As filed with the Securities and Exchange Commission on April 9, 1998
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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EMPLOYEE SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
Arizona 86-0676898
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
6225 North 24th Street, Phoenix, Arizona 85016
(Address of Principal Executive Offices) (Zip Code)
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EMPLOYEE SOLUTIONS, INC. 1995 STOCK OPTION PLAN
(Full title of the plan)
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Paul M. Gales, Esq. Copy to:
Senior Vice President, General Counsel, and Secretary Kenneth V. Hallett, Esq.
6225 North 24th Street QUARLES & BRADY
Phoenix, Arizona 85016 411 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-4497
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(Name and address of agent for service)
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(602) 955-5556
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed maximum
Amount to be maximum offering aggregate offering Amount of
Title of securities to be registered registered price per share price registration fee
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Common Stock, no par value.................. 1,500,000 shares(1) (2)(3) $10,719,175(2) $3,162.16
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(1) The Plan provides for the possible adjustment of the number, price and
kind of shares covered by options granted or to be granted in the event of
certain capital or other changes affecting the Registrant's Common Stock.
This Registration Statement therefore covers, in addition to the
above-stated 1,500,000 shares, an indeterminate number of shares that may
become subject to the Plan by means of any such adjustment.
(2) Pursuant to Rule 457(h), estimated solely for the purpose of computing the
registration fee, based upon (i) the aggregate exercise price for the
1,303,759 shares underlying outstanding options (grants on 17 days, with
an average exercise price of approximately $7.53); and (ii) $4.60 per
share for the remaining 196,241 shares, which is the average of the high
and low sales prices of the Registrants Common Stock as reported in the
Nasdaq National Market on April 7, 1998.
(3) The actual offering price will be determined in accordance with the terms
of the Plan. However, with respect to an incentive stock option, in no
event shall such price be less than 100% of the fair market value of the
Registrant's Common Stock on the date on which the option is granted.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information specified in Part I of Form S-8 (Items 1 and 2) will be sent
or given to Plan participants as specified by Rule 428(b)(1) under the
Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
In accordance with General Instruction E to Form S-8 and because this
Registration Statement only registers additional securities of the same class as
other securities for which a registration statement filed on Form S-8 relating
to the same employee benefit plan is effective, the contents of the following
document filed by Employee Solutions, Inc. (the "Registrant") with the
Securities and Exchange Commission (Commission File No. 0-22600) are
incorporated herein by reference:
The Registrant's Registration Statement on Form S-8 filed on February 7,
1996 (Registration No. 333- 1242) relating to the Registrant's 1995 Stock Option
Plan.
Item 8. Exhibits.
See Exhibit Index following Signatures page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.
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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-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Phoenix, State of Arizona, on April 9, 1998.
EMPLOYEE SOLUTIONS, INC.
(Registrant)
By: /s/ Marvin D. Brody
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Marvin D. Brody
Chairman of the Board, President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Marvin D. Brody, Morris C. Aaron and Paul M.
Gales, and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and any other regulatory authority, 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 in and about the premises, 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 any of them, or their substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
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Person Title Date
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/s/ Marvin D. Brody Chairman of the Board, President, Chief April 9, 1998
- ---------------------------- Executive Officer, and Director
Marvin D. Brody
/s/ Harvey A. Belfer Director April 9, 1998
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Harvey A. Belfer
- ---------------------------- Director --
Edward L. Cain, Jr.
/s/ Jeffery A. Colby Director April 9, 1998
- ----------------------------
Jeffery A. Colby
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/s/ Sara R. Dial Director April 9, 1998
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Sara R. Dial
/s/ Robert L. Mueller Director April 9, 1998
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Robert L. Mueller
/s/ Quentin P. Smith, Jr. Director April 9, 1998
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Quentin P. Smith, Jr.
/s/ Morris C. Aaron Chief Financial Officer April 9, 1998
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Morris C. Aaron
/s/ John V. Prince Chief Accounting Officer April 9, 1998
- ----------------------------
John V. Prince
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EMPLOYEE SOLUTIONS, INC.
(the "Registrant")
(Commission File No. 0-22600)
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
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Exhibit Incorporated Herein Filed
Number Description by Reference To Herewith
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4.1 Composite Articles of Incorporation Exhibit 3(1) to the Registrant's Annual
of the Registrant, as amended Report on Form 10-K for the Fiscal Year
ended December 31, 1996 (the "1996
10-K")
4.2 Bylaws of the Registrant Exhibit 3(ii) to the 1996 10-K
4.3 Indenture dated October 15, 1997 Exhibit 4.1 to Report on Form 8-K dated
among the Company, the Guarantor October 21, 1997 (10/21/97 8-K)
Subsidiaries (as defined therein) and
The Huntington National Bank
4.4 Purchase Agreement dated October Exhibit 4.2 to 10/21/97 8-K
16, 1997 among the Company, the
Guarantor Subsidiaries and First
Chicago Capital Markets, Inc.
("FCCM")
4.5 Registration Rights Agreement dated Exhibit 4.3 to 10/21/97 8-K
October 21, 997 among the
Company, the Guarantor Subsidiaries
and FCCM
4.6 Amended and Restated Loan Exhibit 4.4 to 10/21/97 8-K
Agreement dated October 21, 1997
between the Company and Bank One
Arizona, NA
5 Opinion of Counsel X
23.1 Consent of Arthur Andersen LLP X
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EI-1
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23.2 Consent of Counsel Contained in
Opinion filed
as Exhibit 5
24 Powers of Attorney Signature Page
to this
Registration
Statement
99.1 Employee Solutions, Inc. 1995 Stock Exhibit 10.2 to the Registrant's Annual
Option Plan, as Amended Report on Form 10-K for the year ended
December 31, 1997
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EI-2
EXHIBIT 5
(Form S-8)
April 8, 1998
Employee Solutions, Inc.
6225 North 24th Street
Phoenix, Arizona 85016
Gentlemen:
We are providing this opinion in connection with the Registration
Statement of Employee Solutions, Inc. (the "Company") on Form S-8 (the
"Registration Statement") filed under the Securities Act of 1933, as amended
(the "Act"), with respect to the proposed sale of up to 1,500,000 shares of
Common Stock, no par value, of the Company (the "Shares") pursuant to the
Employee Solutions, Inc. 1995 Stock Option Plan, as amended (the "Plan"). We
have examined (i) the Registration Statement; (ii) the Company's Articles of
Incorporation and Bylaws, as amended to date; (iii) the Plan; (iv) corporate
proceedings relating to the adoption of the Plan and the issuance of the Shares;
and (v) such other documents and records as we have deemed necessary in order to
render this opinion. In rendering this opinion, we have relied as to certain
factual matters on certificates of officers of the Company and of state
officials.
Based upon the foregoing, it is our opinion that the Shares, when
issued and paid for as contemplated by the Registration Statement and the Plan,
will be validly issued, fully paid and non-assessable by the Company.
We consent to the filing of this opinion as an Exhibit to the
Registration Statement. In giving our consent, we do not admit that we are
"experts" within the meaning of Section 11 of the Act, or that we come within
the category of persons whose consent is required by Section 7 of the Act.
Very truly yours,
QUARLES & BRADY
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated March 11, 1998
incorporated by reference in the Employee Solutions, Inc. Form 10-K for the year
ended December 31, 1997 and to all references to our Firm included in this
registration statement.
Arthur Andersen LLP
Phoenix, Arizona
March 11, 1998.
