Filed pursuant to Rule 424(b)(3)
File No. 333-24449
PROSPECTUS
[GRAPHIC OMITTED]
BARRETT BUSINESS SERVICES, INC.
157,443 SHARES
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COMMON STOCK
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This Prospectus covers 157,443 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.
By agreement, 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 last reported sale price of Common Stock on the NASDAQ National
Market System on April 14, 1997, was $12.375 per share. Prospective purchasers
should obtain current information regarding the trading price of the Common
Stock.
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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 April 15, 1997
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities and
Exchange Commission (the "Commission"). Reports, proxy and information
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 also be obtained from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission
maintains a Web site that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission, including the Company. The address of the Commission's Web site is
http://www.sec.gov.
This Prospectus is 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 regarding the Company.
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, 1996, (ii) its current reports on Form
8-K dated April 2, 1997 and April 9, 1997, 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.
THE COMPANY
Barrett Business Services, Inc. (the "Company"), is a leading human
resource management company. The Company provides comprehensive outsourced
solutions addressing the costs and complexities of a broad array of
employment-related issues for small and mid-sized businesses. Its range of
services and expertise in human resource management encompasses five major
categories: payroll processing, employee benefits and administration, workers'
compensation coverage, aggressive risk management and workplace safety programs,
and human resource administration, which includes functions such as recruiting,
interviewing, drug testing, hiring, placement, training, and regulatory
compliance. These services are typically provided through a variety of
contractual arrangements, as part of either a traditional staffing service or a
professional employer organization ("PEO") service. Staffing services include
on-demand or short-term staffing assignments, long-term or indefinite-term
contract staffing, and comprehensive on-site personnel management
responsibilities. In a PEO arrangement, the Company enters into a contract to
become a co-employer of the client company's existing workforce and assumes
responsibility for some or all personnel-related matters. The Company provides
services to a diverse array of customers through a network of 24 branch offices
in Oregon, California, Washington, Maryland, Delaware, Idaho, Michigan, and
Arizona. It also has 21 smaller recruiting and staffing offices in its general
market areas under the direction of a branch office.
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<PAGE>
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 at April 15, 1997, the
number of Shares to be offered by such Selling Stockholder and the amount and
percentage of Common Stock to be owned by such Selling Stockholder after
completion of the offering assuming all the Shares are sold. The Shares to be
offered by Herbert L. Hochberg and Ladenburg, Thalmann & Co. Inc. are issuable
on exercise of warrants ("Warrants") issued by the Company for services in
connection with the Company's initial public offering of Common Stock in June
1993. Such Shares are included as presently owned in the following table.
Ladenburg, Thalmann & Co. Inc., of which Herbert L. Hochberg is an officer, was
one of the managing underwriters of the initial public offering. The remaining
67,443 Shares were issued in connection with the Company's December 1995
acquisition of Strege & Associates, Inc.
<TABLE>
<CAPTION>
--------------------------------------------Common Stock-------------------------------
Shares
To Be Owned
Name Shares Shares After Offering
Presently Owned To Be Offered Number Percent
--------------- ------------- ------ -------
<S> <C> <C> <C> <C>
Herbert L. Hochberg 35,000 30,000 5,000 *
Ladenburg, Thalmann 60,000 60,000 -- --
& Co. Inc.
Kenneth D. Strege and 67,443 67,443 -- --
Carolyn S. Strege
Living Trust
- --------------
* Less than 1% of outstanding Common Stock.
</TABLE>
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 at
prices related to the then current market price, or in negotiated transactions.
Certain of the Shares may be sold pursuant to Rule 144 under the Securities Act
of 1933 rather than this Prospectus.
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.
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