Registration No. 33-_______________.
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
under
The Securities Act of 1933
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COMFORCE Corporation
(Exact Name of Issuer as specified in its charter)
Delaware 36-2262248
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2001 Marcus Avenue
Lake Success, New York 11042
(Address of principal executive offices) (Zip Code)
COMFORCE Corporation
Long-Term Stock Investment Plan
(Full Title of Plan)
Christopher P. Franco
Chief Executive Officer
COMFORCE Corporation
2001 Marcus Avenue
Lake Success, New York 11042
(Name and address of agent for service)
(516) 328-7300
(Telephone number, including area code, of agent for service)
---------------------------
Copy to:
David G. Edwards, Esquire
Doepken Keevican & Weiss
58th Floor, USX Tower
600 Grant Street
Pittsburgh, Pennsylvania 15219
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered (1) Offering Price Aggregate Registration Fee (2)
per Share (2) Offering Price (2)
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<S> <C> <C> <C> <C>
Common Stock $.01 par 3,074,372 $7.35 $22,585,149 $7,788
value
</TABLE>
(1) Plus any additional shares that may hereafter become issuable as a result of
the adjustment and antidilution provisions of the Registrant's Long-Term Stock
Investment Plan. The Registrant is not registering hereunder 925,628 shares of
Common Stock issued or issuable upon the exercise of options granted prior to
December 15, 1995 under the Registrant's Long-Term Stock Investment Plan.
<PAGE>
(2) Estimated for the purpose of calculating the registration fee (i) pursuant
to Rule 457(h) on the basis of the exercise price per share of outstanding
options for 1,055,000 shares at $6.75 per share, outstanding options for 215,000
shares at $6.00 per share, outstanding options for 23,000 shares at $7.313 per
share, outstanding options for 74,850 shares at $18.375 per share, outstanding
options for 24,200 shares at $14.75 per share, outstanding options for 23,500
shares at $15.375 per share, outstanding options for 795 shares at $15.625 per
share, outstanding options for 31,000 shares at $9.00 per share, outstanding
options for 12,000 shares at $7.625 per share, outstanding options for 3,000
shares at $11.625 per share, outstanding options for 3,000 shares at $18.50 per
share, outstanding options for 3,000 shares at $27.00 per share, outstanding
options for 1,500 shares at $7.50 per share, outstanding options for 1,000
shares at $18.75 per share, outstanding options for 1,000 shares at $22.75 per
share, outstanding options for 20,000 shares at $7.25 per share, outstanding
options for 3,000 shares at $7.125 per share, outstanding options for 112,500
shares at $7.375 per share, outstanding options for 5,000 shares at $18.00 per
share, outstanding options for 10,000 shares at $8.00 per share, outstanding
options for 50,025 shares at $12.25 per share, outstanding options for 150
shares at $12.50 per share, outstanding options for 200 shares at $17.50 per
share, outstanding options for 25 shares at $13.75 per share, outstanding
options for 150 shares at $13.375 per share, outstanding options for 620 shares
at $14.50 per share, outstanding options for 60 shares at $12.75 per share,
outstanding options for 30,000 shares at $16.75 per share and outstanding
options for 10,000 shares at $5.875 per share; and (ii) pursuant to Rule 457(c)
for the remaining 1,400,797 shares registered hereunder (the average ($6.52) of
the high ($6.656) and low ($6.375) prices for the Registrant's Common Stock on
the American Stock Exchange on July 22, 1997.
In accordance with Rule 464 under the Securities Act of 1933, as amended,
this Registration Statement is effective automatically on the date of filing
with the Securities and Exchange Commission.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information
The documents containing the information specified in Part I of this
Registration Statement will be sent or given to plan participants by COMFORCE
Corporation (the "Company") as specified by Rule 428(b)(1) of the Securities Act
of 1933, as amended (the "Securities Act"). Such documents are not required to
be and are not filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as a prospectus
or prospectus supplement pursuant to Rule 424. These documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II of this Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act. The Company is not
registering hereunder 925,628 shares of Common Stock issued or issuable upon the
exercise of options granted to any person prior to December 15, 1995 under the
Company's Long-Term Stock Investment Plan.
The following reoffer prospectus filed as part of the Registration
Statement has been prepared in accordance with the requirements of Part I of
Form S-3 and, pursuant to General Instruction C of Form S-8, may be used for
reofferings and resales of Common Stock to be acquired by "affiliates" of the
Company (as defined in Rule 405 under the Securities Act) upon the exercise or
acquisition by such affiliates of options or Common Stock heretofore or
hereafter granted under the Company's Long-Term Stock Investment Plan.
REOFFER PROSPECTUS
This Prospectus is being used in connection with the offering from time to
time by employees and non-employee directors (the "Selling Stockholders") of
COMFORCE Corporation, a Delaware corporation (the "Company"), who may be deemed
"affiliates" of the Company as defined in Rule 405 under the Securities Act of
1933, as amended (the "Securities Act"), of shares of common stock, par value
$.01 per share, of the Company (the "Common Stock") that have been or may be
acquired by them pursuant to the Company's Long-Term Stock Investment Plan.
The shares of Common Stock may be sold from time to time to purchasers
directly by any of the Selling Stockholders. Alternatively, the Selling
Stockholders may sell the shares of Common Stock in one or more transactions
(which may involve one or more block transactions) on the American Stock
Exchange in separately negotiated transactions, or in a combination of such
transactions. Each sale may be made either at market prices prevailing at the
time of such sale or at negotiated prices. Some or all of the shares of Common
Stock may be sold through brokers acting on behalf of the Selling Stockholders
or to dealers for resale by such dealers, and in connection with such sales,
such brokers or dealers may receive compensation in the form of discounts or
commissions from the Selling Stockholders and/or the purchasers of such shares
for whom they may act as broker or agent (which discounts or commissions are not
anticipated to exceed those customary in the types of transactions involved).
However, any securities covered by this Prospectus that qualify for sale
pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather
than pursuant to this Prospectus. All expenses of registration incurred in
connection with this offering are being borne by the Company, but all brokerage
commissions and other expenses incurred by individual Selling Stockholders will
be borne by each such Selling Stockholder. The Company will not be entitled to
any of the proceeds from such sales, although the Company will, with respect to
the Company's Long-Term Stock Investment Plan, receive the exercise price in
cash upon the exercise of the options pursuant to which the shares of Common
Stock are acquired by the non-employee directors party thereto.
The Selling Stockholders and any dealer participating in the distribution
of any shares of Common Stock or any broker executing selling orders on behalf
of the Selling Stockholders may be deemed to be "underwriters" within the
meaning of the Securities Act, in which event any profit on the sale of any or
all of the shares of Common Stock by them and any discounts or commissions
received by any such brokers or dealers may be deemed to be underwriting
discounts and commissions under the Securities Act.
The Common Stock is traded on the American Stock Exchange under the symbol
"CFS". On July 22, 1997, the closing price of the Common Stock as reported on
the American Stock Exchange was $6.50 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this Prospectus is July 28, 1997
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TABLE OF CONTENTS
Page
Available Information .........................................................2
Incorporation of Certain Documents ............................................3
The Company....................................................................3
Risk Factors...................................................................4
Use of Proceeds................................................................8
Selling Stockholders...........................................................9
Description of the Company's Securities.......................................10
Plan of Distribution..........................................................12
Legal Matters.................................................................12
Experts.......................................................................12
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission"), in Washington, D.C., a Registration Statement on Form S-3,
together with all amendments and exhibits thereto (the "Registration Statement")
under the Securities Act, with respect to the Common Stock offered hereby. This
Prospectus does not contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the Rules and
Regulations of the Commission. Statements made in the Prospectus as to the
contents of any contract, agreement or other document referred to are not
necessarily complete; with respect to each such contract, agreement or other
document filed as an exhibit to the Registration Statement, reference is made to
the exhibit for a more complete description of the matter involved, and each
such statement shall be deemed qualified in its entirety by such reference. The
Registration Statement, including exhibits and schedules filed therewith, may be
inspected at the Commission's Public Reference Section, 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549, and at the regional offices of the Commission
located at 7 World Trade Center, 13th Floor, New York, New York 10048 and Suite
1400, 500 West Madison Street, Chicago, Illinois 60661. Copies of such material
may be obtained upon written request from the Public Reference Section of the
Commission at the address set forth above upon payment of prescribed fees. The
Commission also maintains a Web site at "http://www.sec.gov" which contains
reports, proxy statements and other information regarding registrants that file
electronically with the Commission.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 and in accordance therewith files reports, proxy statements
and other information with the Commission. Such reports, proxy statements and
other information may be inspected at the Public Reference Section of the
Commission or the Commission's regional offices at the addresses set forth above
or accessed through the Commission's Web site identified above, and copies of
such material may be obtained upon written request from the Public Reference
Section of the Commission upon payment of prescribed fees.
The Common Stock of the Company is listed on the American Stock Exchange
and such reports, proxy material and other information are also available for
inspection at the American Stock Exchange, 86 Trinity Place, New York, New York
10006.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Company pursuant
to the Exchange Act are incorporated by reference in this Prospectus:
1. Annual Report on Form 10-K for the Year ended December 31, 1996.
2. Amendment No. 1 to Annual Report on Form 10-K/A for the Year ended
December 31, 1996.
3. Amendment No. 1 to Current Report on Form 8-K/A dated January 13,
1997, amending original Current Report on Form 8-K filed November 8,
1997.
4. Amendment No. 1 to Current Report on Form 8-K/A dated January 13,
1997, amending original Current Report on Form 8-K filed November 19,
1997.
5. Amendment No. 2 to Current Report on Form 8-K/A dated January 13,
1997, amending original Current Report on Form 8-K filed September 3,
1996.
6. Amendment No. 2 to Current Report on Form 8-K/A dated February 4,
1997, amending original Current Report on Form 8-K filed November 8,
1997.
7. Amendment No. 2 to Current Report on Form 8-K/A dated February 4,
1997, amending original Current Report on Form 8-K filed November 19,
1997.
8. Amendment No. 3 to Current Report on Form 8-K/A dated February 3,
1997, amending original Current Report on Form 8-K filed May 23, 1996.
9. Current Report on Form 8-K dated March 14, 1997 and Amendment No. 1 to
Current Report on Form 8-K/A dated April 14, 1997.
10. Current Report on Form 8-K dated July 10, 1997 and Amendment No. 1 to
Current Report on Form 8-K/A dated July 11, 1997.
11. Quarterly Report on Form 10-Q for the quarter ended March 31, 1997.
12. The description of the Company's Common Stock included in the
Registration Statement on Form 8-A filed October 10, 1985, as amended
by Amendment No. 1 thereto on Form 8-A/A dated July 25, 1997.
Each document filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Common Stock pursuant hereto shall be
deemed to be incorporated by reference in this Prospectus and to be a part of
this Prospectus from the date of filing of such document. Any statement
contained in this Prospectus or in a document incorporated or deemed to be
incorporated by reference in this Prospectus shall be deemed to be modified or
superseded for purposes of the Registration Statement and this Prospectus to the
extent that a statement contained in this Prospectus, or in any subsequently
filed document that also is or is deemed to be incorporated by reference in this
Prospectus, modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of the Registration Statement or this Prospectus.
Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in this Prospectus), other documents required to
be delivered to eligible employees pursuant to Rule 428(b) or additional
information about the Company's Long-Term Stock Investment Plan are available
without charge by contacting: Linda Connolly, Shareholder Services, COMFORCE
Corporation, 2001 Marcus Road, Lake Success, New York 11042, telephone (516)
328-7300.
THE COMPANY
COMFORCE Corporation is a provider of technical staffing, consulting and
outsourcing solutions focused on the high technology needs of businesses. The
Company provides services through its highly-skilled labor force that includes
computer programmers, engineers, technicians, scientists and researchers. The
Company's customers include telecommunication equipment manufacturers,
telecommunication service providers (wireline and wireless), computer software
and hardware manufacturers, aerospace and avionics firms, utilities and national
research laboratories. The Company maintains its headquarters in Lake Success,
NY and has over 30 branch offices throughout the United States to enable it to
meet the needs of national as well as local customers. The Company employs
approximately 3,800 persons,
3
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and maintains a proprietary database of over 110,000 prospective employees with
expertise in the technical disciplines served by the Company.
The Company serves customers in three principal sectors --
telecommunications, information technology ("IT") and technical services. In the
telecommunications sector, the Company provides staffing for wireline and
wireless communications systems development, satellite and earth station
deployment, network management and plant modernization. In the information
technology sector, the Company provides staffing for specific projects requiring
highly specialized skills such as applications programming and development,
client/server development, systems software architecture and design, systems
engineering and systems integration. In the technical services sector, the
Company provides staffing for national laboratory research in such areas as
environmental safety, alternative energy source development and laser
technology, and provides highly-skilled labor meeting diverse commercial needs
in the avionics and aerospace, architectural, automotive, energy and power,
pharmaceutical, marine and petrochemical fields.
The Company's objective is to be the leading provider of technical
staffing, consulting and outsourcing solutions for the high technology needs of
businesses.
The Company was incorporated in Illinois in 1954 and became a Delaware
corporation through its merger with a Delaware subsidiary in 1969. It maintains
its headquarters at 2001 Marcus Avenue, Lake Success, New York 11042. The
Company's telephone number is (516) 328-7300 and its address on the World Wide
Web is www.comforce.com.
RISK FACTORS
Prospective purchasers of the Common Stock offered hereby should consider
carefully the factors set forth below, as well as other information contained in
this Prospectus, before making a decision to purchase the Common Stock offered
hereby. This Prospectus contains, in addition to historical information,
forward-looking statements that involve risks and uncertainties. The Company's
actual results could differ materially from those projected or suggested in any
forward-looking statement. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed below as well as
those discussed elsewhere in this Prospectus.
Absence of Combined Operating History; Potential Inability to Integrate Acquired
Businesses
The Company's technical staffing business has been developed principally
through the acquisition of established technical staffing businesses, all of
which have been acquired since October 1995. Prior to their acquisition by the
Company, each of these acquired companies operated as a separate independent
entity. There can be no assurance that the Company's management group will be
able to adequately manage the combined entity and effectively implement the
Company's strategy or effectively integrate the businesses acquired. If the
Company is unable to integrate the management personnel needed to manage the
acquired businesses, if such personnel are unable to achieve anticipated
performance levels or if the Company is unable to implement effective controls,
the Company's business, financial condition and results of operations could be
adversely affected. Future operating results will depend upon many factors,
including fluctuations in the economy, the degree and nature of competition,
demand for the Company's services, and the Company's ability to integrate the
operations of acquired businesses, to recruit and place staffing professionals,
to expand into new markets, and to maintain margins in the face of pricing
pressures.
Future Capital Needs; Uncertainty of Financing; Potential Dilution
The Company will need to obtain additional financial resources to fund its
strategy of growth through acquisition, geographic expansion and market
development. The Company can give no assurance that (i) additional financing
will be available or, if available, that it will be available on terms
acceptable to the Company, or (ii) its existing capital resources, the amounts
available for borrowing under its lines of credit with its lenders or its cash
flow from operations, will either individually or collectively be sufficient to
fund future acquisitions or satisfy its working capital requirements. There also
can be no assurance that the Company or any of the acquired businesses will
generate positive cash flow.
If additional funds are raised by issuing equity securities, the Company's
stockholders may experience dilution. Further, such equity securities may have
rights, preferences, or privileges senior to those of the Common Stock. To the
extent the Company finances its activities by issuing debt securities, the
Company may become subject to certain financial and other covenants which may
restrict its ability to pursue its strategy of growth through acquisition. There
can be no assurance that adequate equity or debt will be available as needed or
on terms acceptable to the Company.
4
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A lack of available funds may require the Company to delay, scale back or
eliminate all or some of its market development and acquisition projects and
could have a material adverse effect on the Company's business, financial
condition and results of operations.
Reliance on Acquisitions for Company Growth and Risks Associated with
Acquisitions
The ability of the Company to achieve growth through acquisition will
depend on a number of factors, including the availability of attractive
acquisition opportunities, the availability of funds needed to complete
acquisitions, the availability of working capital needed to fund the operations
of acquired businesses and the effect of existing and emerging competition on
operations. The Company has recently consummated several acquisitions. These
acquisitions may not achieve levels of revenue, profitability or productivity
comparable to those of the Company's existing operations or may not otherwise
perform as expected. Acquisitions also involve special risks, including risks
associated with unanticipated liabilities and contingencies, diversion of
management attention and possible adverse effects on earnings resulting from
increased goodwill amortization, increased interest costs, the issuance of
additional securities and difficulties related to the integration of the
acquired business. The Company is actively seeking additional acquisition
opportunities, although the Company has no agreements, understandings or plans
regarding any material acquisitions at this time. There can be no assurance that
the Company will be able to successfully identify additional suitable
acquisition candidates, complete additional acquisitions or integrate acquired
businesses into its operations.
Limited Experience in Managing Rapid Growth
The Company's officers have had limited experience in managing companies as
large and as rapidly growing as the Company. The Company's strategy of
continuing its growth and expansion will place additional demands upon the
Company's current management and will require additional information systems and
management, operational and other financial resources. Not all factors affecting
the Company's growth are within the control of the Company. The Company's
ability to manage growth successfully will require the Company to continue to
enhance its operational, management, financial and information systems and
controls. No assurance can be given that the Company will be able to manage its
expanding operations and, if the Company's management is unable to manage growth
effectively, the Company's business, financial condition and results of
operations could be materially adversely affected.
Risks Related to the Loss of Key Customers
As is common in the staffing industry, the Company's engagements to provide
services to its customers are generally non-exclusive, of a short-term nature
and subject to termination by the customer with little or no notice. For the
fiscal year 1996, sales to one customer accounted for more than 19% of the
Company's revenues. The loss of or a material reduction in the revenues from
this customer or any of the Company's other significant customers could have an
adverse effect on the Company's business, results of operations and financial
condition.
Dilution and Depression of Market Price of Common Stock
The exercise of the Company's warrants and the conversion into Common Stock
of the Company's convertible Preferred Stock at prices below the market price
may result in substantial dilution to existing stockholders. In addition, the
Company has previously registered the shares of Common Stock issuable upon
conversion of the Company's outstanding Preferred Stock and is hereby
registering under the Securities Act the shares issuable on exercise of certain
of the Company's outstanding warrants and on conversion of the Company's
convertible Preferred Stock making such shares freely tradeable upon issuance.
Although the Company is unable to predict the effect that sales of Common Stock
may have on the then prevailing market price of the shares of the Common Stock,
such sales may have a negative effect on such market price.
Effect of Fluctuations in the General Economy
Demand for staffing services is significantly affected by the general level
of economic activity in the country. Companies use staffing services to manage
personnel costs and changes in staffing needs due to business fluctuations. When
economic activity increases, employees from staffing companies are often added
before full-time employees are hired. As economic activity slows, many companies
reduce their usage of employees from staffing companies before undertaking
layoffs of their regular employees. In addition, the Company may experience more
competitive pricing pressure during such periods of economic downturn.
Therefore, any significant economic downturn could have a material adverse
effect on the Company's business.
5
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Liabilities for Customer and Employee Actions
Staffing service providers are in the business of employing people and
placing them in the workplace of other businesses. An attendant risk of such
activity includes possible claims by customers of employee misconduct or
negligence, including claims of discrimination and harassment, employment of
illegal aliens and other similar claims. The Company has policies and guidelines
in place to reduce its exposure to these risks. However, a failure to follow
these policies and guidelines may result in negative publicity and the payment
by the Company of money damages or fines. Although the Company historically has
not had any significant problems in this area, there can be no assurance that
the Company will not experience such problems in the future. The Company is also
exposed to liability with respect to actions taken by its employees while on
assignment, such as damages caused by employee errors, misuse of customer
proprietary information or theft of customer property. Although the Company
maintains insurance, due to the nature of the Company's assignments, in
particular its access to customer information systems and confidential
information, and the potential liability with respect thereto, there can be no
assurance that insurance coverage will continue to be available or that it will
be adequate to cover any such liability.
Increases in Unemployment Insurance Premiums and Workers' Compensation Rates
The Company is required to pay unemployment insurance premiums and workers'
compensation benefits for its billable employees. Unemployment insurance
premiums are set annually by the states in which employees perform services and
could increase as a result of, among other things, increased levels of
unemployment and the lengthening of periods for which unemployment benefits are
available. Workers' compensation costs have increased as various states in which
the Company conducts operations have raised levels of compensation and
liberalized allowable claims. The Company may incur costs related to workers'
compensation claims at rates higher than anticipated if higher than anticipated
losses or an increase in the number or the severity of claims is experienced. In
addition, the Company's costs could increase as the result of any future health
care reforms. Certain federal and state legislative proposals have included
provisions extending health insurance benefits to billable employees who do not
presently receive such benefits. There can be no assurance that the Company will
be able to increase the fees charged to its customers in a sufficient amount to
cover increased costs related to workers' compensation and unemployment
insurance. Further, there can be no assurance that the Company will be able to
obtain or renew workers' compensation insurance coverage in amounts and types
desired at reasonable premium rates.
Potential Impairment of Intangible Assets
As of June 30, 1997, more than 50% of the Company's total assets were
intangible assets. These intangible assets substantially represent amounts
attributable to goodwill recorded in connection with the Company's acquisitions
and are generally amortized over a five to forty year period, resulting in
significant annual charges. Various factors could impact the Company's ability
to generate the earnings necessary to support this amortization schedule,
including fluctuations in the economy, the degree and nature of competition,
demand for the Company's services, and the Company's ability to integrate the
operations of acquired businesses, to recruit and place staffing professionals,
to expand into new markets and to maintain gross margins in the face of pricing
pressures. Although management does not believe any impairment has occurred
through the date of this Prospectus, the failure of the Company to generate
earnings necessary to support the amortization charge may result in an
impairment of the asset. The resulting write-off could have a material adverse
effect on the Company's business, financial condition and results of operations.
Dependence on Availability of Qualified Staffing Personnel
The Company depends on its ability to attract, train and retain personnel
who possess the skills and experience necessary to meet the staffing
requirements of its customers. Competition for individuals with proven skills in
certain areas, particularly information technology and telecommunications, is
intense. The Company competes for such individuals with other providers of
technical staffing services, systems integrators, providers of outsourcing
services, computer systems consultants, customers and personnel agencies. The
Company must continually evaluate, train and upgrade its base of available
personnel to keep pace with changing customers' needs and emerging technologies.
There can be no assurance that qualified personnel will continue to be available
to the Company in sufficient numbers and on economic terms acceptable to the
Company. In addition, although the Company's employment agreements contain
non-compete covenants, there can be no assurance that the Company can
effectively enforce such agreements against its former employees.
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Highly Competitive Market; Limited Barriers to Entry
The staffing services industry is highly competitive and has low barriers
to entry. Heightened competition for customers as well as for technical
personnel could adversely impact the Company's margins. Heightened competition
for customers could result in the Company being unable to maintain its current
fee scales without being able to reduce the personnel costs of its billable
employees. Shortages of qualified technical personnel, which currently exist in
some technical specialties and could occur in the future, may result in the
Company being unable to fulfill its customers' needs. Moreover, customers could
employ technical staff directly (rather than using the Company's services) to
ensure the availability of such personnel. Many of the Company's competitors
have greater marketing, financial and personnel resources than the Company does
and could provide increased competition to the Company. The Company expects that
the level of competition will remain high in the future, which could have a
material adverse effect on the Company. Additionally, in certain markets the
Company has experienced significant pricing pressure from some of its
competitors.
Dependence on Key Personnel
The Company is highly dependent on its management. The Company's success
depends upon the availability and performance of James L. Paterek, the Chairman
of the Company, Christopher P. Franco, the Chief Executive Officer of the
Company, and Michael Ferrentino, the President of the Company. The loss of
services of any of these key persons could have a material adverse effect upon
the Company. The Company has entered into employment agreements with all of such
individuals. The Company does not maintain key man life insurance on any of
these individuals.
Control by Insiders
Current management of the Company currently controls more than one-quarter
of the Company's outstanding shares of Common Stock. As a result, such persons
are expected to have the ability to significantly influence all issues submitted
to the Company's stockholders including with respect to its management and the
selection of its Board of Directors. Such concentration of ownership could limit
the price that certain investors might be willing to pay in the future for
shares of Common Stock and could have the effect of making it more difficult for
a third party to acquire, or of discouraging a third party from attempting to
acquire, control of the Company.
Anti-Takeover Provisions
Certain provisions of the Company's Certificate of Incorporation and Bylaws
authorize the issuance of "blank check" Preferred Stock and the establishment of
advance notice requirements for director nominations and actions to be taken at
stockholder meetings. These provisions could discourage or impede a tender
offer, proxy contest or other similar transaction involving control of the
Company, including transactions in which the stockholders might otherwise
receive a premium for their shares over then current market prices and other
transactions that they may deem to be in their best interests. In particular the
issuance of Preferred Stock could have an adverse effect on holders of Common
Stock by delaying or preventing a change in control of the Company, making
removal of the present management of the Company more difficult or resulting in
restrictions upon the payment of dividends and other distributions to the
holders of Common Stock. For example, the Company could issue shares of
Preferred Stock with extraordinary voting rights or liquidation preferences to
make it more difficult for a hostile acquiror to gain control of the Company. In
addition to the anti-takeover effect of the issuance of preferred stock, holders
of preferred stock have a preferred position over holders of common stock on
liquidation, the right to a fixed or minimum dividend before any dividend is
paid (or accrued) on common stock, and the right to approve certain
extraordinary corporate matters.
No Cash Dividends
The Company anticipates that for the foreseeable future its earnings will
be retained for the operation and expansion of its business and that it will not
pay cash dividends on its Common Stock. In addition, the Company's revolving
credit facility prohibits the payment of cash dividends on the Common Stock
without the lender's consent.
Potential Environmental Liability
The Company, through a predecessor company that was engaged in
manufacturing activities, has been named as one of 80 defendants in a case
alleging that the defendants disposed of hazardous substances at a site in Gary,
Indiana. Management and its counsel cannot determine whether a negative outcome
is probable regarding the Company's potential liability at this site. Although
the Company is entitled to be indemnified for any environmental liabilities in
connection with disposal of hazardous substances at this site, no assurance can
be given that the Company will be effectively indemnified or will not otherwise
ultimately sustain liability for disposing of hazardous substances.
7
<PAGE>
Possible Volatility of Stock Price
From time to time, there has been and may continue to be significant
volatility in the market price for the Company's Common Stock. Quarterly
operating results of the Company or of other staffing companies, changes in
general conditions in the economy, the financial markets or the staffing
industry, natural disasters or other developments could cause the market price
of the Company's Common Stock to fluctuate substantially. In addition, in recent
years the stock market has experienced extreme price and volume fluctuations.
This volatility has had a significant effect on the market prices of securities
issued by many companies for reasons unrelated to their operating performance.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Common Stock
offered hereby by the Selling Stockholders. However, if the holders of Options
to purchase shares of Common Stock under the Company's Long-Term Stock
Investment Plan ("Options") exercise Options in order to sell the underlying
shares (which are registered hereby), the Company will receive the amount of the
exercise prices of any Options so exercised. The Company cannot predict when or
if it will receive proceeds from the exercise of Options, or the amount of any
such proceeds. The Company intends to use the proceeds, if any, received from
the exercise of Options for working capital purposes. See "Plan of
Distribution."
8
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth certain information regarding the shares of
Common Stock issuable upon the exercise of Options held by any affiliate of the
Company (as defined in Rule 405 under the Securities Act) granted under the
Company's Long-Term Stock Investment Plan ("Selling Stockholders"). In cases
where the Selling Stockholder serves or has served within the past three years
as an officer, director or employee of the Company or any of its subsidiaries or
has had another material relationship with the Company, this relationship is
noted. All of the shares offered hereby shares issued or issuable upon the
exercise of Options granted under the Company's Long-Term Stock Investment Plan,
including Options which are not presently exercisable. Non-employee directors
are entitled to receive Options to purchase 10,000 shares of Common Stock
annually, and the Company's Stock Option Committee or Board of Directors may
award additional Options to such non-employee directors and other directors,
officers, employees and agents from time to time. This Prospectus may be
supplemented from time to time to include additional shares of Common Stock
issuable upon the exercise of Options which may hereafter be granted to
affiliates of the Company.
<TABLE>
<CAPTION>
Shares Shares Shares
Beneficially Owned Offered Beneficially Owned
Name Position Prior to Offering Hereby After the Offering(1)
<S> <C> <C> <C> <C> <C>
James L. Paterek Chairman(2) 1,947,572(2) 281,250 1,666,322 (11.9%)
Christopher P. Franco Chief Executive Officer, 1,002,294(3) 112,500 889,794 (6.4%)
Director(3)
Michael Ferrentino President, Director(4) 2,393,012(4) 281,250 2,111,762 (15.1%)
Paul J. Grillo Vice President-Finance and 50,000(5) 50,000 -0-
Chief Financial Officer(5)
Andrew Reiben Director of Finance and 40,000(6) 40,000 -0-
Chief Accounting Officer(6)
Malcolm High Corporate Controller(7) 10,000(7) 10,000 -0-
Glen Miller Director(8) 20,000(8) 20,000 -0-
Richard Barber Director(8) 20,000(8) 20,000 -0-
Keith Goldberg Director(8) 20,000(8) 20,000 -0-
Marc Werner Director(9) 10,000(9) 10,000 -0-
</TABLE>
- ----------
(1) Assumes all of the shares offered hereby will be sold; however, each Selling
Stockholder has advised that he has no present intention to sell the shares
offered hereby.
(2) From 1995 to February 1997, Mr. Paterek served as a consultant to the
Company and in February 1997 he assumed his present positions. The shares
beneficially owned by include (i) 1,666,322 shares currently held of record by
him and (ii) 281,250 shares issuable to him upon exercise of a currently
exercisable Option at an exercise price of $6.75 per share.
(3) From 1995 to February 1997, Mr. Franco served as the Company's Executive
Vice President Company and in February 1997 he assumed his present positions.
The shares beneficially owned by Mr. Franco include (i) 889,794 shares currently
held of record by him and (ii) 112,500 shares issuable to him upon exercise of a
currently exercisable Option at an exercise price of $6.75 per share.
9
<PAGE>
(4) Mr. Ferrentino has served as the Company's President and as a Director since
1995. The shares beneficially owned by Mr. Ferrentino include (i) 999,794 shares
currently held of record by him, (ii) 281,250 shares issuable to him upon
exercise of a currently exercisable Option at an exercise price of $6.75 per
share, (iii) 889,794 shares held of record by Christopher P. Franco which are
subject to a voting agreement among him, Mr. Ferrentino, and Kevin W. Kiernan, a
Vice President of COMFORCE Telecom, Inc. under which Mr. Ferrentino has voting
power (the "Voting Agreement"), and (iv) 222,174 shares held of record by Mr.
Kiernan which are subject to the Voting Agreement.
(5) Mr. Grillo has served as Vice President--Finance and Chief Financial Officer
of the Company since July 1996. The shares shown as beneficially owned by Mr.
Grillo are issuable upon the exercise of an Option at an exercise price of
$18.00 per share, which Option is currently exercisable as to 25% of the shares
shown and is to become exercisable as to the balance of the shares over a
three-year period.
(6) Mr. Reiben has served as Chief Accounting Officer of the Company since
February 1996 and as Director of Finance of the Company since April 1997. The
shares shown as beneficially owned by Mr. Reiben are shares issuable upon the
exercise of an Option at an exercise price of $7.00 per share, which Option is
currently exercisable as to 25% of the shares shown and is to become exercisable
as to the balance of the shares over a three-year period.
(7) Mr. High has served as Corporate Controller of the Company since March 1997.
The shares shown as beneficially owned by Mr. High are shares issuable upon the
exercise of an Option at an exercise price of $8.00 per share, which Option is
to become exercisable over a four-year period.
(8) Such individual has served as a non-employee director of the Company since
December 1995. The shares shown as beneficially owned by this individual include
(i) 10,000 shares issuable to him upon exercise of a currently exercisable
Option at an exercise price of $6.75 per share and (ii) 10,000 shares issuable
to him upon exercise of an Option at an exercise price of $16.75 per share,
which Option becomes exercisable in October 1997.
(9) Mr. Werner has served as a non-employee director of the Company since May
1997. The shares shown as beneficially owned by Mr. Werner will become
exercisable at a price of $5.875 per share in May 1998.
DESCRIPTION OF THE COMPANY'S SECURITIES
General
The authorized capital stock of the Company consists of 100,000,000 shares
of Common Stock having a par value of $.01 per share and 10,000,000 shares of
Preferred Stock, par value $0.01 per share, which may be issued in one or more
series with such rights and preferences as determined by the Board of Directors.
As of July 22, 1997, the Company had issued and outstanding capital stock
consisting of 13,718,948 shares of Common Stock and 500 shares of Series F
Preferred Stock. In addition, as of the date of this Prospectus, there were
options and warrants to purchase an additional 3,953,824 shares of Common Stock
issued and outstanding.
The following summary description of the Company's capital stock does not
purport to be complete and is qualified in its entirety by this reference to the
Company's Certificate of Incorporation and Bylaws, copies of which have been
incorporated by reference as exhibits to the Registration Statement of which
this Prospectus is a part.
Common Stock
The holders of the Common Stock are entitled to one vote per share of
record on all matters to be voted upon by stockholders. At a meeting of
stockholders at which a quorum is present, a majority of the votes cast decides
all questions, unless the matter is one upon which a different vote is required
by express provision of law or the Company's Certificate of Incorporation or
Bylaws. Cumulative voting is not permitted with respect to the election of
directors.
The holders of Common Stock have no preemptive rights and have no rights to
convert their Common Stock into any other securities. Subject to the rights of
holders of Preferred Stock, if any shares of Preferred Stock are then
outstanding, in the event of a liquidation, dissolution or winding up of the
Company, holders of Common Stock are entitled to participate equally, share for
share, in all assets remaining after payment of liabilities.
The holders of Common Stock are entitled to receive ratably such dividends
as the Board of Directors may declare out of funds legally available therefor,
when and if so declared. The payment by the Company of dividends, if
10
<PAGE>
any, rests within the discretion of its Board of Directors and will depend upon
the Company's results of operations, financial condition and capital expenditure
plans, as well as other factors considered relevant by the Board of Directors.
Preferred Stock
The Company's Certificate of Incorporation authorizes the Board of
Directors to issue shares of Preferred Stock in one or more series and to
establish such relative voting, dividend, redemption, liquidation, conversion
and other powers, preferences, rights, qualifications, limitations and
restrictions as the Board of Directors may determine without further approval of
the Stockholders of the Company.
On October 25, 1996, the Board authorized the issuance of up to 10,000
shares of Preferred Stock, par value $0.01 per share, designated the Series F
Convertible Preferred Stock ("Series F Preferred Stock"). As subsequently
modified by agreement of the Company and the holders, each share of Series F
Preferred Stock will, (i) at the option of the holder or (ii) automatically on
the second anniversary of the date of issuance, be converted into such number of
shares of Common Stock determined by dividing $1,000 plus all accrued, unpaid
dividends thereon by the per share conversion price. The conversion price is 83%
of the average closing bid price of the Common Stock for the five trading days
immediately preceding the conversion date, subject to certain limitations.
Holders of shares of Series F Preferred Stock are entitled to cumulative
dividends of 5% per annum, payable quarterly on the first day of March, June,
September and December in each year, payable in cash or Common Stock (valued at
the closing price on the date of declaration), at the Company's election. The
Series F Preferred Stock has a liquidation preference over the Common Stock in
the event of any liquidation or sale of the Company. Except as otherwise
provided by law, the holders of Series F Preferred Stock are not entitled to
vote. As of June 30, 1997, there were 500 shares of Series F Preferred Stock
outstanding with a liquidation value of $500,000.
Except for the Series F Preferred Stock, there are no other series or
classes of Preferred Stock with currently outstanding shares. All the shares of
all other series or classes of Preferred Stock previously authorized by the
Company's Board have been repurchased by the Company, canceled or converted into
Common Stock and are not subject to reissue.
The issuance of any additional series of Preferred Stock, and the relative
powers, preferences, rights, qualifications, limitations and restrictions of
such series, if and when established, will depend upon, among other things, the
future capital needs of the Company, the then-existing market conditions and
other factors that, in the judgment of the Board of Directors, might warrant the
issuance of Preferred Stock. The issuance of additional series of Preferred
Stock by the Board of Directors could, among other things, adversely affect the
voting power of the holders of Common Stock and, under certain circumstances,
make it more difficult for a person or group to gain control of the Company. At
the date of this Prospectus, there are no plans, agreements or understandings
relative to the issuance of any shares of Preferred Stock.
Delaware Law
Certain provisions of the General Corporation Law of the State of Delaware,
summarized in the following paragraphs, may be considered to have an
anti-takeover effect and may delay, deter or prevent a tender offer, proxy
contest or other takeover attempt that a stockholder might consider to be in
such stockholder's best interest, including such an attempt as might result in
payment of a premium over the market price for shares held by stockholders.
Section 203 of the General Corporation Law of the State of Delaware
prohibits a public Delaware corporation from engaging in a "business
combination" with an "interested stockholder" for a period of three years after
the date of the transaction in which such person became an interested
stockholder unless (i) prior to such date, the Board of Directors approved
either the business combination or the transaction which resulted in the
stockholder becoming an interested stockholder; or (ii) upon becoming an
interested stockholder the stockholder then owned at least 85% of the voting
stock, as defined in Section 203; or (iii) subsequent to such date, the business
combination is approved by both the Board of Directors and by at least 66-2/3 of
the corporation's outstanding voting stock, excluding shares owned by the
interested stockholder. For these purposes, the term "business combination"
includes mergers, asset sales and other similar transactions with an "interested
stockholder." An "interested stockholder" is a person who, together with
affiliates and associates, owns (or, within the prior three years, did own) 15%
or more of the corporation's voting stock. Although Section 203 permits a
corporation to elect not to be governed by its provisions, the Company to date
has not made this election.
11
<PAGE>
Section 203 excludes from the definition of "interested stockholder" any
stockholder of the Company that owned over 15% of the Company's stock on
December 23, 1987, so long as such holder continues to own over 15% of the
Company.
Transfer Agent
The transfer agent and registrar for the Common Stock is ChaseMellon
Shareholder Services.
PLAN OF DISTRIBUTION
The shares of Common Stock may be sold from time to time to purchasers in
regular way brokerage transactions on the American Stock Exchange or in
privately negotiated transactions. Sales effected through the facilities of the
American Stock Exchange or otherwise will be effected at such prices as may be
obtainable and are satisfactory to the respective Selling Stockholders.
Each sale may be made either at market prices prevailing at the time of
such sale or at negotiated prices. Some or all of the shares of Common Stock may
be sold through brokers acting on behalf of the Selling Stockholders or to
dealers for resale by such dealers, and in connection with such sales, such
brokers or dealers may receive compensation in the form of discounts or
commissions from the Selling Stockholders and/or the purchasers of such shares
for whom they may act as broker or agent (which discounts or commissions are not
anticipated to exceed those customary in the types of transactions involved).
However, any securities covered by this Prospectus which qualify for sale
pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather
than pursuant to this Prospectus. All expenses of registration incurred in
connection with this offering are being borne by the Company, but all brokerage
commissions and other expenses incurred by individual Selling Stockholders will
be borne by each such Selling Stockholder. The Company will not be entitled to
any of the proceeds from such sales, although the Company will, with respect to
the Stock Option Plan, receive the exercise price in cash upon the exercise of
the options under which the shares of Common Stock are acquired by the
non-employee directors party thereto.
The Selling Stockholders and any dealer participating in the distribution
of any of the shares of Common Stock or any broker executing selling orders on
behalf of the Selling Stockholders may be deemed to be "underwriters" within the
meaning of the Securities Act, in which event any profit on the sale of any or
all of the shares of Common Stock by them and any discounts or commissions
received by any such brokers or dealers may be deemed to be underwriting
discounts and commissions under the Securities Act.
Any broker or dealer participating in any distribution of shares of Common
Stock in connection with this offering may be deemed to be an "underwriter"
within the meaning of the Securities Act and if so deemed will be required to
deliver a copy of this Prospectus, including a Prospectus Supplement, if
required, to any person who purchases any of the shares of Common Stock from or
through such broker or dealer.
In order to comply with the securities laws of certain states, if
applicable, the shares of Common Stock will be sold only through registered or
licensed brokers or dealers. In addition, in certain states, the shares of
Common Stock may not be sold unless they have been registered or qualified for
sale in such state or an exemption from such registration or qualification
requirement is available and is complied with.
LEGAL MATTERS
The validity of the Common Stock being offered hereby will be passed upon
for the Company by Doepken, Keevican &Weiss Professional Corporation,
Pittsburgh, Pennsylvania.
EXPERTS
The consolidated financial statements of the Company incorporated by
reference in this Prospectus from the Company's Annual Report on Form 10-K for
the year ended December 31, 1996 have been incorporated herein in reliance on
the report of Coopers & Lybrand LLP, independent accountants, given on the
authority of that firm as experts in accounting and auditing.
12
<PAGE>
The financial statements of RHO Company Incorporated which are incorporated
by reference in this Prospectus from the Company's Annual Report on Form 10-K
for the year ended December 31, 1996 have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect
thereto which is incorporated herein by reference, and have been so incorporated
in reliance upon the authority of said firm as experts in giving said report.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by the Company pursuant
to the Exchange Act are incorporated by reference in this Prospectus:
1. Annual Report on Form 10-K for the Year ended December 31, 1996.
2. Amendment No. 1 to Annual Report on Form 10-K/A for the Year ended
December 31, 1996.
3. Amendment No. 1 to Current Report on Form 8-K/A dated January 13,
1997, amending original Current Report on Form 8-K filed November 8,
1997.
4. Amendment No. 1 to Current Report on Form 8-K/A dated January 13,
1997, amending original Current Report on Form 8-K filed November 19,
1997.
5. Amendment No. 2 to Current Report on Form 8-K/A dated January 13,
1997, amending original Current Report on Form 8-K filed September 3,
1996.
6. Amendment No. 2 to Current Report on Form 8-K/A dated February 4,
1997, amending original Current Report on Form 8-K filed November 8,
1997.
7. Amendment No. 2 to Current Report on Form 8-K/A dated February 4,
1997, amending original Current Report on Form 8-K filed November 19,
1997.
8. Amendment No. 3 to Current Report on Form 8-K/A dated February 3,
1997, amending original Current Report on Form 8-K filed May 23, 1996.
9. Current Report on Form 8-K dated March 14, 1997 and Amendment No. 1 to
Current Report on Form 8-K/A dated April 14, 1997.
10. Current Report on Form 8-K dated July 10, 1997 and Amendment No. 1 to
Current Report on Form 8-K/A dated July 11, 1997.
11. Quarterly Report on Form 10-Q for the quarter ended March 31, 1997.
12. The description of the Company's Common Stock included in the
Registration Statement on Form 8-A filed October 10, 1985, as amended
by Amendment No. 1 thereto on Form 8-A/A dated July 25, 1997.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement 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.
The validity of the Common Stock being offered hereby will be passed upon
for the Company by Doepken, Keevican & Weiss Professional Corporation,
Pittsburgh, Pennsylvania.
Item 6. Indemnification of Directors and Officers
The Company's Bylaws effectively provide that the Company, to the full
extent permitted by Section 145 of the General Corporation Law of the State of
Delaware, as amended from time to time ("Section 145"), shall indemnify all
directors and officers of the Company and may indemnify all employees,
representatives and other persons as permitted pursuant thereto.
Section 145 permits a corporation to indemnify its directors and officers
against expenses (including attorney's fees), judgments, fines and amounts paid
in settlements actually and reasonably incurred by them in connection with any
13
<PAGE>
action, suit or proceeding brought by a third party if such directors or
officers acted in good faith and in a manner they reasonably believed to be in
or not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reason to believe their conduct was
unlawful. In a derivative action, indemnification may be made only for expenses
actually and reasonably incurred by directors and officers in connection with
the defense or settlement of an action or suit and only with respect to a matter
as to which they shall have acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interest of the corporation, except
that no indemnification shall be made if such person shall have been adjudged
liable to the corporation, unless and only to the extent that the court in which
the action or suit was brought shall determine upon application that the
defendant officers or directors are reasonably entitled to indemnity for such
expenses despite such adjudication of liability.
The Company has entered into separate indemnification agreements with each
of its outside directors which provides for indemnification of such directors to
the fullest extent permitted by law. The Company may also enter into
indemnification agreements with other directors, officers or employees or with
anyone else it is permitted to indemnify under Delaware law, but has no present
intention of doing so.
The Company maintains insurance against liabilities under the Securities
Act of 1933 for the benefit of its officers and directors.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Securities Act") may be permitted to directors, officers or
persons controlling the Company pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits.
4.1 COMFORCE Corporation Long-Term Stock Investment Plan (included as Annex
A to Definitive Proxy Statement filed with the Commission on June 30,
1997).
4.2 Restated Certificate of Incorporation of the Company, as amended by
Certificates of Amendment filed with the Delaware Secretary of State on
June 14, 1987 and February 12, 1991 (included as an exhibit to Amendment
No. 1 to the Registration Statement on Form S-1 of the Company filed
with the Commission on May 10, 1996 and incorporated herein by
reference).
4.3 Bylaws of the Company, as amended and restated effective as of February
26, 1997 (included as an exhibit to the Company's Annual Report on Form
10-K for the year ended December 31, 1996 and incorporated herein by
reference)
5.1 Opinion of Doepken Keevican & Weiss Professional Corporation.
23.1 Consent of Doepken Keevican & Weiss Professional Corporation (included
in the opinion filed as Exhibit 5.1 to this Registration Statement).
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Arthur Andersen L.L.P.
24.1 Powers of Attorney (included on signature page of the Registration
Statement).
Item 9. Undertakings.
The 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:
14
<PAGE>
(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 this 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 this
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement.
Provided, however, that paragraphs (1)(i) and (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) 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.
(4) 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.
(5) 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
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.
15
<PAGE>
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 Lake Success, State of New York, on July 24, 1997.
COMFORCE Corporation
(Registrant)
By: /s/ Christopher P. Franco
------------------------------------------------
Christopher P. Franco, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, each of the
members of the registrant's Stock Option Committee has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Lake Success, State of New York, on July 24,
1997.
/s/ Keith Goldberg
------------------------------------------------
Keith Goldberg, Member of Stock Option Committee
/s/ Glen Miller
------------------------------------------------
Glen Miller, Member of Stock Option Committee
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Michael Ferrentino and Christopher P. Franco, and
each of them, with full power to act without the other, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities to sign any
or all amendments to this Registration Statement, including post-effective
amendments, and to file the same with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents of any of them, or any substitute or substitutes,
lawfully 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 by the following persons in the
capacities and on the dates indicated.
16
<PAGE>
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.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ James L. Paterek Chairman
------------------------- July 24, 1997
James L. Paterek
/s/ Christopher P. Franco Chief Executive Officer,
------------------------- Secretary and Director July 24, 1997
Christopher P. Franco
/s/ Michael Ferrentino President and
------------------------- Director July 24, 1997
Michael Ferrentino
/s/ Paul Grillo Chief Financial Officer
------------------------- (Principal Financial July 24, 1997
Paul Grillo Officer)
/s/ Andrew Reiben Director of Finance and July 24, 1997
------------------------- Chief Accounting Officer
Andrew Reiben (Principal Accounting Officer)
/s/ Richard Barber Director July 24, 1997
-------------------------
Richard Barber
/s/ Keith Goldberg Director July 24, 1997
-------------------------
Keith Goldberg
/s/ Glen Miller Director July 24, 1997
-------------------------
Glen Miller
/s/ Marc Werner Director July 24, 1997
-------------------------
Marc Werner
17
EXHIBIT 5.1
DOEPKEN KEEVICAN & WEISS
58th Floor, USX Tower
600 Grant Street
Pittsburgh, Pennsylvania 15219
July 28, 1997
COMFORCE Corporation
2001 Marcus Avenue
Lake Success, NY 11042
RE: COMFORCE Corporation
Registration on Form S-8
Ladies and Gentlemen:
We have acted as counsel for COMFORCE Corporation, a Delaware corporation
(the "Company"), in connection with the registration with the Securities and
Exchange Commission (the "SEC") by the Company of 3,074,372 shares of the
Company's common stock (the "Common Stock") pursuant to the Securities Act of
1933, as amended (the "Act") for sale by certain selling stockholders.
In connection with the registration, we have examined the following:
(a) The Certificate of Incorporation and By-laws of the Company, each as
amended to date;
(b) The Registration Statement on Form S-8 (the "Registration Statement"),
including the Reoffer Prospectus which is a part thereof (the
"Prospectus"), relating to the Common Stock, as filed with the SEC;
(c) The COMFORCE Corporation Long-Term Stock Investment Plan (the "Plan");
and
(d) Such other documents, records, opinions, certificates and papers as we
have deemed necessary or appropriate in order to give the opinions
hereinafter set forth.
<PAGE>
COMFORCE Corporation
July 28, 1997
Page 2
The opinions hereinafter expressed are subject to the following
qualifications and assumptions:
(i) In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as
originals and the conformity of all documents submitted to us as
copies to the originals thereof.
(ii) As to the accuracy of certain factual matters, we have relied on the
certificates of officers of the Company and certificates, letters,
telegrams or statements of public officials.
(iii) We express no opinion on the laws of any jurisdiction other than the
United States of America and the General Corporation Law of the
State of Delaware.
Based upon and subject to the foregoing, we are pleased to advise you that,
insofar as the laws of the State of Delaware and the United States of America
are concerned, it is our opinion that the 3,074,372 shares of Common Stock to be
issued under the Plan and sold by the Company pursuant to the Registration
Statement, have been duly authorized and, when issued and sold as contemplated
by the Registration Statement and the Plan will be validly issued, fully paid
and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the use of our name in the Prospectus in
connection with the matters referred to under the caption "Legal Matters."
Very truly yours,
/s/ Doepken Keevican & Weiss
DOEPKEN KEEVICAN & WEISS
PROFESSIONAL CORPORATION
EXHIBIT 23.2
CONSENT OF COOPERS & LYBRAND L.L.P.
We consent to the incorporation by reference in the registration statement of
COMFORCE Corporation, Inc. on Form S-8 of our report dated January 30, 1997,
except as to Note 20 for which the date is March 21, 1997, on our audits of the
consolidated financial statements and financial statement schedule of COMFORCE
Corporation, Inc. as of December 31, 1996 and 1995, and for the years ended
December 31, 1996, 1995 and 1994. We also consent to the reference to our Firm
under the caption "Experts."
/s/ Coopers & Lybrand L.L.P.
Melville, New York
July 25, 1997
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 24, 1997
incorporated by reference in COMFORCE Corporation's Form 10-K for the year ended
December 31, 1996 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
Seattle, Washington
July 23, 1997