Registration No. 33-_________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
under
The Securities Act of 1933
RIGHT MANAGEMENT CONSULTANTS, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2153729
(State of incorporation) (I.R.S. Employer Identification No.)
1818 Market Street, Philadelphia, Pennsylvania 19103
(Address of principal executive offices) (Zip Code)
Directors' Stock Option Plan
(Full title of the plan)
G. Lee Bohs, Chief Financial Officer and Treasurer
Right Management Consultants, Inc.
1818 Market Street
Philadelphia, Pennsylvania 19103
(Name and address of agent for service)
(215) 988-1588
(Telephone number, including area code, of agent for service)
With a Copy to:
Theodore A. Young, Esquire
Fox, Rothschild, O'Brien & Frankel
2000 Market Street
10th Floor
Philadelphia, PA 19103-3291
(215) 299-2802
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share (1) Price (1) Fee (1)
- ---------- ---------- ------------- --------- -------
Common Stock, 100,000 $31.50 $3,150,000 $1,086.21
$.01 par shares
value
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(1) Calculated pursuant to Rule 457(h) under the Securities Act of 1933, based
upon the average of the high and low prices of the Registrant's Common
Stock as reported by the National Association of Securities Dealers, Inc.
Automated Quotation System on September 22, 1995.
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Exhibit Index appears on Page II-8
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Right Management Consultants, Inc.
(the "Registrant") with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934 are incorporated into this Registration
Statement by reference:
1. The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1995 and June 30, 1995
2. The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994.
3. The description of the Registrant's shares of common stock, $.01
par value, contained in the Registration Statement on Form 8-A dated March 31,
1987, filed by the Registrant to register such securities under the Securities
Exchange Act of 1934, including all amendments and reports filed for the purpose
of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of
this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing such documents. Any
statement contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes hereof to the extent that a
statement contained herein (or in any other subsequently filed document which
also is incorporated by reference herein) modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed to constitute a part
hereof except as so modified or superseded.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Subchapter D (Sections 1741 through 1750) of Chapter 17 of the
Pennsylvania Business Corporation Law of 1988, as amended (the "BCL"), contains
provisions for mandatory and discretionary indemnification of a corporation's
directors, officers, employees and agents
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(collectively "Representatives"), and related matters.
Under Section 1741, subject to certain limitations, a corporation has
the power to indemnify directors, officers and other Representatives under
certain prescribed circumstances against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement, actually and reasonably
incurred in connection with a threatened, pending or completed action or
proceeding, whether civil, criminal, administrative or investigative, to which
any of them is a party or threatened to be made a party by reason of his being a
Representative of the corporation or serving at the request of the corporation
as a Representative of another corporation, partnership, joint venture, trust or
other enterprise, 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 and,
with respect to any criminal proceeding, had no reasonable cause to believe his
conduct was unlawful.
Section 1742 provides for indemnification with respect to derivative
actions similar to that provided by Section 1741. However, indemnification is
not provided under Section 1742 in respect of any claim, issue or matter as to
which a Representative has been adjudged to be liable to the corporation unless
and only to the extent that the proper court determines upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, a Representative is fairly and reasonably entitled to indemnity for
the expenses that the court deems proper.
Section 1743 provides that indemnification against expenses is
mandatory to the extent that a Representative has been successful on the merits
or otherwise in defense of any such action or proceeding referred to in Section
1741 or 1742.
Section 1744 provides that unless ordered by a court, any
indemnification under Section 1741 or 1742 shall be made by the corporation as
authorized in the specific case upon a determination that indemnification of a
Representative is proper because the Representative met the applicable standard
of conduct, and such determination will be made by the board of directors by a
majority vote of a quorum of directors not parties to the action or proceeding;
if a quorum is not obtainable or if obtainable and a majority of disinterested
directors so directs, by independent legal counsel; or by the shareholders.
Section 1745 provides that expenses incurred by a Representative in
defending any action or proceeding referred to in Subchapter D of Chapter 17 of
the BCL may be paid by the corporation in advance of the final disposition of
such action or proceeding upon receipt of an undertaking by or on behalf of the
Representative to repay such amount if it shall ultimately be determined that he
is not entitled to be indemnified by the corporation.
Section 1746 provides generally that except in any case where the act
or failure to act giving rise to the claim for indemnification is determined by
a court to have constituted willful misconduct or recklessness, the
indemnification and advancement of expenses provided by Subchapter D of Chapter
17 of the BCL shall not be deemed exclusive of any other rights to which a
Representative seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding that office. Section 1746 also
authorizes a corporation to create a fund or otherwise secure or insure in any
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manner its indemnification obligations.
Section 1747 grants a corporation the power to purchase and maintain
insurance on behalf of any Representative against any liability asserted against
him and incurred by him in his capacity as a Representative, or arising out of
his status as such, whether or not the corporation would have the power to
indemnify him against that liability under Subchapter D of Chapter 17 of the
BCL.
Sections 1748 and 1749 apply the indemnification and advancement of
expenses provisions contained in Subchapter D of Chapter 17 of the BCL to
successor corporations resulting from consolidation, merger or division and to
service as a representative of a corporation or an employee benefit plan.
Section 1750 provides that the indemnification and advancement of
expenses pursuant to Subchapter D of Chapter 17 of the BCL shall continue as to
a person who has ceased to be a Representative and shall inure to the benefit of
the heirs and personal representatives of that person.
Section 7-1 of the Registrant's Bylaws provides that the Registrant
will indemnify any director or officer of the Registrant to the fullest extent
permitted by Pennsylvania law against expenses (including legal fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with any threatened, pending or completed action,
suit or proceeding whether civil, criminal, administrative or investigative,
brought or threatened to be brought against him, including actions by or in the
right of the Registrant (a "Proceeding"), involving such person by reason of the
fact that he or she is or was a director or officer of the Registrant or is or
was serving at the request, or for the benefit of, the Registrant in any
capacity for another corporation or other enterprise. The Board of Directors by
resolution may similarly indemnify any person other than a director or officer
to the fullest extent permitted by law for liabilities incurred by him in
connection with services rendered by him for or at the request of the
Registrant.
Section 7-1 further provides that it is applicable to all actions
after its adoption whether arising out of acts or omissions occurring prior or
subsequent to its adoption and shall continue as to former directors and
officers or others who ceased to render services for or at the request of the
Registrant and shall inure to the benefit of the heirs, executors and
administrators of such persons. Section 7-1 states that it shall not be deemed
to provide the exclusive rights to which any director, officer, employee or
agent of the Registrant may be entitled.
Section 7-2 provides that the right to indemnification includes the
right to have the expenses incurred by the indemnified person in defending any
Proceeding paid by the Registrant in advance of the final disposition of the
Proceeding upon receipt of an undertaking by the indemnified person to repay
such advances unless it is ultimately determined that he is entitled to be
indemnified by the Registrant as authorized by law.
Section 7-3 provides that the Registrant may purchase and maintain
insurance, at its expense, on behalf of any person who is or was a director,
officer, employee or agent of the
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Registrant or who is or was serving in any capacity in any other corporation or
organization at the request of the Registrant against any liability asserted
against him or incurred by him in any such capacity, or arising out of his
status as such, whether or not the Registrant would have the power to indemnify
such person under Pennsylvania or other law.
Subsection 3(c) of the Directors' Stock Option Plan provides that no
member of the Committee administering the Plan shall be liable for damages for
any action in connection with the administration of the Plan or the granting of
Awards thereunder unless he breaches a fiduciary duty owed to the Registrant
pursuant to Subchapter B of Chapter 17 of the BCL and the breach constitutes
self-dealing, willful misconduct or recklessness; provided however, that
Subsection 3(c) does not apply to the liability of a Committee member under any
criminal statute or for the payment of taxes.
Subsection 3(d) of the Directors' Stock Option Plan provides that the
Registrant will indemnify to the fullest extent permitted by applicable law and
the Registrant's Articles of Incorporation and/or Bylaws, Committee members in
connection with or arising out of any action, suit or proceeding with respect to
the administration of the Plan or the granting of Options thereunder.
In addition, the Registrant has purchased directors and officers
liability insurance for its directors and officers.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following Exhibits are filed as part of this Registration
Statement:
Exhibit No.
4 Right Management Consultants, Inc. Directors' Stock Option
Plan.
5 Opinion of Fox, Rothschild, O'Brien & Frankel.
23.1 Consent of Arthur Andersen LLP, independent public
accountants.
23.2 Consent of Fox, Rothschild, O'Brien & Frankel (contained in
Exhibit 5).
24 Power of Attorney (included on signature page of the
Registration Statement).
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
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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 to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 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.
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. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
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 Act and will
be governed by the final adjudication of such issue.
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SIGNATURES AND POWER OF ATTORNEY
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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Philadelphia, Pennsylvania, on July 25, 1995.
RIGHT MANAGEMENT CONSULTANTS, INC.
By:/s/ G. Lee Bohs
-----------------------------
G. Lee Bohs
Chief Financial Officer and Treasurer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard J. Pinola and G. Lee Bohs, and
each of them, the undersigned's true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place and stead, in any and all capacities, to sign any and
all amendments to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Richard J. Pinola Director and Chief July 25, 1995
- -------------------------- Executive Officer --------------
Richard J. Pinola
/s/ G. Lee Bohs Chief Financial Officer July 25, 1995
- -------------------------- and Principal Accounting --------------
G. Lee Bohs Officer
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/s/ John Bourbeau Director July 25, 1995
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John Bourbeau
/s/ Larry A. Evans Director July 25, 1995
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Larry A. Evans
/s/ Nancy N. Geffner Director July 25, 1995
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Nancy N. Geffner
/s/ Joseph E. Jannotta,Jr. Director August 4, 1995
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Joseph E. Jannotta, Jr.
/s/ Raymond B. Langton Director July 25, 1995
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Raymond B. Langton
/s/ Frank P. Louchheim Director July 25, 1995
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Frank P. Louchheim
/s/ Rebecca Maddox Director July 26, 1995
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Rebecca Maddox
/s/ Richard J. Pinola Director July 25, 1995
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Richard J. Pinola
/s/ Catherine Selleck Director July 26, 1995
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Catherine Selleck
/s/ Joseph T. Smith Director July 25, 1995
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Joseph T. Smith
/s/ Robert M. Tomasko Director July 25, 1995
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Robert M. Tomasko
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RIGHT MANAGEMENT CONSULTANTS, INC.
DIRECTORS' STOCK OPTION PLAN
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
Exhibit No.
4 Right Management Consultants, Inc. Directors' Stock Option
Plan.
5 Opinion of Fox, Rothschild, O'Brien & Frankel.
23.1 Consent of Arthur Andersen LLP, independent public
accountants.
23.2 Consent of Fox, Rothschild, O'Brien & Frankel (contained in
Exhibit 5).
24 Power of Attorney (included on signature page of the
Registration Statement).
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RIGHT MANAGEMENT CONSULTANTS, INC.
DIRECTORS' STOCK OPTION PLAN
1. Purpose. Right Management Consultants, Inc. (the "Company") hereby adopts the
Right Management Consultants, Inc. Directors' Stock Option Plan (the "Plan").
The Plan is intended to recognize the contributions made to the Company by the
non-employee members of the Board of Directors of the Company, to provide such
persons with additional incentive to devote themselves to the future success of
the Company and its Affiliates, and to improve the ability of the Company to
attract, retain, and motivate individuals who may serve as members of the
Company's Board of Directors, by providing such persons with an opportunity to
acquire or increase their proprietary interest in the Company through receipt of
rights to acquire the Company's Common Stock, par value $.01 per Share (the
"Common Stock") in accordance with the terms and conditions hereof.
2. Definitions. Unless the context clearly indicates otherwise, the following
terms shall have the following meanings:
(a) "Affiliate" means a corporation which is a parent corporation or a
subsidiary corporation with respect to the Company within the meaning of Section
424(a) or (f) of the Code.
(b) "Board of Directors" means the Board of Directors of the Company.
(c) "Business Day" shall mean a day on which there is trading in securities
generally on the New York Stock Exchange.
(d) "Change of Control" shall have the meaning as set forth in Section 9 of
the Plan.
(e) "Code" means the Internal Revenue Code of 1986, as amended.
(f) "Committee" shall have the meaning set forth in Section 3 of the Plan.
(g) "Company" means Right Management Consultants Inc., a Pennsylvania
corporation.
(h) "Disability" means a physical or mental impairment sufficient to make
the individual eligible for benefits under the Long-Term Disability Plan of the
Company (whether or not a participant in such plan), provided such impairment
also constitutes a "disability" within the meaning of Section 22(e)(3) of the
Code.
(i) "Fair Market Value" shall have the meaning set forth in Subsection 8(c)
of the Plan.
(j) "Non-employee Director" means a member of the Board of Directors who is
not, and has not at any time in the past been, either an employee of the Company
or the owner of five percent (5%) or more of the Common Stock then issued and
outstanding.
<PAGE>
(k) "Non-qualified Stock Option" means an Option granted under the Plan
which is not intended to qualify, or otherwise does not qualify, as an
"incentive stock option" within the meaning of Section 422(b) of the Code.
(l) "Option" means a Non-qualified Stock Option granted under the Plan.
(m) "Optionee" means a person to whom an Option has been granted under the
Plan, which Option has not been exercised and has not expired or terminated.
(n) "Option Document" means the document described in Section 8 of the
Plan, as applicable, which sets forth the terms and conditions of each grant of
Options.
(o) "Option Price" means the price at which Shares may be purchased upon
exercise of an Option, as calculated pursuant to Subsection 8(a) of the Plan.
(p) "Rule 16b-3" means Rule 16b-3 promulgated under the Securities Exchange
Act of 1934, as amended.
(q) "Shares" means the shares of Common Stock of the Company which are the
subject of Options.
3. Administration of the Plan. The Plan shall be administered by the Board of
Directors of the Company. The Plan is intended to be a "formula plan" for
purposes of Rule 16b-3 under the Securities Exchange Act of 1934 and shall be
administered by the Board of Directors in a manner consistent with the
requirements of such Rule. The Board of Directors in its administrative capacity
with respect to the Plan, is referred to as the "Committee."
(a) Meetings. The Committee shall hold meetings at such times and places as
it may determine. Acts approved at a meeting by a majority of the members of the
Committee or acts approved in writing by the unanimous consent of the members of
the Committee shall be the valid acts of the Committee.
(b) Interpretation. The interpretation and construction by the Committee of
any provisions of the Plan or of any Option granted under it shall be final,
binding and conclusive.
(c) Exculpation. No member of the Committee shall be personally liable for
monetary damages as such for any action taken or any failure to take any action
in connection with the administration of the Plan or the granting of Options
thereunder unless (i) the member of the Committee has breached or failed to
perform the duties of his office under Subchapter B of Chapter 17 of the
Pennsylvania Business Corporation Law of 1988, as amended, and (ii) the breach
or failure to perform constitutes self-dealing, willful misconduct or
recklessness; provided, however, that the provisions of this Subsection 3(c)
shall not apply to the responsibility or liability of a member of the Committee
pursuant to any criminal statute or to the liability of a member of the
Committee for the payment of taxes pursuant to local, state or federal law.
(d) Indemnification. Service on the Committee shall constitute service as a
member of the Board of Directors of the Company. Each member of the Committee
shall be entitled without further act on his part to indemnity from the Company
to the fullest extent provided by
<PAGE>
applicable law and the Company's Articles of Incorporation and/or By-laws in
connection with or arising out of any action, suit or proceeding with respect to
the administration of the Plan or the granting of Options thereunder in which he
or she may be involved by reason of his or her being or having been a member of
the Committee, whether or not he or she continues to be such member of the
Committee at the time of the action, suit or proceeding.
4. Grants under the Plan. Grants under the Plan, which are intended to
constitute "formula awards" within the meaning of Rule 16b-3, shall be in the
form of Non-qualified Stock Options.
5. Eligibility. Each person who is a Non-employee Director as of the date of a
grant of Options pursuant to the Plan shall be eligible to receive Options
hereunder on such date in accordance with the term hereof.
6. Shares Subject to Plan. The aggregate maximum number of Shares for which
Options may be granted pursuant to the Plan is one hundred thousand (100,000),
subject to adjustment as provided in Section 10 of the Plan. The Shares shall be
issued from authorized and unissued Common Stock or Common Stock held in or
hereafter acquired for the treasury of the Company. If an Option terminates or
expires without having been fully exercised for any reason, the Shares for which
the Option was not exercised may again be the subject of one or more Options
granted pursuant to the Plan.
7. Termination of the Plan. Unless otherwise terminated in accordance with this
Section 7, the Plan shall terminate on the earlier of (i) December 31, 2004 and
(ii) the first Grant Date (as defined in Subsection 8(a)) on which no Options
are granted pursuant to Subsection 8(a). No Options may be granted under the
Plan after termination of the Plan. The Plan is subject to the approval on or
before December 1, 1995 by the affirmative vote of the holders of a majority of
the shares present, or represented, and entitled to vote at a duly called
meeting of the shareholders of the Company at which a quorum representing a
majority of all outstanding voting stock of the Company is, either in person or
by proxy, present and voting. If the Plan is not so approved by the Company's
shareholders on or before December 1, 1995, the Plan shall terminate effective
December 2, 1995, and each Option previously granted under the Plan shall be
null and void. The Board of Directors may, at any time, terminate the Plan.
8. Option Documents and Terms. Options granted pursuant to the Plan shall be
granted, without any further action by the Committee, in accordance with the
terms and conditions set forth in this Section 8, and shall be evidenced by
Option Documents in such form as the Committee shall from time to time approve,
which Option Documents shall comply with and be subject to the following terms
and conditions and such other terms and conditions as the Committee shall from
time to time require which are not inconsistent with the terms of the Plan.
(a) Timing of Grants; Number of Option Shares Subject to Options;
Exercisability of Options; Option Price. Commencing in 1994 and continuing until
the termination of the Plan in accordance with Section 7, each person who is
then a Non-employee Director shall be granted, on the last Business Day of each
calendar year (each a "Grant Date"), an Option to purchase Two Thousand (2,000)
Shares (which number is subject to adjustment as provided in Section 10 of the
Plan). Notwithstanding the preceding sentence, no Options shall be granted
pursuant to the Plan on or after any Grant Date on which the number of shares of
Common Stock for which additional Options might then be granted pursuant to the
Plan is less than the number of shares of Common
<PAGE>
Stock for which Options would otherwise be granted pursuant to the Plan on such
Grant Date. Each Option granted pursuant to the Plan shall become exercisable
over a period of three (3) years, so that the Optionee shall have the right to
exercise the Option with respect to thirty four percent (34%) of the Shares
covered thereby commencing on the first anniversary of such Option's Grant Date,
and the right to exercise the Option with respect to an additional thirty three
percent (33%) of the Shares covered thereby commencing on each of the two
subsequent anniversaries of such Grant Date. The per Share Option Price for
Shares subject to an Option shall be equal to the Fair Market Value of a share
of Common Stock as determined in accordance with Section 8(c).
(b) Termination of Options. Each Option which becomes exercisable in
accordance with Subsection 8(a) shall continue to be exercisable until the first
to occur of the following:
(i) the expiration of five (5) years from and including such Option's Grant
Date;
(ii) the expiration of three (3) months from and including the date the
Optionee's service as a member of the Board of Directors terminates for any
reason other than Disability or death; or
(iii) the expiration of one (1) year from and including the date the
Optionee's service as a member of the Board of Directors terminates by reason of
the Optionee's Disability or death.
(c) Fair Market Value. The Fair Market Value of the Shares subject to each
Option shall be determined as of such Option's Grant Date as follows: (i) if the
Common Stock is then listed on a national securities exchange or included on the
Nasdaq National Market System ("NNM"), the Fair Market Value of a Share shall be
the last reported sale price of the Common Stock, as reported on such exchange
or the NNM, as the case may be, on such Grant Date, or (ii) if the Common Stock
is not then so listed or included on the NNM, the Fair Market Value of a Share
shall be the mean between the last reported "bid" and "asked" prices of the
Common Stock on such Grant Date, as reported by the National Association of
Securities Dealers, Inc. or, if not so reported, as reported by the National
Daily Quotation Bureau, Inc. or, if not so reported, as reported in a customary
financial reporting service, as the case may be, on such Grant Date.
Notwithstanding the preceding sentence, in the event there is not a last
reported sale price or last reported "bid" and "asked" prices, as applicable,
for the Common Stock on a Grant Date, the Fair Market Value of a Share shall be
determined in the manner provided in the preceding sentence but as of the most
recent Business Day preceding such Grant Date for which such information is
available, unless such information is not available for any of the twenty (20)
Business Days immediately preceding such Grant Date, in which case the Fair
Market Value of a Share shall be deemed to be the book value (determined in
accordance with generally accepted accounting principles) of a share of Common
Stock as of the close of the calendar year in which the Grant Date occurs,
increased (if such book value is not an even whole dollar amount) to the next
whole dollar.
(d) Exercise. No Option shall be deemed to have been exercised prior to the
receipt by the Company of written notice of such exercise and of payment in full
of the Option Price for the Shares to be purchased. Each such notice shall
specify the number of Shares to be purchased and shall (unless the Shares are
covered by a then current registration statement or a Notification under
Regulation A under the Securities Act of 1933, as amended (the "Act") and
qualified for sale under applicable state securities or "Blue Sky" laws ("Blue
Sky Laws")), contain the Optionee's acknowledgement in form and substance
satisfactory to the Company that (a) such Shares are being purchased for
investment and not for distribution or resale (other than a distribution or
resale which, in the opinion of counsel satisfactory to the Company, may be made
<PAGE>
without violating the registration provisions of the Act and applicable Blue Sky
Laws), (b) the Optionee has been advised and understands that (i) the Shares
have not been registered under the Act or qualified for sale under applicable
Blue Sky Laws and are "restricted securities" within the meaning of Rule 144
under the Act and are subject to restrictions on transfer, and (ii) the Company
is under no obligation to register the Shares under the Act or qualify the
Shares for sale under applicable Blue Sky Laws, to take any action which would
make available to the Optionee any exemption from such registration or
qualification, (c) such Shares may not be transferred without compliance with
all applicable federal and state securities laws, and (d) an appropriate legend
referring to the foregoing restrictions on transfer and any other restrictions
imposed under the Option Documents may be endorsed on the certificates.
Notwithstanding the foregoing, if the Company determines that issuance of Shares
should be delayed pending (A) registration under federal or state securities
laws, (B) the receipt of an opinion of counsel satisfactory to the Company that
an appropriate exemption from such registration is available, (C) the listing or
inclusion of the Shares on any securities exchange or an automated quotation
system, or (D) the consent or approval of any governmental regulatory body whose
consent or approval is necessary in connection with the issuance of such Shares,
the Company may defer exercise of any Option granted hereunder until any of the
events described in this sentence has occurred.
(e) Medium of Payment. An Optionee shall pay for Shares (i) in cash, or
(ii) by such other mode of payment as the Committee may approve, including
payment through a broker in accordance with procedures permitted by Regulation T
of the Federal Reserve Board. Furthermore, the Committee shall provide in each
Option Document that payment may be made in whole or in part in shares of the
Company's Common Stock. If payment is made in whole or in part in shares of the
Company's Common Stock, then Optionee shall deliver to the Company certificates
registered in the name of such Optionee representing the shares of Common Stock
owned by such Optionee, free of all liens, claims and encumbrances of every kind
and having an aggregate Fair Market Value (determined in the manner specified in
Subsection 8(c) but as of the date of delivery) that is at least as great as the
Option Price of the Shares (or the relevant portion thereof) with respect to
which such Option is to be exercised by the payment in shares of Common Stock,
endorsed in blank or accompanied by stock powers duly endorsed in blank by the
Optionee. In the event that certificates for shares of the Company's Common
Stock delivered to the Company represent a number of shares in excess of the
number of shares required to make payment for the Option Price of the Shares (or
relevant portion thereof) with respect to which such Option is to be exercised
by payment in shares of Common Stock, the stock certificate issued to the
Optionee shall represent (i) the Shares in respect of which payment is made, and
(ii) such excess number of shares.
(f) Transfers. No Option granted under the Plan may be transferred by the
Optionee other than by will or by the laws of descent and distribution. During
the lifetime of the person to whom an Option is granted, such Option may be
exercised only by such person. Notwithstanding the foregoing, an Option may be
transferred by the Optionee pursuant to a "qualified domestic relations order,"
within the meaning of Sections 401(a)(13) and 414(p) of the Code or within the
meaning of Title I of the Employee Retirement Income Security Act of 1974, as
amended, or the rules thereunder.
9. Change of Control. In the event of a Change of Control, Options granted
pursuant to the Plan shall become immediately exercisable in full.
<PAGE>
A "Change of Control" shall be deemed to have occurred upon the earliest to
occur of the following events: (i) the date the shareholders of the Company (or
the Board of Directors, if shareholder action is not required) approve a plan or
other arrangement pursuant to which the Company will be dissolved or liquidated,
or (ii) the date the shareholders of the Company (or the Board of Directors, if
shareholder action is not required) approve a definitive agreement to sell or
otherwise dispose of substantially all of the assets of the Company, or (iii)
the date the shareholders of the Company (or the Board of Directors, if
shareholder action is not required) and the shareholders of the other
constituent corporation (or its board of directors if shareholder action is not
required) have approved a definitive agreement to merge or consolidate the
Company with or into such other corporation, other than, in either case, a
merger or consolidation of the Company in which holders of shares of the
Company's Common Stock immediately prior to the merger or consolidation will
have at least a majority of the ownership of common stock of the surviving
corporation (and, if one class of common stock is not the only class of voting
securities entitled to vote on the election of directors of the surviving
corporation, a majority of the voting power of the surviving corporation's
voting securities) immediately after the merger or consolidation, which common
stock (and, if applicable, voting securities) is to be held in the same
proportion as such holders' ownership of Common Stock of the Company immediately
before the merger or consolidation, or (iv) the date any entity, person or
group, within the meaning of Section 13(d)(3) or Section 14(d)(2) of the
Securities Exchange Act of 1934, as amended, other than an Excluded Person (as
defined in this Section 9) shall have become the beneficial owner of, or shall
have obtained voting control over, more than twenty-five percent (25%) of the
outstanding shares of the Company's Common Stock, or (v) the first day after the
date this Plan is effective when directors are elected such that a majority of
the Board of Directors shall have been members of the Board of Directors for
less than two (2) years, unless the nomination for election of each new director
who was not a director at the beginning of such two (2) year period was approved
by a vote of at least two-thirds of the directors then still in office who were
directors at the beginning of such period. For purposes of this Section 9, the
term Excluded Person means (A) the Company or any of its subsidiaries or any
employee benefit plan (or related trust) sponsored or maintained by the Company
or any of its subsidiaries or (B) the chief executive officer of the Company at
the time of the determination of a Change of Control, or any "group" (within the
meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act
of 1934, as amended) of which such chief executive officer is a member or any
entity of which such chief executive officer owns 25% or more of the voting
interests.
10. Adjustments on Changes in Capitalization. The aggregate number of Shares as
to which Options may be granted hereunder, the number of Option Shares covered
by Options to be granted under Section 8(a) of the Plan, the number and class or
classes of shares covered by each outstanding Option and the Option Price
thereof shall be appropriately adjusted in the event of a stock dividend, stock
split, recapitalization or other change in the number or class of issued and
outstanding equity securities of the Company resulting from a subdivision or
consolidation of the Common Stock and/or, if appropriate, other outstanding
equity securities or a recapitalization or other capital adjustment (not
including the issuance of Common Stock on the conversion of other securities of
the Company which are convertible into Common Stock) affecting the Common Stock
which is effected without receipt of consideration by the Company. The Committee
shall have authority to determine the adjustments to be made under this Section,
and any such determination by the Committee shall be final, binding and
conclusive. Fractional shares resulting from any adjustment pursuant to this
Section 10 shall be settled in cash.
<PAGE>
11. Amendment of the Plan. Subject to the limitations in this Section 11, the
Board of Directors or its Executive Committee may amend the Plan from time to
time in such manner as it may deem advisable. Notwithstanding any provision to
the contrary, the Plan shall not be amended (i) more than once every six (6)
months, other than to comport with changes in the Code or the Employee
Retirement Income Security Act of 1974, as amended, or the rules thereunder, if
applicable, or (ii) without the approval of the Company's shareholders in
accordance with Rule 16b-3, if the amendment would (A) materially increase the
benefits accruing to participants under the Plan, (B) materially increase the
number of securities which may be issued under the Plan, or (C) materially
modify the requirements as to eligibility for participation in the Plan.
12. No Commitment to Retain. The grant of an Option pursuant to the Plan shall
not be construed to imply or to constitute evidence of any agreement, express or
implied, on the part of the Company or any Affiliate to retain the Optionee as a
member of the Board of Directors or in any other capacity.
13. Designation of Beneficiary. Each Optionee may designate a beneficiary or
beneficiaries (on a form supplied by the Committee) to exercise his Options
and/or receive any payments as may be due under the Plan to such beneficiary or
beneficiaries in the event of the Optionee's death, and may change such
designation from time to time and at any time prior to the death of such
Optionee.
14. Withholding of Taxes. Whenever the Company proposes or is required to
deliver or transfer Shares in connection with the exercise of an Option, the
Company shall have the right to (a) require the recipient to remit or otherwise
make available to the Company an amount sufficient to satisfy any federal, state
and/or local withholding tax requirements prior to the delivery or transfer of
any certificate or certificates for such Shares or (b) take whatever other
action it deems necessary to protect its interests with respect to tax
liabilities. The Company's obligation to make any delivery or transfer of Shares
shall be conditioned on the Optionee's compliance, to the Company's
satisfaction, with any withholding requirement.
15. Interpretation. The Plan is intended to grant "formula awards" within the
meaning of Rule 16b-3 to Non-employee Directors without disqualifying such
individuals as "disinterested" directors of the Company for purposes of Rule
16b-3. The Plan is also intended to conform to the requirements of Rule 16b-3
such that awards of Options pursuant to the Plan will be exempted from the
provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended.
To the extent that any provision of the Plan would cause a conflict with such
requirements or would cause a Non-employee Director not to qualify as a
"disinterested" director under Rule 16b-3, such provision shall be deemed null
and void to the extent permitted by applicable law. This section shall not be
applicable if no class of the Company's equity securities is then registered
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.
16. Governing Law. The Plan shall be construed according to the laws of the
Commonwealth of Pennsylvania and all provisions hereof shall be administered
according to and its validity shall be determined under, the laws of such state,
except where preempted by federal law.
August 29, 1995
Right Management Consultants, Inc.
1818 Market Street, 14th Floor
Philadelphia, PA 19103
Gentlemen:
We have acted as your counsel in connection with the filing of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission covering 100,000 shares of Common Stock, $.01
par value (the "Shares"), of Right Management Consultants, Inc., a Pennsylvania
corporation (the "Company"). Such shares may be issued pursuant to the Company's
Directors' Stock Option Plan (the "Plan").
As counsel for the Company, we have examined such corporate records,
certificates and other documents and questions of law as we have considered
necessary or appropriate for purposes of this opinion. For purposes of this
opinion, we have assumed that the Shares will be issued in accordance with the
terms and conditions of the Plan. Based on the foregoing, we advise you that, in
our opinion, such of the Shares as are issued and paid for in accordance with
the terms and conditions of the Plan, will be legally issued, fully-paid and
non-assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not hereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations thereunder.
Very truly yours,
/s/ Fox, Rothschild, O'Brien & Frankel
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 Registration Statement of our report dated January
31, 1995 included in Right Management Consultants, Inc. Form 10-K for the year
ended December 31, 1994 and to all references to our firm included in this
Registration Statement.
/s/ Arthur Andersen LLP
Philadelphia, Pa.,
September 25, 1995
