<PAGE> 1
As filed with the Securities and Exchange Commission on September 30, 1996
Registration No. __-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
ON ASSIGNMENT, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 95-4023433
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
26651 West Agoura Road
Calabasas, California 91302
(818) 878-7900
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
H. Tom Buelter
President and Chief Executive Officer
On Assignment, Inc.
26651 West Agoura Road
Calabasas, California 91302
(818) 878-7900
(Name and address, including zip code, and telephone number, including area
code, of agent for service)
------------------
Copies to:
David T. Young, Esq.
GUNDERSON DETTMER STOUGH VILLENEUVE FRANKLIN &
HACHIGIAN, LLP 600 Hansen Way, Second
Floor Palo Alto, California 94304
------------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of each class of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Price per Aggregate Offering Amount of
Registered Registered Security(1) Price(1) Registration Fee
- ----------------------------- -------------- ------------------ ------------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 78,702 shares $34.625 $2,725,056.75 $940.00
</TABLE>
(1) The price of $34.625 per share, which was the average of the high and low
prices of the Common Stock on the Nasdaq Stock Market on September 24, 1996
is set forth solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) of the Securities Act of 1933, as amended.
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE> 2
The information contained herein are subject to change, completion or amendment
without notice. A registration statement relating to these securities has been
filed with the Securities and Exchange Commission. These securities may not be
sold nor may an offer to buy be accepted prior to the time the registration
statement becomes effective. This prospectus shall not constitute an offer to
sell or the solicitation of an offer to buy, nor shall there be any sale of
these securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
such State.
SUBJECT TO COMPLETION, DATED SEPTEMBER 30, 1996
78,702 SHARES
ON ASSIGNMENT, INC.
COMMON STOCK
-----------------
This Prospectus relates to the public offering, which is not being
underwritten, of 78,702 shares (the "Shares") of Common Stock, $0.01 par value
(the "Common Stock") of On Assignment, Inc. ("On Assignment" or the "Company").
The Shares may be offered by certain stockholders of the Company (the
"Selling Stockholders") from time to time in transactions on the Nasdaq Stock
Market, in privately negotiated transactions, or by a combination of such
methods of sale, at fixed prices that may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Selling Stockholders may effect such
transactions by selling the Shares to or through broker-dealers and such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Stockholders or the purchasers of the Shares for
whom such broker-dealers may act as agent or to whom they sell as principal or
both (which compensation to a particular broker-dealer might be in excess of
customary commissions). See "Selling Stockholders" and "Plan of Distribution."
The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Stockholders. The Company has agreed to bear certain
expenses in connection with the registration and sale of the Shares being
offered by the Selling Stockholders. The Company has agreed to indemnify the
Selling Stockholders against certain liabilities, including liabilities under
the Securities Act of 1933, as amended.
On September 24, 1996, the closing bid price of the Company's Common
Stock on the Nasdaq Stock Market was $34.625 per share. The Common Stock is
traded under the Nasdaq symbol "ASGN."
-------------------------------
The Selling Stockholders and any broker-dealers or agents that
participate with the Selling Stockholders in the distribution of the Shares may
be deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act, and any commissions received by them and any profit on the
resale of the Shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.
-------------------------------
THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" ON PAGE 5.
-------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
-------------------------------
The date of this Prospectus is September 30, 1996
<PAGE> 3
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus in connection with
the offering made hereby, and if given or made, such information or
representations must not be relied upon as having been authorized by the
Company, any Selling Stockholder or by any other person. Neither the delivery of
this Prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that information herein is correct as of any time
subsequent to the date hereof. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any security other than the securities
covered by this Prospectus, nor does it constitute an offer to or solicitation
of any person in any jurisdiction in which such offer or solicitation may not
lawfully be made.
AVAILABLE INFORMATION
On Assignment, Inc. is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company with the Commission can be
inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, and the following regional offices of the Commission: New York
Regional Office, Seven World Trade Center, 13th Floor, New York, New York 10048;
and Chicago Regional Office, Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60621. Copies of such material may also be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, upon payment of prescribed rates. The
Company's Common Stock is quoted on the Nasdaq Stock Market. Reports and other
information concerning the Company may be inspected at the National Association
of Securities Dealers, Inc. at 1735 K Street, N.W., Washington, D.C. 20006
The Company has filed with the Commission a registration statement on
Form S-3 (herein, together with all amendments, exhibits and schedules, referred
to as the "Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the Shares offered hereby. This
Prospectus does not contain all the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission, and to which reference is hereby made. Statements
made in this Prospectus as to the contents of any document referred to are not
necessarily complete. With respect to each such document filed as an exhibit to
the Registration Statement, reference is made to the exhibit for a more complete
description of the matter involved, and each such statement shall be deemed
qualified in its entirety by such reference. The Registration Statement,
including the exhibits and schedules thereto, may be inspected at the public
reference facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549. Copies of such material may be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, www.sec.gov, at prescribed rates.
INFORMATION INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission (File
No. 0-20540) pursuant to the 1934 Act are incorporated by reference in this
Prospectus:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1995;
2. The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1996 and June 30, 1996;
3. The Company's Current Reports on Form 8-K and on Form 8-K/A dated
March 27, 1996 and filed on April 10, 1996 and May 3, 1996,
respectively; and
4. Proxy Statement for Annual Meeting of Stockholders held on May
30, 1996.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the 1934 Act subsequent to the date of this Prospectus but prior to
the termination of the offering to which this Prospectus relates
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<PAGE> 4
shall be deemed to be incorporated by reference in this Prospectus and to be
part hereof from the date of filing of such documents. Any statement contained
in a document incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, in its unmodified form, to
constitute a part of this Prospectus.
Upon written or oral request, the Company will provide without charge to
each person to whom a copy of the Prospectus is delivered a copy of the
documents incorporated by reference herein (other than exhibits to such
documents unless such exhibits are specifically incorporated by reference
herein). Requests should be submitted in writing or by telephone at (818)
878-7900 to Chief Financial Officer, On Assignment, Inc., at the principal
executive offices of the Company, 26651 West Agoura Road, Calabasas, California
91302.
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<PAGE> 5
PROSPECTUS SUMMARY
The discussion in this Prospectus contains forward-looking statements
that involve risks and uncertainties. The Company's actual results could differ
materially from those discussed herein. The following summary is qualified in
its entirety by the more detailed information appearing elsewhere or
incorporated by reference into this Prospectus. See "Risk Factors."
THE COMPANY
On Assignment, Inc. (the "Company"), through its first operating
division, Lab Support, is a leading nationwide provider of temporary scientific
professionals to laboratories in the biotechnology, environmental, chemical,
pharmaceutical, food and beverage and petrochemical industries. In January 1994,
the Company established its second operating division, Finance Support, with the
acquisition of 1st Choice Personnel, Inc. The Finance Support division was
expanded in December 1994, with the acquisition of substantially all of the
assets, offices and operations of Sklar Resource Group, Inc. The Finance Support
division provides temporary credit, collection and medical billing professionals
to the financial services and healthcare industries. As of June 30, 1996, the
Company served 44 operational markets through a network of 82 branch offices.
The Company's strategy is to serve industries' needs for quality
assignments of temporary professionals. In contrast to the mass market approach
used for temporary office/clerical and light industrial personnel, the Company
believes effective assignments of temporary professionals require the person
making assignments to have significant knowledge of the client's industry and be
able to assess the specific needs of the client as well as the temporary
professionals' qualifications. As a result, the Company has developed a tailored
approach to the assignment process - the Account Manager System. Unlike
traditional approaches, the Account Manager System is based on the use of
experienced professionals, Account Managers, to manage the assignment process.
The Company's corporate office performs many functions that allow Account
Managers to focus more effectively on the assignment of temporary professionals.
These functions include recruiting, ongoing training and coaching, appointment
making, business development and administrative support. The corporate office
also selects, opens and maintains branch offices according to a standardized
model.
Temporary personnel assigned to clients are employees of the Company.
Clients provide on-the-job supervisors for temporary personnel, overseeing
performance and approving hours worked, while the Company is responsible for
many of the activities typically handled by the client's personnel department.
RECENT DEVELOPMENTS
On March 27, 1996, the Company acquired privately-held EnviroStaff, Inc.
("EnviroStaff"), a Minnesota corporation, in exchange for 171,579 shares of the
Company's Common Stock. EnviroStaff specializes in providing employees on
temporary assignments to the environmental services industry. At the time of
the acquisition, EnviroStaff operated in 12 states with 12 branch offices.
Fiscal 1995 revenue for EnviroStaff was $10.6 million, while the Company
reported revenue of $62.0 million for the same fiscal year ending December 31,
1995. The transaction was accounted for using the pooling of interests method
of accounting.
4
<PAGE> 6
RISK FACTORS
Purchase of the Shares offered hereby is subject to a number of material
risks, including those described below. Prospective purchasers of the Shares
should carefully consider the matters described below before deciding to invest
in the Shares.
Reliance on and Ability to Attract, Develop and Retain Account Managers.
The Company relies significantly on the performance of its Account Managers, who
have primary responsibility for all aspects of the process of assigning the
Company's temporary employees to clients. The Company is highly dependent on its
ability to hire, develop and retain qualified Account Managers, as well as on
the productivity of its Account Managers. The available pool of qualified
Account Manager candidates is limited. In addition, prior to joining the
Company, the typical Account Manager has no prior experience in the temporary
employment industry. The Company has recently implemented a new process for
identifying and screening potential Account Managers. There can be no assurance
such new process will be successful. The Company commits substantial resources
to the training, development and operational support of its Account Managers.
There can be no assurance that the Company will be able to continue to recruit,
train and retain qualified Account Managers.
Dependence on Availability of Qualified Temporary Professional
Employees. The Company is dependent upon continuing to attract qualified
scientific, financial and environmental personnel with a broad range of skills
and experience in order to meet client needs. The Company competes for such
personnel with other temporary personnel companies, as well as actual and
potential clients, some of which seek to fill positions with either permanent
or temporary employees. In addition, the Company's temporary employees
sometimes become permanent employees of the Company's clients. There can be no
assurance that scientific, financial and environmental personnel will continue
to be available to the Company in adequate numbers.
Expansion in Existing Professions and into Other Professions. The
Company plans to expand its services within the scientific, financial and
environmental fields it currently serves and to other professional fields. The
success of the Company's expansion efforts, including its Finance Support and
EnviroStaff divisions, will depend on a number of factors, including adapting On
Assignment's approach used in its Lab Support division to other industries and
professions, recruiting and training new Account Managers with the particular
industry or professional experience, establishing client relationships in new
industries and successfully recruiting, qualifying and orienting new temporary
professionals. The Company may decide to pursue future expansion by internal
growth, direct investment or acquisition. The rate at which the Company
establishes new services may significantly affect the Company's results of
operations, especially in the quarters immediately following the expansion into
new professional markets or the integration of acquired operations. There can be
no assurance that the Company will be able to successfully develop its services
for other professional markets, that acquisitions by the Company will be
successful or that the Company will continue to grow.
Highly Competitive Market. The temporary services industry is highly
competitive and fragmented, with limited barriers to entry. The Company competes
in national, regional and local markets with full-service agencies and in
certain local markets with specialized temporary services agencies. Several of
these companies have significantly greater marketing and financial resources
than those of the Company. As the Company expands into new geographic markets,
its success will depend in part on its ability to gain market share from
competitors. The Company expects that competition will increase in the future
and there can be no assurance that the Company will remain competitive.
Effect of Fluctuations in the General Economy. Demand for temporary
services is significantly affected by the general level of economic activity. As
economic activity slows, many companies reduce their usage of temporary
employees before undertaking layoffs of their regular employees. The Company is
not able to predict the level of economic activity at any particular time, nor
its effect on the Company's operating and financial results.
Uncertainty of Future Operating Results, Quarterly Fluctuations and
Seasonality. Future operating results will depend on many factors, including
demand for the Company's services, the market's reaction to price changes,
5
<PAGE> 7
the productivity of Account Managers, the Company's successful expansion into
new geographic and professional markets, the degree and nature of competition,
the effectiveness of the Company's expansion into other professions, and the
Company's ability to control costs. The Company and the temporary services
industry as a whole typically experience seasonal declines in demand from the
year-end holiday season through early February and during June, July and August.
As a result of these factors, there can be no assurance that the Company will be
able to grow in future periods, sustain its past rate of revenue growth or
achieve historical levels of profitability on a quarterly or annual basis.
Terminability of Client Arrangements. The Company's arrangements with
clients are terminable at will and do not require clients to use the Company's
services. All temporary assignments, regardless of their planned length, may be
terminated without advance notice. The loss of significant clients or a
significant number of clients could materially adversely affect the Company.
There can be no assurance that existing clients will continue to use the
Company's services at historical levels, if at all.
Liability Insurance. The Company maintains general liability insurance.
This insurance does not extend to errors and omissions or wrongful acts of
temporary employees on assignments with clients. The Company seeks to reduce any
liability for the acts of its temporary employees by providing in its
arrangements with clients that temporary personnel work under the client's
supervision and control. There can be no assurance that such arrangements will
be enforceable or that, if enforceable, would be sufficient to preclude
liability as a result of the actions of its temporary personnel or that
insurance coverage will be available or adequate in amount to cover any such
liability.
Dependence on Key Officers. The Company's future success depends in
significant part upon the continued service of its key officers. Competition for
such personnel is intense and there can be no assurance that the Company will
retain its key officers or that it can attract or retain other highly qualified
managerial personnel in the future. The loss of any of its key officers could
have a material adverse effect upon the Company's business, operating results
and financial condition.
Government Regulations. In many states, the temporary services industry
is regulated, and firms such as the Company must be registered or qualify for an
exemption from registration. While these regulations have had no material effect
on the conduct of its business, there can be no assurance that future
regulations will not have such effect. State mandated workers' compensation and
unemployment insurance premiums, which the Company pays for its temporary as
well as its permanent employees, have increased in recent years thereby
increasing cost of services. Periodic federal legislative proposals for national
health insurance have included provisions extending health insurance benefits to
temporary employees and some states could impose sales taxes or raise sales tax
rates on temporary services. Further increases in such premiums, taxes or tax
rates or the introduction of new regulatory provisions could substantially raise
the costs associated with hiring temporary employees and there can be no
assurance that these increased costs could be passed on to clients without a
material decrease in the demand for temporary employees.
6
<PAGE> 8
SELLING STOCKHOLDERS
The following table sets forth certain information, as of August 27,
1996, with respect to the number of shares of Common Stock owned by each of the
Selling Stockholders and as adjusted to give effect to the sale of the Shares
offered hereby. The Shares are being registered to permit public secondary
trading of the Shares, and the Selling Stockholders may offer the Shares for
resale from time to time. See "Plan of Distribution."
The Shares being offered by the Selling Stockholders were acquired from
the Company in the Company's acquisition of EnviroStaff, pursuant to the
Agreement and Plan of Reorganization dated March 27, 1996, whereby ESI
Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of
the Company, was merged with and into EnviroStaff, and all outstanding shares of
capital stock of EnviroStaff was converted into shares of Common Stock of the
Company. The Common Stock was issued pursuant to the exemption from the
registration requirements of the Securities Act provided by Section 4(2)
thereof. Each Selling Stockholder that purchased Shares from the Company
represented to the Company that it was acquiring the Shares for investment and
with no present intention of distributing the Shares.
The Company has filed with the Commission, under the Act, a Registration
Statement on Form S-3, of which this Prospectus forms a part, with respect to
the resale of the Shares from time to time on the Nasdaq Stock Market or in
privately-negotiated transactions. The Company has agreed to use its best
efforts to keep such Registration Statement effective for at least 45 days from
the date of effectiveness of this Prospectus, subject to extension in the event
the Company informs the Selling Stockholders that the Prospectus becomes
ineffective during such 45 day period.
The Shares offered by this Prospectus may be offered from time to time
by the Selling Stockholders named below:
<TABLE>
<CAPTION>
Shares Beneficially Owned Shares Beneficially Owned
Prior to Offering After the Offering
------------------------ ----------------------------
Number of Number of Shares Number of
Name and Address of Selling Stockholder Shares Percent(1) Being Offered Shares Percent(1)
- --------------------------------------- --------- ---------- ---------------- --------- ----------
<S> <C> <C> <C> <C> <C>
Robert & Kathleen LaBombard 64,364 1.3% 40,000 24,364 *
8300 West 104th Street
Bloomington, MN 55438
Saint Paul Growth Ventures Fund I 35 * 35 0 *
Limited Partnership
1450 Energy Park Drive, Suite 110D
St. Paul, MN 55108
Coral Partners 5,102 * 1,500 3,602 *
111 Center Street
Little Rock, AR 72201
Stephens Inc., Custodian for Frank 2,982 * 2,982 0 *
Lorge IRA
111 Center Street
Little Rock, AR 72201
</TABLE>
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<PAGE> 9
<TABLE>
<CAPTION>
Shares Beneficially Owned Shares Beneficially Owned
Prior to Offering After the Offering
------------------------ ----------------------------
Number of Number of Shares Number of
Name and Address of Selling Stockholder Shares Percent(1) Being Offered Shares Percent(1)
- --------------------------------------- --------- ---------- ---------------- --------- ----------
<S> <C> <C> <C> <C> <C>
Douglas H. Martin 1,569 * 500 1,069 *
111 Center Street
Little Rock, AR 72201
Martin Family Partnership III 981 * 300 681 *
111 Center Street
Little Rock, AR 72201
Damien R. Flaherty 627 * 500 127 *
1794 Timber Ridge Estates Drive
Ellisville, MO 63011
St. Paul Seed Capital Corp. 311 * 311 0 *
1450 Energy Park Dr., Suite 110-D
St. Paul, MN 55108
First Midwest Ventures, Inc. 15 * 15 0 *
1600 University Avenue, Suite 214
St. Paul, MN 55104
Firstar Bank of Minnesota, N.A 1,668 * 1,668 0 *
101 East Fifth Street
St. Paul, MN 55101
Alexandra O. Bjorklund 834 * 834 0 *
336 Robert Street N., Suite 1124
St. Paul, MN 55101
Brule Associates I 4,177 * 4,177 0 *
332 Minnesota Street, Suite 2100
St. Paul, MN 55101
Deluxe Corporation 834 * 834 0 *
1080 West County Road F
St. Paul, MN 55126
Draft Company 1,670 * 1,670 0 *
336 Robert St. N., Suite 1220
St. Paul, MN 55101
W. John Driscoll 834 * 834 0 *
332 Minnesota St., Suite 2090
St. Paul, MN 55101
FBS Venture Capital Co. 2,505 * 2,505 0 *
First Bank St. Paul
332 Minnesota Street
St. Paul, MN 55101
</TABLE>
8
<PAGE> 10
<TABLE>
<CAPTION>
Shares Beneficially Owned Shares Beneficially Owned
Prior to Offering After the Offering
------------------------ ----------------------------
Number of Number of Shares Number of
Name and Address of Selling Stockholder Shares Percent(1) Being Offered Shares Percent(1)
- --------------------------------------- --------- ---------- ---------------- --------- ----------
<S> <C> <C> <C> <C> <C>
Edwin J. McCarthy 834 * 834 0 *
336 Robert St. N., Suite 1124
St. Paul, MN 55101
John C. Morley 2,505 * 2,505 0 *
Evergreen Ventures
30195 Chagrin Blvd., Suite 210 North
Pepper Pike, OH 44124
Ford J. Nicholson 834 * 834 0 *
Draft Company
336 Robert St. N., Suite 1220
St. Paul, MN 55101
Northern States Power Co. 8,355 * 8,355 0 *
414 Nicollet Mall
Minneapolis, MN 55401
Norwest Bank Minnesota, N.A 834 * 834 0 *
Norwest Center
Sixth & Marquette
Minneapolis, MN 55479
Port Authority of the City of St. Paul 2,505 * 2,505 0 *
345 St. Peter Street, Suite 1900
St. Paul, MN 55102
Salem Church Partners 834 * 834 0 *
332 Minnesota Street, Suite 2100
St. Paul, MN 55101
Space Center Enterprises, Inc. 834 * 834 0 *
444 Pine Street
St. Paul, MN 55101
St. Paul Pioneer Press 834 * 834 0 *
Division of Northwest Publications, Inc.
345 Cedar Street
St. Paul, MN 55101
Daniel C. Titcomb 834 * 834 0 *
332 Minnesota Street, Suite 2100
St. Paul, MN 55101
Nancy N. Weyerhaeuser 834 * 834 0 *
332 Minnesota Street, Suite 2100
St. Paul, MN 55101
TOTAL 108,545 2.1% 78,702 29,843 *
======= === ====== ====== =====
</TABLE>
9
<PAGE> 11
- -----------------
* Less than 1%
(1) Based upon shares of Common Stock outstanding on August 27, 1996. This
Registration Statement shall also cover any additional shares of Common
Stock which become issuable in connection with the shares registered for
sale hereby by reason of any stock dividend, stock split, recapitalization
or other similar transaction effected without the receipt of consideration
which results in an increase in the number of the Registrant's outstanding
shares of Common Stock.
PLAN OF DISTRIBUTION
The Company will receive no proceeds from this offering. The Shares
offered hereby may be sold by the Selling Stockholders from time to time in
transactions in the over-the-counter market, in negotiated transactions, or a
combination of such methods of sale, at fixed prices which may be changed, at
market prices prevailing at the time of sale, at prices related to prevailing
market prices or at negotiated prices. The Selling Stockholders may effect such
transactions by selling the Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Stockholders and/or the purchasers of the Shares
for whom such broker-dealers may act as agents or to whom they sell as
principals, or both (which compensation as to a particular broker-dealer might
be in excess of customary commissions).
In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
The Selling Stockholders and any broker-dealers or agents that
participate with the Selling Stockholders in the distribution of the Shares may
be deemed to be "underwriters" within the meaning of the Securities Act, and any
commissions received by them and any profit on the resale of the Shares
purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act.
Under applicable rules and regulations under the 1934 Act, any person
engaged in the distribution of the Shares may not simultaneously engage in
market making activities with respect to the Common Stock of the Company for a
period of two business days prior to the commencement of such distribution. In
addition and without limiting the foregoing, each Selling Stockholder will be
subject to applicable provisions of the 1934 Act and the rules and regulations
thereunder, including, without limitation, Rules 10b-6 and 10b-7, which
provisions may limit the timing of purchases and sales of shares of the
Company's Common Stock by the Selling Stockholders.
The Shares were originally issued to the Selling Stockholders pursuant
to an exemption from the registration requirements of the Securities Act
provided by Section 4(2) thereof. The Company agreed to register the Shares
under the Securities Act and to indemnify and hold the Selling Stockholders
harmless against certain liabilities under the Securities Act that could arise
in connection with the sale by the Selling Stockholders of the Shares. The
Company has agreed to pay all reasonable fees and expenses incident to the
filing of this Registration Statement.
DESCRIPTION OF CAPITAL STOCK
The authorized share capital of the Company consists of 25,000,000
Common Shares, $0.01 par value, and 1,000,000 Preferred Shares, $0.01 par value.
As of August 27, 1996, the Company had a total of 5,136,293 Common Shares issued
and outstanding and held by approximately 2,600 stockholders of record, and no
Preferred Shares issued and outstanding.
All of the Common Shares outstanding are fully paid and not subject to
any future call or assessment. The Company has only one kind and class of Common
Shares and there are no special rights or restrictions of any nature
10
<PAGE> 12
attached thereto. Holders of the Common Shares are entitled to one vote per
share on all matters to be voted on by stockholders, including the election of
directors. Holders of the Common Shares are entitled to receive such dividends,
if any, as may be declared from time to time by the Board of Directors from
funds legally available therefor. Upon liquidation or dissolution of the
Company, the holders of the Common Shares are entitled to receive all assets
available for distribution to the stockholders after payment of all obligations
of the Company. Holders of the Common Shares have no preemptive or other
subscription or conversion rights and have no cumulative voting rights. All of
the Common Shares rank equally as to dividends, voting rights and participation
in assets on liquidation. Provision as to the modification, amendment or
variation of these rights are contained in the Company's Amended and Restated
Certificate of Incorporation.
11
<PAGE> 13
LEGAL MATTERS
The legality of the securities offered hereby will be passed upon for
the Company by Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP.
EXPERTS
The consolidated financial statements and the related financial
statement schedule of On Assignment, Inc. as of and for the year ended December
31, 1995 incorporated in this Prospectus by reference from the Company's Annual
Report on Form 10-K for the year ended December 31, 1995 have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report which is
incorporated herein by reference, and has been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
12
<PAGE> 14
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER
THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF ANY OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH
THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF THE PROSPECTUS.
-----------------------
TABLE OF CONTENTS
PAGE
----
Available Information 2
Information Incorporated by Reference 2
Prospectus Summary 4
Risk Factors 5
Selling Stockholders 7
Plan of Distribution 10
Description of Capital Stock 10
Legal Matters 12
Experts 12
78,702 SHARES
ON ASSIGNMENT, INC.
Common Stock
-------------
September 30, 1996
--------------
<PAGE> 15
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The fees and expenses incurred by the Company in connection with the
offering are payable by the Company and, other than filing fees, are estimated
as follows:
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee $ 940
Legal Fees and Expenses ........................... 15,000
Accounting Fees and Expenses ...................... 3,000
Miscellaneous ..................................... 2,000
-------
Total ......................................... 20,940
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Registrant's Amended and Restated Certificate of Incorporation
provide that, the directors may cause the Registrant to indemnify a director,
officer, employee or agent of the Registrant against all costs, charges and
expenses incurred by such person as a result of an action or proceeding to which
such person is made a party by reason of being or having been a director,
officer, employee or agent of the Registrant. The Registrant has entered into
indemnification agreements with certain of its directors and maintains insurance
for the benefit of its directors and officers insuring such persons against
certain liabilities, including liabilities under the securities laws.
ITEM 16. EXHIBITS.
The exhibits listed in the Exhibit Index as filed as part of this
Registration Statement.
(a) Exhibits
Exhibit
- -------
Number Description
- ------- -----------
2.1* Agreement and Plan of Reorganization dated March 27, 1996 by and
among the Company, EnviroStaff, Inc. and ESI Acquisition Corporation.
4.1* Registration Rights Agreement dated March 27, 1996.
5.1 Opinion of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
LLP.
23.1 Consent of Deloitte & Touche LLP.
23.3 Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
LLP (included in the opinion filed as Exhibit 5.1).
24.1 Power of Attorney (included in Part II of this Registration Statement
under the caption "Signatures").
- -------------------
* Previously filed with the Company's Current Report on Form 8-K dated
March 27, 1996.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(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
II-1
<PAGE> 16
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, 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.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, 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.
The undersigned Registrant hereby undertakes 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
1934 Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 1934 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.
For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
II-2
<PAGE> 17
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-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF CALABASAS, STATE OF CALIFORNIA ON THIS 30TH DAY OF
SEPTEMBER, 1996.
ON ASSIGNMENT, INC.
By: /s/ H. Tom Buelter
---------------------------------
H. Tom Buelter
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of On Assignment, Inc., a
Delaware corporation, do hereby constitute and appoint jointly and severally, H.
Tom Buelter and Ronald W. Rudolph, and each of them, the lawful attorneys and
agents, with power and authority to do any and all acts and things and to
execute any and all instruments which said attorneys and agents determine may be
necessary or advisable or required to enable said corporation to comply with the
Securities Act, and any rules or regulations or requirements of the Securities
and Exchange Commission in connection with this Registration Statement. Without
limiting the generality of the foregoing power and authority, the powers granted
include the power and authority to sign the names of the undersigned officers
and directors in the capacities indicated below to this Registration Statement,
to any and all amendments, both pre-effective and post-effective, and
supplements to this Registration Statement, and to any and all instruments or
documents filed as part of or in conjunction with this Registration Statement or
amendments or supplements thereof, and each of the undersigned hereby ratifies
and confirms all that said attorneys and agents or any of them shall do or cause
to be done by virtue hereof. This Power of Attorney may be signed in several
counterparts.
II-3
<PAGE> 18
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
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/ H. Tom Buelter President and Chief Executive September 30, 1996
- ----------------------- Officer (Principal Executive
H. Tom Buelter Officer and Chairman of the
Board)
/s/ Ronald W. Rudolph Senior Vice President, Finance September 30, 1996
- ----------------------- and Administration and Chief
Ronald W. Rudolph Financial Officer (Principal
Financial and Accounting
Officer)
/s/ Karen Brenner Director September 30, 1996
- -----------------------
Karen Brenner
/s/ William E. Brock Director September 30, 1996
- -----------------------
William E. Brock
/s/ Jonathan S. Holman Director September 30, 1996
- -----------------------
Jonathan S. Holman
/s/ Jeremy M. Jones Director September 30, 1996
- -----------------------
Jeremy M. Jones
II-4
<PAGE> 19
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
2.1* Agreement and Plan of Reorganization dated March 27, 1996 by and
among the Company, EnviroStaff, Inc. and ESI Acquisition
Corporation..
4.1* Registration Rights Agreement dated March 27, 1996.
5.1 Opinion of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
LLP.
23.1 Consent of Deloitte & Touche LLP.
23.3 Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
LLP (included in the opinion filed as Exhibit 5.1).
24.1 Power of Attorney (included in Part II of this Registration Statement
under the caption "Signatures").
- -------------------
* Previously filed with the Company's Current Report on Form 8-K dated
March 27, 1996.
<PAGE> 1
Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
EXHIBIT 5.1
-----------
September 30, 1996
On Assignment, Inc.
26651 West Agoura Road
Calabasas, California 91302
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 originally
filed by On Assignment, Inc. (the "Company") with the Securities and Exchange
Commission (the "Commission") on September 30, 1996, as thereafter amended or
supplemented (the "Registration Statement"), in connection with the
registration under the Securities Act of 1933, as amended (the "Act"), of the
offer and sale of up to 78,702 shares of the Company's Common Stock (the
"Shares") by certain stockholders of the Company (the "Selling Stockholders").
As your counsel in connection with this transaction, we have examined the
proceedings taken and are familiar with the proceedings proposed to be taken by
you in connection with the registration under the Act of the offer and sale of
the Shares by the Selling Stockholders.
It is our opinion that, upon conclusion of the proceedings being taken
or contemplated by us, as your counsel, to be taken prior to the offer and sale
of the Shares by the Selling Stockholders and upon completion of the
proceedings being taken in order to permit such transactions to be carried out
in accordance with the securities laws of the various states where required,
the Shares, when sold in the manner described in the Registration Statement,
will be legally and validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to said
Registration Statement, and further consent to the use of our name under the
caption "Legal Matters" in said Registration Statement, including the
prospectus constituting a part thereof, and in any amendment or supplement
thereto.
Very truly yours,
/s/ Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP
Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP
<PAGE> 1
EXHIBIT 23.1
------------
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of On Assignment, Inc. on Form S-3 of our report dated January 23,
1996, appearing in and incorporated by reference in the Annual Report on Form
10-K of On Assignment, Inc. for the year ended December 31, 1995 and to the
reference to Deloitte & Touche LLP under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
Los Angeles, California
September 30, 1996
