As filed with the Securities and Exchange Commission on August 13, 1997.
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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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)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
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Common Stock,
<S> <C> <C> <C> <C>
$.01 par value, and 500,000 shares (1) $8,110,000(1) $2,457.58
options and other rights
related thereto
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(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 7, 1997, $16.22.
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</TABLE>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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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, 1996.
(b) The registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1997, and June 30, 1997.
(c) The registrant's Current Report on Form 8-K dated March 31, 1997,
to report that the registrant had received a request for redemption of all
159,154 shares of common stock issued by the registrant pursuant to a Plan and
Agreement of Reorganization between StaffAmerica, Inc. and the registrant dated
April 1, 1996.
(d) The registrant's Current Report on Form 8-K dated April 8, 1997, to
report that the registrant's Farm and Forest Labor Contractor License had been
revoked by the State of Oregon through a default judgment received on April 4,
1997.
(e) The registrant's Current Report on Form 8-K dated April 23, 1997,
to report that the registrant's Farm and Forest Labor Contractor License was
reinstated by the State of Oregon. An administrative law judge withdrew the
final order on default of April 4, 1997 entered by the Oregon Bureau of Labor
and Industries, thereby allowing the registrant to present its case at a hearing
to evaluate the merits of the State's administrative complaint.
(f) 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.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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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.
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<PAGE>
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.
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Not applicable.
Item 8. Exhibits.
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The Index to Exhibits listing the exhibits required by Item 601 of
Regulation S-K is located at page II-5.
Item 9. Undertakings.
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(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 with or furnished to the
Commission 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
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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.
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SIGNATURES
The Registrant.
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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 13th day of August,
1997.
BARRETT BUSINESS SERVICES, INC.
(Registrant)
By /s/ Michael D. Mulholland
Michael D. Mulholland
Vice President-Finance and Secretary
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 13th day of August, 1997.
Signature Title
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(1) Principal Executive Officer and
Director:
WILLIAM W. SHERERTZ* President and Director
(2) Principal Financial Officer:
/s/ MICHAEL D. MULHOLLAND Vice President-Finance and Secretary
Michael D. Mulholland
(3) Principal Accounting Officer:
/s/ JAMES D. MILLER Controller
James D. Miller
(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
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<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 Annual Report on Form 10-K for the year ended
December 31, 1996.
5 Opinion of Miller, Nash, Wiener, Hager & Carlsen LLP as to the legality
of the securities being registered.
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 of certain officers and directors.
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Other exhibits listed in Item 601 to Regulation S-K are not applicable.
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MILLER, NASH, WIENER, HAGER & CARLSEN LLP
ATTORNEYS 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 13, 1997
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 500,000 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 500,000
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 500,000 shares of Common Stock referred to above have been duly
authorized and reserved for issuance.
EXHIBIT 5
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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 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 LLP
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated February 4, 1997, appearing on page 29
of Barrett Business Services, Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1996.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Portland, Oregon
August 12, 1997
POWER OF ATTORNEY
Each person whose signature appears below designates and appoints
WILLIAM W. SHERERTZ, MICHAEL D. MULHOLLAND and JAMES D. MILLER, 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 500,000 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 1st day of August, 1997.
Signature Title
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/s/ WILLIAM W. SHERERTZ President and Director
William W. Sherertz
/s/ MICHAEL D. MULHOLLAND Vice President-Finance
Michael D. Mulholland and Secretary
/s/ JAMES D. MILLER Controller
James D. Miller
/s/ ROBERT R. AMES Director
Robert R. Ames
/s/ JEFFREY L. BEAUDOIN Director
Jeffrey L. Beaudoin Exhibit 24
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/s/ STEPHEN A. GREGG Director
Stephen A. Gregg
/s/ ANTHONY MEEKER Director
Anthony Meeker
/s/ STANLEY G. RENECKER Director
Stanley G. Renecker
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