As filed with the Securities and Exchange Commission on April 5 1995
Registration No. 33-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNIFORCE TEMPORARY PERSONNEL, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
NEW YORK
- --------------------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)
13-1996648
- --------------------------------------------------------------------------------
(I.R.S. employer identification no.)
1335 JERICHO TURNPIKE, NEW HYDE PARK, NY 11040
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
UNIFORCE TEMPORARY PERSONNEL, INC.
1991 STOCK OPTION PLAN
DIRECTORS' STOCK OPTION PLAN
- --------------------------------------------------------------------------------
(Full title of the plan)
John Fanning
Uniforce Temporary Personnel, Inc.
1335 Jericho Turnpike
NEW HYDE PARK, NEW YORK 11040
- --------------------------------------------------------------------------------
(Name and address of agent for service)
(516) 437-3300
- --------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share price fee
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, 200,000 shares
$.01 par value (1)(2)(3) $9.74406 $1,948,812 $672.00
- -------------------------------------------------------------------------------------------------------
Common stock, 100,000 shares
$.01 par value (1)(4) $10.30(4) $1,030,000(4) $355.17
=======================================================================================================
</TABLE>
(1) Pursuant to Rule 416, an indeterminate number of shares of Common Stock
that may become issuable pursuant to antidilution provisions of the 1991
Stock Option Plan (the "1991 Plan") and the Directors' Stock Option Plan
(the "Directors' Plan") are also being registered.
(2) The Registrant previously filed a Registration Statement on Form S-8
(Registration No. 33-47831) relating to 300,000 shares with respect to
which options have been granted under the 1991 Plan.
(3) Includes 30,375 shares with respect to which options have been granted
under the 1991 Plan at an average exercise price of $9.71 per share. An
additional 169,625 shares are to be offered at prices not presently
determined. Pursuant to Rule
<PAGE>
457(g) and (h), the offering price for these additional shares is
estimated solely for the purpose of determining the registration fee and
is based on $9.75, the per share average of high and low sale prices of
the Common Stock as reported by the Nasdaq National Market ("Nasdaq") for
trading on April 4, 1995.
(4) Includes 20,000 shares with respect to which options have been granted
under the Directors' Plan at an average exercise price of $11.50 per
share. An additional 80,000 shares are to be offered at prices not
presently determined. Pursuant to Rule 457(g) and (h), the offering price
for these additional shares is estimated solely for the purpose of
determining the registration fee and is based on the $10.00, the per share
average of high and low sales prices of the Common Stock as reported by
Nasdaq for trading on March 30, 1995.
-2-
<PAGE>
SUBJECT TO COMPLETION, DATED APRIL 5, 1995
PROSPECTUS
20,000 SHARES
UNIFORCE(R)
TEMPORARY PERSONNEL, INC.
Common Stock ($.01 par value)
This Prospectus relates to the reoffer and resale by certain selling
shareholders (the "Selling Shareholders") of shares (the "Shares") of the Common
Stock, $.01 par value (the "Common Stock"), of Uniforce Temporary Personnel,
Inc. (the "Company") issued by the Company to the Selling Shareholders upon the
exercise of outstanding stock options granted under the Company's Directors'
Stock Option (the "Directors' Plan"). This Prospectus also relates to the
reoffer and resale of Shares underlying options which may be granted to
"affiliates" (the "Future Selling Shareholders") of the Company as defined in
Rule 405 of the Securities Act of 1933, as amended (the "Securities Act") upon
the exercise of outstanding stock options to be granted under the Directors'
Plan and the Company's 1991 Stock Option Plan (the "1991 Plan"). If and when
such options are granted to the Future Selling Shareholders, the Company intends
to distribute a Prospectus Supplement as required by Rule 424(b) of the
Securities Act. Such Prospectus Supplement will specify the names of the Future
Shareholders and the amount of Shares to be reoffered and sold.
The offer and sale of the Shares to the Selling Shareholders and the
Future Selling Shareholders were previously registered under the Securities Act.
The Shares are being reoffered and resold for the account of the Selling
Shareholders and the Future Selling Shareholders and the Company will not
receive any of the proceeds from the resale of the Shares.
The Selling Shareholders have advised the Company that the resale of
their Shares may be effected from time to time in one or more transactions in
the over-the-counter market, in negotiated transactions or otherwise at market
prices prevailing at the time of the sale or at prices otherwise negotiated. See
"Plan of Distribution." The Company will bear all expenses in connection with
the preparation of this Prospectus.
The Common Stock of the Company is traded in the Nasdaq National Market
("Nasdaq") under the symbol "UNFR." On April 4, 1995, the last sale price for
the Common Stock, as reported by Nasdaq, was $9.75.
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 April __, 1995.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549; Northwestern Atrium Center, Suite 1400,
500 West Madison Street, Chicago, Illinois 60661; and Seven World Trade Center,
13th Floor, New York, New York 10048. Copies of such material can be obtained
from the Public Reference Section of the Commission at Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
TABLE OF CONTENTS
AVAILABLE INFORMATION...................................................... 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............................ 3
GENERAL INFORMATION........................................................ 4
USE OF PROCEEDS............................................................ 4
SELLING SHAREHOLDERS....................................................... 4
PLAN OF DISTRIBUTION....................................................... 4
LEGAL MATTERS.............................................................. 5
EXPERTS.................................................................... 5
ADDITIONAL INFORMATION..................................................... 5
-2-
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December
31, 1994 is incorporated by reference in this Prospectus and shall be deemed to
be a part hereof. All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination
of this offering, are deemed to be incorporated by reference in this Prospectus
and shall be deemed to be a part hereof from the date of filing of such
documents.
The Company's Application for Registration of its Common Stock under
Section 12(g) of the Exchange Act filed on April 20, 1984 is incorporated by
reference in this Prospectus and shall be deemed to be a part hereof.
The Company hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus has been delivered, on the written or oral
request of any such person, a copy of any or all of the documents referred to
above which have been or may be incorporated in this Prospectus by reference,
other than exhibits to such documents. Written requests for such copies should
be directed to Uniforce Temporary Personnel, Inc. at 1335 Jericho Turnpike, New
Hyde Park, New York 11040, Attention: Diane J. Geller, Secretary. Oral requests
should be directed to such officer (telephone number (516) 437-3300).
------------------------------------
No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with the offer made hereby, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or any Selling Shareholder. This Prospectus does not constitute
an offer to sell, or a solicitation of an offer to buy, the securities offered
hereby to any person in any state or other jurisdiction in which such offer or
solicitation is unlawful. The delivery of this Prospectus at any time does not
imply that information contained herein is correct as of any time subsequent to
its date.
-3-
<PAGE>
GENERAL INFORMATION
The Company's core business is the granting of licenses to operate
offices and the operation of offices that provide supplemental staffing services
to businesses, educational institutions, professional and service organizations,
federal, state and local governmental agencies and others in the United States.
The Company offers specialized product lines at several of its Company-owned and
licensed offices, including Information Services, office automation and medical
support services. The Company also supplies payroll, billing and/or financial
support services to independent supplemental staffing firms, provides temporary
laboratory staffing support to the scientific community and provides
confidential consulting and payrolling, permitting clients to utilize the
services of former 1099 independent contractors and consultants.
The Company's principal executive offices are located at 1335 Jericho
Turnpike, New Hyde Park, New York 11040. The Company's telephone number at such
location is (516) 437-3300.
The Shares offered hereby were or will be purchased by the Selling
Shareholders or the Future Selling Shareholders upon exercise of options granted
to them under the Directors' Plan and the 1991 Plan and will be sold for the
account of the Selling Shareholders and the Future Selling Shareholders.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the reoffer and
resale of the Shares by the Selling Shareholders and the Future Selling
Shareholders.
SELLING SHAREHOLDERS
This Prospectus relates in part, to the reoffer and resale of Shares
issued or that may be issued to the Selling Shareholders under the Directors'
Plan.
The following table sets forth (i) the number of shares of Common Stock
owned by each Selling Shareholder at March 31, 1995, (ii) the number of Shares
to be offered for resale by each Selling Shareholder and (iii) the number and
percentage of shares of Common Stock to be held by each Selling Shareholder
after completion of the offering.
<TABLE>
<CAPTION>
Number of shares of
Common Stock/
Number of Percentage of Class to
Number of shares of Shares to be be Owned After
Common Stock Owned at Offered for Completion of the
Name March 31, 1995 Resale Offering
- ---------------------------------------- ------------------------ ----------------- ------------------------
(1)
<S> <C> <C> <C>
John H. Brinckerhoff III(3).............. 1,000 5,000 1,000/(2)
Gordon Robinett(4)....................... 14,000 5,000 14,000/(2)
Daniel Raynor(5)......................... 0 5,000 0
Joseph A. Driscoll(6).................... 1,000 5,000 1,000/(2)
</TABLE>
(1) Consists of shares of Common Stock underlying options which are not
exercisable within 60 days of March 31, 1995.
(2) Less than 1% of the number of outstanding shares of Common Stock at March
31, 1995.
(3) Mr. Brinckerhoff has been a Director of the Company since 1983.
(4) Mr. Robinett has been a Director of the Company since 1981.
(5) Mr. Raynor has been a Director of the Company since 1991.
(6) Mr. Driscoll has been a Director of the Company since 1992.
-4-
<PAGE>
PLAN OF DISTRIBUTION
It is anticipated that all of the Shares will be offered by the Selling
Shareholders from time to time in the open market, either directly or through
brokers or agents, or in privately negotiated transactions. The Selling
Shareholders have advised the Company that they are not parties to any
agreement, arrangement or understanding as to such sales.
LEGAL MATTERS
Certain legal matters in connection with the issuance of the Shares
offered hereby have been passed upon for the Company by Messrs. Olshan Grundman
Frome & Rosenzweig, 505 Park Avenue, New York, New York 10022.
EXPERTS
The consolidated financial statements of Uniforce Temporary Personnel,
Inc., and subsidiaries as of December 31, 1994 and 1993 and for each of the
years in the three-year period ended December 31, 1994 have been incorporated by
reference herein in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing. The
report of KPMG Peat Marwick LLP refers to a change in the method of accounting
for income taxes.
ADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange Commission a
Registration Statement on Form S-8 under the Securities Act with respect to the
Shares offered hereby. For further information with respect to the Company and
the securities offered hereby, reference is made to the Registration Statement.
Statements contained in this Prospectus as to the contents of any contract or
other document are not necessarily complete, and in each instance, reference is
made to the copy of such contract or document filed as an exhibit to the
Registration Statement, each such statement being qualified in all respects by
such reference.
-5-
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS REFERENCE
The following documents filed by Uniforce Temporary Personnel,
Inc. (the "Company") with the Securities and Exchange Commission are
incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the year
ended December 31, 1994.
2. The description of the Company's Common Stock, $.01
par value, in the Company's Registration Statement on Form 8-A filed April 20,
1984.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended, after the effective
date of this registration statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereunder have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Except as hereinafter set forth, there is no statute, charter
provision, by-law, contract or other arrangement under which any controlling
person, director or officer of the Company is insured or indemnified in any
manner against liability which he may incur in his capacity as such.
The Company's authority to indemnify its directors and
officers is governed by the provisions of Sections 721 to 726 of the New York
Business Corporation Law, as follows:
Section 721 Nonexclusivity of Statutory Provisions for
Indemnification of Directors and Officers -- The indemnification and advancement
of expenses granted pursuant to, or provided by, this article shall not be
deemed exclusive of any other rights to which a director or officer seeking
indemnification or advancement of expenses may be entitled, whether contained in
the certificate of incorporation or the by-laws or, when authorized by such
certificate of incorporation or by-laws, (i) a resolution of shareholders, (ii)
a resolution of directors, or (iii) an agreement providing for such
indemnification, provided that no indemnification may be made to or on behalf of
any director or officer if a judgment or other final adjudication adverse to the
director or officer establishes that his acts were committed in bad faith or
were the result of active and deliberate dishonesty and were material to the
cause of action so adjudicated, or that he personally gained in fact a financial
profit or other advantage to which he was not legally entitled. Nothing
contained in this article shall affect any rights to indemnification to which
corporate personnel other than directors and officers may be entitled by
contract or otherwise under law.
II-6
<PAGE>
Section 722 Authorization for Indemnification of Directors and
Officers -- (a) A corporation may indemnify any person, made, or threatened to
be made, a party to an action or proceeding other than one by or in the right of
the corporation to procure a judgment in its favor, whether civil or criminal,
including an action by or in the right of any other corporation of any type or
kind, domestic or foreign, or any partnership, joint venture, trust, employee
benefit plan or other enterprise, which any director or officer of the
corporation served in any capacity at the request of the corporation, by reason
of the fact that he, his testator or intestate, was a director or officer of the
corporation, or served such other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise in any capacity, against
judgments, fines, amounts paid in settlement and reasonable expenses, including
attorneys' fees actually and necessarily incurred as a result of such action or
proceeding, or any appeal therein, if such director or officer acted, in good
faith, for a purpose which he reasonably believed to be in, or, in the case of
service for any other corporation or any partnership, joint venture, trust,
employee benefit plan or other enterprise, not opposed to, the best interests of
the corporation and, in criminal actions or proceedings, in addition, had no
reasonable cause to believe that his conduct was unlawful.
(b) The termination of any such civil or
criminal action or proceeding by judgment, settlement, conviction or upon a plea
of nolo contendere, or its equivalent, shall not in itself create a presumption
that any such director or officer did not act, in good faith, for a purpose
which he reasonably believed to be in, or, in the case of service for any other
corporation or any partnership, joint venture, trust, employee benefit plan or
other enterprise, not opposed to, the best interests of the corporation or that
he had reasonable cause to believe that his conduct was unlawful.
(c) A corporation may indemnify any person made,
or threatened to be made, a party to an action by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he,
his testator or intestate, is or was a director or officer of the corporation,
or is or was serving at the request of the corporation as a director or officer
of any other corporation of any type or kind, domestic or foreign, of any
partnership, joint venture, trust, employee benefit plan or other enterprise,
against amounts paid in settlement and reasonable expenses, including attorneys'
fees, actually and necessarily incurred by him in connection with the defense or
settlement of such action, or in connection with an appeal therein if such
director or officer acted, in good faith, for a purpose which he reasonably
believed to be in, or, in the case of service for any other corporation or any
partnership, joint venture, trust, employee benefit plan or other enterprise,
not opposed to, the best interests of the corporation, except that no
indemnification under this paragraph shall be made in respect of (1) a
threatened action, or a pending action which is settled or otherwise disposed
of, or (2) any claim issue or matter as to which such person shall have been
adjudged to be liable to the corporation, unless and only to the extent that the
court in which the action was brought, or, if no action was brought, any court
of competent jurisdiction, determines upon application that, in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such portion of the settlement amount and expenses as the court
deems proper.
(d) For the purpose of this section, a
corporation shall be deemed to have requested a person to serve an employee
benefit plan where the performance by such person of his duties to the
corporation also imposes duties on, or otherwise involves services by, such
person to the plan or participants or beneficiaries of the plan; excise taxes
assessed on a person with respect to an employee benefit plan pursuant to
applicable law shall be considered fines; and action taken or omitted by a
person with respect to an employee benefit plan in the performance of such
person's duties for a purpose
II-7
<PAGE>
reasonably believed by such person to be in the interest of the participants and
beneficiaries of the plan shall be deemed to be for a purpose which is not
opposed to the best interests of the corporation.
Section 723 Payment of Indemnification Other Than By Court
Award -- (a) A person who has been successful, on the merits or otherwise, in
the defense of a civil or criminal action or proceeding of the character
described in section 722 shall be entitled to indemnification as authorized in
such section.
(b) Except as provided in paragraph (a), any
indemnification under section 722 or otherwise permitted by section 721, unless
ordered by a court under section 724 (Indemnification of directors and officers
by a court), shall be made by the corporation, only if authorized in the
specific case:
(1) By the board acting by a quorum
consisting of directors who are not parties to such action or proceeding upon a
finding that the director or officer has met the standard of conduct set forth
in section 722 or established pursuant to section 721, as the case may be, or,
(2) If a quorum under subparagraph (1)
is not obtainable or, even if obtainable, a quorum of disinterested directors so
directs;
(A) By the board upon the
opinion in writing of independent legal counsel that indemnification is proper
in the circumstances because the applicable standard of conduct set forth in
such sections has been met by such director or officer, or
(B) By the shareholders upon a
finding that the director or officer has met the applicable standard of conduct
set forth in such sections.
(C) Expenses incurred in
defending a civil or criminal action or proceeding may be paid by the
corporation in advance of the final disposition of such action or proceeding
upon receipt of an undertaking by or on behalf of such director or officer to
repay such amount as, and to the extent, required by paragraph (a) of section
725.
Section 724 Indemnification of Directors and Officers by a
Court -- (a) Notwithstanding the failure of a corporation to provide
indemnification, and despite any contrary resolution of the board or of the
shareholders in the specific case under section 723 (Payment of indemnification
other than by court award), indemnification shall be awarded by a court to the
extent authorized under section 722 (Authorization for indemnification of
directors and officers), and paragraph (a) of section 723. Application therefor
may be made, in every case, either:
(1) In the civil action or proceeding in
which the expenses were incurred or other amounts were paid, or
(2) To the supreme court in a separate
proceeding, in which case the application shall set forth the disposition of any
previous application made to any court for the same or similar relief and also
reasonable cause for the failure to make application for such relief in action
or proceeding in which the expenses were incurred or other amounts were paid.
(b) The application shall be made in such manner
and form as may be required by the applicable rules of court or, in the absence
thereof, by direction of a court to which it is made. Such application shall be
upon notice to the corporation. The court may also direct that notice be
II-8
<PAGE>
given at the expense of the corporation to the shareholders and such other
persons as it may designate in such manner as it may require.
(c) Where indemnification is sought by judicial
action, the court may allow a person such reasonable expenses, including
attorneys' fees, during the pendency of the litigation as are necessary in
connection with his defense therein, if the court shall find that the defendant
has by his pleadings or during the course of the litigation raised genuine
issues of fact or law.
Section 725 Other Provisions Affecting Indemnification of
Directors and Officers -- (a) All expenses incurred in defending a civil or
criminal action or proceeding which are advanced by the corporation under
paragraph (c) of section 723 (Payment of indemnification other than by court
award) or allowed by a court under paragraph (c) of section 724 (Indemnification
of directors and officers by a court) shall be repaid in case the person
receiving such advancement or allowance is ultimately found, under the procedure
set forth in this article, not to be entitled to indemnification or, where
indemnification is granted, to the extent the expenses so advanced by the
corporation or allowed by the court exceed the indemnification to which he is
entitled:
(b) No indemnification, advancement or allowance
shall be made under this article in any circumstance where it appears:
(1) That the indemnification would be
inconsistent with the law of the jurisdiction of incorporation of a foreign
corporation which prohibits or otherwise limits such indemnification;
(2) That the indemnification would be
inconsistent with a provision of the certificate of incorporation, a by-law, a
resolution of the board or of the shareholders, an agreement or other proper
corporate action, in effect at the time of the accrual of the alleged cause of
action asserted in the threatened or pending action or proceeding in which the
expenses were incurred or other amounts were paid, which prohibits or otherwise
limits indemnification; or
(3) If there has been a settlement
approved by the court, that the indemnification would be inconsistent with any
condition with respect to indemnification expressly imposed by the court in
approving the settlement.
(c) If any expenses or other amounts are paid by
way of indemnification, otherwise than by court order or action by the
shareholders, the corporation shall, not later than the next annual meeting of
shareholders unless such meeting is held within three months from the date of
such payment, and in any event, within fifteen months from the date of such
payment, mail to its shareholders of record at the time entitled to vote for the
election of directors a statement specifying the persons paid, the amounts paid,
and the nature and status at the time of such payment of the litigation or
threatened litigation.
(d) If any action with respect to
indemnification of directors and officers is taken by way of amendment of the
by-laws, resolution of directors, or by agreement, then the corporation shall,
not later than the next annual meeting of shareholders, unless such meeting is
held within three months from the date of such action, and, in any event, within
fifteen months from the date of such action, mail to its shareholders of record
at the time entitled to vote for the election of directors a statement
specifying the action taken.
(e) Any notification required to be made
pursuant to the foregoing paragraph (c) or (d) of this section by any domestic
mutual insurer
II-9
<PAGE>
shall be satisfied by compliance with the corresponding provisions of section
one thousand two hundred sixteen of the insurance law.
(f) The provisions of this article relating to
indemnification of directors and officers and insurance therefor shall apply to
domestic corporations and foreign corporations doing business in this state,
except as provided in section 1320 (Exemption from certain provisions).
Section 726 Insurance for Indemnification of Directors and
Officers -- (a) Subject to paragraph (b), a corporation shall have power to
purchase and maintain insurance:
(1) To indemnify the corporation for any
obligation which it incurs as a result of the indemnification of directors and
officers under the provisions of this article, and
(2) To indemnify directors and officers
in instances in which they may be indemnified by the corporation under the
provisions of this article, and
(3) To indemnify directors and officers
in instances in which they may not otherwise be indemnified by the corporation
under the provisions of this article provided the contract of insurance covering
such directors and officers provides, in a manner acceptable to the
superintendent of insurance, for a retention amount and for co-insurance.
(b) No insurance under paragraph (a) may provide
for any payment, other than cost of defense, to or on behalf of any director or
officer.
(1) if a judgment or other final
adjudication adverse to the insured director or officer establishes that his
acts of active and deliberate dishonesty were material to the cause of action so
adjudicated, or that he personally gained in fact a financial profit or other
advantage to which he was not legally entitled, or
(2) in relation to any risk the
insurance of which is prohibited under the insurance law of this state.
(c) Insurance under any or all subparagraphs of
paragraph (a) may be included in a single contract or supplement thereto.
Retrospective rated contracts are prohibited.
(d) The corporation shall, within the time and
to the persons provided in paragraph (c) of section 725 (Other provisions
affecting indemnification of directors or officers), mail a statement in respect
of any insurance it has purchased or renewed under this section, specifying the
insurance carrier, date of the contract, cost of the insurance, corporate
positions insured, and a statement explaining all sums, not previously reported
in a statement to shareholders, paid under any indemnification insurance
contract.
(e) This section is the public policy of this
state to spread the risk of corporate management, notwithstanding any other
general or special law of this state or of any other jurisdiction including the
federal government.
----------- ------------ ----------
The Company's certificate of incorporation provides that the
personal liability of the directors of the Company to the Company or its
shareholders for damages for any breach of duty as directors, is eliminated to
II-10
<PAGE>
the fullest extent permitted by the Business Corporation Law of the State of New
York. The Company's certificate of incorporation also provides that the Company
shall, to the fullest extent permitted by Sections 722 and 723 of the New York
Business Corporation Law, indemnify any and all persons whom it shall have power
to indemnify under said sections from and against any and all of the expenses,
liabilities or other matters referred to in or covered by said sections,
exclusive of any other rights to which those indemnified may be entitled under
any by-law, agreement, vote of shareholders or directors or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding such office, and shall continue as to persons who have ceased to be
directors, officers, employees or agents and shall inure to the benefit of the
heirs, executors and administrators of such persons.
The Company's by-laws provide for indemnification of the
Company's directors and officers to the fullest extent permitted by the laws of
the State of New York and permit the Company to enter into indemnity agreements
with its officers and directors (the "Indemnity Agreements"). The Company has
entered into Indemnity Agreements with John Fanning, Rosemary Maniscalco, Harry
V. Maccarrone, John H. Brinckerhoff III, Gordon Robinett, Daniel Raynor, Joseph
A. Driscoll and Diane J. Geller. The Indemnity Agreements provide that the
Company shall indemnify such officers or directors from and against any and all
liabilities, costs and expenses, amounts of judgments, fines, penalties and
amounts paid in settlement of or incurred in defense of any settlement in
connection with any threatened, pending or completed claim, action, suit or
proceeding in which such persons are a party, or which may be asserted against
them by reason of their being or having been an officer or director of the
Company (the "Losses"), unless it is determined that such officers and directors
did not act in good faith and for a purpose which they reasonably believed to be
in, or in the case of service to an entity related to the Company, not opposed
to, the best interests of the Company and, in the case of a criminal proceeding
or action, that they had reasonable cause to believe that their conduct was
unlawful. No indemnification may be made under the Indemnity Agreements for
Losses incurred by such officers or directors who are parties to any proceeding
or action by or in the right of the Company to procure a judgment in its favor
in respect of (i) any claim, issue or matter as to which such officers or
directors shall have been adjudged liable to the Company or (ii) any threatened
or pending action to which such officers or directors are a party or are
threatened to be made a party which is settled or otherwise disposed of, unless
any court in which such action or proceeding is brought or any court of
competent jurisdiction shall determine that, in view of all of the
circumstances, such officers or directors are reasonably entitled to indemnity.
Such indemnification shall be in addition to any other rights to which such
officers or directors may be entitled under any law, charter provision, by-law,
agreement, vote of shareholders or otherwise.
The Company maintains a $1,000,000 directors and officers
liability insurance policy.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
EXHIBIT INDEX
EXHIBIT
*4(a) Uniforce Temporary Personnel, Inc. 1991 Stock Option Plan, as
amended through December 7, 1993, incorporated by reference to
Exhibit 10(d) to the Company's Annual Report on Form 10-K for
the year ended December 31, 1993.
II-11
<PAGE>
*4(b) Forms of agreements under 1991 Stock Option Plan, incorporated
by reference to Exhibit 4(b) to the Company's Registration
Statement on Form S-8 (Registration No. 33-47831).
4(c) Directors' Stock Option Plan.
4(d) Forms of agreements under the Directors' Stock Option Plan.
5 Opinion of Olshan Grundman Frome & Rosenzweig with respect to
the securities registered hereunder.
23(a) Consent of KPMG Peat Marwick LLP
23(b) Consent of Olshan Grundman Frome & Rosenzweig (included within
Exhibit 5)
* Previously filed
ITEM 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
a. To file, during any period in which offers
or sales are being made, a post-effective amendment to this registration
statement 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.
b. 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.
c. 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.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or 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.
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 each 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
II-12
<PAGE>
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.
II-13
<PAGE>
SIGNATURES
THE REGISTRANT. 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 Town of North Hempstead, State of New York, on this 31st day
of March, 1995.
UNIFORCE TEMPORARY PERSONNEL, INC.
(Registrant)
By: /S/ JOHN C. FANNING
---------------------------------------
John C. Fanning, Chairman of the Board,
President and Chief Executive Officer
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
date indicated.
SIGNATURE TITLE DATE
/S/ JOHN C. FANNING Chairman of the Board,
- ---------------------------- President and Chief
(John C. Fanning) Executive Officer March 31, 1995
/S/ ROSEMARY MANISCALCO Executive Vice President,
- ---------------------------- Chief Operating Officer
(Rosemary Maniscalco) and Director March 31, 1995
Vice President-Finance,
Treasurer, Principal
/S/ HARRY V. MACCARRONE Financial and Chief
- ---------------------------- Accounting Officer and
(Harry V. Maccarrone) Director March 31, 1995
/S/ JOHN H. BRINCKERHOFF III
- ----------------------------
(John H. Brinckerhoff III) Director March 31, 1995
/S/ GORDON ROBINETT
- ----------------------------
(Gordon Robinett) Director March 31, 1995
/S/ DANIEL RAYNOR
- ----------------------------
(Daniel Raynor) Director March 31, 1995
/S JOSEPH A. DRISCOLL
- ----------------------------
(Joseph A. Driscoll) Director March 31, 1995
II-14
<PAGE>
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of North Hempstead, State of
New York, on March __, 1995.
UNIFORCE TEMPORARY PERSONNEL, INC.
1991 STOCK OPTION PLAN
----------------------------------
(Plan)
By: /S/ JOHN H. BRINCKERHOFF III
----------------------------
John H. Brinckerhoff III,
Member of Stock Option
Committee
By: /S/ GORDON ROBINETT
----------------------------
Gordon Robinett,
Member of Stock Option
Committee
By: /S/ DANIEL RAYNOR
----------------------------
Daniel Raynor,
Member of Stock Option
Committee
II-15
UNIFORCE TEMPORARY PERSONNEL, INC.
DIRECTORS' STOCK OPTION PLAN
ARTICLE I
PURPOSE
The purpose of Uniforce Temporary Personnel, Inc. Directors' Stock
Option Plan (the "Plan") is to secure for Uniforce Temporary Personnel, Inc. and
its shareholders the benefits arising from stock ownership by its Directors. The
Plan will provide a means whereby such Directors may purchase shares of the
common stock, $.01 par value, of Uniforce Temporary Personnel, Inc. pursuant to
options granted in accordance with the Plan.
ARTICLE II
DEFINITIONS
The following capitalized terms used in the Plan shall have the
respective meanings set forth in this Article:
2.1 "Board" shall mean the Board of Directors of Uniforce Temporary
Personnel, Inc.
2.2 "Code" shall mean the Internal Revenue Code of 1986, as amended.
2.3 "Company" shall mean Uniforce Temporary Personnel, Inc. and any of
its Subsidiaries.
2.4 "Director" shall mean any person who is a member of the Board of
Directors of the Company.
2.5 "Eligible Director" shall be any Director who is not a full or
part-time Employee of the Company.
2.6 "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
2.7 "Exercise Price" shall mean the price per Share at which an Option
may be exercised.
2.8 "Fair Market Value" shall mean the closing sales price of a
Share as quoted on NASDAQ on the Grant Date or on the preceding date on which
such Shares are traded if no Shares were traded on such Grant Date. If the
Shares are not quoted on NASDAQ, Fair Market Value shall be deemed to be the
average of the high bid
<PAGE>
and asked prices of the Shares in the over-the-counter market on the Grant Date,
or the next preceding date on which the last prices were recorded, as reported
by the National Quotation Bureau.
2.9 "Grant Date" shall mean the Initial Grant Date and any Subsequent
Grant Date.
2.10 "Initial Grant Date" shall mean with respect to each Eligible
Director the date such Eligible Director is first elected as a member of the
Board, or if an Eligible Director is a member of the Board the date the Board
approved the Plan (December 13, 1994).
2.11 "NASDAQ" shall mean the National Association of Securities Dealers
Automated Quotation System.
2.12 "Option" shall mean an Option to purchase Shares granted pursuant
to the Plan.
2.13 "Option Agreement" shall mean the written agreement described in
Article VI herein.
2.14 "Permanent Disability" shall mean the condition of an Eligible
Director who is unable to participate as a member of the Board by reason of any
medically determined physical or mental impairment that can be expected to
result in death or which can be expected to last for a continuous period of not
less than 12 months.
2.15 "Purchase Price" shall be the Exercise Price multiplied by the
number of whole Shares with respect to which an Option may be exercised.
2.16 "Securities Act" shall mean the Securities Act of 1933, as
amended.
2.17 "Shares" shall mean shares of common stock, $.01 par value, of the
Company.
2.18 "Subsequent Grant Date" shall mean any Grant Date other than the
Initial Grant Date.
2.19 "Subsidiaries" shall have the meaning provided in Section 425(f)
of the Code.
ARTICLE III
ADMINISTRATION
3.1 GENERAL. This Plan shall be administered by the Board in accordance
with the express provisions of this Plan.
2
<PAGE>
3.2 POWERS OF THE BOARD. The Board shall have full and complete
authority to adopt such rules and regulations and to make all such other
determinations not inconsistent with the Plan as may be necessary for the
administration of the Plan.
ARTICLE IV
SHARES SUBJECT TO PLAN
Subject to adjustment in accordance with Article IX, an aggregate of
100,000 Shares is reserved for issuance under this Plan. Shares sold under this
Plan may be either authorized but unissued Shares or reacquired Shares. If an
Option, or any portion thereof, shall expire or terminate for any reason without
having been exercised in full, the unpurchased Shares covered by such Option
shall be available for future grants of Options.
ARTICLE V
GRANTS
5.1 INITIAL GRANTS. On the Initial Grant Date, each Eligible Director
shall receive the grant of an option to purchase 5,000 Shares. If an Eligible
Director was granted an option as of the date the Board approved the Plan, then
such grant is subject to shareholder approval of the Plan.
5.2 SUBSEQUENT GRANTS. To the extent that Shares remain available for
the grant of Options under the Plan, on January 1 of each year commencing
January 1, 1996, each Eligible Director shall be granted an Option to purchase
1,000 Shares.
5.3 ADJUSTMENT OF GRANTS. The number of Shares set forth in Section 5.1
and 5.2 as to which Options shall be granted shall be subject to adjustment as
provided in Section 9.1 hereof.
5.4 COMPLIANCE WITH RULE 16B-3. The terms for the grant of Options to
an Eligible Director may only be changed if permitted under Rule 16b-3 under the
Exchange Act and, accordingly, the formula for the grant of Options may not be
changed or otherwise modified more than once in any six month period, other than
to comport with changes in the Code, the Employee Retirement Income Security
Act, or the rules and regulations thereunder.
3
<PAGE>
ARTICLE VI
TERMS OF OPTION
Each Option shall be evidenced by a written Option Agreement executed
by the Company and the Eligible Director which shall specify the Grant Date, the
number of Shares subject to the Option, the Exercise Price and shall also
include or incorporate by reference the substance of all of the following
provisions and such other provisions consistent with this Plan as the Board may
determine.
6.1 TERM. The term of each Option shall be 10 years from the Grant Date
thereof, subject to earlier termination in accordance with Articles VI and X.
6.2 RESTRICTION ON EXERCISE. Options shall be exercisable at such time
or times and subject to such terms and conditions as shall be determined by the
Board at grant, provided, however, that in the case of the Eligible Director's
death or Permanent Disability, the Options held by him will become immediately
exercisable, unless a longer vesting period is otherwise determined by the Board
at grant. The Board may waive any installment exercise provision at any time in
whole or in part based on performance and/or such other factors as the Board may
determine in its sole discretion, provided, however, that no Option shall be
exercisable until more than six months have elapsed from the Grant Date and;
provided, further that no Option will be exercisable until shareholder approval
of the Plan shall have been obtained.
6.3 EXERCISE PRICE. The Exercise Price for each Share subject to an
Option shall be the Fair Market Value of the Share as determined in Section 2.8
herein.
6.4 MANNER OF EXERCISE. An Option shall be exercised in accordance with
its terms, by delivery of a written notice of exercise to the Company and
payment of the full purchase price of the Shares being purchased. An Eligible
Director may exercise an Option with respect to all or less than all of the
Shares for which the Option may then be exercised, but a Director must exercise
the Option in full Shares.
6.5 PAYMENT. The Purchase Price of Shares purchased pursuant to an
Option or portion thereof, may be paid:
(a) in United States Dollars, in cash or by check, bank draft or
money order payable to the Company;
(b) at the discretion of the Board by delivery of Shares already
owned by an Eligible Director with an aggregate Fair Market Value on the date of
exercise equal to the Purchase Price,
4
<PAGE>
subject to the provisions of Section 16(b) of the Exchange Act; and
(c) through the written election of the Eligible Director to have
Shares withheld by the Company from the Shares otherwise to be received with
such withheld Shares having an aggregate Fair Market Value on the date of
exercise equal to the Purchase Price.
6.6 TRANSFERABILITY. No Option shall be transferable otherwise than by
will or the laws of descent and distribution, and an Option shall be exercisable
during the Eligible Director's lifetime only by the Eligible Director, his
guardian or legal representative.
6.7 TERMINATION OF MEMBERSHIP ON THE BOARD. If an Eligible Director's
membership on the Board terminates for any reason other than cause, including
the death of an Eligible Director, an Option held on the date of termination may
be exercised in whole or in part at any time within one (1) year after the date
of such termination (but in no event after the term of the Option expires) and
shall thereafter terminate. If an Eligible Director's membership on the Board is
terminated for cause, which determination shall be made by the Board, Options
held by him shall terminate concurrently with termination of membership.
ARTICLE VII
GOVERNMENT AND OTHER REGULATIONS
7.1 DELIVERY OF SHARES. The obligation of the Company to issue or
transfer and deliver Shares for exercised Options under the Plan shall be
subject to all applicable laws, regulations, rules, orders and approvals which
shall then be in effect.
7.2 HOLDING OF STOCK AFTER EXERCISE OF OPTION. The Option Agreement
shall provide that the Eligible Director, by accepting such Option, represents
and agrees, for the Eligible Director and his permitted transferees hereunder
that none of the Shares purchased upon exercise of the Option shall be acquired
with a view to any sale, transfer or distribution of the Shares in violation of
the Securities Act and the person exercising an Option shall furnish evidence
satisfactory to that Company to that effect, including an indemnification of the
Company in the event of any violation of the Act by such person. Notwithstanding
the foregoing, the Company in its sole discretion may register under the Act the
Shares issuable upon exercise of the Options under the Plan.
5
<PAGE>
ARTICLE VIII
WITHHOLDING TAX
The Company may in its discretion, require an Eligible Director to pay
to the Company, at the time of exercise of an Option an amount that the Company
deems necessary to satisfy its obligations to withhold federal, state or local
income or other taxes (which for purposes of this Article includes an Eligible
Director's FICA obligation) incurred by reason of such exercise. When the
exercise of an Option does not give rise to the obligation to withhold federal
income taxes on the date of exercise, the Company may, in its discretion,
require an Eligible Director to place Shares purchased under the Option in
escrow for the benefit of the Company until such time as federal income tax
withholding is required on amounts included in the Eligible Director's gross
income as a result of the exercise of an Option. At such time, the Company, in
its discretion, may require an Eligible Director to pay to the Company an amount
that the Company deems necessary to satisfy its obligation to withhold federal,
state or local taxes incurred by reason of the exercise of the Option, in which
case the Shares will be released from escrow upon such payment by an Eligible
Director.
ARTICLE IX
ADJUSTMENTS
9.1 PROPORTIONATE ADJUSTMENTS. If the outstanding Shares are increased,
decreased, changed into or exchanged into a different number or kind of Shares
or securities of the Company through reorganization, recapitalization,
reclassification, stock dividend, stock split, reverse stock split or other
similar transaction, an appropriate and proportionate adjustment shall be made
to the maximum number and kind of Shares as to which Options may be granted
under this Plan. A corresponding adjustment changing the number or kind of
Shares allocated to unexercised Options or portions thereof, which shall have
been granted prior to any such change, shall likewise be made. Any such
adjustment in the outstanding Options shall be made without change in the
Purchase Price applicable to the unexercised portion of the Option with a
corresponding adjustment in the Exercise Price of the Shares covered by the
Option. Notwithstanding the foregoing, there shall be no adjustment for the
issuance of Shares on conversion of notes, preferred stock or exercise of
warrants or Shares issued by the Board for such consideration as the Board deems
appropriate.
9.2 DISSOLUTION OR LIQUIDATION. Upon the dissolution or liquidation of
the Company, or upon a reorganization, merger or consolidation of the Company
with one or more corporations as a result of which the Company is not the
surviving corporation, or
6
<PAGE>
upon a sale of substantially all of the property or more than 80% of the then
outstanding Shares of the Company to another corporation, the Company shall give
to each Eligible Director at the time of adoption of the plan for liquidation,
dissolution, merger or sale either (1) a reasonable time thereafter within which
to exercise the Option prior to the effective date of such liquidation or
dissolution, merger or sale, or (2) the right to exercise the Option as to an
equivalent number of Shares of stock of the corporation succeeding the Company
or acquiring its business by reason of such liquidation, dissolution, merger,
consolidation or reorganization.
ARTICLE X
AMENDMENT OR TERMINATION OF PLAN
10.1 AMENDMENTS. The Board may at any time amend or revise the terms of
the Plan, provided no such amendment or revision shall, unless appropriate
shareholder approval of such amendment or revision is obtained:
(a) increase the maximum number of Shares which may be sold
pursuant to Options granted under the Plan, except as permitted under the
provisions of Article IX;
(b) change the minimum Exercise Price set forth in Article VI;
(c) increase the maximum term of Options provided for in Article
VI; or
(d) permit the granting of Options to anyone other than as
provided in Article V.
10.2 TERMINATION. The Board at any time may suspend or terminate this
Plan. This Plan, unless sooner terminated, shall terminate on the tenth (10th)
anniversary of its adoption by the Board. Termination of the Plan shall not
affect Options previously granted thereunder. No Option may be granted under
this Plan while this Plan is suspended or after it is terminated.
10.3 CONSENT OF HOLDER. No amendment, suspension or termination of the
Plan shall, without the consent of the holder of Options, alter or impair any
rights or obligations under any Option theretofore granted under the Plan.
7
<PAGE>
ARTICLE XI
MISCELLANEOUS PROVISIONS
11.1 PRIVILEGE OF STOCK OWNERSHIP. No Eligible Director entitled to
exercise any Option granted under the Plan shall have any of the rights or
privileges of a shareholder of the Company with respect to any Shares issuable
upon exercise of an Option until certificates representing the Shares shall have
been issued and delivered.
11.2 PLAN EXPENSES. Any expenses incurred in the administration of the
Plan shall be borne by the Company.
11.3 USE OF PROCEEDS. Payments received from an Eligible Director upon
the exercise of Options shall be used for general corporate purposes of the
Company.
11.4 GOVERNING LAW. The Plan has been adopted under the laws of the
State of New York. The Plan and all Options which may be granted hereunder and
all matters related thereto, shall be governed by and construed and enforceable
in accordance with the laws of the State of New York as it then exists.
ARTICLE XII
SHAREHOLDER APPROVAL
This Plan is subject to approval, at a duly held shareholders' meeting
within 12 months after the date the Board approves this Plan, by the affirmative
vote of holders of a majority of the voting Shares of the Company represented in
person or by proxy and entitled to vote at the meeting. Options may be granted,
but not exercised, before such shareholder approval is obtained. If the
shareholders fail to approve the Plan within the required time period, any
Options granted under this Plan shall be void, and no additional Options may
thereafter be granted.
8
UNIFORCE TEMPORARY PERSONNEL, INC.
1335 Jericho Turnpike
New Hyde Park, New York 11040
April 3, 1995
To: Joseph A. Driscoll
c/o Uniforce Temporary Personnel, Inc.
1335 Jericho Turnpike
New Hyde Park, New York 11040
We are pleased to inform you that on December 13, 1994 you
were granted a stock option pursuant to the Directors' Stock Option Plan (the
"Plan") of Uniforce Temporary Personnel, Inc. (the "Company") to purchase 5,000
shares (the "Shares") of Common Stock, par value $.01 per share, of the Company,
at a price of $11.50 per Share.
This option may be exercised in whole or in part, at any time and from
time to time after June 23, 1995, but in no event earlier than the date, prior
to December 13, 1995, on which the Plan shall have been approved by the
affirmative vote of the holders of a majority of the voting shares of the
Company, and prior to December 13, 2004, at which date this option will, to the
extent not previously exercised, expire.
This option is issued in accordance with and is subject to and
conditioned upon all of the terms and conditions of the Plan (a copy of which in
its present form is attached hereto), as from time to time amended, provided,
however, that no future amendment or termination of the Plan shall, without your
consent, alter or impair any of your rights or obligations under this option.
Reference is made to the terms and conditions of the Plan, all of which are
incorporated by reference in this option agreement as if fully set forth herein.
Unless at the time of the exercise of this option a registration
statement under the Securities Act of 1933, as amended (the "Act"), is in effect
as to such Shares, any Shares purchased by you upon the exercise of this option
shall be acquired for investment and not for sale or distribution, and if the
Company so requests, upon any exercise of this option, in whole or in part, you
will execute and deliver to the Company a certificate to such effect. The
Company shall not be obligated to issue any Shares pursuant to this option if,
in the opinion of counsel to the Company, the Shares to be so issued are
required to be registered or otherwise qualified under the Act or under any
other applicable statute, regulation or ordinance affecting the sale of
securities, unless and until such Shares have been so registered or otherwise
qualified.
You understand and acknowledge that, under existing law, unless at the
time of the exercise of this option a registration
<PAGE>
statement under the Act is in effect as to such Shares (i) any Shares purchased
by you upon exercise of this option may be required to be held indefinitely
unless such Shares are subsequently registered under the Act or an exemption
from such registration is available; (ii) any sales of such Shares made in
reliance upon Rule 144 promulgated under the Act may be made only in accordance
with the terms and conditions of that Rule (which, under certain circumstances,
restrict the number of shares which may be sold and the manner in which shares
may be sold); (iii) in the case of securities to which Rule 144 is not
applicable, compliance with Regulation A promulgated under the Act or some other
disclosure exemption will be required; (iv) certificates for Shares to be issued
to you hereunder shall bear a legend to the effect that the Shares have not been
registered under the Act and that the Shares may not be sold, hypothecated or
otherwise transferred in the absence of an effective registration statement
under the Act relating thereto or an opinion of counsel satisfactory to the
Company that such registration is not required; (v) the Company will place an
appropriate "stop transfer" order with its transfer agent with respect to such
Shares; and (vi) the Company has undertaken no obligation to register the Shares
or to include the Shares in any registration statement which may be filed by it
subsequent to the issuance of the shares to you. In addition, you understand and
acknowledge that the Company has no obligation to you to furnish information
necessary to enable you to make sales under Rule 144.
This option (or installment thereof) is to be exercised by delivering
to the Company a written notice of exercise in the form attached hereto as
Exhibit A, specifying the number of Shares to be purchased, together with
payment of the purchase price of the Shares to be purchased. The purchase price
is to be paid in cash or, at the discretion of the Board by delivering shares of
the Company's stock already owned by you and having a fair market value on the
date of exercise equal to the exercise price of the option, or a combination of
such shares and cash, or otherwise in accordance with the Plan.
Would you kindly evidence your acceptance of this option and your
agreement to comply with the provisions hereof and of the Plan by executing this
letter under the words "Agreed To and Accepted."
Very truly yours,
UNIFORCE TEMPORARY PERSONNEL, INC.
By:---------------------------------------
John Fanning, Chairman of the Board,
President and Chief Executive Officer
AGREED TO AND ACCEPTED:
- -----------------------
Joseph A. Driscoll
-2-
<PAGE>
EXHIBIT A
Uniforce Temporary Personnel, Inc.
1335 Jericho Turnpike
New Hyde Park, New York 11040
Gentlemen:
Notice is hereby given of my election to purchase _____ shares of
Common Stock, $.01 par value (the "Shares"), of Uniforce Temporary Personnel,
Inc. (the "Company"), at a price of $11.50 per Share, pursuant to the provisions
of the stock option granted to me on December 13, 1994, under the Company's
Directors' Stock Option Plan. Enclosed in payment for the Shares is:
----
/___/ my check in the amount of $________.
----
*/___/ _________________ ___________ Shares having
a total value $________, such value being
based on the closing price(s) of the Shares
on the date hereof.
The following information is supplied for use in issuing and
registering the Shares purchased hereby:
Number of Certificates
and Denominations -----------------
Name -----------------
Address -----------------
-----------------
Social Security Number -----------------
Dated: _______________, ____
Very truly yours,
-----------------------------------
*Subject to the approval of the
Board of Directors
-3-
OLSHAN GRUNDMAN FROME & ROSENZWEIG
505 PARK AVENUE
NEW YORK, NEW YORK 10022
(212) 753-7200
April 5, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Uniforce Temporary Personnel, Inc.
REGISTRATION STATEMENT ON FORM S-8
----------------------------------
Gentlemen:
Reference is made to the Registration Statement on Form S-8 dated April
5, 1995 (the "Registration Statement"), filed with the Securities and Exchange
Commission by Uniforce Temporary Personnel, Inc., a New York corporation (the
"Company"). The Registration Statement relates to an aggregate of 300,000 shares
(the "Shares") of common stock, par value $.01 per share (the "Common Stock").
The Shares will be issued and sold by the Company in accordance with the
Company's 1991 Stock Option Plan (the "Plan") and its Directors' Stock Option
Plan (the "Directors' Plan").
We advise you that we have examined originals or copies certified or
otherwise identified to our satisfaction of the Certificate of Incorporation and
By-laws of the Company, minutes of meetings of the Board of Directors and
stockholders of the Company, the Plan, the Directors' Plan, a Prospectus
relating to the resale of Common Stock underlying options held by affiliates of
the Company (the "Prospectus"), and such other documents, instruments and
certificates of officers and representatives of the Company and public
officials, and we have made such examination of the law, as we have deemed
appropriate as the basis for the opinion hereinafter expressed. In making such
<PAGE>
OLSHAN GRUNDMAN FROME & ROSENZWEIG
Securities and Exchange Commission
April 5, 1995
Page -2-
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, and the conformity to original
documents of documents submitted to us as certified or photostatic copies.
Based upon the foregoing, we are of the opinion that the Shares, when
issued and paid for in accordance with the terms and conditions set forth in the
Plan and the Directors' Plan, will be duly and validly issued, fully paid and
non-assessable.
We consent to the reference to this firm under the caption "Legal
Opinion" in the Prospectus.
Very truly yours,
/S/ OLSHAN GRUNDMAN FROME & ROSENZWEIG
----------------------------------
OLSHAN GRUNDMAN FROME & ROSENZWEIG
KPMG Peat Marwick LLP
The Board of Directors
Uniforce Temporary Personnel, Inc.:
We consent to the use of our report incorporated by reference herein and to the
reference to our firm under the heading "Experts" in the prospectus. Our report
refers to a change in the method of accounting for income taxes.
/s/ KPMG Peat Marwick LLP
------------------------
KPMG PEAT MARWICK LLP
Jericho, New York
March 28, 1995
Member Firm of
Klynveld Peat Marwick Goerdeler
