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)
1993 Stock Incentive Plan (as amended and renamed*)
(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
(215) 299-2802
* formerly the 1993 Stock Option Plan
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CALCULATION OF REGISTRATION FEE
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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, 350,000 $31.50 $11,025,000 $3,801.75
$.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-9.
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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 (the "Common Stock"), 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
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and discretionary indemnification of a corporation's directors, officers,
employees and agents (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
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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 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
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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 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(d) of the 1993 Stock Incentive Plan provides that no
member of the Committee administering the Plan (the "Committee") 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(d) does not apply to the liability of a Committee member under
any criminal statute or for the payment of taxes.
Subsection 3(e) of the 1993 Stock Incentive 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 awards 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. 1993 Stock Incentive
Plan, as amended and renamed.
5 Opinion of Fox, Rothschild, O'Brien & Frankel.
23.1 Consent of Arthur Andersen LLP, independent public
accountants.
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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:
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.
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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 Regi-strant in the successful defense of any action, suit or
pro-ceeding) 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
indemni-fication 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
- -------------------------- -------------
John Bourbeau
/s/ Larry A. Evans Director July 25, 1995
- -------------------------- -------------
Larry A. Evans
/s/ Nancy N. Geffner Director July 25, 1995
- -------------------------- -------------
Nancy N. Geffner
/s/ Joseph E. Jannotta,Jr. Director August 4, 1995
- -------------------------- -------------
Joseph E. Jannotta, Jr.
/s/ Raymond B. Langton Director July 25, 1995
- -------------------------- -------------
Raymond B. Langton
/s/ Frank P. Louchheim Director July 25, 1995
- -------------------------- -------------
Frank P. Louchheim
/s/ Rebecca Maddox Director July 26, 1995
- -------------------------- -------------
Rebecca Maddox
/s/ Richard J. Pinola Director July 25, 1995
- -------------------------- -------------
Richard J. Pinola
/s/ Catherine Selleck Director July 26, 1995
- -------------------------- -------------
Catherine Selleck
/s/ Joseph T. Smith Director July 25, 1995
- -------------------------- -------------
Joseph T. Smith
/s/ Robert M. Tomasko Director July 25, 1995
- -------------------------- -------------
Robert M. Tomasko
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RIGHT MANAGEMENT CONSULTANTS, INC.
1993 STOCK INCENTIVE PLAN
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
Exhibit No.
4 Right Management Consultants, Inc. 1993 Stock Incentive
Plan, as amended and renamed.
5 Opinion of Fox, Rothschild, O'Brien & Frankel.
23.1 Consent of Arthur Andersen LLP, independent certified 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.
1993 STOCK INCENTIVE PLAN
(formerly the "1993 Stock Option Plan")
1. Purpose. This 1993 Stock Incentive Plan (the "Plan") is intended to recognize
the contributions made to the Company by key employees (including employees who
are members of the Board of Directors) of the Company or any Affiliate and
independent contractors who are managing principals of one or more of the
Company's franchisees, to provide such persons with additional incentive to
devote themselves to the future success of the Company or an Affiliate, and to
improve the ability of the Company or an Affiliate to attract, retain, and
motivate individuals upon whom the Company's sustained growth and financial
success depend, by providing such persons with an opportunity to acquire or
increase their proprietary interest in the Company through receipt of Restricted
Stock (as defined below) of the Company and/or rights to acquire the Company's
Common Stock, par value $.01 per Share (the "Common Stock") in accordance with
the terms of the Plan. In addition, the Plan is intended as additional incentive
to directors of the Company who are not employees of the Company or an Affiliate
to devote themselves to the future success of the Company by providing them with
an opportunity to acquire or increase their proprietary interest in the Company
through the receipt of Options to acquire Common Stock in accordance with the
terms of the Plan.
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(e) or (f) of the Code.
(b) "Award" means an award of an Option and/or Restricted Stock granted
pursuant to the Plan.
(c) "Award Document" means either an Option Document or a Restricted Stock
Document or both.
(d) "Board of Directors" means the Board of Directors of the Company.
(e) "Change of Control" shall have the meaning as set forth in Section 9 of
the Plan.
(f) "Code" means the Internal Revenue Code of 1986, as amended.
<PAGE>
(g) "Committee" means the committee consisting of at least two (2) members
of the Board of Directors who satisfy the requirement of Section 3(a) of the
Plan appointed by the Board of Directors from time to time to administer the
Plan pursuant to Section 3 of the Plan.
(h) "Company" means Right Management Consultants, Inc., a Pennsylvania
corporation.
(i) "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.
(j) "Fair Market Value" shall have the meaning set forth in Subsection
8(a)(ii) of the Plan.
(k) "ISO" means an Option granted under the Plan which is intended to
qualify as an "incentive stock option" within the meaning of Section 422(b) of
the Code.
(l) "Non-employee Director" means a member of the Board of Directors who is
not an employee of the Company or an Affiliate.
(m) "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.
(n) "Option" means either an ISO or a Non-qualified Stock Option granted
under the Plan.
(o) "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.
(p) "Option Document" means the document described in Section 8(a) of the
Plan, as applicable, which sets forth the terms and conditions of each grant of
Options.
(q) "Option Price" means the price at which Shares may be purchased upon
exercise of an Option, as calculated pursuant to subsection 8(a)(ii) of the
Plan.
(r) "Participant" means a person who holds an Option or Restricted Stock.
(s) "Plan Shares" means the shares of Common Stock of the Company which
have been, or may be, issued pursuant to the Plan.
<PAGE>
(t) "Restricted Stock" means Common Stock granted pursuant to Section 8(b)
of the Plan that is subject to a risk of forfeiture in accordance with the terms
of such grant.
(u) "Restricted Stock Document" means the document described in Section
8(b) of the Plan which sets forth the terms and conditions of each grant of
Restricted Stock.
(v) "Rule 16b-3" means Rule 16b-3 promulgated under the Securities Exchange
Act of 1934, as amended.
(w) "Shares" means the shares of Common Stock of the Company which are the
subject of Options.
3. Administration of the Plan.
(a) General. The Plan shall be administered by the Committee which shall at
all times consist of two (2) or more persons, each of whom shall be members of
the Board of Directors. Each member of the Committee shall be a disinterested
person (as such term is defined in Rule 16b-3) and an "outside director" within
the meaning of Section 162(m) of the Code and applicable interpretive authority
thereunder. The Board of Directors may from time to time remove members from, or
add members to, the Committee. Vacancies on the Committee, howsoever caused,
shall be filled (or eliminated, consistent with the first sentence of this
Section 3(a) by the reduction of the size of the Committee) by the Board of
Directors.
(b) 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.
(c) Grants. The Committee shall from time to time at its discretion grant
Awards pursuant to the terms of the Plan. The Committee shall have plenary
authority to (i) determine the individuals to whom, and the times at which, the
Awards shall be granted, (ii) determine the type of Award to be granted and the
number of Shares and/or amount of Restricted Stock subject thereto, (iii) if an
Option is granted, determine the Option Price, its terms and the period or
periods when such Option is exercisable, and (iv) approve the form and terms and
conditions of the Award Documents; all subject, however, to the express
provisions of the Plan. In making such determinations, the Committee may take
into account the nature of the individual's services and responsibilities, the
individual's present and potential contribution to the Company's success and
such other factors as it may deem relevant. The interpretation and construction
by the Committee of any provisions of the Plan or of any Awards granted under it
shall be final, binding and conclusive. Notwithstanding the foregoing, no single
individual shall receive, in any calendar year, Awards entitling such individual
to more than 10% of the Plan Shares.
<PAGE>
(d) 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 Awards
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(d)
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.
(e) 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 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 Awards 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. The Committee may grant any of the following types of
Awards, either singly, in tandem or in any combination as the Committee may in
its sole discretion determine:
(a) Options, in the form of Non-qualified Stock Options or ISOs or any
combination thereof; and Restricted Stock.
5. Eligibility. Subject to the limitations set forth in this Section 5, all key
employees and independent contractors who are managing principals of one or more
of the Company's franchisees and members of the Board of Directors who are not
then serving as members of the Committee shall be eligible to receive Awards
hereunder. The Committee, in its sole discretion, shall determine whether an
individual is eligible to be granted Awards hereunder. Only employees or
employee directors may be granted an ISO or Restricted Stock.
6. Shares Subject to Plan. The aggregate maximum number of Plan Shares is Seven
Hundred Thousand (700,000), subject to adjustment or amendment as provided in
Sections 10 and 11 of the Plan. No more than Three Hundred Thousand (300,000) of
the Plan Shares, as such number may be adjusted as provided in Sections 10 and
11 of the Plan, shall become permanently issued (i.e., cease to be subject to
risk of forfeiture) as a result of Awards of Restricted Stock. Plan Shares not
issued in the form of Restricted Stock (including all or any portion of the Plan
Shares available for issuance as Restricted Stock Awards) may be issued pursuant
to Options. The Plan Shares shall be issued from authorized and unissued Common
Stock or Common Stock held in or hereafter acquired
<PAGE>
for the treasury of the Company. If an Option terminates, is cancelled or
expires without having been fully exercised for any reason or if Restricted
Stock is forfeited for any reason, the Shares underlying the unexercised portion
of the Option and/or the forfeited Restricted Stock, as the case may be, may
again be the subject of one or more Awards granted pursuant to the Plan.
7. Term of the Plan. The Plan is effective as of October 28, 1992, the date on
which it was adopted by the Board of Directors. The Plan was approved by the
shareholders of the Company on December 16, 1992. The amendments to the Plan as
contained herein and as approved by the Board of Directors on March 21, 1995
shall require shareholder approval on or before March 20, 1996 (which approval
shall be by a majority of the votes cast at a duly called meeting of the
shareholders 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) or
such amendments shall be deemed null and void.
8. Award Documents and Terms.
(a) Options. Each Option granted under the Plan shall be a Non-qualified
Stock Option unless the Option shall be specifically designated at the time of
grant to be an ISO for Federal income tax purposes. If any Option designated an
ISO is determined for any reason not to qualify as an ISO within the meaning of
Section 422 of the Code, such Option shall be treated as a Non-qualified Stock
Option for all purposes under the provisions of the Plan. Options granted
pursuant to the Plan shall be evidenced by the 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:
(i) Number of Option Shares. Each Option Document shall state the number of
Shares to which it pertains. An Optionee may receive more than one Option, which
may include Options which are intended to be ISOs and Options which are not
intended to be ISOs, but only on the terms and subject to the conditions and
restrictions of the Plan.
(ii) Option Price. Each Option Document shall state the Option Price which,
for a Non-qualified Stock Option, may be less than, equal to, or greater than
the Fair Market Value of the Shares on the date the Option is granted, but in no
case less than eighty-five percent (85%) of such Fair Market Value, and, for an
ISO, shall be at least 100% of the Fair Market Value of the Shares on the date
the Option is granted as determined by the Committee in accordance with this
Subsection 8(a)(ii); provided, however, that if an ISO is granted to an Optionee
who then owns, directly or by attribution under Section 424(d) of the Code,
shares possessing more than ten percent of the total combined voting power of
all classes of stock of the Company or an Affiliate, then the Option Price shall
be at least 110% of the Fair Market Value of the Shares on the date the Option
is granted. If the Common Stock is traded in a public market, then the Fair
Market Value per share shall be, if the Common Stock is listed on a national
securities exchange or included in
<PAGE>
the NASDAQ National Market System, the last reported sale price thereof on the
date the Option is granted, or, if the Common Stock is not so listed or
included, the mean between the last reported "bid" and "asked" prices thereof on
the relevant date, reported on NASDAQ or, if not so reported, as reported by the
National Daily Quotation Bureau, Inc. or as reported in a customary financial
reporting service, as applicable and as the Committee determines.
(iii) 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 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")) contain
the Optionee's acknowledgment 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 without violating the registration
provisions of the Act), (b) the Optionee has been advised and understands that
(i) the Shares have not been registered under the Act 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 to take any action which would make available to the
Optionee any exemption from such registration, (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.
(iv) 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 may provide in an
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 the Optionee shall deliver to the Company
certificates registered in the name of such Optionee representing the shares
owned by such Optionee, free of all liens, claims and encumbrances of every kind
and having an aggregate Fair Market Value on the date of delivery that is at
least as great as the Option Price of the Shares (or relevant portion
<PAGE>
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. Notwithstanding the foregoing, Company Common
Stock which is identified as having been obtained through an Option under this
Plan and still subject to the holding rules applicable to ISOs under the Code
may not be tendered in payment of the Option Price. 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. Notwithstanding the foregoing, the Committee may impose from time to
time such limitations and prohibitions on the use of shares of the Common Stock
to exercise an Option as it deems appropriate.
(v) Termination of Options.
(A) No Option shall be exercisable after the first to occur of the following:
(1) Expiration of the Option term specified in the Option Document, which
shall not occur after (i) ten years from the date of grant, or (ii) five years
from the date of grant of an ISO if the Optionee on the date of grant owns,
directly or by attribution under Section 424(d) of the Code, shares possessing
more than ten percent (10%) of the total combined voting power of all classes of
stock of the Company or an Affiliate;
(2) Expiration of three months from the date the Optionee's employment or
service with the Company or its Affiliates terminates for any reason other than
Disability or death or as otherwise specified in Subsection 8(a)(v)(A)(4) or
8(a)(v)(A)(5) below;
(3) Expiration of one year from the date such employment or service with
the Company or its Affiliates terminates due to the Optionee's Disability or
death;
(4) A finding by the Committee that the Optionee (i) has become employed
without the Company's or an Affiliate's consent by a competitor of the Company
or an Affiliate, or has become engaged in competition with the Company or an
Affiliate, (ii) has divulged without the consent of the Company or an Affiliate
any secret or confidential information belonging to the Company or an Affiliate,
(iii) has been dishonest or fraudulent in any matter affecting the Company, (iv)
committed any act which, in the sole judgment of the Committee, has been
substantially detrimental to the interests of the Company or (v) was terminated
for other reasons which would constitute cause under applicable law. The Company
shall give an Optionee written notice of the occurrence of any such event prior
to making any such determination. The determination of the Committee as to the
occurrence of any of the events specified in this paragraph shall be conclusive
and binding upon all persons for all purposes. In the event the Committee
determines that any such event as specified in this paragraph has occurred, in
<PAGE>
addition to immediate termination of the Options held by the Optionee, the
Optionee shall automatically forfeit all Shares for which the Company has not
yet delivered the share certificates upon refund by the Company of the Option
Price. Notwithstanding anything herein to the contrary, the Company may withhold
delivery of share certificates pending the resolution of any inquiry that could
lead to a finding resulting in a forfeiture.
(5) The date, if any, set by the Board of Directors as an accelerated
expiration date in the event of the liquidation or dissolution of the Company.
(B) Notwithstanding the foregoing, the Committee may extend the period during
which all or any portion of an Option may be exercised to a date no later than
the Option term specified in the Option Document pursuant to Subsection
8(a)(v)(A)(1), provided that any change pursuant to this Subsection 8(a)(v)(B)
which would cause an ISO to become a Non-qualified Stock Option may be made only
with the consent of the Optionee.
(vi) Transfers. No Option granted under the Plan may be transferred, except
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 him.
Notwithstanding the foregoing, a Non-qualified Stock Option may be transferred
pursuant to the terms of 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.
(vii) Holding Period. No Option granted under the Plan may be exercised
before the later of (i) the expiration of six months from the date of grant,
(ii) the expiration of six months following the date the Plan is approved by the
Company's shareholders or (iii) the expiration of such greater period of time as
may be specified in the Option Documents.
(viii) Limitation on Grants. In no event shall the aggregate fair market
value of the shares of Common Stock (determined at the time the ISO is granted)
with respect to which ISOs under all incentive stock option plans of the Company
or its Affiliates are exercisable for the first time by the Optionee during any
calendar year exceed $100,000.
(ix) Other Provisions. Subject to the provisions of the Plan, the Option
Documents shall contain such other provisions including, without limitation,
provisions authorizing the Committee to accelerate the exercisability of all or
any portion of an Option granted pursuant to the Plan, and such additional
restrictions upon the exercise of the Option or additional limitations upon the
term of the Option, as the Committee shall deem advisable. Subject to Sections
8(a)(v) and 8(a)(x) and the general limitations on Options contained herein, the
Board of Directors may authorize adjustments of an Option granted under the Plan
with respect to the Option Price, the number of Shares, the term and any
restrictions. Such adjustments may be accomplished by cancellation of an
outstanding Option and a subsequent regranting of an Option, by amendment, or by
substitution of an outstanding Option and may result in an Option Price which is
higher but not lower than the Option Price of the prior Option, provide for a
greater or lesser
<PAGE>
number of Shares subject to the Option, or provide for a longer or shorter term
than the prior Option. The prohibition on the reduction of the Option Price
contained in the preceding sentence shall not apply to adjustments made to
reflect changes in capitalization as contemplated by Section 10.
(x) Amendment. Subject to the provisions of the Plan, the Committee shall
have the right to amend Option Documents issued to an Optionee, subject to the
Optionee's consent if such amendment is not favorable to the Optionee, except
that the consent of the Optionee shall not be required for any amendment made
pursuant to Subsection 8(a)(v)(A)(5) or Section 10 of the Plan, as applicable.
(b) Restricted Stock. Restricted Stock granted pursuant to the Plan shall
be evidenced by the Restricted Stock Documents (which shall include the stock
certificate(s) evidencing such Restricted Stock and such other documents as the
Committee shall determine with respect to each Award of Restricted Stock) in
such form(s) as the Committee shall from time to time approve, which Restricted
Stock Documents shall, to the extent applicable, 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:
(i) Amount of Restricted Stock. The Restricted Stock Documents shall state
the amount of Restricted Stock to which they pertain.
(ii) Issuance and Restrictions. Restricted Stock shall be subject to such
restrictions on transferability and other restrictions, if any, as the Committee
may impose, which restrictions may lapse separately or in combination at such
time(s), under such circumstances, in such installments, or otherwise, as the
Committee may determine. Except to the extent restricted under the terms of the
Plan and the applicable Restricted Stock Documents, a Participant granted
Restricted Stock shall have all rights of a shareholder of the Company with
respect to the Restricted Stock issued in the name of such Participant and then
outstanding, including, without limitation, the right to vote such Restricted
Stock and the right to receive dividends thereon.
(iii) Forfeiture. Except as otherwise determined by the Committee, upon
termination of the employment of a Participant during a period when the
Restricted Stock of such Participant is subject to forfeiture under the
Restricted Stock Documents applicable thereto, such Restricted Stock shall be
forfeited and reacquired by the Company; provided, however, that the Committee
may provide, by rule or regulation or in any Restricted Stock Document, or may
determine in any individual case, that restrictions or forfeiture conditions
relating to Restricted Stock will be waived in whole or in part in the event of
terminations resulting from specified causes, and the Committee may in other
cases waive in whole or in part the forfeiture of Restricted Stock.
(iv) Certificates. Restricted Stock granted under the Plan shall be
evidenced by one or more stock certificates as determined by the Committee. Each
such certificate
<PAGE>
shall be registered in the name of the Participant and such certificates shall
bear an appropriate legend referring to the terms, conditions, and restrictions
applicable to such Restricted Stock. The Company shall retain physical
possession of the certificate(s) so long as the Plan Shares evidenced thereby
are subject to forfeiture and the Participant shall (as a condition precedent to
the issuance of a Restricted Stock Award) deliver a stock power to the Company,
endorsed in blank, relating to the Restricted Stock to be issued. At the
expiration of the applicable restriction period, the Company shall release to
the Participant (or the Participant's legal representative or designated
beneficiary) the certificate(s) representing the Restricted Stock with respect
to which the applicable restrictions have been satisfied.
(v) Dividends. The Committee, in its sole discretion, may permit or require
the payment of dividends on the Restricted Stock to be automatically reinvested
in additional Restricted Stock or other investment vehicles. Unless otherwise
determined by the Committee, Common Stock distributed as a dividend or otherwise
distributed in connection with the Restricted Stock shall be subject to the same
restrictions and risk of forfeiture as the Restricted Stock with respect to
which such Common Stock has been distributed.
(vi) Minimum Holding Period. Restricted Stock granted under the Plan may
not be transferred, sold or otherwise disposed of, by the Participant before the
later of (i) the expiration of six months from the date of grant, or (ii) the
expiration of six months following the date the amendments to the Plan adopting
the Restricted Stock provisions are approved by the Company's Shareholders.
9. Change of Control. In the event of a Change of Control, the Committee may
take whatever action it deems necessary or desirable with respect to the Options
and Restricted Stock outstanding. Such action includes, without limitation,
accelerating the expiration or termination date in the respective Option
Documents to a date no earlier than thirty (30) days after notice of such
acceleration given to the Optionees or accelerating the restriction periods in
the respective Restricted Stock Documents. In addition to the foregoing, in the
event of a Change of Control, Options granted pursuant to the Plan shall become
immediately exercisable in full.
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 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
<PAGE>
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 (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 immediately prior to the determination of whether a
Change of Control has occurred or any "group" 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, 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.
<PAGE>
10. Adjustments on Changes in Capitalization. The aggregate number of Shares and
class of shares as to which Options may be granted hereunder, the number and
class or classes of shares covered by each outstanding Option and the Option
Price thereof, the Restricted Stock outstanding and the amount of uncommitted
Plan Shares remaining subject to the Plan 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 may be settled in cash or otherwise as the Committee
shall determine.
11. Amendment of the Plan. The Board of Directors may amend the Plan from time
to time in such manner as it may deem advisable. Nevertheless, the Board of
Directors of the Company may not amend the Plan to (i) change the class of
individuals eligible to receive an ISO, (ii) permit the Board to reduce the
Option Price of outstanding Options other than for adjustments in capitalization
as contemplated by Section 10, (iii) increase the maximum number of Plan Shares,
or (iv) make any other change or amendments to which shareholder approval is
required in order to satisfy the conditions set forth in Rule 16b-3 without
obtaining approval of such amendments, within twelve months before or after such
action, by vote of a majority of the votes cast at a duly called meeting of the
shareholders 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 on the
matter. In the future the Plan may be amended by the Board of Directors to
provide for the granting of Options to Non-employee Directors pursuant to a
formula which satisfies the requirements of Rule 16b-3(c)(2)(ii) of the
Securities Exchange Act of 1934. No amendment to the Plan shall adversely affect
any outstanding Option or Restricted Stock, however, without the consent of the
Optionee or the holder of Restricted Stock, as the case may be.
12. No Commitment to Retain. The grant of an Award 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 Participant
in the employ of the Company or an Affiliate and/or as a member of the Company's
Board of Directors or in any other capacity.
13. Designation of Beneficiary. Each Participant 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
<PAGE>
the event of the Participant's death, and may change such designation from time
to time and at any time prior to the death of such Participant.
14. Withholding of Taxes. Whenever the Company proposes or is required to
deliver Restricted Stock certificates or deliver or transfer shares in
connection with the exercise of an Option, or whenever the Company is otherwise
obligated to withhold taxes in connection with an Option or Restricted Stock,
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 delivery or
transfer of any certificate or certificates for such Restricted Stock or 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
of certificates in connection with Restricted Stock or make any delivery or
transfer of Shares will be conditioned on the recipient's compliance, to the
Company's satisfaction, with any withholding requirement.
<PAGE>
15. Interpretation.
(a) The Plan is intended to enable transactions under the Plan with respect
to directors and officers (within the meaning of Section 16(a) under the
Securities Exchange Act of 1934, as amended) to satisfy the conditions of Rule
16b-3. To the extent that any provision of the Plan would cause a conflict with
such conditions or would cause the administration of the Plan as provided in
Section 3 to fail to satisfy the conditions of 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.
(b) The Plan is intended to satisfy the applicable requirements of Code
Section 162(m) so that the tax deduction for the Company for remuneration in
respect of this Plan for services performed by employees within the purview of
Code Section 162(m) is not disallowed in whole or in part by the operation of
such Code Section. If any provision of this Plan or of any Award Document would
otherwise frustrate or conflict with the intent expressed in this Section 15(b),
that provision to the extent possible shall be interpreted and deemed amended so
as to avoid such conflict. To the extent there remains an irreconcilable
conflict with such intent, such provision shall be deemed null and void as
applicable to such employees.
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 350,000 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 1993
Stock Incentive 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
