SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement Under the Securities Act of 1933
GENERAL EMPLOYMENT ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Illinois 36-6097429
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
Oakbrook Terrace Tower
One Tower Lane, Suite 2100
Oakbrook Terrace, Illinois 60181
(Address of principal executive offices, including zip code)
GENERAL EMPLOYMENT ENTERPRISES, INC.
1999 STOCK OPTION PLAN
(Full title of the plan)
Herbert F. Imhoff
Chairman of the Board and Chief Executive Officer
General Employment Enterprises, Inc.
Oakbrook Terrace Tower
One Tower Lane, Suite 2100
Oakbrook Terrace, Illinois 60181
(Name and address of agent for service)
(630) 954-0400
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Amount offering price aggregate Amount of
to be per share offering price registration fee
Title of Securities to be Registered registered (1) (1) (1)
------------------------------------ ---------- -------------- -------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, no par value, (including 250,000 $4.47 $1,117,500 $311
associated Preferred Stock Purchase
Rights)
</TABLE>
_________________
(1) Estimated on the basis of $4.47 per share, the average of
the high and low sales prices of the Common Stock on April 21, 1999,
pursuant to Rule 457(h) under the Securities Act of 1933.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed by General
Employment Enterprises, Inc. (the "Registrant") are incorporated
herein by reference:
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal
year ended September 30, 1998;
(b) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1998; and
(c) The description of the Registrant's Common Stock, no par
value, contained in the Registrant's Registration Statement on Form S-
1, filed with the Securities and Exchange Commission (the
"Commission") on March 3, 1967, under the Securities Act of 1933, and
in the Registration Statement filed on Form 8-A filed with the
Commission on February 21, 1990 under Section 12 of the Securities
Exchange Act of 1934, including any amendments or reports filed for
the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed
incorporated by reference herein and to be a part hereof from the date
of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 8.75 of the Illinois Business Corporation Act of 1983
permits indemnification of directors, employees and agents of
corporations under certain conditions and subject to certain
limitations. Article VII of the By-Laws of the Registrant ("Article
VII") provides that each person who was or is a party to, or has
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is or was a
director or officer of the corporation, or that he or she was serving
at the request of the corporation as a director or officer of another
<PAGE> 3
corporation, partnership, joint venture, trust or other enterprise,
will be indemnified by the Registrant, to the fullest extent
authorized by the Illinois Business Corporation Act of 1983, as
currently in effect, against all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action,
suit or proceeding. Article VII provides that the rights conferred
thereby are contract rights between the Registrant and each Director
or Officer serving in each such capacity, and any repeal or
modification of Article VII shall not affect any rights or obligations
thereunder with respect to any state of facts then or theretofore
existing or any action, suit or proceeding theretofore or thereafter
brought or threatened based in whole or in part upon any such state of
facts.
The Registrant has insurance which, subject to certain policy
limits, deductible amounts and exclusions, insures directors and
officers of the Registrant for liabilities incurred as a result of
acts committed in their capacity as directors and officers or claims
made against them by reason of their status as directors or officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits filed herewith or incorporated by reference herein
are set forth in the Exhibit Index filed as part of this registration
statement.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information
set forth in the registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in
the registration statement;
<PAGE> 4
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the Registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Oakbrook
Terrace, State of Illinois, on April 19, 1999.
GENERAL EMPLOYMENT ENTERPRISES, INC.
By: /s/ Herbert F. Imhoff
------------------------------
Herbert F. Imhoff
Chairman of the Board
and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below appoints Herbert F.
Imhoff and Herbert F. Imhoff, Jr. or either of them, as such person's
true and lawful attorneys to execute in the name of each such person,
and to file, any amendments to this registration statement that either
of such attorneys will deem necessary or desirable to enable the
Registrant to comply with the Securities Act of 1933, as amended, and
any rules, regulations, and requirements of the Securities and
Exchange Commission with respect thereto, in connection with the
registration of the shares of Common Stock of the Registrant that are
subject to this registration statement, which amendments may make such
changes in such registration statement as either of the above-named
attorneys deems appropriate, and to comply with the undertakings of
the Registrant made in connection with this registration statement;
and each of the undersigned hereby ratifies all that either of said
attorneys will do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<C> <C> <C>
/s/ Herbert F. Imhoff Director, Chairman of, April 19, 1999
-------------------------- the Board and Chief
Herbert F. Imhoff Executive Officer
(Principal Executive
Officer)
<PAGE> 6
Signature Title Date
--------- ----- ----
/s/ Kent M. Yauch Chief Financial Officer April 19, 1999
-------------------------- and Treasurer (Principal
Kent M. Yauch Financial and Accounting
Officer)
/s/ Herbert F. Imhoff, Jr. Director April 19, 1999
--------------------------
Herbert F. Imhoff, Jr.
/s/ Sheldon Brottman Director April 15, 1999
--------------------------
Sheldon Brottman
/s/ Leonard Chavin Director April 14, 1999
--------------------------
Leonard Chavin
/s/ Delain G. Danehey Director April 14, 1999
--------------------------
Delain G. Danehey
/s/ Walter T. Kerwin, Jr. Director April 17, 1999
--------------------------
Walter T. Kerwin, Jr.
</TABLE>
<PAGE> 7
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
5 Opinion of Schiff Hardin & Waite
23.1 Consent of Ernst & Young LLP
23.2 Consent of Schiff Hardin & Waite
(contained in its opinion filed as Exhibit 5)
24 Powers of Attorney (contained on the signature
pages hereto)
EXHIBIT 5
---------
SCHIFF HARDIN & WAITE
6600 Sears Tower, Chicago, Illinois 60606
(312) 258-5500
-----------------------------------------
April 23, 1999
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: General Employment Enterprises, Inc.
Registration of 250,000 Shares of Common Stock,
No Par Value, on Form S-8
-----------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to General Employment Enterprises, Inc.,
an Illinois Corporation (the "Company"), in connection with the
Company's filing of a Registration Statement on Form S-8 (the
"Registration Statement") covering 250,000 shares of Common Stock, no
par value, (and the related Preferred Stock Purchase Rights attached
thereto) of the Company (the "Shares"), to be issued pursuant to the
terms of the General Employment Enterprises, Inc. 1999 Stock Option
Plan (the "Plan").
We have made such investigation and have examined such documents
as we have deemed necessary in order to enable us to render the
opinion contained herein.
Based upon the foregoing, it is our opinion that the 250,000
Shares, when issued in accordance with the terms of the Plan, will be
legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
SCHIFF HARDIN & WAITE
By: /s/ Jason Zellers
-----------------
Jason Zellers
EXHIBIT 23.1
------------
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the General Employment
Enterprises, Inc. 1999 Stock Option Plan of our report dated
November 9, 1998, with respect to the consolidated financial
statements of General Employment Enterprises, Inc. and subsidiary
included in its Annual Report on Form 10-KSB for the fiscal year ended
September 30, 1998, filed with the Securities and Exchange Commission.
/s/ Ernst & Young
Ernst & Young LLP
Chicago, Illinois
April 20, 1999
