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Registration No. 33- ****
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
BARRETT BUSINESS SERVICES, INC.
(Exact name of registrant as specified in its charter)
Maryland 52-0812977
(State of incorporation) (IRS Employer Identification No.)
4724 S.W. Macadam Avenue
Portland, Oregon 97201
(Address of principal executive offices) (Zip Code)
BARRETT BUSINESS SERVICES, INC.
EMPLOYEES' SAVINGS PLAN AND TRUST
(Full title of the plan)
William W. Sherertz
President
Barrett Business Services, Inc.
4724 S.W. Macadam Avenue
Portland, Oregon 97201
Telephone (503) 220-0988
(Name, address, and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Amount to be Maximum Maximum Amount of
Securities to be Registered Offering Price Aggregate Registration
Registered Per Share<F1> Offering Fee
Price<F1>
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value<F2> 60,000 shares Not Applicable $1,762,500 $607.76
<FN>
<F1> Pursuant to Rule 457(h) under the Securities Act of 1933, the maximum
aggregate offering price and the registration fee have been computed
based on the average of the high and low sales prices of the Common
Stock reported by the National Association of Securities Dealers,
Inc., through NASDAQ, on March 22, 1994, $29.375.
<F2> In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein, as well as such indefinite additional number of
shares as may be issued with respect to shares held under the plan as
a result of stock dividends and splits.
</TABLE>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the registrant with the
Securities and Exchange Commission are incorporated by reference in this
registration statement:
(a) The registrant's Annual Report on Form 10-K for the year
ended December 31, 1993.
(b) The description of the registrant's Common Stock included as
Exhibit 3 to the registrant's Registration Statement on Form 8-A dated
June 3, 1993, filed pursuant to Section 12(g) of the Securities
Exchange Act of 1934 (File No. 0-21886).
All documents filed by the registrant or the subject plan
subsequent to those listed above pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended, prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Indemnification
Section 2-312 of the Maryland General Corporation Law (the "Act")
provides that any director held liable for an unlawful distribution in
violation of Section 2-311 of the Act or the corporation's charter is
entitled to contribution from (i) every other director who could be held
liable under Section 2-312 of the Act for the unlawful distribution and
(ii) each stockholder for the amount the stockholder accepted knowing the
distribution was made in violation of Section 2-311 of the Act or the
corporation's charter.
Under Section 2-418 of the Act, a person who is made a party to a
proceeding because such person is or was an officer or director of a
corporation (an "Indemnitee") shall be indemnified by the corporation
(unless the corporation's charter provides otherwise) against reasonable
expenses incurred by the Indemnitee in connection with the proceeding if
the Indemnitee is successful on the merits or otherwise or if ordered by a
court of competent jurisdiction. In addition, under said section a
corporation is permitted to indemnify an Indemnitee against liability
incurred in a proceeding unless (i) the Indemnitee's act or omission was
material to the matter giving rise to the proceeding and (a) was committed
in bad faith or (b) was the result of active and deliberate dishonesty;
(ii) the Indemnitee actually received an improper personal benefit in
money, property, or services; (iii) in the case of a criminal proceeding,
the Indemnitee had reasonable cause to believe that the act or omission was
unlawful; (iv) the Indemnitee was adjudged liable to the corporation in a
proceeding by or in the right of the corporation; or (v) the Indemnitee was
adjudged liable on the basis that he or she improperly received a personal
benefit.
As authorized by the Act, Article V of the registrant's Articles
of Amendment and Restatement (the "Charter") provides that the registrant
shall indemnify each of its officers and directors to the fullest extent
permissible under the Act, as the same exists or may hereafter be amended,
against all liabilities, losses, judgments, penalties, fines, settlements
and reasonable expenses (including attorney fees) incurred or suffered by
such person by reason of or arising from the fact that such person is or
was an officer or director of the registrant or is or was serving at the
request of the registrant as a director, officer, partner, trustee,
employee or agent of another foreign or domestic corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise. Such
indemnification continues as to a person who has ceased to be a director,
officer, partner, trustee, employee or agent and inures to the benefit of
his or her heirs, executors, and administrators.
The registrant has entered into an indemnification agreement with
each of its directors. Each such agreement provides that the registrant
will indemnify the director to the full extent authorized or permitted by
the Act or any other applicable statute or the registrant's Charter or
Bylaws or any amendment thereof against any obligation to pay a judgment,
settlement, penalty, fine or reasonable expenses, including attorney fees
(any of the foregoing, a "Liability") incurred in connection with any claim
(as defined therein), including a claim by or in the right of the
registrant; provided that no indemnity shall be paid by the registrant
(i) if a final decision by a court having jurisdiction shall determine that
such indemnification is unlawful, (ii) on account of acts or omissions by
the director which are finally adjudged to have been not in good faith or
to have involved intentional misconduct or a knowing violation of law, or
(iii) on account of Liability under Section 16(b) of the
Securities Exchange Act of 1934 or any similar provision of federal or
state statutory law.
Insurance
The registrant maintains directors' and officers' liability
insurance under which the registrant's directors and officers are insured
against loss (as defined) as a result of claims brought against them based
upon their acts or omissions in such capacities, including civil
liabilities under the Securities Act of 1933.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Index to Exhibits listing the exhibits required by Item 601
of Regulation S-K is located at page II-5.
Item 9. Undertakings.
(a) 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:
(i) To include any prospectus required
by Section 10(a)(3) of the Securities Act of
1933 ("Securities Act");
(ii) To reflect in the prospectus any
facts or events arising after the effective
date of the 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 the registration
statement;
(iii) 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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
("Exchange Act") that are incorporated by reference 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.
(b) 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 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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) 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 provisions described in Item 6
above, 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 undertaking of the registrant in the preceding sentence does
not apply to insurance against liability arising under the Securities Act.
<PAGE>
SIGNATURES
The Registrant.
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets 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 Portland, state of Oregon, on the
28th day of March, 1994.
BARRETT BUSINESS SERVICES, INC.
(Registrant)
By /s/ JACK D. WILLIAMSON, JR.
Jack D. Williamson, Jr.
Vice President -- Finance and
Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated as of the 28th day of March, 1994.
Signature Title
(1) Principal Executive Officer and Director
WILLIAM W. SHERERTZ* President and Director
(2) Principal Financial Officer and
Principal Accounting Officer and Director:
/s/ JACK D. WILLIAMSON, JR. Vice President -- Finance
Jack D. Williamson, Jr. and Treasurer and
Director
(3) A majority of the Board of Directors:
ROBERT R. AMES* Director
JEFFREY L. BEAUDOIN* Director
ANTHONY MEEKER* Director
STANLEY G. RENECKER* Director
*By/s/JACK D. WILLIAMSON, JR.
Jack D. Williamson, Jr.
Attorney-in-fact
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Barrett Business Services, Inc., Employees' Savings Plan and Trust has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Portland, state of
Oregon, on the 28th day of March, 1994.
BARRETT BUSINESS SERVICES, INC.
EMPLOYEES' SAVINGS PLAN AND TRUST
By Barrett Business Services, Inc.,
Plan Administrator
By /S/ JACK D. WILLIAMSON, JR.
Jack D. Williamson, Jr.
Vice President -- Finance and Treasurer
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INDEX TO EXHIBITS
4.1 Articles of Amendment and Restatement of the registrant.
Incorporated by reference to Exhibit 3.1 to the
registrant's Registration Statement on Form S-1
(Registration No. 33-61804) ("Form S-1").
4.2 Bylaws of the registrant. Incorporated by reference to
Exhibit 3.2 to the Form S-1.
5 Internal Revenue Service determination letter regarding
qualification under Section 401 of the Internal Revenue
Code.
23.1 Consent of Price Waterhouse, independent accountants.
23.2 Consent of Frank, Rimerman & Co., independent
accountants.
24 Power of attorney of certain officers and directors.
- ----------------------
Other exhibits listed in Item 601 to Regulation S-K are not
applicable.
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Internal Revenue Service Department of the Treasury
Plan Description: Prototype Standardized Profit Sharing Plan
FFN: 50270630005-001 Case: 9307141 EIN: 13-1912900 Washington, DC 20224
BPD: 05 Plan: 001 Letter Serial No: D261029a
SMITH BARNEY SHEARSON INC. Person to Contact: Mr. Dua
RETIREMENT PLAN SERVICES 37TH FLOOR Telephone No: (202) 622-8380
388 GREENWICH STREET
NEW YORK, NY 10013 Refer Reply to: E:EP:Q:3
Date: 08/02/93
Dear Applicant:
In our opinion, the form of the plan identified above is acceptable under
section 401 of the Internal Revenue Code for use to employers for the
benefit of their employees. This opinion relates only to the acceptability
of the form of the plan under the Internal Revenue Code. It is not an
opinion of the effect of other Federal or local statutes.
You must furnish a copy of this letter to each employer who adopts this
plan. You are also requested to send a copy of the approved form of the
plan, any approved amendments and related documents to each Key District
Director of Internal Revenue Service in whose jurisdiction there are
adopting employers.
Our opinion on the acceptability of the form of the plan is not a ruling or
determination as to whether an employer's plan qualifies under Code section
401(a). An employer who adopts this plan will be considered to have a plan
qualified under Code section 401(a) provided all the terms of the plan are
followed, and the eligibility requirements and contribution or benefit
provisions are not more favorable for highly compensated employees than for
other employees. Except as stated below, the Key District Director will
not issue a determination letter with regard to this plan.
Our opinion does not apply to the form of the plan for purposes of Code
section 401(a)(16) if: (1) an employer ever maintained another qualified
plan for one or more employees who are covered by this plan, other than a
specified paired plan within the meaning of section 7 of Rev. Proc. 89-9,
1989-1 C.B. 780; or (2) after December 31, 1985, the employer maintains a
welfare benefit fund defined in Code section 419(e), which provides
postretirement medical benefits allocated to separate accounts for key
employees as defined in Code section 419A(d)(3).
An employer that has adopted a standardized plan may not rely on this
opinion letter with respect to: (1) whether any amendment or series of
amendments to the plan satisfies the nondiscrimination requirements of
section 1.401(a)(4)-5(a) of the regulations, except with respect to plan
amendments granting past service that meet the safe harbor described in
section 1.401(a)(4)-5(a)(5) and are not part of a pattern of amendments
that significantly discriminates in favor of highly compensated employees;
or (2) whether the plan satisfies the effective availability requirement of
section 1.401(a)(4)-4(c) of the regulations with respect to any benefit,
right or feature.
An employer that has adopted a standardized plan as an amendment to a plan
other than a standardized plan may not rely on this opinion letter with
respect to whether a benefit, right or other feature that is prospectively
eliminated satisfies the current availability requirements of section
1.401(a)-4 of the regulations.
The employer may request a determination (1) as to whether the plan,
considered with all related qualified plans and, if appropriate, welfare
benefit funds, satisfies the requirements of Code section 401(a)(16) as to
limitations on benefits and contributions on Code section 415; (2)
regarding the nondiscriminatory effect of grants of past service; and (3)
with respect to whether a prospectively eliminated benefit, right or
feature satisfies the current availability requirements.
Our opinion does not apply to the form of the plan for purposes of section
401(a) of the Code unless the terms of the plan, as adopted or amended,
that pertain to the requirements of sections 401(a)(4), 401(a)(5),
401(a)(17), 401(l), 410(b) and 414(s) of the Code, as amended by the Tax
Reform Act of 1986 or subsequent legislation, (a) are made effective
retroactively to the first day of the first plan year beginning after
December 31, 1988 (or such other date on which these requirements first
became effective with respect to this plan; or (b) are made effective no
later than the first day on which the employer is no longer entitled, under
regulations, to rely on a reasonable, good faith interpretation of these
requirements, and the prior provisions of the plan constitute such an
interpretation.
Because you submitted this plan for approval after March 31, 1991, the
continued, interim and extended reliance provisions of section 13 and 17.03
of Rev. Proc. 89-9, 1989-1 C.B. 780, are not applicable.
If you, the sponsoring organization, have any questions concerning the IRS
processing of this case, please call the above telephone number. This
number is only for use of the sponsoring organization. Individual
participants and/or adopting employers with questions concerning the plan
should contact the sponsoring organization. The plan's adoption agreement
must include the sponsoring organization's address and telephone number for
inquiries by adopting employers.
If you write to the IRS regarding this plan, please provide your telephone
number and the most convenient time for us to call in case we need more
information. Whether you call or write, please refer to the Letter Serial
Number and File Folder Number shown in the heading of this letter.
You should keep this letter as a permanent record. Please notify us if you
modify or discontinue sponsorship of this plan.
Sincerely yours,
[SIGNATURE]
Chief, Employee Plans Qualifications Branch
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Consent of Independent Accountants
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February
7, 1994, appearing on page 20 of Barrett Business Services,
Inc.'s Annual Report on Form 10-K for the year ended December 31,
1993. We also consent to the incorporation by reference of our
report on the Financial Statement Schedule, which appears on page
38 of such Annual Report on Form 10-K.
Price Waterhouse
Portland, Oregon
March 22, 1994
<PAGE>
<PAGE>
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February
14, 1994, appearing on page 43 of Barrett Business Services,
Inc.'s Annual Report on Form 10-K for the year ended December 31,
1993.
Frank, Rimerman & Co.
San Jose, California
March 22, 1994
<PAGE>
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below designates and appoints
WILLIAM W. SHERERTZ, JACK D. WILLIAMSON, JR., and PETER J. SCHENK, and each
of them, his true and lawful attorneys-in-fact and agents to sign a
registration statement on Form S-8 to be filed by Barrett Business
Services, Inc., a Maryland corporation, with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, for the purpose of
registering an indeterminate number of interests in the Barrett Business
Services, Inc., Employees' Savings Plan (the "Plan") and 60,000 shares of
common stock, $.01 par value, of Barrett Business Services, Inc., to be
issued pursuant to the Plan, together with any and all amendments
(including post-effective amendments) to the registration statement. Each
person whose signature appears below also grants full power and authority
to these attorneys-in-fact and agents to take any action and execute any
instruments that they deem necessary or desirable in connection with the
preparation and filing of the registration statement, as fully as he could
do in person, hereby ratifying and confirming all that the
attorneys-in-fact and agents or their substitutes may lawfully do or cause
to be done.
IN WITNESS WHEREOF, this power of attorney has been executed by
each of the undersigned as of the 8th day of March, 1994.
Signature Title
/s/ WILLIAM W. SHERERTZ President and Director
William W. Sherertz
/s/ JACK D. WILLIAMSON, JR. Vice President-Finance,Treasurer
Jack D. Williamson, Jr. and Director
/s/ ROBERT R. AMES Director
Robert R. Ames
/s/ JEFFREY L. BEAUDOIN Director
Jeffrey L. Beaudoin
/s/ ANTHONY MEEKER Director
Anthony Meeker
/s/ STANLEY G. RENECKER Director
Stanley G. Renecker
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