<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-Q
(MARK ONE)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1995
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
.
------------------------
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
(Address of principal executive 94025
offices) (zip-code)
Registrant's telephone number, including area code: (415) 854-9700
------------------------
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 June 30, 1995:
28,375,108 shares of $.001 par value Common Stock
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
ASSETS:
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1995 1994
------------- -----------------
(UNAUDITED)
<S> <C> <C>
Cash and cash equivalents....................................................................... $ 23,923 $ 2,638
Accounts receivable, less allowances of $2,685 in 1995
and $2,600 in 1994............................................................................. 70,891 60,025
Other current assets............................................................................ 5,720 5,040
------------- -----------------
Total current assets........................................................................ 100,534 67,703
Intangible assets, less accumulated amortization of $30,552
in 1995 and $28,249 in 1994.................................................................... 152,208 152,824
Other assets.................................................................................... 9,241 7,234
------------- -----------------
Total assets................................................................................ $261,983 $227,761
------------- -----------------
------------- -----------------
LIABILITIES AND STOCKHOLDERS' EQUITY:
Accounts payable and accrued expenses........................................................... $ 8,620 $ 7,232
Accrued payroll costs........................................................................... 28,510 19,133
Income taxes payable............................................................................ 4,362 2,181
Current portion of notes payable and other indebtedness......................................... 825 1,081
------------- -----------------
Total current liabilities................................................................... 42,317 29,627
Notes payable and other indebtedness, less current portion...................................... 2,332 3,133
Deferred income taxes........................................................................... 19,737 18,006
------------- -----------------
Total liabilities........................................................................... 64,386 50,766
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value authorized 100,000,000 shares; issued and outstanding 28,378,580
and 28,152,201 shares.......................................................................... 28 28
Capital surplus................................................................................. 88,266 82,655
Deferred compensation........................................................................... (7,478) (5,533)
Accumulated translation adjustments............................................................. (153) (541)
Retained earnings............................................................................... 116,934 100,386
------------- -----------------
Total stockholders' equity.................................................................. 197,597 176,995
------------- -----------------
Total liabilities and stockholders' equity.................................................. $261,983 $227,761
------------- -----------------
------------- -----------------
</TABLE>
The accompanying Notes to Consolidated Financial Statements are
an integral part of these financial statements.
1
<PAGE>
ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------ ------------------
1995 1994 1995 1994
-------- -------- -------- --------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Net service revenues...................................................................... $148,570 $106,514 $293,309 $206,410
Direct costs of services, consisting of payroll, payroll taxes and insurance costs for
temporary employees . 90,838 65,145 179,538 126,417
-------- -------- -------- --------
Gross margin.............................................................................. 57,732 41,369 113,771 79,993
Selling, general and administrative expenses.............................................. 40,608 28,910 79,893 56,085
Amortization of intangible assets......................................................... 1,154 1,150 2,306 2,279
Net interest (income)/expense............................................................. (83) 461 17 955
-------- -------- -------- --------
Income before income taxes................................................................ 16,053 10,848 31,555 20,674
Provision for income taxes................................................................ 6,703 4,575 13,200 8,797
-------- -------- -------- --------
Net income................................................................................ $ 9,350 $ 6,273 $ 18,355 $ 11,877
-------- -------- -------- --------
-------- -------- -------- --------
Net income per share...................................................................... $ .32 $ .22 $ .63 $ .42
-------- -------- -------- --------
-------- -------- -------- --------
</TABLE>
The accompanying Notes to Consolidated Financial Statements are
an integral part of these financial statements.
2
<PAGE>
ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
----------------
1995 1994
------- -------
(UNAUDITED)
<S> <C> <C>
COMMON STOCK:
Balance at beginning of period................................................................................ $ 28 $26,837
Issuance of restricted stock, net -- par value................................................................ -- 334
Exercises of stock options -- par value....................................................................... -- 213
Change in par value........................................................................................... -- (27,298)
Repurchases of common stock -- par value...................................................................... -- (59)
------- -------
Balance at end of period.................................................................................... $ 28 $ 27
------- -------
------- -------
CAPITAL SURPLUS:
Balance at beginning of period................................................................................ $82,655 $33,113
Issuance of restricted stock, net -- excess over par value.................................................... 3,268 4,913
Exercises of stock options -- excess over par value........................................................... 1,185 903
Tax benefits from exercises of stock options.................................................................. 1,158 941
Change in par value........................................................................................... -- 27,298
------- -------
Balance at end of period.................................................................................... $88,266 $67,168
------- -------
------- -------
DEFERRED COMPENSATION:
Balance at beginning of period................................................................................ $(5,533) $(2,113)
Issuance of restricted stock, net............................................................................. (3,268) (5,246)
Amortization of deferred compensation......................................................................... 1,323 824
------- -------
Balance at end of period.................................................................................... $(7,478) $(6,535)
------- -------
------- -------
ACCUMULATED TRANSLATION ADJUSTMENTS:
Balance at beginning of period................................................................................ $ (541) $ (589)
Translation adjustments....................................................................................... 388 53
------- -------
Balance at end of period.................................................................................... $ (153) $ (536)
------- -------
------- -------
RETAINED EARNINGS:
Balance at beginning of period................................................................................ $100,386 76,354
Repurchases of common stock -- excess over par value.......................................................... (1,807) (913)
Net income.................................................................................................... 18,355 11,877
------- -------
Balance at end of period.................................................................................... $116,934 $87,318
------- -------
------- -------
</TABLE>
The accompanying Notes to Consolidated Financial Statements are
an integral part of these financial statements.
3
<PAGE>
ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
----------------
1995 1994
------- -------
(UNAUDITED)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income.................................................................................................... $18,355 $11,877
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of intangible assets........................................................................... 2,306 2,279
Depreciation expense........................................................................................ 1,531 1,275
Deferred income taxes....................................................................................... 1,325 637
Changes in assets and liabilities, net of effects of acquisitions:
Increase in accounts receivable........................................................................... (10,838) (8,501)
Increase in accounts payable, accrued expenses and accrued payroll costs.................................. 9,331 5,632
Increase in income taxes payable.......................................................................... 2,181 2,100
Change in other assets, net of change in other liabilities................................................ 1,305 1,776
------- -------
Total adjustments......................................................................................... 7,141 5,198
------- -------
Net cash and cash equivalents provided by operating activities................................................ 25,496 17,075
CASH FLOWS USED IN INVESTING ACTIVITIES:
Acquisitions, net of cash acquired.......................................................................... (226) (4,283)
Capital expenditures........................................................................................ (3,464) (2,098)
------- -------
Cash and cash equivalents used in investing activities........................................................ (3,690) (6,381)
CASH FLOWS USED IN FINANCING ACTIVITIES:
Borrowings under credit agreement........................................................................... -- 51,200
Repayments under credit agreement........................................................................... -- (62,900)
Repurchases of common stock or common stock equivalents..................................................... (1,807) (972)
Principal payments on notes payable and other indebtedness.................................................. (1,057) (313)
Proceeds and tax benefits from exercise of stock options.................................................... 2,343 2,057
------- -------
Net cash and cash equivalents used in financing activities.................................................... (521) (10,928)
------- -------
Net decrease in cash and cash equivalents..................................................................... 21,285 (234)
Cash and cash equivalents at beginning of period.............................................................. 2,638 1,773
------- -------
Cash and cash equivalents at end of period.................................................................... $23,923 $ 1,539
------- -------
------- -------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest.................................................................................................... $ 311 $ 903
Income taxes................................................................................................ 6,072 4,632
Acquisitions:
Fair value of assets acquired --
Intangible assets......................................................................................... $ 207 $ 5,294
Other..................................................................................................... 28 1,618
Liabilities incurred --
Notes payable and contracts............................................................................... (9) (2,119)
Other..................................................................................................... -- (510)
------- -------
Cash paid, net of cash acquired............................................................................. $ 226 $ 4,283
------- -------
------- -------
</TABLE>
The accompanying Notes to Consolidated Financial Statements are
an integral part of these financial statements.
4
<PAGE>
ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1995
(UNAUDITED)
NOTE A -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION. The Consolidated Financial Statements include
the accounts of Robert Half International Inc. (the "Company") and its
subsidiaries, all of which are wholly-owned. The company is a Delaware
corporation. All significant intercompany balances have been eliminated. Certain
reclassifications have been made to the 1994 financial statements to conform to
the 1995 presentation.
INTERIM FINANCIAL INFORMATION. The Consolidated Financial Statements have
been prepared pursuant to the rules and regulations of the Securities and
Exchange Commission ("SEC") and, in management's opinion, include all
adjustments necessary for a fair statement of results for such interim periods.
Certain information and note disclosures normally included in annual financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to SEC rules or regulations; however,
the Company believes that the disclosures made are adequate to make the
information presented not misleading.
The interim results for the three and six months ended June 30, 1995, and
1994 are not necessarily indicative of results for the full year. It is
suggested that these financial statements be read in conjunction with the
financial statements and the notes thereto included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1994.
REVENUE RECOGNITION. Temporary service revenues are recognized when the
services are rendered by the Company's temporary employees. Permanent placement
revenues are recognized when employment candidates accept offers of permanent
employment. Reserves are established to estimate losses due to placed candidates
not remaining in employment for the Company's guarantee period, typically 90
days.
FOREIGN CURRENCY TRANSLATION. Foreign income statement items are translated
at the monthly average exchange rates prevailing during the period. Foreign
balance sheets are translated at the current exchange rates at the end of the
period, and the related translation adjustments are recorded as part of
Stockholders' Equity. Gains and losses resulting from foreign currency
transactions are included in the consolidated statements of income.
CASH AND CASH EQUIVALENTS. For purposes of the Consolidated Statements of
Cash Flows, the Company classifies all highly-liquid investments with a maturity
of three months or less as cash equivalents.
INTANGIBLE ASSETS. Intangible assets represent the cost of acquired
companies in excess of the fair market value of their net tangible assets at the
acquisition date, and are being amortized on a straight-line basis over a period
of 40 years. The carrying value of intangible assets is periodically reviewed by
the Company and impairments are recognized when the expected future operating
cash flows derived from such intangible assets are less than their carrying
value. Based upon its most recent analysis, the Company believes that no
material impairment of intangible assets exist at June 30, 1995.
INCOME TAXES. Deferred taxes are computed based on the difference between
the financial statement and income tax bases of assets and liabilities using the
enacted marginal tax rate.
NOTE B -- SECURITIES REPURCHASE PROGRAM
On May 11, 1995, the Company was authorized by its board of directors to
repurchase up to one million shares of the Company's common stock from time to
time on the open market or in privately negotiated transactions.
5
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS FOR EACH OF THE THREE AND SIX MONTHS ENDED JUNE 30,
1995 AND 1994.
Net service revenues increased 39.5% during the second quarter of 1995
compared to the same period in 1994. Net service revenues for the six months
ended June 30, 1995 increased 42.1% compared to the six months ended June 30,
1994. Temporary service revenues increased approximately 40.6% and 42.8% during
the three and six months ended June 30, 1995, relative to the three and six
months ended June 30, 1994. Permanent placement revenues increased 29.8% and
36.0% during the comparable three and six months ended June 30, 1995. The
revenue comparisons reflect continued improvement in the demand for the
Company's specialized staffing services.
Gross margin dollars increased 39.6% and 42.2% during the three and six
month periods ended June 30, 1995, compared with the corresponding three and six
month periods ended June 30, 1994. Gross margin amounts equaled 38.9% and 38.8%
of revenue for the three and six month periods ended June 30, 1995 and 38.8% of
revenue for both the three and six month periods ended June 30, 1994.
Selling, general and administrative expenses were approximately $41 million
and $80 million during the three and six months ended June 30, 1995 compared to
approximately $29 million and $56 million during the three and six months ended
June 30, 1994. Selling, general and administrative expenses as a percentage of
revenues was 27.3% and 27.2% in the three and six months ended June 30, 1995
compared to 27.1% and 27.2% in the three and six months ended June 30, 1994.
Net interest income/expense for the three and six months ended June 30, 1995
decreased by 118% and 98% over the comparable 1994 periods due to an increase in
interest income from an increase in cash and cash equivalents and a decrease in
interest expense due to a reduction in outstanding indebtedness.
The provision for income taxes for the three and six months ended June 30,
1995, was 41.8% compared to 42.2% and 42.6% of income before taxes for the same
periods in 1994. The decrease in 1995 is the result of a smaller percentage of
non-deductible intangible expenses relative to income.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 1995 the Company's sources of liquidity included
approximately $23.9 million in cash and cash equivalents and $58.2 million in
net working capital. In addition, as of June 30, 1995 $76.6 million is available
for borrowing under the Company's $80.0 million bank revolving credit facility
at interest rates of either the Eurodollar rate plus 1% or at prime.
The Company's liquidity during the first six months of 1995 has increased by
$25.5 million from funds generated by operating activities.
On May 11, 1995, the Company was authorized by its board of directors to
repurchase up to one million shares of the Company's common stock from time to
time on the open market or in privately negotiated transactions.
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 line of credit will be sufficient to support the working capital needs
of the Company's offices, fixed payments and other long-term obligations.
6
<PAGE>
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 11, 1995, registrant held its annual meeting of stockholders. The
only matter presented to stockholders at the annual meeting was the election of
two directors to Class III. The vote for director was as follows:
<TABLE>
<CAPTION>
NOMINEE SHARES FOR SHARES WITHHELD
- ---------------------------------------------------- ------------- ---------------
<S> <C> <C>
Edward W. Gibbons................................... 24,059,277 324,630
Harold M. Messmer, Jr............................... 23,972,731 411,176
</TABLE>
The continuing directors, whose terms of office did not expire at the
meeting, are Andrew S. Berwick, Jr., Frederick P. Furth, Frederick A. Richman,
Thomas J. Ryan and J. Stephen Schaub.
No other matters were voted upon at the annual meeting.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
<TABLE>
<CAPTION>
EXHIBIT NO.
- -----------
<S> <C>
10.1 First Amendment to Credit Agreement among Registrant, NationsBank of North Carolina, N.A. and Bank of America National
Trust and Savings Association.
10.2 Outside Directors' Option Plan.
11 Computation of Per Share Earnings.
27 Financial Data Schedules.
</TABLE>
(b) The registrant filed no current report on Form 8-K during the quarter
covered by this report.
7
<PAGE>
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/ M. KEITH WADDELL
--------------------------------------
M. Keith Waddell
SENIOR VICE PRESIDENT,
CHIEF FINANCIAL OFFICER AND TREASURER
(PRINCIPAL FINANCIAL OFFICER AND
DULY AUTHORIZED SIGNATORY)
Date: August 4, 1995
8
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBITS DESCRIPTION NUMBERED PAGE
- ---------- ------------------------------------------------------------------------------------------- -------------
<C> <S> <C>
10.1 First Amendment to Credit Agreement among Registrant, NationsBank of North Carolina, N.A.
and Bank of America National Trust and Savings Association.
10.2 Outside Directors' Option Plan.
11 Computation of Per Share Earnings.
27 Financial Data Schedules.
</TABLE>
<PAGE>
Exhibit 10.1
FIRST AMENDMENT TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") dated as of
June 1, 1995, is made among Robert Half International Inc., a Delaware corpora-
tion (the "COMPANY"); each of the Banks that is a party to the Credit Agreement
defined below (individually, a "BANK" and, collectively, the "BANKS");
NationsBank of North Carolina, N.A., as Administrative Agent for the Banks (in
such capacity, together with its successors in such capacity, the
"ADMINISTRATIVE AGENT"); and NationsBank of North Carolina, N.A., and Bank of
America National Trust and Savings Association, each as Co-Agent and Co-Arranger
(in such capacities, together with their successors in each such capacity, the
"CO-AGENTS").
WHEREAS, the Company, the Administrative Agent, the Co-Agents, and the Banks
are parties to the Credit Agreement dated as of November 1, 1993 (the "CREDIT
AGREEMENT"), pursuant to which the Banks have extended credit to the Company in
an aggregate principal amount not exceeding $80,000,000 to finance the
operations of the Company and its Subsidiaries, to refinance certain existing
indebtedness of the Company and to enable certain acquisitions and capital
expenditures by the Company, and for other purposes; and
WHEREAS, the Company has requested that the Credit Agreement, as in effect
on the date of this Amendment, be amended in the respects set forth below, and
the Administrative Agent, the Co-Agents and the Banks are willing to accommodate
the Company's request on the terms and conditions contained in this Amendment.
NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and
agreements set forth below and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. DEFINED TERMS. Capitalized terms used but not defined in this Amendment
shall have the meanings assigned to such terms in the Credit Agreement and the
rules of interpretation set forth in Sections 1.02(a) and 1.04 of the Credit
Agreement shall be applicable to this Amendment.
<PAGE>
2. AMENDMENTS TO SECTION 1.01.
(a) Section 1.01 of the Credit Agreement is hereby amended by deleting
the definitions of "APPLICABLE COMMITMENT FEE PERCENTAGE", "APPLICABLE
ISSUANCE FEE PERCENTAGE" and "APPLICABLE MARGIN" in their entirety and
inserting in their respective places the following new definitions:
"APPLICABLE COMMITMENT FEE PERCENTAGE" shall mean, with respect to each
Bank's Commitment at any time, the rate equal to the percentages per annum set
forth on the right in the table below when the Total Indebtedness to Cash Flow
Ratio for the quarter immediately preceding the date of determination falls
within the parameters listed on the left in the table below:
<TABLE>
<CAPTION>
APPLICABLE
TOTAL INDEBTEDNESS TO CASH FLOW RATIO FEE (% P.A.)
- --------------------------------------- -------------
<S> <C>
Below 1.25 0.175
Between 1.25 and 2.00 (including 1.25) 0.200
Between 2.00 and 2.75 (including 2.00) 0.250
Between 2.75 and 3.50 (including 2.75) 0.300
Above and including 3.50 0.350
</TABLE>
"APPLICABLE ISSUANCE FEE PERCENTAGE" shall mean, with respect to each
Letter of Credit at any time, the rate equal to the percentage per annum set
forth on the right in the table below when the Total Indebtedness to Cash Flow
Ratio for the quarter immediately preceding the date of determination falls
within the parameters listed on the left in the table below:
<TABLE>
<CAPTION>
APPLICABLE
TOTAL INDEBTEDNESS TO CASH FLOW RATIO FEE (% P.A.)
- --------------------------------------- -------------
<S> <C>
Below 1.25 0.60
Between 1.25 and 2.00 (including 1.25) 0.90
Between 2.00 and 2.75 (including 2.00) 1.20
Between 2.75 and 3.50 (including 2.75) 1.50
Above and including 3.50 1.75
</TABLE>
"APPLICABLE MARGIN" shall mean, with respect to each Eurodollar Loan at
any time, the percentages per annum set forth on the right in the table below
when the Total Indebtedness to Cash Flow Ratio for the quarter immediately
preceding the date of determination falls within the parameters listed on the
left in the table below:
<PAGE>
<TABLE>
<CAPTION>
APPLICABLE
TOTAL INDEBTEDNESS TO CASH FLOW RATIO MARGIN (% P.A.)
- --------------------------------------- ---------------
<S> <C>
Below 1.25 0.60
Between 1.25 and 2.00 (including 1.25) 0.90
Between 2.00 and 2.75 (including 2.00) 1.20
Between 2.75 and 3.50 (including 2.75) 1.50
Above and including 3.50 1.75
</TABLE>
(b) The definition of the term "TERMINATION DATE" contained in Section 1.01
of the Credit Agreement is hereby amended by deleting the date "August 31, 2000"
contained in line 1 of such definition and substituting in lieu thereof the date
"August 31, 2001".
3. AMENDMENT TO SECTION 2.04. Section 2.04(b) of the Credit Agreement is
hereby amended by deleting the table set forth in such section and substituting
in lieu thereof the following table:
<TABLE>
<CAPTION>
(A) (B)
COMMITMENTS REDUCED
COMMITMENT REDUCTION TO THE FOLLOWING
DATE AMOUNTS ($)
- --------------------- ---------------------
<S> <C>
January 31, 1996 $ 77,500,000
August 31, 1996 $ 75,000,000
January 31, 1997 $ 67,500,000
August 31, 1997 $ 60,000,000
January 31, 1998 $ 52,500,000
August 31, 1998 $ 45,000,000
January 31, 1999 $ 37,500,000
August 31, 1999 $ 30,000,000
January 31, 2000 $ 22,500,000
August 31, 2000 $ 15,000,000
January 31, 2001 $ 7,500,000
August 31, 2001 $ 0
</TABLE>
4. AMENDMENTS TO SECTION 8.20.
(a) Section 8.20 of the Credit Agreement is hereby amended by deleting the
amount "$4,000,000" contained in line 3 of such section and substituting in
lieu thereof the amount "$5,000,000".
(b) Section 8.20 of the Credit Agreement is further amended by deleting the
amount "5,000,000" contained in line 9
<PAGE>
of such section and substituting in lieu thereof the amount "$8,000,000".
5. COMPANY'S REPRESENTATIONS AND WARRANTIES. The Company represents and
warrants to the Administrative Agent, the Co-Agents, the Issuing Bank and the
Banks that:
(a) the representations and warranties made by the Company in the Credit
Agreement and by each Obligor in each of the other Basic Documents to which
it is a party were true and correct when made;
(b) the representations and warranties made by the Company in Section 7
of the Credit Agreement and by each Obligor in each of the other Basic
Documents to which it is a party are true and correct as of the date of
effectiveness of this Amendment as if made on such date (or, if any such
representation and warranty is expressly stated to have been made as of a
specific date, as of such specific date), except that, solely for the
purpose of this Section 5(b), (i) the representations and warranties made by
the Company in Section 7.02 of the Credit Agreement shall be deemed to be
made with respect to the most recent audited and unaudited financial
statements delivered by the Company pursuant to Section 8.01 of the Credit
Agreement, and (ii) all references in Section 7 of the Credit Agreement to
Schedule(s) I, III, V and VI to the Credit Agreement shall be deemed to
refer to the updated schedules attached as Schedule(s) I, III, V and VI to
this Amendment;
(c) upon the date of effectiveness of this Amendment no Default under
the Credit Agreement has occurred and is continuing;
(d) this Amendment constitutes the legal, valid and binding obligation
of the Company enforceable against the Company in accordance with its terms,
except as may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or limiting creditors' rights
generally or by equitable principles relating to enforceability; and
(e) none of the execution and delivery by the Company of this Amendment,
the execution and delivery by each Guarantor of each Confirmation of
Guarantee referred to in Section 6(b) of this Amendment, the execution and
delivery by each Pledgor
<PAGE>
of each Confirmation of Pledge Agreement referred to in Section 6(c) of this
Amendment, the consummation of the transactions contemplated by this
Amendment, nor compliance with the terms of the Basic Documents (as so
amended and so confirmed), (A) does or will (i) conflict with, violate any
provision of, or require any consent under, the charter or by-laws of the
Company or any Active Subsidiary, (ii) violate any applicable Governmental
Rule or conflict with, result in a breach of, require any consent under or
constitute a default under any agreement or instrument (other than the Basic
Documents) to which the Company or any Active Subsidiary is a party or by
which any of them or any of their Property is bound or to which any of them
is subject, (iii) constitute a default under, or result in the acceleration
or mandatory prepayment of, any indebtedness evidenced by or termination of
any such agreement or instrument, or (iv) result in the creation or
imposition of any Lien upon any Property of the Company or any Active
Subsidiary pursuant to the terms of any such agreement or instrument, in each
case which violation, conflict, breach, default, Lien or failure to obtain
consent would have a Material Adverse Effect or (B) does or will result in a
breach of or constitute a default under the Credit Agreement or any other
Basic Document.
6. CONDITIONS TO EFFECTIVENESS. This Amendment shall be and become
effective upon the execution and delivery by the parties of this Amendment and
receipt by the Administrative Agent of the following documents, each of which
shall be satisfactory to the Administrative Agent (and to the extent specified
below, to each Bank) in form and substance:
(a) CERTIFICATES. A Secretary's Certificate of the Company
substantially in the form attached to this Amendment as Exhibit A-1; and a
Secretary's Certificate of each Guarantor and each Pledgor substantially in
the form attached to this Amendment as Exhibit A-2;
(b) CONFIRMATION OF GUARANTEE AGREEMENTS. A confirmation duly executed
by each Guarantor that each Guarantee Agreement, as appropriate, remains in
effect notwithstanding the execution, delivery and performance of this
Amendment by the parties hereto, substantially in the form attached to this
Amendment as Exhibit B;
<PAGE>
(c) CONFIRMATION OF PLEDGE AGREEMENTS. A confirmation duly executed by
each Pledgor that each Pledge Agreement, as appropriate, remains in effect
notwithstanding the execution, delivery and performance of this Amendment by
the parties hereto, substantially in the form attached to this Amendment as
Exhibit C;
(d) OPINION OF COUNSEL TO THE OBLIGORS. An opinion, dated the Closing
Date, of O'Melveny & Myers, counsel to the Obligors, in substantially the
form attached to this Amendment as Exhibit D and covering such other matters
as the Administrative Agent or any Bank may reasonably request (and the
Company, for itself and on behalf of each Obligor, hereby instructs such
counsel to deliver such opinion to the Banks and the Administrative Agent).
(e) OTHER DOCUMENTS. Such other documents as the Administrative Agent
or any Bank or counsel to any Bank may reasonably request.
7. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT.
(a) Except as specifically amended by this Amendment, the Credit
Agreement shall remain in full force and effect and is hereby ratified and
confirmed.
(b) This Amendment shall be construed as one with the Credit Agreement,
and the Credit Agreement shall, where the context requires, be read and
construed throughout so as to incorporate this Amendment.
8. ENTIRE AGREEMENT. This Amendment, together with the Credit Agreement
and the other Basic Documents, and the documents referred to herein or therein
or executed in connection herewith or therewith supersede all prior or
agreements and understandings, written or oral, among the parties with respect
to the subject matter of this Amendment. No party shall have any duties or
responsibilities except those expressly set forth in the Basic Documents (as
from time to time amended, including by this Amendment).
9. EXPENSES, ETC. Without limiting any provision of the Credit Agreement,
the Company agrees to pay or reimburse each of the Banks and the Administrative
Agent for (a) all reasonable out-of-pocket costs and expenses of the
Administrative Agent (including the reasonable fees and expenses of Milbank,
Tweed, Hadley & McCloy, counsel to the Banks), and reasonable costs and
<PAGE>
expenses of inside counsel to BofA, in connection with the negotiation,
preparation, execution and delivery of this Amendment and (b) all other costs
and expenses for which the Banks and the Administrative Agent are entitled to
be reimbursed pursuant to Section 11.03 of the Credit Agreement.
10. SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon and inure
to the benefit of its parties and their respective successors and permitted
assigns.
11. SEVERABILITY. Any provisions of this Amendment that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions of this Amendment, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
12. CAPTIONS. The captions and section headings appearing in this
Amendment are included solely for convenience of reference and are not intended
to affect the interpretation of any provision of this Amendment.
13. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties to this Amendment may execute this Amendment
by signing any such counterpart.
14. GOVERNING LAW; SUBMISSION TO JURISDICTION. THIS AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
CALIFORNIA APPLICABLE TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF
CALIFORNIA; PROVIDED THAT THE ADMINISTRATIVE AGENT AND THE BANKS SHALL RETAIN
ALL RIGHTS ARISING UNDER FEDERAL LAW. THE COMPANY HEREBY SUBMITS TO THE
NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN
DISTRICT OF CALIFORNIA AND OF ANY CALIFORNIA STATE COURT SITTING IN SAN
FRANCISCO, CALIFORNIA, FOR THE PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF
OR RELATING TO THIS AMENDMENT OF THE TRANSACTIONS CONTEMPLATED BY THIS
AMENDMENT. THE COMPANY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT
ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM.
<PAGE>
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed and delivered as of the day and year first above written.
ROBERT HALF INTERNATIONAL INC.
By: /s/ M. Keith Waddell
-------------------------------
Title:
BANKS:
NATIONSBANK OF NORTH CAROLINA, N.A.
By: /s/ Brooke Bauer Berg
-------------------------------
Title: Vice President
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By: /s/ Cathleen Stark
-------------------------------
Title: Vice President
UNION BANK
By: /s/ B.T. Madigan
-------------------------------
Title: Vice President
<PAGE>
NATIONSBANK OF NORTH CAROLINA, N.A.,
as Administrative Agent
By: /s/ Brooke Berg
-------------------------------
Title: Vice President
Address for Notices to
NationsBank of North Carolina,
N.A., as Administrative Agent:
101 S. Tryon Street
6th Floor
Charlotte, North Carolina 28255
Ref: Robert Half International Inc.
Attention: Mollie Canup
Telecopier No.: (704) 386-8694
Telecopier No.: (704) 386-9923
Telephone No.: (704) 386-1316
With a copy to:
444 South Flower Street
Suite 1500
Los Angeles, California 90071-2901
Attention: Mr. Scott LaRue
Telecopier No.: (213) 624-5815
Telephone No.: (213) 624-3916
<PAGE>
NATIONSBANK OF NORTH CAROLINA, N.A.,
as Co-Agent and Co-Arranger
By: /s/ Brooke Berg
-------------------------------
Title: Vice President
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Co-Agent and
Co-Arranger
By: /s/ Cathleen Stark
-------------------------------
Title: Vice President
<PAGE>
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
<PAGE>
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
<PAGE>
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 5,000 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
<PAGE>
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.
<PAGE>
EXHIBIT 11
ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES
COMPUTATION OF PER SHARE EARNINGS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------- --------------------
1995 1994 1995 1994
--------- --------- --------- ---------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Net Income......................................................... $ 9,350 $ 6,273 $ 18,355 $ 11,877
--------- --------- --------- ---------
--------- --------- --------- ---------
Weighted Average Number Of Shares Outstanding:
Primary:
Common stock................................................... 28,383 27,213 28,343 27,125
Common stock equivalents-
Stock options (A)............................................. 927 949 953 918
--------- --------- --------- ---------
Primary shares outstanding..................................... 29,310 28,162 29,296 28,043
--------- --------- --------- ---------
--------- --------- --------- ---------
Fully Diluted:
Common stock................................................... 28,383 27,213 28,343 27,125
Common stock equivalents-
Stock options (A)............................................. 982 1,042 1,010 1,066
--------- --------- --------- ---------
Fully diluted shares outstanding............................... 29,365 28,255 29,353 28,191
--------- --------- --------- ---------
--------- --------- --------- ---------
Net Income Per Share:
Primary........................................................ $ .32 $ .22 $ .63 $ .42
Fully diluted.................................................. $ .32 $ .22 $ .63 $ .42
<FN>
- ------------------------
(A) The treasury stock method was used to determine the weighted average number
of shares of common stock equivalents outstanding during the periods.
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 6-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1994
<PERIOD-START> JAN-01-1995 JAN-01-1994
<PERIOD-END> JUN-30-1995 DEC-31-1994
<CASH> 23,923 2,638
<SECURITIES> 0 0
<RECEIVABLES> 73,576 62,625
<ALLOWANCES> 2,685 2,600
<INVENTORY> 0 0
<CURRENT-ASSETS> 100,534 67,703
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 261,983 227,761
<CURRENT-LIABILITIES> 42,317 29,627
<BONDS> 2,332 3,133
<COMMON> 28 28
0 0
0 0
<OTHER-SE> 197,597 176,995
<TOTAL-LIABILITY-AND-EQUITY> 261,983 227,761
<SALES> 0 0
<TOTAL-REVENUES> 293,309 446,328
<CGS> 0 0
<TOTAL-COSTS> 179,538 273,327
<OTHER-EXPENSES> 2,306 4,584
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 17 1,570
<INCOME-PRETAX> 31,555 45,207
<INCOME-TAX> 13,200 19,090
<INCOME-CONTINUING> 18,355 26,117
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 18,355 26,117
<EPS-PRIMARY> .63 .92
<EPS-DILUTED> .63 .92
</TABLE>
