<PAGE>
As filed with the Securities and Exchange Commission on October 31, 1995
Registration No. 33-
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------------
Staff Builders, Inc.
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(Exact name of Registrant as specified in its charter)
Delaware 11-2650500
----------------------------- --------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1983 Marcus Avenue, Lake Success, New York 11042
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(Address of Principal Executive Offices) (Zip Code)
Staff Builders, Inc. 1993 Stock Option Plan
- -------------------------------------------------------------------------------
(Full title of the plan)
Stephen Savitsky
Chairman of the Board, President
and Chief Executive Officer
Staff Builders, Inc.
1983 Marcus Avenue
Lake Success, New York 11042
----------------------------------------------------------------
(Name and address of agent for service)
(516) 358-1000
------------------------
(Telephone number, including area code, of agent for service)
Copy to:
Floyd I. Wittlin, Esq.
Richards & O'Neil, LLP
885 Third Avenue
New York, New York 10022-4873
(212) 207-1200
--------------------------
<PAGE>
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registra-
registered registered(1) per share(2) price(2) tion fee(3)
- ---------- ------------- ------------ -------- ---------
<S> <C> <C> <C> <C>
Class A
Common Stock, 1,000,000 shares $4.75 $4,750,000 $1,637.93
par value
$.01 per share
</TABLE>
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement also covers such additional
indeterminate number of shares as may be issuable with respect to such
shares pursuant to the anti-dilution provisions of the Staff Builders, Inc.
1993 Stock Option Plan, as amended (the "Plan").
(2) The proposed maximum aggregate offering price, estimated solely for the
purpose of calculating the registration fee, has been computed pursuant to
Rule 457(h) promulgated under the Securities Act and is based on the
offering price of $4.75 per share which is the average of the high and
low prices of Staff Builders, Inc.'s Common Stock, par value $.01
per share (the "Common Stock"), on October 26, 1995 as quoted on
the National Association of Securities Dealers Automated Quotation National
Market System.
(3) Previously, Staff Builders, Inc. filed a Registration Statement on Form
S-8 (Registration Number 33-68500) by which 1,000,000 shares of Common
Stock were registered pursuant to the Plan (the "Prior Registration
Statement"). Simultaneously with the filing of this Registration
Statement, Staff Builders, Inc. is withdrawing the Prior Registration
Statement. A Registration fee of $1,181.66 was previously paid with respect
to the Prior Registration Statement. Pursuant to Rule 429 of the Securities
Act, Staff Builders, Inc. has applied such previously paid fee to the
amount of this registration fee, leaving a balance of $456.27.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified in Part
I are not required to be filed by Staff Builders, Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") as part of this Form S-8
Registration Statement (the "Registration Statement").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been previously filed by the Company with
the Commission and are incorporated as of their respective dates in this
Registration Statement by reference:
a. The Company's annual report on Form 10-K, as amended for the
fiscal year ended February 28, 1995.
b. The Company's quarterly reports on Form 10-Q for the quarters
ended May 31, 1995 and August 31, 1995.
c. The description of the Company's Class A Common Stock, par value
$.01 per share (the "Class A Common Stock") contained in its Registration
Statement on Form 8-A, as amended by Amendment No. 1 to the Registration
Statement on Form 8-A of the Company, which was declared effective on October
26, 1995.
All documents subsequently filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934 (the "Exchange Act") after the date of this Registration Statement and
prior to such time as the Company files a post-effective amendment to this
Registration Statement indicating that all securities offered hereby have been
sold, or which deregisters all such 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. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Restated Certificate of Incorporation of the Company, as amended,
provides that (i) the Company shall, to the fullest extent permitted by Section
145 of the Delaware General Corporation Law ("Section 145"), indemnify all
persons whom it may indemnify pursuant thereto and (ii) the personal liability
of the directors of the Company is eliminated to the fullest extent permitted by
Section 102(b)(7) of the Delaware General Corporation Law ("Section 102(b)(7)").
The Company has entered into separate indemnification agreements with certain of
its officers to the same effect.
Section 145 permits the Company to indemnify any person who was or is
a party or is threatened to be made party to a threatened, pending or completed
administrative, investigative, civil or criminal action, suit or proceeding
(other than an action by or in the right of the registrant in question) by
reason of the fact that he is or was a director, officer, employee or agent of
the registrant, or is or was serving at the request of the registrant as a
director, officer, employee or agent of another company, partnership, joint
venture, trust or "other enterprise", against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement he actually and
reasonably incurred in connection with such an action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of such registrant (and, in the case of a criminal
action or proceeding, had no reason to believe his conduct was unlawful). In
the case of an action by or in the right of the Company, he may not be
indemnified in respect of any claim, issue or matter as to which he was adjudged
liable to the Company unless and only to the extent that the court determines
that he is fairly and reasonably entitled to indemnity for such expenses as the
court shall deem proper.
Payment may be made in advance of the final disposition of any civil,
criminal, administrative or investigative action, suit or proceeding if the
officer or director agrees to repay to the Company such amount in the event it
is determined that he was not entitled to it. Indemnification against expenses
(including attorneys' fees) actually and reasonably incurred must be given under
Section 145 to the extent an officer, director, employee or agent is successful
in an action described above.
In addition, Section 145 permits the Company to purchase and maintain
insurance on behalf of any officer, director, employee and agent of the Company
or any person serving at the request of the Company as an officer, director,
employee or agent of
<PAGE>
another corporation serving as described above whether or not the Company would
have the power to indemnify him under Section 145. The Company maintains
directors and officers liability insurance for all duly elected or appointed
officers and directors of the Company.
Section 102(b)(7) permits the Company to eliminate or limit the
personal liability of a director to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the General Corporation Law, or (iv) for any transaction from which the director
derived an improper personal benefit.
Insofar as indemnification for liabilities arising under 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 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
The following exhibits are filed (except where otherwise indicated) as
part of this Registration Statement:
EXHIBIT NO. DESCRIPTION
4.1 Restated Certificate of Incorporation of the Company,
filed July 11, 1988 (incorporated by reference to Exhibit
3.1 of the Company's Form 10-K for the fiscal year ended
February 28, 1995).
4.2 Certificate of Amendment to the Restated Certificate of
Incorporation of the Company, filed August 22, 1991
(incorporated by reference to Exhibit 3.2 to the Company's
Registration Statement on Form S-1 (File No. 33-43728)
filed with the Commission on January 29, 1992).
4.3 Certificate of Amendment to the Restated Certificate of
Incorporation of the Company, filed September 3, 1992
(incorporated by reference to Exhibit 3.3 of the
<PAGE>
Company's Form 10-K for the fiscal year ended February 28,
1995).
4.4 Certificate of Retirement of Stock of the Company, filed
February 28, 1994 (incorporated by reference to Exhibit 3.4
of the Company's Form 10-K for the fiscal year ended
February 28, 1994).
4.5 Certificate of Retirement of Stock of the Company, filed
June 3, 1994 (incorporated by reference to Exhibit 3.5
of the Company's Form 10-K for the fiscal year ended
February 28, 1995).
4.6 Certificate of Designation, Rights and Preferences of
the Class A Preferred Stock of the Company, filed
June 6, 1994 (incorporated by reference to Exhibit 3.6
of the Company's Form 10-K for the fiscal year ended
February 28, 1995).
4.7 Certificate of Amendment of Restated Certificate of
Incorporation of the Company, filed August 23, 1994
(incorporated by reference to Exhibit 3.7 of the Company's
Form 10-K for the fiscal year ended February 28, 1995).
4.8 Amended and Restated By-Laws of the Company (incorporated
by reference to Exhibit 3.8 of the Company's Form 10-K for
the fiscal year ended February 28, 1995).
4.9 1993 Stock Option Plan.
4.10 Form of Option Agreement for non-qualified stock options
under the 1993 Stock Option Plan.
4.11 Form of Option Agreement for incentive stock options under
the 1993 Stock Option Plan.
5 Opinion of Richards & O'Neil, LLP as to the legality of the
securities being registered.
23.1 Consent of Deloitte & Touche to the incorporation by
reference in this Registration Statement of their report
on the financial statements included in the Company's
annual report on Form 10-K/A for the fiscal year ended
February 28, 1995.
23.2 Consent of Richards & O'Neil, LLP (included in the opinion
filed as Exhibit 5).
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to
this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the forgoing, any increase or decrease
in volume of securities offered (if the total dollar
value of securities offered would not exceed that which
was registered) and any deviation from the low or high
and of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, (the changes in volume and price represent
no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement.
<PAGE>
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any material
change to such information in the Registration
Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission
by the registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, 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 Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on this 26th day of
October, 1995.
STAFF BUILDERS, INC.
By:/s/ Stephen Savitsky
--------------------------------
Stephen Savitsky
Chairman of the Board,
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Stephen Savitsky Chairman of the Board, October 26, 1995
-------------------- President and Chief
Stephen Savitsky Executive Officer (principal
executive officer)
/s/ David Savitsky Executive Vice President, October 26, 1995
-------------------- Chief Operating Officer,
David Savitsky Secretary, Treasurer, and
Director
/s/ Gary Tighe Senior Vice President, October 26, 1995
-------------------- Finance and Chief Financial
Gary Tighe Officer (principal financial
officer and principal
accounting officer)
<PAGE>
Signature Title Date
--------- ----- ----
/s/ Bernard J. Firestone Director October 26, 1995
---------------------------
Bernard J. Firestone, Ph.D.
/s/ Jonathan J. Halpert Director October 26, 1995
---------------------------
Jonathan J. Halpert, Ph.D.
/s/ Donald Meyers Director October 26, 1995
---------------------------
Donald Meyers
<PAGE>
EXHIBIT INDEX
Location of
Exhibit No. Description of Exhibit Exhibit
----------- ---------------------- ----------------
4.1 Restated Certificate of Incorporated by
Incorporation of the reference.
Company, filed July 11,
1988.
4.2 Certificate of Amendment Incorporated by
to the Restated reference.
Certificate of
Incorporation of the
Company, filed August 22,
1991.
4.3 Certificate of Amendment Incorporated by
to the Restated reference.
Certificate of
Incorporation of the
Company, filed September
3, 1992.
4.4 Certificate of Retirement of Incorporated by
Stock of the Company, reference
filed February 28, 1994.
4.5 Certificate of Retirement of Incorporated by
Stock of the Company, reference
filed June 3, 1994.
4.6 Certificate of Designation, Incorporated by
Rights and Preferences of reference
the Class A Preferred Stock
of the Company, filed
June 6, 1994.
4.7 Certificate of Amendment of Incorporated by
Restated Certificate of reference
Incorporation of the Company,
filed August 23, 1994.
4.8 Amended and Restated By- Incorporated by
Laws of the Company. reference.
4.9 1993 Stock Option Plan.
4.10 Form of Option Agreement
for non-qualified stock
options under the 1993
Stock Option Plan.
<PAGE>
Location of
Exhibit No. Description of Exhibit Exhibit
----------- ---------------------- ----------------
4.11 Form of Option Agreement
for incentive stock
options under the 1993
Stock Option Plan.
5 Opinion of Richards &
O'Neil, LLP as to the legality
of the securities being
registered.
23.1 Consent of Deloitte &
Touche to the
incorporation by reference
in this Registration
Statement of their report
on the financial
statements included in the
Company's annual report on
Form 10-K/A for the fiscal
year ended February 28,
1995.
23.2 Consent of Richards & Incorporated by
O'Neil, LLP (included in the reference.
opinion filed as Exhibit
5).
<PAGE>
STAFF BUILDERS, INC.
1993 STOCK OPTION PLAN
1. PURPOSE. Staff Builders, Inc., a Delaware corporation (the
"Company"), intends that this 1993 Stock Option Plan (the "Plan") will
provide incentive to key employees, directors and consultants of the Company
or its Subsidiaries to continue and increase their efforts to improve
operating results, to remain in the employ or service of the Company or its
subsidiaries, and to have a greater financial interest in the Company through
ownership of its Common Stock.
2. ADMINISTRATION. The Compensation and Stock Option Committee of the
Company appointed by the Board of Directors of the Company (the "Committee"),
and consisting of no fewer than two directors, shall administer the Plan. The
members of the Committee must be "disinterested;" accordingly, they may not
have been for at least one year prior to the time of their appointment, and
shall not be, during the period they serve on the Committee, granted or
awarded equity securities pursuant to the Plan or any other plan for the
granting of stock, stock options, or similar rights that is maintained by the
Company or any of its affiliates, except that participation in an ongoing
securities acquisition plan meeting the conditions of paragraph (d)(2)(i) or
in a "formula plan" meeting the conditions of paragraph (c)(2)(ii) of Reg.
Section 240.16b-3 of the Securities Exchange Act of 1934, and an election to
receive an annual retainer fee in cash or in securities or partly in cash and
partly in securities, shall not disqualify a director from being a disinterested
person. The Committee shall have full power to construe and interpret the
Plan, to establish and amend rules and regulations for its administration and
to determine those persons to whom options shall be granted, subject to the
limitations set forth in the Plan. All action taken and decisions made by the
Committee pursuant to the Plan shall be final and conclusive.
3. ELIGIBILITY. Persons eligible to receive options shall be key
employees and non-employee directors of and consultants regularly providing
services to the Company or any Subsidiary of the Company; provided, however,
no member of the Committee shall be eligible to receive options under the
Plan and, provided, further, that non-employee directors and consultants
shall not be eligible to receive incentive stock options hereunder. Nothing
contained in the Plan shall be deemed to require the Company to continue the
employment of, or any other contractual arrangement with, any optionee. For
purposes of the Plan, the term "Subsidiary" shall mean any subsidiary
corporation as defined in Section 424 of the Internal Revenue Code of 1986,
as amended (the "IRC").
4. STOCK SUBJECT TO THE PLAN. Stock to be offered under the Plan shall
be shares of the Company's Common Stock, par value $.01 per share, which may
be authorized but unissued shares or shares acquired by the Company and held
in its treasury, as the Board of Directors may determine. Subject to Section
6 of the Plan, not more than 1,000,000 shares of Common Stock shall be sold
on exercise of options granted under the Plan. If the Board of Directors
determines that it is in the best interest of the Company to do so, an
optionee may surrender all or part of his options and be granted in lieu
thereof new options for the purchase of a greater or lesser number of shares,
whether or not the option price is lower or higher than the option price
applicable to the options surrendered.
For purposes of the Plan, the term "Common Stock" includes any stock
into which such Common Stock shall have been changed or any stock resulting
from any reclassification of such Common Stock.
<PAGE>
5. AWARD OF OPTIONS. The Committee may, in its discretion, grant
options under the Plan from time to time prior to the expiration of ten years
from the date on which the Company's Board of Directors adopts the Plan. The
Committee may grant options effective as of any date within such ten-year
period as is specified by the Committee in the Stock Option Agreement
(defined in Section 7(k)) relating to such options. However, the Committee
may not grant an incentive stock option, as described in Section 8, if the
grant of such option would violate the requirement of Section 8(a). The
shares covered by the unexercised portion of any terminated or expired
options shall become available again for the grant of options under the Plan.
6. ADJUSTMENTS.
(a) Subject to any required action by the stockholders of the Company,
in the event that the outstanding shares of Common Stock are hereafter
increased or decreased or changed into or exchanged for a different number or
kind of shares or other securities of the Company or of another corporation
by reason of reorganization, merger, consolidation, recapitalization,
reclassification, stock split, combination of shares or share dividends, the
Committee shall adjust the number and kind of shares for the purchase of
which options may be granted under the Plan and the number and kind of shares
as to which outstanding options, or portions thereof then unexercised, shall
be exercisable. In any such case, the Committee shall make such
adjustment in outstanding options without change in the total price
applicable to the unexercised portion of the option and with a corresponding
adjustment in the option price per share. In the event that the number of
shares of Common Stock is increased by sale of additional shares or
conversion of securities convertible into such shares or any other similar event
not referred to in the first sentence of this Section, the Committee may in
its discretion, but shall not be obligated to, adjust the number or kind of
shares for the purchase of which options have been granted under the Plan.
(b) Should the Company sell all or substantially all of its assets and
discontinue its business, or merge or consolidate with another entity, or
liquidate or dissolve in connection with those events, then, in lieu of its
obligation under Section 6(a), the Company's Board of Directors may amend or
adjust both the Plan and outstanding options so as to terminate the Plan
completely, or to continue the Plan with respect to the exercise of options
which were exercisable at the date the Board of Directors adopted the plan of
sale, merger, consolidation, or liquidation, or may take other actions as it
deems desirable and appropriate. In any such case, however, each optionee
will be given either (i) a reasonable time in which to exercise his options
(to the extent possible under the options terms as set forth in Section 7(c))
before the effectiveness of the sale and discontinuation, merger,
consolidation or liquidation, or (ii) the right to obtain, for his payment of
the option price, an equivalent amount of any securities such optionee would
have been entitled to obtain on consequence of that event, had he exercised
his options (to the extent possible under the options terms as set forth in
Section 7(c)) immediately before the plan of sale and discontinuation,
merger, consolidation, or liquidation was adopted.
(c) Should the Company be recapitalized in a transaction not covered by
Section 6(a) by the issuance of any other class or classes of securities in
exchange for Common Stock, the Board of Directors shall amend the Plan and
outstanding options to reflect an equivalent number of such securities as
being subject to the Plan and such options and to reflect an adjusted option
price per unit of such securities as would equitably be obtained in
accordance with the terms otherwise applicable to the actual exchange.
(d) Neither Section 6(b) nor 6(c) will require the Company to issue any
fractional share under the Plan or upon exercise of outstanding options; and
any amount payable for option exercise will be appropriately reduced in
respect of any such fractional shares otherwise required by operation of
those Sections, but not issued by reason of this Section 6(d).
A-2
<PAGE>
7. TERMS OF OPTION. Except to the extent Section 8(b) hereof may
otherwise require with respect to incentive stock options to be granted to
any person who immediately before the grant of such option owns shares
representing more than 10% of the voting power or value of all classes of
shares of the Company or of any parent corporation or Subsidiary, all options
under the Plan shall be subject to the following conditions and to such other
conditions as the Committee and the optionee may agree:
(a) OPTION TERM. No option granted under the Plan will be
exercisable earlier than the date six months following the date on which
the option is granted or after the expiration of ten years from the
date on which the option is granted.
(b) OPTION PRICE. The Committee shall determine the option price
per share, which shall not be less than the Fair Market Value of such
share with respect to incentive stock options and which shall not be
less than the par value of such share with respect to nonstatutory stock
options, and shall be set forth in the Stock Option Agreement. For the
purposes of the Plan, "Fair Market Value" means, on a per share basis,
the closing price reported on the NASDAQ National Market System for
Common Stock on the date of grant, or if the date of grant is not a
trading day, on the trading day immediately preceding the date on which
the Committee granted the options (or if no sale was quoted on the
NASDAQ National Market System on such date, on the next preceding day
on which there was such a sale).
(c) VESTING SCHEDULE. Options granted on a given date shall become
exercisable at such times and in such amounts as the Committee shall
determine.
Notwithstanding the preceding sentence, no incentive stock option may be
granted that would cause the limits of Section 8(a) to be exceeded with
respect to an optionee. The Committee, in its sole discretion, may prescribe
a different vesting schedule for any incentive stock option granted under the
Plan if necessary to prevent the option from violating the requirements of
Section 8(a). However, in no event shall any option become exercisable
earlier than the date six months following the date on which the option is
granted.
When an installment of options has become exercisable, the optionee may
exercise that installment, in whole or in part, at any time prior to the
expiration or termination of the options. Subject to Section 7(a) of the
Plan, and, in the case of incentive stock options, subject to Section 8(a),
the Committee may accelerate the time at which outstanding options may be
exercised.
Notwithstanding any schedule for vesting stated above or other
exercise schedule or entitlement which effectively precludes full and
immediate exercise of the related option, any option will become immediately
exercisable in full upon the occurrence of particular events or as the Board
of Directors may thereafter determine to be advisable, provided that, (i) at
the time of such occurrence or determination, the optionee has remained
continuously employed by the Company or any Subsidiary for at least six
months from the date of grant of such option, and (ii) in the case of an
incentive stock option, such acceleration would not cause the limits of
Section 8(a) to be violated. Without limitation, those particular events
include the following: (i) a change in control of the Company in a
transaction or occurrence, or a related series of transactions or
occurrences, resulting from a material change in ownership of Common Stock
and evidenced by cessation in service as directors of a majority of those
persons theretofore serving as members of the Board; (ii) the sale by the
Company of all or substantially all of its assets and the discontinuance of
its business, or the merger or consolidation of the Company with another
entity, or the liquidation of the Company in connection with those events,
any of which results in a change in control described in (i); or (iii) a
determination by the Board of Directors that immediate exercisability would be
in the best interests of the Company and advisable for protection of the
rights intended to be granted under the option.
A-3
<PAGE>
(d) EXERCISE OF OPTIONS. Only the optionee to whom the Company has
granted such rights or his guardian or legal representative may exercise
options. Shares may be purchased from time to time on the exercise of
stock options only by sending a written notice of election to exercise
in the form attached to the Stock Option Agreement, together with full
payment of the option price therefor, to the Secretary of the Company
(i) in cash (or an equivalent check or other form of payment acceptable
to the Company), or (ii) if the Committee shall approve in its sole
discretion, other Common Stock of the Company currently registered in
the name of, or beneficially owned by, the holder and surrendered in
due form for transfer to the Company. In the case of payment in the
Company's Common Stock, such stock shall be valued at its Fair Market
Value (as defined in Section 7(b) of the Plan) as of the date of
surrender of the Common Stock.
(e) TERMINATION OF OPTIONS. If an optionee ceases to be employed by
or to provide services to the Company or a Subsidiary for any reason,
such optionee may exercise the options theretofore granted to him within
a period of three months after his employment or service terminates, for
not more than the number of shares as to which options were exercisable
by him on the date he ceased to be employed or to serve, except that:
i) if the Company has terminated his employment or service for
cause, all options granted to him and theretofore unexercised shall
terminate automatically on notice of termination; and
ii) if the optionee's employment or service shall have
terminated because of his death, or if the optionee shall have died
during three months immediately following termination of his
employment or service (other than because of an event referred to
in clause (i) above), the options theretofore granted to him may
be exercised by the estate of the decedent, or by a person who
acquired the right to exercise such options by bequest or
inheritance, or by reason of the death of the decedent, at any
time within nine months after the optionee's death, for up to the
number of shares as to which options were exercisable by the
optionee on the date he ceased to be employed or to provide
services.
Notwithstanding the provisions of this Section 7(e), nothing herein will
extend the terms of the options specified in Section 7(a) of the Plan.
(f) PAYMENT OF TAXES. Upon settlement of any options, it shall be
a condition to the obligation of the Company that the optionee pay to the
Company such amount as the Company may request for the purpose of
satisfying its liability to withhold federal, state or local income
or other taxes.
(g) APPLICABLE REGULATIONS. The Company shall not be obligated to
sell or issue any shares upon exercise of any option if the exercise
thereof or the delivery of shares thereunder would constitute a
violation of any federal or state securities law or listing requirements
of any national securities exchange or automated quotation system of a
registered securities association on which the Common Stock may be
listed or quoted.
(h) PURCHASE FOR INVESTMENT. In the event that the Company has not
registered the shares with respect to which options are being exercised
under the Securities Act of 1933, as amended, each optionee electing to
purchase such shares will be required to represent that he is acquiring
such shares for investment purposes only and not with a view to the sale
or distribution thereof, and to make such other representations as are
deemed necessary by counsel to the Company. Stock certificates evidencing
such unregistered shares acquired upon exercise of options shall bear a
restrictive legend stating as follows:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES HAVE BEEN
A-4
<PAGE>
ACQUIRED FOR INVESTMENT AND MAY NOT BE PLEDGED OR HYPOTHECATED AND
MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SHARES UNDER THE SECURITIES ACT OF
1933 OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
REGISTRATION IS NOT REQUIRED UNDER SAID ACT, UNLESS IN THE OPINION
OF COUNSEL FOR THE COMPANY SUCH A LEGEND IS NOT NECESSARY.
(i) RIGHTS AS A STOCKHOLDER. The optionee shall have no rights as
a stockholder with respect to any shares covered by an option until the
date of issuance of a stock certificate for such shares. Without limiting
the foregoing, the Company shall make no adjustment for dividends or
other rights for which the record date is prior to the date such stock
certificate is issued.
(j) TRANSFER OF OPTION. A stock option shall not be transferable,
otherwise than by will or by the laws of descent and distribution.
(k) FORM OF OPTION. Options shall be evidenced by Stock Option
Agreements ("Stock Option Agreements") in such form as shall not be
inconsistent with the Plan. Any Stock Option Agreement entered into
pursuant hereto may contain such other terms, provisions and conditions
not inconsistent herewith as shall be determined by the Committee.
8. INCENTIVE STOCK OPTIONS. Options granted under the Plan to an
employee of the Company, its parent or any Subsidiary may be incentive stock
options (as defined under Section 422 of the IRC) or nonstatutory stock
options, as determined by the Committee at the time of grant of an option and
subject to the applicable provisions of Section 422 of the IRC and the
regulations promulgated thereunder.
(a) LIMIT. No incentive stock option may be granted to an optionee if
the Fair Market Value at the date of grant of shares with respect to which
such option would first become exercisable in any calendar year, when added
to the Fair Market Value at the date of grant of any other shares with
respect to which an incentive stock option granted to such optionee under
this plan (or any other incentive stock option plan maintained by the
Company, its parent or any Subsidiary) first becomes exercisable in such
calendar year, would exceed $100,000.
(b) 10% STOCKHOLDER. In the case of an incentive stock option granted
to an optionee who, immediately before the grant of such option, owns shares
representing more than 10% of the voting power or value of all classes of
shares of the Company, in no event shall the per share option price be less
than 110% of the Fair Market Value (as defined in Section 7(b) of the Plan)
per share of Common Stock on the date of grant, nor shall the option by its
terms be exercisable more than 5 years after the date such option is granted.
9. USE OF PROCEEDS. Proceeds from the sale of Common Stock under the
Plan shall be added to the general funds of the Company.
10. INDEMNIFICATION OF COMMITTEE. In addition to such other rights of
indemnification as they may have as members of the Board of Directors or as
members of the Committee, the Company shall indemnify the members of the
Committee against all costs and expenses reasonably incurred by them in
connection with any action, suit or proceeding to which they or any of them
may be party by reason of any action taken or failure to act under or in
connection with the Plan or any award made under the Plan, and against all
amounts paid by them in satisfaction of a judgment in any such action, suit
or proceeding, except a judgment based upon a finding of bad faith. Upon the
institution of any such action, suit or proceeding, a Committee member shall
notify the Company in writing, giving the Company an opportunity, at its own
expense, to handle and defend the same before such Committee member
undertakes to handle it on his own behalf.
A-5
<PAGE>
11. SUCCESSORS IN INTEREST. The Plan may be adopted and continued by
any successor or successors of the Company, whether by merger, consolidation,
sale of assets or otherwise. Whether or not the Plan is so adopted and
continued, the obligations of the Company under the Plan shall be binding
upon any such successor or successors, and for this purpose reference in the
Plan to the Company shall be deemed to include any such successors.
12. AMENDMENT OR TERMINATION OF THE PLAN. The Board of Directors may in
its discretion terminate the Plan with respect to any shares for which
options have not theretofore been granted. The Board of Directors and the
Committee shall have the right to alter or amend the Plan or any part
thereof from time to time; PROVIDED, HOWEVER, no change which would impair
the right of an optionee may be made in any options theretofore granted,
without the consent of such optionee; and PROVIDED, FURTHER, that the Board
of Directors or the Committee may not, without appropriate approval of not
less than a majority of the shares of Common Stock (or other voting stock
entitled to vote thereon at the time outstanding) present in person or by
proxy at a meeting of holders of such shares, alter or modify the Plan so as
to increase the maximum amount of Common Stock which may be issued under the
Plan, extend the term of the Plan or of options granted thereunder, reduce
the price at which options may be granted or exercised, change the
eligibility requirements for participation in the Plan, or change the
eligibility requirements for, or permit the granting of options to, members
of the Committee.
13. EXPENSES. The Company shall bear the expenses of administering the
Plan, other than taxes or similar charges payable by any optionee.
14. EFFECTIVE DATE. Options may be granted under the Plan after the
Plan has been adopted by the Board of Directors. However, the Plan shall be
effective only if approved by the stockholders of the Company within 12
months of the date the Plan is adopted by the Board of Directors, and options
granted prior to the date of such stockholder approval shall lapse, and be of
no further force or effect, if such approval is not obtained.
15. FUNDING. Anything herein contained to the contrary notwithstanding,
the Company shall not be required to set aside any amount at any time to fund
any obligations of the Company to make any payments to any optionee.
16. RIGHT OF DISCHARGE RESERVED. Nothing in the Plan shall confer upon
an optionee or any other person the right to continue in the employment of
the Company or any Subsidiary or affect any right which the Company or such
Subsidiary may have to terminate the employment of the optionee or any other
person.
17. GOVERNING LAW. All questions pertaining to the construction,
validity and effect of the Plan, or to the rights of any person under the
Plan, shall be determined in accordance with the laws of the State of New
York.
A-6
<PAGE>
STAFF BUILDERS, INC.
1993 STOCK OPTION PLAN
[Date]
To the Person Named as
Optionee on Schedule A
to this Agreement
Re: Grant of Nonqualifying Stock Options
to Purchase Shares of the Common
Stock of Staff Builders, Inc.
------------------------------------
Dear Optionee:
You and Staff Builders, Inc., a Delaware corporation (the "Corporation"),
hereby agree as follows:
1. REFERENCE. This is the Stock Option Agreement referred to in Section
7(k) of the Corporation's 1993 Stock Option Plan (the "Plan"). The stock option
this Agreement grants is a Nonqualifying Stock Option, as set forth in Section 5
below. This Agreement incorporates all terms, conditions and provisions of the
Plan.
2. STOCK OPTION. The Corporation hereby grants to the Optionee the option
(the "Stock Option") to purchase that number of shares of Class A Common Stock
of the Corporation, par value $.01 per share, set forth on Schedule A. The
Corporation will issue these shares as fully paid and nonassessable shares upon
the Optionee's exercise of the Stock Option. The Optionee may exercise the
Stock Option in accordance with this Agreement any time prior to the tenth
anniversary of the date of grant of the Stock Option evidenced by this
Agreement, unless earlier terminated according to the terms of this Agreement.
Schedule A sets forth the date or dates after which the Optionee may exercise
all or part of the Stock Option, subject to the provisions of the Plan.
<PAGE>
3. EXERCISE OF STOCK OPTION. The Optionee may exercise the Stock Option
in whole or in part by written notice delivered to the Corporation in the form
of Schedule B to this Agreement. If exercisable Stock Options as to 100 or more
shares are held by an Optionee, then such Stock Options may not be exercised for
fewer than 100 shares at any time, and if exercisable Stock Options for fewer
than 100 shares are held by an Optionee, then Stock Options for all such shares
must be exercised at one time. The Optionee shall enclose with each such notice
payment by cash or by valid check in an amount equal to the number of shares as
to which his exercise is made, multiplied by the option price therefor;
PROVIDED, HOWEVER, that if the Committee appointed by the Board of Directors
pursuant to Section 2 of the Plan shall, in its sole discretion, approve,
payment upon exercise of the Stock Option in whole or in part may be made by
surrender to the Corporation in due form for transfer of shares of Class A
Common Stock of the Corporation. In the case of payment in the Corporation's
Class A Common Stock, such stock shall be valued at its Fair Market Value (as
defined in Section 7(b) of the Plan) as of the date of surrender of the stock.
4. PURCHASE PRICE. The option price per share shall be that set forth on
Schedule A.
5. NO RIGHTS IN OPTION STOCK. Optionee shall have no rights as a
stockholder in respect of any shares subject to the Stock Option unless and
until Optionee has exercised the Stock Option in complete accordance with the
terms hereof, and shall have no rights with respect to shares not expressly
conferred by this Agreement.
6. SHARES RESERVED. The Corporation shall at all times during the term of
this Agreement reserve and keep available such number of shares of Common Stock
as will be sufficient to satisfy the requirements of this Agreement, and shall
pay all original issue taxes on the exercise of the Stock Option, and all other
fees and expenses necessarily incurred by the Corporation in connection
therewith.
7. NONASSIGNABILITY. The Stock Option and this Agreement shall not be
encumbered, disposed of, assigned or transferred in whole or part, and, except
as described in the Plan, may only be exercised by the Optionee unless the prior
written consent of the Committee has been obtained. All Shares purchased
pursuant to this Agreement shall be purchased for investment by the Optionee.
8. EFFECT UPON EMPLOYMENT. Nothing in this Agreement shall confer on the
Optionee any right to continue in the employment of the Corporation or shall
interfere in any way with the right of the Corporation to terminate Optionee's
employment at any time.
<PAGE>
9. SUCCESSORS. This agreement shall be binding upon any successor of the
Corporation.
In order to indicate your acceptance of the Stock Option on the above terms
and conditions, kindly sign the enclosed copy of this letter agreement and
return it to the Corporation.
STAFF BUILDERS, INC.
By____________________________
[Officer]
Accepted and Agreed to:
_______________________________
<PAGE>
SCHEDULE A
QUALIFYING STOCK OPTIONS
Date of Grant:
Name of Optionee:
Number of Shares as to
which the Option is Granted:
Option Price per Share:
Exercisability of Options:
Number of Share Date after which the
as to which the Option is Exercisable
Optionee May Exercise (anniversaries refer
the Option Granted to the Date of Grant
Hereby of the Stock Option)
---------------------- ---------------------
<PAGE>
SCHEDULE B
NOTICE OF ELECTION TO EXERCISE
------------------------------
Staff Builders, Inc.
[ADDRESS]
ATTENTION:
Gentlemen:
I hereby irrevocably elect to exercise the Stock Option held by me under
the 1993 Stock Option Plan of Staff Builders, Inc. (the "Corporation") to
purchase shares of the Class A Common Stock, par value $.01 per share, of the
Corporation at an option price of $_______ per share.
Enclosed is a check, payable to the order of the Corporation, in the amount
of $_______.
A completed Exercise of Stock Option Payment Remittance Form is attached.
Please instruct [ ], Transfer Agent, to issue _____
certificate(s) for ______ shares each and, if applicable, a separate certificate
for the remaining _________ shares in my name as shown below. The following
address is for the records of the Transfer Agent for mailing stockholder
communications:
_______________________________________
Name
_______________________________________
Taxpayer I.D. Number
(i.e. Social Security/Insurance Number)
_______________________________________
Number and Street
_______________________________________
City State Zip Code
<PAGE>
Please forward the certificate(s) to me at the following address:
_______________________________________
Number and Street
_______________________________________
City State Zip Code
This election incorporates, and is subject to, all terms and conditions of
the Plan and my Stock Option Agreement with the Corporation. The Stock Option I
am exercising is stated to be:
[Check one] ( ) Incentive Stock Option
( ) Nonqualifying Stock Option
I am acquiring the foregoing shares for investment purposes only, and not
with a view to their sale or distribution.
Dated:_______________________
___________________________
Signature
___________________________
Print Name
<PAGE>
Schedule B-1
STAFF BUILDERS, INC.
1993
STOCK OPTION PLAN
Exercise of Stock Option Payment Remittance Form
In fulfillment of the accompanying Notice of Election to Exercise, which
advises you of my intention to exercise options to purchase ________ shares of
Staff Builders, Inc. Class A Common Stock at an option price of $ per
share, for a total purchase price of $ , I enclose in full payment of
the purchase price:
bank check in the amount of . . . . . . . . . . . . . . .$_________
made payable to Staff Builders, Inc.
Dated:_______________________ ________________________
Signature
( ) Incentive Stock Option
( ) Nonqualifying Stock Option ______________________
Type Name
<PAGE>
STAFF BUILDERS, INC.
1993 STOCK OPTION PLAN
[Date]
To the Person Named as
Optionee on Schedule A
to this Agreement
Re: Grant of Qualifying Stock Options
to Purchase Shares of the Common
Stock of Staff Builders, Inc.
------------------------------------
Dear Optionee:
You and Staff Builders, Inc., a Delaware corporation (the "Corporation"),
hereby agree as follows:
1. REFERENCE. This is the Stock Option Agreement referred to in Section
7(k) of the Corporation's 1993 Stock Option Plan (the "Plan"). The stock option
this Agreement grants is an Incentive Stock Option, as set forth in Section 5
below. This Agreement incorporates all terms, conditions and provisions of the
Plan.
2. STOCK OPTION. The Corporation hereby grants to the Optionee the option
(the "Stock Option") to purchase that number of shares of Class A Common Stock
of the Corporation, par value $.01 per share, set forth on Schedule A. The
Corporation will issue these shares as fully paid and nonassessable shares upon
the Optionee's exercise of the Stock Option. The Optionee may exercise the
Stock Option in accordance with this Agreement any time prior to the tenth
anniversary of the date of grant of the Stock Option evidenced by this
Agreement, unless earlier terminated according to the terms of this Agreement.
Schedule A sets forth the date or dates after which the Optionee may exercise
all or part of the Stock Option, subject to the provisions of the Plan.
3. EXERCISE OF STOCK OPTION. The Optionee may exercise the Stock Option
in whole or in part by written notice delivered to the Corporation in the form
of Schedule B to this Agreement. If exercisable Stock Options as to 100 or more
shares are held by an Optionee, then such Stock Options may not be exercised for
fewer than 100 shares at any one time, and if
<PAGE>
exercisable Stock Options for fewer than 100 shares are held by an Optionee,
then Stock Options for all such shares must be exercised at one time. The
Optionee shall enclose with each such notice payment by cash or by valid check
in an amount equal to the number of shares as to which his exercise is made,
multiplied by the option price therefor; PROVIDED, HOWEVER, that if the
Committee appointed by the Board of Directors pursuant to Section 2 of the Plan
shall, in its sole discretion, approve, payment upon exercise of the Stock
Option in whole or in part may be made by surrender to the Corporation in due
form for transfer of shares of Class A Common Stock of the Corporation. In the
case of payment in the Corporation's Class A Common Stock, such stock shall be
valued at its Fair Market Value (as defined in Section 7(b) of the Plan) as of
the date of surrender of the stock.
4. PURCHASE PRICE. The option price per share shall be that set forth on
Schedule A.
5. NO RIGHTS IN OPTION STOCK. Optionee shall have no rights as a
stockholder in respect of any shares subject to the Stock Option unless and
until Optionee has exercised the Stock Option in complete accordance with the
terms hereof, and shall have no rights with respect to shares not expressly
conferred by this Agreement.
6. SHARES RESERVED. The Corporation shall at all times during the term of
this Agreement reserve and keep available such number of shares of Class A
Common Stock as will be sufficient to satisfy the requirements of this
Agreement, and shall pay all original issue taxes on the exercise of the Stock
Option, and all other fees and expenses necessarily incurred by the Corporation
in connection therewith.
7. NONASSIGNABILITY. The Stock Option and this Agreement shall not be
encumbered, disposed of, assigned or transferred in whole or part, except by
will or by the laws of descent and distribution. Except as described in the
Plan, the Optionee alone may exercise the Stock Option. All Shares purchased
pursuant to this Agreement shall be purchased for investment by the Optionee.
8. EFFECT UPON EMPLOYMENT. Nothing in this Agreement shall confer on the
Optionee any right to continue in the employment of the Corporation or shall
interfere in any way with the right of the Corporation to terminate Optionee's
employment at any time.
9. SUCCESSORS. This agreement shall be binding upon any successor of the
Corporation.
<PAGE>
In order to indicate your acceptance of the Stock Option on the above terms
and conditions, kindly sign the enclosed copy of this letter agreement and
return it to the Corporation.
STAFF BUILDERS, INC.
By____________________________
[Officer]
Accepted and Agreed to:
_______________________________
<PAGE>
SCHEDULE A
QUALIFYING STOCK OPTIONS
Date of Grant:
Name of Optionee:
Number of Shares as to
which the Option is Granted:
Option Price per Share:
Exercisability of Options:
Number of Share Date after which the
as to which the Option is Exercisable
Optionee May Exercise (anniversaries refer
the Option Granted to the Date of Grant
Hereby of the Stock Option)
--------------------- ---------------------
<PAGE>
SCHEDULE B
NOTICE OF ELECTION TO EXERCISE
Staff Builders, Inc.
[ADDRESS]
ATTENTION:
Gentlemen:
I hereby irrevocably elect to exercise the Stock Option held by me under
the 1993 Stock Option Plan of Staff Builders, Inc. (the "Corporation") to
purchase shares of the Class A Common Stock, par value $.01 per share, of the
Corporation at an option price of $_______ per share.
Enclosed is a check, payable to the order of the Corporation, in the amount
of $________ .
A completed Exercise of Stock Option Payment Remittance Form is attached.
Please instruct [ ], Transfer Agent, to issue ____
certificate(s) for ______ shares each and, if applicable, a separate
certificate for the remaining _________ shares in my name as shown below. The
following address is for the records of the Transfer Agent for mailing
stockholder communications:
_______________________________________
Name
_______________________________________
Taxpayer I.D. Number
(i.e. Social Security/Insurance Number)
_______________________________________
Number and Street
_______________________________________
City State Zip Code
<PAGE>
Please forward the certificate(s) to me at the following address:
_______________________________________
Number and Street
_______________________________________
City State Zip Code
This election incorporates, and is subject to, all terms and conditions of
the Plan and my Stock Option Agreement with the Corporation. The Stock Option I
am exercising is stated to be:
[Check one] ( ) Incentive Stock Option
( ) Nonqualifying Stock Option
I am acquiring the foregoing shares for investment purposes only, and not
with a view to their sale or distribution.
Dated:___________________________
___________________________
Signature
___________________________
Print Name
<PAGE>
Schedule B-1
STAFF BUILDERS, INC.
1993
STOCK OPTION PLAN
Exercise of Stock Option Payment Remittance Form
In fulfillment of the accompanying Notice of Election to Exercise, which
advises you of my intention to exercise options to purchase _________ shares of
Staff Builders, Inc. Class A Common Stock at an option price of $ per
share, for a total purchase price of $ , I enclose in full payment of
the purchase price:
bank check in the amount of . . . . . . . . . . . . $_________
made payable to Staff Builders, Inc.
Dated:_______________________ ________________________
Signature
( ) Incentive Stock Option
( ) Nonqualifying Stock Option ______________________
Type Name
<PAGE>
EXHIBIT 5
[RICHARDS & O'NEIL, LLP LETTERHEAD]
(212) 207-1200
October 26, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Staff Builders, Inc.
--------------------
Dear Sir or Madam:
We have acted as special counsel to Staff Builders, Inc., a Delaware
corporation (the "Company"), in connection with the proposed issuance of up to
an aggregate of 1,000,000 shares (the "Shares") of the Company's Class A common
stock, par value $.01 per share ("Class A Common Stock"), pursuant to the
Company's 1993 Stock Option Plan, as amended (the "Plan").
As such counsel, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary for the purpose of rendering
this opinion. In our examinations, we have assumed the genuineness of all
documents submitted to us as originals and the conformity to originals and
certified documents of all copies submitted to us as conformed copies.
In rendering the opinion below, we have assumed that (a) upon exercise of
the options granted under the Plan (the "Options"), the Company will have a
sufficient number of authorized shares of Class A Common Stock not reserved for
other purposes to permit the issuance of the Shares; and (b) prior to the dates
of exercise of the Options, no change occurs in the applicable law or the
pertinent facts.
<PAGE>
Securities and Exchange Commission
October 26, 1995
Page 2
We do not purport to be experts in, or to express any opinion herein
concerning, the law of any jurisdiction other than the State of New York, the
United States of America and the State of Delaware (but only insofar as set
forth in the General Corporation Law of the State of Delaware).
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and reserved for issuance by the Company upon exercise of the
Options and, when issued and sold against payment therefor in accordance with
the terms of the Plan and the stock option agreements executed thereunder, will
be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8 being filed herewith by the Company with the
Securities and Exchange Commission. In giving such consent, we do not thereby
admit that we are within the category of persons whose consent is required by
Section 7 of the Securities Act of 1933, as amended, and the Rules and
Regulations promulgated thereunder.
Very truly yours,
/s/ Richards & O'Neil, LLP
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statement of
Staff Builders, Inc. on Form S-8 of our report dated April 13, 1995, appearing
in the Annual Report on Form 10-K/A of Staff Builders, Inc. for the year
ended February 28, 1995.
DELOITTE & TOUCHE LLP
Jericho, New York
October 25, 1995
