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As filed with the Securities and Exchange Commission on October 26, 1999
Registration No. 333-73147
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
KORN/FERRY INTERNATIONAL
(Exact name of registrant as specified in its charter)
___________________
Delaware 95-2623879
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1800 Century Park East, Suite 900
Los Angeles, California 90067
(310) 843-4100
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
___________________
KORN/FERRY INTERNATIONAL PERFORMANCE AWARD PLAN
(Full title of the plan)
___________________
Peter L. Dunn
1800 Century Park East, Suite 900
Los Angeles, California 90067
(310) 843-4100
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
James R. Ukropina, Esq.
O'Melveny & Myers LLP
400 South Hope Street
Los Angeles, California 90071
(213) 430-6000
___________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
Proposed
Title of securities to Amount to maximum Proposed maximum Amount of
be registered registered offering price aggregate offering registration
per unit price fee
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
See below/(1)/ N/A N/A N/A N/A
- -----------------------------------------------------------------------------------------------------
</TABLE>
/(1)/ No additional securities are to be registered, and registration fees were
paid upon filing of the original Registration Statement No. 333-73147.
Therefore, no further registration fee is required.
The Exhibit Index for this Post-Effective Amendment follows the signature page.
================================================================================
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KORN/FERRY INTERNATIONAL
POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT ON FORM S-8
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (this "Amendment") to that certain
Registration Statement on Form S-8 (File No. 333-73147, the "Registration
Statement") is being filed pursuant to Rule 414 under the Securities Act of
1933, as amended (the "Securities Act") by Korn/Ferry International, a Delaware
corporation ("KFY Delaware" or the "Company"), which is the successor to
Korn/Ferry International, a California corporation ("KFY California"), following
a statutory merger effective on September 22, 1999 (the "Merger") for the
purpose of changing KFY California's state of incorporation. Prior to the
Merger, KFY Delaware had no assets or liabilities other than nominal assets or
liabilities. In connection with the Merger, KFY Delaware succeeded by operation
of law to all of the assets and liabilities of KFY California. The Merger was
approved by the shareholders of KFY California at a meeting for which proxies
were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act").
Except as modified by this Amendment, KFY Delaware, by virtue of this
Amendment, expressly adopts the Registration Statement as its own registration
statement for all purposes of the Securities Act and the Exchange Act.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents originally filed with the Commission by KFY
California are incorporated herein by reference:
(a) Annual Report on Form 10-K for the fiscal year ended April 30, 1999,
filed pursuant to Section 13 of the Exchange Act;
(b) Quarterly Report on Form 10-Q for the fiscal quarter ended July 31,
1999, filed pursuant to Section 13 of the Exchange Act; and
(c) The description of the Common Stock contained in the Registration
Statement on Form 8-A filed with the Commission on September 22, 1998
(which incorporates by reference the description of the Common Stock
included under the caption "Description of Capital Stock" in the
prospectus forming a part of the Registration Statement on Form S-1
filed with the Commission on August 18, 1998, File No. 333-61697) and
the Certificate of Incorporation which
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appeared as Appendix B to the Proxy Statement for the Annual Meeting
of Stockholders of KFY California held on September 22, 1999.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act 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 to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained
herein or in a document, all or a portion of which is incorporated or deemed to
be incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or amended, to constitute a part of this
Registration Statement.
Item 4. Description of Securities
The Common Stock is registered pursuant to Section 12 of the Exchange Act,
and, therefore, the description of securities is omitted.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
The Company's Certificate of Incorporation provides for the elimination of
personal monetary liability of directors to the fullest extent permissible under
Delaware law. Delaware law does permit the elimination or limitation of
director monetary liability for: (i) breaches of the director's duty of loyalty
to the corporation or its stockholders; (ii) acts or omissions not in good faith
or involving intentional misconduct or knowing violations of law; (iii) the
payment of unlawful dividends or unlawful stock repurchases or redemptions or
(iv) transactions in which the director received an improper personal benefit.
The Company's Bylaws (the "Bylaws") provide for the indemnification to
fullest extent permitted by applicable law of any person who was or is made or
is threatened to be made a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of his or her current or past service to the Company, against all liability and
loss suffered and expenses (including attorney' fees) reasonably incurred by
such person.
The Company has entered, or plans to enter, into agreements (the
"Indemnification Agreements") with each of the directors and executive officers
of the Company pursuant to which the Company has agreed to indemnify such
director or executive officer from claims,
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liabilities, damages, expenses, losses, costs, penalties or amounts paid in
settlement incurred by such director or executive officer in or arising out of
such person's capacity as a director or executive officer of the Company or any
other corporation of which such person is a director at the request of the
Company to the maximum extent provided by applicable law. In addition, such
director or executive officer is entitled to an advance of expenses to the
maximum extent authorized or permitted by law.
To the extent that the Board of Directors or the stockholders of the
Company may in the future wish to limit or repeal the ability of the Company to
provide indemnification as set forth in the Articles, such repeal or limitation
may not be effective as to directors and executive officers who are parties to
the Indemnification Agreements, because their rights to full protection would be
contractually assured by the Indemnification Agreements. It is anticipated that
similar contracts may be entered into, from time to time, with future directors
of the Company.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See the attached Exhibit Index that follows the signature page.
Item 9. 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 the Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(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; 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 by the registrant
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pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act, 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; and
(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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) 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) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, executive officers and
controlling persons of the registrant pursuant to the provisions
described in Item 6 above, or otherwise, the registrant has been
advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities 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 Securities Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Post-
Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Los
Angeles, State of California, on the 26th day of October, 1999.
By: /s/ Elizabeth S.C.S. Murray
-----------------------------
Elizabeth S.C.S. Murray
Chief Financial Officer
and Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the Registration Statement has been signed below by
the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chair of the Board October 26, 1999
- -----------------------------
Richard M. Ferry
* Chief Executive Officer, October 26, 1999
- ----------------------------- President and Director
Windle B. Priem (Principal Executive Officer)
* Chief Financial Officer and October 26, 1999
- ----------------------------- Executive Vice President
Elizabeth S.C.S. Murray (Principal Financial Officer)
* Vice President of Finance October 26, 1999
- ----------------------------- (Principal Accounting Officer)
Donald E. Jordan
Director
- -----------------------------
James E. Barlett
* Director October 26, 1999
- -----------------------------
Paul Buchanan-Barrow
</TABLE>
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<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Director October 26, 1999
- -----------------------------
Peter L. Dunn
- ----------------------------- Director
Frank V. Cahouet
* Director October 26, 1999
- -----------------------------
Timothy K. Friar
* Director October 26, 1999
- -----------------------------
Sakie T. Fukushima
* Director October 26, 1999
- -----------------------------
Scott E. Kingdom
Director
- -----------------------------
Charles D. Miller
* Director October 26, 1999
- -----------------------------
Manuel A. Papayanopulos
Director
- --------------------------------
Gerhard Schulmeyer
* Director October 26, 1999
- -----------------------------
Michael A. Wellman
</TABLE>
*By: /s/ Elizabeth S.C.S. Murray
---------------------------------
Elizabeth S.C.S. Murray
Attorney-in-Fact
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------ --------------------
4.1 Korn/Ferry International Performance Award Plan*
5.1 Opinion of O'Melveny & Myers LLP (opinion re legality)
23.1 Consent of Arthur Andersen LLP (consent of independent auditors)
23.2 Consent of O'Melveny & Myers LLP (included in Exhibit 5.1)
24.1 Powers of Attorney*
*Previously filed with the initial Registration Statement on March 1, 1999.
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[LETTERHEAD OF O'MELVENY & MYERS LLP APPEARS HERE]
Exhibit 5.1
October 25, 1999
OUR FILE NUMBER
468,790-999
Korn/Ferry International
1800 Century Park East, Suite 900
Los Angeles, California 90067
Re: Post-Effective Amendment No. 1 to the Registration Statement on
--
Form S-8 of Korn/Ferry International
------------------------------------
Ladies and Gentlemen:
At your request, we have examined Post-Effective Amendment No. 1 to the
Registration Statement on Form S-8 to be filed by Korn/Ferry International, a
Delaware corporation (the "Company") with the Securities and Exchange Commission
in connection with the registration under the Securities Act of 1933, as amended
(the "Securities Act"), of 7,000,000 shares of Common Stock, $0.01 par value, of
the Company (the "Common Stock"), to be issued pursuant to the Korn/Ferry
International Performance Award Plan (the "Plan"), which shares of Common Stock
were registered under the Securities Act by Korn/Ferry International, a
California corporation, prior to its reincorporation into Delaware. We have
examined the proceedings heretofore taken and to be taken in connection with the
authorization of the Plan and the Common Stock to be issued pursuant to and in
accordance with the Plan.
Based upon such examination and upon such matters of fact and law as we
have deemed relevant, we are of the opinion that the Common Stock has been duly
authorized by all necessary corporate action on the part of the Company and,
when issued in accordance with such authorization, the provisions of the Plan
and relevant agreements duly authorized by and in accordance with the terms of
the Plan, will be validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to Post-Effective
Amendment No. 1 to the above-referenced Registration Statement.
Respectfully submitted,
/s/ O'Melveny & Myers LLP
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated June 7, 1999
included in Korn/Ferry International and subsidiaries' Form 10-K for the year
ended April 30, 1999 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
------------------------
ARTHUR ANDERSEN LLP
Los Angeles, California
October 26, 1999
