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SCHEDULE 14A INFORMATION
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
LABOR READY, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
LABOR READY, INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[LOGO]
Tacoma, Washington
March 31, 1998
Dear Shareholders:
The Board of Directors has authorized a Special Meeting of the Company's
shareholders, to be held at the Company's headquarters, 1016 South 28th Street,
Tacoma, Washington, on Thursday, May 7, 1998 at 2:00 p.m. (Pacific Daylight
Time).
The primary purpose of the meeting is to approve an increase in authorized
shares to continue the Company's practice of effecting substantial stock
dividends and to authorize additional shares for the stock benefit plans. These
plans are important in attracting and retaining employees essential to the
Company's dynamic growth. The matters to be acted upon are described in the
accompanying Notice of Special Meeting and Proxy Statement.
We expect the meeting to be very brief and essentially report only the
results of the shareholders' voting. We expect to hold our annual meeting of
shareholders in August, just as we have for several years. At the annual
meeting, we report on Labor Ready's operations and respond to any questions you
may have. Consequently, while you are welcome to attend the Special Meeting,
please be aware that we will not be giving reports on the Company's operations.
NEVERTHELESS, YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO
ATTEND, IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED. PLEASE SIGN, DATE, AND
MAIL THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE PREPAID
ENVELOPE IN ORDER TO ENSURE THAT YOUR VOTE IS COUNTED. IF YOU ATTEND THE
MEETING, YOU WILL, OF COURSE, HAVE THE RIGHT TO VOTE YOUR SHARES IN PERSON.
Very truly yours,
[LOGO]
Glenn A. Welstad
CHAIRMAN OF THE BOARD,
CHIEF EXECUTIVE OFFICER AND
PRESIDENT
<PAGE>
LABOR READY, INC.
1016 SOUTH 28TH STREET
TACOMA, WASHINGTON 98409
------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
MARCH 31, 1998
------------------------
To the Shareholders:
A Special Meeting of the Shareholders of Labor Ready, Inc., a Washington
corporation, will be held at the Company's headquarters, 1016 South 28th Street,
Tacoma, Washington, on Thursday, May 7, 1998, at 2:00 p.m. (Pacific Daylight
Time) for the following purposes:
1. To amend the Company's Articles of Incorporation to authorize the
issuance of up to 100,000,000 shares of common stock and 20,000,000
shares of preferred stock;
2. To approve an increase of 1,400,000 shares available for grant under the
Company's 1996 Employee Stock Option and Incentive Plan; and
3. To approve an increase of 600,000 shares available for grant under the
Company's 1996 Employee Stock Purchase Plan.
Only shareholders of record at the close of business on March 26, 1998 will
be entitled to notice of, and to vote at, the Special Meeting and any
adjournments thereof.
By Order of the Board of Directors
[LOGO]
Ronald L. Junck, SECRETARY
Tacoma, Washington
March 31, 1998
YOUR VOTE IS IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE URGED TO DATE AND
SIGN THE ENCLOSED PROXY CARD AND RETURN IT AS PROMPTLY AS POSSIBLE IN THE
ENCLOSED STAMPED AND ADDRESSED ENVELOPE IN ORDER THAT THE PRESENCE OF A QUORUM
MAY BE ASSURED. THE GIVING OF SUCH PROXY DOES NOT AFFECT YOUR RIGHT TO REVOKE IT
LATER OR VOTE YOUR SHARES IN PERSON IN THE EVENT THAT YOU SHOULD ATTEND THE
MEETING.
<PAGE>
LABOR READY, INC.
1016 SOUTH 28TH STREET
TACOMA, WASHINGTON 98409
------------------------
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
THURSDAY, MAY 7, 1998
------------------------
This Proxy Statement is furnished by the Board of Directors of Labor Ready,
Inc., a Washington corporation (the "Company" or "Labor Ready"), to the holders
of common stock, no par value, of the Company (the "Common Stock"), in
connection with the solicitation of proxies by the Board of Directors for use at
the 1998 Special Meeting of Shareholders of the Company (the "Special Meeting"),
to be held at 2:00 p.m. (Pacific Daylight Time) on Thursday, May 7, 1998, at the
Company's headquarters, 1016 South 28th Street, Tacoma, Washington, and at any
adjournment thereof.
REVOCATION OF PROXIES. Shareholders who execute proxies retain the right to
revoke them at any time before they are voted. A proxy may be revoked: (i) by
written notice to the Corporate Secretary of the Company at 1016 South 28th
Street, Tacoma, Washington 98409; (ii) by submission of a proxy with a later
date; (iii) by a written request delivered in person to return the executed
proxy; or (iv) by attending the Special Meeting and voting at the Special
Meeting. A shareholder's right to revoke his or her proxy is not limited by or
subject to compliance with a specified formal procedure, but written notice
should be given to the Secretary of the Company at or before the meeting so that
the number of shares represented by proxy can be recomputed.
VOTING OF PROXIES. When proxies are returned properly executed, the shares
represented thereby will be voted, and will be voted in accordance with the
shareholders' directions. Shareholders are urged to specify their choices by
marking the appropriate box on the enclosed proxy card; if no choice has been
specified, the shares will be voted FOR PROPOSALS 1, 2 and 3, and with respect
to any other business that may come before the meeting, as recommended by the
Board of Directors. A shareholder may vote for, against, or abstain from voting
on, any matter that may properly come before the meeting.
QUORUM. Shares represented by proxies containing an abstention as to any
matter will be treated as shares that are present and entitled to vote for
purposes of determining a quorum. Similarly, shares held by brokers or nominees
for the accounts of others as to which voting instructions have not been given
("Broker Non-Votes") will be treated as shares that are present and entitled to
vote for purposes of determining a quorum.
EFFECT OF ABSTENTIONS AND BROKER NON-VOTES. Abstentions and Broker
Non-Votes will have no effect in the amendment of the Option Plan or the Stock
Purchase Plan, but will have the effect of a "no" vote for the proposal to amend
the Articles of Incorporation.
RECORD DATE. Shareholders of record at the close of business on March 26,
1998 are entitled to vote at the Special Meeting. At March 26, 1998, the Company
had 18,497,944 shares of Common Stock outstanding, and there were 2,882,530
shares of preferred stock outstanding. Each share of Common Stock entitles the
holder thereof to one vote and each share of preferred stock is entitled to one
vote.
DISCRETIONARY AUTHORITY. If any matters not specified in this Proxy
Statement come before the meeting, eligible shares will be voted as specified by
the named proxies pursuant to discretionary authority
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granted in the proxy. At the time this Proxy Statement was printed, management
was not aware of any other matters to be voted on.
SOLICITATION OF PROXIES. The Company has retained W.F. Doring & Co., Inc.,
Jersey City, N.J. to assist in the solicitation of proxies. The Company
estimates the approximate cost of such proxy solicitation to be $10,000. In
addition, Proxies may be solicited by officers, directors and regular
supervisory and executive employees of the Company, none of whom will receive
any additional compensation for their services.
MAILING AND FORWARDING OF PROXY MATERIALS. This Proxy Statement and the
enclosed proxy card are first being mailed to shareholders on or about April 1,
1998. The Company will also arrange with brokerage firms and other custodians,
nominees and fiduciaries to forward proxy solicitation material to certain
beneficial owners of the Company's common stock and the Company will reimburse
such brokerage firms, custodians, nominees and fiduciaries for reasonable
out-of-pocket expenses incurred by them in connection therewith.
EXECUTIVE OFFICES. The principal executive office of the Company is 1016
South 28th Street, Tacoma, Washington 98409. The phone number for the Company is
(253) 383-9101.
PROPOSAL 1. AMENDMENT OF ARTICLES OF INCORPORATION
The Company is proposing an amendment to the Articles of Incorporation that
would authorize the Company to issue, from time to time, as determined by the
Board of Directors, up to 100,000,000 shares of Common Stock, no par value per
share ("Common Shares") and 20,000,000 shares of preferred stock, no par value
per share ("Preferred Shares"). The primary reason for the increase in
authorized shares is to permit the Board of Directors to continue its practice
of declaring significant stock dividends (more commonly known as stock splits).
Since 1994, the Company has declared three (3) stock dividends for both its
outstanding common and preferred stock. The Board of Directors believes that
declaring stock dividends when the Company's common stock reaches a certain
price range enables more investors to acquire the Company's shares and provides
existing shareholders with additional benefits such as increased liquidity.
Without the amendment, the Company would likely be unable continue this
practice.
If the proposed amendment is approved, the Board of Directors would be
empowered, without the necessity of further action or authorization by the
Company's shareholders (unless such action or authorization is required in a
specific case by applicable laws or regulations), to authorize the issuance of
the Common Shares and Preferred Shares. The Board of Directors could issue the
Common Shares from time to time at such price and in such amounts as determined
by the Board of Directors. The Board of Directors could also issue the Preferred
Shares from time to time in one or more series or classes, and fix by resolution
the designations, preferences, limitations, and relative rights of each such
series or class. Although the Common Shares would have the same rights as other
Common Shares currently outstanding, each series or class of Preferred Shares
could, as determined by the Board of Directors at the time of issuance, rank,
with respect to dividends and redemption and liquidation rights, senior to the
Company's Common Shares. Currently, 25,000,000 shares of Common Stock are
authorized by the Company's Articles of Incorporation and 18,497,944 shares are
outstanding, and 5,000,000 shares of preferred stock are authorized by the
Company's Articles of Incorporation and 2,882,530 shares are outstanding.
The proposal to increase the authorized shares of preferred stock could have
the effect of discouraging an offer to acquire the Company. Since the Company
already has a class of preferred stock outstanding, however, of which more than
67% is owned by the Company's chief executive officer, the Company believes that
the additional anti-takeover effect of the increase in authorized shares of
preferred stock is insignificant.
Although the primary reason for the increase in authorized Common Shares and
Preferred Shares is to facilitate declaring additional stock dividends, each of
the Common and Preferred Shares will provide authorized and unissued shares that
may be used by the Company for any proper corporate purpose. Such
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purpose might include, without limitation, issuance in public or private sales
for cash as a means of obtaining additional capital for use in the Company's
business and operations or issuance as part or all of the consideration required
to be paid by the Company in the acquisition of other businesses or properties.
Although the Company continues to evaluate potential acquisitions, the Company
has no current plans to acquire any other business or properties.
It is not possible to state the precise effect of the authorization of the
Preferred Shares upon the rights of the holders of the Company's Common Shares
until the Board of Directors determines the respective preferences, limitations,
and relative rights of the holders of each class or series of the Preferred
Shares. However, such effect might include: (a) reduction of the amount
otherwise available for payment of dividends on Common Shares, to the extent
dividends are payable on any issued Preferred Shares; (b) restrictions on
dividends on the Common Shares; (c) dilution of the voting power of the Common
Shares to the extent that the Preferred Shares had voting rights; (d) conversion
of the Preferred Shares into Common Shares at such prices as the Board
determines, which could include issuance at below the fair market value or
original issue price of the shares of Common Shares, and (e) the holders of
Common Shares not being entitled to share in the Company's assets upon
liquidation until satisfaction of any liquidation preference granted to holders
of the Preferred Shares.
Although the Board of Directors would authorize the issuance of additional
Preferred Shares based on its judgment as to the best interests of the Company
and its shareholders, the issuance of authorized Preferred Shares could have the
effect of diluting the voting power per share and could have the effect of
diluting the book value per share of the outstanding Common Shares.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE AMENDMENT OF THE COMPANY'S
ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED COMMON SHARES AND PREFERRED
SHARES OF THE COMPANY.
PROPOSAL 2. APPROVAL OF AMENDMENT OF THE 1996 STOCK OPTION AND INCENTIVE PLAN
At the Special Meeting, the shareholders will be requested to approve
amending the Company's 1996 Employee Stock Option and Incentive Plan (the
"Option Plan") to increase the number of shares available for grant under the
Option Plan by 1,400,000 from the aggregate of 750,000 shares currently
available under the Option Plan and the 1996 Employee Stock Purchase Plan (the
"Purchase Plan").
The Company has grown rapidly in the last two years, adding 94 new offices
in 1996 and 116 new offices in 1997, with 167 new offices planned for 1998. This
growth, combined with the hiring of new supervisory personnel to manage the
branch manager for these offices, has significantly expanded the pool of
employees to which stock options have been or will be granted. Especially as the
Company has expanded nationally, the Company competes with other national
companies for the services of these employees and must be able to offer
comparable compensation benefits. The Board of Directors believes that granting
stock options to employees is critical to the Company's ability to recruit and
retain competent, motivated employees and recommends that shareholders vote for
approval of the amendment to the Option Plan.
DESCRIPTION OF THE OPTION PLAN
The purpose of the Option Plan is to further the growth, development and
financial success of the Company by aligning the personal interests of key
employees, through the ownership of shares of the Company's Common Stock and
through other incentives, to those of the Company's shareholders. The Option
Plan allows the grant of incentive stock options, nonqualified stock options,
stock appreciation rights and other rights based on the Company's stock
(collectively, "awards"). The Option Plan is intended to provide flexibility to
the Company in its ability to compensate key employees and to motivate, attract
and retain the services of such key employees who have the ability to enhance
the value of the Company and its Subsidiaries.
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NUMBER OF SHARES RESERVED FOR THE OPTION PLAN. As approved by the
shareholders at the Annual Meeting of Shareholders in 1996, the number of Shares
that may be issued under the Option Plan shall not, together with the aggregate
number of Shares issued pursuant to the Purchase Plan, exceed 750,000 Shares.
The actual number of Shares to be issued under this Plan shall be determined in
the discretion of the Board of Directors. A maximum of fifteen percent (15%) of
the Shares authorized under this Plan may be issued pursuant to Other Stock
Based Awards. The Shares may consist, in whole or in part, of authorized and
unissued Shares, or of treasury Shares. No fractional Shares shall be issued
under the Option Plan. The number of shares is subject to adjustment in the
event of stock dividends, stock splits, combination of shares,
recapitalizations, or other changes in the outstanding common stock.
ELIGIBLE EMPLOYEES. The Compensation Committee may select for a grant under
the Option Plan any executive, managerial, professional, technical or
administrative employee of the Company, any Subsidiary or any Affiliate who is
expected to contribute to its success. However, certain rules mandated by
federal and state income tax law may limit the ability of certain employees to
receive incentive stock options.
PRICE PER SHARE. For incentive stock options and Director Options, the
exercise price must be not less than the fair market value on the date such
option is granted, as determined by the Compensation Committee. For nonqualified
options, the exercise price is determined by the Compensation Committee. Stock
appreciation rights may be granted, at a price not less than the fair market
value on the date of grant, either in tandem with a stock option or independent
of any stock option.
COMMITTEE DISCRETION. The Committee has full and exclusive power to select
eligible employees and consultants to whom awards are granted, determine the
size and types of awards, determine the terms and conditions of awards,
determine the payment requirements for exercise of awards, interpret the Option
Plan and establish, amend or waive rules and regulations for the Option Plan's
administration, and otherwise make all decisions necessary to administer the
Option Plan.
DIRECTOR OPTIONS. The Option Plan also provides for the grant to Directors
of the Company an annual grant of a nonqualified option for 2,000 shares on the
first business day of each January exercisable at the fair market value of the
Company's common stock. In addition, the Board of Directors may grant
nonqualified options to a director upon his or her initial election or
appointment to the Board of Directors.
AMENDMENT, DISCONTINUANCE OR TERMINATION OF THE OPTION PLAN. The Board
shall have the right to amend, modify, or terminate the Option Plan at any time
without notice, except that amendments and termination will not affect options
or awards then outstanding. In addition, amendments of the Option Plan will not,
except for adjustments related to changes in the Company's capitalization,
increase the total number of shares to be offered or otherwise increase the
benefits under the Option Plan unless shareholder approval is obtained.
ADMINISTRATION. The Option Plan will be administered by the Board, which
has the power to make, administer, and interpret such rules and regulations as
it deems necessary to administer the Option Plan.
VESTING AND OTHER RESTRICTIONS. The Compensation Committee has the right to
determine the terms and conditions of awards under the Option Plan, including
vesting requirements. The shares subject to the Option Plan will be registered
under applicable federal and state securities laws.
FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE OPTION PLAN
The federal income tax consequences of an employee's participation in the
Option Plan are complex and subject to change. The following discussion is only
a summary of the general rules applicable to options and is not intended to be
exhaustive and does not address all matters that may be relevant to a particular
optionee based on his or her particular situation. This summary addresses only
current U.S. federal income tax law and expressly does not discuss the income
tax law of any state, municipality, or non-
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U.S. jurisdiction or gift, estate or other tax laws. The Company advises all
optionees to consult their own tax advisors concerning the tax implications of
option grants and exercises and the disposition of stock acquired upon such
exercises.
INCENTIVE STOCK OPTIONS
If an option granted under the Option Plan is treated as an incentive stock
option, the optionee will not recognize any income upon either the grant or the
exercise of the option and the Company will not be allowed a deduction for
federal tax purposes. Upon a sale of any shares acquired pursuant to the
exercise of an incentive stock option, the tax treatment to the optionee and the
Company will depend primarily upon whether the optionee has met certain holding
period requirements at the time he or she sells the shares. In addition, as
discussed below, the exercise of an incentive option may subject the optionee to
alternative minimum tax liability.
If an optionee exercises an incentive stock option and does not dispose of
the shares received within two years after the date of the grant of such option
or within one year after transfer of the shares to him, any gain realized upon
disposition of such shares will be characterized as long-term capital gain and,
in such case, the Company will not be entitled to a federal or state tax
deduction. At the current time, the federal tax rate on long-term capital gain
is capped at 28% for shares held more than twelve months but not more than
eighteen months after exercise and at 20% for shares held more than eighteen
months after exercise.
If the optionee disposes of the shares either within two years after the
date that the option is granted or within one year after the transfer of the
shares to him, such disposition will be treated as a "disqualifying disposition"
with the result that an optionee will recognize ordinary income in an amount
generally measured as the difference between the exercise price and the lower of
the fair market value of the shares on the date of exercise or the amount
realized on the disposition of the shares. A different rule for measuring
ordinary income upon such a premature disposition may apply if the optionee is
also an officer, director or ten percent shareholder of the Company. Any gain or
loss recognized on such premature sale of shares in excess of the amount treated
as ordinary income will be characterized as capital gain or loss. In the event
of a disqualifying disposition, the Company may withhold income taxes from the
optionee's compensation with respect to the ordinary income realized by the
optionee as a result of the disqualifying disposition.
The exercise of an incentive stock option may subject an optionee to
alternative minimum tax liability because the excess of the fair market value of
the shares at the time an incentive stock option is exercised over the option
price of such shares is included in income. Consequently, an optionee may be
obligated to pay alternative minimum tax in the year he exercises an incentive
stock option.
In general, there will be no federal income tax consequences to the Company
upon the grant, exercise or termination of an incentive stock option. However,
in the event an optionee sells or disposes of stock received upon the exercise
of an incentive stock option in a disqualifying disposition, the Company will be
entitled to a deduction for federal income tax purposes in an amount equal to
the ordinary income, if any, recognized by the optionee upon disposition of the
shares.
NONQUALIFIED STOCK OPTIONS.
Nonqualified stock options granted under the Option Plan do not qualify as
"incentive stock options" and will not qualify for any special tax benefits to
the optionee. An optionee will not recognize any taxable income at the time
granted a nonqualified option. However, upon exercise of such nonqualified
option, the
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optionee will recognize ordinary compensation income for federal income tax
purposes measured by the excess of the then fair market value of the shares over
the option price. The income realized by the optionee will be subject to income
tax withholding by the Company out of the regular compensation paid to the
optionee. If such compensation is not sufficient to pay the withholding tax, the
optionee will be required to make a direct payment to the Company for any excess
tax liability.
Upon a disposition of any shares acquired pursuant to the exercise of a
nonqualified stock option, the difference between the sale price and the
optionee's basis in the shares will be treated as a capital gain or loss and
will be characterized as long-term capital gain or loss if the shares have been
held for more than twelve (12) months at the date of their disposition. The
optionee's basis for determination of gain or loss upon the subsequent
disposition of shares acquired upon the exercise of a nonqualified stock option
will be the amount paid for such shares plus any ordinary income recognized as a
result of the exercise of such option.
In general, there will be no federal tax consequences to the Company upon
the grant or termination of a nonqualified stock option or a sale or disposition
of the shares acquired upon the exercise of a nonqualified stock option;
However, upon the exercise of a nonqualified stock option, the Company will be
entitled to a deduction for federal and state income tax purposes equal to the
amount of ordinary income that an optionee is required to recognize as a result
of the exercise.
VOTE REQUIRED
The affirmative vote of the holders of a majority of the shares represented
at the Meeting is required for approval of the amendment to the Option Plan. THE
BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE AMENDMENT OF THE 1996 EMPLOYEE
STOCK OPTION AND INCENTIVE PLAN.
PROPOSAL 3. APPROVAL OF AMENDMENT OF THE 1996 EMPLOYEE STOCK PURCHASE PLAN
At the Meeting, the shareholders will be requested to approve amending the
Company's Purchase Plan, which was approved by the shareholders at the 1996
Annual Meeting of Shareholders. Shareholders will be requested to approve
amending the Purchase Plan to increase the number of shares available for grant
under the Purchase Plan by 600,000 from the aggregate 750,000 shares currently
available under the Option Plan and the Purchase Plan. The Board of Directors
recommends that shareholders vote for approval of the amended Purchase Plan so
that the Company can provide employees the opportunity to purchase the Company's
stock through payroll deductions. The Purchase Plan is intended to qualify as an
"employee stock purchase plan" under Section 423 of the Internal Revenue Code of
1986, as amended (the "Code").
The Company has grown rapidly over the last two years, adding 210 new
offices, with 167 new offices planned for 1998. This growth, combined with the
hiring of new supervisory and other administrative personnel to manage the
Company's growth, has significantly expanded the Company's employee base. The
Purchase Plan provides another benefit to employees while more directly aligning
the interests of these employees with those of shareholders. Especially as the
Company has expanded nationally, the Company competes with other national
companies for the services of these employees and must be able to offer
comparable compensation benefits. The Board of Directors believes that the
Purchase Plan helps the Company to recruit and retain competent, motivated
employees and recommends that shareholders vote for approval of the amendment to
the Purchase Plan.
DESCRIPTION OF THE PURCHASE PLAN
The purpose of the Purchase Plan is to provide eligible employees of the
Company who wish to become shareholders in the Company a convenient method of
doing so. The Board of Directors believes
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that employee participation in the ownership of the business will be to the
mutual benefit of both the employees and the shareholders.
NUMBER OF SHARES RESERVED FOR THE PURCHASE PLAN. The aggregate number of
shares of common stock that may be purchased under the Purchase Plan, together
with the aggregate number of Shares issued pursuant to the Option Plan shall not
exceed 750,000 Shares, subject to adjustment in the event of stock dividends,
stock splits, combination of shares, recapitalizations, or other changes in the
outstanding common stock. The Purchase Plan provides for the offer and sale of a
maximum 75,000 shares to be issued in any calendar year, although shares not
issued in any period may be carried over and offered in succeeding periods. If
the total number of shares for which employees elect to purchase exceeds the
number of shares then available under the Purchase Plan (after deduction of all
shares that have been purchased), the Company shall make a pro rata allocation
of the shares remaining available in as nearly a uniform manner as shall be
practicable and as it shall determine to be equitable.
ELIGIBLE EMPLOYEES. Full-time employees of the Company or any of its
subsidiaries are eligible if they meet certain conditions. To be eligible, the
employee must have completed six months of employment and the employee's
customary employment must be greater than 20 hours per week; and more than five
months in any calendar year. Any employee who owns (or would own through
participation in the Purchase Plan) shares representing 5% or more of the total
combined voting power or value of all classes of shares of the Company or its
subsidiary corporations is not permitted to participate in the Purchase Plan.
OFFERING PERIODS. Each offering period is a six-month period, with a total
of twelve separate consecutive six-month offerings under the Purchase Plan. The
first offering shall commence on July 1, 1996. Thereafter, offerings shall
commence on each subsequent January 1 and July 1, and the final offering under
this Plan shall commence on January 1, 2001 and terminate on June 30, 2001.
PRICE PER SHARE. The purchase price per share shall be the lesser of (1)
85% of the fair market value of the stock on the offering date; or (2) 85% of
the fair market value of the stock on the last business day of the offering.
Fair market value shall mean the closing price as reported on the Nasdaq Stock
Market.
PAYROLL DEDUCTIONS AND PURCHASE OF SHARES. Each eligible employee will be
allowed to deduct up to 10% (and such lesser percentage as permitted by the
Compensation Committee) of his or her base pay for purchase of shares under the
Purchase Plan. Base pay means regular straight time earnings, plus bonuses and
overtime payments, and payments for incentive compensation. Amounts deducted
from each participating employee will be credited to an account held by the
Company and accumulated for the purpose of purchasing stock under the Purchase
Plan. On each date of exercise, the entire amount in each participating employee
is used to purchase whole shares of common stock. The funds allocated to an
employee's account shall remain the property of the respective employee at all
times but may be commingled with the general funds of the Company. No
participant may purchase stock the fair market value of which exceeds $25,000
during any calendar year.
TERMINATION OF PARTICIPATION. Upon termination of employment for any reason
whatsoever, including but not limited to death or retirement, the balance in the
account of a participating employee shall be paid to the employee or his estate.
Any participating employee may withdraw from an offering at any time prior to
the last business day of such offering, in which event the Company will refund
the entire balance of his deductions as soon as practicable thereafter.
STOCK OWNERSHIP. Shares purchased by each participant will be deposited
into an account established in the participant's name at a stock brokerage or
other financial services firm designated by the Company. A participant is free
to sell or transfer the shares at any time.
AMENDMENT OR DISCONTINUANCE OF THE PURCHASE PLAN. The Board shall have the
right to amend, modify, or terminate the Purchase Plan at any time without
notice, except that amendments and termination will
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not affect the offering period then in effect. In addition, amendments of the
Purchase Plan will not, except for adjustments related to changes in the
Company's capitalization, increase the total number of shares to be offered
unless shareholder approval is obtained.
ADMINISTRATION. The Purchase Plan will be administered by the Board and has
the power to make, administer, and interpret such rules and regulations as it
deems necessary to administer the Purchase Plan.
TERMINATION OF THE PURCHASE PLAN. This Plan will terminate at the earliest
of the following: (1) June 30, 2001; (2) dissolution of the Company or the
effective date of a merger or consolidation where the Company is not the
surviving corporation (other than a merger to a related entity), provided that
prior to such event the Company may permit a participating employee to purchase
shares with moneys in his or her account; (3) the date the Board terminates the
Purchase Plan; and (4) the date when all shares reserved under the Purchase Plan
have been purchased.
NO VESTING OR OTHER RESTRICTIONS ON SALE OF STOCK PURCHASED UNDER THE
PURCHASE PLAN. The Purchase Plan is intended to provide common stock for
investment and not for resale. The Company will not impose any vesting
restrictions and does not intend to restrict or influence any employee in the
conduct of his or her own affairs. An employee, therefore, may sell stock
purchased under the Purchase Plan at any time he chooses, subject to compliance
with any applicable Federal or state securities laws. The shares subject to the
Purchase Plan will be registered under applicable federal and state securities
laws.
FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE PURCHASE PLAN
The Purchase Plan is intended to qualify as an "employee stock purchase
plan" under Section 423 of the Code. The following discussion summarizes the
principal anticipated federal income tax consequences of purchases of stock
under the Purchase Plan to participants and to the Company.
If a Purchase Plan participant is an employee of the Company at all times
during the period beginning with the date of grant and ending on the day three
months before an option awarded under the Purchase Plan is exercised (a
"qualified employee"), no federal income tax liability to the employee will
result on the grant or exercise of such option. Instead, the employee will be
liable for federal income tax on disposition of the stock acquired on exercise
of such option.
If a qualified employee holds stock acquired as the result of exercise of an
option awarded under the Purchase Plan for at least (i) two years after the
option was granted (January 1 or July 1 of the pertinent year), and (ii) one
year after the stock was acquired (the "required holding periods"), gain
recognized on a disposition of such stock will be taxed to him as follows. An
amount of such gain equal to the lesser of (1) the excess of the fair market
value of the stock at the time the option was granted over the purchase price
and (2) the amount by which the fair market value of the stock at the time of
disposition exceeds the purchase price, will be treated as ordinary compensation
income. Any additional gain on such disposition will be taxed as long-term
capital gain. If the sale price is less than the purchase price, then no
ordinary income will be realized on such disposition and the employee will
realize a long-term capital loss.
If an employee sells such stock before the expiration of the required
holding periods, he will recognize ordinary compensation income to the extent of
the difference between the purchase price and the fair market value of the stock
at the date the option was exercised. If the stock is sold for a price greater
than the fair market value of the stock at the date the option was exercised,
any gain in excess of that described in the previous sentence will be capital
gain (long-term capital gain if the disposition occurs more than twelve months
after exercise). Conversely, if the sale price is less than the fair market
value of the stock at the date of exercise, the employee will be allowed a
capital loss equal to any such difference (but will still be required to
recognize compensation income equal to the difference between the purchase price
and fair market value on date of exercise).
8
<PAGE>
Should an employee die while owning stock acquired under the Purchase Plan,
ordinary income must be reported on his or her final federal and state income
tax return. This amount will be the lesser of (1) the amount by which the fair
market value of the stock at the time the option was granted exceeded the
purchase price, or (2) the amount by which the fair market value of the stock at
the time of the employee's death exceeds the purchase price.
Even though an employee who has held stock acquired under the Purchase Plan
for the required holding periods must treat part of his or her gain on the
disposition of his stock as ordinary income, the Company may not claim a
deduction for such amount. However, where an employee disposes of stock before
the end of the required holding periods, an amount equal to the income which the
employee must report as ordinary income will be allowed as a deduction to the
Company in the year of the early disposition.
The foregoing describes the treatment of Purchase Plan participants who are
qualified employees. A Purchase Plan participant who is not a qualified employee
will not be taxable on the grant of an option under the Purchase Plan but will
be taxable on the exercise of such an option on an amount equal to the excess of
the fair market value of the stock acquired at the time the option was exercised
over the purchase price. Such amount will be treated as ordinary compensation
income. Any gain recognized on the disposition of such stock will be treated as
capital gain (long-term capital gain if the disposition occurs more than one
year after exercise). The Company will be allowed deduction at the time of
exercise equal to the compensation income recognized by the employee.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE AMENDMENT OF THE 1996
EMPLOYEE STOCK PURCHASE PLAN.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Common stock ownership of all directors and officers of the Company and all
persons known by management to be owners of five percent or more of the
Company's outstanding equity securities, as of March 25, 1998, is set forth
below. There are no other individuals known to management to be owners of five
percent or more of the outstanding shares of any class of the Company's
securities. Percentages reflected below are based on 18,497,944 common shares
and 2,882,530 preferred shares outstanding on March 25, 1998.
<TABLE>
<CAPTION>
AMOUNT OF BENEFICIAL
NAME AND ADDRESS OF BENEFICIAL OWNER TITLE OF CLASS OWNERSHIP(1) PERCENT OF CLASS
- ----------------------------------------------------- ------------------ ---------------------- -----------------
<S> <C> <C> <C>
Glenn A. Welstad..................................... Common Stock 2,633,808 14.0%
1016 South 28th Street Preferred Stock 1,962,732 68.1%
Tacoma, WA 98409
Ralph E. Peterson(2)................................. Common Stock 157,500 1.0%
Ronald Junck(3)...................................... Common Stock 107,206 *
Richard W. Gasten(4)................................. Common Stock 2,850 *
Thomas McChesney(5).................................. Common Stock 60,950 *
Robert J. Sullivan(6)................................ Common Stock 30,950 *
All Officers and Directors as a Group (11
individuals)....................................... Common Stock 3,293,263 17.4%
Preferred Stock 1,962,732 68.1%
</TABLE>
- ------------------------
* 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 March 25, 1998.
9
<PAGE>
(2) Includes currently exercisable options to purchase 67,500 shares of Common
Stock at $5.29 per share and 90,000 shares of Common Stock at $8.92 per
share.
(3) Includes currently exercisable options to purchase 1,350 shares of Common
Stock at $6.05 per share and 1,500 shares of Common Stock at $8.67 per
share.
(4) Includes currently exercisable options to purchase 1,350 shares of Common
Stock at $6.05 per share, 750 shares of Common Stock at $6.00 per share and
1,500 shares of Common Stock at $8.67 per share.
(5) Includes currently exercisable options to purchase 1,350 shares of Common
Stock at $3.32 per share, 12,500 shares of Common Stock at $19.56 per share
and 1,500 shares of Common Stock at $6.00 per share.
(6) Includes currently exercisable options to purchase 12,500 shares of Common
Stock at $19.56 per share and 1,500 shares of Common Stock at $8.67 per
share.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires the Company's officers, directors and persons who own
more than 10% of the Company's securities to file reports of securities
ownership and changes in such ownership with the Securities and Exchange
Commission ("SEC"). Officers, directors and greater than ten percent beneficial
owners also are required by rules promulgated by the SEC to furnish the Company
with copies of all Section 16(a) forms they file. To the Company's knowledge,
based solely on copies of such reports furnished to the Company, all of its
directors, officers and shareholders filed all required forms, except that each
of Mr. Dennis Diamond and Mr. Ralph A. Peterson, Jr. filed a late initial
statement of beneficial ownership on Form 3, and each of Mr. Thomas McChesney,
Robert J. Sullivan and Todd A. Welstad filed a late change of beneficial
ownership statement on Form 4, each relating to one transaction.
10
<PAGE>
EXECUTIVE COMPENSATION
The following tables set forth compensation earned by the Chief Executive
Officer and the next four most highly compensated executive officers of the
Company. None of the other executive officers of the Company received
compensation in excess of $100,000 in 1997.
SUMMARY COMPENSATION TABLE(1)
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
------------
ANNUAL SECURITIES
COMPENSATION UNDERLYING
---------- OPTIONS/
NAME AND PRINCIPAL POSITION YEAR SALARY ($) SARS (#)
- --------------------------------- ---- ---------- ------------
<S> <C> <C> <C>
Glenn A. Welstad................. 1997 $452,958 --
Chairman of the Board, 1996 401,486 --
Chief Executive Officer and 1995 375,000 --
President
Ralph E. Peterson................ 1997 $265,026 337,500
Execute Vice 1996 154,772 --
President--Corporate and 1995 -- --
Business Development
Dennis D. Diamond................ 1997 $172,917 60,225
Executive Vice President of 1996 170,233 --
Operations 1995 88,481 --
Ralph A. Peterson................ 1997 $172,739 62,250
Executive Vice President of 1996 94,402 --
Operations--Eastern Division 1995 -- --
Todd A. Welstad.................. 1997 $102,211 78,950
Chief Information Officer 1996 78,105 --
1995 52,456 --
</TABLE>
- ------------------------
(1) None of the named executives received compensation reportable under the
Restricted Stock Awards or Long-Term Incentive Plan Payouts columns.
11
<PAGE>
OPTION GRANTS DURING 1997 FISCAL YEAR
The following table provides information related to options granted to the
named executive officers during 1997.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR POTENTIAL REALIZABLE
---------------------------------------------------------- VALUE AT ASSUMED
NUMBER OF % OF TOTAL ANNUAL RATES OF STOCK
SECURITIES OPTIONS/ SARS PRICE APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OR OPTION TERM(1)
OPTIONS/ SARS EMPLOYEES IN BASE PRICE EXPIRATION ----------------------
NAME GRANTED(2) FISCAL YEAR ($/SH)(3) DATE 5% 10%
- ------------------------------------ ------------- ----------------- ----------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Dennis D. Diamond .................. 750 -- 6.58 3/11/02 $ 1,363 $ 3,013
Executive Vice President of 15,000 2% 6.00 5/13/02 $ 24,900 $ 54,900
Operations 37,500 4% 13.33 9/16/02 $ 137,888 $ 796,388
Ralph A. Peterson .................. 750 -- 6.58 3/11/02 $ 1,363 $ 3,013
Executive Vice President of 15,000 2% 6.00 5/13/02 $ 24,900 $ 54,900
Operations--Eastern Division 37,500 4% 13.33 9/16/02 $ 137,888 $ 796,388
225 -- 6.58 3/11/02 $ 409 $ 904
Todd A. Welstad .................... 15,000 2% 6.00 5/13/02 $ 24,900 $ 54,900
Chief Information Officer 50,000 6% 19.56 12/19/02 $ 270,350 $ 597,350
</TABLE>
- ------------------------
(1) The potential realizable value portion of the table illustrates value that
might be realized upon exercise of the options immediately prior to the
expiration of their term, assuming the specified compounded rates of
appreciation on the Company's Common Stock over the term of the options.
These numbers do not take into account certain provisions of the options
providing for cancellation of the option following termination of
employment.
(2) Options to acquire shares of Common Stock. The options expiring on 5/13/02
vest 25% on date of grant and 25% annually over the next three years. All
other options vest 25% per year over four years.
(3) The option exercise price may be paid in shares of Common Stock owned by the
executive officer, in cash, or in any other form of valid consideration or a
combination of any of the foregoing, as determined by the Compensation
Committee in its discretion.
OPTION EXERCISES DURING 1997 AND YEAR END OPTION VALUES
The following table provides information related to options exercised by the
named executive officers during 1997 and the number and value of options held at
year end. The Company does not have any outstanding stock appreciation rights
(SARs").
12
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT DECEMBER
DECEMBER 31, 1997 (#) 31, 1997 ($)(1)
SHARES ACQUIRED VALUE REALIZED -------------------------- ---------------------------
NAME ON EXERCISE (#) ($) EXERCISABLE/ UNEXERCISABLE EXERCISABLE/ UNEXERCISABLE
- -------------------------------- --------------- --------------- ----------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Ralph E. Peterson............... -- -- 135,000 202,500 $ 1,558,215 $ 2,337,323
Executive Vice
President--Corporate and
Business Development
Dennis D. Diamond............... -- -- 8,081 52,144 $ 118,205 $ 420,105
Executive Vice President of
Operations
Ralph A. Peterson............... -- -- 6,000 56,250 $ 65,001 $ 426,391
Executive Vice President of
Operations--Eastern Division
Todd A. Welstad................. -- -- 13,144 65,806 $ 211,048 $ 222,503
Chief Information Officer
</TABLE>
- ------------------------
(1) The closing price for the Company's common stock as reported by Nasdaq on
December 31, 1997, was $19.25.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION*
The Company's executive compensation is determined by a compensation
committee comprised of two members of the Board of Directors, Messrs. McChesney
and Sullivan. The philosophy of the Company's executive compensation program is
that compensation of executive officers should be directly and materially linked
to both the operating performance of the Company and to the interests of
shareholders.
Annual cash compensation, together with incentive compensation and grants of
stock options, is designed to attract and retain qualified executives and to
ensure that such executives have a continuing stake in the long term success of
the Company. The Compensation Committee has not historically had formal policies
or procedures with respect to executive compensation.
In late 1997, the Company retained a consulting firm to develop consistent
guidelines for stock option grants to managers and administrative staff of the
Company. The Board of Directors recently approved the plan, which calls for
annual grants of stock options to management and administrative personnel and
sets guidelines for quantities of such grants. The plan is intended to eliminate
inconsistencies in the grant of options for various managers and administrative
staff throughout the Company. The consulting firm, with input from the CEO,
recommended that each of the executive officers of the Company receive a grant
of 20,000 options per year, subject to annual approval by the Compensation
Committee.
With respect to compensation for the Company's CEO, base salary has for the
current year and prior two years been set by contract. The contract terms were
negotiated in 1995 by investors in the Company in
- ------------------------
* The report of the Compensation Committee shall not be deemed incorporated by
reference by any general statement incorporating by reference this Proxy
Statement into any filing under either the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended (together, the
"Acts"), except to the extent that the Company specifically incorporates
such report by reference; and further, such report shall not otherwise be
deemed filed under the Acts.
13
<PAGE>
connection with a financing transaction. With respect to both base salary and
incentive compensation, the Compensation Committee believes that there is
substantial basis for increasing the CEO's compensation. As illustrated by the
Stock Performance Graph below, the Company's common stock price has increased by
over 1,500% in the past three and a half years (since a market developed for its
shares), almost ten times the Company's peer group and nearly eight times the
Nasdaq Composite. In addition, revenue growth during the last five years
increased from $15.7 million to $335.4 million, an increase of 2,041%, while
earnings have increased from $269,000 to $7 million, an increase of 2,488%.
In recent years, the Compensation Committee has not granted the CEO any
additional stock options or other stock-based compensation, believing that, as
the Company's single largest shareholder, the CEO's interests are already
aligned with the interests of all shareholders. Under the consultant's study
described above, if implemented, the CEO would receive an annual option grant of
20,000 shares. However, based on the Compensation Committee's view that there is
a significant basis for increasing the CEO's compensation, the Compensation
Committee would consider granting the CEO, at his option, additional cash
compensation or stock-based compensation, or both.
With respect to other executive officers, the Compensation Committee sets
annual base salary based on recommendations of the CEO, unless the officer's
salary is established by written contract. With respect to officers that have
recently joined the Company, the recommendations are based on the CEO's
negotiations with the officer as necessary to attract such persons to become
officers of the Company. With respect to other officers, especially the CEO's
son, the Compensation Committee reviews the salaries for officers with
comparable duties at the median of companies of comparable revenue size in the
Pacific Northwest. These companies are selected informally without the use of a
compensation consultant. Annual salary increases are typically modest, except to
reflect changes in responsibilities.
In the Company's 1997 proxy statement, the Compensation Committee indicated
that the Company was developing a cash incentive bonus plan for management
employees. The draft plans were rejected and, in early 1998, the Company engaged
a consultant to assist it in developing a plan for incentive cash compensation.
The Compensation Committee expects that such plans will be implemented, at the
very latest, for 1999 and will provide that the primary basis for the plan will
be based on exceeding certain goals for earnigns per share.
Members of the Compensation Committee
Thomas E. McChesney, Chair
Robert J. Sullivan
14
<PAGE>
EMPLOYMENT AGREEMENTS
On October 31, 1995, the Company entered into an employment agreement with
Glenn Welstad, the Company's Chairman and Chief Executive Officer, which
provides for annual compensation of $31,250 per month at the inception of the
agreement, subject to annual increases on the anniversary date of the agreement
of 10% of the prior period's base salary. In addition, the employment agreement
provides for a bonus, as determined by the compensation committee, based on Mr.
Welstad's performance, and the overall performance of the Company. The term of
Mr. Welstad's employment agreement runs from October 31, 1995 through December
31, 1998.
On March 19, 1997, the Company entered into an employment agreement with
Ralph E. Peterson, the Company's Executive Vice President--Corporate and
Business Development, which provides for annual compensation of $20,000 per
month at inception of the agreement, subject to annual increases on the
anniversary date of the agreement at the discretion of the Board of Directors.
In addition, the employment agreement provides for a bonus, as determined by the
compensation committee, based on Mr. Peterson's performance, and the overall
performance of the Company. The agreement provides Mr. Peterson with options to
purchase 225,000 of the Company's common stock at its fair market value at date
of grant of $8.92. 45,000 of the options vest on the date of grant and the
balance in equal annual amounts to 2000. The agreement expires in 2000 unless
extended by mutual agreement between Mr. Peterson and the Board of Directors or
is terminated pursuant to its terms.
In August 1997, the Company entered into an employment agreement with Joseph
P. Sambataro, Jr., the Company's Executive Vice President, Chief Financial
Officer, Treasurer and Assistant Secretary, which provides for annual
compensation of $13,500 per month, subject to annual increases on the
anniversary date of the agreement at the discretion of the Board of Directors.
In addition, the employment agreement provides for a bonus, as determined by the
compensation committee, based on Mr. Sambataro's performance, and the overall
performance of the Company. The agreement provides Mr. Sambataro with options to
purchase 180,000 of the Company's common stock at its fair market value at date
of grant of $8.33. 45,000 of the options vest on the date of grant and 22,500
options vest semi-annually to 2000. The agreement expires in 2001 unless
extended by mutual agreement between Mr. Sambataro and the Board of Directors or
is terminated pursuant to its terms.
COMPENSATION OF DIRECTORS
Each nonemployee Director receives an annual retainer of $20,000, $1,000 for
attending each regular or special board of directors meeting and $500 for
attending each assigned committee meeting. The Option Plan provides for the
annual grant to Directors of the Company of a nonqualified option for 2,000
shares on the first business day of each January exercisable at the fair market
value of the Company's common stock. In addition, the Board of Directors may
grant a nonqualified option to a director upon his or her initial election or
appointment to the Board of Directors.
In 1997 the Board of Directors also made one-time grants to directors Thomas
E. McChesney and Robert J. Sullivan of 50,000 stock options each for their
services as directors and committee members. Twenty-five percent of such options
vested immediately and the remaining 75% vests over three years. The exercise
price for such options is $19.563.
15
<PAGE>
PERFORMANCE GRAPH
The following graph depicts the Company's stock price performance from April
11, 1994 (the date on which quotations for the Common Stock first appeared on
the OTC Bulletin Board) through December 31, 1997, relative to the performance
of the Nasdaq Stock Market (U.S. Companies), and a peer group of companies in
the temporary labor industry. All indices shown in the graph have been reset to
a base of 100 as of April 11, 1994, and assume an investment of $100 on that
date and the reinvestment of dividends, if any, paid since that date. The lines
represent calendar year end index levels; if the Company's calendar year ended
on a Sunday, the preceding trading day was used.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
LABOR READY, INC. PEER GROUP* NASDAQ COMPOSITE (US)
<S> <C> <C> <C>
4/11/94 $100 $100 $100
12/30/94 228 119 101
12/29/95 600 133 142
12/31/96 759 150 174
12/31/97 1,624 167 213
</TABLE>
<TABLE>
<CAPTION>
TOTAL RETURN ANALYSIS 4/11/94 12/30/94 12/29/95 12/31/96 12/31/97
- ----------------------------------------------------------------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Labor Ready, Inc................................................. $ 100 $ 228 $ 600 $ 759 $ 1,624
Peer Group....................................................... $ 100 $ 119 $ 133 $ 150 $ 167
Nasdaq Composite (US)............................................ $ 100 $ 101 $ 142 $ 174 $ 213
</TABLE>
- ------------------------
* Peer group includes Kelly Services, Inc., Manpower, Inc., Norrell
Corporation, Olsten Corporation, and Remedytemp, Inc.
16
<PAGE>
OTHER BUSINESS
It is not intended by the Board of Directors to bring any other business
before the meeting, and so far as is known to the Board, no matters are to be
brought before the meeting except as specified in the notice of the meeting.
However, as to any other business that may properly come before the meeting, it
is intended that proxies, in the form enclosed, will be voted in respect
thereof, in accordance with the judgment of the persons voting such proxies.
LABOR READY, INC.
By Order of the Board of Directors
[LOGO]
Ronald L. Junck
SECRETARY
Tacoma, Washington
March 31, 1998
17
<PAGE>
PROXY
FOR SPECIAL MEETING OF THE SHAREHOLDERS
LABOR READY, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Glenn A. Welstad and Ronald L. Junck
(collectively, the "Proxies"), and each of them, with full power of
substitution, as proxies to vote the shares which the undersigned is entitled to
vote at the Special Meeting of the Company to be held at 2:00 p.m. (Pacific
Daylight Time) on Thursday, May 7, 1998, at 1016 South 28th Street, Tacoma,
Washington, and at any adjournment thereof.
<TABLE>
<S> <C>
1. Proposal to amend the Company's Articles of Incorporation to authorize the issuance of
up to 100,000,000 shares of common stock and 20,000,000 shares of preferred stock.
</TABLE>
/ / FOR / / AGAINST / / ABSTAIN
<TABLE>
<S> <C>
2. Proposal to approve an increase of 1,400,000 shares available for grant under the
Company's 1996 Employee Stock Option and Incentive Plan.
</TABLE>
/ / FOR / / AGAINST / / ABSTAIN
<TABLE>
<S> <C>
3. Proposal to approve an increase of 600,000 shares available for grant under the
Company's 1996 Employee Stock Purchase Plan.
</TABLE>
/ / FOR / / AGAINST / / ABSTAIN
This proxy when properly signed will be voted and will be voted in the
manner directed herein by the undersigned shareholder. IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3.
____________________________
Signature
____________________________
Signature, if held jointly
Dated: _______________, 1998
IMPORTANT--PLEASE SIGN AND RETURN PROMPTLY. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee, or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by an authorized person.
