As filed with the Securities and Exchange Commission on June 11, 1998
Registration No. 333-27867
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO 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 of (I.R.S. Employer
incorporation or organization) 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. AMENDED AND RESTATED
1996 NONQUALIFIED STOCK OPTION PLAN
(Full title of the plan)
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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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<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 8. Exhibits.
(a) Exhibits.
The following document is filed as a part of this Registration
Statement.
Exhibit Description of Exhibit
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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* Stock Option granted to Anthony J. Bruno, effective
November 13, 1997 (Exhibit 10.6)
4.6* Stock Option granted to James Woo, effective November
13, 1997 (Exhibit 10.7)
4.7* Form of Stock Option granted to certain employees of
the registrant, effective November 13, 1997 (Exhibit
10.10)
4.8* Stock Option Agreement by and between the registrant
and Douglas G. Furra, effective June 1, 1997 (Exhibit
10.11)
4.9* Stock Option Agreement by and between the registrant
and Deborah A. Farrington, effective November 13,
1997 (Exhibit 10.12)
4.10* First Amendment to Stock Option Agreement by and
between the registrant and Samuel E. Hunter,
effective March 20, 1998 (Exhibit 10.13)
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+ Stock option plan, management contract or compensatory arrangement.
* Filed as the exhibit shown in parentheses contained in the registrant's
Form 10-Q (No. 001-13431) filed with the Commission on May 15, 1998,
incorporated herein by reference.
II-2
<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 this Post-Effective Amendment No. 1 to Registration
Statement No. 333-27867 and has duly caused the same 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
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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
--------- -------- ----
<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
Douglas G. Furra Accounting Officer)
/s/ Deborah A. Farrington Director June 10, 1998
- --------------------------------------------
Deborah A. Farrington
/s/ Samuel E. Hunter Director June 10, 1998
- --------------------------------------------
Samuel E. Hunter
/s/ A. Clinton Allen Director June 10, 1998
- --------------------------------------------
A. Clinton Allen
</TABLE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential
Exhibit Page
Number Document Description Number
------- -------------------- -----------
<S> <C>
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* Stock Option granted to Anthony J. Bruno, effective
November 13, 1997 (Exhibit 10.6)
4.6* Stock Option granted to James Woo, effective November
13, 1997 (Exhibit 10.7)
4.7* Form of Stock Option granted to certain employees of the
registrant, effective November 13, 1997 (Exhibit 10.10)
4.8* Stock Option Agreement by and between the registrant and
Douglas G. Furra, effective June 1, 1997 (Exhibit 10.11)
4.9* Stock Option Agreement by and between the registrant and
Deborah A. Farrington, effective November 13, 1997
(Exhibit 10.12)
4.10* First Amendment to Stock Option Agreement by and between
the registrant and Samuel E. Hunter, effective March 20,
1998 (Exhibit 10.13)
- --------------------
+ Stock option plan, management contract or compensatory arrangement.
* Filed as the exhibit shown in parentheses contained in the registrant's Form 10-Q (No. 001-13431) filed with the
Commission on May 15, 1998, incorporated herein by reference.
</TABLE>
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."
A-1
