<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 28, 1997.
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
NORRELL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
---------------------
GEORGIA 58-0953079
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
3535 Piedmont Road, N.E.
Atlanta, Georgia 30305
(404) 240-3000
(Address, including zip code, and
telephone number, including area code, of
registrant's principal executive offices)
---------------------
MARK H. HAIN, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
NORRELL CORPORATION
3535 PIEDMONT ROAD, N.E.
ATLANTA, GEORGIA 30305
(404) 240-3000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
---------------------
With a copy to:
Patricia A. Wilson, Esq.
Troutman Sanders LLP
NationsBank Plaza, Suite 5200
600 Peachtree Street, N.E.
Atlanta, Georgia 30308
(404) 885-3000
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO
THE PUBLIC: AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF
THIS REGISTRATION STATEMENT.
---------------------
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
---------------------
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================================
Proposed maximum Proposed maximum
Title of each class of Amount to be offering price aggregate Amount of
securities to be registered registered per share * offering price * registration fee
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value... 1,000,000 shares $27.75 $27,750,000 $8,409.09
==================================================================================================================================
</TABLE>
* Estimated solely for the purpose of determining the registration fee and
calculated in accordance with Rule 457(c) under the Securities Act on the
basis of the last reported sales price of the Company's Common Stock on
February 24, 1997 as reported by the New York Stock Exchange.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THE REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE> 3
SUBJECT TO COMPLETION, DATED FEBRUARY 28, 1997
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
1,000,000 SHARES
NORRELL CORPORATION
COMMON STOCK
The 1,000,000 shares (the "Shares") of common stock, no par value (the
"Common Stock"), of Norrell Corporation (the "Company" or "Norrell") offered
hereby are being offered for the account of the selling shareholders of the
Company identified herein (the "Selling Shareholders"). The Shares offered
hereby were issued by the Company in connection with the Company's acquisition
of American Technical Resources, Inc. in August 1996. The Company will not
receive any of the proceeds from the sale of shares by the Selling Shareholders.
See "Selling Shareholders."
The Selling Shareholders, directly, or through agents or broker-dealers
designated from time to time, may sell the Shares from time to time on terms to
be determined at the time of sale. To the extent required, the number of Shares
to be sold, the names of any agent or broker-dealer and any applicable
commission or discount with respect to any particular offer will be set forth in
an accompanying Prospectus Supplement. The Selling Shareholders reserve the sole
right to accept or reject, in whole or in part, any proposed purchase of the
Shares to be made directly or through agents. The Company has agreed to bear all
of the expenses (other than commissions, underwriting discounts and fees of any
counsel of the Selling Shareholders) in connection with the registration and
sale of the Shares being offered by the Selling Shareholders. See "Plan of
Distribution."
The Common Stock is listed on the New York Stock Exchange under the
symbol "NRL." On February 24, 1997, the last reported sales price of the Common
Stock on the New York Stock Exchange was $27.75 per share.
FOR A DISCUSSION OF CERTAIN RISKS OF AN INVESTMENT IN THE SHARES OF
COMMON STOCK OFFERED HEREBY, SEE "RISK FACTORS" ON PAGES 5-7.
The Selling Shareholders and any agents or broker-dealers that
participate with the Selling Shareholders in the distribution of the Shares may
be deemed to be "underwriters" within the meaning of the Securities Act of 1933,
as amended (the "Securities Act"), and any commissions received by them and any
profit on their resale of the Shares may be deemed to be underwriting
commissions or discounts under the Securities Act. See "Plan of Distribution"
herein for indemnification arrangements among the Company and the Selling
Shareholders.
------------------------
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 March ___, 1997
<PAGE> 4
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Commission. Such reports, proxy statements and other information filed by
the Company with the Commission can be inspected and copied at the offices of
the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and
at its regional offices located at 7 World Trade Center, 13th Floor, New York,
New York, 10048, and 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Copies of such materials can be obtained at prescribed rates from the
Public Reference Section of the Commission, at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Such reports, proxy statements and other information can
also be obtained from the Web Site that the Commission maintains at www.sec.gov.
In addition, reports, proxy statements and other information concerning the
Company (Symbol: NRL) can be inspected and copied at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005, on which the Common
Stock is listed.
This Prospectus constitutes a part of a Registration Statement on Form
S-3 (the "Registration Statement") filed by the Company with the Commission
under the Securities Act with respect to the shares of Common Stock offered
hereby. This Prospectus omits certain of the information contained in the
Registration Statement as permitted by the rules and regulations of the
Commission, and reference is hereby made to the Registration Statement and
related exhibits for further information with respect to the Company, the
Selling Shareholders and the securities offered hereby. Any statements contained
herein concerning the provisions of any document are not necessarily complete,
and in each instance reference is made to the copy of such document filed as
an exhibit to the Registration Statement or otherwise filed with the
Commission. Each such statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been previously filed by the Company with
the Commission and are hereby incorporated by reference in this Prospectus as of
their respective dates:
(a) Annual Report on Form 10-K for the year ended October 27,
1996;
(b) Current Report on Form 8-K filed with the Commission on
December 20, 1996;
(c) Amendment No. 1 on Form 8-K/A to Current Report on Form 8-K
filed with the Commission on February 19, 1997; and
(d) Registration Statement on Form 8-A filed on June 17, 1994
registering the Company's Common Stock under Section 12(g) of
the Exchange Act.
Additionally, all documents filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of this Prospectus and prior to the termination of the offering of the
securities made hereby shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of such documents.
Any statements contained 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 which 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.
The Company will provide, upon request, without charge to each person,
including any beneficial owner, to whom this Prospectus is delivered, on the
written or oral request of such person, a copy of any or all of the documents
incorporated herein by reference (other than certain exhibits to such documents
which are not specifically incorporated by reference in such documents).
Requests for such copies should be directed to: Norrell
<PAGE> 5
Corporation, 3535 Piedmont Road, N.E., Atlanta, Georgia 30305, Attention: Mark
H. Hain, Esq., Vice President and General Counsel (404) 240-3000.
-------------------
No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained or
incorporated by reference in this Prospectus or a supplement to this Prospectus
in connection with the offer made hereby, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or the Selling Shareholders. This Prospectus does not constitute
an offer to sell, or a solicitation of an offer to buy, the securities offered
hereby to any person in any state or other jurisdiction in which such offer or
solicitation is unlawful. The delivery of this Prospectus at any time does not
imply that information contained herein is correct as of any time subsequent to
its date.
--------------------
3
<PAGE> 6
THE COMPANY
The Company is a leading provider of staffing, outsourcing and
professional services. The Company is organized into three business groups:
Staffing Services, which provides temporary administrative, teleservices and
light industrial staffing; Outsourcing Services, which provides administrative
services and teleservices in which the Company assumes responsibility for the
results of a client process; and Professional Services, which provides
information technology and accounting staffing. The Company's customers are
businesses, professional and service organizations, and government agencies in
the United States and Canada. Based upon revenues, the Company believes it is
one of the largest companies in the staffing industry in North America.
The Company provides a broad range of services through its national
network of over 400 locations, including 133 Company-owned locations, 115
outsourcing services locations, 135 franchised locations, and 35 professional
services offices as of January 26, 1997. In fiscal 1996, the Company supplied to
approximately 19,000 clients (including subsidiaries and affiliated companies)
in the United States and Canada over 225,000 staffing, outsourcing and
professional personnel. The Company's employees possess a wide variety of
office, light industrial, information technology and other skills, including
secretarial, clerical, word processing, data entry, graphics, telemarketing,
assembly, picking, packing and sorting, shipping and receiving, customer
service, records management, administrative, human resources (recruiting,
interviewing, assessment and training), computer programming, computer
consulting, systems analysis, systems integration, accounting and additional
financial services.
Since its incorporation in Georgia in 1965, the Company's quality
service and customer focus have enabled it to compile a history of core business
growth and expansion. From its beginnings as a provider of short-term
replacement or fill-in personnel, often referred to as traditional temporary
services, the Company has expanded into long-term staffing, managed staffing,
"Master Vendor Partnering" and outsourcing. In addition, the Company has
expanded geographically from a base of locally owned and operated offices in
Atlanta, Georgia, to a national network of over 400 locations. In the last
several years, the Company has supplemented this internal growth through six
acquisitions and three joint ventures which not only added to the Company's
geographic markets, but also increased revenues and expertise in desirable
service offerings such as information technology, financial services and
teleservices.
The Company's principal executive offices are located at 3535 Piedmont
Road, N.E., Atlanta, Georgia 30305, and its telephone number is (404) 240-3000.
4
<PAGE> 7
RISK FACTORS
Prospective purchasers of the Common Stock should carefully consider
the factors set forth below, as well as the other information contained in this
Prospectus, in evaluating an investment in the Common Stock offered hereby.
EFFECT OF FLUCTUATIONS IN THE GENERAL ECONOMY
Demand for temporary services is sensitive to the general level of
economic activity in the country. When economic activity slows, many companies
reduce their usage of temporary employees before undertaking layoffs of their
full-time employees. Therefore, a significant economic downturn could have a
material adverse effect on the Company's business.
INCREASED EMPLOYEE COSTS
As the labor market tightens, there is greater demand and competition
for skilled workers needed to fill client orders. In such labor markets, wages
generally increase. There can be no assurance that all such increased wage costs
can be passed on to clients through increased charges. The Company is also
responsible for and pays unemployment insurance premiums and workers'
compensation costs for its temporary employees. Unemployment insurance premiums
are set annually by the states in which employees perform services and may
increase as a result of, among other things, increased levels of unemployment
and the extension of periods for which unemployment benefits are available.
Workers' compensation costs may increase as a result of, among other things,
increases in benefit levels or the liberalization of allowable claims.
Furthermore, annual workers' compensation expenses and the related liability
accrual are based on various estimates, including estimates of the costs of
future benefits. The Company believes that its reserves for workers'
compensation claims are adequate, but there can be no assurance that such claims
will not exceed estimated reserves. There can be no assurance that the Company
will be able to increase the charges to its clients if expenses related to
workers' compensation and unemployment insurance increase or if the wages it
must pay to its employees generally increase.
COMPETITION
The temporary services industry is highly competitive with limited
barriers to entry. The Company competes in national, regional and local markets
with full service agencies and with specialized temporary services agencies.
Several of these competitors have greater marketing and financial resources than
those of the Company and could attempt to increase market share through
decreased prices. The Company also competes with numerous local and single
office firms in particular markets which are able to compete effectively on
price because of their lower overhead structures. In addition, large national
companies that presently operate in "niche" segments of the outsourcing and
professional services markets could expand their operations to compete with the
outsourcing and professional services provided by the Company. Strong
competition from companies with significantly greater financial resources than
the Company could have a material adverse effect on the Company's operations and
profitability.
ABILITY TO CONTINUE COMPANY GROWTH
The Company has experienced significant growth over the past several
years, principally by increasing the volume of services provided through
existing offices and by adding new services. There can be no assurance that the
Company will continue to be able to maintain or expand its market presence,
successfully enter new markets, add new services or integrate acquired
businesses into its operations. The ability of the Company to continue its
growth will depend on a number of factors, including existing and emerging
competition, the availability of working capital to support such growth, and the
Company's ability to (i) maintain margins in the face of pricing pressures, (ii)
manage its costs, (iii) recruit and train additional qualified personnel, (iv)
sell outsourcing and professional services to large corporate clients, (v)
develop and expand its service offerings, and (vi) find new qualified
franchisees. Expansion through acquisitions is also a component of the Company's
growth strategy. Acquisitions may result in unanticipated difficulties in
integrating acquired businesses with the Company's existing business and may
absorb a disproportionate amount of management time. Once integrated,
acquisitions may not achieve levels of revenue, profitability or productivity
which are comparable to the Company's existing operations
5
<PAGE> 8
or otherwise perform as expected. Moreover, the Company's continued ability to
make acquisitions is dependent upon, and may be limited by, the availability of
acquisition candidates at reasonable valuations and the Company's ability to
obtain acquisition financing on acceptable terms.
RELIANCE ON SIGNIFICANT CLIENTS
During fiscal 1995 and fiscal 1996, revenues generated by the Company
from contracts with International Business Machines Corporation ("IBM") equaled
$136.2 million and $158.6 million, respectively, representing 16.2% and 15.6%,
respectively, of the Company's consolidated revenues for such periods.
Approximately 31.0% and 21.4% of these revenues were received during fiscal 1995
and fiscal 1996, respectively, for services performed under a Management
Services Agreement. The balance of the Company's IBM-related revenues are
consolidated under multiple contracts with different purchasing units within
IBM. Also, during fiscal 1996, revenues generated by the Company from multiple
contracts with United Parcel Service, Inc. ("UPS") equaled $122.2 million,
representing 12.0% of the Company's consolidated revenues for fiscal 1996. The
loss of either IBM or UPS as a client could have a material adverse effect on
the Company's results of operations and financial condition.
EMPLOYER RISKS
The Company is in the business of employing people and placing them in
the workplace of other businesses. An attendant risk of such activities includes
possible claims of discrimination and harassment, employment of illegal aliens
and other similar claims. Although the Company has policies and guidelines in
place to reduce its exposure to these risks, a failure to follow these policies
and guidelines may result in negative publicity and the payment by the Company
of money damages or fines.
DEPENDENCE ON KEY PERSONNEL
The Company's operations are dependent on the continued efforts of its
executive officers and senior management as well as those of its field, office
and operations managers. If the Company is unable to attract and retain
qualified and skilled employees to perform these services for the Company, the
Company's business could be materially adversely affected.
INTANGIBLE ASSETS
As of January 26, 1997, approximately $114 million, or 31%, of the
Company's total assets were intangible assets. These intangible assets
substantially represent amounts attributable to goodwill recorded in connection
with the Company's acquisitions. Any impairment in the value of such assets
could have a material adverse effect on the Company's financial condition and
results of operations.
CONTROL BY PRINCIPAL SHAREHOLDER AND MANAGEMENT
As of January 26, 1997, the Company's Chairman of the Board, Guy W.
Millner, beneficially owned 9,263,393 shares of Common Stock, representing
approximately 39% of the outstanding Common Stock, and the directors and
executive officers of the Company, as a group, beneficially owned an aggregate
of 10,862,154 shares of Common Stock, representing approximately 45% of the
outstanding Common Stock. As a result, Mr. Millner and, if they should determine
to act together, the directors and executive officers of the Company as a group,
will be able to exercise significant influence over the outcome of any matters
or block certain matters which might normally be submitted to the shareholders
of the Company for their approval, including the election of directors and the
authorization of other corporate actions requiring shareholder approval. See
"Anti-Takeover Considerations."
ANTI-TAKEOVER CONSIDERATIONS
The Company's Restated Articles of Incorporation (the "Articles") and
the Georgia Business Corporation Code contain certain provisions that could have
the effect of making it more difficult for a party to acquire, or of
discouraging a party from attempting to acquire, control of the Company without
approval of the Company's Board of Directors. In addition, a two-thirds vote of
the holders of the outstanding voting stock of the Company is required: (i) by
the Articles to approve certain mergers, consolidations and dispositions of
assets of the Company,
6
<PAGE> 9
unless approved by two-thirds of the Board of Directors of the Company; (ii) by
the Company's Bylaws to remove members of the Board of Directors with or without
cause; and (iii) by the Company's Articles to amend or rescind the provisions
set forth in (i) and (ii) above or to remove the provisions in the Company's
Bylaws establishing a classified Board of Directors. The foregoing, together
with the combined stock ownership of the Company's Chairman of the Board and
management, may discourage tender offers or other bids for the Common Stock at a
premium over its market price.
VOLATILITY OF STOCK PRICE
From time to time, there may be significant volatility in the market
price for the Common Stock. Quarterly operating results of the Company or of
other staffing companies, changes in general conditions in the economy, the
financial markets or the staffing industry, natural disasters or other
developments could cause the market price of the Common Stock to fluctuate
substantially. In addition, in recent years the stock market has experienced
extreme price and volume fluctuations. This volatility has had a significant
effect on the market prices of securities issued by many companies for reasons
unrelated to their operating performance.
FORWARD-LOOKING INFORMATION
This Prospectus, including the information incorporated by reference
herein, contains various forward- looking statements and information that are
based on the Company's belief and assumptions, as well as information currently
available to the Company. When used in this Prospectus, the words "believe,"
"anticipate," "estimate," "expect," and similar expressions are intended to
identify forward-looking statements. Although the Company believes that the
expectations reflected in such forward-looking statements are reasonable, it can
give no assurance that such expectations will prove to be correct. Such
statements are subject to certain risks, uncertainties and assumptions. Should
one or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those
anticipated, estimated or expected. Among the key factors that may have a direct
bearing on the Company's operating results are fluctuations in the economy, the
degree and nature of competition, demand for the Company's services, the
Company's ability to complete acquisitions and integrate the operations of
acquired businesses, the Company's ability to recruit and place employees, the
Company's ability to expand into new markets, and the Company's ability to
maintain profit margins in the face of pricing pressures.
7
<PAGE> 10
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares offered hereby. All of the proceeds from the sale of the Shares offered
hereby will be received by the Selling Shareholders.
THE SELLING SHAREHOLDERS
All of the Shares offered hereby are beneficially owned by the Selling
Shareholders and were acquired by the Selling Shareholders in connection with
the acquisition of American Technical Resources, Inc. ("ATR") by the Company in
August 1996. The Selling Shareholders do not beneficially own any shares of
Common Stock or other securities of the Company other than the Shares. Since the
Selling Shareholders may sell all, or some or none of the Shares, no estimate
can be made of the aggregate number of Shares that are to be offered hereby or
that will be beneficially owned by the Selling Shareholders upon completion of
the offering contemplated by this Prospectus.
The following table sets forth the name of each Selling Shareholder,
the number of shares of the Company's Common Stock held by each such person as
of February 27, 1997, the number of shares which may be offered for the account
of each such person, and the number of shares of Common Stock to be owned by
each such person if all the Shares offered hereby are sold.
<TABLE>
<CAPTION>
Number of Shares to
Number of Shares Number of Shares be Owned if All
Selling Held at Which May Shares Offered Are
Shareholders February 27, 1997 be Offered Sold in this Offering
------------ ----------------- ---------- ---------------------
<S> <C> <C> <C>
Charles F. Phillips 222,500 222,500 0
Gary L. Kilgore 222,500 222,500 0
Ralph L. Lary, III 168,750 168,750 0
George Lytle 168,750 168,750 0
William Holman 217,500 217,500 0
</TABLE>
At the time of the Company's acquisition of ATR, the Selling
Shareholders constituted the Board of Directors of ATR and held the following
respective positions with ATR: Charles F. Phillips - President and Chief
Executive Officer; Gary L. Kilgore - Vice President; Ralph L. Lary, III - Vice
President; George Lytle - Vice President; and William Holman - Vice President,
Secretary and Treasurer. Since the acquisition, ATR has been operated as a
subsidiary of the Company, and Messrs. Phillips, Kilgore and Lary have
continued to hold their respective positions with ATR. Mr. Lytle provides
certain consulting services to and receives a retainer from the Company
pursuant to an arrangement which will terminate on March 31, 1997.
The Company has entered into a Registration Rights Agreement dated as
of August 5, 1996 (the "Registration Rights Agreement") with the Selling
Shareholders pursuant to which the Company has filed this Registration Statement
covering the Shares. Pursuant to the Registration Rights Agreement, the Company
is obligated to file the Registration Statement no later than March 1, 1997, to
use its best efforts to have the Registration Statement become effective, and to
keep the Registration Statement continuously effective until the earlier of (i)
the time when all the Shares have been sold by the Selling Shareholders, and
(ii) the date as of which each Selling Shareholder is entitled to commence sales
of the Shares held by such Selling Shareholder pursuant to Rule 144 under the
Securities Act. The Company has agreed to pay all expenses incurred in
connection with the registration and sale of the Shares pursuant to the
Registration Rights Agreement, other than brokerage fees or commissions,
underwriting discounts and fees of any counsel for the Selling Shareholders. Any
of the Shares sold pursuant to this Prospectus will no longer be entitled to the
benefits of the Registration Rights Agreement.
8
<PAGE> 11
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling Shareholders,
or by pledgees, donees, transferees or other successors in interest, if any, who
acquire the Shares in transactions permitted under the Registration Rights
Agreement. Such sales may be made on one or more exchanges or in the
over-the-counter market, or otherwise at prices and at terms then prevailing or
at prices related to the then current market price, or in negotiated
transactions. The Shares may be sold by one or more of the following: (a) a
block trade in which the broker or dealer so engaged will attempt to sell the
Shares as agent but may position and resell a portion of the block as principal
to facilitate the transaction; (b) purchases by a broker or dealer as principal
and resale by such broker or dealer for its account pursuant to this prospectus;
(c) an exchange distribution in accordance with the rules of such exchange; and
(d) ordinary brokerage transactions and transactions in which the broker
solicits purchasers. In effecting sales, brokers or dealers engaged by the
Selling Shareholders may arrange for other brokers or dealers to participate.
Brokers or dealers will receive commissions or discounts from Selling
Shareholders in amounts to be negotiated immediately prior to the sale. Such
brokers or dealers and any other participating brokers or dealers may be deemed
to be "underwriters" within the meaning of the Securities Act in connection with
such sales. In addition, any securities covered by this prospectus which qualify
for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to
this prospectus.
Upon the Company being notified by a Selling Shareholder that any
material arrangement has been entered into with a broker-dealer for the sale of
Shares through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer, a supplemented
prospectus will be filed, if required, pursuant to Rule 424(c) under the
Securities Act, disclosing (i) the name of each such Selling Shareholder and of
the participating broker-dealer(s), (ii) the number of shares involved, (iii)
the price at which such shares were sold, (iv) the commissions paid or discounts
or concessions allowed to such broker-dealer(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to verify the information set
out or incorporated by reference in this prospectus and (vi) other facts
material to the transaction.
The Selling Shareholders have agreed to pay any brokerage fees or
commissions, underwriting discounts and fees of any counsel for the Selling
Shareholders in connection with the registration and sale of the Shares. All
other expenses in connection with the registration and sale of the Shares
hereunder will be paid by the Company.
The securities laws of a particular state might require that the Shares
be sold in that state only through registered or licensed brokers or dealers. In
addition, in certain states, the Shares may not be sold unless they have been
registered or qualified for sale in such states or an exemption from such
registration or qualification requirement is available and is complied with.
Pursuant to the Registration Rights Agreement between the Company and
the Selling Shareholders, the Company has filed the Registration Statement, of
which this Prospectus forms a part, with respect to the sale of the Shares. The
Company has agreed to use its reasonable efforts to keep the Registration
Statement continuously effective until the earlier of (i) the time when all the
Shares have been sold by the Selling Shareholders, and (ii) the date as of which
each Selling Shareholder is entitled to commence sales of the Shares held by
such Selling Shareholder pursuant to Rule 144 under the Securities Act.
Pursuant to the terms of the Registration Rights Agreement, the Company
and the Selling Shareholders have agreed to indemnify each other and certain
other parties, including underwriters, if any, for certain liabilities,
including liabilities under the Securities Act, in connection with the
registration of the Shares.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by Troutman Sanders LLP, Atlanta, Georgia. Carl E.
Sanders, a partner in Troutman Sanders LLP, is a director of the Company and the
beneficial owner of 60,432 shares of Common Stock.
9
<PAGE> 12
EXPERTS
The audited consolidated financial statements of the Company
incorporated by reference in this Prospectus and elsewhere in the registration
statement have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in giving
said reports.
The audited consolidated financial statements of Comtex incorporated by
reference in this Prospectus and elsewhere in the registration statement have
been audited by Grant Thornton LLP, independent public accountants, as
indicated in their reports with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in giving said reports.
10
<PAGE> 13
PART II. INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses to be paid in connection with the issuance and
distribution of the securities being registered, other than underwriting
discounts and commissions, are as follows:
<TABLE>
<S> <C>
SEC registration fee........................................ $ 8,409.09
Legal and Accounting fees and expenses...................... 14,000.00
Miscellaneous............................................... 590.91
----------
Total....................................................... $23,000.00
==========
</TABLE>
All of the above items are estimates except the SEC registration fee. All of
such estimated expenses will be borne by the Company.
ITEM 15. 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 he reasonably believed to be in or not opposed to the
best interests of the corporation, 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 corporation. 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 sets 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 request of the Company, and the Company 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 until or unless it is ultimately determined
that he is not entitled to indemnification by the Company.
The Company currently maintains a policy of directors and officers
liability insurance and presently intends to continue such insurance so long as
it is available at a reasonable cost.
11
<PAGE> 14
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
2 Agreement and Plan of Reorganization dated August 5, 1996 among
American Technical Resources, Inc., Norrell Corporation, N.
Acquisition Corp. and the Selling Shareholders, incorporated
by reference to Exhibit 1 of the Company's Current Report on
Form 8-K filed on August 20, 1996.
4.1 Amended and Restated Articles of Incorporation of the Company,
incorporated by reference to Exhibit 3.1 of the Company's
Amendment No. 1 to Registration Statement on Form S-1, as
filed with the Securities and Exchange Commission on June 22,
1994.
4.2 Amended and Restated Bylaws of the Company, incorporated by
reference to Exhibit 3.2 of the Company's Registration
Statement on Form S-1, as filed with the Securities and
Exchange Commission on June 10, 1994.
4.3 Registration Rights Agreement dated as of August 5, 1996 by and
among the Company and the Selling Shareholders.
5 Opinion of Troutman Sanders LLP.
23.1 Consent of Troutman Sanders LLP (included in Exhibit 5).
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Grant Thornton LLP.
24 Powers of Attorney (included in the signature page to the
Registration Statement).
</TABLE>
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes: (1) to file, during
any period in which offers or sales are being made, a post-effective amendment
to this Registration Statement (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933; (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; (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the Registration
Statement or any material change in such information in the Registration
Statement; provided, however, that the registrant need not file a post-effective
amendment to include the information required to be included by subsection (i)
or (ii) if such information is contained in periodic reports filed by the
registrant 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 of 1933, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant'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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is
12
<PAGE> 15
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
(c) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act, the information omitted from the form of prospectus filed as
part of this Registration Statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of prospectus
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.
13
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 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 February 27, 1997.
NORRELL CORPORATION
By /s/ C. Douglas Miller
-------------------------------
C. Douglas Miller
Chief Executive Officer and
President
POWER OF ATTORNEY
We, the undersigned officers and directors of Norrell Corporation,
hereby severally constitute and appoint C. Kent Garner and Mark H. Hain, and
each of them singly, our true and lawful attorneys with full power to them, and
each of them singly, to sign for us and in our names in the capacities indicated
below, the Registration Statement on Form S-3 filed herewith and any and all
pre-effective and post-effective amendments to said Registration Statement, and
generally to do all such things in our names and on our behalf in our capacities
as officers and directors to enable Norrell Corporation to comply with the
provisions of the Securities Act of 1933, and all requirements of the Securities
and Exchange Commission, hereby ratifying and confirming our signatures as they
may be signed by our said attorneys or any of them, to said Registration
Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below and as of the date above indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
--------- --------
<S> <C>
/s/ C. Douglas Miller Director, Chief Executive Officer and President
- -------------------------------- (Principal Executive Officer)
C. Douglas Miller
/s/ C. Kent Garner Vice President and Chief Financial Officer
- -------------------------------- (Principal Financial and Accounting Officer)
C. Kent Garner
Chairman of the Board
- --------------------------------
Guy W. Millner
/s/ Thomas A. Vadnais Director, President and Chief
- -------------------------------- Operating Officer, Tascor Incorporated
Thomas A. Vadnais
/s/ Larry J. Bryan Director and Executive Vice President
- --------------------------------
Larry J. Bryan
/s/ Lucius E. Burch, III Director
- --------------------------------
Lucius E. Burch, III
Director
- --------------------------------
Kaaren Johnson-Street
</TABLE>
14
<PAGE> 17
/s/ Donald A. McMahon Director
- --------------------------------
Donald A. McMahon
Director
- --------------------------------
Frank A. Metz, Jr.
Director
- --------------------------------
Nancy Clark Reynolds
/s/ Carl E. Sanders Director
- --------------------------------
Carl E. Sanders
15
<PAGE> 18
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page Number
- ----------- ----------- -----------
<S> <C>
2 Agreement and Plan of Reorganization dated August 5, 1996 among
American Technical Resources, Inc., Norrell Corporation, N.
Acquisition Corp. and the Selling Shareholders, incorporated by
reference to Exhibit 1 of the Company's Current Report on Form 8-K
filed on August 20, 1996.
4.1 Amended and Restated Articles of Incorporation of the Company,
incorporated by reference to Exhibit 3.1 of the Company's
Amendment No. 1 to Registration Statement on Form S-1, as filed
with the Securities and Exchange Commission on June 22, 1994.
4.2 Amended and Restated Bylaws of the Company, incorporated by
reference to Exhibit 3.2 of the Company's Registration Statement on
Form S-1, as filed with the Securities and Exchange Commission on
June 10, 1994.
4.3 Registration Rights Agreement dated as of August 5, 1996 by and
among the Company and the Selling Shareholders.
5 Opinion of Troutman Sanders LLP.
23.1 Consent of Troutman Sanders LLP (included in Exhibit 5).
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Grant Thornton LLP.
24 Powers of Attorney (included in the signature page to the Registration
Statement).
</TABLE>
16
<PAGE> 1
EXHIBIT 4.3
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement") is made this 5th
day of August. 1996 by and among NORRELL CORPORATION, a Georgia corporation
("Norrell"), and those other persons who are signatories hereto (individually, a
"Shareholder" and collectively, the "Shareholders").
RECITALS
WHEREAS, Norrell, N Acquisition Corp., a Georgia corporation and wholly
owned subsidiary of Norrell (the "Subsidiary"), American Technical resources,
Inc., Virginia corporation ("ATI") and the Shareholders, have entered into an
Agreement and Plan of Reorganization (the "Merger Agreement") dated as of even
date herewith, providing for the acquisition of ATI by Norrell through a merger
(the "Merger") of the Subsidiary into ATI with ATI being the corporation
surviving the Merger;
WHEREAS, the Shareholders upon consummation of the Merger will hold not
less than 1,000,000 shares of the issued and outstanding common stock, par
value, of Norrell (the "Common Stock"); and
WHEREAS, the parties to the Merger Agreement desire Norrell to register
the shares of Common Stock under the 1933 Act (as hereafter defined) for resale
by the Shareholders and the execution and delivery of this Agreement is a
condition precedent to the consummation of the Merger.
NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties hereto agree as follows:
I. Registration Rights.
1.1. Definitions
(a) The terms "register," registered" and "registration" refer
to a registration effected by preparing and filing a registration statement or
similar document in compliance with the Securities Act of 1933, as amended (the
"1933 Act"), and the automatic effectiveness or the declaration or ordering of
effectiveness of such registration statement or document.
(b) The term "Registrable Securities" means shares of Common
Stock issued or to be issued to any Holder in the Merger,) but shall not include
any Common Stock (i) which has been effectively registered under the 1933 Act
and disposed of in accordance with a registration statement covering such
security or (ii) which has been sold, transferred or distributed to the public
pursuant to Rule 144 under the 1933 Act.
(c) The term "Holder" means (i) a Shareholder and (ii) a
transferee of Registrable Securities from a Holder provided such transfer
complies with Section 1.9 of this Agreement.
<PAGE> 2
(d) The term "Form S-3" means such form under the 1933 Act as
in effect on the date hereof or any successor registration form to Form S-3
under the 1933 Act subsequently adopted by the Securities and Exchange
Commission (the "SEC").
(e) The term "affiliate" means a person or entity directly or
indirectly controlled by, controlling or under common control with another
person or entity.
1.2 Registrations
(a) i) Norrell shall prepare and file with the SEC on or about
February 1, 1997, but no later than March 1, 1997 (or, if Norrell is not then
eligible to file a resale registration statement on Form S-3, as promptly as
practicable after the Company becomes so eligible), a registration statement
(the "Initial Registration Statement") on Form S-3 for the registration of
Registrable Securities under the 1933 Act for the resale of the Registrable
Securities issued in the Merger by the Holders from time to time, covering all
the Registrable Securities issued in the Merger, and shall use its best efforts
to have such registration become effective.
(b) A reasonable time before filing a registration statement
or prospectus or any amendment or supplement thereto, Norrell will furnish to
the counsel selected by the Holders of a majority of the Registrable Securities
covered by such registration statement copies of all such documents proposed to
be filed.
(c) Norrell shall prepare and file with the SEC such
amendments and supplements to each registration statement filed hereunder and
the prospectus used in connection therewith as may be necessary to keep the
registration statement effective until the earlier of (i) the time when all the
Registrable Securities covered by such registration statement have been sold by
the Holders and (ii) the date as of which each Holder is entitled to commence
sales of the Registrable Securities covered by such registration statement held
by such Holder pursuant to Rule 144 under the 1933 Act and subject to the
limitations set forth therein.
(d) Subject to the limitations set forth in Section 1.8 hereof
and subject to compliance with the obligations imposed by federal and state
securities laws, each Holder shall be entitled to make sales of Registrable
Securities pursuant a registration statement without limit.
1.3 Obligations of Norrell
Whenever required under Section 1.2, to register any
Registrable Securities or to amend a registration statement filed hereunder,
Norrell shall:
(a) During the period set forth in Section 1.2(c), prepare and
file with the SEC such amendments and supplements to such registration statement
and the prospectus used in connection with such registration statement, and use
its best efforts to cause such amendment to become effective, as may be
necessary to comply with the provisions of the 1933 Act with respect to the
disposition of all securities covered by such registration statement;
(b) Furnish to the Holders such reasonable number of copies of
such registration statement, each amendment and supplement thereto, the
prospectus included in such registration statement (including each preliminary
prospectus), any documents incorporated by reference into the registration
statement and such other documents as they may reasonably request in order to
facilitate the disposition of Registrable Securities owned by them;
-2-
<PAGE> 3
(c) Use all reasonable efforts to register or qualify the
securities covered by such registration statement under the securities or Blue
Sky laws of such jurisdictions as shall be reasonably requested by the Holders,
except that Norrell shall not for any such purpose be required to qualify
generally to do business as a foreign corporation in any jurisdiction wherein it
would not but for the requirements of this paragraph (c) be obligated to be so
qualified or to consent to general service of process in any such jurisdiction,
or to maintain the effectiveness of any such registration or qualification for
any period during which it is not required to maintain the effectiveness of the
related registration of such securities under the 1933 Act pursuant to Section
1.2(c).
(d) Promptly notify each Holder of Registrable Securities
covered by such registration statement, at any time when a prospectus relating
thereto covered by such registration statement is required to be delivered under
the 1933 Act, of the happening of any event as a result of which the prospectus
included in such registration statement, as then in effect, includes an untrue
statement of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in the
light of the circumstances then existing and promptly file such amendments and
supplements which may be required pursuant to paragraph (a) of this Section 1.3
on account of such event and use its best efforts to cause each such amendment
and supplement to become effective;
(e) Use its best efforts to cause the Registrable Securities
to be listed on each national securities exchange on which its Common Stock is
then listed (provided, however, that Norrell shall have no obligation to apply
for the listing of its Common Stock on a national securities exchange); and
(f) Otherwise use its best efforts to comply with all rules
and regulations of the SEC applicable to Norrell in connection with the
registration or sale of such Registrable Securities, and make available to its
security holders, as soon as reasonably practicable, an earnings statement
covering the period of at least twelve months beginning with the first day of
Norrell's first full calendar quarter after the effective date of the
registration statement, which earnings statement shall satisfy the provisions of
Section 11(a) of the 1933 Act and Rule 158 thereunder.
1.4 Furnishing of Information
It shall be a condition precedent to the obligations of
Norrell to take any action pursuant to this Agreement that the selling Holders
shall furnish to Norrell in writing such information regarding themselves or the
Registrable Securities held by them, and the intended method of disposition of
such securities, as shall be reasonably requested by Norrell in order to effect
the registration of their Registrable Securities and to perform its other
obligations hereunder.
1.5 Expenses
All expenses of Norrell incurred in connection with each of
the registrations, filings or qualifications pursuant to Section 1.2 (including
all amendments thereto), including (without limitation) all registration,
printing and accounting fees, fees and disbursements of counsel for Norrell
shall be borne by Norrell. All expenses incurred by the Holders, including
(without limitation) all fees and disbursements of counsel for the Holders shall
be borne by the
-3-
<PAGE> 4
Holders, and each Holder shall bear any underwriter discounts or brokerage fees
or commissions relating to the sale of its Registrable Securities.
1.6 Indemnification
In the event any Registrable Securities are included in a
registration statement under this Agreement:
(a) To the fullest extent permitted by law, Norrell will and
hereby does indemnify and hold harmless each selling Holder, and each person, if
any, who controls such Holder within the meaning of the 1933 Act or the
Securities Exchange Act of 1934, as amended (the "1934 Act"), against any
losses, claims, damages or liabilities (joint or several) to which they may
become subject under the 1933 Act, the 1934 Act or other federal or state law or
common law, insofar a such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any of the following statements,
omissions or violations (each a "Violation"): (i) any untrue statement or
alleged untrue statement of a material fact contained in such registration
statement, or the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading (including in any prospectus or preliminary prospectus included
therein), unless such untrue statement or alleged untrue statement or omission
or alleged omission was contained in or omitted from a preliminary prospectus
and corrected in a final or amended prospectus and the seller failed to deliver
a copy of the final or amended prospectus at or prior to the confirmation of the
same of the registered securities to the persons asserting any such loss, claim,
damage or liability in the case where such delivery is required by the 1933 Act,
or (ii) any other violation by Norrell of the 1933 Act or any other securities
law or any rule or regulation promulgated thereunder applicable to Norrell in
connection with the registration, qualification or sale of such Registrable
Securities. Norrell will reimburse each such selling Holder, or controlling
person for any legal or other expenses reasonably incurred by them in connection
with investigating or defending any such loss, claim, damage, liability or
action. The indemnity agreement contained in this Section 1.6(a) shall not apply
to amounts paid in settlement of any loss, claim, damage, liability or action if
such settlement is effected without the consent of Norrell nor shall Norrell be
liable to a Holder in any such case for any such loss, claim, damage, liability
or action to the extent that it arises out of or is based upon a Violation which
occurs in reliance upon and in conformity with written information furnished
expressly for inclusion in such registration by or on behalf of such Holder or
controlling person.
(b) To the fullest extent permitted by law, each selling
Holder will and hereby does indemnify and hold harmless Norrell, each of its
directors, each of its officers who sign the registration statement, each
person, if any, who controls Norrell within the meaning of the 1933 Act or the
1934 Act, each agent and any other selling Holder selling securities in such
registration statement and any person who controls such selling Holder, against
any losses, claims, damages or liabilities (joint or several) to which they may
become subject under the 1933 Act, the 1934 Act or other federal or state or
common law, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon any Violation, in each case
to the extent (and only to the extent) that such Violation occurs in reliance
upon and in conformity with written information furnished by or on behalf of
such Holder expressly for inclusion in such registration statement; and each
such selling Holder will reimburse any legal or other expenses reasonably
incurred by (x) Norrell or any such director, officer, agent, controlling person
of Norrell, or (y) any such other selling Holder, or controlling person in
connection with investigating or defending any such loss, claim, damage,
liability or action. The indemnity
-4-
<PAGE> 5
agreement contained in this Section 1.6(b) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the selling Holder nor, in the
case of a sale directly by Norrell of its securities (including a sale of such
securities through any underwriter retained by Norrell to engage in a
distribution solely on behalf of Norrell), shall the selling Holder be liable to
Norrell in any case in which such untrue statement or alleged untrue statement
or omission or alleged omission was contained in a preliminary prospectus and
corrected in a final or amended prospectus, and Norrell failed to deliver a copy
of the final or amended prospectus at or prior to the confirmation of the sale
of the securities to the person asserting any such loss, claim, damage or
liability in any case where such delivery is required by the 1933 Act.
(c) Each indemnified party or parties shall give reasonably
prompt notice to each indemnifying party of parties of any action or proceeding
commenced against it in respect of which indemnity may be sought hereunder, but
failure so to notify an indemnifying party or parties shall not relieve it or
them from any liability which it or they may have under this indemnity
agreement, except to the extent that the indemnifying party is materially
prejudiced by such failure to give notice. The indemnifying party or parties may
assume the defense of such action or proceeding at such indemnifying party's or
parties' expense with counsel chosen by the indemnifying party or parties
provided, however, that if such indemnified party or parties determine in good
faith that a conflict of interest exists and that therefore it is advisable for
such indemnified party or parties to be represented by separate counsel or that,
upon advice of counsel, there may be legal defenses available to it or them
which are different from or in addition to those available to the indemnifying
party, then the indemnifying party or parties shall not be entitled to assume
such defense and the indemnified party or parties shall be entitled to separate
counsel at the indemnifying party's or parties' expense. If an indemnifying
party or parties is not so entitled to assume the defense of such action or does
not assume such defense, after having received the notice referred to in the
first sentence of this paragraph, the indemnifying party or parties will pay the
reasonable fees and expenses of counsel for the indemnified party or parties.
Notwithstanding the foregoing, the indemnifying party shall not be obligated to
pay the reasonable fees and expenses of more than one counsel for the
indemnified parties with respect to any claim, unless in the reasonable judgment
of counsel to any indemnified party, expressed in a writing delivered to the
indemnifying party, a conflict of interest actually exists between such
indemnified party and any other indemnified party with respect to such claim, in
which event the indemnifying party shall be obligated to pay the reasonable fees
and expenses of such additional counsel or counsels (which shall be limited to
one counsel per indemnified party). No indemnifying party or parties will be
liable for any settlement effected without the written consent of such
indemnifying party or parties. If an indemnifying party is entitled to assume,
and assumes, the defense of such action or proceeding in accordance with this
paragraph, such indemnifying party or parties shall not, except as otherwise
provided in this subsection (c), be liable for any fees and expenses of counsel
for the indemnified parties incurred thereafter in connection with such action
or proceeding.
(d) If the indemnification provided for in this Section 1.6 is
unavailable to a party that would have been an indemnified party under this
Section 1.6 in respect of any claims referred to herein, then each party that
would have been an indemnifying party hereunder shall, in lieu of indemnifying
such indemnified party, contribute to the amount paid or payable by such
indemnified party as a result of such claims in such proportion as is
appropriate to reflect the relative fault of the indemnifying party or parties
on the one hand and such indemnified party on the other in connection with the
action, statement or omission which resulted in such claims, as well as any
other relevant equitable considerations. The relative fault shall be determined
by
-5-
<PAGE> 6
reference to, among other things, whether the untrue or alleged omission to
state a material fact relates to information supplied by the indemnifying party
or such indemnified party and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
Norrell and each selling Holder of registered securities agrees that it would
not be just and equitable if contribution pursuant to this Section 1.6(d) were
determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to above in this
Section 1.6(d). The amount paid or payable by an indemnified party as a result
of the claims referred to above in this Section 1.6(d) shall include any legal
or other expenses reasonably incurred by such indemnified party in connection
with investigation or defending any such action or claim.
(e) Without the prior written consent of the indemnified
party, no indemnifying party shall consent to entry of judgment or enter into
any settlement which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such indemnified party of a release of
all liability of the indemnified party in respect of such claim.
(f) No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution
from any person who was not guilty of fraudulent misrepresentation within the
meaning of such Section 11(f).
1.7 Availability of Rule 144
With a view to making available to the Holders the benefits of
Rule 144 promulgated under the 1933 Act and any other rule or regulation of the
SEC that may at any time permit a Holder to sell securities of Norrell to the
public without registration and with a view to making it possible for the
Holders to register the registered securities pursuant to a registration
statement on Form S-3, Norrell agrees to use its best efforts;
(a) to make and keep public information available, as those
terms are understood and defined in Rule 144;
(b) to file with the SEC in a timely manner all reports and
other documents required of Norrell under the 1933 Act and the 1934 Act; and
(c) to furnish any Holder so long as the Holder owns any
Registrable Securities forthwith upon request (i) a written statement by Norrell
as to its compliance with the reporting requirements of Rule 144, the 1933 Act
and the 1934 Act or as to its qualification as a registrant whose securities may
be resold pursuant to Form S-3, (ii) a copy of the most recent annual or
quarterly report of Norrell and such other reports and documents so filed by
Norrell, and (iii) such other information as may be reasonably requested in
availing the Holder of any rule or regulation of the SEC which permits the
selling of any such securities without registration or pursuant to such form.
1.8 Holdback Agreements
Notwithstanding anything set forth herein to the contrary, in
the event that Norrell notifies the Holders that it has determined in good faith
that, in light of the pendency of negotiations or discussions relating to a
potential transaction involving Norrell or one or more of its affiliates or
other developments relating to or affecting Norrell (the details of which need
not be set forth in such notice), compliance with its disclosure obligations in
connection with any
-6-
<PAGE> 7
registration statement filed pursuant to Section 1.2 could adversely affect
Norrell or the prospects of entering into any such potential transaction, the
Holders shall thereafter refrain from selling or otherwise distributing any
Registrable Securities for the period of time set forth in such notice or, if no
period is specified, until the Holders are subsequently notified by Norrell that
they may resume selling Registrable Securities pursuant to such registration
statement; provided, however, that the Holders shall not be so restricted by
this provision of this Section 1.8 on more than three separate occasions during
the term of this Agreement or for any period exceeding 45 consecutive days.
1.9 Transfer of Registration Rights
The registration rights of a Holder under this
Agreement may be transferred to any transferee who acquires all of the shares of
Common Stock originally acquired by such Holder if such transfer is permitted
under the terms of the Merger Agreement, provided, however, that Norrell is
given written notice by the transferor at the time of such transfer stating the
name and address of the transferee and identifying the securities with respect
to which the rights under this Agreement are being assigned and provided further
that the transferee agrees with Norrell in writing to acquire and hold such
securities subject to each of the provisions of this Agreement.
2. Representations and Warranties of the Shareholders
As an inducement to Norrell to issue the Registrable
Securities to each Shareholder, each Shareholder represents and warrants to
Norrell as follows:
2.1 No Distribution
Each Shareholder is acquiring the Registrable Securities for
its own account with no view to any distribution thereof in violation of the
1933 Act. Each Shareholder understands that since the Registrable Securities
have not been registered under the 1933 Act, the Registrable Securities must be
held indefinitely unless they are subsequently registered under the 1933 Act or
an exemption from such registration is available. Each Shareholder acknowledges
that Norrell is under no obligation to register under the 1933 Act any sale of
the Registrable Securities or to comply with any provisions which would entitle
any such sale to any exemption from registration, except as provided in this
Agreement. Each Shareholder is fully familiar with Rule 144 promulgated under
the 1933 Act.
2.2 Information Made Available
Each Shareholder has received and reviewed Norrell's most
recent Annual Report to Stockholders, it most recent Annual Report on Form 10-K
and its most recent Quarterly Report on Form 10-Q. In addition, each Shareholder
has had the opportunity to discuss Norrell's business, management and financial
affairs with Norrell's management. Each Shareholder has such knowledge and
experience in financial matters that it is capable of evaluating the merits and
risks of an investment in the Registrable Securities. Each Shareholder's
financial condition is such that it is able to bear all economic risks of
investment in the Registrable Securities, including the risks of holding the
Registrable Securities for an indefinite period of time.
-7-
<PAGE> 8
2.3 Legend Requirement
Each stock certificate representing the Registrable Securities
shall bear a legend in, or substantially in, the following form and any other
legend required by any applicable state securities or Blue Sky laws:
"The shares represented by this certificate
have not been registered under the
Securities Act of 1933, as amended, or any
state securities laws and may not be sold,
pledged or otherwise transferred without an
effective registration under said Act and
any applicable state securities laws or
unless the company shall have received an
opinion satisfactory to the company of
counsel satisfactory to the company that an
exemption from registration under such Act
and any applicable state securities laws is
then available. The securities represented
by this certificate (the "Securities") have
been (I) acquired for investment, (II)
issued and sold in reliance on the exemption
from registration under the Georgia
Securities Act of 1973 (the "Act") provided
by Section 9(M) of the Act; and (III) issued
and sold in reliance upon an exemption from
registration under the Securities Act of
1933 (the "1933 Act"). The Securities cannot
be offered for sale, sold or transferred
other than pursuant to (I) an effective
registration under the Act or in a
transaction which is otherwise in compliance
with the Act; (II) an effective registration
under the 1933 Act or in a transaction
otherwise in compliance with the 1933 Act;
and (III) evidence satisfactory to the
issuer of compliance with the applicable
securities laws of any other jurisdiction.
The issuer shall be entitled to rely upon an
opinion of counsel satisfactory to it with
respect to compliance with the above laws."
Norrell may maintain a "stop transfer order" against the Registrable Securities.
2.4 Prospectus Requirements
Each Shareholder hereby covenants with Norrell that
it will promptly advise Norrell of any changes in the information concerning
each Shareholder contained in a registration statement filed hereunder and that
such Shareholder will not make any sale of Registrable Securities pursuant to
any registration statement without complying with the prospectus delivery
requirements of the 1933 Act. Each Shareholder acknowledges that occasionally
there may be times when Norrell must temporarily suspend the use of the
prospectus forming a part of any such registration statement until such time as
an amendment to such registration statement has been filed by Norrell and
declared effective by the SEC, the relevant prospectus supplemented by Norrell
or until such time as Norrell has filed an appropriate report with the SEC
pursuant to the 1934 Act. During any period in which sales are
-8-
<PAGE> 9
suspended and upon notice of such suspension from Norrell, each Shareholder
agrees not to sell any such Registrable Securities pursuant to any such
prospectus. Each Shareholder covenants that he will not sell any Shares pursuant
to any such prospectus during the period commencing at the time at which Norrell
gives such Shareholder notice of the suspension of the use of said prospectus
and ending at the time Norrell gives notice that such Shareholder may thereafter
effect sales pursuant to said prospectus.
3. Miscellaneous
3.1 Notices
All notices, requests, demands and other communications which
are required to be or may be given under this Agreement shall be in writing and
shall be deemed to have been duly given when delivered in person or upon receipt
when transmitted by telecopy or telex or after dispatch by certified or
registered first class mail, postage prepaid, return receipt requested, or
Federal Express, to the party to whom the same is so given or made:
If to Norrell, to:
Norrell Corporation
3535 Piedmont Road, N.E.
Atlanta, Georgia 30305
Attention: General Counsel
or to such other person at such other place as Norrell shall designate to the
Shareholders in writing;
If to a Shareholder, to the address set forth on Exhibit 1
hereto, or to such other address subsequently provided by such Shareholder to
Norrell.
3.2 Entire Agreement
This Agreement constitutes the entire agreement between the
parties hereto and supersedes all prior agreements, representations, warranties,
statements, promises, and understandings, whether written or oral, with respect
to the subject matter thereof, and cannot be changed or terminated orally. No
party hereto shall be bound by or charged with any written or oral agreements,
representations, warranties, statements, promises, or understandings not
specifically set forth in this Agreement.
3.3 Headings: Certain Terms
The section and other headings contained in this Agreement are
for reference purposes only and shall not be deemed to be part of this Agreement
or to affect the meaning or interpretation of this Agreement.
3.4 Governing Law
All questions concerning the construction, validity and
interpretation of this Agreement and the schedule hereto will be governed by the
law of the State of Georgia.
-9-
<PAGE> 10
3.5 Severability
If any term or provision of this Agreement shall to any extent
be invalid or unenforceable, the remainder of this Agreement shall not be
affected thereby, and each term and provision of this Agreement shall be valid
and enforceable to the fullest extent permitted by law.
3.6 Termination of Agreement
This Agreement shall terminate on the date as of which each
Holder is entitled to commence selling the Registrable Securities held by such
Holder pursuant to Rule 144 under the 1933 Act and subject to the limitations
set forth therein.
3.7 Amendments and Waivers
Except as otherwise provided herein, the provisions of this
Agreement may be amended or waived only upon the prior written consent of
Norrell and the Holders of at least 75% of the Registrable Securities
outstanding at the time.
3.8 Section References
All references contained in this Agreement to any section
number are references to sections of this Agreement unless otherwise
specifically stated.
3.9 Counterparts
This Agreement may be executed in any number of counterparts,
each of which, when executed, shall be deemed to be an original and all of which
together shall be deemed to be one and the same instrument.
3.10 Binding Effect
This Agreement shall be binding on all successors and assigns
of Norrell, whether by merger, reorganization, sale of assets or otherwise.
-10-
<PAGE> 11
IN WITNESS WHEREOF, the parties hereto have signed this Agreement, or
have caused this Agreement to be signed on their behalf by an officer or
representative thereunder duly authorized, on the respective dates states below:
NORRELL CORPORATION
By: /s/ Mark H. Hain
-------------------------------------
Title: Vice President
SHAREHOLDERS:
/s/ Charles F. Phillips
----------------------------------------------
Charles F. Phillips
/s/ Gary L. Kilgore
----------------------------------------------
Gary L. Kilgore
/s/ Ralph L. Lary, III
----------------------------------------------
Ralph L. Lary, III
/s/ George Lytle
----------------------------------------------
George Lytle
/s/ William Holman
----------------------------------------------
William Holman
-11-
<PAGE> 1
[TROUTMAN SANDERS LLP LETTERHEAD]
ATTORNEYS AT LAW
EXHIBIT 5
February 28, 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 proposed offering and sale by certain
shareholders of the Company (the "Selling Shareholders") of 1,000,000 shares
(the "Shares") of the Company's Common Stock, no par value (the "Common Stock").
In the capacity described above, we have examined originals (or copies
certified or otherwise identified to our satisfaction) of the Company's
Registration Statement on Form S-3 (the "Registration Statement"), with respect
to the secondary public offering of the Shares, the form of Common Stock
certificate, the Articles of Incorporation and Bylaws of the Company as in
effect on the date hereof, the Agreement and Plan of Reorganization dated as of
August 5, 1996 (the "Plan of Reorganization") by and among the Company, N.
Acquisition Corp., American Technical Resources, Inc., and the Selling
Shareholders, the Registration Rights Agreement dated as of August 5, 1996
between the Company and the Selling Shareholders, corporate and other documents,
records and papers and certificates of officers of the Company and public
officials. In such examination, we have also assumed the genuineness of all
signatures, the authenticity of all documents submitted to us and the
genuineness and conformity to original documents of documents submitted to us
as certified or photostatic copies.
On the basis of such examination, it is our opinion that the Shares are
duly and validly issued and outstanding, fully paid and non-assessable shares of
Common Stock of the Company.
<PAGE> 2
TROUTMAN SANDERS LLP
ATTORNEYS AT LAW
A LIMITED LIABILITY PARTNERSHIP
Norrell Corporation
February 28, 1997
Page 2
We are members of the Bar of Georgia. In expressing the opinions set
forth above, we are not passing on the laws of any jurisdiction other than the
laws of the State of Georgia and the Federal law of the United States of
America.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the related prospectus.
Very truly yours,
TROUTMAN SANDERS LLP
<PAGE> 1
EXHIBIT 23.2
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.
ARTHUR ANDERSEN LLP
Atlanta, Georgia
February 25, 1997
<PAGE> 1
EXHIBIT 23.3
[GRANT THORNTON LETTERHEAD]
We have issued our report dated April 15, 1996, accompanying the financial
statements of Comtex Information Systems, Inc. and Subsidiaries for the years
ended December 31, 1995 and December 31, 1994 appearing in the 8-K/A of Norrell
Corporation filed on February 19, 1997 which are incorporated by reference in
this Registration Statement of Norrell Corporation on Form S-3 (File
No. 0-24300).
We consent to the incorporation by reference in the Registration Statement of
the aforementioned report and to the use of our name as it appears under the
caption "Experts."
Grant Thornton LLP
New York, New York
February 26, 1997
