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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. 1)
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Robert Half International Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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ROBERT HALF INTERNATIONAL INC.
2884 SAND HILL ROAD
MENLO PARK, CALIFORNIA 94025
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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
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TO BE HELD
TUESDAY, AUGUST 25, 1998
9:00 A.M.
To the Stockholders:
A special meeting of stockholders of ROBERT HALF INTERNATIONAL INC. (the
"Company") will be held at 9:00 a.m. on Tuesday, August 25, 1998 at 2884 Sand
Hill Road, Suite 200, Menlo Park, California 94025. The meeting will be held for
the following purposes:
1. To approve an amendment to the Company's Restated Certificate of
Incorporation that would increase the number of authorized shares of Common
Stock.
2. To transact such other business as may properly come before the meeting
or any adjournment of the meeting.
Only stockholders of record at the close of business on July 7, 1998 are
entitled to notice of, and to vote at, the meeting and any adjournment of the
meeting.
BY ORDER OF THE BOARD OF DIRECTORS
STEVEN KAREL
SECRETARY
Menlo Park, California
July 17, 1998
--IMPORTANT--
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND RETURN THE
ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POST-PAID ENVELOPE. IF
YOU ATTEND THE MEETING AND SO DESIRE, YOU MAY WITHDRAW YOUR PROXY AND VOTE IN
PERSON.
THANK YOU FOR ACTING PROMPTLY.
<PAGE>
ROBERT HALF INTERNATIONAL INC.
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PROXY STATEMENT
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INTRODUCTION
The enclosed proxy is solicited on behalf of the Board of Directors
(sometimes referred to as the "Board") of Robert Half International Inc., a
Delaware corporation (the "Company"), the principal executive offices of which
are located at 2884 Sand Hill Road, Menlo Park, California 94025. The
approximate date on which this proxy statement and the enclosed proxy are being
mailed to the Company's stockholders is July 17, 1998. The proxy is solicited
for use at the special meeting of stockholders (the "Meeting") to be held at
9:00 a.m. on Tuesday, August 25, 1998, at the principal executive offices of the
Company. Only stockholders of record on July 7, 1998 will be entitled to notice
of, and to vote at, the Meeting and any adjournment of the Meeting. Each share
is entitled to one vote. At the close of business on July 7, 1998 the Company
had outstanding and entitled to vote 92,159,912 shares of its common stock,
$.001 par value ("Common Stock").
A stockholder giving a proxy in the form accompanying this proxy statement
has the power to revoke the proxy prior to its exercise. A proxy can be revoked
by an instrument of revocation delivered prior to the Meeting to the Secretary
of the Company, by a duly executed proxy bearing a date later than the date of
the proxy being revoked, or at the Meeting if the stockholder is present and
elects to vote in person. Solicitation of proxies may be made by directors,
officers or employees of the Company by telephone or personal interview as well
as by mail. Costs of solicitation will be borne by the Company.
An automated system administered by the Company's transfer agent will
tabulate votes cast at the Meeting. Abstentions and broker non-votes are each
included in the determination of the number of shares present and voting, and
each is tabulated separately. Abstentions are counted in tabulations of the
votes cast, whereas broker non-votes are not counted for purposes of determining
whether a proposal has been approved.
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PROPOSAL TO INCREASE AUTHORIZED COMMON STOCK
The Board of Directors of the Company has approved and recommends that the
stockholders approve a proposal to amend Section 4.A of the Company's Restated
Certificate of Incorporation to increase the authorized shares of the Company's
common stock (the "Common Stock") from 160,000,000 shares to 260,000,000 shares.
No change is proposed to be made to the number of authorized shares of Preferred
Stock.
The Board of Directors has considered the declaration and payment of a stock
dividend at a future date, subject to appropriate market and other conditions.
The Board of Directors of the Company believes the proposed increase in the
authorized shares of Common Stock is in the best interests of the Company and
its stockholders because it would enable the Board to declare such a stock
dividend at a future date, if it so determines, and would provide the Company
with needed flexibility to act with respect to possible future financings,
investment opportunities, acquisitions and other corporate purposes without the
delay and expense involved in obtaining stockholder approval each time an event
requiring the issuance of shares may arise. However, the Company has no present
plans to issue additional shares of Common Stock in the near future.
The availability of authorized but unissued shares of Common Stock might be
deemed to have the effect of preventing or discouraging an attempt by another
person to obtain control of the Company, because the additional shares could be
issued by the Board of Directors, which could dilute the stock ownership of such
person. The Company has no plans for such issuances and this proposal is not
being proposed in response to a known effort to acquire control of the Company.
At the Annual Meeting, the stockholders will be asked to approve the
following resolution:
RESOLVED, that the directors and officers of Robert Half International
Inc. are hereby authorized and directed to amend Section 4.A of this
corporation's Restated Certificate of Incorporation, as appropriate, to
increase the number of authorized shares of Common Stock of this
corporation from 160,000,000 shares to 260,000,000 shares.
Approval of the resolution requires the vote of a majority of the
outstanding shares of the Company's Common Stock.
THE BOARD OF DIRECTORS BELIEVES THAT THE PROPOSAL IS IN THE BEST INTEREST OF
THE COMPANY AND ITS STOCKHOLDERS AND UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS
VOTE FOR THE PROPOSAL. PROXIES SOLICITED BY THE BOARD WILL BE SO VOTED UNLESS
STOCKHOLDERS SPECIFY A CONTRARY CHOICE IN THEIR PROXIES.
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BENEFICIAL STOCK OWNERSHIP
The following table sets forth information as of June 30, 1998 concerning
beneficial ownership of Common Stock by (i) the only persons known to the
Company to be beneficial owners of 5% or more of the outstanding Common Stock,
(ii) each director, (iii) the five executive officers of the Company who had the
highest combination of salary and bonus during 1997, and (iv) all executive
officers and directors as a group. Included in share ownership are shares that
may be acquired upon the exercise of options that are currently exercisable or
become exercisable on or before August 31, 1998 ("Exercisable Options"). All
persons have sole voting and investment power except as otherwise indicated.
<TABLE>
<CAPTION>
SHARES OF PERCENT
COMMON STOCK OF
BENEFICIALLY COMMON
NAME OF BENEFICIAL OWNER OWNED(A) STOCK
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<S> <C> <C>
Putnam Investments, Inc. ......................... 12,068,271(a) 13.1%
One Post Office Square
Boston, MA 02109
FMR Corp. ........................................ 6,007,750(b) 6.5%
82 Devonshire Street
Boston, MA 02109
Ronald Baron...................................... 4,650,512(c) 5.1%
Baron Capital Group, Inc.
767 Fifth Avenue
New York, NY 10153
Andrew S. Berwick, Jr. ........................... 282,000(d) 0.3%
Frederick P. Furth................................ 2,569,300(e) 2.8%
Edward W. Gibbons................................. 821,835(f) 0.9%
Harold M. Messmer, Jr............................. 1,658,160(g) 1.8%
Frederick A. Richman.............................. 58,500(h) 0.1%
Thomas J. Ryan.................................... 228,318(i) 0.3%
J. Stephen Schaub................................. 2,786,229(j) 3.0%
M. Keith Waddell.................................. 645,752(k) 0.7%
Robert W. Glass................................... 231,894(l) 0.3%
Steven Karel...................................... 138,641(m) 0.2%
Barbara J. Forsberg............................... 186,712(n) 0.2%
All executive officers and directors as a group
(11 persons).................................... 9,607,341 10.3%
</TABLE>
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(a) Information is as of December 31, 1997, the latest date for which
information is available to the Company. According to a Schedule 13G filed
by Putnam Investments, Inc., these shares are held indirectly by Putnam
Investments, Inc. and its parent, Marsh & McLennan Companies, Inc. and
directly by various entities controlled by Putnam Investments, Inc.,
including Putnam Investment Management, Inc. and The Putnam Advisory
Company, Inc., all of which own such shares in their capacities as
investment advisers or investment managers. According to the Schedule 13G,
shared dispositive power is held with respect to all of such shares and
shared voting power is held with respect to 457,485 of such shares.
(b) Information is as of December 31, 1997, the latest date for which
information is available to the Company. According to a Schedule 13G filed
by FMR Corp., these shares are held indirectly by FMR Corp. and Edward C.
Johnson 3d (Chairman and a significant stockholder of FMR Corp.) and Abigail
P. Johnson (director and a significant stockholder of FMR Corp.) and
directly by various entities controlled by FMR Corp., including Fidelity
Management & Research Company and Fidelity Management Trust Company, all of
which own such shares in their capacities as investment advisers,
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<PAGE>
investment companies, investment managers or banks. According to the
Schedule 13G, sole dispositive power is held with respect to all of such
shares and sole voting power is held with respect to 226,100 of such shares.
(c) Information is as of February 12, 1998, the latest date for which
information is available to the Company. According to a Schedule 13D filed
by Mr. Baron, 75,000 of these shares are held directly by him and the
remaining shares are held directly or indirectly by Baron Capital Group,
Inc., BAMCO, Inc., Baron Capital Management, Inc. and Baron Asset Fund, each
of which is a holding company, investment advisor or investment company of
which Mr. Baron is President or Chief Executive Officer. According to the
Schedule 13D, shared dispositive and voting power is held with respect to
3,711,312 of such shares.
(d) Includes 78,000 shares that may be acquired upon the exercise of Exercisable
Options.
(e) Includes 1,641,600 shares as to which Mr. Furth has voting power but not
dispositive power, 162,400 shares owned by the Furth Family Foundation, a
charitable foundation of which Mr. Furth is a director, as to which shares
Mr. Furth has shared voting and dispositive powers, and 78,000 shares that
may be acquired upon the exercise of Exercisable Options. Also includes
4,500 shares owned by Mr. Furth's wife, as to which shares he has sole
voting and dispositive power.
(f) Includes 108,000 shares that may be acquired upon the exercise of
Exercisable Options. Also includes 15,000 shares owned by Mr. Gibbons' wife.
(g) Includes 660,601 shares that may be acquired upon the exercise of
Exercisable Options, 864,623 shares acquired pursuant to Company benefit
plans, as to which shares Mr. Messmer has sole voting power but as to which
disposition is restricted pursuant to the terms of such plans, 114,408
shares as to which Mr. Messmer shares voting and dispositive power with his
wife and 14,724 shares held by Mr. Messmer as custodian for his children, as
to which shares Mr. Messmer has voting and dispositive power but disclaims
beneficial ownership.
(h) Includes 48,000 shares that may be acquired upon the exercise of Exercisable
Options.
(i) Includes 78,000 shares that may be acquired upon the exercise of Exercisable
Options and 12,750 shares held by NAYR Group, LP, of which Mr. Ryan is a
limited partner.
(j) Includes 48,000 shares that may be acquired upon the exercise of Exercisable
Options, 73,362 shares owned by Schaub Family Partners, LP, of which Mr.
Schaub is general partner but has no limited partnership interest, and
28,500 shares held by The Schaub Foundation, as to which shares Mr. Schaub
shares voting and dispositive power but in which he has no pecuniary
interest. Also includes 1,294,254 shares as to which Mr. Schaub has voting
power (and with respect to 458,559 of which shares Mr. Schaub has a right of
first refusal) but in which he has no pecuniary interest.
(k) Includes 243,448 shares that may be acquired upon the exercise of
Exercisable Options, 355,101 shares acquired pursuant to Company benefit
plans, as to which shares Mr. Waddell has sole voting power but as to which
disposition is restricted pursuant to the terms of such plans, 15,000 shares
held by Waddell Foundation, as to which shares Mr. Waddell shares voting and
dispositive power but in which shares he has no pecuniary interest and
32,203 shares as to which Mr. Waddell shares voting and dispositive power
with his wife.
(l) Includes 110,268 shares that may be acquired upon the exercise of
Exercisable Options, 59,928 shares acquired pursuant to Company benefit
plans, as to which shares Mr. Glass has sole voting power but as to which
disposition is restricted pursuant to the terms of such plans, and 59,958
shares as to which Mr. Glass shares voting and dispositive power with his
wife.
(m) Includes 42,230 shares that may be acquired upon the exercise of Exercisable
Options and 55,431 shares acquired pursuant to Company benefit plans, as to
which shares Mr. Karel has sole voting power but as to which disposition is
restricted pursuant to the terms of such plans.
(n) Includes 104,902 shares that may be acquired upon the exercise of
Exercisable Options and 54,125 shares acquired pursuant to Company benefit
plans, as to which shares Ms. Forsberg has sole voting power but as to which
disposition is restricted pursuant to the terms of such plans.
4
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STOCKHOLDER PROPOSALS
In order to be included in the Company's proxy statement and form of proxy
for the 1999 Annual Meeting of Stockholders, a stockholder proposal must, in
addition to satisfying the other requirements of the Securities and Exchange
Commission's rules and regulations, be received at the principal executive
offices of the Company not later than November 25, 1998. Any stockholder
proposal not intended for inclusion in the Company's proxy statement and form of
proxy must, in addition to satisfying the other requirements of the Company's
By-laws, be received at the principal executive offices of the Company between
February 5, 1999 and March 7, 1999, inclusive, in order to be presented at the
Annual Meeting.
OTHER MATTERS
The Board of Directors knows of no other business which will be presented at
the special meeting. If any other business is properly brought before the
meeting, proxies in the enclosed form will be voted on such matters in
accordance with the judgment and discretion of the proxy holders.
BY ORDER OF THE BOARD OF DIRECTORS
STEVEN KAREL
SECRETARY
Menlo Park, California
July 17, 1998
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT
YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO SIGN AND RETURN THE
ACCOMPANYING PROXY IN THE ENCLOSED, POST-PAID ENVELOPE.
5
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ROBERT HALF INTERNATIONAL INC.
2884 SAND HILL ROAD
MENLO PARK, CA 94025
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Harold M. Messmer, Jr. and Andrew S.
Berwick, Jr. as Proxies, each with the power to appoint his substitute, and
hereby authorizes them to represent and to vote, as designated on the reverse
side hereof, all the shares of common stock of Robert Half International Inc.
held of record by the undersigned on July 7, 1998 at the special meeting of
stockholders to be held on August 25, 1998 or any adjournment thereof.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE.)
See Reverse
Side
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TRIANGLE FOLD AND DETACH HERE TRIANGLE
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.
PLEASE MARK YOUR /X/
CHOICES LIKE THIS
1. Proposal to amend the Restated Certificate of Incorporation:
/ / FOR / / AGAINST / / ABSTAIN
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSAL 1.
PLEASE MARK, SIGN, DATE AND RETURN PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
Signature _____________________________________________________________________
Signature, if held jointly ____________________________________________________
Date ___________________, 1998
Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporation name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
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TRIANGLE FOLD AND DETACH HERE TRIANGLE
