<PAGE> 1
As filed with the Securities and Exchange Commission on November 22, 1995
Registration No. 33-
Securities and Exchange Commission
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OLSTEN CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-2610512
------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
175 Broad Hollow Road
Melville, New York 11747-8905
-------------------------------------------------
(Address of principal executive offices)
OLSTEN CORPORATION
1994 STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED
--------------------------------------------------
(Full title of the plan)
William P. Costantini, Esq.
Senior Vice President and General Counsel
Olsten Corporation
175 Broad Hollow Road, Melville, New York 11747-8905
-----------------------------------------------------
(Name and address of agent for service)
(516) 844-7250
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
<PAGE> 2
CALCULATION OF REGISTRATION FEE
Title of Proposed Maximum Proposed Maximum Amount of
Securities to Amount to be Offering Price Aggregate Registration
be Registered Registered Per Unit Offering Price Fee
- ------------- ------------ ---------------- --------------- -------------
Common Stock, 2,000,000 -- $76,010,537** $26,210.53**
par value $.10 Shares*
*The amount being registered is the aggregate amount of shares available for
issuance under the Plan. If there is any change in the number of shares by
reason of a stock dividend, stock split, recapitalization, reorganization or
similar transaction, appropriate adjustments will be made in the number of
shares subject to outstanding options to maintain the option holders'
proportionate interests pursuant to the provisions of the aforementioned Plan.
**Pursuant to Rule 457(h) under the Securities Act of 1933, the aggregate
offering price and the amount of the fee are computed with respect to the
shares for which options have been granted and are outstanding (namely,
327,100 shares) upon the basis of the aggregate price at which such shares may
be purchased by the optionees (namely $10,140,100) and with respect to the
remainder of the shares (namely, 1,672,900 shares) upon the basis of the
average of the high and low prices per share (namely, $39.375) on the New York
Stock Exchange on November 21, 1995, a date within five business days prior to
the date of filing of this Registration Statement.
- 2 -
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Olsten Corporation, a Delaware corporation (the "Company" or
"Registrant"), hereby incorporates by reference in this Registration Statement
the following documents previously filed with the Securities and Exchange
Commission (the "Commission"):
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended January 1, 1995, as amended, filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") (File No.
0-3532);
(b) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by
the Annual Report on Form 10-K referred to in (a) above; and
(c) The description of the Company's 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).
In addition, all documents subsequently filed by the Company with
the Commission pursuant to Sections 13(a), 13(c), 14 and 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 be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the shares of the Company's Common Stock offered
hereby has been passed upon for the Company by Laurin L. Laderoute, Jr., Esq.,
175 Broad Hollow Road, Melville, New York 11747. Mr. Laderoute is Vice
President, Assistant General Counsel and Secretary of the Company. He is a
shareholder of the Company and holds incentive stock options granted under the
Company's 1984 Incentive Stock Option Plan and 1994 Stock Incentive Plan.
Item 6. Indemnification of Directors and Officers.
Article NINTH of the Registrant's Restated Certificate of
Incorporation, as amended, provides for indemnification of Directors of the
Registrant as follows:
- 3 -
<PAGE> 4
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 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 (or part thereof) was authorized by the Board.
Section 2. Right to Advancement of Expenses. The right to
indemnification conferred to in Section 1 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
- 4 -
<PAGE> 5
of its final disposition (hereinafter an "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 Company maintains directors' and officers'
liability insurance covering certain liabilities that may be incurred by the
directors and officers of the Company in connection with the performance of
their duties.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits set forth on the Exhibit Index to this Registration
Statement are incorporated herein by reference.
- 5 -
<PAGE> 6
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to
include any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change to
such information in this Registration Statement.
(2) 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.
(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 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 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 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 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.
- 6 -
<PAGE> 7
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-8 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 22,
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
- ---- ----- ----
/s/ Frank N. Liguori Chairman and Chief Executive November 22, 1995
- ---------------------- Officer and Director
(Frank N. Liguori)
/s/ Anthony J. Puglisi Senior Vice President-Finance November 22, 1995
- ---------------------- (Principal Financial and
(Anthony J. Puglisi) Accounting Officer)
/s/ Stuart Olsten Director November 22, 1995
- ----------------------
(Stuart Olsten)
/s/ Andrew N. Heine Director November 22, 1995
- ----------------------
(Andrew N. Heine)
- 7 -
<PAGE> 8
/s/ Stuart R. Levine Director November 22, 1995
- ----------------------
(Stuart R. Levine)
Director November , 1995
- ----------------------
(John M. May)
/s/ Miriam Olsten Director November 22, 1995
- ----------------------
(Miriam Olsten)
/s/ Richard A. Sharoff Director November 22, 1995
- ----------------------
(Richard A. Sharoff)
/s/ Raymond S. Troubh Director November 22, 1995
- ----------------------
(Raymond S. Troubh)
/s/ Josh S. Weston Director November 22, 1995
- ----------------------
(Josh S. Weston)
- 8 -
<PAGE> 9
EXHIBIT INDEX
Exhibit
Number Exhibit
- -------- -------
4.1 Olsten Corporation 1994 Stock Incentive Plan, as amended
and restated (incorporated herein by reference to Exhibit B
to Registrant's definitive Proxy Statement for its Annual
Meeting of Shareholders held on April 28, 1995).
4.2 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
(incorporated by reference to Exhibit 4 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended April 4,
1993).
5* Opinion of Laurin L. Laderoute, Jr., Esq.
23.1* Consent of Coopers & Lybrand L.L.P.
23.2* Consent of Laurin L. Laderoute, Jr., Esq. (included in
Exhibit 5).
24* Power of Attorney (contained on the signature pages of this
Registration Statement).
________________________
*Filed herewith.
- 9 -
<PAGE> 1
EXHIBIT 5
175 Broad Hollow Road
Melville, New York 11747
November 22, 1995
Olsten Corporation
175 Broad Hollow Road
Melville, New York 11747
Re: Olsten Corporation ("Company")
Registration Statement on Form S-8
("Registration Statement")
----------------------------------
Dear Sirs:
You have requested my opinion in connection with the filing by the
Company of the Registration Statement under the Securities Act of 1933, as
amended ("Act"), relating to the proposed issuance of up to 2,000,000 shares
("Shares") of the Company's Common Stock, par value $.10 ("Common Stock")
issuable upon exercise of certain stock options granted or to be granted
pursuant to the terms of the Company's 1994 Stock Incentive Plan, as amended
and restated ("Plan").
As Assistant General Counsel for the Company, I am familiar with its
Restated Certificate of Incorporation, as amended, and By-Laws and have
reviewed the various proceedings taken by the Company in connection with the
authorization and reservation of shares of Common Stock for issuance upon
exercise of stock options pursuant to the Plan.
On the basis of the foregoing and having regard for legal
considerations that I deem relevant, I am of the opinion that:
1. The Company is a corporation duly incorporated and validly
existing under the laws of the State of Delaware.
2. When the Registration Statement has become effective under the
Act and the Shares have been issued upon the exercise of stock options granted
or to be granted under the Plan in accordance with the terms of the
instruments pursuant to which such stock options were issued, the Shares will
be legally and validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement being filed with the Securities and Exchange Commission
under the Act by the Company and to the statements with respect to the
undersigned under the caption "Item 5. Interest of Named Experts and
Counsel." in the Registration Statement.
<PAGE> 2
Olsten Corporation
November 22, 1995
Page 2
The undersigned is Vice President, Assistant General Counsel and
Secretary of the Company, is a shareholder of the Company and holds incentive
stock options granted under the Company's 1984 Incentive Stock Option Plan and
the Plan.
Very truly yours,
/s/Laurin L. Laderoute, Jr.
Laurin L. Laderoute, Jr.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement of
Olsten Corporation on Form S-8 (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.
COOPERS & LYBRAND L.L.P.
New York, New York
November 21, 1995
