Registration No. 333-
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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
(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
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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, 600,000 $34.75 $20,850,000 $7,189.71
$.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 NASDAQ System on July 8, 1996.
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This registration statement is filed solely to reflect an increase of
600,000 shares of the Registrant's common stock reserved for the 1993 Stock
Incentive Plan. Except as noted below, in accordance with General Instruction E
to Form S-8, the contents of the registration statement no. 33-62997 filed on
September 28, 1995 are incorporated herein by reference.
Item 8. Exhibits.
The exhibit list is amended to read in its entirety as follows:
Exhibit No.
4 Right Management Consultants, Inc. 1993 Stock Incentive
Plan, as amended and renamed - Incorporated herein by
reference to Exhibit 4 to the Registrant's Form S-8 (File
No. 33-62997) filed on September 28, 1995.
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).
II-1
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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 8, 1996.
RIGHT MANAGEMENT CONSULTANTS, INC.
By:/s/ G. Lee Bohs
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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 July 8, 1996
- --------------------- Executive Officer
Richard J. Pinola
/s/ G. Lee Bohs Chief Financial Officer July 8, 1996
- --------------------- and Principal Accounting
G. Lee Bohs Officer
II-2
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/s/ John Bourbeau Director July 8, 1996
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John Bourbeau
/s/ Larry A. Evans Director July 8, 1996
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Larry A. Evans
/s/ Nancy N. Geffner Director July 8, 1996
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Nancy N. Geffner
/s/ Marti D. Smye Director July 8, 1996
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Marti D. Smye
/s/ Raymond B. Langton Director July 8, 1996
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Raymond B. Langton
/s/ Frank P. Louchheim Director July 8, 1996
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Frank P. Louchheim
/s/ Rebecca Maddox Director July 8, 1996
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Rebecca Maddox
/s/ Richard J. Pinola Director July 8, 1996
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Richard J. Pinola
/s/ Catherine Selleck Director July 8, 1996
- ---------------------
Catherine Selleck
/s/ Joseph T. Smith Director July 8, 1996
- ---------------------
Joseph T. Smith
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RIGHT MANAGEMENT CONSULTANTS, INC.
1993 STOCK INCENTIVE PLAN
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
Exhibit No.
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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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PA DIRECT DIAL (215) 299-2000
July 8, 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 600,000 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
Exhibit 23.1
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, Pennsylvania
July 10, 1996
