DRAFT
As filed with the Securities and Exchange Commission on November 15, 1995.
Registration No. 33-___
================================================================================
Securities and Exchange Commission
Washington, D.C. 20549
-----------------------------
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
OLSTEN CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
13-2610512
(I.R.S. Employer
Identification Number)
-----------------------------
175 Broad Hollow Road
Melville, New York 11747
(516) 844-7800
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
William P. Costantini, Esq.
Senior Vice President and General Counsel
175 Broad Hollow Road
Melville, New York 11747
(516) 844-7250
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-----------------------------
Copies to:
Marjorie Sybul Adams, Esq.
Gordon Altman Butowsky
Weitzen Shalov & Wein
114 West 47th Street
New York, New York 10036
(212) 626-0861
--------------------------
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
-----------------------------
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box.|_|
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration for the same offering.|_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.|_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.|_|
--------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==================================================================================================================================
<S> <C> <C> <C> <C>
Title of Each Class of Amount to be Proposed Maximum Proposed Maximum
Securities to be Registered Registered Offering Price Per Unit (1) Aggregate Offering Price (1) Amount of Registration Fee
==================================================================================================================================
Common Stock, $.10 par value 847,015 $39.3125 $33,298,277 $6,659.66
==================================================================================================================================
(1) Pursuant to Rule 457(c) of the Securities Act of 1933, as amended, these
amounts are used solely for the purpose of calculating the registration
fee. Such amounts are based on the average of the high and low per share
prices for the Registrant's Common Stock on the New York Stock Exchange on
November 13, 1995 (i.e., $39.3125).
</TABLE>
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until this Registration Statement shall
become effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
================================================================================
<PAGE>
OLSTEN CORPORATION
----------------------
847,015 Shares of Common Stock - Par Value $.10 per share
----------------------
This prospectus relates to the distribution of up to 847,015 shares (the
"Subject Shares") of Common Stock, par value $.10 (the "Common Stock"), of
Olsten Corporation, a Delaware corporation (the "Company") which may be offered
and sold from time to time by, and for the account of, certain stockholders of
the Company named herein (the "Selling Stockholders"). Of the Subject Shares (i)
822,514 shares are shares of Common Stock issuable upon the conversion of shares
of the Company's Class B Common Stock, par value $.10 per share ("Class B
Stock"), issued to the Selling Stockholders in exchange for (a) shares of Common
Stock, par value $.01 per share ("IMI Common Stock"), (b) shares of Preferred
Stock, par value $.01 per share ("IMI Preferred Stock") and (c) shares of Class
B Preferred Stock, par value $.01 per share ("IMI Class B Preferred Stock"), of
IMI Systems, Inc. ("IMI") in the merger of IMI with a subsidiary of the Company
(the "Merger") and (ii) 24,501 shares are shares of Common Stock issuable upon
conversion of Class B Stock issued to two of the Selling Stockholders in
exchange for warrants previously exercisable for shares of IMI Common Stock. See
"Selling Stockholders." The Company will not receive any proceeds from the sale
of the Subject Shares.
The Company's Common Stock (including the Subject Shares) is listed on the
New York Stock Exchange (the "NYSE") under the symbol "OLS." On November 14,
1995 the last reported sale price of the Company's Common Stock on the
NYSE was $ 39.625 per share.
The Subject Shares are considered "restricted securities" under the
Securities Act of 1933, as amended (the "Securities Act"). This Prospectus has
been prepared for the purpose of registering the Subject Shares under the
Securities Act to allow future sales by the Selling Stockholders to the public
without restriction.
The Subject Shares are offered subject to prior sale, when, as and if
delivered by the Selling Stockholders.
The terms of the distribution covered by this Prospectus will be fixed at
the time of sale. See "Plan of Distribution."
----------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES 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 November 15, 1995.
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<PAGE>
================================================================================
Underwriting Proceeds to
Price Discounts and Selling
to Commissions Stockholders
Public (1) (2)(3) (1)(4)
- -------------------------------------------------------------------------------
Per Share. . . $ 39.3125 $ 1.18 $ 38.1325
Total. . . . . $ 33,298,277 $ 998,948 $ 32,299,329
================================================================================
(1) These amounts are estimated pursuant to Rule 457 of the Securities Act.
Such amounts are based upon the average of the high and low per share
prices for the Company's Common Stock on the NYSE on November 13, 1995.
(i.e., $ 39.3125).
(2) Estimated based upon an approximate three percent (3%) average
commission charged for market sales. Commissions will vary depending
upon the size of the transaction and the brokers or dealers effecting
the sales.
(3) Commissions may also be payable by purchasers of the Subject Shares to
their brokers or others from whom they purchase the Subject Shares.
(4) The Company will receive none of the proceeds realized from the Subject
Shares sold hereunder by the Selling Stockholders. All expenses
incident to the registration of the Subject Shares under the Securities
Act are being borne by the Company. Such expenses are estimated to be
approximately $ 27,159.66. Commissions or discounts paid by the Selling
Stockholders in connection with the sale of the Subject Shares will be
determined through negotiations between each Selling Stockholder and the
brokers or dealers to or through which the Subject Shares are to be sold
and may vary depending upon, among other things, the size of the
transaction and the brokers or dealers effecting the sales.
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<PAGE>
No person has been authorized to give any information or to make any
representations other than those contained in, or incorporated by reference
into, this Prospectus, and, if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or any one or more of the Selling Stockholders. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any securities
offered hereby in any jurisdiction to any person to whom it is unlawful to make
such offer or solicitation in such jurisdiction. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create an
implication that there has been no change in the affairs of the Company since
any of the dates specifically mentioned herein or the date hereof or that the
information herein is correct as of any time subsequent to its date.
--------------------
The Subject Shares offered hereby have not been registered for sale under
the securities laws of any state or other jurisdiction of the United States nor
has the securities commission of any such state or other jurisdiction passed
upon the adequacy or accuracy of this Prospectus. Brokers or dealers effecting
transactions in the Subject Shares should confirm the registration of the
Subject Shares under the securities laws of the state or other jurisdiction of
the United States in which such transactions occur or the existence of any
exemption from such registration, or should cause such registration in
connection with any offer or sale of the Subject Shares.
-4-
<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 periodic reports and other information with the Securities and
Exchange Commission (the "Commission"). Such reports and other information can
be inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington,
D.C. 20549, and at the following regional offices of the Commission:
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and 7 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 Room 1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington,
D.C. 20549, at prescribed rates. The Company's Common Stock is listed on the
NYSE. Reports and other information concerning the Company can also be inspected
and copied at the offices of the NYSE, 20 Broad Street, New York, New York
10005.
The Company has filed with the Commission a registration statement under
the Securities Act on Form S-3 (together with any amendments thereto, the
"Registration Statement") with respect to the Subject Shares. This Prospectus,
which constitutes a part of the Registration Statement, does not contain all of
the information included in the Registration Statement and the exhibits and
schedules thereto. For further information pertaining to the Company and the
Subject Shares, reference is hereby made to the Registration Statement,
including the exhibits and schedules filed as a part thereof and otherwise
incorporated therein. Statements made in this Prospectus as to the contents of
any contract, agreement or other document are not necessarily complete; with
respect to each such contract, agreement or other document filed as an exhibit
to the Registration Statement, reference is made to such exhibit for a more
complete description of the matter involved, and each such statement shall be
deemed qualified in its entirety by such reference. Copies of the Registration
Statement and the exhibits thereto may be inspected, without charge, at the
offices of the Commission or obtained at prescribed rates from the Public
Reference Section of the Commission at the address set forth above.
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<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission pursuant to
the Exchange Act are incorporated by reference in this Prospectus and made a
part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended January 1, 1995, as amended;
(b) All other reports filed by the Company with the Commission
pursuant to Sections 13(a) or 15(d) of the Exchange Act
since the end of the fiscal year covered by the Annual
Report referred to above; and
(c) The description of the Company's Class B Stock and Common
Stock contained in the Company's Registration Statement on
Form 8-A dated December 5, 1994 (which incorporates by
reference the section entitled "Description of Capital
Stock" contained in the Company's Registration Statement
on Form S-3 filed on July 6, 1994).
All reports and other documents hereafter filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall
hereby be deemed to be incorporated in and to be a part of this Prospectus by
reference from the date of filing of such documents. Any statement contained
herein or in a document or information report incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for all purposes to the extent that a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as modified or superseded, to
constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of any such
person, a copy of any or all of the documents that have been or may be
incorporated by reference into this Prospectus, other than exhibits to such
documents (unless such exhibits are specifically incorporated by reference in
such documents). Requests for such copies should be directed to Olsten
Corporation, 175 Broad Hollow Road, Melville, New York 11747, Attention: Laurin
L. Laderoute, Jr., Vice President and Secretary, (516) 844-7260.
-6-
<PAGE>
THE COMPANY
The Company is a leading provider of assignment employees for business,
industry and government; services for the design, development and maintenance of
information systems; caregivers for home health care and institutions; and
management services for hospital-based home health agencies. These services are
provided through approximately 1,200 owned, licensed and franchised offices in
fifty states, the District of Columbia, Puerto Rico, Canada, Great Britain,
Norway, Denmark, Argentina and Mexico.
The Company's principal executive offices are at 175 Broad Hollow Road,
Melville, New York 11747 and its telephone number is (516) 844-7800. As used in
this Prospectus, except when the context otherwise requires, the "Company" means
Olsten Corporation and its consolidated subsidiaries.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Subject
Shares.
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<PAGE>
SELLING STOCKHOLDERS
The following table sets forth certain information, as of November 15,
1995, with respect to the Selling Stockholders:
Common Stock
Percent of Class
Beneficially
Owned After
Offering If One
Beneficial Own- Maximum Beneficial Own- Percent or More
ership Before Offered ership After of the
Name Offering(1)(2) Hereby(2)(3) Offering (1)(4) Class (1)(4)
- ---- ---------------- ------------ --------------- ------------
Banc Boston 22,249 22,249 0 --
Capital, Inc.
John P. Berdolt 6,675 6,675 0 --
Irving 6,007 6,007 0 --
Chernofsky
Julie A. Daniels 3,337 3,337 0 --
Werner A 1,201 1,201 0 --
Diekmann
Vincent 6,675 6,675 0 --
DeSimone(5)
Corrie J 2,670 2,670 0 --
Duffy(6)
Teobaldo L 1,335 1,335 0 --
Fernandez
Jacquline 1,513 1,513 0 --
Forman, as
custodian for
Kara Forman
Jacquline 1,513 1,513 0 --
Forman, as
custodian for
Robert Forman
III
Robert S 365,135 365,135 0 --
Forman(7)
Robert S 32,040 32,040 0 --
Forman, as
executor of the
estate of Ronald
Hester
Suzana M. Galla 8,143 8,143 0 --
-8-
<PAGE>
General Atlantic 287,260 287,260 0 --
Investments
Limited
Marvin H. 4,138 4,138 0 --
Goldberg(6)
Vernon Grant 4,405 4,405 0 --
Charles 26 26 0 --
Hayward(5)
William F. Heney 267 267 0 --
Martin P. 2,136 2,136 0 --
Kennedy
Thomas Krausz(8) 42,319 42,319 0 --
Ruby Kuritsky 4,005 4,005 0 --
Grant Lemyre(6) 6,675 6,675 0 --
Lewis G. Lyons 1,068 1,068 0 --
Walter L. 10,012 10,012 0 --
Olsen(5)
Nallur S. Prasad 186 186 0 --
Lawrence Russell 10,346 10,346 0 --
Richard 8,944 8,944 0 --
Schasberger(9)
Carlton P. 4,672 4,672 0 --
Schowe(6)
Lisa Urban 53 53 0 --
Karen Carley 2,002 2,002 0 --
Walker
(1) A person is deemed to be a "beneficial owner" of a security if that
person has or shares "voting power," which includes the power to vote or direct
the voting of such security, or "investment power," which includes the power to
dispose or to direct the disposition of such security, or if, under certain
circumstances, a person has the right to acquire either voting power or
investment power over such security through, among other things, the exercise of
an option. More than one person may be deemed to be a beneficial owner of the
same security, and a person may be deemed to be a beneficial owner of a security
as to which he has no voting power or investment power.
-9-
<PAGE>
(2) The Subject Shares include (i) 822,514 shares of Common Stock issuable
upon the conversion of shares of the Company's Class B Stock issued to the
Selling Stockholders in the Merger in exchange for shares of IMI Common Stock,
IMI Preferred Stock and IMI Class B Preferred Stock and (ii) 24,501 shares of
Common Stock issuable upon conversion of Class B Stock issued to Mr. Forman and
General Atlantic Investments Limited in the Merger in exchange for warrants
previously exercisable for shares of IMI Common Stock.
(3) This statement of Maximum Offered Hereby does not constitute a
commitment to sell the number of shares of Common Stock listed. The number of
shares of Common Stock offered shall be determined from time to time by each
Selling Stockholder in his or her sole discretion.
(4) Assumes that the Maximum Offered Hereby is sold by each of the Selling
Stockholders.
(5) Mr. DeSimone, Mr. Hayward and Mr. Olsen are former directors of IMI.
(6) Mr. Duffy, Mr. Goldberg, Mr. Lemyre and Mr. Schowe are former officers
of IMI.
(7) Mr. Forman is the Chief Executive Officer, President and a director of
IMI.
(8) Mr. Krausz is Vice President-Administration and the Secretary of IMI.
(9) Mr. Schasberger is Vice President-Marketing of IMI.
PLAN OF DISTRIBUTION
The distribution of the Subject Shares by the Selling Stockholders may be
effected from time to time in one or more transactions (which may include block
transactions) on the NYSE, in fixed price offerings off of the floor of the
NYSE, in special offerings and exchange distributions, each in accordance with
the rules of the NYSE, in negotiated transactions or a combination of such
methods of sale, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The Selling
Stockholders may effect such transactions by selling Subject Shares to or
through broker-dealers, and such broker-dealers may receive compensation in the
form of underwriting discounts, concessions or commissions from the Selling
Stockholders and others. No sales effected through broker-dealers shall include
the payment of underwriting discounts, concessions or commissions which exceed
compensation levels customarily paid for such services.
The Selling Stockholders are not restricted as to the price or prices at
which they may sell their Subject Shares. Sales of such shares at less than the
market price may lower the market price of the Company's Common Stock. Moreover,
the Selling Stockholders are not restricted as to the number of shares which may
be sold at any one time, and it is possible that if a significant number of
shares are sold sold at the same time, this might also lower the market price of
the Company's Common Stock.
-10-
<PAGE>
The Selling Stockholders and brokers or dealers who participate in the sale
or distribution of the Subject Shares may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, and any profit on the sale
of the Subject Shares by them acting as principal and any discounts,
commissions, or concessions received by any such brokers or dealers may be
deemed to be underwriting discounts and commissions under the Securities Act. No
payment of any underwriting commissions or discounts in connection with any
sales of the Subject Shares is expected, other than customary brokerage
commissions.
The Company is paying the expenses incident to the registration of the
Subject Shares under the Securities Act. The Company presently intends to keep
the Registration Statement covering the Subject Shares current for a period of
two years after the date of effectiveness of the Registration Statement but
reserves the right not to do so at any time after such date. In any event,
however, the Company does not presently intend to keep the Registration
Statement current beyond any date on which either (i) all of the Subject Shares
have been sold or (ii) the Selling Stockholders have agreed to terminate the
offering contemplated hereby. The Subject Shares are fully paid and
non-assessable and are being sold by the Selling Stockholders acting as
principals for their own account. The Company will not receive any proceeds from
the sale of the Subject Shares.
MATERIAL CHANGES
On August 2, 1995, the Company acquired IMI Systems, Inc. ("IMI"), an
information technology services company. As a result of the merger, the Company
issued approximately 850,000 shares of its Class B Common Stock in exchange for
all of the outstanding capital stock and warrants of IMI based upon a conversion
ratio of .267 shares of Class B Common Stock for each share of IMI capital
stock. Subsequently, substantially all of the Class B Common Stock issued in the
merger was converted into Olsten Common Stock. The transaction was accounted for
as a pooling of interests. IMI provides software design and development,
software applications maintenance, computer systems project management and
information technology related management consulting services in North America
and Great Britain.
On August 2, 1995, the Company acquired Toronto-based P.J. Ward Associates,
Ltd., which provides information technology staffing services including team
development, strategic and operational planning, project management assistance,
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<PAGE>
human resources staffing and permanent placement services.
On September 29, 1995, the Company acquired substantially all of the assets
of the Nurses House Call Division ("NHC") of Hooper Holmes, Inc. ("Hooper") and
simultaneously sold to Hooper all of the issued and outstanding stock of
American Service Bureau, Inc. ("ASB"), the Company's mobile diagnostic,
paramedical and occupational health services subsidiary. The total
consideration, including the ASB stock, was approximately $73 million. NHC
provides home health care, including skilled nursing, home health aides,
rehabilitation services, infusion therapy and institutional staffing.
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<PAGE>
PRO FORMA CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except share amounts)
The following unaudited Pro Forma Consolidated Statements of Income for the year
ended January 1, 1995 and for the nine months ended October 1, 1995 consolidate
the historical statements of income of the Company, and the acquisitions
summarized in Note 2 as if the acquisitions closed on January 3, 1994.
Historical results of the Company have been previously restated to combine the
operations of Olsten and IMI Systems, Inc., pursuant to the acquisition on
August 2, 1995, which was accounted for as a pooling of interests. The Pro Forma
Consolidated Statements of Income should be read in conjunction with the
historical financial statements and related notes thereto of the Company that
have been audited and which are incorporated by reference herein. In the opinion
of management, all adjustments necessary to reflect the acquisitions have been
made. The Pro Forma Consolidated Statements of Income are not necessarily
indicative of what the actual financial results would have been had the
transactions occurred at the date indicated and do not purport to indicate the
financial results of future periods.
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UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME
(In thousands, except share amounts)
Year Ended January 1, 1995
Olsten Pro Forma
Historical Acquisitions* Adjustments Consolidated
---------- ------------- ----------- ------------
(1) (2)
Service sales, franchise
fees, management fees
and other income........... $2,307,667 $154,831 -- $2,462,498
Cost of services sold....... 1,622,060 141,948 -- 1,764,008
--------- ------- -- ---------
Gross profit............... 685,607 12,883 -- 698,490
Selling, general and
administrative expenses.... 557,005 7,683 ($3,000)(3) 562,222
534 (4)
Interest expense, net....... 5,697 165 3,545 (5) 9,407
----- --- ----- -----
Income before income taxes. 122,905 5,035 (1,079) 126,861
Income taxes................ 51,663 1,815 (453)(6) 53,025
------ ----- ----- ------
Net income from operations
before minority interest.. 71,242 3,220 (626) 73,836
Minority interest........... -- 1,247 -- 1,247
-- ----- -- -----
Net income.................. $71,242 $1,973 ($626) $72,589
======= ====== ====== =======
Per share (primary):
Net income................. $1.66 $1.69
===== =====
Average shares............. 42,911 42,911
Per share (fully diluted):
Net income................. $1.61 $1.64
===== =====
Average shares............. 46,715 46,715
- ---------------------------------------------
* Net of operating results of ASB
-14-
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME
(In thousands, except share amounts)
Nine Months Ended October 1, 1995
Olsten Pro Forma
Historical Acquisitions* Adjustments Consolidated
---------- ------------- ----------- ------------
(1) (2)
Service sales, franchise
fees, management fees
and other income........... $1,855,466 $91,976 -- $1,947,442
Cost of services sold....... 1,294,420 90,180 -- 1,384,600
--------- ------ -- ---------
Gross profit............... 561,046 1,796 -- 562,842
Selling, general and
administrative expenses.... 446,869 2,583 ($4,500)(3) 445,033
81 (4)
Interest expense, net....... 3,003 29 2,055 (5) 5,087
----- -- ----- -----
Income before income taxes. 111,174 (816) 2,364 112,722
Income taxes................ 46,161 (427) 981 (6) 46,715
------ ----- --- ------
Net income from operations
before minority interest.. 65,013 (389) 1,383 66,007
Minority interest........... 745 410 -- 1,155
--- --- -- -----
Net income................. $64,268 ($799) $1,383 $64,852
======= ====== ====== =======
Per share (primary):
Net income................. $1.48 $1.50
===== =====
Average shares............. 43,336 43,336
Per share (fully diluted):
Net income................. $1.42 $1.43
===== =====
Average shares............. 47,076 47,076
- ---------------------------------------------
* Net of operating results of ASB
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<PAGE>
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF INCOME
(1) The historical amounts for the nine month period ended October 1, 1995
include the results of operations of the acquired businesses from their
respective dates of acquisition.
(2) The following acquisitions have been accounted for under the
purchase method of accounting:
In March 1995, the Company acquired a 50.1 percent
interest in Norsk Personal A.S. for $24.8 million in
cash. Norsk Personal is Norway's second-largest
staffing services company.
In June 1995, the Company completed the acquisition of
Americare for $7.7 million in cash, which provides home
nursing, home infusion therapy and home medical equipment.
In August 1995, the Company purchased P.J. Ward Associates,
Ltd., a Toronto-based leader in Canadian information
technology services for $3.7 million in cash.
In September 1995, the Company acquired a 65 percent interest
in Ready Office, S.A., Argentina's oldest and largest
independent staffing services company for $2.7 million in
cash.
In September 1995, the Company completed a single transaction
involving the purchase of Nurse's House Call, the home health
care business of Hooper Holmes, Inc., for $72.6 million and
the sale of the stock of its wholly-owned subsidiary, ASB,
which provides mobile diagnostic, paramedical and
occupational health services, for $40.6 million. The
difference in value was settled for $32 million in cash.
(3) Elimination of certain corporate overhead expenses previously allocated
to Nurse's House Call, which will not have a continuing impact on the
consolidated entity.
(4) Represents amortization of excess purchase price of $53.3 million over
net book value of assets acquired, which is being amortized over a 40
year life, on a straight-line basis.
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<PAGE>
(5) Represents the elimination of interest income associated with the $70.9
million cash used to finance the acquisitions.
(6) Adjustment to income taxes based on income before income taxes using the
applicable income tax rate.
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<PAGE>
LEGAL MATTERS
The validity of the Subject Shares and certain other legal matters have
been passed upon by Gordon Altman Butowsky Weitzen Shalov & Wein, New York, New
York. Andrew N. Heine, a Director of the Company, is of counsel to Gordon Altman
Butowsky Weitzen Shalov & Wein.
EXPERTS
The consolidated balance sheets as of January 1, 1995 and January 2, 1994
and the consolidated statements of income, retained earnings and cash flows for
each of the three years in the period ended January 1, 1995, included in the
Company's Annual Report on Form 10-K incorporated by reference in this
Prospectus, have been incorporated herein in reliance upon the report of Coopers
& Lybrand L.L.P., independent accountants, given upon the authority of that firm
as experts in accounting and auditing.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the various expenses expected to be incurred
in connection with offering described in this Registration Statement. All
amounts shown are estimates except for the Commission registration fee.
Item
Amount
Securities and Exchange Commission
registration fee . . . . . . . $ 6,659.66
Legal fees and expenses . . . . . . 10,000.00
Accounting fees and expenses. . . . 10,000.00
Miscellaneous . . . . . . . . . . . 500.00
Total . . . . . . . . . . . . . $ 27,159.66
All of the above expenses are being borne by the Company.
Item 15. Indemnification of Directors and Officers
Article Ninth of the Registrant's Restated Certificate of Incorporation
provides for indemnification of Directors of the Registrant as follows:
NINTH: No director of the Corporation shall be liable to the
Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of
the director's duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal
benefit. This Article NINTH shall not eliminate or limit the liability
of a director for any act or omission occurring prior to the effective
date of its adoption. If the Delaware General Corporation Law is amended
after approval by the stockholders of this article to authorize
corporate action further eliminating or limiting the personal liability
of directors, then the liability of a director of the Corporation shall
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be eliminated or limited to the fullest extent permitted by the
Delaware General Corporation Law, as so amended.
Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the corporation existing at the time of such
repeal or modification.
As authorized by Section 145 of the Delaware General Corporation Law,
Article V of the Registrant's By-Laws provides as follows:
Section 1. Right to Indemnification. Each person who was or is
made a party or is threatened to be made a party to or is otherwise
involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"), by reason
of the fact that he or she 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 another corporation or of a partnership, joint
venture, trust or other enterprise, including service with respect to an
employee benefit plan (hereinafter an "indemnitee"), whether the basis
of such proceeding is alleged action in an official capacity as a
director or officer or in any other capacity while serving as a director
or officer shall be indemnified and held harmless by the Corporation to
the fullest extent authorized by the Delaware General Corporation Law,
as the same exists or may hereafter be amended (but, in the case of any
such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than permitted
prior thereto), against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and
amounts paid in settlement) reasonably incurred or suffered by such
indemnitee in connection therewith and such indemnification shall
continue as to an indemnitee who has ceased to be a director or officer
and shall inure to the benefit of the indemnitee's heirs, executors and
administrators; provided, however, that the Corporation shall indemnify
any such indemnitee in connection with a proceeding (or part thereof)
initiated by such indemnitee only if such proceeding was authorized by
the Board.
Section 2. Right to Advancement of Expenses. This right to
indemnification conferred to in Section I of this Article V shall
include the right to be paid by the Corporation the expenses incurred in
defending any proceeding for which such right to indemnification is
applicable in advance of its final disposition (hereinafter an
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"advancement of expenses"); provided, however, that, if the
Delaware General Corporation Law requires, an advancement of expenses
incurred by an indemnitee in his or her capacity as a director or
officer (and not in any other capacity in which service was or is
rendered by such indemnitee, including, without limitation, service to
an employee benefit plan) shall be made only upon delivery to the
Corporation of an undertaking, by or on behalf of such indemnitee, to
repay all amounts so advanced if it shall ultimately be determined by
final judicial decision from which there is no further right to appeal
that such indemnitee is not entitled to be indemnified for such
expenses under this Article V or otherwise.
Section 3. Non-Exclusivity of Rights. The rights to
indemnification and to the advancement of expenses conferred in this
Article V shall not be exclusive of any other right which any person may
have or hereafter acquire under any statute, the Restated Certificate of
Incorporation, By-Law, agreement, vote of stockholders or disinterested
directors or otherwise.
Section 4. Insurance. The Corporation may maintain insurance, at
its expense, to protect itself and any director, officer, employee or
agent of the Corporation or another corporation, partnership, joint
venture, trust or other enterprise against any expense, liability or
loss, whether or not the Corporation would have the power to indemnify
such person against such expense, liability or loss under the Delaware
General Corporation Law.
Section 5. Indemnification of Employees and Agents of the
Corporation. The Corporation may, to the extent authorized from time to
time by the Board, grant rights to indemnification and to the
advancement of expenses to any employee or agent of the Corporation or,
if serving at the request of the Corporation, as an employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan,
to the fullest extent of the provisions of this Article V with respect
to the indemnification and advancement of expenses of directors and
officers of the Corporation.
In addition, the Registrant maintains directors' and officers' liability
insurance covering certain liabilities that may be incurred by the directors and
officers of the Registrant in connection with the performance of their duties.
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<PAGE>
Item 16. Exhibits
Exhibit No. Description of Exhibit
4.1 Restated Certificate of Incorporation of
Registrant, as amended, filed as Exhibit 4.1 to
Registrant's Registration Statement on Form S-8
(File No. 33-61761) dated August 11, 1995, and
incorporated herein by reference.
4.2 By-Laws of Registrant, filed as Exhibit 3(b) to
Registrant's Annual Report on Form 10-K for the
fiscal year ended January 2, 1994, and
incorporated herein by reference.
4.3 Indenture dated as of March 15, 1993 between
Registrant and Bankers Trust Company, as
Trustee, relating to Registrant's 4-7/8%
Convertible Subordinated Debentures due 2003,
filed as Exhibit 4 to Registrant's Quarterly
Report on Form 10-Q for the Quarter ended April
14, 1993, and incorporated herein by reference.
5.1 Opinion of Gordon Altman Butowsky Weitzen Shalov
& Wein.
23.1 Consent of Gordon Altman Butowsky Weitzen Shalov
& Wein (included in Exhibit 5.1).
23.2 Consent of Coopers & Lybrand L.L.P.
24.1 Power of Attorney (included on signature page).
- -------------
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement 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.
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<PAGE>
(2) That, for the purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of any
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.
(c) 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 provisions or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant 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.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Melville, State of New York, on November 15, 1995.
OLSTEN CORPORATION
By: /s/ Frank N. Liguori
------------------------------------
Frank N. Liguori,
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Frank N. Liguori, William P. Costantini and
Laurin L. Laderoute, Jr. and each and any one of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Name Title Date
Chairman and Chief Executive November 15, 1995
/s/ Frank N. Liguori Officer and Director (Principal
Frank N. Liguori Executive Officer)
Senior Vice President-Finance November 15, 1995
/s/ Anthony J. Puglisi (Principal Financial and
Anthony J. Puglisi Accounting Officer)
/s/ Stuart Olsten Director November 15, 1995
Stuart Olsten
/s/ Andrew N. Heine Director November 15, 1995
Andrew N. Heine
/s/ Stuart R. Levine Director November 15, 1995
Stuart R. Levine
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<PAGE>
/s/ John M. May Director November 15, 1995
John M. May
/s/ Miriam Olsten Director November 15, 1995
Miriam Olsten
/s/ Richard A. Sharoff Director November 15, 1995
Richard A. Sharoff
/s/ Raymond S. Troubh Director November 15, 1995
Raymond S. Troubh
/s/ Josh S. Weston Director November 15, 1995
Josh S. Weston
<PAGE>
Exhibit Index
Exhibit No. Exhibit
4.1 Restated Certificate of Incorporation of
Registrant, as amended, filed as Exhibit 4.1 to
Registrant's Registration Statement on Form S-8
(File No. 33-61761) dated August 11, 1995, and
incorporated herein by reference.
4.2 By-Laws of Registrant, filed as Exhibit 3(b) to
Registrant's Annual Report on Form 10-K for the
fiscal year ended January 2, 1994, are
incorporated herein by reference.
4.3 Indenture dated as of March 15, 1993 between
Registrant and Bankers Trust Company, as
Trustee, relating to Registrant's 4 7/8%
Convertible Subordinated Debentures due 2003,
filed as Exhibit 4 to Registrant's Quarterly
Report on Form 10-Q for the quarter ended April
4, 1993, is incorporated herein by reference.
5.1 Opinion of Gordon Altman Butowsky Weitzen Shalov
& Wein.
23.1 Consent of Gordon Altman Butowsky Weitzen Shalov
& Wein (included in Exhibit 5.1).
23.2 Consent of Coopers & Lybrand L.L.P.
24.1 Power of Attorney (included on signature page).
<PAGE>
EXHIBITS
TO
REGISTRATION STATEMENT
ON FORM S-3
OF
OLSTEN CORPORATION
<PAGE>
<PAGE>
EXHIBIT 5.1
November 15, 1995
Olsten Corporation
175 Broad Hollow Road
Melville, New York 11747
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form
S-3 (the "Registration Statement") being filed on behalf of
Olsten Corporation, a Delaware corporation (the "Company"),
with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), relating to
the distribution of up to 847,015 shares (the "Shares") of
the Company's common stock, $0.10 par value per share, which
may be offered and sold from time to time by, and for the
account of, certain stockholders of the Company.
In connection with this opinion we, as your federal
securities law counsel, have examined such corporate
records, certificates and other documents, and such
questions of law, as we have considered necessary or
appropriate for the purposes of this opinion.
Upon the basis of such examination, it is our opinion
that the Shares are fully paid and nonassessable.
The foregoing opinion is limited to the federal laws of
the United States, the laws of the State of New York and the
Delaware General Corporation Law, and we express no opinion
as to the effect of the laws of any other jurisdiction.
We have relied as to certain matters on information
obtained from public officials, officers of the Company and
other sources believed by us to be responsible.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference
to us under the caption "Legal Matters" in the prospectus
forming a part of the Registration Statement. In giving
this consent, we do not thereby admit that we are within the
category of persons whose consent is required under Section
7 of the Act or the rules and regulations of the Securities
and Exchange Commission thereunder.
Very truly yours,
GORDON ALTMAN BUTOWSKY
WEITZEN SHALOV & WEIN
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement of Olsten Corporation on Form S-3
(Registration No. 33- ) of our report dated February 6,
1995, on our audits of the consolidated financial statements
of Olsten Corporation and Subsidiaries as of January 1, 1995
and January 2, 1994, and for each of the three years in the
period ended January 1, 1995, which report is included in
the Company's Annual Report on Form 10-K. We also consent
to the reference to our firm under the caption "Experts."
Coopers & Lybrand L.L.P.
New York, New York
November 13, 1995
