Registration No. 33-
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)
Employee Stock Purchase Plan
(Full title of the plan)
G. Lee Bohs, Chief Financial Officer, Treasurer and Secretary
Right Management Consultants, Inc.
1818 Market Street, 33rd Floor
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 shares $36 3/8 $3,637,500 $1,254.32
(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 June 17, 1996.
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PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed with the Commission are incorporated
herein by reference:
(i) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995;
(ii) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") since the end of the fiscal
year covered by the Annual Report on Form 10-K referred to in (i) above; and
(iii) The description of the Company's Common Stock is incorporated by
reference to the Company's Registration Statement on Form 8-A dated March 31,
1987 filed under the Exchange Act.
All reports and other documents subsequently filed by the Company with
the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act after the date of this Registration Statement but prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold
hereunder, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of 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 is
also 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.
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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 (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
manner its indemnification obligations.
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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 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.
In addition, the Registrant has purchased directors and officers
liability insurance for its directors and officers.
Item 7. Exemption from Registration Claimed.
Not Applicable.
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Item 8. Exhibits.
The following Exhibits are filed as part of this Registration
Statement:
Exhibit No.
4 Right Management Consultants, Inc. Employee Stock Purchase Plan
(incorporated by reference to Appendix A of the Company's definitive
Proxy Statement for its 1996 Annual Meeting of Shareholders filed on
April 8, 1996).
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:
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)(l)(i) and (a)(l)(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 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 June 18, 1996.
RIGHT MANAGEMENT CONSULTANTS, INC.
By:/s/ G. Lee Bohs
-----------------
G. Lee Bohs
Chief Financial Officer, Treasurer and Secretary
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 June 18, 1996
- --------------------- Executive Officer
Richard J. Pinola
/s/ G. Lee Bohs Chief Financial Officer June 18, 1996
- --------------------- and Principal Accounting Officer
G. Lee Bohs
/s/ John Bourbeau Director June 18, 1996
- ---------------------
John Bourbeau
/s/ Larry A. Evans Director June 18, 1996
- ---------------------
Larry A. Evans
/s/ Nancy N. Geffner Director June 18, 1996
- ---------------------
Nancy N. Geffner
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/s/ Marti D. Smye Director June 18, 1996
- ----------------------
Marti D. Smye
/s/ Raymond B. Langton Director June 18, 1996
- ----------------------
Raymond B. Langton
/s/ Frank P. Louchheim Director June 18, 1996
- ----------------------
Frank P. Louchheim
/s/ Rebecca Maddox Director June 18, 1996
- ----------------------
Rebecca Maddox
/s/ Richard J. Pinola Director June 18, 1996
- ----------------------
Richard J. Pinola
/s/ Catherine Selleck Director June 18, 1996
- ----------------------
Catherine Selleck
/s/ Joseph T. Smith Director June 18, 1996
- ----------------------
Joseph T. Smith
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RIGHT MANAGEMENT CONSULTANTS, INC.
EMPLOYEE STOCK PURCHASE PLAN
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
Exhibit No.
5 Opinion of Fox, Rothschild, O'Brien & Frankel.
23.1 Consent of Arthur Andersen LLP, independent public
accountant.
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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PA Direct Dial (215) 299-2000
June 17, 1996
Right Management Consultants, Inc.
1818 Market Street, 33rd 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, $.Ol
par value (the "Shares"), of Right Management Consultants, Inc., a Pennsylvania
corporation (the "Company"). Such shares may be issued pursuant to the Company's
Employee Stock Purchase 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, 1996 included in Right Management Consultants, Inc. Form 10-K for the year
ended December 31, 1995 and to all references to our firm included in this
Registration Statement.
/s/ Arthur Andersen LLP
Philadelphia, PA
June 18, 1996
