As filed with the Securities and Exchange Commission on June 11, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNIFORCE SERVICES, INC.
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(Exact name of registrant as specified in its charter)
New York
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(State or other jurisdiction of incorporation or organization)
13-1996648
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(I.R.S. employer identification no.)
415 Crossways Park Drive, Woodbury, NY 11797
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(Address of principal executive offices) (Zip Code)
Stock Option Grants by Uniforce Services, Inc. to
Harry V. Maccarrone and Rosemary Maniscalco (the "Executive Options")
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(Full title of the plan)
John Fanning
Uniforce Services, Inc.
415 Crossways Park Drive
Woodbury, New York 11797
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(Name and address of agent for service)
(516) 437-3300
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(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=======================================================================================================
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
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Common stock, par
<S> <C> <C> <C> <C>
value $.01 per 92,535 shares $ 11.25 (2) $ 1,041,018.75 $315.46
share (the (1)(2)
"Common Stock"),
issuable upon
exercise of the
Executive Options
=======================================================================================================
</TABLE>
(1) Pursuant to Rule 416, an indeterminate number of shares of Common Stock
that may become issuable pursuant to antidilution provisions of the
Executive Options are also being registered.
(2) Consists of 92,535 shares with respect to which the Executive Options
have been granted at an exercise price of $11.25 per share.
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED JUNE 11, 1997
PROSPECTUS
92,535 COMMON SHARES
UNIFORCE SERVICES, INC.
Common Stock (par value $.01 per share)
This Prospectus relates to the reoffer and resale by certain selling
shareholders (the "Selling Shareholders"), each of whom may be deemed to be an
"affiliate" of the Company as defined in Rule 405 of the Securities Act of 1933,
as amended (the "Securities Act"), of shares (the "Shares") constituting a
portion of the common stock, par value $.01 per share (the "Common Stock"), of
Uniforce Services, Inc. (the "Company") issued by the Company to the Selling
Shareholders upon the exercise of the Executive Options granted pursuant to
Stock Option Agreements, dated February 21, 1996, by and between the Company and
each of Harry V. Maccarrone and Rosemary Maniscalco (the "Executive Option
Agreements").
The offer and sale of the Shares to the 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 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
the 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 is traded on the Nasdaq National Market ("Nasdaq")
under the symbol "UNFR." On June 9, 1997, the last sale price for the Common
Stock, as reported on Nasdaq, was $18.25.
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 , 1997.
<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............................................... 5
LEGAL MATTERS...................................................... 5
EXPERTS............................................................ 5
ADDITIONAL INFORMATION............................................. 5
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<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December
31, 1996 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 Services, Inc. at 415 Crossways Park Drive, Woodbury,
New York 11797, 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.
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<PAGE>
GENERAL INFORMATION
The Company is a niche supplemental staffing company focused
in the areas of Information Services, technology, office automation, medical
office support and light industrial. It provides supplemental staffing services
to businesses, educational institutions, professional and service organizations,
healthcare facilities, federal, state and local governmental agencies and others
in the United States. In addition, the Company supplies payroll, billing and/or
financial support services to independently owned and operated supplemental
staffing firms, provides supplemental laboratory staffing support to the
scientific community and provides confidential consulting and payrolling
services, permitting clients to utilize former 1099 independent contractors and
consultants.
The Company assists clients in meeting peak workloads,
handling special projects, overcoming personnel shortages and solving staffing
emergencies by supplying them with a supplemental work force. Supplemental
staffing assignments range in duration from days and weeks to many months.
Planned use of supplemental staffing affords economies and flexibility to
clients by permitting the hiring of only such permanent employees as are
required for the basic day-to-day workload. As clients pay only for actual hours
worked by supplemental staff, the cost of such personnel is directly related to
production and work flow. Use of services provided by the Company on a routine
basis also eliminates or reduces clients' recordkeeping, payroll tax, insurance,
benefits, hiring, training and turnover costs.
The Company's principal executive offices are located at 415 Crossways
Park Drive, Woodbury, New York 11797. 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 upon exercise of options granted to them pursuant to the Executive
Option Agreements and will be sold for the account of the 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.
SELLING SHAREHOLDERS
This Prospectus relates to the reoffer and resale of Shares issued or
that may be issued to the Selling Shareholders under the Executive Option
Agreements.
The following table sets forth (i) the number of shares of Common Stock
owned by each Selling Shareholder at April 23, 1997, (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 April 23, 1997 Resale Offering
- ---------------------------------------- ------------------------ ----------------- ------------------------
<S> <C> <C> <C>
Harry V. Maccarrone(1)..................... 42,752(3) 23,134(5) 31,184/1.0
Rosemary Maniscalco(2)..................... 72,451(4) 69,401(6) 37,749/1.2
</TABLE>
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<PAGE>
(1) Mr. Maccarrone has been Vice President - Finance, Treasurer and Chief
Financial Officer of the Company since May 1989, and a Director of the
Company since 1989.
(2) Ms. Maniscalco has been Executive Vice President of the Company since
May 1984, Chief Operating Officer since June 1992 and a Director of the
Company since 1983.
(3) Includes 41,693 shares of Common Stock deemed to be beneficially owned
by Mr. Maccarrone by reason of his right to acquire such shares within
60 days after April 23, 1997.
(4) Includes 72,451 shares of Common Stock deemed to be beneficially owned
by Ms. Maniscalco by reason of her right to acquire such shares within
60 days after April 23, 1997.
(5) Consists of shares of Common Stock underlying the Executive Options
which may be exercised in whole or in part, at any time and from time
to time prior to February 19, 2006 (on which date the Executive Options
will, to the extent not previously exercised, expire), as follows: (a)
as to 5,784 shares of Common Stock on or after December 11, 1996; (b)
as to 5,784 shares of Common Stock, on or after January 1, 1997; (c) as
to 5,783 shares of Common Stock, on or after January 1, 1998; and (d)
as to the remaining 5,783 shares of Common Stock, on or after January
1, 1999.
(6) Consists of shares of Common Stock underlying the Executive Options
which may be exercised in whole or in part, at any time and from time
to time prior to February 19, 2006 (on which date the Executive Options
will, to the extent not previously exercised, expire), as follows: (i)
the incentive stock option to purchase 35,552 shares of Common Stock:
(a) as to 8,888 shares of Common Stock on or after December 11, 1996;
(b) as to 8,888 shares of Common Stock, on or after January 1, 1997;
(c) as to 8,888 shares of Common Stock, on or after January 1, 1998;
and (d) as to the remaining 8,888 shares of Common Stock, on or after
January 1, 1999; and (ii) the non-qualified stock option to purchase
33,849 shares of Common Stock: (a) as to 8,463 shares of Common Stock
on or after December 11, 1996; (b) as to 8,463 shares of Common Stock,
on or after January 1, 1997; (c) as to 8,462 shares of Common Stock, on
or after January 1, 1998; and (d) as to the remaining 8,462 shares of
Common Stock, on or after January 1, 1999.
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 LLP, 505 Park Avenue, New York, New York 10022.
EXPERTS
The consolidated financial statements of Uniforce Services, Inc. and
its subsidiaries as of December 31, 1996 and 1995 and for each of the years in
the three-year period ended December 31, 1996 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.
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.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents Reference
The following documents filed by Uniforce Services, 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, 1996.
2. The description of the Company's Common Stock, par value
$.01 per share, 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.
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<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-2
<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-3
<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
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<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
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<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 $3,000,000 directors and officers
liability insurance policy.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit Index
Exhibit
4(a) Option Agreement dated February 21, 1996, by and between the
Company and Rosemary Maniscalco.
II-6
<PAGE>
4(b) Option Agreement dated February 21, 1996, by and between
the Company and Harry Maccarrone.
5 Opinion of Olshan Grundman Frome & Rosenzweig LLP with respect
to the securities registered hereunder.
23(a) Consent of KPMG Peat Marwick LLP
23(b) Consent of Olshan Grundman Frome & Rosenzweig LLP (included
within Exhibit 5)
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 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-7
<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 11th day
of June, 1997.
UNIFORCE SERVICES, 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Chairman of the Board,
/s/ John C. Fanning President and Chief
- -------------------------------- Executive Officer June 11, 1997
(John C. Fanning)
Executive Vice President,
/s/ Rosemary Maniscalco Chief Operating Officer
- ------------------------------- and Director June 11, 1997
(Rosemary Maniscalco)
Vice President-Finance,
Treasurer, Principal
Financial and Chief
/s/ Harry V. Maccarrone Accounting Officer
- ------------------------------ and Director June 11, 1997
(Harry V. Maccarrone)
/s/ John H. Brinckerhoff III
- ------------------------------ Director June 11, 1997
(John H. Brinckerhoff III)
/s/ Gordon Robinett
- ------------------------------- Director June 11, 1997
(Gordon Robinett)
/s/ Joseph A. Driscoll
- --------------------------- Director June 11, 1997
(Joseph A. Driscoll)
</TABLE>
II-8
<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 June 11, 1997.
UNIFORCE SERVICES, INC.
Stock Option Grants by the Company to
Harry V. Maccarrone and Rosemary Maniscalco
-------------------------------------------
(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/ Joseph A. Driscoll
------------------------------------
Joseph A. Driscoll
Member of Stock Option
Committee
II-9
Uniforce Services, Inc.
1335 Jericho Turnpike
New Hyde Park, New York 11040
February 21, 1996
To: Ms. Rosemary Maniscalco
Uniforce Services, Inc.
1335 Jericho Turnpike
New Hyde Park, New York 11040
1. We are pleased to inform you that on February 20, 1996, the
Stock Option Committee of the Board of Directors (the "Board") of Uniforce
Services, Inc. (the "Company") granted you, subject to approval thereof by the
shareholders of the Company ("Shareholder Approval"), (i) an incentive stock
option (the "ISO") to purchase 35,552 shares of the Company's common stock, par
value $.01 per share (the "Common Stock"), at a price of $11.25 per share and
(ii) a non-qualified option (the "NQO" and together with the ISO, the "Options")
to purchase 33,849 shares of Common Stock, at a price of $11.25 per share. The
shares of Common Stock to be issued upon exercise of the Options are referred to
hereinafter as the "Shares."
2. The Options may not be exercised until six months after
Shareholder Approval. Thereafter, but prior to February 19, 2006 (on which date
the Options will, to the extent not previously exercised, expire), the Options
may be exercised in whole or in part, at any time and from time to time, as
follows: (i) the ISO: (a) as to 8,888 shares of Common Stock on or after the
date that is six months after Shareholder Approval is obtained; (b) as to 8,888
shares of Common Stock, on or after January 1, 1997; (c) as to 8,888 shares of
Common Stock, on or after January 1, 1998; and (d) as to the remaining 8,888
shares of Common Stock, on or after January 1, 1999; and (ii) the NQO: (a) as to
8,463 shares of Common Stock on or after the date that is six months after
Shareholder Approval is obtained; (b) as to 8,462 shares of Common Stock, on or
after January 1, 1997; (c) as to 8,462 shares of Common Stock, on or after
January 1, 1998; and (d) as to the remaining 8,462 shares of Common Stock, on or
after January 1, 1999.
3. Upon the occurrence of your death or a Change of Control
(as hereinafter defined) of the Company, the Options (to the extent not
previously exercised) shall be immediately exercisable. For the purposes of this
Agreement, a "Change of Control" means (i) the direct or indirect sale, exchange
or other transfer of all or substantially all of the assets of the Company to
any person or entity or group of persons or entities acting in concert as a
partnership or other group (a "Group of Persons"), (ii) the merger,
<PAGE>
consolidation or other business combination of the Company with or into another
company, with the effect that, immediately following such merger, consolidation
or other business combination, the shareholders of the Company prior to such
merger, consolidation or other business combination hold less than 50% of the
combined voting power of the then outstanding securities of the surviving
company of such merger, consolidation or other business combination ordinarily
(and apart from rights accruing under special circumstances) having the right to
vote in the election of directors, (iii) the replacement of a majority of the
Company's Board of Directors (the "Board") in any given year as compared to the
directors who constituted the Board at the beginning of such year, and such
replacement shall not have been approved by the Board as constituted at the
beginning of such year, (iv) a person or entity or Group of Persons excluding
John Fanning, as a result of a tender or exchange offer or open market or
privately negotiated purchases, which offer or purchases shall not have been
approved by the Board as constituted prior to the commencement by such person or
entity or Group of Persons of such offer or purchase or within 10 days after
such commencement, shall have become the beneficial owner (within the meaning of
Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of securities
of the Company representing more than 50% of the combined voting power of the
then outstanding securities of the Company ordinarily (and apart from rights
accruing under special circumstances) having the right to vote in the election
of directors.
4. You must purchase a minimum of 50 Shares each time you
choose to purchase Shares, except to purchase the remaining Shares available to
you.
5. The Options are not transferable otherwise than by will or
by the applicable laws of descent and distribution and may be exercised, during
your lifetime, only by you; provided, however, that the Options may be
transferred pursuant to a qualified domestic relations order (as defined in the
Internal Revenue Code of 1986 or Title I of the Employee Retirement Income
Security Act, or the rules promulgated thereunder).
6. In the event of your death, the Options may be exercised by
your personal representative or representatives, or by the person or persons to
whom your rights under the Options shall pass by will or by the applicable laws
of descent and distribution, at any time prior to the earlier of the first
anniversary of the date of your death or the expiration of the Options.
7. If you shall voluntarily retire or quit your employment
without the written consent of the Company or a subsidiary of the Company (a
"Subsidiary"), or if the Company or a Subsidiary shall terminate your employment
for cause, the Options shall forthwith terminate. If you shall voluntarily
retire or quit your employment with the written consent of the Company or a
Subsidiary or if your employment shall have been terminated by the Company or a
Subsidiary for reasons other than cause, you may (unless the Options shall have
previously expired pursuant to the provisions hereof) exercise the Options at
any time prior to the earlier of three months after termination of employment or
the expiration of the Options, to the extent of the number of Shares subject to
the Options which were purchasable by you on the date of termination of your
employment. The Options shall not be affected by any change of employment so
long as you continue to be an employee of the Company or a Subsidiary.
8. In the event of any change in the outstanding Common Stock
by reason of stock dividend, recapitalization, merger, consolidation, split-up,
subdivision, combination or exchange of shares, or the like, the aggregate
number and kind of shares subject to the Options and the exercise price thereof
shall be proportionately adjusted by the Board, whose determination shall be
conclusive.
-2-
<PAGE>
9. The Company may establish, from time to time, appropriate
procedures to provide for payment or withholding of such income or other taxes
as may be required by law to be paid or withheld in connection with the exercise
of the Options. The Company may also establish, from time to time, appropriate
procedures to ensure that the Company receives prompt advice concerning the
occurrence of any event that may create, or affect the timing or amount of, any
obligation to pay or withhold any such taxes or which may make available to the
Company any tax deduction resulting from the occurrence of such event, and you
will comply with all such procedures so established.
10. Unless at the time of the exercise of the Options 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
the Options shall be acquired for investment and not for sale or distribution,
and if the Company so requests, upon any exercise of the Options, 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 the Options,
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.
11. You understand and acknowledge that, under existing law,
unless at the time of the exercise of the Options, a registration statement
under the Act is in effect as to Shares so issuable (i) any Shares purchased by
you upon exercise of the Options 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.
12. The Options (or any 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 Stock Option
Committee, by delivering shares of Common Stock already owned by you and having
a fair market value on the date of exercise equal to the exercise price of the
Options, or a combination of such shares and cash, or by any other proper method
approved by the Stock Option Committee.
13. The Options shall become effective if and only if it has
received Shareholder Approval. Absent such approval, the Options and this
Agreement shall be null and void as if the Options had never been granted and
this Agreement had never been executed.
-3-
<PAGE>
Would you kindly evidence your acceptance of the Options and
your agreement to comply with the provisions hereof by executing this letter
under the words "Agreed To and Accepted."
Very truly yours,
UNIFORCE SERVICES, INC.
By:/s/ John Fanning
----------------------------------------------
John Fanning, Chairman of the Board, President
and Chief Executive Officer
AGREED TO AND ACCEPTED:
/s/ Rosemary Maniscalco
- -----------------------
Rosemary Maniscalco
-4-
<PAGE>
Exhibit A
Uniforce Services, 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 Services, Inc., at a
price of $11.25 per Share, pursuant to the provisions of the
(incentive/non-qualified) stock option granted to me on February 20, 1996.
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
Stock Option Committee
Uniforce Services, Inc.
1335 Jericho Turnpike
New Hyde Park, New York 11040
February 21, 1996
To: Mr. Harry V. Maccarrone
Uniforce Services, Inc.
1335 Jericho Turnpike
New Hyde Park, New York 11040
1. We are pleased to inform you that on February 20, 1996, the
Stock Option Committee of the Board of Directors (the "Board") of Uniforce
Services, Inc. (the "Company") granted you, subject to approval thereof by the
shareholders of the Company ("Shareholder Approval"), an incentive stock option
(the "Option") to purchase 23,134 shares of the Company's common stock, par
value $.01 per share (the "Common Stock"), at a price of $11.25 per share. The
shares of Common Stock to be issued upon exercise of the Option are referred to
hereinafter as the "Shares."
2. The Option may not be exercised until six months after
Shareholder Approval. Thereafter, but prior to February 19, 2006 (on which date
the Option will, to the extent not previously exercised, expire), the Option may
be exercised in whole or in part, at any time and from time to time, as follows:
(a) as to 5,784 shares of Common Stock on or after the date that is six months
after Shareholder Approval is obtained; (b) as to 5,784 shares of Common Stock,
on or after January 1, 1997; (c) as to 5,783 shares of Common Stock, on or after
January 1, 1998; and (d) as to the remaining 5,783 shares of Common Stock, on or
after January 1, 1999.
3. Upon the occurrence of your death or a Change of Control
(as hereinafter defined) of the Company, the Option (to the extent not
previously exercised) shall be immediately exercisable. For the purposes of this
Agreement, a "Change of Control" means (i) the direct or indirect sale, exchange
or other transfer of all or substantially all of the assets of the Company to
any person or entity or group of persons or entities acting in concert as a
partnership or other group (a "Group of Persons"), (ii) the merger,
consolidation or other business combination of the Company with or into another
company, with the effect that, immediately following such merger, consolidation
or other business combination, the shareholders of the Company prior to such
merger, consolidation or other business combination hold less than 50% of the
combined voting power of the then outstanding securities of the surviving
company of such merger, consolidation or other business combination ordinarily
(and apart from rights accruing under special circumstances) having the right to
vote in the election of directors, (iii) the replacement of a majority of
<PAGE>
the Company's Board of Directors (the "Board") in any given year as compared to
the directors who constituted the Board at the beginning of such year, and such
replacement shall not have been approved by the Board as constituted at the
beginning of such year, (iv) a person or entity or Group of Persons excluding
John Fanning, as a result of a tender or exchange offer or open market or
privately negotiated purchases, which offer or purchases shall not have been
approved by the Board as constituted prior to the commencement by such person or
entity or Group of Persons of such offer or purchase or within 10 days after
such commencement, shall have become the beneficial owner (within the meaning of
Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of securities
of the Company representing more than 50% of the combined voting power of the
then outstanding securities of the Company ordinarily (and apart from rights
accruing under special circumstances) having the right to vote in the election
of directors.
4. You must purchase a minimum of 50 Shares each time you
choose to purchase Shares, except to purchase the remaining Shares available to
you.
5. The Option is not transferable otherwise than by will or by
the applicable laws of descent and distribution and may be exercised, during
your lifetime, only by you; provided, however, that the Option may be
transferred pursuant to a qualified domestic relations order (as defined in the
Internal Revenue Code of 1986 or Title I of the Employee Retirement Income
Security Act, or the rules promulgated thereunder).
6. In the event of your death, the Option may be exercised by
your personal representative or representatives, or by the person or persons to
whom your rights under the Option shall pass by will or by the applicable laws
of descent and distribution, at any time prior to the earlier of the first
anniversary of the date of your death or the expiration of the Option.
7. If you shall voluntarily retire or quit your employment
without the written consent of the Company or a subsidiary of the Company (a
"Subsidiary"), or if the Company or a Subsidiary shall terminate your employment
for cause, the Option shall forthwith terminate. If you shall voluntarily retire
or quit your employment with the written consent of the Company or a Subsidiary
or if your employment shall have been terminated by the Company or a Subsidiary
for reasons other than cause, you may (unless the Option shall have previously
expired pursuant to the provisions hereof) exercise the Option at any time prior
to the earlier of three months after termination of employment or the expiration
of the Option, to the extent of the number of Shares subject to the Option which
were purchasable by you on the date of termination of your employment. The
Option shall not be affected by any change of employment so long as you continue
to be an employee of the Company or a Subsidiary.
8. In the event of any change in the outstanding Common Stock
by reason of stock dividend, recapitalization, merger, consolidation, split-up,
subdivision, combination or exchange of shares, or the like, the aggregate
number and kind of shares subject to the Option and the exercise price thereof
shall be proportionately adjusted by the Board, whose determination shall be
conclusive.
9. The Company may establish, from time to time, appropriate
procedures to provide for payment or withholding of such income or other taxes
as may be required by law to be paid or withheld in connection with the exercise
of the Option. The Company may also establish, from time to time, appropriate
procedures to ensure that the Company receives prompt advice concerning the
occurrence of any event that may create, or affect the timing or amount of, any
obligation to pay or withhold any such taxes or which may make available to the
Company any tax deduction resulting from the occurrence of such event, and you
will comply with all such procedures so established.
-2-
<PAGE>
10. Unless at the time of the exercise of the 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
the Option shall be acquired for investment and not for sale or distribution,
and if the Company so requests, upon any exercise of the 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 the Option,
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.
11. You understand and acknowledge that, under existing law,
unless at the time of the exercise of the Option, a registration statement under
the Act is in effect as to Shares so issuable (i) any Shares purchased by you
upon exercise of the 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.
12. The Option (or any 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 Stock Option Committee,
by delivering shares of Common 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 by any other proper method approved
by the Stock Option Committee.
13. The Option shall become effective if and only if it has
received Shareholder Approval. Absent such approval, the Option and this
Agreement shall be null and void as if the Option had never been granted and
this Agreement had never been executed.
-3-
<PAGE>
Would you kindly evidence your acceptance of the Option and
your agreement to comply with the provisions hereof by executing this letter
under the words "Agreed To and Accepted."
Very truly yours,
UNIFORCE SERVICES, INC.
By: /s/ John Fanning
----------------------------------------
John Fanning, Chairman of the Board, President
and Chief Executive Officer
AGREED TO AND ACCEPTED:
/s/ Harry V. Maccarrone
- -----------------------
Harry V. Maccarrone
-4-
<PAGE>
Exhibit A
Uniforce Services, 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 Services, Inc., at a
price of $11.25 per Share, pursuant to the provisions of the incentive stock
option granted to me on February 20, 1996. 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
Stock Option Committee
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
June 11, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Uniforce Services, Inc.
Registration Statement on Form S-8
----------------------------------
Gentlemen:
Reference is made to the Registration Statement on Form S-8
dated June 11, 1997 (the "Registration Statement"), filed with the Securities
and Exchange Commission by Uniforce Services, Inc., a New York corporation (the
"Company"). The Registration Statement relates to an aggregate of 92,535 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 stock
option agreements by and between the Company and Harry Maccarrone and Rosemary
Maniscalco (the "Executive Option Agreements").
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 Executive Option Agreements, the
Prospectus forming a part of the Registration Statement relating to the resale
of the Shares (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>
Securities and Exchange Commission
June 11, 1997
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 Executive Option Agreements, will be duly and validly issued, fully
paid and non-assessable.
We consent to the reference to this firm under the caption
"Legal Matters" in the Prospectus.
Very truly yours,
/s/ OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
------------------------------------------
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
The Board of Directors
Uniforce Services, Inc.:
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated March 7, 1997, relating to the consolidated balance
sheets of Uniforce Services, Inc. and subsidiaries as of December 31, 1996 and
1995 and the related consolidated statements of earnings, stockholders' equity
and cash flows for each of the years in the three-year period ended December 31,
1996 which report appears in the December 31, 1996 annual report on Form 10-K of
Uniforce Services, Inc., and to the reference to our firm under the caption
"Experts" in this Registration Statement.
/s/ KPMG PEAT MARWICK LLP
-------------------------
KPMG PEAT MARWICK LLP
Jericho, New York
June 11, 1997
