Registration No. 333-
UNITED STATES 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)
1996 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
(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, LLP
2000 Market Street
10th Floor
Philadelphia, PA 19103-3291
(215) 299-2802
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
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<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum
Title of Securities to No. of Shares Offering Price Per Aggregate Offering Amount of
be Registered to be Registered Share(1) Price Registration Fee
- ----------------------------------------------------------------------------------------------------------------------
Common Stock, 150,000 (2) $ 14.094 $ 2,114,100 $ 587.72
$.01 par value
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<FN>
(1) Estimated solely for purposes of calculating the registration fee. The
proposed maximum aggregate offering price has been computed pursuant to
Rule 457(h) under the Securities Act of 1933, as amended (the
"Securities Act"), based upon the average of the high and low prices of
Registrant's Common Stock, as reported by the National Association of
Securities Dealers, Inc. Automated Quotation System on July 28, 1999.
(2) In addition, this registration statement also covers an indeterminate
number of additional shares that are issuable pursuant to the
anti-dilution provisions of 1996 Employee Stock Purchase Plan, as
amended.
</FN>
</TABLE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
This registration statement is being filed with the Securities and Exchange
Commission to register the additional 150,000 shares (plus an indeterminate
number of additional shares that are issuable pursuant to anti-dilution
provisions) of Registrant's Common Stock that are issuable as a result of an
amendment to Registrant's 1996 Employee Stock Purchase Plan (such Plan, as
amended, the "Plan") approved by Registrant's shareholders on May 6, 1999. A
registration statement on Form S-8 (File no. 333-06211) (the "Incorporated
Registration Statement") was filed on June 18, 1996 in respect of the 150,000
shares of Common Stock that were issuable under the 1996 Employee Stock Purchase
Plan as originally adopted. The Incorporated Registration Statement is currently
effective. Except as noted with reference to Item 6 and Item 9 below, the
contents of the Incorporated Registration Statement are incorporated into this
registration statement by reference pursuant to Rule E of the General
Instructions to Form S-8.
<PAGE>
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: (i) by the board of directors
by a majority vote of a quorum of directors not parties to the action or
proceeding; (ii) if a quorum is not obtainable or if obtainable and a majority
of disinterested directors so directs, by independent legal counsel; or (iii) 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.
<PAGE>
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.
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 representative of that person.
Section 8.2(a)(i) of Registrant's Bylaws, as amended (the "Bylaws"),
provides that Registrant will indemnify and hold harmless any director or
officer of the Registrant for all actions taken by him or her and for all
failures to take action to the fullest extent permitted by Pennsylvania law
against all expense, liability and loss (including legal fees), fees, judgments,
fines, taxes, penalties 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, involving such person by reason of the fact that he or she is or
was a director or officer of Registrant or is or was serving at the request, or
for the benefit of, Registrant in any capacity for another corporation or other
enterprise. However, no indemnification will be made in any case where the act
or failure to act is determined by a court to have constituted willful
misconduct or recklessness.
Section 8.2(a)(ii) of Registrant's Bylaws provides that the right to
indemnification includes the right to have the expenses incurred by the
indemnified person in defending any Proceeding paid by 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 or she is entitled to be indemnified by Registrant as authorized by law.
<PAGE>
Section 8.2 (a)(iii) of Registrant's Bylaws further provides that
indemnification 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 8.2(b) of Registrant's Bylaws provides that 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 or her in connection with services rendered by him for or at the request of
Registrant.
Section 8.2(c) of Registrant's Bylaws states that it shall not be
deemed to provide the exclusive rights to which any person may have or hereafter
acquire under any statute, provision of Registrant's Articles of Incorporation
or By-Laws, agreement, vote of shareholders or directors or otherwise.
Section 8.2(d) of Registrant's Bylaws provides that Registrant may
purchase and maintain insurance, at its expense, for the benefit of any person
on behalf of whom insurance is permitted to be purchased by Pennsylvania law
against expense, liability or loss, whether or not Registrant would have the
power to indemnify such person under Pennsylvania or other law. Registrant may
also purchase and maintain insurance to insure its indemnification obligations
whether arising hereunder or otherwise.
In addition, Registrant has purchased directors and officers liability
insurance for its directors and officers.
Item 8. Exhibits.
The following exhibits are filed as part of this registration statement:
Exhibit No. Description
4 1996 Employee Stock Purchase Plan, as amended
5 Opinion of Fox, Rothschild, O'Brien & Frankel, LLP
23.1 Consent of Arthur Andersen LLP, independent public accountants
23.2 Consent of Fox, Rothschild, O'Brien & Frankel, LLP
(contained in Exhibit 5)
24 Power of Attorney (included on signature page of the
registration statement)
<PAGE>
Item 9. Undertakings.
Registrant's undertaking in (a)(2) is revised to read in full as
follows:
(a) (2) to reflect in the prospectus any facts or events arising after
the effective date of this 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 this registration
statement. Notwithstanding the foregoing, any increase or decrease in the volume
of securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 August 3, 1999.
RIGHT MANAGEMENT CONSULTANTS, INC.
By:/s/ G. Lee Bohs
G. Lee Bohs
Chief Financial Officer and Principal
Accounting Officer
POWER OF ATTORNEY
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.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Richard J. Pinola Chairman of the Board August 3, 1999
Richard J. Pinola and Chief Executive Officer
/s/ G. Lee Bohs Chief Financial Officer and August 3, 1999
G. Lee Bohs Principal Accounting Officer
/s/ Joseph T. Smith Vice Chairman of August 3, 1999
Joseph T. Smith the Board
<PAGE>
/s/ John J. Gavin President, Chief Operating August 3, 1999
John J. Gavin Officer and Director
/s/ Frank P. Louchheim Founding Chairman August 3, 1999
Frank P. Louchheim of the Board
/s/ Larry A. Evans Executive Vice President August 3, 1999
Larry A. Evans and Director
Executive Vice President August 3, 1999
Marti D. Smye and Director
Director August 3, 1999
John R. Bourbeau
/s/ Raymond B. Langton Director August 3, 1999
Raymond B. Langton
/s/ Rebecca J. Maddox Director August 3, 1999
Rebecca J. Maddox
/s/ Catherine Y. Selleck Director August 3, 1999
Catherine Y. Selleck
/s/ Frederick R. Davidson Director August 3, 1999
Frederick R. Davidson
</TABLE>
<PAGE>
RIGHT MANAGEMENT CONSULTANTS, INC.
1996 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
Exhibit No. Description
4 1996 Employee Stock Purchase Plan, as amended
5 Opinion of Fox, Rothschild, O'Brien & Frankel, LLP
23.1 Consent of Arthur Andersen LLP, independent public accountants
23.2 Consent of Fox, Rothschild, O'Brien & Frankel, LLP
(contained in Exhibit 5)
24 Power of Attorney (included on signature page of the
registration statement)
EXHIBIT 4
<PAGE>
RIGHT MANAGEMENT CONSULTANTS, INC.
1996 EMPLOYEE STOCK PURCHASE PLAN (the "Plan")
As Amended March 25, 1999 and
Approved by Shareholders May 6, 1999
The purpose of the Plan is to provide employees a continued opportunity
to purchase RMCI stock through annual offerings to be made during the five year
period commencing July 1, 1996. Three hundred thousand (300,000) shares of RMCI
stock in the aggregate have been approved for this purpose.
1. Administration. The Plan shall be administered by a Committee
appointed by the Board of Directors from members of the Board of Directors or
senior management, consisting of at least three members. Members of the
Committee shall not be eligible to participate in the Plan. The Committee shall
have authority to make rules and regulations for the administration of the Plan;
its interpretations and decisions with regard thereto shall be final and
conclusive.
2. Eligibility. Except as provided below, all employees of the Company
or its subsidiaries shall be eligible to participate in the Plan in accordance
with such rules as may be prescribed by the Committee from time to time, which
rules, however, shall neither permit nor deny participation in the Plan contrary
to the requirements of the Internal Revenue Code of 1986, as amended (the
"Code") (including, but not limited to, Section 423(b)(3), (4), (5), and (8)
thereof) and the regulations promulgated thereunder. No employee may be granted
the right to acquire stock under the Plan if such employee, immediately after
such right is granted, owns 5% or more of the total combined voting power or
value of the stock of the Company or any subsidiary. Eligibility to the Plan
begins on each January 1, April 1, July 1 and October 1 for those employees who
have completed one-half year of service. One-half year of service is earned at
the end of any six month period, beginning with the date of hire, in which the
employee has 500 or more hours of service.
3. Offerings. The Company shall make one or more annual offerings to
employees to purchase RMCI stock under the Plan. Each offering period shall be
12 months in duration, during which (or during such portion thereof as an
employee may elect to participate) the amounts received as compensation by an
employee shall constitute the measure of such of the employee's participation in
the offering as is based on compensation.
4. Participation. An eligible employee may participate in such offering
or subsequent offering beginning on the next January 1, April 1, July 1, or
October 1 while the Plan is in effect by completing and forwarding a payroll
deduction authorization to the employee's appropriate payroll location in
advance of such date. The form will authorize a regular payroll deduction from
the employee's compensation, and must specify the date on which such deduction
is to commence, which may not be retroactive.
<PAGE>
5. Deductions. The Company shall maintain payroll deduction accounts
for all participating employees. With respect to any offering made under the
Plan, an employee may authorize a payroll deduction of a whole percentage (up to
a maximum of 10%) of the compensation the employee receives during the offering
period (or during such portion thereof in which the employee may elect to
participate).
No employee may be granted rights to purchase stock under the Plan,
which rights, together with rights under any other stock purchase plan of the
Company and its subsidiaries, accrue at a rate that exceeds $25,000 of the fair
market value of such stock (determined at the effective date of the applicable
offering) for each calendar year in which the rights are outstanding at any
time.
6. Deduction Changes. An employee may increase or decrease the
employee's payroll deduction by filing a new payroll deduction authorization at
any time during an offering period. The change may not become effective sooner
than the next pay period after receipt of the authorization.
7. Purchase of Shares. Each employee participating in any offering
under this Plan shall be granted a right to acquire stock under the Plan, upon
the effective date of such offering, as many full shares of RMCI stock as the
participating employee may elect to purchase with up to 10% of the compensation
received during the specified offering period (or during such portion thereof as
the employee may elect to participate), to be paid by payroll deductions during
such period.
The purchase price for each share purchased shall be 85% of the average
market price on the last business day of a calendar year-quarter, i.e. March 31,
July 31, September 30 and December 31 (or the next preceding business day if
such date falls on a non-business day) (the "Investment Date"). On the
Investment Date the account of each participating employee shall be totaled, and
the employee shall be deemed to have exercised a right to purchase one or more
full shares at the then-applicable price; the employee's account shall be
charged for the amount of the purchase; and the ownership of such share or
shares shall be appropriately evidenced on the books of the Company. Excess
amounts that are insufficient to purchase a full share will remain in the
employer's payroll deduction account and carried forward to the next calendar
year quarter. Additional shares covered by the employee's right to acquire stock
under the Plan shall be purchased in the same manner on each subsequent
Investment date during the offering period. A participating employee may not
purchase a share under any offering period beyond 12 months from the effective
date thereof. Any balance remaining in an employee's payroll deduction account
at the end of an offering period will be carried forward to the next offering
period.
If the number of shares that participating employees become entitled to
purchase is greater than the shares remaining available, the available shares
shall be allocated by the Committee among such participating employees in such
manner as it deems fair.
8. Employee Accounts and Certificates. Upon purchase of one or more
shares by a Plan participant pursuant to Section 7 hereof, the Company shall
establish a book entry account in the name of the employee to reflect the
share(s) purchased at that time. Certificates shall be issued only on request
and also when necessary to comply with transaction requirements outside the
United States. To request certificates, employees may contact the corporate
controller at the Company's offices in Philadelphia.
<PAGE>
9. Registration of Shares. Shares may be registered only in the name of
the employee, or, if the employee so indicates on the employee's payroll
deduction authorization form, in the employee's name jointly with a member of
the employee's family, with right of survivorship. An employee who is a resident
of a jurisdiction that does not recognize such a joint tenancy may have shares
registered wit a member of the employee's family, without right of survivorship.
If the employee resides in a jurisdiction requiring a spousal waiver if such
shares are registered in the employee's name only, then the Committee shall
provide an appropriate form of waiver, which shall be executed prior to the
issuance of shares under the Plan.
10. Definitions. The term "Company: or "RMCI" means Right Management
Consultants, inc., a Pennsylvania corporation.
The term "RMCI stock" means the common stock of RMCI.
The phrase "average market price" means the average of the high and low
closing sale prices of RMCI stock on the NASDAQ Stock Market on a given day or,
if no sales of RMCI stock were made on that day, the average of the high and low
closing sale prices of RMCI stock on the next preceding day on which sales were
made on said Market.
The term "subsidiary" means a subsidiary of the Company within the
meaning of Section 424(f) of the Code and the regulations promulgated
thereunder.
11. Rights as a Shareholder. None of the rights or privileges of a
shareholder of the Company shall exist with respect to shares purchased under
the Plan unless and until such shares shall have been appropriately evidenced on
the books for the Company.
12. Rights on Retirement, Death, or Termination of Employment. In the
event of a participating employee's retirement, death, or termination of
employment, the employee shall be ineligible to continue to participate in the
Plan, and no payroll deduction shall be taken from any pay due and owing to the
employee after the pay period during which the employee became ineligible. In
the event of a participating employee's termination, retirement or death, any
excess amounts in such employee's payroll deduction account will be paid to the
employee in cash.
13. Rights Not Transferable. Rights under the Plan are not transferable
by a participating employee other than by will or the laws of descent and
distribution, and are exercisable during the employee's lifetime only by the
employee.
<PAGE>
14. Adjustments in Case of Changes Affecting RMCI Stock. In the event
of a subdivision of outstanding shares, or the payment of a stock dividend, the
number of shares approved for the Plan shall be increased proportionately, and
such other adjustments shall be made as may be deemed equitable by the Board of
Directors. In the event of any other change affecting RMCI stock, such
adjustments shall be made as may be deemed equitable by the Board of Directors
to give proper effect to such event.
15. Amendment of the Plan. The Board of Directors may from time to time
amend the Plan in any respect, except that, without the approval of a majority
of the shares of stock of the Company then issued and outstanding and entitled
to vote, no amendment shall be made (i) increasing the number of shares approved
for the Plan (other than as provided in Section 15 hereof), (ii) decreasing the
purchase price per share, (iii) withdrawing the administration of the Plan from
a Committee consisting of persons not eligible to participate in the Plan, or
(iv) changing the designation of subsidiaries eligible to participate in the
Plan.
16. Termination of the Plan. This Plan and all rights of employees
under any offering hereunder shall terminate at any time, at the discretion of
the Board of Directors. No offering hereunder shall be made which shall extend
beyond December 31, 2003.
17. Governmental Regulations. The Company's obligation to sell and
deliver RMCI stock under the Plan is subject to the approval of any governmental
authority required in connection with the authorization, issuance, or sale of
such stock.
18. Plan Shares Purchases. Purchases of outstanding shares may be made
pursuant to and on behalf of this Plan, upon such terms as the Company may
approve, for delivery under the Plan.
EXHIBIT 5
<PAGE>
FOX, ROTHSCHILD, O'BRIEN & FRANKEL, LLP
2000 Market Street
10th Floor
Philadelphia, Pennsylvania 19103
August 3, 1999
Right Management Consultants, Inc.
1818 Market Street
Philadelphia, PA 19103
Gentlemen:
We have acted as counsel to Right Management Consultants, Inc., a Pennsylvania
corporation (the "Company"), in connection with the proposed issuance by the
Company of up to 150,000 shares of the Company's Common Stock, $.01 par value,
pursuant to the Company's 1996 Employee Stock Purchase Plan, as amended (the
"Plan"), plus such indeterminate number of additional shares as provided for by
the anti-dilution provisions of the Plan (collectively the "Plan Shares"). The
Plan Shares are to be offered and issued pursuant to a registration statement on
Form S-8 being filed with the Securities and Exchange Commission (the
"Registration Statement").
As counsel to the Company, we have examined the Registration Statement and such
corporate records, certificates and other documents, and have considered such
questions of law as we have deemed necessary as the basis for this opinion.
Based upon the foregoing, we advise you that in our opinion the Plan Shares have
been duly and validly authorized and reserved for issuance by all necessary
corporate action of the Company and will, upon issuance as contemplated by the
Registration Statement and the Plan, be duly and validly 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.
We also wish to disclose to you that various attorneys in this firm have
beneficial ownership of small amounts of shares of the Company's Common Stock.
Very truly yours,
/s/ FOX, ROTHSCHILD, O'BRIEN & FRANKEL, LLP
EXHIBIT 23.1
<PAGE>
Letterhead of Arthur Andersen LLP
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 February
2, 1999 included in Right Management Consultants, Inc.'s Form 10-K for the year
ended December 31, 1998 and to all references to our Firm included in this
registration statement.
/ s / Arthur Andersen LLP
August 2, 1999
Philadelphia, PA
