<PAGE>
FILED PURSUANT TO RULE 424(b)(3)
Registration No. 333-06923
[LOGO]
3,373,379 SHARES OF COMMON STOCK
---------------
All of the 3,373,379 shares (the "Common Shares") of common stock, no par
value, of Labor Ready, Inc. (the "Company") being offered hereby (the
"Offering") are being sold for the account of the Selling Shareholders on a
delayed or continuous basis. See "Selling Shareholders." The Company will not
receive any of the proceeds from the sale of Common Shares by the Selling
Shareholders.
The Common Shares are being offered and sold by the Selling Shareholders or
their pledgees, donees, transfees or other successors in interest, in ordinary
course broker or dealer transactions not involving an underwritten public
offering, in privately negotiated transactions, and transactions pursuant to
Rule 144.
The Common Shares are listed on the Nasdaq National Market under the symbol
"LBOR." December 13, 1996, the reported last sale price of the Common Shares on
the Nasdaq National Market was $13.38.
SEE "RISK FACTORS" BEGINNING ON PAGE 3 HEREIN FOR A DISCUSSION OF CERTAIN
RISK FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON
SHARES OFFERED HEREBY.
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 DECEMBER 16, 1996
<PAGE>
PROSPECTUS SUMMARY
THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION, INCLUDING "RISK FACTORS" AND THE CONSOLIDATED FINANCIAL STATEMENTS
AND NOTES THERETO, APPEARING ELSEWHERE OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS. EXCEPT AS OTHERWISE NOTED, (I) ALL INFORMATION IN THIS PROSPECTUS
HAS BEEN ADJUSTED TO REFLECT ALL STOCK SPLITS DURING THE PERIODS PRESENTED AND
(II) REFERENCES TO THE "COMPANY" OR "LABOR READY" ARE TO THE CONSOLIDATED
OPERATIONS OF LABOR READY, INC. AND ITS SUBSIDIARIES.
THE COMPANY
Labor Ready, Inc. ("Labor Ready" or the "Company") is a leading, national
provider of temporary workers for manual labor jobs. The Company's customers are
primarily in the construction, freight handling, warehousing, landscaping, light
manufacturing, and other light industrial businesses. These businesses require
workers for lifting, hauling, cleaning, assembling, digging, painting and other
types of manual work. The Company has rapidly grown from eight Company-owned
dispatch offices in 1991 to 194 Company-owned dispatch offices at September 30,
1996. Substantially all of the growth in dispatch offices was achieved by
opening locations rather than through acquisitions. The Company's revenues grew
from $6.0 million to $94.4 million from 1991 through 1995. This revenue growth
has been generated both by opening new dispatch offices and by continuing to
increase sales at existing dispatch offices. In 1995, the average cost to open a
new dispatch office was approximately $35,000 and dispatch offices opened in
1995 typically generated revenues sufficient to cover their operating costs in
two to six months. In 1995, the average annual revenue per dispatch office open
for more than a full year was $1.3 million.
The Company's expansion strategy is to open dispatch offices in every
metropolitan area in the United States and to continue to increase its market
penetration in markets it presently serves. The Company currently anticipates
opening approximately 94 dispatch offices in 1996, of which 88 have already been
opened, and 100 dispatch offices in 1997. The Company uses its branch locations
as traditional "dispatch offices" where workers (and prospective workers) meet
to complete required documentation, receive work assignments, arrange
transportation to and from the job site, and are paid at the end of each work
day. The Company has standardized the operation, general design, staffing and
equipment of the dispatch offices and has typically opened new dispatch offices
in four to six weeks after identifying and securing a lease for a specific site.
Dispatch office leases generally permit the Company to terminate on 30 days
notice and upon payment of three months rent.
The Company's objective is to become the leading provider of temporary
workers for manual labor in the United States by emphasizing responsiveness and
overall quality of service to customers. To achieve that objective, the Company
opens its offices no later than 5:30 a.m., provides workers on short notice
(often the same day as requested), and offers a "satisfaction guaranteed"
policy. The Company attracts its workers by treating them with respect and
through attractive employment policies. Most workers find the Company's "Work
Today, Paid Today" policy appealing and arrive at the dispatch office early in
the morning motivated to put in a good day's work and receive a paycheck at the
end of the day.
The Company relies on its general managers to conduct the overall operations
and sales and marketing at its dispatch offices. In addition to managing the
recruitment and daily dispatch of temporary workers, each general manager is
responsible for customer service and managing the dispatch office's sales
efforts, including identifying and soliciting local businesses likely to have a
need for temporary manual workers. At the corporate level, the Company is
currently developing and implementing coordinated sales and marketing
strategies, which include the development of national accounts, the
dissemination of information on local construction activity and the
implementation of advertising campaigns in targeted markets prior to new
dispatch office openings.
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The temporary staffing industry has grown rapidly in recent years as
companies have used temporary employees to control personnel costs and to meet
fluctuating personnel needs. According to the National Association of Temporary
Staffing Services ("NATSS"), the United States market for the industrial segment
of the temporary staffing marketplace (which includes the light industrial
market that the Company serves) grew at a compound annual growth rate of
approximately 25% from approximately $5.0 billion in 1991 to approximately $12.3
billion in 1995. The Company believes the temporary staffing industry is highly
fragmented and presents opportunities for larger, well capitalized companies
that can effectively manage workers' compensation costs and develop information
systems to efficiently process the high volume of transactions and accurately
coordinate multi-location activities.
The Company is a Washington corporation which was incorporated in 1985. The
Company's principal executive offices are located at 1016 South 28th Street,
Tacoma, WA 98409, and its telephone number is (206) 383-9101.
RISK FACTORS
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE FACTORS SET FORTH BELOW,
IN ADDITION TO THE OTHER INFORMATION CONTAINED AND INCORPORATED IN THIS
PROSPECTUS, IN EVALUATING AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY.
ABILITY TO ACHIEVE AND MANAGE GROWTH
The Company's ambitious growth plans are subject to numerous and substantial
risks. The Company's ability to continue its growth and profitability will
depend on a number of factors, including the ability of the Company to attract
and retain sufficient qualified managerial personnel to supervise multiple
dispatch offices and to manage individual dispatch offices, the availability of
temporary workers in each new location to fill the needs of customers, existing
and emerging competition, collection of accounts receivable, and the
availability of working capital to support anticipated growth. Labor Ready must
continually adapt its management structure and internal control systems as the
Company continues its rapid growth. There can be no assurances that the Company
will be able to enter new markets through the opening of new dispatch offices or
successfully manage the costs of opening and operating new dispatch offices. Any
inability to achieve and manage the Company's ambitious growth plans could have
a material adverse effect on the Company's business, financial condition and
results of operations.
DEPENDENCE UPON KEY PERSONNEL
The Company's success depends to a significant extent upon the continued
service of Glenn A. Welstad, its Chairman, President and Chief Executive
Officer, and other members of the Company's executive management. The loss of
any key executive could have a material adverse effect upon the Company's
business, financial condition, and results of operations. Furthermore, the
Company's future performance depends on its ability to identify, recruit,
motivate, and retain key management personnel, including general managers,
district managers, area directors, and other personnel. The failure to attract
and retain key management personnel could have a material adverse effect on the
Company's business, financial condition and results of operations.
GOVERNMENT REGULATIONS, INCREASED EMPLOYEE COSTS
AND WORKERS' COMPENSATION
The Company is required to comply with all applicable federal and state laws
and regulations relating to employment, including occupational safety and health
provisions, wage and hour requirements, including payment of state and federal
minimum wages, and workers' compensation and unemployment insurance. Costs and
expenses related to these requirements are the Company's second largest expense
3
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and may increase as a result of, among other things, changes in federal or state
laws or regulations requiring employers to provide specified benefits to
employees (such as medical insurance), or increases in the minimum wage or the
level of existing benefits, increased levels of unemployment, or the lengthening
of periods for which unemployment benefits are available. Furthermore, workers'
compensation expenses and the related liability accrual are based on the
Company's actual claims experience in each respective state. The Company's
management and safety programs attempt to minimize workers' compensation claims,
but significant claims could require payment of substantial benefits. There can
be no assurance that the Company will be able to increase fees charged to its
customers to offset any increased costs and expenses, which could have a
material adverse effect on the Company's business, financial condition and
results of operations.
ADEQUACY OF WORKERS' COMPENSATION ARRANGEMENTS
The Company maintains workers' compensation insurance, as required by state
laws. The Company is required to pay premiums or contributions based on its
business classification, and actual workers' compensation claims experience over
time. In those states where private insurance is not allowed, the Company
purchases its insurance through state workers' compensation funds. In all other
states the Company provides coverage through an insurance company licensed to do
business in those states. The Company's insurance policy provides for deductible
amounts of $250,000 per claim and for 1995 a deductible for aggregate claims of
$5.4 million. The Company deposits amounts based on its claims experience for
those deductible amounts with an off-shore insurance company to pay claims not
covered by its insurance policy. There can be no assurance that the Company's
premiums will not increase substantially or that actual workers' compensation
obligations will not substantially exceed the premium deposited with the
off-shore insurance company.
RELIANCE ON AND ABILITY TO ATTRACT, DEVELOP AND
RETAIN QUALIFIED DISPATCH OFFICE MANAGERS
The Company relies significantly on the performance and productivity of its
dispatch office general managers. Each general manager has primary
responsibility for managing the operations of the dispatch office, including
recruiting temporary workers, daily dispatch of temporary workers and collecting
accounts receivable. In addition, each general manager has primary
responsibility for customer service and the dispatch office's sales efforts
including identifying and soliciting area businesses likely to have a need for
temporary manual workers. The Company is highly dependent on its ability to
hire, train and retain qualified general managers and the available pool of
qualified candidates is limited. Prior to joining the Company, the typical
general manager has little or no prior experience in the temporary employment
industry. The Company commits substantial resources to the training, development
and operational support of its general managers. In 1995, due to turnover,
attrition or termination, the Company replaced approximately 26% of its general
managers. There can be no assurance that the Company will be able to continue to
recruit, train and retain qualified general managers; any failure to do so would
have a material adverse effect on the Company's business, financial condition
and results of operations.
COMPETITIVE MARKET
The temporary services industry is highly fragmented and highly competitive,
with limited barriers to entry. A large percentage of temporary staffing
companies are local operations with fewer than five offices. Within local or
regional markets, these firms actively compete with the Company for business.
There are several very large full-service and specialized temporary labor
companies competing in national, regional and local markets, many of which have
not aggressively expanded into the Company's market segment. Many of these
competitors have substantially greater financial and marketing resources than
those of the Company and may decide to expand their existing activities into the
Company's market segment at any time. Price competition in the staffing industry
is intense, particularly for provision of light industrial
4
<PAGE>
personnel, and pricing pressure from both competitors and customers is
increasing. The Company expects that the level of competition will remain high
or increase in the future. Competition, particularly from companies with greater
financial and marketing resources than the Company, could have a material
adverse effect on the Company's business, financial condition and results of
operations.
RELIANCE ON INFORMATION PROCESSING SYSTEMS
The Company's business depends upon its ability to store, retrieve, process
and manage significant amounts of information. The Company's management
information systems, including servers, networks, databases, backup and other
systems essential for communication with dispatch offices, are located and
maintained in the Company's Tacoma, Washington headquarters. Interruption,
impairment of data integrity, loss of stored data, breakdown or malfunction of
the Company's information processing systems caused by telecommunications
failure, conversion difficulties, undetected data input and transfer errors,
unauthorized access, viruses, natural disasters, electrical power outage or
disruption, or other events could have a material adverse effect on the
Company's business, financial condition and results of operations.
INDUSTRY RISKS
Temporary staffing companies employ and place people in the workplaces of
their customers. Attendant risks of the industry include possible claims of
discrimination and harassment, employment of illegal aliens, violations of
occupational, health and safety, or wage and hour laws and regulations, errors
and omissions of its temporary employees, misappropriation of funds or property,
other criminal activity or torts and other similar claims. Temporary staffing
companies also are affected by fluctuations and interruptions in the business of
their customers which could have a material adverse effect on their business,
financial condition and results of operations. The temporary staffing industry
may be adversely affected if Congress or state legislatures mandate specified
benefits for temporary employees or otherwise impose costs and expenses on
employers that increase the cost or lessen the attraction of using temporary
workers.
LIABILITY FOR ACTS OF TEMPORARY WORKERS
The Company may be held responsible for the actions at a jobsite of workers
not under the Company's direct control. Although the Company historically has
not experienced significant claims or losses due to these issues, there can be
no assurance that the Company will not experience such claims or losses in the
future or that the Company's insurance, if any, will provide coverage or be
sufficient in amount or scope to cover any such liability. The Company seeks to
reduce any liability for the acts or omissions of its temporary workers by
specifying in its contracts with customers that the customers are responsible
for all actions or omissions of the temporary workers. There can be no assurance
that the terms of the contracts will be enforceable or that, if enforceable,
they would be sufficient to preclude Company liability as a result of the
actions of its temporary personnel or that insurance coverage will be available
or adequate in amount to cover any such liability. If the Company is found
liable for the actions or omissions of its temporary workers and adequate
insurance coverage is not available, the Company's business, financial condition
and results of operations could be materially and adversely affected.
LIMITED WORKING CAPITAL; ACCOUNTS RECEIVABLE
In 1995, the Company incurred costs of approximately $2.0 million to open 57
new dispatch offices (an average of approximately $35,000 per dispatch office).
Once open, the Company invests significant amounts of additional cash into the
operations of new dispatch offices until they begin to generate sufficient
revenue to cover their operating costs, generally in two to six months. Further,
the Company pays its temporary personnel on a daily basis, and bills its
customers on a weekly basis. The average collection cycle for 1995 was
approximately 37 days. Consequently, the Company experiences significant
negative cash flow from operations and investment activities during periods of
high growth which also adversely
5
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impacts the Company's overall profitability. At September 30, 1996, the Company
had $2.46 million accounts receivable more than 90 days past due. The Company
expects to continue to experience periods of negative cash flow from operations
and investment activities, and expects to require additional sources of capital
in order to continue to grow. No assurances can be given that such capital will
be available on acceptable terms. If adequate sources of working capital are not
available, the Company's anticipated growth may not be realized, thereby
adversely impacting the Company's business, financial condition and results of
operations.
EFFECT OF ECONOMIC FLUCTUATIONS
Demand for the Company's services may be significantly affected by the
general level of economic activity and unemployment in the United States and
specifically within the construction and light industrial trades. However, as
economic activity increases, such as in recent years, temporary employees are
often added to the work force before regular employees are hired. As economic
activity slows, many companies reduce their use of temporary employees before
laying off regular employees. In addition, the Company may experience heightened
levels of competitive pricing pressure during such periods of economic downturn.
World-wide economic conditions and U.S. trade policies also impact demand for
the Company's services. No assurances can be given that the Company will benefit
from increases in general economic activity in the U.S. or that the Company's
rapid expansion will continue. A slow-down in general economic activity within
the construction and light industrial trades could have a material adverse
effect on the Company's business, financial condition and results of operations.
Depending upon location, new dispatch offices initially target the construction
industry for potential customers. As dispatch offices mature, the customer base
broadens and the mix of work diversifies.
SEASONALITY OF BUSINESS OPERATIONS; INCLEMENT WEATHER
Many of the Company's customers are construction and landscaping businesses
that are significantly affected by the weather. Construction and landscaping
businesses and, to a lesser degree, other customer businesses typically increase
activity in spring, summer and early fall months and decrease activity in late
fall and winter months. Inclement weather can slow construction and landscaping
activities during such periods. The Company has generally experienced a
significant increase in temporary labor demand in the spring, summer and early
fall months, and lower demand in the late fall and winter months.
LIMITED OPERATING HISTORY FOR DISPATCH OFFICES
The Company has experienced significant growth over the past few years,
primarily as result of opening new dispatch offices. Over half of the Company's
dispatch offices have been open for less than one year. As a result, there is no
assurance that the newer dispatch offices will grow at the rates achieved at
other dispatch offices or that newer dispatch offices will achieve
profitability.
DEPENDENCE ON AVAILABILITY OF TEMPORARY WORKERS
The Company must continually attract reliable temporary workers in order to
meet customer needs. The Company competes for such workers with other temporary
personnel companies, as well as actual and potential customers, some of which
seek to fill positions with either regular or temporary employees. In addition,
the Company's temporary workers sometimes become regular employees of the
Company's customers. From time to time, during peak periods, the Company
experiences shortages of available temporary workers. The failure to attract
reliable temporary workers would have a material adverse effect on the Company's
business, financial condition and results of operations.
6
<PAGE>
CONTROL BY OFFICERS AND DIRECTORS
As of June 13, 1996, the Company's officers and directors and their
affiliates, in the aggregate, controlled 17.9% of the Common Stock and 68.1% of
the Company's Series A Preferred Stock, $0.667 par value (the "Preferred
Stock"), which represented in the aggregate 25.3% of the voting power of the
capital stock of the Company. As a result, in certain circumstances, these
shareholders, acting together, may be able to determine matters requiring
approval of the shareholders of the Company, including the election of the
Company's directors, or, voting as a separate class, they may delay, defer, or
prevent a change in control of the Company. In addition, holders of the
Company's subordinated debt have the contractual right to nominate one person
for election as a director.
VOLATILITY OF STOCK PRICE
The price of the Company's Common Stock has been, and is likely to continue
to be, highly volatile. The market price of the Common Stock has fluctuated
substantially in recent periods. Future announcements concerning the Company or
its competitors, quarterly variations in operating results, introduction or
changes in pricing policies by the Company or its competitors, changes in market
demand, weather patterns and other acts of nature that may affect or be
perceived to affect demand for the Company's services, or changes in sales
growth or earnings estimates by analysts, among other factors, could cause the
market price of the Common Stock to fluctuate substantially. In addition, stock
markets have experienced extreme price and volume volatility in recent years.
This volatility has had a substantial effect on the market prices of securities
for reasons frequently unrelated to the operating performance of the specific
companies. These broad market fluctuations may materially and adversely affect
the market price of the Common Stock. For the foregoing reasons, there can be no
assurance that the market price of the Common Stock will not decline or
experience extreme volatility.
NO CASH DIVIDENDS ON COMMON STOCK
The Company has never paid dividends on its Common Stock. The Company
anticipates that for the foreseeable future, it will continue to retain its
earnings for the operation and expansion of its business, and that it will not
pay cash dividends on its Common Stock. In addition, the Company's credit
agreements restrict the Company's ability to pay common stock dividends unless
certain financial covenants are satisfied.
SHARES ELIGIBLE FOR FUTURE SALE
Sales of substantial amounts of shares of Common Stock in the public market
following the offering could have an adverse impact on the market price of the
Common Stock. As of October 30, 1996, the Company had approximately 12.4 million
shares of Common Stock outstanding. Substantially all of these shares have been
registered under the Securities Act of 1933, as amended (the "Securities Act")
or are otherwise freely tradeable.
The Company has reserved 750,000 shares of Common Stock available for grants
under its 1996 Stock Purchase Plan and Stock Option Plan. As of June 13, 1996
the Company had options outstanding to purchase 188,100 shares and warrants
outstanding to purchase 1,059,552 shares of Common Stock. The Company has filed
registration statements under the Securities Act covering the shares of Common
Stock issuable under the warrants and the Company's Stock Purchase Plan and
Stock Option Plan. Shares issued upon the exercise of options covered thereby
generally will be freely tradeable in the open market (subject to Rule 144
limitations applicable to affiliates). No predictions can be made as to the
effect, if any, that future sales of Common Stock or the availability of Common
Stock for sale will have on the market price prevailing from time to time.
7
<PAGE>
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Common Shares
offered by the Selling Shareholders, nor will any such proceeds be available for
use by the Company or otherwise for the Company's benefit. See "Selling
Shareholders."
SELLING SHAREHOLDERS
The following table sets forth certain information regarding the beneficial
ownership of the Common Shares as of June 18, 1996 and as adjusted to reflect
the sale of the Common Shares offered hereby for all Selling Shareholders:
<TABLE>
<CAPTION>
SHARES OF SHARES OF SHARES OF
COMMON STOCK COMMON STOCK COMMON STOCK
OWNED PRIOR TO TO BE SOLD IN OWNED AFTER % BENEFICIALLY OWNED
NAME OF SELLING SHAREHOLDER THE OFFERING OFFERING OFFERING AFTER OFFERING (1)
- ------------------------------------------------ -------------- -------------- -------------- ---------------------
<S> <C> <C> <C> <C>
Allied Investment Corporation (2)............... 511,776 511,776 -- --
Bangs, David L. (3)............................. 13,500 13,500 -- --
Barnes, Dexter & Mary........................... 9,000 9,000 -- --
Batastini, Ralph................................ 59,250 59,250 -- --
Beauvoix Trust, Britten......................... 18,000 18,000 -- --
Bruce, John M................................... 19,050 6,750 12,300 *
Callahan, Bobby Dean............................ 9,000 9,000 -- --
Caplan, James (4)............................... 284,504 284,504 -- --
Carlsen, Ron C.................................. 2,250 2,250 -- --
Cleveland, Misty (5)............................ 7,500 7,500 -- --
Cohen Trust, Kenneth............................ 57,987 11,250 46,737 *
DeMeester Family Partners....................... 9,900 9,900 -- --
Dempsey IRA, Ilene.............................. 12,600 12,600 -- --
Dempsey, Edward and Ilene....................... 13,158 13,158 -- --
Dempsey IRA, Edward............................. 53,466 53,466 -- --
Doucette, Daryl (5)............................. 30,987 30,987 -- --
Enget, Dwight G. (5)............................ 125,850 125,850 -- --
Everen Securities, Inc.......................... 18,000 18,000 -- --
Ferrell, Jacqleen............................... 2,625 2,625 -- --
Funk, Cynthia (5)............................... 8,483 8,483 -- --
Funk, Cynthia and Todd.......................... 18,450 18,450 -- --
Gibson, Michael (5)............................. 22,974 22,974 -- --
Gilbert, Keith B. (5)........................... 7,500 7,500 -- --
Giles, Jerry.................................... 27,113 22,500 4,613 *
Grant, Kimberly................................. 26,250 18,000 8,250 *
Hackett, Raymond C.............................. 4,800 4,800 -- --
Hamersly, Wayne M............................... 4,500 4,500 -- --
Hampton, Ken (5)................................ 7,500 7,500 -- --
Henry, Howard (5)............................... 18,000 18,000 -- --
Hapler, Lavelle Y............................... 18,443 18,443 -- --
Herr, Brad E. (6)............................... 37,796 37,796 -- --
Hjorten, Patrick................................ 9,000 9,000 -- --
Holifer, Mark L................................. 9,000 9,000 -- --
Holmgren, Donald and Dorothy.................... 35,157 35,157 -- --
Hund, Charles Patrick........................... 40,500 27,300 13,200 *
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
SHARES OF SHARES OF SHARES OF
COMMON STOCK COMMON STOCK COMMON STOCK
OWNED PRIOR TO TO BE SOLD IN OWNED AFTER % BENEFICIALLY OWNED
NAME OF SELLING SHAREHOLDER THE OFFERING OFFERING OFFERING AFTER OFFERING (1)
- ------------------------------------------------ -------------- -------------- -------------- ---------------------
<S> <C> <C> <C> <C>
Jones, Peter.................................... 3,000 3,000 -- --
Junck, Ronald (7)............................... 64,737 64,737 -- --
K&J Farms, Inc.................................. 18,000 18,000 -- --
Keator, Mary L. (5)............................. 9,000 9,000 -- --
Kupers Trust, Kyle D............................ 9,000 9,000 -- --
Labor Ready 401 Stock Account................... 1,796 1,796 -- --
LaFace, Delbert................................. 99,000 99,000 -- --
LaMear, Barbara A............................... 4,500 4,500 -- --
Laxton, Dennis.................................. 17,580 17,580 -- --
Leason, Harvey G................................ 7,500 7,500 -- --
Lella Family Trust.............................. 14,250 14,250 -- --
Lunkes, Joseph C. (3)........................... 4,500 4,500 -- --
Manry, John P................................... 66,000 66,000 -- --
McChesney, Thomas (8)........................... 43,737 43,737 -- --
McCune Trust, David & Debra..................... 16,838 16,838 -- --
Miraglia Trust, Attilio......................... 9,750 9,750 -- --
Miraglia Trust, Stephen......................... 35,159 35,159 -- --
Newton, William................................. 32,210 32,210 -- --
Newton Family LLC............................... 180,000 180,000 -- --
Nicoletta, Andrew F............................. 7,500 7,500 -- --
Parker, Tracy and Wynn.......................... 4,500 4,500 -- --
Peterson, Ralph E. (9).......................... 45,000 45,000 -- --
Peterson, William............................... 54,000 54,000 -- --
Pettingill, Robert F............................ 5,400 5,400 -- --
Quinton, Carlyn A............................... 18,000 18,000 -- --
Reprints, Inc................................... 9,000 9,000 -- --
Ringdahl, Mindi (5)............................. 15,000 15,000 -- --
Rosendahl, Steven F............................. 7,500 7,500 -- --
Sabo, John Scott (5)............................ 45,869 45,869 -- --
Seacoast Capital Partners Limited Partnership
(3)........................................... 511,776 511,776 -- --
Seago IRA, Susan C.............................. 11,250 11,250 -- --
Schneider, Jim.................................. 7,500 7,500 -- --
Slate, William and Linda........................ 13,575 4,800 8,775 *
Smith, Andrew D. (3)............................ 4,500 4,500 -- --
Spiker & Associates............................. 184,500 150,000 34,500 *
Sullivan, Robert (10)........................... 10,500 10,500 -- --
Talbot, Ronald J................................ 13,350 13,350 -- --
Tedesco, Carolyn (12)........................... 3,750 3,750 -- --
Thompson, William............................... 19,737 19,737 -- --
Trujillo, David (11)............................ 16,500 16,500 -- --
Van Avery, Dennis (5)........................... 23,093 23,093 -- --
Watkins, Boyd................................... 4,500 4,500 -- --
Welstad, Lee Ann & T............................ 93,873 92,448 950 *
Welstad, Sherman................................ 9,000 9,000 -- --
Welstad, T. Eric (5)............................ 60,000 60,000 -- --
Welstad, Todd (5)............................... 96,000 96,000 -- --
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
SHARES OF SHARES OF SHARES OF
COMMON STOCK COMMON STOCK COMMON STOCK
OWNED PRIOR TO TO BE SOLD IN OWNED AFTER % BENEFICIALLY OWNED
NAME OF SELLING SHAREHOLDER THE OFFERING OFFERING OFFERING AFTER OFFERING (1)
- ------------------------------------------------ -------------- -------------- -------------- ---------------------
<S> <C> <C> <C> <C>
Williams, Gerald & Irene........................ 17,580 17,580 -- --
Totals...................................... 3,503,179 3,373,379
</TABLE>
- ------------------------
* Indicates less than 1%.
(1) Beneficial ownership is calculated in accordance with Rule 13d-3(d)(1) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
includes shares of Common Stock issuable upon exercise of options, warrants
and other securities convertible into or exchangeable for Common Stock
("Convertible Securities") currently exercisable or exercisable within 60
days of June 18, 1996.
(2) Represents shares of Common Stock issuable upon exercise of warrants held by
Allied Investment Corporation for 271,242 shares, Allied Investment
Corporation II for 133,061 shares, and Allied Capital Corporation II for
107,474 shares, a family of investment companies whose investments are
managed by Allied Capital Corporation. The exercise price of the warrants is
$7.78 per share and the warrants expire on October 31, 2002.
(3) Represents shares of Common Stock issuable upon exercise of warrants that
are currently exercisable at an exercise price of $7.78 per share and which
expire on October 31, 2002.
(4) James Caplan is a consultant to the Company on shareholder communications
and related matters.
(5) Employee of the Company.
(6) Brad E. Herr serves as legal counsel to the Company.
(7) Ronald L. Junck is the Secretary, general counsel and a director of the
Company.
(8) Thomas E. McChesney is a director of the Company. Includes 28,737 shares of
Common Stock held individually by Thomas E. McChesney and 15,000 shares of
Common Stock held by Elizabeth R. McChesney, his wife.
(9) Ralph E. Peterson is the Chief Financial Officer, Assistant Secretary and a
director of the Company. 30,000 of his 45,000 shares of Common Stock are
issuable upon the exercise of stock options at an exercise price of $7.93
per share.
(10) Robert Sullivan is a director of the Company.
(11) David Trujillo was employed by the Company in a management capacity during
1994. Mr. Trujillo is no longer employed by the Company.
(12) Carolyn Tedesco is the President and owner of TranSecurities International,
Inc., the Company's transfer agent.
PLAN OF DISTRIBUTION
This Prospectus, and the Registration Statement of which it is a part, is
filed pursuant to Rule 415 promulgated by the Commission under the Securities
Act. The distribution of shares by the Selling Shareholders or their pledgees,
donees, transfees or other successors in interest, if any, may be effected from
time to time in one or more transactions (which may include block transactions)
on the open market in ordinary course broker or dealer transactions (not
involving an underwritten public offering) on the Nasdaq National Market, on
which the Company's Common Stock is listed, in privately negotiated
transactions, in transactions pursuant to Rule 144 under the Securities Act or
in 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 prices
otherwise negotiated.
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The Selling Shareholders, or their pledgees, donees, transfees or other
successors in interest, may effect such transactions by selling shares to or
through brokers or dealers, and such brokers and dealers may receive
compensation in the form of commissions from the Selling Shareholders and/or the
purchasers of shares for whom such broker-dealers may act as agent. The Selling
Shareholders and any broker-dealers that participate in the distribution may be
deemed to the "underwriters" within the meaning of Section 2(11) of the
Securities Act and any commission received by them and any profit on the resale
of shares sold by them may be deemed to be underwriting discounts and
commissions.
LEGAL MATTERS
The validity of the shares offered hereby will be passed upon by Preston
Gates & Ellis, Seattle, Washington. As of October 29, 1996, attorneys in the
firm of Preston Gates & Ellis in the aggregate owned 3,180 shares of Common
Stock.
EXPERTS
The financial statements incorporated by reference in this Prospectus and in
the Registration Statement have been audited by BDO Seidman, LLP, independent
certified public accountants, to the extent and for the periods set forth in
their report incorporated herein and in the Registration Statement, and are
included in reliance upon such report given upon the authority of said firm as
experts in auditing and accounting.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Exchange Act
and in accordance therewith files reports and other information with the
Securities and Exchange Commission ("Commission"). Reports, proxy statements,
and other information filed by the Company can be inspected at the public
reference facilities of the SEC, Judiciary Plaza, 450 Fifth Street Northwest,
Washington, D.C. 20549, as well as the following Regional Offices: 7 World Trade
Center, Suite 1300, New York, New York 10048; and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies can be obtained
by mail at prescribed rates. Requests should be directed to the SEC's Public
Reference Section, Judiciary Plaza, 450 Fifth Street Northwest, Washington, D.C.
20549.
The Company has filed with the Commission a Registration Statement on Form
S-3 under the Securities Act with respect to the Common Shares offered hereby.
This Prospectus, which constitutes a part of the Registration Statement, omits
certain of the information contained in the Registration Statement and the
exhibits and schedules thereto filed with the Commission pursuant to the
Securities Act and the rules and regulations of the Commission thereunder. The
Registration Statement, including exhibits and schedules thereto, may be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 and copies may be
obtained at prescribed rates from the Public Reference Section of the Commission
at its principal office in Washington, D.C. Statements contained in this
Prospectus as to the contents of any contract or other document referred to are
not necessarily complete and in each instance reference is made to the copy of
such contract or other document filed as an exhibit to the Registration
Statement, each such statement being qualified in all respects by such reference
to the exhibit for a more complete description of the matter involved.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed below have been filed by the Company with the
Commission under the Exchange Act or the Securities Act and are incorporated
herein by reference:
1. Annual Report on Form 10-K and Form 10-K/A for the fiscal year ended
December 31, 1995;
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<PAGE>
2. All documents filed by the Company pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the Offering; such documents
shall be deemed to be incorporated by reference in this Prospectus and to be
part hereof from the date of filing such documents; and
3. Prospectus dated June 12, 1996 filed pursuant to Rule 424(b)(4) of
the Securities Act, and any amendment or supplement thereto, included in the
Company's Registration Statement No. 333-3183, which includes a description
of the Common Stock.
Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document that also is or is deemed to be
incorporated by reference herein 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 Prospectus.
Copies of all documents that are incorporated herein by reference (not
including the exhibits to such documents, unless such exhibits are specifically
incorporated by reference into the information that this Prospectus
incorporates) will be provided without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or oral
requests. Requests should be directed to the Assistant Secretary of the Company,
1016 South 28th Street, Tacoma, WA 98409 telephone (206) 383-9101.
12
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NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER OF ANY SECURITIES OTHER THAN THOSE TO WHICH IT RELATES OR AN OFFER TO
SELL, OR A SOLICITATION OF AN OFFER TO BUY TO ANY PERSON IN ANY JURISDICTION IN
WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY OFFER OR SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Prospectus Summary............................. 2
Risk Factors................................... 3
Use of Proceeds................................ 8
Selling Shareholders........................... 8
Plan of Distribution........................... 10
Legal Matters.................................. 11
Experts........................................ 11
Available Information.......................... 11
Incorporation of Certain Documents By
Reference.................................... 11
</TABLE>
3,373,379 SHARES
[LOGO]
COMMON STOCK
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PROSPECTUS
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DECEMBER 16, 1996
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