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Registration Statement No. 33-
FORM S-8
Registration Statement Under The Securities Act Of 1933
ROBERT HALF INTERNATIONAL INC.
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(Exact name of registrant as specified in its charter)
Delaware 94-1648752
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2884 Sand Hill Road, Suite 200, Menlo Park, California 94025
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(Address of Principal Executive Offices) (Zip Code)
1991 Stock Option Plan for Field Employees
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(Full title of the plan)
Steven Karel
Vice President and General Counsel
Robert Half International Inc.
2884 Sand Hill Road, Suite 200
Menlo Park, California 94025
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(Name and address of agent for service)
(415) 854-9700
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(Telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum Amount
Title of Amount offering aggregate of
securities to to be price offering registration
be registered registered per unit price fee
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<S> <C> <C> <C> <C>
Common Stock 100,000 $31.625(a) $3,162,500(a) $1,091(a)
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<FN>
(a) Determined in accordance with Rule 457(h) under the Securities Act of 1933,
based upon the high and low sales prices of the registrant's Common Stock
on the New York Stock Exchange on March 8, 1994.
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PART I
The information required by the Note to Part I of Form S-8 to be sent or given
to employees as specified by Rule 428(b)(1) has not been included with this
filing in accordance with such Note.
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PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this Registration
Statement:
(a) The Company's latest Annual Report on Form 10-K;
(b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended, (the "Exchange Act")
since the end of the fiscal year covered by the Annual Report on Form 10-K
referred to in (a) above;
(c) The description of the Company's Common Stock contained in a
registration statement filed under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing (except that
no documents shall be deemed to be incorporated by reference if filed after
the filing of a post-effective amendment which deregisters securities then
remaining unsold).
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6.INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Plan covered by this Registration Statement provides for
indemnification of each member of the Administrator against all expenses
reasonably incurred by such member in connection with or arising out of any
action, suit or proceeding to the full extent permitted by applicable Delaware
law, the charter documents of the Company and by the terms of any
indemnification agreement that has been or shall be entered into from time to
time between the Company and any such member.
RESTATED CERTIFICATE OF INCORPORATION
The Restated Certificate of Incorporation, as amended, of the Company
provides as follows:
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9. ELIMINATION OF CERTAIN LIABILITY OF DIRECTORS. A director of the
Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director
derived any improper personal benefit. Any repeal or modification of the
preceding sentence by the stockholders of the Corporation shall not
adversely affect any right or protection of a director of the Corporation
existing at the time of such repeal or modification.
10. INDEMNIFICATION AND INSURANCE.
(a) RIGHT TO INDEMNIFICATION. Each person who was or is made a party
or is threatened to be made a party to or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he
or she, or a person of whom he or she is the legal representative, is or
was a director, officer or employee of the Corporation or is or was serving
at the request of the Corporation as a director, officer, employee or agent
of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans
(hereinafter an "indemnitee"), whether the basis of such proceeding is
alleged action in an official capacity as a director, officer, employee or
agent or in any other capacity while serving as a director, officer,
employee or agent, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the Delaware General
Corporation Law, against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and
amounts paid or to be paid in settlement) reasonably incurred or suffered
by such indemnitee in connection therewith and such indemnification shall
continue as to an indemnitee who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the indemnitee's heirs,
executors and administrators; PROVIDED, HOWEVER, that, except as provided
in paragraph (b) hereof with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) initiated by such
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indemnitee only if such proceeding (or part thereof) was authorized by the
Board of Directors of the Corporation. The right to indemnification
conferred in this Article shall be a contract right and shall include the
right to be paid by the Corporation the expenses incurred in defending any
such proceeding in advance of its final disposition (hereinafter an
"advancement of expenses"); PROVIDED, HOWEVER, that, if the Delaware
General Corporation Law requires, an advancement of expenses incurred by an
indemnitee in his or her capacity as a director or officer (and not in any
other capacity in which service was or is rendered by such indemnitee,
including without limitation, service to an employee benefit plan) shall be
made only upon delivery to the Corporation of an undertaking, by or on
behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal that such indemnitee is not entitled to be
indemnified for such expenses under this Article or otherwise (hereinafter
an "undertaking").
(b) RIGHT OF INDEMNITEE TO BRING SUIT. If a claim under paragraph
(a) of this Article is not paid in full by the Corporation within sixty
days after a written claim has been received by the Corporation, except in
the case of a claim for an advancement of expenses, in which case the
applicable period shall be twenty days, the indemnitee may at any time
thereafter bring suit against the Corporation to recover the unpaid amount
of the claim. If successful in whole or in part in any such suit or in a
suit brought by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the indemnitee shall be entitled
to be paid also the expense of prosecuting or defending such suit. In (i)
any suit brought by the indemnitee to enforce a right to indemnification
hereunder (but not in a suit brought by the indemnitee to enforce a right
to an advancement of expenses) it shall be a defense that, and (ii) any
suit by the Corporation to recover an advancement of expenses pursuant to
the terms of an undertaking the Corporation shall be entitled to recover
such expenses upon a final adjudication that, the indemnitee has not met
the applicable standard of conduct set forth in the Delaware General
Corporation Law. Neither the failure of the Corporation (including its
Board of Directors, independent legal counsel, or its stockholders) to have
made a determination prior to commencement of such suit that
indemnification of the indemnitee is proper in the circumstances because
the indemnitee has met the applicable standard of conduct set forth in the
Delaware General Corporation Law, nor an actual
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determination by the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) that the indemnitee has not
met such applicable standard of conduct, shall create a presumption that
the indemnitee has not met the applicable standard of conduct or, in the
case of such a suit brought by the indemnitee, be a defense to such suit.
In any suit brought by the indemnitee to enforce a right hereunder, or by
the Corporation to recover an advancement of expenses pursuant to the terms
of an undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified or to such advancement of expenses under this
Article or otherwise shall be on the Corporation.
(c) NON-EXCLUSIVITY OF RIGHTS. The rights to indemnification and to
the advancement of expenses conferred in this Article shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, this Certificate of Incorporation, by-law, agreement,
vote of stockholders or disinterested directors or otherwise.
(d) INSURANCE. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of
the Corporation or another corporation, partnership, joint venture, trust
or other enterprise against any expense, liability or loss, whether or not
the Corporation would have the power to indemnify such person against such
expense, liability or loss under the Delaware General Corporation Law.
(e) INDEMNIFICATION OF AGENTS OF THE CORPORATION. The Corporation
may, to the extent authorized from time to time by the Board of Directors,
grant rights to indemnification and to the advancement of expenses to any
agent of the Corporation to the fullest extent of the provisions of this
Article with respect to the indemnification and advancement of expenses of
directors, officers and employees of the Corporation.
INDEMNITY AGREEMENTS
The Company also has entered into Indemnity Agreements ("Indemnity
Agreements") with each of its directors and certain executive officers. The
form of such Indemnity Agreements was approved by the Company's stockholders
in May 1989. The Indemnity Agreements provide (a) for indemnification to the
fullest extent not prohibited by applicable law, against any and all expenses
(including attorneys' fees), judgments, fines, penalties and amounts paid in
settlement of any claim resulting from service with the Company unless the
Board of Directors or, under certain
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circumstances discussed below, Independent Counsel (as defined in the Indemnity
Agreements) determines that the director, officer, employee or agent is not
entitled to indemnification under the terms of his Indemnity Agreement; (b) for
the prompt advancement of expenses to the director, officer, employee or agent,
including attorneys' fees and all other costs, fees, expenses and obligations
reasonably paid or incurred in connection with the investigation, defense,
adjudication, settlement or appeal of any threatened, pending or completed
action, suit or other proceeding ("Proceeding") in which such director, officer,
employee or agent is involved by reason of having been a director, officer,
employee or other agent of the Company (and for repayment to the Company if it
is found that such director, officer, employee or agent is not entitled to
indemnification under his Indemnity Agreement); (c) a mechanism through which
the director, officer, employee or agent may seek relief from a court or
arbitrator in the event the Company's Board of Directors or Independent Counsel
determines that the director, officer, employee or agent is not entitled to
indemnification under his Indemnity Agreement; (d) for indemnification against
expenses (including attorneys' fees) incurred in acting as a witness in any
Proceeding or in seeking to enforce the Indemnity Agreement against the Company;
(e) that after a Change of Control, all determinations regarding the entitlement
of the director, officer, employee or agent to indemnification under the
Indemnity Agreements shall be made by Independent Counsel; and (f) that no claim
or cause of action shall be asserted by or in the right of the Company against
the director, officer, employee or agent by reason of such person's corporate
status or that such person is or was serving at the request of the Company in
such capacity, after the expiration of one year from the date on which such
director, officer, employee or agent ceases to be an agent of the Company.
In addition, each Indemnity Agreement provides the director, officer,
employee or agent with a specific contractual assurance that he or she will
realize the benefit of any subsequent changes in Delaware law relating to
indemnification. Each Indemnity Agreement also provides that a director's,
officer's, employee's or agent's rights thereunder are not exclusive of any
other rights he or she may have under Delaware law, the Company's Certificate of
Incorporation or By-Laws or otherwise.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
NUMBER EXHIBIT
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5 Opinion of Counsel
23.1 Consent of Arthur Andersen & Co.
23.2 Consent of Counsel (contained in
Exhibit 5)
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (unless the information required to be
included in a post-effective amendment by this paragraph is contained
in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement);
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement (unless the information required to be
included in a post-effective amendment by this paragraph is contained
in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement);
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
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offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Menlo Park, State of California, on March 10, 1994.
ROBERT HALF INTERNATIONAL INC.
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(Registrant)
By: /S/ M. Keith Waddell
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M. Keith Waddell
Vice President, Chief Financial
Officer and Treasurer
(Principal Financial Officer)
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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 below by the following persons on behalf
of the Company and in the capacities and on the dates indicated.
Date: March 10, 1994 By: /S/ Harold M. Messmer, Jr.
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Harold M. Messmer, Jr.
Chairman and Chief Executive
Officer, and a Director
(Principal Executive Officer)
Date: __________, 19__ By:
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Frederick P. Furth
Vice Chairman of the Board
of Directors
Date: _________, 19__ By:
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Andrew S. Berwick, Jr., Director
Date: March 10, 1994 By: /S/ Edward W. Gibbons
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Edward W. Gibbons, Director
Date: March 10, 1994 By: /S/ Todd Goodwin
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Todd Goodwin, Director
Date: ___________, 19__ By:
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Thomas J. Ryan, Director
Date: March 10, 1994 By: /S/ J. Stephen Schaub
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J. Stephen Schaub, Director
Date: March 10, 1994 By: /S/ M. Keith Waddell
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M. Keith Waddell
Vice President, Chief Financial
Officer and Treasurer
(Principal Financial Officer)
Date: March 10, 1994 By: /S/ Barbara J. Forsberg
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Barbara J. Forsberg
Vice President and Controller
(Principal Accounting Officer)
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INDEX TO EXHIBITS
Sequentially
Numbered
Number Exhibit Page
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5 Opinion of Counsel
23.1 Consent of Arthur Andersen & Co.
23.2 Consent of Counsel (contained in
Exhibit 5)
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EXHIBIT 5
March 9, 1994
Board of Directors
Robert Half International Inc.
2884 Sand Hill Road
Suite 200
Menlo Park, CA 94025
Dear Sirs:
I have reviewed the 1991 Stock Option Plan for Field Employees of Robert
Half International Inc. in connection with the filing of a Registration
Statement on Form S-8 for the registration of 100,000 additional shares to be
offered and sold thereunder.
It is my opinion that newly issued shares, when offered and sold pursuant
to the terms of such plan for not less than their par value, will be legally
issued, fully paid and non-assessable. I express no opinion regarding treasury
shares.
I consent to the filing of this opinion as an Exhibit to the Registration
Statement.
Very truly yours,
Steven Karel
Vice President, Secretary
and General Counsel
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Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 29, 1993,
included in Robert Half International Inc.'s Form 10-K for the year ended
December 31, 1992, and to all references to our Firm included in this
registration statement and in the prospectus.
ARTHUR ANDERSON & CO.
San Francisco, California
March 9, 1994
