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)
____________________________________
1994 EXECUTIVE STOCK OPTION AND RESTRICTED STOCK PLAN
____________________________________
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
Maximum Maxumim Amount
Title of Securities Amount Offering Aggregate of
to be to be Price Offering Registration
Registered Registered Per Unit Price Fee
Common Stock,
$.01 par value 2,000,000 $22.6875(1) $45,375,000 $12,614.25(1)
(1) Registration fee 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>
INCORPORATION OF CERTAIN
INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to
General Instruction E to Form S-8 under the Securities
Act of 1933, as amended. The information in the
Registration Statement on Form S-8 filed by Manpower
Inc. (Registration No. 33-84736) pursuant to the
Securities Act of 1933, as amended, on October 5, 1994,
including the exhibits, is incorporated by reference
into this Registration Statement.
<PAGE>
Exhibits
5.1 Opinion of Godfrey & Kahn, S.C.
23.1 Consent of Godfrey & Kahn, S.C. (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24.1 Powers of Attorney
<PAGE>
SIGNATURES
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 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, 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 and Chief Executive July 2, 1999
Jeffrey A. Joerres Officer 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.
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 2,000,000 shares of common
stock, $.01 par value (the "Shares"). The Shares are
to be issued pursuant to the 1994 Executive Stock
Option and Restricted Stock Plan of Manpower Inc. (the
"Plan") 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 Plan, 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 use of our reports (and to all references to our firm)
included in or made a part of this Registration Statement
on Form S-8 of Manpower Inc.
/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 Company's 1994 Executive Stock Option and
Restricted Stock Plan 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
