FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
The Olsten Corporation
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(Exact name of registrant as specified in its charter)
Delaware 13-2610512
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(State of incorporation or organization) (I.R.S.Employer
Identification No.)
175 Broad Hollow Road, Melville, New York 11747
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
___________________ ______________________________
Common Stock, $.10 par value New York Stock Exchange
4 7/8% Convertible Subordinated New York Stock Exchange
Debentures due 2003
Warrants to Purchase Class B New York Stock Exchange
Common Stock
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
Item 1. Description of Registrant's Securities to be Registered.
A. Common Stock, $.10 par value
The capital stock of The Olsten Corporation ("Company" or
"Registrant") to be registered on the New York Stock Exchange, Inc.
("Exchange") is the Registrant's Common Stock with a par value of
$.10 per share. Holders of Common Stock are entitled to one vote
per share at all meetings of shareholders. Subject to the rights
of holders of Preferred Stock, if and when issued, holders of
Common Stock are entitled to receive dividends that may be declared
by the Company's Board of Directors from time to time, out of any
funds legally available therefor. No pre-emptive rights are
conferred upon the holders of Common Stock, and there are no
liquidation or conversion rights with respect thereto. Nor are
there any redemption or sinking fund provisions, and there is no
liability to further calls or to assessments by the Company.
Further description of the Company's Common Stock is set forth on
pages 13-16 of the Prospectus included as part of the Registration
Statement on Form S-3 (Registration No. 33-54463), filed by the
Company with the Securities and Exchange Commission on July 6,
1994, under the caption "Description of Capital Stock," and is
incorporated herein by reference.
B. 4 7/8 Convertible Subordinated Debentures due 2003
The description of the 4 7/8% Convertible Subordinated
Debentures due 2003 of the Company is set forth on pages 9-16 of
the Prospectus included as part of the Registration Statement on
Form S-3 (Registration No. 33-58762), as amended by Amendment No.
2, filed by the Company with the Securities and Exchange Commission
on March 15, 1993, under the caption "Description of Debentures,"
and is incorporated herein by reference. The principal amount of
such Debentures outstanding is $125,000,000.
C. Warrants to Purchase Class B Common Stock
The Warrants to purchase Class B Common Stock ("Warrants")
were originally issued by Lifetime Corporation ("Lifetime") in
registered form pursuant to the terms of a Warrant Agreement dated
November 4, 1986, as amended, between Lifetime and American Stock
Transfer and Trust Company, as warrant agent ("Warrant Agreement").
The Warrants were assumed by Company by virtue of the merger of
Lifetime into the Company on July 30, 1993.
Six Warrants are exercisable for 1.27 shares of Class B Common
Stock of the Company, par value $.10 per share ("Class B Common
Stock"), with payment of the exercise price of $27.00 in cash. The
Company is not required to issue fractions of shares of Class B
Common Stock upon the exercise of the Warrants. If any fraction of
a share of Class B Common Stock would be issuable upon exercise of
the Warrants, the Company will: (i) if the fraction of a share
otherwise issuable is equal to or less than one-half, round-down
and issue to the Warrant holder only the whole number of shares to
which the Warrant holder is entitled and make a cash payment, in
lieu of any fractional share, based upon the Market Price (as
defined in the Warrant Agreement), or (ii) if the fraction of a
share otherwise issuable is greater than one-half, round-up and
issue to the Warrant holder one additional share of the Company's
Class B Common Stock in addition to the largest whole number of
shares of Class B Common Stock to which the Warrant holder is
otherwise entitled.
The Warrants will be exercisable until October 31, 1996,
unless the Company, in its discretion, permits exercise at a later
date.
The total number of Warrants outstanding is 4,530,000.
The exercise price of the Warrants must be adjusted, pursuant
to Section 9 of the Warrant Agreement, in the event of the issuance
of stock of the Company as a dividend or distribution on its common
stock; subdivisions and combinations of the common stock; the
distribution to holders of common stock of assets as a dividend in
liquidation or partial liquidation; the issuance of Additional
Stock (as defined in the Warrant Agreement) without consideration
or for consideration below Market Price (as defined in the Warrant
Agreement). No adjustment in the exercise price will be required
unless such adjustment would require a change of at least the
Threshold Amount (as defined in the Warrant Agreement); provided,
however, that any adjustment that would otherwise be required to be
made shall be carried forward and taken into account in any
subsequent adjustment.
Item 2. Exhibits.
A. Common Stock $.10, par value
1. All exhibits required by Instruction II to Item 2 will be
supplied to the New York Stock Exchange.
B. 4 7/8 Convertible Subordinated Debentures due 2003
1. All exhibits required by Instruction II to Item 2 will be
supplied to the New York Stock Exchange.
C. Warrants to Purchase Class B Common Stock
1. All exhibits required by Instruction II to Item 2 will be
supplied to the New York Stock Exchange.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
THE OLSTEN CORPORATION
(Registrant)
By: /s/ Laurin L. Laderoute, Jr.
_____________________________
Laurin L. Laderoute, Jr.
Vice President
Date: December 5, 1994
