<PAGE>
As filed with the Securities and Exchange
Commission on August 17, 1994. 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., 1993 STOCK INCENTIVE PLAN
(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 Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered Per Share Offering Price Registration Fee
____________________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock, 300,000 shares (1) $3,300,000(1) $1,137.94(1)
$.01 par value, and
options and other
rights related
thereto
============================================================================================
(1) Pursuant to Rule 457(h), the proposed maximum aggregate offering price and the
registration fee have been computed based upon 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 August 12, 1994, $11.00.
</TABLE>
<PAGE>
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 registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1994, and June 30, 1994.
(c) The description of the registrant's Common Stock included as
Exhibit 99 to the registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1994.
All documents filed by the registrant 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-4.
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
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 Portland, state of Oregon, on the
16th day of August, 1994.
BARRETT BUSINESS SERVICES, INC.
(Registrant)
By /s/ WILLIAM W. SHERERTZ
William W. Sherertz
President
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 16th day of August, 1994.
Signature Title
--------- -----
(1) Principal Executive and Principal
Financial Officer and Director
/s/ WILLIAM W. SHERERTZ President and Director
William W. Sherertz
(2) Principal Accounting Officer:
/s/ JAMES D. MILLER Controller
James D. Miller
(3) A majority of the Board
of Directors:
ROBERT R. AMES* Director
JEFFREY L. BEAUDOIN* Director
ANTHONY MEEKER* Director
STANLEY G. RENECKER* Director
JACK D. WILLIAMSON, JR.* Director
*By /s/ WILLIAM W. SHERERTZ
William W. Sherertz
Attorney-in-fact
<PAGE>
INDEX TO EXHIBITS
4.1 Articles III, VI, VII and VIII of the Charter of the registrant, as
amended. Incorporated by reference to Exhibit 3 to the
registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1994.
4.2 Article I, Article II, Sections 2 and 10, Article VI and Article
VII of the Bylaws of the registrant. Incorporated by reference to
Exhibit 3.2 to the registrant's Registration Statement on Form S-1
(Registration No. 33-61804).
5 Opinion of Miller, Nash, Wiener, Hager & Carlsen as to the legality
of the securities being registered.
23.1 Consent of Price Waterhouse LLP, independent accountants.
23.2 Consent of Frank, Rimerman & Co., independent accountants.
23.3 Consent of Miller, Nash, Wiener, Hager & Carlsen (included in
Exhibit 5).
24 Power of attorney of certain officers and directors.
- ------------
Other exhibits listed in Item 601 to Regulation S-K are not applicable.
<PAGE>
<PAGE>
EXHIBIT 5
MILLER, NASH, WIENER, HAGER & CARLSEN
ATTORNEYS AND COUNSELORS AT LAW
3500 U. S. BANCORP TOWER
111 S.W. FIFTH AVENUE
PORTLAND, OREGON 97204-3699
TELEPHONE (503) 224-5858
FACSIMILE (503) 224-0155
August 16, 1994
Barrett Business Services, Inc.
4724 S.W. Macadam Avenue
Portland, Oregon 97201
Subject: Registration Statement on Form S-8 Relating to 1993 Stock
Incentive Plan
Gentlemen:
Reference is made to the Registration Statement on Form S-8
("Registration Statement") to be filed by Barrett Business Services, Inc., a
Maryland corporation ("Company"), with the Securities and Exchange Commission
for the purpose of registering under the Securities Act of 1933, as amended,
an additional 300,000 shares of the Company's Common Stock, $.01 par value
("Common Stock"), to be issued under the Company's 1993 Stock Incentive Plan,
as amended ("Amended Plan"), together with options and other rights relating
thereto.
We have examined originals or copies, certified or otherwise
identified to our satisfaction, of such corporate records, certificates of
public officials, and other documents as we have deemed necessary or relevant
as a basis for the opinion set forth herein.
Based on the foregoing, it is our opinion that:
1. The Amended Plan has been duly adopted and approved by all
necessary corporate action and when options or other rights relating to
the 300,000 shares of Common Stock referred to above have been granted
in accordance with the Amended Plan, such options or rights will have
been legally issued.
2. The 300,000 shares of Common Stock referred to above have been
duly authorized and reserved for issuance.
3. When such shares are issued and sold by the Company upon
exercise of options or issued pursuant to other rights duly granted
under the Amended Plan while the Registration Statement is effective and
in compliance with state securities laws, and payment for such shares to
the extent and in the manner required by the Amended Plan is received by
the Company, such shares will be legally issued, fully paid and
nonassessable.
We consent to the use of this opinion in the Registration Statement
and in any amendments thereof.
Very truly yours,
/s/ MILLER, NASH, WIENER, HAGER & CARLSEN
<PAGE>
<PAGE>
EXHIBIT 23.1
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 LLP
Portland, Oregon
August 12, 1994
<PAGE>
<PAGE>
EXHIBIT 23.2
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
August 12, 1994
<PAGE>
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
Each person whose signature appears below designates and appoints
WILLIAM W. SHERERTZ, JACK D. WILLIAMSON, JR., and CHRISTOPHER J. McLAUGHLIN,
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
300,000 shares of common stock of Barrett Business Services, Inc., and
options and other awards relating thereto to be issued pursuant to the
Barrett Business Services, Inc., 1993 Stock Incentive 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 10th day of August, 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
<PAGE>
