<PAGE> 1
As filed with the Securities and Exchange Registration No. 33-
Commission on January 27, 1997
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NORRELL CORPORATION
(Exact name of issuer as specified in its charter)
GEORGIA 58-0953079
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3535 Piedmont Road, NE
Atlanta, Georgia 30305
(Address of principal executive office)
----------
COMTEX INFORMATION SYSTEMS, INC.
STOCK OPTION PLAN
(Full title of the plan)
----------
MARK H. HAIN, ESQ.
Norrell Corporation
3535 Piedmont Road, NE
Atlanta, Georgia 30305
404/240-3000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=========================================================================================================================
Proposed maximum Proposed maximum
Title of Amount to be offering price aggregate Amount of
securities registered per share(1) offering price(1) registration fee
to be registered
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 140,961 $4.565 $643,487 $195.00
no par value
================== ======================== ============================ =========================== =================
</TABLE>
(1) Calculated pursuant to Rule 457(h)(1) on the basis of the actual
weighted average price at which options may be exercised.
<PAGE> 2
EXPLANATORY NOTE
In accordance with the Note to Part I of Form S-8, the information
specified by Part I of Form S-8 has been omitted from this Registration
Statement on Form S-8 for offers of shares of the Common Stock of Norrell
Corporation (the "Company") under the Comtex Information Systems, Inc. Stock
Option Plan (the "Plan").
<PAGE> 3
NORRELL CORPORATION
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company hereby incorporates by reference into this Registration
Statement the following documents:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
October 27, 1996.
(b) All other reports filed with the Commission pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), since October 27, 1996.
(c) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A. (File No. 0-24300)
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Inapplicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to Sections 14-2-851 through 14-2-857 of the Georgia Business
Corporation Code, as amended, directors, officers, employees and agents of the
Company may, and in some cases must, be indemnified by the Company under certain
circumstances against expenses and liabilities incurred by or imposed upon them
as a result of actions, suits or proceedings brought against them as directors,
officers, employees and agents of the Company (including actions, suits or
proceedings brought against them for violations of the federal securities laws).
Directors, officers, employees and agents of the Company may be indemnified
against expenses if they acted in good faith and in a manner reasonably believed
to be in or not opposed to the best interests of the corporation and, with
respect to any criminal action, if they had no reasonable cause to believe their
conduct was unlawful. A director, officer, employee or agent may be indemnified
against expenses incurred in connection with a derivative suit if he acted in
good faith and in a manner reasonably believed to be in or not opposed to the
best interest of the Company, except that no indemnification may be made without
court approval if such person was adjudged liable for negligence or misconduct
in the performance of his or her duty to the Company. This statutory
indemnification is not exclusive of any rights provided by any by-law,
agreement, vote of shareholders or disinterested directors or otherwise.
Article Nine of the Company's Amended and Restated By-laws set forth the
extent to which the Company's directors, officers, employees and agents shall
and may be indemnified against liabilities which they may incur while serving in
such capacities. Pursuant to these provisions, the directors and officers of the
Company will be indemnified against any losses incurred in connection with any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is or
was a director, officer, employee, or agent of the Company or served with
another corporation, partnership, joint venture, trust or other enterprise at
the
II-1
<PAGE> 4
request of the Company and will provide advances, for expenses incurred in
defending any such action, suit or proceeding, upon receipt of an undertaking by
or on behalf of such director, officer, employee or agent to repay such
advances, it is ultimately determined that he is not entitled to indemnification
by the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Inapplicable.
ITEM 8. EXHIBITS.
The following exhibits are filed with or incorporated by reference into this
Registration Statement pursuant to Item 601 of Regulation S-K:
Exhibit No. Description
5 Opinion of Counsel with respect to the securities being registered.
23.1 Consent of Counsel (included in Exhibit 5).
23.2 Consent of Arthur Andersen LLP, independent public accountants.
24 Power of Attorney (see signature pages to this Registration
Statement).
ITEM 9. UNDERTAKINGS.
(a) The Company hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933 (the "Securities Act"), each
filing of the Company's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to section 15(d) of the Exchange Act)
that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(b) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise,
the Company has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Company will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
(c) The Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement;
II-2
<PAGE> 5
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (c)(1)(i) and (c)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
II-3
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Atlanta, State of Georgia, on this 23rd day of January, 1997.
NORRELL CORPORATION
By: /s/ C. Douglas Miller
--------------------------------------
C. Douglas Miller
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints C. Douglas Miller, Larry J. Bryan and Mark H.
Hain, or any of them, as his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
required or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute, could
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
indicated below on the 23rd day of January, 1997:
/s/ C. Douglas Miller President, Chief
- -------------------------------- Executive Officer and Director
C. Douglas Miller (principal executive officer)
/s/ Larry J. Bryan Executive Vice President
- -------------------------------- and Director
Larry J. Bryan
/s/ C. Kent Garner Chief Financial Officer
- -------------------------------- (principal financial and
C. Kent Garner accounting officer)
II-4
<PAGE> 7
Chairman of the Board
- --------------------------------
Guy W. Millner
/s/ Lucius E. Burch, III Director
- --------------------------------
Lucius E. Burch, III
/s/ Donald A. McMahon Director
- --------------------------------
Donald A. McMahon
/s/ Frank A. Metz, Jr. Director
- --------------------------------
Frank A. Metz, Jr.
/s/ Nancy Clark Reynolds Director
- --------------------------------
Nancy Clark Reynolds
/s/ Carl E. Sanders Director
- --------------------------------
Carl E. Sanders
/s/ Thomas A. Vadnais Director
- --------------------------------
Thomas A. Vadnais
/s/ Kaaren Johnson-Street Director
- --------------------------------
Kaaren Johnson-Street
II-5
<PAGE> 1
Exhibit 5
[LETTERHEAD OF MAZURSKY & DUNAWAY, LLP]
January 23, 1997
Norrell Corporation
3535 Piedmont Road, N.E.
Atlanta, Georgia 30305
Gentlemen:
We have acted as counsel to Norrell Corporation, a Georgia corporation
(the "Company"), in connection with the registration statement on Form S-8 (the
"Registration Statement") relating to 140,961 shares of Common Stock, no par
value per share, of the Company (the "Shares") to be offered by the Company
pursuant to the Comtex Information Systems, Inc. Stock Option Plan (the "Plan").
We have examined originals or certified or photostatic copies of such
records of the Company, certificates of officers of the Company and public
officials, and such other documents as we have deemed relevant or necessary as
the basis of the opinions set forth below in this letter. In such examination,
we have assumed the genuineness of all signatures, the conformity to original
documents submitted as certified or photostatic copies, and the authenticity of
originals of such latter documents. Based on the foregoing, we are of the
following opinions:
(1) The Company is a corporation duly incorporated and validly
existing in good standing under the laws of the State of
Georgia; and
(2) The Shares, when issued in accordance with the terms of the
Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Mazursky & Dunaway, LLP
Mazursky & Dunaway, LLP
<PAGE> 1
Exhibit 23.2
ARTHUR
ANDERSEN
------------------------
Arthur Andersen LLP
------------------------
Suite 2500
133 Peachtree Street NE
Atlanta, GA 30303-1346
404 658 1776
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated December 10, 1996
included in Norrell Corporation's Form 10-K for the fiscal year ended October
27, 1996 and to all references to our firm included in this registration
statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Atlanta, Georgia
January 23, 1997
