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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)
OUTSIDE DIRECTORS' OPTION PLAN
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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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<CAPTION>
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 200,000 $40 $8,000,000 $2,759
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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 December 21, 1995.
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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.
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 Company 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 Indemnification Agreements with each of its directors and certain executive
officers (the form of which Indemnification 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
Indemnification 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 Indemnification
Agreements described above.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS.
NUMBER EXHIBIT
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5 Opinion of Counsel
23.1 Consent of Arthur Andersen LLP
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 December 22,
1995.
ROBERT HALF INTERNATIONAL INC.
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(Registrant)
By: /s/ M. Keith Waddell
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M. Keith Waddell
Senior 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: December 22, 1995 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: December 22, 1995 By: /s/ Andrew S. Berwick, Jr.
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Andrew S. Berwick, Jr., Director
Date: , 1995 By: /s/
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Frederick P. Furth, Director
Date: December 22, 1995 By: /s/ Edward W. Gibbons
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Edward W. Gibbons, Director
Date: December 22, 1995 By: /s/ Frederick A. Richman
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Frederick A. Richman, Director
Date: December 22, 1995 By: /s/ Thomas J. Ryan
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Thomas J. Ryan, Director
Date: December 22, 1995 By: /s/ J. Stephen Schaub
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J. Stephen Schaub, Director
Date: December 22, 1995 By: /s/ M. Keith Waddell
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M. Keith Waddell
Senior Vice President, Chief
Financial Officer and Treasurer
(Principal Financial Officer)
Date: December 22, 1995 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 LLP
23.2 Consent of Counsel (contained in
Exhibit 5)
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EXHIBIT 5
December 21, 1995
Board of Directors
Robert Half International Inc.
2884 Sand Hill Road
Suite 200
Menlo Park, CA 94025
Dear Sirs:
I have reviewed the Outside Directors' Option Plan of Robert Half
International Inc. in connection with the filing of a Registration Statement
on Form S-8 for the registration of 200,000 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,
/s/ Ann Shiraishi
Ann Shiraishi
Associate 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 reports dated January 24,
1995, included in Robert Half International Inc.'s Annual Report on Form 10-K
for the year ended December 31, 1994, and to all references to our Firm
included in this registration statement and in the prospectus.
San Francisco, California ARTHUR ANDERSEN LLP
November 30, 1995
