Filed Under Rule 424(b)(3)
File No. 333-62041
PROSPECTUS
BARRETT BUSINESS SERVICES, INC.
894,642 SHARES
COMMON STOCK
This Prospectus covers 894,642 shares ("Shares") of common stock, $.01
par value per share ("Common Stock"), of Barrett Business Services, Inc. (the
"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. All
sales commissions and similar expenses related to the sale of the Shares will be
paid by the Selling Stockholders. By agreement, costs of registration are being
borne by the Company.
The Shares offered hereby may be sold from time to time in transactions
(which may include block transactions) on The Nasdaq Stock Market at the market
prices then prevailing. Sales of the Shares may also be made through negotiated
transactions or otherwise. The Selling Stockholders and the brokers and dealers
through which sales of the Shares may be made may be deemed to be "underwriters"
within the meaning set forth in the Securities Act of 1933, as amended (the
"Securities Act"), and their commissions and discounts and other compensation
may be deemed to be underwriters' compensation. See "Plan of Distribution."
The last reported sales price of the Common Stock on the National Market
tier of The Nasdaq Stock Market on August 31, 1998, was $8-5/8 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.
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The date of this Prospectus is August 31, 1998.
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AVAILABLE INFORMATION
The Company files annual, quarterly and current reports, proxy
statements, and other information with the Securities and Exchange Commission
(the "SEC"). You may read and copy any reports, statements, and other
information we file at the SEC's public reference facilities at 450 Fifth
Street, N.W., Washington, D.C. 20549; and its regional offices at 500 West
Madison Street, Chicago, Illinois 60661; and 7 World Trade Center, New York, New
York 10048. Copies of these documents can be obtained from the Public Reference
Section of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. Our SEC filings are also available to the public on the SEC
internet site (http://www.sec.gov).
The Company has filed with the SEC a Registration Statement on Form S-3
(No. 333-62041) (the "Registration Statement") under the Securities Act with
respect to the Shares offered hereby. This Prospectus does not contain all of
the information set forth in the Registration Statement or the exhibits thereto.
As permitted by the rules and regulations of the SEC, this Prospectus omits
certain information contained or incorporated by reference in the Registration
Statement. For further information, reference is hereby made to the Registration
Statement and exhibits thereto, copies of which may be read or obtained as
described above.
The Company furnishes Annual Reports to its stockholders that contain
financial statements which have been examined and reported upon, with an opinion
expressed by, its independent certified public accountants.
INFORMATION INCORPORATED BY REFERENCE
The following documents filed by the Company with the SEC pursuant to
the Securities Exchange Act of 1934 (the "Exchange Act") are incorporated herein
by reference:
(1) Annual Report on Form 10-K for the year ended December 31, 1997,
as amended by Amendment No. 1 dated August 20, 1998;
(2) Quarterly Report on Form 10-Q for the quarter ended March 31,
1998, as amended by Amendment No. 1 dated August 20, 1998;
(3) Quarterly Report on Form 10-Q for the quarter ended June 30,
1998;
(4) Current Report on Form 8-K dated April 13, 1998; and
(5) Current Report on Form 8-K dated June 29, 1998.
All documents filed by the Company with the SEC pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof
shall hereby be deemed to be incorporated by reference in this Prospectus and to
be a part hereof from the date of filing of such documents. See "Available
Information." Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document incorporated or deemed to be
incorporated herein by reference modifies or supersedes such statement. Any
statement contained herein shall be
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deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained in any subsequently filed document
incorporated or deemed to be incorporated herein by reference modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
INCLUDED HEREIN OR DELIVERED HEREWITH. COPIES OF THESE DOCUMENTS (EXCLUDING
EXHIBITS UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO
THE INFORMATION INCORPORATED HEREIN) WILL BE PROVIDED BY FIRST CLASS MAIL
WITHOUT CHARGE TO EACH PERSON TO WHOM THIS PROSPECTUS IS DELIVERED, UPON WRITTEN
OR ORAL REQUEST BY SUCH PERSON TO THE CONTROLLER, BARRETT BUSINESS SERVICES,
INC., 4724 S.W. MACADAM AVENUE, PORTLAND, OREGON 97201, (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 businesses of all sizes. 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 of the human resource management
responsibilities. The Company provides services to a diverse array of customers
through a network of 30 branch offices in Oregon, California, Washington,
Maryland, Delaware, Idaho, Michigan, and Arizona. It also has 21 smaller
recruiting offices in its general market areas under the direction of a branch
office.
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 August 31, 1998, 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 were
issued in connection with the Company's acquisition of Western Industrial
Management, Inc., and a related company, Catch 55, Inc. (together, "WIMI") on
June 29, 1998.
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<TABLE>
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Common Stock
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Shares Presently Shares to be Shares to be Owned
Name Owned (1) Offered (1) After Offering
---- --------- ----------- --------------
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<S> <C> <C> <C>
Patricia Otahal 43,962 43,962 -0-
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Rentschler Family Trust 850,680 850,680 -0-
Dated January 10, 1994(2)
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</TABLE>
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(1) A total of 89,464 Shares are subject to forfeiture for purposes of
settlement of certain contingencies specified in the Acquisition and Merger
Agreement dated June 29, 1998, relating to the acquisition of WIMI by the
Company, as follows: Ms. Otahal, 4,396 shares; and the Rentschler Family Trust,
85,068 shares. Such risk of forfeiture shall lapse as to a total of 56,004
Shares (62.6 percent of the total shares subject to forfeiture) no later than
June 29, 1999.
(2) Shares of Common Stock subject to employee stock options held by Keith
N. Rentschler, one of the trustees of the Rentschler Family Trust, are not
included in the table.
None of the Selling Stockholders has had a material relationship with
the Company within the past three years, other than in connection with the
acquisition of WIMI in an arm's-length transaction, except that Keith N.
Rentschler, one of the trustees of the Rentschler Family Trust, has entered into
an employment agreement with the Company pursuant to which Mr. Rentschler is
employed as an Area Vice President for the Company's Southern California market
area and, in connection therewith, has been awarded employee stock options to
purchase 50,000 shares of Common Stock at an exercise price of $10.125 per
share.
PLAN OF DISTRIBUTION
Beginning November 14, 1998, when certain restrictions arising out of
pooling-of-interests accounting lapse, the Selling Stockholders may sell the
Shares in one or more transactions (which may involve one or more block
transactions) on the over-the-counter market on Nasdaq and upon terms then
prevailing or at prices related to the then current market price, in separately
negotiated transactions or in a combination of such transactions. The Shares
offered hereby may be sold by one or more of the following methods, without
limitation: (a) a block trade in which a broker or dealer so engaged will
attempt to sell the Shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction; (b) purchases by a broker or
dealer as principal and resale by such broker or dealer for its account pursuant
to this Prospectus; (c) ordinary brokerage transactions and transactions in
which the broker solicits purchasers; (d) privately negotiated transactions; (e)
short sales; and (f) face-to-face transactions between sellers and purchasers
without a broker-dealer. The Selling Stockholders may also sell Shares in
accordance with Rule 144 under the Securities Act. The Selling Stockholders may
be deemed to be underwriters of the Shares offered hereby within the meaning of
the Securities Act.
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The Company has agreed to keep the registration of the Shares offered
hereby effective until the date upon which all of the Shares have been sold or
until August 31, 2001, whichever is earlier.
In effecting sales, brokers or dealers engaged by the Selling
Stockholders may arrange for other brokers or dealers to participate. Such
brokers or dealers may receive commissions or discounts from the Selling
Stockholders in amounts to be negotiated. All other expenses incurred in
connection with this offering, other than fees of the Selling Stockholders'
counsel, if any, will be borne by the Company. Such brokers and dealers and any
other participating brokers or dealers may, in connection with such sales, be
deemed to be underwriters within the meaning of the Securities Act. Any
discounts or commissions received by any such brokers or dealers may be deemed
to be underwriting discounts and commissions under the Securities Act.
MISCELLANEOUS
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus in connection with
this offering and, if given or made, such information or representations 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.
