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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q/A
AMENDMENT NO. 1
(MARK ONE)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1994
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
.
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COMMISSION FILE NUMBER 1-10427
ROBERT HALF INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-1648752
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2884 SAND HILL ROAD
SUITE 200
MENLO PARK, CALIFORNIA 94025
(Address of principal executive offices) (zip-code)
Registrant's telephone number, including area code: (415) 854-9700
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) had been subject to such
filing requirements for the past 90 days. Yes _X_ No ____
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of October 24, 1994:
27,429,228 shares of $.001 par value Common Stock
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THIS AMENDMENT NO. 1 IS BEING FILED SOLELY FOR THE PURPOSE OF CORRECTING
CERTAIN TYPOGRAPHICAL ERRORS IN EXHIBIT 10.2. NO OTHER CHANGES ARE BEING MADE.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ROBERT HALF INTERNATIONAL INC.
(Registrant)
/s/ STEVEN KAREL
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Steven Karel
VICE PRESIDENT AND SECRETARY
(DULY AUTHORIZED SIGNATORY)
Date: January 4, 1995
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INDEX TO EXHIBITS
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SEQUENTIALLY
NUMBER EXHIBIT NUMBERED PAGE
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<C> <S> <C>
10.2 Outside Directors' Option Plan.
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EXHIBIT 10.2
OUTSIDE DIRECTORS' OPTION PLAN
OF
ROBERT HALF INTERNATIONAL INC.
1. DEFINITIONS. As used in this Plan, the following
terms have the following meanings:
1.1. ADMINISTRATOR means the Board or a committee
appointed by the Board, the composition (and, in the case of
a committee, the size) of which shall cause such
Administrator to be "disinterested" within the meaning of
the General Rules and Regulations promulgated pursuant to
Section 16 of the Exchange Act. If such Administrator is
composed of "disinterested persons" within the meaning of
such General Rules and Regulations, then any person who is
appointed a member of such Administrator and who accepts
appointment shall, by virtue thereof, be ineligible for the
time period specified in such General Rules and Regulations
to be granted an Option under the Plan.
1.2. AFFILIATE means a "parent" or "subsidiary"
corporation, as defined in Sections 425(e) and 425(f),
respectively, of the Code.
1.3. ANNUAL ORGANIZATIONAL MEETING means the first
meeting of the Board after the annual meeting of the
Company's stockholders.
1.4. BOARD means the Board of Directors of the
Company.
1.5. CHANGE IN CONTROL. A Change in Control means
any of the following events:
1.5.1. SCHEDULE 13D OR 13G FILING. A
Schedule 13D or 13G is filed pursuant to the Exchange Act
indicating that any person or group (as such terms are
defined in Section 13(d)(3) of the Exchange Act) has become
the holder of more than forty percent (40%) of the
outstanding Voting Shares. For purposes of calculating the
percentage of Voting Shares, such person or group, but no
other person or group, shall be deemed the owner of any
Voting Shares which such person or group may acquire upon
conversion of securities or upon the exercise of options,
warrants or rights.
1.5.2. CERTAIN CHANGES IN DIRECTORATE. As a
result of or in connection with any cash tender offer,
merger or other business combination, sale of assets or
<PAGE>
contested election, or combination of the foregoing, the
persons who were directors of the Company just prior to such
event shall cease within one year to constitute a majority
of the Board.
1.5.3. GOING PRIVATE. The Company's
stockholders approve a definitive agreement providing for a
transaction in which the Company will cease to be an
independent publicly-owned corporation.
1.5.4. CERTAIN CORPORATE TRANSACTIONS. The
stockholders of the Company approve a definitive agreement
(i) to merge or consolidate the Company with or into another
corporation in which the holders of the Voting Shares
immediately before such merger or reorganization will not,
immediately following such merger or reorganization, hold as
a group on a fully-diluted basis both the ability to elect
at least a majority of the directors of the surviving
corporation and at least a majority in value of the
surviving corporation's outstanding equity securities, or
(ii) to sell or otherwise dispose of all or substantially
all of the assets of the Company.
1.5.5. TENDER OR EXCHANGE OFFER. An Offer
is made by a person or group (as such terms are defined in
Section 13(d)(3) of the Exchange Act) and such Offer has
resulted in such person or group holding an aggregate of
forty percent (40%) or more of the outstanding Voting
Shares. For purposes of this Section 1.5.5, Voting Shares
held by such person or group shall be calculated in
accordance with the last sentence of Section 1.5.1 hereof.
1.6. CODE means the Internal Revenue Code of 1986,
as amended.
1.7. COMPANY means Robert Half International Inc.
1.8. DIRECTOR means a member of the Board.
1.9. ELIGIBLE DIRECTOR means a Director who is not
also an employee of the Company or an Affiliate.
1.10. EXCHANGE ACT means the Securities
Exchange Act of 1934, as amended.
1.11. GRANT DATE means the date on which an
Option is granted.
1.12. OFFER means a tender offer or an
exchange offer for shares of the Company's Stock.
1.13. OPTION means an option to purchase Stock
as described in Section 5.1 hereof. An Option granted under
this Plan is a nonstatutory option to purchase Stock which
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does not meet the requirements set forth in Section 422A of
the Code.
1.14. OPTION AGREEMENT means a written
agreement evidencing an Option, in form satisfactory to the
Company, duly executed on behalf of the Company and
delivered to and executed by an Optionee.
1.15. OPTIONEE means an Eligible Director who
has been granted an Option.
1.16. PLAN means the Outside Directors' Option
Plan.
1.17. SECURITIES ACT means the Securities Act
of 1933, as amended.
1.18. STOCK means the Common Stock, $.001 par
value, of the Company.
1.19. STOCK PURCHASE AGREEMENT means a written
agreement, in form satisfactory to the Company, duly
executed by the Company and an Optionee who has exercised an
Option to purchase Stock.
1.20. TERMINATION DATE means the date on which
an Optionee ceases to be a Director of the Company.
1.21. VESTING DATE means, with respect to each
calendar year, the last day of the month in which the Annual
Organization Meeting is held, or such other date as the
Administrator shall determine; provided, however, that the
"Vesting Date" with respect to a particular Option shall not
include the last day of the month in which such Option is
granted.
1.22. VOTING SHARES means the outstanding
shares of the Company entitled to vote for the election of
directors.
2. PURPOSES OF THE PLAN. The purposes of the Plan
are to attract and retain the best available candidates for
the Board, to provide additional equity incentives to
Eligible Directors through their participation in the growth
value of the Stock, and to promote the success of the
Company's business. To accomplish the foregoing objectives,
this Plan provides a means whereby Eligible Directors will
receive Options to purchase Stock.
3. STOCK SUBJECT TO THE PLAN. The maximum number of
shares of Stock that may be issued upon the exercise of
Options is 200,000. The shares of Stock covered by the
portion of any Option that expires or otherwise terminates
unexercised under this Plan shall become available again for
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grant. The number of shares of Stock covered by Options is
subject to adjustment in accordance with Section 5.8.
4. ADMINISTRATION. The Administrator shall have the
authority to grant Options upon the terms and conditions of
this Plan, and to determine all other matters relating to
this Plan. The Administrator may delegate ministerial
duties to such employees of the Company as it deems proper.
All questions of interpretation, implementation and
application of this Plan shall be determined by the
Administrator, and such determinations shall be final and
binding on all persons. Notwithstanding the foregoing, if
the Administrator is not composed of "disinterested persons"
within the meaning of the General Rules and Regulations
promulgated pursuant to Section 16 of the Exchange Act, said
Administrator shall delegate responsibility for
discretionary decisions concerning the Plan to a
"disinterested person" within the meaning of such General
Rules and Regulations.
5. TERMS AND CONDITIONS OF OPTIONS.
5.1. GRANT OF OPTION. Options shall be granted
pursuant to this Plan as follows:
5.1.1. GRANT ON EFFECTIVE DATE. Upon the
effective date of this Plan, an Option for 10,000 shares of
Stock shall be granted to each Eligible Director who shall
not previously have been granted an option by the Company
for the purchase of shares of Stock.
5.1.2. SUBSEQUENT GRANTS. On the date of
each Annual Organizational Meeting subsequent to the
effective date of this Plan, an Option shall be granted to
each Eligible Director. With respect to any Eligible
Director who, prior to such date, shall not have been
granted an option by the Company, whether pursuant to this
Plan or any other plan or arrangement with the Company, the
Option shall be for 10,000 shares of Stock. Otherwise, the
Option shall be for 4,000 shares of Stock.
5.2. EXERCISE PRICE. The exercise price of an
Option shall be 100% of the value of the Stock on the Grant
Date, determined in accordance with Section 6 hereof.
5.3. OPTION TERM. Each Option granted under this
Plan shall expire ten (10) years from the Grant Date.
5.4. OPTION EXERCISE.
5.4.1. INITIAL EXERCISE. No Option may be
exercised in whole or in part until the later to occur of
(i) the first Vesting Date following the Grant Date of such
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Option and (ii) six months after the Grant Date of such
Option.
5.4.2. STOCKHOLDER APPROVAL. If
stockholder approval of this Plan is required (a) under the
rules and regulations promulgated under Section 16 of the
Exchange Act in order to exempt any transaction contemplated
by this Plan from Section 16(b) of the Exchange Act, or (b)
by the rules of the New York Stock Exchange, if the
Company's securities are listed thereon, or (c) by the rules
of the National Association of Securities Dealers automated
quotation system ("NASDAQ"), National Market System, if the
Company's securities are quoted thereon, then no Option may
be exercised in whole or in part until the stockholders of
the Company have approved this Plan.
5.4.3. COMPLIANCE WITH SECURITIES LAWS.
Stock shall not be issued pursuant to the exercise of an
Option unless the exercise of the Option and the issuance
and delivery of Stock pursuant thereto shall comply with all
relevant provisions of law, including, without limitation,
the Securities Act, the Exchange Act, applicable state
securities laws, the rules and regulations promulgated under
each of the foregoing, the requirements of the New York
Stock Exchange (if the Company's securities are listed
thereon) and the requirements of NASDAQ pertaining to the
National Market System (if the Company's securities are
quoted thereon), and shall be further subject to the
approval of counsel for the Company with respect to such
compliance.
5.5. REGISTRATION AND RESALE. If the Stock
subject to this Plan is not registered under the Securities
Act and under applicable state securities laws, the
Administrator may require that the Participant deliver to
the Company such documents as counsel for the Company may
determine are necessary or advisable in order to
substantiate compliance with applicable securities laws and
the rules and regulations promulgated thereunder.
5.6. VESTING SCHEDULE. An Optionee's right to
exercise an Option shall vest, as to twenty-five percent
(25%) of the Stock (as adjusted, pursuant to Section 5.8.1
hereof, if applicable) initially subject to the Option, on
each of the first through fourth Vesting Dates following the
Grant Date.
5.7. PAYMENT UPON EXERCISE. At the time written
notice of exercise of an Option is given to the Company, the
Optionee shall make payment in full, in cash or check or by
one of the methods specified in Section 5.7.1 or Section
5.7.2 below, for all Stock purchased pursuant to the
exercise of such Option. Proceeds of any such payment shall
constitute general funds of the Company.
<PAGE>
5.7.1. PROMISSORY NOTE. An Option may be
exercised by delivery of the Optionee's full recourse
promissory note for any portion or all of the aggregate
exercise price of the Stock as to which the Option is being
exercised. Such note shall (a) bear interest at the lowest
rate which will not result in interest being imputed
pursuant to the Internal Revenue Code, (b) mature four years
after the date of exercise and (c) be on such other terms as
determined by the Administrator. Such promissory note shall
be secured by a security interest in the Stock purchased
pursuant to the Option and in such other manner, if any, as
the Administrator shall approve.
5.7.2. DELIVERY OF STOCK. An Option may
be exercised by delivery by the Optionee of Stock already
owned by the Optionee for all or part of the aggregate
exercise price of the Stock as to which the Option is being
exercised, so long as (i) the value of such Stock
(determined as provided in Section 6) is equal on the date
of exercise to the aggregate exercise price of the shares of
Stock as to which the Option is being exercised, or such
portion thereof as the Optionee is authorized to pay by
delivery of Stock and (ii) such previously owned shares have
been held by the Optionee for at least six months.
5.8. ADJUSTMENTS.
5.8.1. CHANGES IN CAPITAL STRUCTURE. If
the Stock is changed by reason of a stock split, reverse
stock split, stock dividend, or recapitalization, or is
converted into or exchanged for other securities other than
as a result of a Change of Control, the Administrator shall
make such appropriate adjustments in (i) the number and
class of shares of Stock subject to this Plan, (ii) each
Option outstanding under this Plan, and (iii) the exercise
price of each outstanding Option; provided, however, that
the Company shall not be required to issue fractional shares
as a result of any such adjustment. Each such adjustment
shall be determined by the Administrator in its sole
discretion, which determination shall be final and binding
on all persons. Any new or additional Stock to which an
Optionee may be entitled under this Section 5.8.1 shall be
subject to all of the terms and conditions set forth in
Section 5 of this Plan.
5.8.2. CHANGE OF CONTROL. In the event of
a Change of Control, all Options shall vest immediately.
5.9. NO ASSIGNMENT. No right or benefit under, or
interest in, the Plan shall be subject to assignment or
transfer (other than by will or the laws of descent and
distribution), and no such right, benefit or interest shall
be subject to attachment or legal process for or against
Participant or his or her beneficiaries, as the case may be.
<PAGE>
During the life of the Optionee, an Option shall be
exercisable only by the Optionee or, in the event of
disability of the Optionee, by the Optionee's guardian or
legal representative.
5.10. TERMINATION; EXPIRATION OF UNVESTED
OPTIONS. Options granted to an Optionee under this Plan, to
the extent such rights have not expired or been exercised,
shall terminate on such Optionee's Termination Date;
provided, however, that an Option may be exercised, to the
extent vested and exercisable on the Termination Date, for a
period of thirty (30) days after such Optionee's Termination
Date; and, provided further, that if exercise of an Option
during such thirty (30) day period would subject such
Optionee to liability under Section 16(b) of the Exchange
Act, such thirty (30) day period shall not begin to run
until six (6) months from the date of the last Stock
transaction made, indirectly or directly, by such Optionee
prior to such Optionee's Termination Date.
6. DETERMINATION OF VALUE. For purposes of this
Plan, the value of the Stock shall be the closing sales
price on the New York Stock Exchange or the NASDAQ National
Market System, as the case may be, on the date the value is
to be determined as reported in THE WALL STREET JOURNAL
(Western Edition). If there are no trades on such date, the
closing sale price on the last preceding business day upon
which trades occurred shall be the fair market value. If
the Stock is not listed on the New York Stock Exchange or
quoted on the NASDAQ National Market System, the fair market
value shall be determined in good faith by the
Administrator.
7. MANNER OF EXERCISE. An Optionee wishing to
exercise an Option shall give written notice to the Company
at its principal executive office, to the attention of the
Secretary of the Company, accompanied by an executed Stock
Purchase Agreement and by payment of the Option exercise
price in accordance with Section 5.7. The date the Company
receives written notice of an exercise hereunder accompanied
by payment of the Option exercise price will be considered
the date such Option was exercised. Promptly after receipt
of such written notice and payment, the Company shall
deliver to the Optionee or such other person permitted to
exercise such Option under Section 5.9, a certificate or
certificates for the requisite number of shares of Stock.
The Company shall pay any stock issue or transfer tax
incurred with respect to such exercise and issuance.
8. RIGHTS.
8.1. RIGHTS AS OPTIONEE. No Eligible Director
shall acquire any rights as an Optionee unless and until an
Option Agreement has been duly executed on behalf of the
<PAGE>
Company, delivered to the Optionee and executed by the
Optionee.
8.2. RIGHTS AS STOCKHOLDER. No person shall have
any rights as a stockholder of the Company with respect to
any Stock subject to an Option until the date that a stock
certificate has been issued and delivered to the Optionee.
8.3. NO RIGHT TO REELECTION. Nothing contained in
the Plan or any Option Agreement shall be deemed to create
any obligation on the part of the Board to nominate any
Director for reelection by the Company's stockholders, or
confer upon any Director the right to remain a member of the
Board for any period of time, or at any particular rate of
compensation.
9. REGISTRATION AND RESALE. The Board may, but shall
not be required to, cause the Plan, the Options, and Stock
subject to the Plan to be registered under the Securities
Act and under the securities laws of any state. No Option
may be exercised, and the Company shall not be obliged to
grant Stock upon exercise of an Option, unless, in the
opinion of counsel for the Company, such exercise and grant
is in compliance with all applicable federal and state
securities laws and the rules and regulations promulgated
thereunder. As a condition to the grant of an Option for
the issuance of Stock upon the exercise of an Option, the
Administrator may require that the Optionee agree to comply
with such provisions and federal and state securities laws
as may be applicable to such grant or the issuance of Stock,
and that the Optionee delivers to the Company such documents
as counsel for the Company may determine are necessary or
advisable in order to substantiate compliance with
applicable securities laws and the rules and regulations
promulgated thereunder.
10. AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN.
The Board may at any time amend, alter, suspend, or
discontinue this Plan, except to the extent that stockholder
approval is required for any amendment or alteration (a) by
Rule 16b-3 or applicable law in order to exempt from Section
16(b) of the Exchange Act any transaction contemplated by
this Plan, or (b) by the rules of the New York Stock
Exchange, if the Company's securities are listed thereon, or
(c) by the rules of NASDAQ pertaining to the National Market
System, if the Company's securities are quoted thereon;
provided, however, no amendment, alteration, suspension or
discontinuation shall be made that would impair the rights
of any Optionee under an Option without such Optionee's
consent; and provided further, that if the Administrator is
not composed of "disinterested persons" within the meaning
of the General Rules and Regulations promulgated pursuant to
Section 16 of the Exchange Act, any provision in this Plan
relating to the eligibility of Directors to participate in
<PAGE>
this Plan, the timing of Option grants made under this Plan
or the amount of Options granted to a Director under this
Plan shall not be amended more than once every six months,
other than to comport with the changes in the Code or the
rules thereunder. Subject to the foregoing, the
Administrator shall have the power to make such changes in
the regulations and administrative provisions hereunder, or
in any Option (with the Optionee's consent), as in the
opinion of the Administrator may be appropriate from time to
time.
11. INDEMNIFICATION OF ADMINISTRATOR. Members of the
group constituting the Administrator shall be indemnified
for actions with respect to the Plan to the fullest extent
permitted by the Certificate of Incorporation, as amended,
and the By-laws 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
person.
12. HEADINGS. The headings used in this Plan are for
convenience only, and shall not be used to construe the
terms and conditions of the Plan.
13. EFFECTIVE DATE. This Plan shall become effective
upon adoption by the Board. If stockholder approval is
required (a) under the General Rules and Regulations
promulgated under Section 16 of the Exchange Act in order to
exempt any transaction contemplated by this Plan from
Section 16(b) of the Exchange Act or (b) by the rules of the
New York Stock Exchange, if the Company's securities are
listed thereon, or (c) by the rules of NASDAQ pertaining to
the National Market System, if the Company's securities are
quoted thereon, then this Plan shall be submitted to the
stockholders of the Company for consideration at the next
annual meeting of stockholders. The Administrator may make
Options conditioned on such approval, and any Option so made
shall be effective as of the date of grant, subject only to
such approval.
