As filed with the Securities and Exchange Commission on June 11, 1998
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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DIVERSIFIED CORPORATE RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Texas 75-1565578
(State or other jurisdiction (I.R.S. Employer
incorporation or organizati Identification No.)
12801 N. Central Expressway, Suite 350
Dallas, Texas 75243
(Address of principal executive offices) (Zip Code)
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DIVERSIFIED CORPORATE RESOURCES, INC. 1998 NONQUALIFIED STOCK OPTION PLAN
DIVERSIFIED CORPORATE RESOURCES, INC. AMENDED AND RESTATED 1996 NONQUALIFIED
STOCK OPTION PLAN
(Full title of the plans)
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M. Ted Dillard Copy to:
President Mark D. Wigder, Esq.
Diversified Corporate Resources, Inc. Jenkens & Gilchrist,
12801 N. Central Expressway Suite 350 A Professional Corporation
Dallas, Texas 75243 1445 Ross Avenue, Suite 3200
(972) 458-8500 Dallas, Texas 75202
(Name, address and telephone number
including area code of agent for service)
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<S> <C> <C> <C> <C>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount Maximum Maximum Amount of
Title of Class of to be Offering Price Aggregate Registration
Securities to be Registered Registered(1)(2) per Share(3)(4) Offering Price(3)(4) Fee(4)
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Common Stock, $0.10 par value per share 800,000 Shares $12.75 $4,237,303.4 $1,250.00
====================================================================================================================================
<FN>
(1) The securities to be registered consist of 500,000 shares reserved
for issuance under the Diversified Corporate Resources, Inc. Amended and
Restated 1996 Nonqualified Stock Option Plan (the "1996 Plan"), of which a
registration fee for 450,000 securities was paid pursuant to the filing of Form
S-8 (No. 333-27867), filed with the Commission on May 27, 1997, and 300,000
shares reserved for issuance under the Diversified Corporate Resources, Inc.
1998 Nonqualified Stock Option Plan (the "1998 "Plan," and together with the
1996 Plan, the "Plans") .
(2) Pursuant to Rule 416, this Registration Statement is deemed to
include additional shares of Common Stock issuable under the terms of the Plans
to prevent dilution resulting from any future stock split, stock dividend or
similar transaction.
(3) Estimated solely for the purpose of calculating the registration
fee.
(4) Calculated pursuant to Rule 457(c) and (h). Accordingly, the price
per share of the Common Stock offered hereunder pursuant to the Plans is based
on (i) 46,333 shares of Common Stock reserved for issuance under the Plans, but
not subject to outstanding stock options, at a price per share of $12.19, which
is the average of the high and low prices reported on the American Stock
Exchange in the Common Stock as of June 9, 1998, which is a date within five
business days prior to the date of filing the registration statement, and
</FN>
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<PAGE>
(ii) the following shares of Common Stock reserved for
issuance under the Plans and subject to options already granted thereunder at
the following exercise prices:
Number of Shares
of Common Stock Exercise Price
Reserved for Issuance Per Share
--------------------- --------------
236,667 $12.75
59,500 $10.00
7,500 $ 8.00
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information*
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Item 2. Registrant Information and Employee Plan Annual Information*
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The registrant hereby incorporates by reference in this Registration
Statement the following documents previously filed by the registrant with the
Securities and Exchange Commission (the "Commission"):
(1) the registrant's Annual Report on Form 10-K filed with the
Commission for the fiscal year ended December 31, 1997;
(2) the description of the Common Stock, par value $0.10 per
share, of the registrant (the "Common Stock") set forth in the
Registration Statement on Form 8-A filed with the Commission on
November 2, 1985, including any amendment or report filed for the
purpose of updating such description.
All documents filed by the registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date of this Registration
Statement shall be deemed to be incorporated herein by reference and to be a
part hereof from the date of the filing of such documents until such time as
there shall have been filed a post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all securities
remaining unsold at the time of such amendment.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
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*Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act"), and the
Note to Part I of Form S-8.
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<PAGE>
Item 6. Indemnification of Directors and Officers.
The Bylaws, as amended, of the registrant provide that the registrant
may indemnify officers and directors, and may indemnify its other employees and
agents, to the fullest extent permitted by law. The laws of the State of Texas
permit, and in some cases require, corporations to indemnify officers,
directors, agents and employees who are or have been a party to or are
threatened to be made a party to litigation against judgments, fines,
settlements and reasonable expenses under certain circumstances.
The registrant has also adopted provisions in its Articles of
Incorporation that limit the liability of its directors to the fullest extent
permitted by the laws of the State of Texas. Under the registrant's Articles of
Incorporation, and as permitted by the laws of the State of Texas, a director is
not liable to the registrant or its shareholders for damages for breach of
fiduciary duty. Such limitation of liability does not affect liability for (i)
breach of the director's duty of loyalty to the corporation or its shareholders,
(ii) acts or omissions not in good faith that constitute a breach of duty of the
director to the corporation or acts or omissions which involve intentional
misconduct or a knowing violation of the law, (iii) any transaction from which
the director derived an improper benefit, or (iv) the payment of any unlawful
distribution
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
(a) Exhibits.
The following documents are filed as a part of this
Registration Statement.
Exhibit Description of Exhibit
3.1* Articles of Incorporation of the registrant (Exhibit 3(a))
3.2* Bylaws of the registrant (Exhibit 3(b))
3.3** First Amendment to Bylaws of the registrant (Exhibit 3.4)
3.4 Second Amendment to Bylaws of the registrant
4.3 ** Diversified Corporate Resources, Inc. Amended and Restated
1996 Nonqualified Stock Option Plan
4.4** First Amendment to the registrant's Amended and Restated 1996
Nonqualified Stock Option Plan (Exhibit 10.5)
4.5** Diversified Corporate Resources, Inc. 1998 Nonqualified Stock
Option Plan
4.6** Stock Option granted to Anthony J. Bruno, effective November
13, 1997 (Exhibit 10.6)
4.7** Stock Option granted to James Woo, effective November 13, 1997
(Exhibit 10.7)
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<PAGE>
4.8** Stock Option granted to Scott Higby, effective January 14,
1998 (Exhibit 10.8)
4.9** Stock Option granted to John Wilson, effective April 23, 1998
(Exhibit 10.9)
4.10** Form of Stock Option granted to certain employees of the
registrant, effective November 13, 1997 (Exhibit 10.10)
4.11** Stock Option Agreement by and between the registrant and
Douglas G. Furra, effective June 1, 1997 (Exhibit 10.11)
4.12** Stock Option Agreement by and between the registrant and
Deborah A. Farrington, effective November 13, 1997
(Exhibit 10.12)
4.13** First Amendment to Stock Option Agreement by and between the
registrant and Samuel E. Hunter, effective March 20, 1998
(Exhibit 10.13)
5.1 Opinion of Jenkens & Gilchrist, a Professional Corporation
23.1 Consent of Jenkens & Gilchrist, a Professional Corporation
(included in their opinion filed as Exhibit 5.1 hereto)
23.2 Consent of Weaver and Tidwell, L.L.P.
23.3 Consent of Coopers & Lybrand L.L.P.
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* Filed as the exhibit shown in parenthesis contained in the registrant's
Registration Statement on Form S-18 (No. 33-760 FW) filed with the
Commission on November 21, 1985, incorporated herein by reference.
** Filed as the exhibit shown in parenthesis contained in the registrant's
Form 10-Q (No. 001-13431) filed with the Commission on May 15, 1998,
incorporated herein by reference.
II-3
<PAGE>
Item 9. 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
to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this 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; 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 this 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 Commission such
indemnification is 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 of 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.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all 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 Dallas, Texas, on June 10, 1998:
DIVERSIFIED CORPORATE RESOURCES, INC.
By: /s/ J. Michael Moore
-----------------------------
J. Michael Moore,
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints M. Ted Dillard, 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 all documents in
connection therewith, with the Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and 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, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:
<TABLE>
<CAPTION>
Signature Capacity Date
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<S> <C> <C>
/s/ J. Michael Moore Chairman, Chief Executive Officer June 10, 1998
- -------------------------------------------- and Director (Principal Executive
J. Michael Moore Officer)
/s/ M. Ted Dillard President, Secretary and Director June 10, 1998
- --------------------------------------------
M. Ted Dillard
/s/ Douglas G. Furra Chief Financial Officer (Principal June 10, 1998
- -------------------------------------------- Financial Officer and Principal
Accounting Officer)
/s/ Deborah A. Farrington Director June 10, 1998
- --------------------------------------------
Deborah A. Farrington
<PAGE>
/s/ Samuel E. Hunter Director June 10, 1998
- --------------------------------------------
Samuel E. Hunter
/s/ A. Clinton Allen Director June 10, 1998
- --------------------------------------------
A. Clinton Allen
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EXHIBIT INDEX
Sequential
Exhibit Page
Number Document Description Number
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<S> <C>
3.1* Articles of Incorporation of the registrant (Exhibit 3(a))
3.2* Bylaws of the registrant (Exhibit 3(b))
3.3** First Amendment to Bylaws of the registrant (Exhibit 3.4)
3.4 Second Amendment to Bylaws of the registrant
4.3** Diversified Corporate Resources, Inc. Amended and Restated 1996
Nonqualified Stock Option Plan
4.4** First Amendment to the registrant's Amended and Restated 1996
Nonqualified Stock Option Plan (Exhibit 10.5)
4.5** Diversified Corporate Resources, Inc. 1998 Nonqualified Stock Option
Plan
4.6** Stock Option granted to Anthony J. Bruno, effective November 13,
1997 (Exhibit 10.6)
4.7** Stock Option granted to James Woo, effective November 13, 1997
(Exhibit 10.7)
4.8** Stock Option granted to Scott Higby, effective January 14, 1998
(Exhibit 10.8)
4.9** Stock Option granted to John Wilson, effective April 23, 1998 (Exhibit
10.9)
4.10** Form of Stock Option granted to certain employees of the
registrant, effective November 13, 1997 (Exhibit 10.10)
4.11** Stock Option Agreement by and between the registrant and Douglas G.
Furra, effective June 1, 1997 (Exhibit 10.11)
4.12** Stock Option Agreement by and between the registrant and
Deborah A. Farrington, effective November 13, 1997 (Exhibit 10.12)
<PAGE>
4.13** First Amendment to Stock Option Agreement by and between the
registrant and Samuel E. Hunter, effective March 20, 1998 (Exhibit
10.13)
5.1 Opinion of Jenkens & Gilchrist, P.C.
23.1 Consent of Jenkens & Gilchrist, P.C. (included in their opinion filed as
Exhibit 5.1 hereto)
23.2 Consent of Weaver and Tidwell, L.L.P.
23.3 Consent of Coopers & Lybrand L.L.P.
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<FN>
* Filed as the exhibit shown in parenthesis contained in the registrant's Registration Statement on Form
S-18 (No. 33-760 FW) filed with the Commission on November 21, 1985, incorporated herein by
reference.
** Filed as the exhibit shown in parenthesis contained in the registrant's Form 10-Q (No. 001-13431)
filed with the Commission on May 15, 1998, incorporated herein by reference.
</FN>
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EXHIBIT 3.4
<PAGE>
SECOND AMENDMENT TO BYLAWS
OF DIVERSIFIED CORPORATE RESOURCES, INC.
Section 8 of Article II of the Company's Bylaws is hereby amended by
adding to the end thereof the following:
"A proxy that is submitted by a broker or dealer that relates
to shares of stock held by a shareholder through such broker or dealer
or otherwise by such broker or dealer and does not indicate a vote of
such stock on a given matter (a "Broker Non-Vote") shall be counted for
quorum purposes, but shall not be counted as a vote for or against such
matter or as an abstention with respect to such matter."
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EXHIBIT 5.1
A-2
<PAGE>
Jenkens & Gilchrist
A PROFESSIONAL CORPORATION
FOUNTAIN PLACE
1445 ROSS AVENUE, SUITE 3200
DALLAS, TX 75202
(214) 855-4500
TELECOPIER (214) 855-4300
AUSTIN, TEXAS
(512) 499-3800
HOUSTON, TEXAS
(713) 951-3300
WRITER'S DIRECT DIAL NUMBER
(214) 855-4326 SAN ANONIO, TEXAS
(210) 246-5000
June 11, 1998
WASHINGTON, D.C.
Diversified Corporate Resources, Inc. (202) 326-1500
12801 N. Central Expressway, Suite 350
Dallas, Texas 75243
Re: Diversified Corporate Resources, Inc. Registration Statement
Gentlemen:
We have acted as counsel to Diversified Corporate Resources, Inc., a
Texas corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission on or about June 11, 1998, under the
Securities Act of 1933, as amended (the "Securities Act"), relating to 800,000
shares (the "Shares") of the $0.10 par value common stock (the "Common Stock")
of the Company that have been or may be issued by the Company under the Amended
and Restated 1996 Nonqualified Stock Option Plan, as amended, for the Company
(the "1996 Plan") and the 1998 Nonqualified Stock Option Plan (the "1998 Plan,"
and together with the 1996 Plan, the "Plans").
You have requested the opinion of this firm with respect to certain
legal aspects of the proposed offering. In connection therewith, we have
examined and relied upon the original, or copies identified to our satisfaction,
of (1) the Articles of Incorporation and the Bylaws of the Company, as amended;
(2) minutes and records of the corporate proceedings of the Company with respect
to the establishment of the Plan, the issuance of shares of Common Stock
pursuant to the Plan and related matters; (3) the Registration Statement and
exhibits thereto, including the Plans; and (4) such other documents and
instruments as we have deemed necessary for the expression of opinions herein
contained. In making the foregoing examinations, we have assumed the genuineness
of all signatures and the authenticity of all documents submitted to us as
originals, and the conformity to original documents of all documents submitted
to us as certified or photostatic copies. As to various questions of fact
material to this opinion, and as to the content and form of the Articles of
Incorporation, the Bylaws, minutes, records, resolutions and other documents or
writings of the Company, we have relied, to the extent we deem reasonably
appropriate, upon representations or certificates of officers or directors of
the Company and upon documents, records and instruments furnished to us by the
Company, without independent check or verification of their accuracy.
Based upon the firm's examination, consideration of, and reliance on
the documents and other matters described above, and subject to the assumptions
noted below, this firm is of the opinion that the Company presently has
available at least 800,000 shares of authorized but unissued and/or treasury
shares of Common Stock from which may be issued the 800,000 shares of Common
A-1
<PAGE>
Jenkens & Gilchrist
A PROFESSIONAL CORPORATION
Diversified Corporate Resources, Inc.
June __, 1998
Page 2
Stock from which may be issued the 800,000 shares of Common Stock issued or
proposed to be issued pursuant to the exercise of options granted under the
Plans. Assuming that
(1) the outstanding shares are duly granted, and the shares to be
granted in the future will be duly granted in accordance with the terms of the
Plans;
(2) the Company maintains an adequate number of authorized but unissued
shares and/or treasury shares available for issuance to those persons granted
shares of Common Stock under the Plans; and
(3) the consideration for Common Stock issued pursuant to the Plans is
actually received by the Company as provided in the Plans (agreements executed
in connection with the Plans) and exceeds the par value of such shares;
then the 800,000 shares of Common Stock that may be issued in accordance with
the terms of the Plans will be, when and if issued, duly and validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to references to our firm included in or made a part
of the Registration Statement. In giving this consent, we do not admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act or the Rules and Regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
JENKENS & GILCHRIST,
a Professional Corporation
By: /s/ Mark D. Wigder
--------------------
Mark D. Wigder, Esq.
cc: Tracy L. Reynolds, Esq.
M. Ted Dillard
A-2
EXHIBIT 23.2
A-3
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Diversified Corporate Resources, Inc.
We hereby consent to the incorporation by reference in the registration
statement of Diversified Corporate Resources, Inc. on Form S-8 of our report
dated April 9, 1996, on our audit of the consolidated statements of operations,
stockholder's equity (capital deficiency) and cash flows and financial statement
schedule of Diversified Corporate Resources, Inc. and Subsidiaries for the year
ended December 31, 1995, which report is included in the Annual Report on Form
10-K (No. 001-13431).
/s/ Weaver & Tidwell, L.L.P.
----------------------------
WEAVER & TIDWELL, L.L.P.
Dallas, Texas
June 10, 1998
A-4
EXHIBIT 23.3
A-5
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Diversified Corporate Resources, Inc. on Form S-8 related to the Diversified
Corporate Resources, Inc. 1998 Nonqualified Stock Option Plan and the
Diversified Corporate Resources, Inc. Amended and Restated 1996 Nonqualified
Stock Option Plan of our report dated March 23, 1998, on our audits of the
consolidated financial statements and financial statement schedule of
Diversified Corporate Resources, Inc. and Subsidiaries as of December 31, 1997
and 1996, and for the years then ended, which report is included in the Annual
Report on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
------------------------------
COOPERS & LYBRAND L.L.P.
Dallas, Texas
June 11, 1998
A-6
