant and
Chemical Trust Company of California, as Rights Agent. Pursuant to the Rights
Agreement, one Right is issued with respect to each outstanding share of Common
Stock. No such shares of Junior Participating Preferred Stock are currently
outstanding. The description of the Rights contained in the Form 8-A, as
amended, for the Rights, including the exhibits thereto, is incorporated herein
by reference.
The Registrant's Certificate of Incorporation provides that the affirmative
vote of not less than 2/3 of the outstanding shares entitled to vote for the
election of directors is required to approve any (a) merger or consolidation of
Registrant with an Affiliate, (b) any sale, lease, exchange or other disposition
of all or substantially all of Registrant's property and assets to an Affiliate,
or (c) any issuance of securities to an Affiliate in a transaction that would
otherwise require, pursuant to law or the rules of any national securities
exchange on which Registrant's securities are listed, the approval of the
stockholders of Registrant. Notwithstanding the foregoing, a majority of the
disinterested members of Registrant's Board of Directors may adopt a resolution
providing that the foregoing transactions may be approved by the holders of a
majority of the outstanding shares. For purposes of the foregoing, Affiliate
means any person which directly or indirectly owns, either individually or
collectively with all other persons under common control, 10% or more of
Registrant's shares entitled to vote with respect to the transaction in
question.
ITEM 2. EXHIBITS.
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.
2. By-laws, incorporated by reference to Exhibit 3.2 to Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1994.
3. Registrant's Form 8-A, as amended, for its preferred share purchase
rights, incorporated by reference to such document.
2
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
October 7, 1994 ROBERT HALF INTERNATIONAL INC.
By: _________/s/ STEVEN KAREL_________
Steven Karel
VICE PRESIDENT
