UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
To
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the fiscal year ended December 31, 1998
Commission File No. 0-15539
RIGHT MANAGEMENT CONSULTANTS, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2153729
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1818 Market Street, Philadelphia, Pennsylvania 19103
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215) 988-1588
Registrant hereby amends Item 14(a)(3), the listing of Registrant's Exhibits, to
its Annual Report on Form 10-K for its fiscal year ended December 31, 1998 in
order to file, as a new Exhibit No. 3.2, Registrant's By-laws, as adopted June
28, 1995, and as amended December 17, 1998 and effective January 1, 1999, as set
forth below:
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Item 14: Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) The following documents are filed as a part of this Report:
3. Exhibits: The Exhibits listed on the accompanying Index to Exhibits
are filed as part of, or incorporated by reference into, this Report,
under Item 601 of Regulation S-K:
INDEX TO EXHIBITS
Exhibit No.
3.1 Company's Articles of Incorporation, together with all amendments
thereto (incorporated by reference to the Company's Form S-1 (File No.
33-9034), filed November 12, 1986).
3.2 Company's By-Laws as adopted June 28, 1995, and as amended December 17,
1998 effective January 1, 1999.
10.01 1986 Shareholders' Agreement (incorporated by reference to the
Company's Form S-1 (File No. 33-9034), filed November 12, 1986).
10.02 401(k) Savings Plan (incorporated by reference to the Company's Form
S-1 (File No. 33-9034), filed September 25, 1986). *
10.03 Amendment to Employment Agreement between Right Management Consultants,
Inc. and Frank P. Louchheim, dated January 1, 1992 (incorporated by
reference to the Company's report on Form 10-K for the fiscal year
ended December 31, 1991, filed March 30, 1992). *
10.04 Supplemental Deferred Compensation Plan for Richard J. Pinola, dated
July 1, 1992 (incorporated by reference to the Company's report on Form
10-K for the fiscal year ended December 31, 1991, filed March 30,
1992). *
10.05 Further Amendment to Amended and Restated Employment Agreement between
Right Management Consultants, Inc. and Frank P. Louchheim dated
February 16, 1993 (incorporated by reference to the Company's report on
Form 10-K for the fiscal year ended December 31, 1992, filed March 31,
1993). *
10.06 1993 Stock Option Plan (incorporated by reference as Exhibit 4 filed in
the Company's report on Form S-8 (File No. 33-58698), filed February
23, 1993). *
10.07 Purchase Agreement dated September 1, 1994 by and between Registrant
and Jannotta, Bray and Associates, Inc. (Schedules omitted)
(incorporated by reference to the Company's Form 8-K, dated September
1, 1994).
10.08 Purchase Agreement dated February 15, 1995 by and between Registrant
and Worth Associates, Inc. and Robert A. Fish (incorporated by
reference to the Company's report on Form 10-Q for the quarter ended
March 15, 1995, filed May 15, 1995).
10.09 1993 Stock Incentive Plan, as amended (incorporated by reference to the
Company's Proxy Statement for Annual Meeting of Shareholders held on
May 4, 1995).*
10.10 Directors' Stock Option Plan of the Company (incorporated by reference
to the Company's Proxy Statement for Annual Meeting of Shareholders
held on May 4, 1995).*
10.11 Employment Agreement dated December 12, 1995 by and between Right
Management Consultants, Inc. and Richard J. Pinola (incorporated by
reference to the Company's Form 10K for the year ended December 31,
1995, filed March 31, 1996). *
* These documents are compensatory plans or agreements required to be filed
as Exhibits.
<PAGE>
10.12 Employment Agreement and Supplemental Deferred Compensation Plan dated
December 12, 1995 by and between Right Management Consultants, Inc. and
Joseph T. Smith (incorporated by reference to the Company's Form 10K
for the year ended December 31, 1995, filed March 31, 1996).*
10.13 Purchase Agreement between PTR Right Acquisition Co. Inc. and Marti
Smye, Margaret Smith, Richard Zuliani, Margaret Smith Family Trust,
Richard Zuliani Family Trust and People Tech Consulting, Inc. dated
April 10, 1996 (incorporated by reference to the Company's report on
Form 10-Q for the quarter ended March 31, 1996, filed May 14, 1996).
10.14 Employee Stock Purchase Plan of the Company (incorporated by reference
as Exhibit 4 filed in the Company's report on Form S-8 (File No.
333-06211), filed June 18, 1996).*
10.15 Amendment to the 1993 Stock Incentive Plan (incorporated by reference
to the Company's report on Form S-8 (File No. 333-07975), filed July
11, 1996).*
10.16 Credit Agreement between Right Management Consultants, Inc. and its
wholly owned subsidiaries and PNC Bank, National Association dated
December 20, 1996 (incorporated by reference to the Company's Form 8-K,
dated January 17, 1997).
10.17 Employment Agreement dated April 10, 1996 by and between Right
Management Consultants, Inc. and Marti Smye (incorporated by reference
to the Company's report on Form 10K for the year ended December 31,
1996, filed March 28, 1997). *
10.18 Purchase Agreement between and among Right Management Consultants, Inc.
and Frederick R. Davidson, Stradis Pty. Ltd., William D.T. Cowan,
Phillip A. Lovett and David Stratford, and Right D&A Pty. Ltd. dated
July 1,1997 (incorporated by reference to the Company's report on Form
10K for the year ended December 31, 1997, filed March 30, 1998).
10.19 Option and Escrow Agreement between and among Right Management
Consultants, Inc. and Frederick R. Davidson, Stradis Pty. Ltd., William
D.T. Cowan, Phillip A. Lovett and David Stratford, and B&McK Nominees
dated July 1,1997 (incorporated by reference to the Company's report on
Form 10K for the year ended December 31, 1997, filed March 30, 1998).
10.20 Amendment to Employment Agreement dated as of January 1, 1999 by and
between Right Management Consultants, Inc. and Richard J. Pinola. *
10.21 Amendment to Employment Agreement dated as of January 1, 1999 by and
between Right Management Consultants, Inc. and Joseph T. Smith. *
10.22 Employment Agreement and Supplemental Deferred Compensation Plan dated
as of January 1, 1999 by and between Right Management Consultants, Inc.
and John J. Gavin.*
10.23 Amendment to the 1993 Stock Incentive Plan * 10.24 Amendment to the
1996 Employee Stock Purchase Plan *
13 Portions of the Company's 1998 Annual Report to Shareholders expressly
incorporated by reference.
21 Subsidiaries of the Company.
23 Consent of Arthur Andersen LLP.
27 Financial Data Schedule - 1998. +
* These documents are compensatory plans or agreements required to be filed
as Exhibits.
+ Filed in electronic form only.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment to its Annual Report
on Form 10-K to be signed on its behalf by the undersigned, thereunto duly
authorized.
RIGHT MANAGEMENT CONSULTANTS, INC.
August 3, 1999 By: /s/ Richard J. Pinola
---------------------------------------
Richard J. Pinola, Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed by the following persons on behalf of the Registrant and 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 August 3, 1999
G. Lee Bohs and Principal Accounting Officer
/s/ Joseph T. Smith Vice Chairman of the Board August 3, 1999
Joseph T. Smith
/s/ John J. Gavin President, Chief Operating August 3, 1999
John J. Gavin Officer and Director
/s/ Frank P. Louchheim Founding Chairman of the Board August 3, 1999
Frank P. Louchheim
/s/ Larry A. Evans Executive Vice President August 3, 1999
Larry A. Evans and Director
_________________________ Executive Vice President August 3, 1999
Dr. Marti D. Smye and Director
_________________________ Director August 3, 1999
John R. Bourbeau
<PAGE>
/s/ Raymond B. Langton Director August 3, 1999
Raymond B. Langton
/s/ Rebecca J. Maddox Director August 3, 1999
Rebecca J. Maddox
/s/ Catherine Selleck Director August 3, 1999
Catherine Selleck
/s/ Frederick R. Davidson Director August 3, 1999
Frederick R. Davidson
</TABLE>
