As filed with the Securities and Exchange Commission on May 23, 2000
Registration No. 333-____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
Registration Statement
Under The Securities Act of 1933
KELLY SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware 736304 38-1510762
------------ ------------------------- ------------------
(State or other (Primary Standard (I.R.S.
jurisdiction Industrial Classification Employer
of organization) Code Number) Identification No.)
999 West Big Beaver Road
Troy, Michigan 48084
(248) 362-4444
(Address, including ZIP Code, and telephone number, including area code, of
registrant's principal executive offices)
------------------------------
George M. Reardon
Secretary and General Counsel
Kelly Services, Inc.
999 West Big Beaver Road
Troy, Michigan 48084
(248) 362-4444
(Name, address, including Zip Code, and
telephone number, including area code, of agent for service)
Copy to:
William M. Link
Baker & McKenzie
One Prudential Plaza
Chicago, Illinois 60601
(312) 861-8000
------------------------------------
Approximate date of commencement of proposed sale of the securities to the
public: From time to time after the effective date of this registration
statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, please check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===========================================================================================
Title of each Proposed Proposed
Class of Amount maximum maximum Amount of
Securities to to be offering price aggregate registration
Be registered registered per unit(1) offering price(1) fee
===========================================================================================
<S> <C> <C> <C> <C>
Class A Common Stock,
par value $1.00 per share 100,000 shares $ 23.78125 $2,378,125 $627.83
===========================================================================================
</FN>
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) promulgated under the Securities Act of 1933, as
amended. The price is based upon the average of the high and low prices of
Kelly Services, Inc. Class A Common Stock on May 22, 2000, as reported on
the Nasdaq National Market.
</TABLE>
------------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This Prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
Subject to completion, dated May 23, 2000
Prospectus
Class A Common Stock
------------------------------------
We may use this prospectus to offer and sell up to 100,000 shares
of our Class A Common Stock at various times in connection with acquisitions
of other businesses or properties, or interests therein. The shares covered
by this prospectus may be issued in exchange for assets or shares of capital
stock, partnership interests, or other interests in other companies. Shares
of Class A Common Stock are non-voting. See "Description of Capital Stock."
We expect that the specific terms of each acquisition in which the
shares will be issued will be determined by negotiations with the owners or
other controlling persons of the business involved or, in the case of an
entity that is more widely held, through an exchange offer to stockholders or
documents soliciting stockholder approval of a merger, consolidation, plan of
share exchange, or sale of assets. We also expect that the shares covered by
this prospectus that are issued will be valued at prices reasonably related
to market prices either at the time the terms of an acquisition are agreed
upon or at or about the time of delivery of such shares.
We do not expect that underwriting discounts or commissions will
be paid in connection with the issuances of the shares under this prospectus.
However, brokers' commissions or finders' fees may be paid from time to time
in connection with certain acquisitions. Any person receiving these fees may
be deemed an underwriter within the meaning of the Securities Act of 1933,
and any profit on the resale of the shares purchased by them may be deemed to
be underwriting discounts or commissions under the Securities Act.
The Class A Common Stock is listed on the Nasdaq National Market
under the symbol "KELYA." The closing market price of the Class A Common
Stock on May 22, 2000 was $24.75 per share.
The principal executive offices of Kelly Services are located at
999 West Big Beaver Road, Troy, Michigan 48084, and its telephone number is
(248) 362-4444.
------------------------------------
Investing in the Class A Common Stock
issued under this prospectus
involves risk. Before making any
investment in our company, you
should consider carefully
the risk factors beginning on page 4.
------------------------------------
Neither the Securities and Exchange Commission nor any
state securities commission has approved or
disapproved of these securities or passed upon
the adequacy or accuracy of this prospectus.
Any representation to the contrary is a
criminal offense.
------------------------------------
The date of this prospectus is May __, 2000.
You should rely only on the information provided in this prospectus or
incorporated into it by reference. No person has been authorized to provide
you with different information. Kelly Services is not making an offer of
these securities in any state where the offer is not permitted. Information
is accurate only as of the date of the documents containing the information,
unless the information specifically indicates that another date applies.
------------------------------------
TABLE OF CONTENTS
PAGE
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE ....... 3
THE COMPANY ........................................................... 3
RISK FACTORS .......................................................... 4
DESCRIPTION OF CAPITAL STOCK .......................................... 6
LEGAL MATTERS ......................................................... 7
EXPERTS ............................................................... 7
This prospectus incorporates important business and financial
information about Kelly Services that is not included in or delivered with
the prospectus. You may obtain a copy of this information, at no cost, by
writing or telephoning us at:
Kelly Services, Inc.
999 West Big Beaver Road
Troy, Michigan 48084
(248) 362-4444
Attn: Chief Financial Officer
To obtain timely delivery, you must request the information no later than
five business days before the date you make your investment decision.
2
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE
We file annual, quarterly and special reports, proxy statements
and other information with the Securities and Exchange Commission ("SEC").
You may read and copy (upon the payment of fees prescribed by the SEC) any
document that we file with the SEC at its public reference rooms in
Washington, D.C. (450 Fifth Street, N.W. 0549), New York, New York (7 World
Trade Center, Suite 1300 10048), and Chicago, Illinois (500 West Madison
Street, Suite 1400 60661). You may call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. Our filings are also available to
the public on the internet, through the SEC's EDGAR database. You may access
the EDGAR database at the SEC's web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" into this
prospectus the information we file with it. This means that we can disclose
important business, financial and other information in our filings by
referring you to the documents containing this information. All information
incorporated by reference is part of this prospectus, unless and until that
information is updated and superseded by the information contained in this
prospectus or any information incorporated later. Any information that we
subsequently file with the SEC that is incorporated by reference will
automatically update and supersede any previous information that is part of
this prospectus. We incorporate into this prospectus by reference the
following documents and any subsequent filings we make with the SEC under
Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934
("Exchange Act"):
o Annual Report on Form 10-K for the year ended January 2, 2000.
o The description of our Class A Common Stock, which is contained in our
registration statement filed on Form 8-A, dated June 14, 1984.
o Quarterly Report on Form 10-Q for the quarter ended June 30, 1996
(which report is referred to below in "Description of Capital Stock").
o Quarterly Report on Form 10-Q for the quarter ended April 2, 2000.
This prospectus is part of a registration statement on Form S-4
that we have filed with the SEC relating to the shares of Kelly Services'
Class A Common Stock offered by this prospectus. As permitted by SEC rules,
this prospectus does not contain all the information contained in that
registration statement and its accompanying exhibits and schedules which we
have also filed with the SEC. You may refer to the registration statement,
the exhibits and schedules for more information about us and our shares. The
registration statement, exhibits and schedules are available at the SEC's
public reference rooms or through its EDGAR database on the internet.
You may obtain a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Kelly Services, Inc.
999 West Big Beaver Road
Troy, Michigan 48084
(248) 362-4444
Attn: Chief Financial Officer
To ensure timely delivery of these materials, you should make any
request no later than five business days prior to the date on which you must
make your investment decision.
THE COMPANY
Kelly Services, Inc. ("Kelly Services") provides staffing services
to a diversified group of customers through offices located in major cities
of the United States and in a number of foreign countries. These services are
generally furnished under the name of Kelly Services. Kelly Services divides
its operations into three segments: (1) U.S. Commercial Staffing, (2)
Professional, Technical and Staffing Alternatives and (3) International. U.S.
3
Commercial Staffing includes office services, merchandising, electronic
assembly, light industrial, call centers and education staffing services.
Professional, Technical and Staffing Alternatives include technical skills
related to engineering, information technology, scientific, accounting and
finance, healthcare and management services. Staff leasing services are
provided under the name of Kelly Staff Leasing, Inc., a wholly owned
subsidiary of Kelly Services. Home care services to those who need help with
their daily living needs and personal care are furnished under the name of
Kelly Assisted Living Services, Inc., which is a wholly owned subsidiary of
Kelly Services. Legal staffing services are provided under the name of Kelly
Law Registry, formerly The Law Registry. Kelly Services performs these
staffing services through its employees by assigning them to work on the
premises of Kelly Services' customers.
Additional information concerning Kelly Services is included in
Kelly Services' documents filed with the SEC, which are incorporated herein
by reference. See "Where You Can Find More Information; Incorporation by
Reference."
RISK FACTORS
In addition to the other information in this prospectus and the
prospectus supplement, if any, and information incorporated herein by
reference, the following risk factors should be considered carefully in
evaluating Kelly Services and its business before purchasing the Class A
Common Stock offered by this prospectus. Unless the context requires
otherwise, as used in this prospectus, "Kelly Services" means Kelly Services,
Inc. and all of its subsidiaries.
The worldwide staffing services market is highly competitive with limited
barriers to entry
Kelly Services competes in national, regional and local markets
with full-service and specialized temporary staffing agencies. Several
competitors of Kelly Services, including Adecco, Manpower, Randstadt, and
Vedior BIS, have very substantial marketing and financial resources. Price
competition in the staffing industry is intense, particularly for the
provision of clerical and light industrial personnel, and pricing pressures
from competitors and customers are increasing. Kelly Services expects that
the level of competition will remain high in the future, which could limit
Kelly Services' ability to maintain or increase its market share or
profitability.
Demand for staffing services is significantly affected by the general level
of economic activity and unemployment in the United States
When economic activity increases, temporary employees are often
added before full-time employees are hired. However, as economic activity
slows, many companies reduce their use of temporary employees before laying
off full-time employees. In addition, Kelly Services may experience more
competitive pricing pressure during periods of economic downturn. Therefore,
any significant economic downturn could have a material adverse impact on
Kelly Services' financial condition and results of operations.
Kelly Services may not be able to attract and retain qualified personnel
Kelly Services depends upon its ability to attract qualified
temporary personnel who possess the skills and experience necessary to meet
the staffing requirements of its clients. Kelly Services must continually
evaluate and upgrade its base of available qualified personnel to keep pace
with changing client needs. Competition for individuals with proven
professional skills, particularly the legal, accounting and scientific areas,
is intense, and demand for these individuals is expected to remain very
strong for the foreseeable future. There can be no assurance that qualified
personnel will continue to be available to Kelly Services in sufficient
numbers and on terms of employment acceptable to Kelly Services.
4
Employment-related claims may be brought against Kelly Services which could
have a material adverse effect on its business, financial condition and
results of operations
Temporary staffing services providers employ and place people
generally in the workplace of other businesses. Attendant risks of these
activities include possible claims of discrimination and harassment,
employment of illegal aliens, violations of wage and hour requirements,
retroactive entitlement to employee benefits, and errors and omissions of its
temporary employees, particularly for the actions of professionals such as
attorneys, accountants, and scientists. Claims of misuse of client
proprietary information, misappropriation of funds, other criminal activity
or torts and other similar claims are also attendant risks. In some instances
Kelly Services, by written contract, has agreed to indemnify clients against
some or all of these matters.
There can be no assurance that Kelly Services will not experience
these problems in the future or that Kelly Services' insurance will be
sufficient in amount or scope to cover any liability.
Kelly Services is highly dependent on key management
Kelly Services believes that its continued success will depend to
a significant extent upon the efforts and abilities of its Chairman,
President and Chief Executive Officer, Terence E. Adderley, and other key
executives. The loss of the services of Mr. Adderley or any of the other key
executives could have a material adverse effect upon the Company.
Government regulations may result in prohibition or restriction of certain
types of employment services or the imposition of new or additional benefit,
licensing or tax requirements that may reduce Kelly Services' future earnings
Legislative or regulatory changes could include, among others, the
prohibition or restriction of certain types of employment services, such as
employee leasing, or the imposition of new or additional benefit, licensing
or tax requirements with respect to the provision of employment services such
as sales or value added tax. There can be no assurance that Kelly Services
will be able to increase the fees charged to its clients in a timely manner
and in a sufficient amount to cover increased costs as a result of any of the
foregoing.
Foreign currency fluctuations may have a material adverse effect on Kelly
Services' operating results
Kelly Services' operations are conducted in 19 countries outside
the U.S. Kelly Services' local operations are reported in the applicable
foreign currencies and then translated into U.S. dollars at the applicable
foreign currency exchange rates for inclusion in Kelly Services' consolidated
financial statements. Exchange rates for currencies of these countries may
fluctuate in relation to the U.S. dollar and these fluctuations may have a
material adverse effect on Kelly Services' operating results when translating
foreign currency into U.S. dollars.
Kelly Services' Chairman, President and Chief Executive Officer, T.E.
Adderley, and trusts of which he is co-trustee own approximately 90% of the
outstanding shares of Kelly Services' Class B Common Stock, which is the only
class of Kelly Services common stock with voting rights
As a result, Mr. Adderley and trusts of which he is co-trustee are
able to control most matters requiring approval by Kelly Services'
stockholders, including the election of directors. The effect of this stock
ownership may be to prevent or delay a merger, takeover, or other change in
control of Kelly Services and discourage attempts to acquire Kelly Services.
Kelly Services' Class A Common Stock offered by this prospectus is
not convertible and has no voting rights, except that, under Delaware General
Corporation Law, Kelly Services' Class A Common Stock under certain
conditions would have a right to vote on a proposal to amend Kelly Services'
Certificate of Incorporation.
Provisions in Kelly Services' Certificate of Incorporation and Bylaws could
prevent or delay a change in control
5
Kelly Services' Certificate of Incorporation and Bylaws contain
provisions which may prevent or delay a merger, takeover, or other change in
control of Kelly Services and discourage attempts to acquire Kelly Services.
These provisions include:
o a classified board of directors with three classes elected to
staggered, three year terms;
o a requirement that a merger and certain other types of business
combinations with a holder of 5% or more of Kelly Services' Class
B Common Stock be approved by 75% of the Class B Common Stock;
o a requirement that special meetings of stockholders be called only
by the board of directors or a committee of the board;
o a prohibition on stockholder action by written consent; and
o a prohibition on removal of directors other than for cause and a
requirement that removal of a director requires the approval of
75% of the Class B Common Stock.
DESCRIPTION OF CAPITAL STOCK
This section contains a description of our capital stock. This
description includes not only our Class A Common Stock, but also our Class B
Common Stock, which affect the Class A Common Stock. This description
summarizes some of the provisions of our Certificate of Incorporation, a copy
of which has been filed as exhibit 3.2 to our quarterly report on Form 10-Q
for the quarter ended June 30, 1996, which form is incorporated in this
registration statement by reference. If you want more complete information,
you should read the provisions of our Certificate of Incorporation that are
important to you. Our authorized capital stock consists of 100,000,000 shares
of Class A Common Stock and 10,000,000 shares of Class B Common Stock.
Rights to Dividends and on Liquidation.
Each share of Class A Common Stock and Class B Common Stock is
entitled to share equally in dividends when and as declared by our Board of
Directors; provided, that (1) no cash dividend payable on the shares of the
Class B Common Stock can be declared unless the Board of Directors at the
same time declares a cash dividend on the shares of the Class A Common Stock
at a rate which is not less than the rate of the cash dividend payable on the
shares of the Class B Common Stock (but a cash dividend may be declared on
the Class A Common Stock without declaring a cash dividend on the Class B
Common Stock),and (2) no dividend payable in shares of the Class B Common
Stock can be declared on the Class A Common Stock (but a dividend payable in
shares of Class A Common Stock may be declared on the Class A Common Stock or
the Class B Common Stock and a dividend payable in shares of Class B Common
Stock may be declared on the Class B Common Stock). Upon liquidation, each
share of Class A Common Stock and Class B Common Stock is entitled to share
equally in our assets available for distribution to the holders of those
shares.
Voting.
All voting power is vested exclusively in the holders of Class B
Common Stock. Except as provided in the Delaware General Corporation Law,
shares of Class A Common Stock have no voting rights. Under the Delaware
General Corporation Law, however, under certain conditions shares of Class A
Common Stock would have a right to vote on a proposal to amend Kelly
Services' Certificate of Incorporation.
6
Conversion of Class B Common Stock.
Each share of Class B Common Stock is convertible, at the option
of the shareholder and at any time, into one share of Class A Common Stock.
Preemptive Rights.
Holders of Class B Common Stock have the preemptive right to
purchase additional shares of Class B Common Stock (or any other voting stock
or any security convertible into voting stock) issued at any time by Kelly
Services. Holders of Class A Common Stock do not have preemptive rights to
purchase additional securities if Kelly Services issues additional
securities.
LEGAL MATTERS
The validity of the Class A Common Stock offered pursuant to this
prospectus will be passed upon for Kelly Services by Baker & McKenzie,
Chicago, Illinois.
EXPERTS
The financial statements incorporated in this prospectus by
reference to the 1999 Annual Report on Form 10-K of Kelly Services for the
year ended January 2, 2000 have been so incorporated in reliance on the
report of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.
------------------------------------
7
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
Article VII, Sections 7 and 8, of Kelly Services' Bylaws provides
that a director or officer, or former director or officer, of Kelly Services,
and each person who serves at the request of Kelly Services as a director or
officer of another corporation in which Kelly Services owns stock or is a
creditor, and such person's heirs, executors, and administrators, will be
indemnified by Kelly Services against (1) all expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with any action, suit or
proceeding whether civil, criminal, administrative or investigative to which
he or she may be made a party by reason of any alleged acts or omissions of
such director or officer and (2) all expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection with any
threatened, pending, or completed action or suit by or in the right of Kelly
Services by reason of any alleged acts or omissions of such director or
officer. The indemnification would only be provided if such person acted in
good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of Kelly Services and, with respect to any
criminal action or proceeding, such person had no reasonable cause to believe
his or her conduct was unlawful.
In addition, if such action or suit is one by or in the right of
Kelly Services, such person will not receive indemnification if he or she has
been adjudged to be liable to Kelly Services unless and only to the extent
that the Court of Chancery of the State of Delaware or the court in which
such action or suit was brought shall determine upon application that despite
the adjudication of liability but in view of all of the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
Moreover, under Article VII, Section 9, of Kelly Services' Bylaws,
to the extent that a director or officer of Kelly Services has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Section 7 or 8 of Article VII, or in defense of any
claim, issue or matter therein, he or she will be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him
in connection therewith.
Section 145 of the General Corporation Law of the State of
Delaware sets forth the applicable terms, conditions and limitations
governing the indemnification of officers, directors and other persons.
In addition, Kelly Services maintains officers' and directors'
liability insurance for the benefit of its officers and directors.
Item 21. Exhibits and Financial Statement Schedules
A. Exhibits
Exhibit
Number Description
- ------- -----------
5.01 Opinion of Baker & McKenzie
23.01 Consent of Independent Accountants
23.02 Consent of Baker & McKenzie (included in opinion filed
as Exhibit 5.01)
24.01 Power of Attorney (contained in Signature Page)
Item 22. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(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;
provided, however, That paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
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 section 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.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (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.
(c) The undersigned registrant hereby undertakes as follows: that
prior to any public reoffering of the securities registered hereunder through
use of a prospectus which is a part of this registration statement, by any
person or party who is deemed to be an underwriter within the meaning of Rule
145(c), the issuer undertakes that such reoffering prospectus will contain
the information called for by the applicable registration form with respect
to reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other Items of the applicable form.
(d) The registrant undertakes that every prospectus: (i) that is
filed pursuant to paragraph (c) immediately preceding, or (ii) that purports
to meet the requirements of Section 10(a)(3) of the Act and is used in
connection with an offering of securities subject to Rule 415, will be filed
as a part of an amendment to the registration statement and will not be used
until such amendment is effective, and that, for purposes 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.
(e) The undersigned registrant hereby undertakes to respond to
requests for information that is incorporated by reference into the
prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form S-4, within one
business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date of
the Registration Statement through the date of responding to the request.
(f) The undersigned registrant hereby undertakes to supply by
means of a post-effective amendment all information concerning a transaction,
and the company being acquired involved therein, that was not the subject of
and included in the registration statement when it became effective.
(g) Insofar as indemnification for liabilities arising under the
Securities Act 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.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act
of 1933, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Troy, State of Michigan, on this 23rd day of May, 2000.
KELLY SERVICES, INC.
By: /s/ W.K. Gerber
-------------------------------------
W.K. Gerber, Executive Vice President
and Chief Financial Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Kelly Services,
Inc., hereby severally and individually constitute and appoint W.K. Gerber,
the true and lawful attorney and agent of each of us to execute in the name,
place and stead of each of us (individually and in any capacity stated below)
any and all amendments to this Registration Statement on Form S-4, including
any post-effective amendments, and any additional Registration Statement
filed pursuant to Rule 462(b) under the Securities Act of 1933, and all
instruments necessary or advisable in connection therewith, with the
Securities and Exchange Commission, said attorney and agent to have full
power and authority to do and perform in the name and on behalf of each of
the undersigned every act whatsoever necessary or advisable to be done in the
premises as fully and to all intents and purposes as any of the undersigned
might or could do in person, and we hereby ratify and confirm our signatures
as they may be signed by our said attorney and agent to any and all such
amendment and amendments.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Name Title Date
---- ----- ----
/s/ Terence E. Adderley Chairman, President and Chief May 23, 2000
- ------------------------ Executive Officer and Director
Terence E. Adderley (Principal Executive Officer)
/s/ Maureen A. Fay, O.P. Director May 23, 2000
- ------------------------
Maureen A. Fay, O.P.
/s/ Cedric V. Fricke Director May 23, 2000
- ------------------------
Cedric V. Fricke
/s/ Verne G. Istock Director May 23, 2000
- ------------------------
Verne G. Istock
/s/ B. Joseph White Director May 23, 2000
- ------------------------
B. Joseph White
/s/ W.K. Gerber Executive Vice President and May 23, 2000
- ------------------------ Chief Financial Officer (Principal
W.K. Gerber Financial Officer and Principal
Accounting Officer)
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
5.01 Opinion of Baker & McKenzie
23.01 Consent of Independent Accountants
23.02 Consent of Baker & McKenzie (included in opinion filed as
Exhibit 5.01)
24.01 Power of Attorney (contained in Signature Page)
Exhibit 5.01
BAKER & McKENZIE
Attorneys at Law
One Prudential Plaza
130 East Randolph Drive
Chicago, Illinois 60601
May 23, 2000
Board of Directors
Kelly Services, Inc.
999 West Big Beaver Road
Troy, Michigan 48084
Re: Kelly Services, Inc. (the "Company")
Ladies and Gentlemen:
We have acted as your counsel in connection with the registration,
on a Registration Statement on Form S-4 (the "Registration Statement") under
the Securities Act of 1933, as amended, of 100,000 shares of the Company's
Class A Common Stock, $1.00 par value per share (the "Stock"), to be issued
by the Company at various times in connection with acquisitions by the
Company of other businesses or properties, or interests therein. We have
reviewed the Registration Statement, the charter and by-laws of the Company,
corporate proceedings of the Board of Directors relating to the issuance of
the shares of Stock, and such other documents, corporate records and
questions of law as we have deemed necessary to the rendering of the opinions
expressed below. This opinion letter speaks as of its date and assumes that
(i) a sufficient number of duly authorized shares of Stock are available at
the time of issuance and (ii) the shares of Stock are issued for
consideration having a value not less than the par value thereof.
Based upon the foregoing, we are of the opinion that the 100,000
shares of Stock to be issued by the Company as described in the Registration
Statement, when issued and paid for in the manner contemplated in the
Registration Statement, and upon approval by the Board of Directors, and by
the stockholders if required under the charter of the Company, of the
issuance of the shares of Stock, will be legally issued, fully paid and
non-assessable shares of Class A Common Stock of the Company.
We hereby consent to the reference to our firm under the caption
"Legal Matters" in the prospectus included in the Registration Statement and
to the filing of this opinion as an exhibit thereto.
Very truly yours,
BAKER & McKENZIE
PFS\WML
Exhibit 23.01
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-4 of Kelly Services, Inc. of our report dated January 27,
2000 relating to the financial statements and financial statement schedules
appearing in the Kelly Services, Inc. Annual Report on Form 10-K for the year
ended January 2, 2000. We also consent to the references to us under the
heading "Experts" in such Registration Statement.
PricewaterhouseCoopers LLP
Detroit, MI
May 23, 2000
