As filed with the Securities and Exchange Commission on July 8, 1999
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
MANPOWER INC.
(Exact Name of Registrant as Specified in Charter)
Wisconsin 39-1672779
(State of Incorporation) (I.R.S. Employer Identification No.)
5301 North Ironwood Road
Milwaukee, Wisconsin 53217
(Address of Principal Executive Offices) (Zip Code)
____________________________________
STOCK OPTION AGREEMENT BETWEEN JOHN R. WALTER
AND MANPOWER INC. DATED AS OF APRIL 26, 1999
____________________________________
Michael J. Van Handel
Manpower Inc.
5301 North Ironwood Road
Milwaukee, Wisconsin 53217
(414) 961-1000
(Name, address and telephone number, including area code, of agent
for service)
With copies to:
Scott A. Moehrke
Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, Wisconsin 53202
(414) 273-3500
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount maximum maximum Amount of
securities to to be offering aggregate registration
be registered registered price per share offering price fee
Common Stock,
.01 par value 175,000 $22.6875(1) $3,970,312.50 $1,103.75(1)
(1) The registration fee is calculated pursuant to
Rule 457(c) under the Securities Act of 1933, as
amended. The registration fee is based on the
average of the high and low price of a share of
Manpower Inc. common stock on July 1, 1999 on the
New York Stock Exchange, as reported in the
Midwest Edition of The Wall Street Journal on July
2, 1999.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents are incorporated by reference in this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998.
(b) The Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1999.
(c) The Registrant's Current Report on Form 8-K for
the period ended April 26, 1999.
(d) The description of the Registrant's
common stock contained in the Registrant's
Registration Statement pursuant to Section 12 of
the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), including any amendment or
report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act prior to the filing of a post-effective
amendment which indicates that all shares offered have
been sold or which deregisters all securities then
remaining unsold, shall be deemed incorporated by
reference in this Registration Statement and to be part
hereof from the date of filing of such documents.
Item 5. Interests of Named Experts and Counsel
The validity of the issuance of the common stock
offered hereby will be passed upon by Godfrey & Kahn,
S.C., Milwaukee, Wisconsin. Mr. Dudley J. Godfrey, Jr.
is a director of the Registrant and a Senior
Shareholder in Godfrey & Kahn, S.C., counsel to the
Registrant.
Item 6. Indemnification of Directors and Officers
Sections 180.0850 to 180.0859 of the Wisconsin
Statutes require a corporation to indemnify any
director or officer who is a party to any threatened,
pending or completed civil, criminal, administrative or
investigative action, suit, arbitration or other
proceeding, whether formal or informal, which involves
foreign, federal, state or local law and which is
brought by or in the right of the corporation or by any
other person. A corporation's obligation to indemnify
any such person includes the obligation to pay any
judgment, settlement, penalty, assessment, forfeiture
or fine, including any excise tax assessed with respect
to an employee benefit plan, and all reasonable
expenses including fees, costs, charges, disbursements,
attorney's and other expenses except in those cases in
which liability was incurred as a result of the breach
or failure to perform a duty which the director or
officer owes to the corporation and the breach or
failure to perform constitutes: (i) a willful failure
to deal fairly with the corporation or its shareholders
in connection with a matter in which the director or
officer has a material conflict of interest; (ii) a
violation of criminal law, unless the person has
reasonable cause to believe his conduct was lawful or
had no reasonable cause to believe his conduct was
unlawful; (iii) a transaction from which the person
derived an improper personal profit; or (iv) willful
misconduct.
Unless otherwise provided in a corporation's
articles of incorporation or by-laws or by written
agreement, an officer or director seeking
indemnification is entitled to indemnification if
approved in any of the following manners: (i) by
majority vote of a disinterested quorum of the board of
directors, or if such quorum of disinterested directors
cannot be obtained, by a majority vote of a committee
of two or more disinterested directors; (ii) by
independent legal counsel; (iii) by a panel of three
arbitrators; (iv) by affirmative vote of shareholders;
(v) by a court; or (vi) with respect to any additional
right to indemnification granted by any other method
permitted in Section 180.0858 of the Wisconsin
Statutes.
Reasonable expenses incurred by a director or
officer who is a party to a proceeding may be
reimbursed by a corporation at such time as the
director or officer furnishes to the corporation
written affirmation of his good faith belief that he
has not breached or failed to perform his duties and a
written undertaking to repay any amounts advanced if it
is determined that indemnification by the corporation
is not required.
<PAGE>
The indemnification provisions of Sections
180.0850 to 180.0859 are not exclusive. A corporation
may expand an officer's or director's right to
indemnification (i) in its articles of incorporation or
by-laws; (ii) by written agreement between the director
or officer and the corporation; (iii) by resolution of
its board of directors; or (iv) by resolution of a
majority of all of the corporation's voting shares then
issued and outstanding.
As permitted by Section 180.0858, the Company has
adopted indemnification provisions in its By-Laws which
closely track the statutory indemnification provisions
with certain exceptions. In particular, Article VII of
the Company's By-Laws provides (i) that an individual
shall be indemnified unless it is proven by a final
judicial adjudication that indemnification is
prohibited, and (ii) payment or reimbursement of
expenses, subject to certain limitations, will be
mandatory rather than permissive.
The Company's officers and directors currently are
covered by officers' and directors' liability insurance.
Item 8. Exhibits
4 Stock Option Agreement between John R. Walter
and Manpower Inc. dated as of April 26, 1999
5 Opinion of Godfrey & Kahn, S.C.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Godfrey & Kahn, S.C. (included in Exhibit 5)
24 Powers of Attorney
Item 9. Undertakings *
The Registrant hereby undertakes:
(a) (1) To file, during any period in which
offers or sales are being made, a post-effective
amendment to this Registration Statement 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.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, as
amended (the "Securities Act"), 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.
(b) (4) That, for purposes of determining any
liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act 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.
(h) (5) Insofar as indemnification for
liabilities arising under the Securities Act may
be permitted to directors, officers and
controlling persons of the Registrant pursuant to
<PAGE>
the provisions described in Item 6 of
this Registration Statement 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 Securities 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
Securities Act and will be governed by the final
adjudication of such issue.
* Paragraphs correspond to Item 512 of Regulation S-K.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, as amended, 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 the City of Milwaukee, State of Wisconsin, on July
2, 1999.
MANPOWER INC.
By: /s/ Jeffrey A. Joerres
Jeffrey A. Joerres, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act
of 1933, as amended, this Registration Statement has
been signed by the following persons in the capacities
and on the dates indicated.
Signature Title Date
/s/Jeffrey A. Joerres President, Chief Executive Officer July 2, 1999
Jeffrey A. Joerres and a Director (Principal Executive
Officer)
/s/Michael J. Van Handel Senior Vice President-Chief July 2, 1999
Michael J. Van Handel Financial Officer, Treasurer
and Secretary (Principal Financial
Officer and Principal Accounting
Officer)
Directors: John R. Walter, Dudley J. Godfrey, Jr., Marvin B. Goodman,
J. Ira Harris, Terry A. Hueneke, Newton N. Minow,
Gilbert Palay and Dennis Stevenson
By:/s/ Michael J. Van Handel July 2, 1999
Michael J. Van Handel
Attorney-In-Fact*
* Pursuant to authority granted by powers of attorney,
copies of which are filed herewith.
<PAGE>
EXHIBIT INDEX
Exhibits
4 Stock Option Agreement between John R. Walter and
Manpower Inc. dated as of April 26, 1999
5 Opinion of Godfrey & Kahn, S.C.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Godfrey & Kahn, S.C. (included in Exhibit 5)
24 Powers of Attorney
MANPOWER INC.
STOCK OPTION AGREEMENT
This Stock Option Agreement (this
"Agreement") is executed the 26th day of April, 1999,
by and between MANPOWER INC., a Wisconsin corporation
(the "Corporation"), and John R. Walter (the "Advisor").
WITNESSETH:
WHEREAS, the Corporation has granted to the
Advisor, in partial consideration for the advisory
services to be rendered by the Advisor to the
Corporation, a stock option on the terms provided in
this Agreement;
NOW, THEREFORE, it is agreed as follows:
1. Incorporation of 1994 Plan. The terms and
conditions of the 1994 Executive Stock Option and
Restricted Stock Plan of the Corporation (the "Plan")
shall be incorporated herein by reference and, although
it is not being granted under such Plan, the Option (as
defined below) will be subject to the terms of the Plan
as if the Advisor were an employee of the Corporation
and as if the option had been granted under the Plan,
except to the extent explicitly modified by this
Agreement. Unless otherwise provided herein, all
capitalized words in this Agreement shall have the
meaning ascribed to them in the Plan. The Plan
empowers the Committee to make interpretations, rules
and regulations thereunder, and, in general, provides
that determinations of such Committee with respect to
the Plan shall be binding upon the Advisor. A copy of
the Plan has been delivered to the Advisor concurrently
with the execution of this Agreement.
2. Option; Number of Shares; Option Price. The
Advisor shall have the right and option to purchase, on
the terms and conditions hereinafter set forth, all or
any part of an aggregate of 175,000 Shares (the
"Option") at the purchase price of $23.5625 per share
(the "Option Price"), which is 100% of the fair market
value of the common stock of the Corporation on the
date this option is granted. The Shares purchased
shall, at the option of the Corporation, be shares of
authorized but unissued common stock or shares of such
stock held as treasury shares of the Corporation.
3. Time Limitations on Exercise of Option. The
Option shall be exercisable as to all or any portion of
the 175,000 Shares commencing on the date hereof.
Except as otherwise provided in the Plan, to the extent
not previously exercised, the Option shall expire on
the tenth anniversary of the date hereof. The Option
will be exercisable upon termination of the Advisor's
advisory relationship (or, if the Advisor becomes an
employee of the Corporation or any of its subsidiaries
during the term of the advisory relationship, upon a
later termination of such employment relationship) with
the Corporation and its subsidiaries only in the manner
and to the extent provided in the Plan (applied as if
the Advisor were an employee).
<PAGE>
4. Method of Exercising Option. The Option may be
exercised in whole or in part by delivery to the
Corporation, at the office of its Secretary at
Milwaukee, Wisconsin, of (a) written notice identifying
the Option and stating the number of Shares with
respect to which it is being exercised, and (b) payment
in full of the Option Price of the Shares then being
acquired upon exercise in the manner described in
Section 6 of the Plan. The Corporation shall have the
right to delay the issue or delivery of any Shares to
be delivered hereunder until (a) the completion of such
registration or qualification of such shares under
federal, state or foreign law, ruling or regulation as
the Corporation shall deem to be necessary or
advisable, and (b)receipt from the Advisor of such
documents and information as the Corporation may deem
necessary or appropriate in connection with such
registration or qualification or the issuance of Shares
hereunder.
5. Prohibition Against Transfer. Except as otherwise
provided by the Committee or as provided in the Plan,
the Option, and the rights and privileges conferred
hereby, may not be transferred by the Advisor, and
during the lifetime of the Advisor the Option shall be
exercisable only by the Advisor.
6. Notices. Any notice to be given to the
Corporation under the terms of this Agreement shall be
given in writing to the Corporation in care of its
Secretary at 5301 North Ironwood Road, Milwaukee,
Wisconsin 53217. Any notice to be given to the Advisor
may be addressed to him at his address as it appears on
the records of the Corporation or any subsidiary
thereof.
7. Taxes. The Corporation may require payment or
reimbursement of or may withhold any tax that it
believes is required as a result of the grant or
exercise of the Option, and the Corporation may defer
making delivery with respect to Shares hereunder until
arrangements satisfactory to the Corporation have been
made with respect to such withholding obligations.
IN WITNESS WHEREOF, the parties have executed
this Agreement as of the date and year first above written.
MANPOWER INC.
By: /s/Michael J. Van Handel
/s/John R. Walter
John R. Walter
Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, Wisconsin 53202
Phone (414) 273-3500
Fax (414) 273-5198
July 8, 1999
Manpower Inc.
5301 North Ironwood Road
Milwaukee, WI 53217
Ladies and Gentlemen:
We have acted as your counsel in connection with
the offer by Manpower Inc., a Wisconsin corporation
(the "Company"), of up to 175,000 shares of common
stock, $.01 par value (the "Shares"). The Shares are
to be issued pursuant to the Stock Option Agreement
between John R. Walter and the Company dated as of
April 26, 1999 (the "Agreement") as described in the
Company's Prospectus (the "Prospectus"), including all
amendments and supplements thereto, which relates to
the Company's Registration Statement on Form S-8, to be
filed with the Securities and Exchange Commission on or
about July 7, 1999 (the "Registration Statement").
We have examined: (a) the Prospectus and the
Registration Statement, (b) the Company's Amended and
Restated Articles of Incorporation and Amended and
Restated By-Laws, (c) certain resolutions of the
Company's Board of Directors, and (d) such other
proceedings, documents and records as we have deemed
necessary to enable us to render this opinion.
Based on the foregoing, we are of the opinion that
the Shares are duly authorized and, upon issuance in
accordance with the terms of the Agreement, will be
validly issued, fully paid and nonassessable, subject
to Section 180.0622(2)(b) of the Wisconsin Statutes, or
any successor provision. Section 180.0622(2)(b) of the
Wisconsin Statutes provides that shareholders of a
corporation may be assessed up to the par value of
their shares to satisfy the obligations of such
corporation to its employees for services rendered, but
not exceeding six months service in the case of any
individual employee. Certain Wisconsin courts have
interpreted "par value" to mean the full amount paid by
the purchaser of shares upon issuance thereof.
We consent to the use of this opinion as an
exhibit to the Registration Statement. In giving this
consent, however, we do not admit that we are "experts"
within the meaning of Section 11 of the Securities Act
of 1933, as amended, or within the category of persons
whose consent is required by Section 7 of said Act.
Very truly yours,
/s/Godfrey & Kahn, S.C.
GODFREY & KAHN, S.C.
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to
the incorporation by reference in this Registration
Statement of our report dated January 29, 1999 included
in Manpower 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 Anderson LLP
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
July 2, 1999
POWER OF ATTORNEY
Each of the undersigned directors of Manpower Inc.
(the "Company") hereby constitutes and appoints Jeffrey
A. Joerres and Michael J. Van Handel, 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 for the undersigned and in the
undersigned's name in the capacity as a director of the
Company the Registration Statement on Form S-8
relating to the Stock Option Agreement between
John R. Walter and Manpower Inc. dated as of
April 26, 1999 and any and all amendments
(including post-effective amendments) and/or
supplements thereto, and to file the same, with all
exhibits thereto, other documents in connection
therewith, and any amendments to any of the foregoing,
with the Securities and Exchange Commission and any
other regulatory authority, 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 and 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 the undersigned's substitute, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have each
executed this Power of Attorney, on one or more
counterparts, as of this 23rd day of June, 1999.
/s/John R. Walter /s/Dudley J. Godfrey, Jr.
John R. Walter Dudley J. Godfrey, Jr.
/s/Marvin B. Goodman /s/J. Ira Harris
Marvin B. Goodman J. Ira Harris
/s/Terry A. Hueneke /s/Newton N. Minow
Terry A. Hueneke Newton N. Minow
/s/Gilbert Palay /s/Dennis Stevenson
Gilbert Palay Dennis Stevenson
/s/Jeffrey A. Joerres
Jeffrey A. Joerres
