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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 20, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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LABOR READY, INC.
(Exact name of registrant as specified in its charter)
Washington 91-1287341
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1016 South 28th Street
Tacoma, WA 98409
(206) 383-9101
(Address, including ZIP code, and telephone number, including area code,
of registrant's principal executive offices)
LABOR READY, INC. 1996 EMPLOYEE STOCK OPTION AND INCENTIVE PLAN
(Full title of plan)
Ralph E. Peterson Copy to:
Labor Ready, Inc. Mark R. Beatty, Esq.
1016 South 28th Street Gary J. Kocher, Esq.
Tacoma, WA 98409 Preston Gates & Ellis
(206) 383-9101 5000 Columbia Center
(Name, address, including ZIP code, and 701 Fifth Avenue
telephone number, including area code, Seattle, Washington 98104
of agent for service) (206) 623-7580
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<CAPTION>
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Title of securities Amount to be Maximum offering Maximum aggregate Amount of
to be registered registered (1) price per unit (2) offering price (2) registration fee
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<S> <C> <C> <C> <C>
Common Stock, no
par value per share 350,000 shares $ 14.63 $ 5,120,500.00 $ 1551.67
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</TABLE>
(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
such plan as the result of any future stock split, stock dividend or
similar adjustment of the outstanding Common Stock of the Registrant.
(2) Estimated solely for the purpose of calculating the registration fee and,
pursuant to Rule 457(c) of the Act, based upon the average high and low
prices of the Common Stock of the Registrant on the Nasdaq Stock Market on
November 19, 1996.
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Securities and Exchange
Commission (the "Commission") by Labor Ready, Inc. (the "Company") are
incorporated herein by reference:
(a) The prospectus dated June 12, 1996 (the "Prospectus") with respect to
shares of the Company's Common Stock, having no par value per share (the "Common
Stock"), filed pursuant to Rule 424(b) of the Securities Act of 1933, as
amended, that contains audited financial statements from the Company's latest
fiscal year for which such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end
of the fiscal year covered by the Prospectus.
(c) The description of the Common Stock that is contained in the Company's
Registration Statement on Form 10 filed pursuant to Section 12 of the Exchange
Act, as updated by the description of the Common Stock that is contained in the
Prospectus, including any amendment or report filed for the purpose of updating
such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Registration Statement and
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 are deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the respective dates of
filing of such documents (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Legal matters in connection with the securities registered hereby were
passed upon by Preston Gates & Ellis, Seattle, Washington. As of October 29,
1996, partners and attorneys employed by such firm beneficially own 3,180 shares
of Common Stock of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 23B.08.510 of the Revised Code of Washington authorizes Washington
corporations to indemnify their officers and directors under certain
circumstances against expenses and liabilities incurred in legal proceedings
involving such persons because of their being or having been an officer or
director. The Company's Articles of Incorporation and Bylaws require
indemnification of the Company's officers and directors to the fullest extent
permitted by Washington law. The Company also maintains directors' and
officers' liability insurance.
The Company's Bylaws and Articles of Incorporation provide that the Company
shall, to the fullest extent permitted by the Washington Business Corporation
Act, as amended from time to time, indemnify all directors and officers of the
Company. In addition, the Company's Bylaws contain a provision eliminating the
personal liability of directors to the Company or its shareholders for monetary
damages arising out of a breach of fiduciary duty. Under Washington law, this
provision eliminates the liability of a director for breach of fiduciary duty
but does not eliminate the personal liability of any director for (i) acts or
omissions of a director finally adjudged to be intentional misconduct or a
knowing violation of law, (ii) conduct finally adjudicated to be in violation of
Section 23B.08.310 of the Washington Business Corporation Act (which section
relates to unlawful distributions) or (iii) any transaction with respect to
which it is finally adjudged that a director personally received a benefit in
money, property or services to which the director was not legally entitled.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT DESCRIPTION
4.1 -- Labor Ready, Inc., 1996 Stock Option and Incentive Plan, as
approved and adopted, by the Company's Shareholders on August 20,
1996
5.1 -- Opinion of Preston Gates & Ellis
23.1 -- Consent of Preston Gates & Ellis (see Exhibit 5.1)
23.2 -- Consent of BDO Seidman, LLP, Independent Certified Public
Accounts
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ITEM 9. UNDERTAKINGS
(a) The 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: (i) to file,
during any period in which offers or sales are being made, a post-effective
amendment to this registration statement: (a) to include any prospectus
required by section 10(a)(3) of the Securities Act of 1933; (b) to reflect in
the prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; (c) 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.
(2) That, for 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 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 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.
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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 authorized and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Tacoma, State of Washington on this
14th day of November, 1996.
LABOR READY, INC.
By /s/ Glenn A. Welstad
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Glenn A. Welstad
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 indicated on this 14th day of November, 1996.
SIGNATURE TITLE
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/s/ Glenn A. Welstad
- ------------------------- Chairman, Chief Executive Officer and Director
Glenn A. Welstad (Principal Executive Officer)
/s/ Ralph E. Peterson
- ------------------------- Chief Operating and Financial Officer and
Ralph E. Peterson Director (Principal Financial and Accounting
Officer)
/s/ Robert J. Sullivan
- ------------------------- Director
Robert J. Sullivan
/s/ Thomas E. McChesney
- ------------------------- Director
Thomas E. McChesney
/s/ Ronald L. Junck
- ------------------------- Secretary and Director
Ronald L. Junck
/s/ Richard W. Gasten
- ------------------------- Director
Richard W. Gasten
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INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
EXHIBIT DESCRIPTION PAGE
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4.1 -- Labor Ready, Inc., 1996 Stock Option and Incentive
Plan, as approved and adopted, by the Company's
Shareholders on August 20, 1996
5.1 -- Opinion of Preston Gates & Ellis
23.1 -- Consent of Preston Gates & Ellis (see Exhibit 5.1)
23.2 -- Consent of BDO Seidman, LLP, Independent Certified Public
Accounts
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EXHIBIT 5.1
November 20, 1996
Labor Ready, Inc.
1016 South 28th Street
Tacoma, WA 98409
Re: Registration Statement on Form S-8 of Labor Ready, Inc.
Ladies and Gentlemen:
We have acted as counsel to Labor Ready, Inc. (the "Company") in connection
with the filing of the above-referenced Registration Statement (the
"Registration Statement") relating to the registration of 350,000 shares (the
"Shares") of Common Stock, no par value per share, of the Company issuable under
the Company's 1996 Employee Stock Option and Incentive Plan. In connection
therewith, we have reviewed the Company's Articles of Incorporation, Bylaws,
minutes of appropriate meetings, a copy of the Plan and such other matters we
deemed appropriate.
Based on that review, it is our opinion that the Shares will be, when
issued and sold pursuant to the terms contemplated by the Plan, will be validly
issued, fully paid and non-assessable under the Washington Business Corporation
Act.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to our firm included in or made a
part of the Registration Statement.
Very truly yours,
PRESTON GATES & ELLIS
By /s/ Mark R. Beatty
Mark R. Beatty
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EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated May 1, 1996, relating to the
consolidated financial statements of Labor Ready, Inc. which is contained in the
prospectus filed by the Company on June 12, 1996, pursuant to Rule 424(b) of the
Securities Act of 1933, as amended (the "Prospectus").
We also consent to the reference to us under the captions "Selected
Consolidated Financial Information" and "Experts" in the Prospectus.
Spokane, Washington /s/ BDO Seidman, LLP
November 18, 1996
