<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
BARRETT BUSINESS SERVICES, INC.
(Exact name of registrant as specified in charter)
Maryland 52-0812977
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
4724 S.W. Macadam Avenue
Portland, Oregon 97201
Telephone (503) 220-0988
(Address and telephone number of principal executive offices)
WILLIAM W. SHERERTZ
President and Chief Executive Officer
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)
Copies to:
Miller, Nash, Wiener, Hager & Carlsen
111 S.W. Fifth Avenue
Portland, Oregon 97204-3699
Attn: Mary Ann Frantz
(503) 224-5858
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this registration statement as
determined in light of market conditions and other factors.
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. [ ]
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==============================================================================================
<S> <C> <C> <C> <C>
Title of Each Class Proposed Maximum Proposed Maximum
of Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Unit(1) Offering Price(1) Registration Fee
- ----------------------------------------------------------------------------------------------
Common Stock,
$.01 par value........179,600 shares $18.6875 $3,356,275 $1,158
==============================================================================================
(1) Estimated solely for purposes of calculating the registration fee pursuant to Rule
457(c) based upon the average of the high and low sales prices of the Common Stock on
The Nasdaq Stock Market on July 1, 1996.
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 this registration
statement shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
==============================================================================================
</TABLE>
<PAGE>
PROSPECTUS
BARRETT BUSINESS SERVICES, INC.
179,600 SHARES
__________________________
COMMON STOCK
__________________________
This Prospectus covers 179,600 shares ("Shares") of common stock, $.01
par value per share ("Common Stock"), of Barrett Business Services, Inc.
("Company"), which may be offered for sale from time to time by the selling
stockholders ("Selling Stockholders") identified under "Selling Stockholders"
herein. The Company will receive no part of the proceeds of any such sales.
Underwriting discounts and commissions will be paid by the Selling
Stockholders. Costs of registration are being borne by the Company.
See "Plan of Distribution" herein for a description of the manner in
which the Shares may be sold.
The Selling Stockholders and any broker-dealers who may participate
in a sale of the Shares may be deemed to be statutory underwriters within the
meaning of the Securities Act of 1933, as amended ("Securities Act"), and the
commissions paid or discounts or concessions allowed to any of such
broker-dealers by any person, as well as any profits received on the resale of
the Shares if any of such broker-dealers should purchase any Shares as a
principal, may be deemed to be underwriting discounts and commissions under
the Securities Act.
The Common Stock is traded on the Nasdaq National Market tier of The
Nasdaq Stock Market. The last reported sale price of Common Stock on The
Nasdaq Stock Market on July 5, 1996, was $19.875 per share.
__________________________
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 July __, 1996
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 ("Exchange Act") and in accordance therewith
files reports and other information with the Securities and Exchange
Commission ("Commission"). Reports, proxy statements and other information
filed by the Company can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C.; 500 West Madison Street, Chicago, Illinois; and 7 World
Trade Center, New York, New York. Copies of such material can be obtained
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates.
This Prospectus constitutes part of a registration statement on Form
S-3 (together with all amendments and exhibits, the "Registration Statement")
filed by the Company with the Commission under the Securities Act. This
Prospectus does not contain all of the information included in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. Reference is made to the
Registration Statement for further information with respect to the Company and
the Shares.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company incorporates herein by reference (i) its Annual Report on
Form 10-K for the year ended December 31, 1995, (ii) its Quarterly Report on
Form 10-Q for the quarter ended March 31, 1996, and (iii) the description of
the Common Stock contained in Exhibit 99 to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1994.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Common Stock to which this
Prospectus relates shall be deemed to be incorporated by reference into this
Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of any such
person, a copy of any or all the foregoing documents incorporated by reference
herein (other than exhibits to such documents which are not specifically
incorporated by reference in such documents). Requests should be directed
to Michael D. Mulholland, Vice President-Finance, Barrett Business Services,
Inc., 4724 S.W. Macadam Avenue, Portland, Oregon 97201, telephone
(503) 220-0988.
<PAGE>
THE COMPANY
The Company, a professional employer organization, provides light
industrial, clerical and technical employees to a wide range of businesses
through staff leasing, contract staffing, site management and temporary
staffing arrangements. Services are provided through offices throughout
Oregon and in Washington, California, Idaho, Maryland and Delaware. The
Company provides employees to a diverse set of customers, including forest
products and agriculture-based companies, electronics manufacturers,
transportation and shipping enterprises, professional firms and general
contractors. The Company was incorporated in the state of Maryland in 1965.
The Company's principal executive offices are located at
4724 S.W. Macadam Avenue, Portland, Oregon 97201, and its telephone number is
(503) 220-0988.
SELLING STOCKHOLDERS
The following table sets forth the name of each Selling Stockholder, the
amount of Common Stock owned by such Selling Stockholder on July 8, 1996, the
number of Shares to be offered by such Selling Stockholder and the amount of
Common Stock to be owned by such Selling Stockholder after completion of the
offering assuming all the Shares are sold. At the date of this Prospectus,
each Selling Stockholder owns less than 1 percent of the outstanding Common
Stock except Aphila, Inc., which owns 2.3 percent of the outstanding Common
Stock.
- ---------------------------Shares of Common Stock--------------------------
To Be Owned
Name Presently Owned To be Offered After Offering
---- --------------- -------------- --------------
Aphila, Inc. 157,464 157,464 -0-
ZOO, Inc. 20,446 20,446 -0-
Philip D. Cox 845 845 -0-
Pamela K. Cox 845 845 -0-
On April 1, 1996, the Company acquired certain assets and the business of
StaffAmerica, Inc. ("StaffAmerica") (since renamed Aphila, Inc.), pursuant to
a Plan and Agreement of Reorganization for a total of 159,154 shares of Common
Stock and assumption of a liability of StaffAmerica for customer deposits in
the amount of $49,000. Of the 159,154 shares, 157,464 shares were issued to
StaffAmerica and 845 shares were issued to each of Philip D. Cox and Pamela K.
Cox, the shareholders of StaffAmerica, as consideration for their covenants
not to compete with the Company. StaffAmerica provided both temporary
staffing and staff leasing services through its two offices located in Santa
Barbara and Oxnard, California. Pamela K. Cox was engaged by the Company to
facilitate the transition of ownership of the business for a period of
approximately one month following the acquisition.
As part of the acquisition, the Company holds a secured promissory note
(the "Note") of Aphila, Inc., in the amount of $323,613 which is due and
payable in full not later than March 31, 1997, and accrues interest at the
rate of 8 percent per annum.
The Plan and Agreement of Reorganization between StaffAmerica and the
Company gives Aphila, Inc., Philip D. Cox and Pamela K. Cox the right to
require the Company to repurchase the shares issued in the transaction,
subject to certain conditions and restrictions. The Company's repurchase
obligation will expire on March 31, 1997. The purchase price payable by the
Company pursuant to the repurchase obligation shall be $17.75 per share,
provided that so long as any amount remains payable under the Note, the
purchase price shall be the lower of $17.75 per share and the then current
market value of the shares to be repurchased.
On April 8, 1996, the Company acquired certain assets and the business of
Jobworks Agency, Inc. (since renamed ZOO, Inc.), for 20,446 shares of Common
Stock, $20,000 in cash and assumption of a customer deposit liability of
$2,000. JobWorks Agency, Inc., provided both temporary staffing and staff
leasing services through two offices located in Hood River and The Dalles,
Oregon. Judy A. Dutcher, the sole shareholder of ZOO, Inc., has been employed
by the Company as a branch manager since the date of the purchase.
PLAN OF DISTRIBUTION
The Shares may be offered from time to time by the Selling Stockholders
in the over-the-counter market at prices and at terms then prevailing or in
negotiated transactions or otherwise.
MISCELLANEOUS
No person has been authorized to give any information or to make any
representation other than those contained in this Prospectus in connection
with this offering and, if given or made, such information or representation
must not be relied upon as having been authorized by the Company or any
Selling Stockholder. This Prospectus does not constitute an offer to sell or
a solicitation of an offer to purchase any of the Shares in any jurisdiction
to any person to whom such offer would be unlawful. Neither the delivery of
this Prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that the information herein is correct as of any time
subsequent to the date hereof or that there has been no change in the affairs
of the Company since such date.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Registration fee. . . . . . . . . . . . . . . . $1,158
Accounting services . . . . . . . . . . . . . . 2,000*
Legal services. . . . . . . . . . . . . . . . . 5,000*
Miscellaneous . . . . . . . . . . . . . . . . . 842*
-------
Total. . . . . . . . . . . . . . . . . . . $9,000*
=======
______________________
*Estimated
Item 15. 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 16. Exhibits.
The exhibits to the registration statement required by Item 601 of
Regulation S-K are listed in the accompanying index to exhibits.
Item 17. 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.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed
that which was registered) and any deviation from the
low or high and of the estimated maximum offering
range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent
no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective
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 15 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
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 Portland, state of Oregon, on the
8th day of July, 1996.
BARRETT BUSINESS SERVICES, INC.
(Registrant)
By /s/Michael D. Mulholland
Michael D. Mulholland
Vice President-Finance
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 8th day of July, 1996.
Signature Title
--------- -----
(1) Principal Executive Officer and
Director:
WILLIAM W. SHERERTZ* President and Chief Executive
William W. Sherertz Officer and Director
(2) Principal Financial Officer:
/s/ Michael D. Mulholland
Michael D. Mulholland Vice President-Finance
(3) Principal Accounting Officer:
/s/James D. Miller
James D. Miller Controller
(4) A majority of the Board
of Directors:
ROBERT R. AMES* Director
JEFFREY L. BEAUDOIN* Director
STEPHEN A. GREGG* Director
ANTHONY MEEKER* Director
STANLEY G. RENECKER* Director
*By /s/Michael D. Mulholland
Michael D. Mulholland
Attorney-in-fact
<PAGE>
INDEX TO EXHIBITS
Exhibit Description of Exhibit
4.1 Articles III, VI, VII and VIII of the registrant's
Charter, 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, Sections 2 and 10 of Article II, Article VI
and Article VII of the registrant's Bylaws.
Incorporated by reference to Exhibit 3.2 to the
registrant's annual report on Form 10-K for the year
ended December 31, 1994.
5 Opinion of Miller, Nash, Wiener, Hager & Carlsen LLP.
23.1 Consent of Price Waterhouse LLP, independent
accountants.
23.2 Consent of Miller, Nash, Wiener, Hager & Carlsen LLP
(included in Exhibit 5).
24 Power of attorney.
_________________
Other exhibits listed in Item 601 of Regulation S-K are not applicable.
<PAGE>
EXHIBIT 5
MILLER, NASH, WIENER, HAGER & CARLSEN LLP
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
July 8, 1996
Barrett Business Services, Inc.
4724 S.W. Macadam Avenue
Portland, Oregon 97201
Subject: Registration Statement on Form S-3
179,600 Shares of Common Stock
Gentlemen:
Reference is made to the Registration Statement on Form S-3
("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,
179,600 outstanding shares ("Shares") of the common stock, $.01 par value per
share, of the Company to be offered and sold from time to time by the selling
stockholders ("Selling Stockholders") referred to therein.
As counsel for the Company, we are familiar with the actions taken
by the stockholders and board of directors of the Company with respect to the
authorization and issuance of the Shares. 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 the Shares have been
legally issued and are fully paid and nonassessable.
We consent to the use of this opinion in the Registration Statement
and in any amendments thereto.
Very truly yours,
MILLER, NASH, WIENER, HAGER & CARLSEN LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated February 9, 1996 appearing on page 22 of Barrett Business Services,
Inc.'s Annual Report on Form 10-K for the year ended December 31, 1995.
PRICE WATERHOUSE LLP
Portland, Oregon
July 8, 1996
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints William W. Sherertz and Michael D.
Mulholland, and each of them, such person's true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for such
person and in his name, place and stead, in any and all such person's
capacities with Barrett Business Services, Inc., a Maryland corporation (the
"Corporation"), to sign a registration statement on Form S-3 relating to up to
179,600 outstanding shares of the common stock, par value $.01 per share, of
the Corporation, and any and all amendments (including post-effective
amendments) thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission under the Securities Act of 1933, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said 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 the
undersigned as of this 16th day of May, 1996.
Signature Title
--------- -----
/s/ William W. Sherertz President and Chief Executive
William W. Sherertz Officer and Director
(Principal Executive Officer)
/s/ Michael D. Mulholland Vice President-Finance
Michael D. Mulholland (Principal Financial Officer)
/s/ James D. Miller Controller (Principal
James D. Miller Accounting Officer)
/s/ Robert R. Ames Director
Robert R. Ames
/s/ Jeffrey L. Beaudoin Director
Jeffrey L. Beaudoin
/s/ Stephen A. Gregg Director
Stephen A. Gregg
/s/ Anthony Meeker Director
Anthony Meeker
/s/ Stanley G. Renecker Director
Stanley G. Renecker
