<PAGE>
Registration No. 333-
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
under
The Securities Act of 1933
--------------------------
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
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
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)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock $.01 par 254,500 $1.20 $306,312.50 $90.36
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 certain
other shares of Common Stock which may be issuable upon the exercise of
options granted under the Registrant's Long-Term Stock Investment Plan as
described under Item 1 of Part I of this Registration Statement.
(2) Estimated for the purpose of calculating the registration fee pursuant to
Rule 457(h) on the basis of the exercise price per share of outstanding
options for (i) 244,500 shares at $1.125 per share ($275,062.50) and
(ii) 10,000 shares at $3.125 per share ($31,250.00).
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.
Copies of the information incorporated by refence in Item 3 of Part II of
this Form S-8 will be delivered to plan participants, without charge, upon
written or oral request made to Linda Connolly, Shareholder Services, COMFORCE
Corporation, 2001 Marcus Road, Lake Success, New York 11042, telephone (516)
328-7300.
The Company is not registering hereunder (i) 555,628 shares of Common
Stock in the aggregate claimed by the holders to be issuable upon the exercise
of options granted to Anthony Giglio or Austin A. Iodice (and/or Nitsua, Ltd.)
under the Company's Long-Term Stock Investment Plan, which options the Company
maintains have been terminated, or (ii) 3,074,372 shares of Common Stock in
the aggregate issuable upon the exercise of options under the Company's
Long-Term Stock Investment Plan, which options have not yet been awarded or
were awarded on or after December 15, 1995 and which shares of Common Stock
were registered pursuant to the Company's Registration Statement on Form S-8
filed with the Securities and Exchange Commission on July 28, 1997,
Registration No.333-32271.
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 (File
No. 1-06081) 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,
1996.
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, 1996.
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,
1996.
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, 1996.
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. Current Report on Form 8-K dated August 20, 1997.
12. Current Report on Form 8-K dated October 28, 1997.
13. Current Report on Form 8-K dated December 9, 1997.
14. Quarterly Report on Form 10-Q for the quarter ended March 31, 1997.
15. Quarterly Report on Form 10-Q for the quarter ended June 30, 1997.
<PAGE>
16. Quarterly Report on Form 10-Q for the quarter ended September 30,
1997.
17. 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 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.
2
<PAGE>
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 Coopers & Lybrand L.L.P.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of KPMG Peat Marwick LLP.
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:
(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.
3
<PAGE>
(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.
4
<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
February 18, 1998.
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
February 18, 1998.
/s/ Glen Miller
-------------------------------------------------
Glen Miller, Member of Stock Option Committee
5
<PAGE>
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.
SIGNATURE TITLE DATE
- -------------------- -------------------------- --------------
/s/ James L. Paterek Chairman
- ----------------------------
James L. Paterek February 18, 1998
/s/ Christopher P. Franco Chief Executive Officer,
- ----------------------------
Christopher P. Franco Secretary and Director February 18, 1998
/s/ Michael Ferrentino President and
- ----------------------------
Michael Ferrentino Director February 18, 1998
/s/ Paul Grillo Chief Financial Officer
- ----------------------------
Paul Grillo (Principal Financial
Officer) February 18, 1998
/s/ Andrew Reiben Vice President of Finance and February 18, 1998
- ----------------------------
Andrew Reiben Chief Accounting Officer
(Principal Accounting Officer)
/s/ Richard Barber Director February 18, 1998
- ----------------------------
Richard Barber
/s/ Keith Goldberg
- ---------------------------- Director February 18, 1998
Keith Goldberg
/s/ Glen Miller Director February 18, 1998
- ----------------------------
Glen Miller
/s/ Marc Werner Director February 18, 1998
- ----------------------------
Marc Werner
/s/ Director
- ----------------------------
Michael D. Madden
6
<PAGE>
EXHIBIT 5.1
DOEPKEN KEEVICAN & WEISS
58th Floor, USX Tower
600 Grant Street
Pittsburgh, Pennsylvania 15219
February 18, 1998
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 254,500 shares of the
Company's common stock (the "Common Stock") issuable upon the exercise of
certain options ("Options") awarded under The COMFORCE Corporation Long-Term
Stock Investment Plan (the "Plan") 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"), relating to the Common Stock, as filed with the SEC;
(c) 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.
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.
<PAGE>
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 254,500 shares of Common
Stock to be issued upon the exercise of the Options awarded under the Plan
have been duly authorized and, will, when issued upon the exercise of the
Options, be legally issued, fully paid and non-assessable.
Very truly yours,
/s/ Doepken Keevican & Weiss
DOEPKEN KEEVICAN & WEISS
PROFESSIONAL CORPORATION
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
COMFORCE Corporation 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 schedules of
COMFORCE Corporation as of December 31, 1996 and 1995 and for the years ended
December 31, 1996, 1995 and 1994, which report is included in the Annual
Report on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Melville, New York
February 18, 1998
<PAGE>
EXHIBIT 23.2
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.
/s/ Arthur Andersen LLP
Seattle, Washington
February 18, 1998
<PAGE>
EXHIBIT 23.3
KPMG Peat Marwick LLP
The Board of Directors
Uniforce Services, Inc.:
We consent to the use of our report incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
Jericho, New York
February 18, 1998
