As filed with the Securities and Exchange Commission on January 19, 2000
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, KENNETH V. HALLETT, ESQ.
and Secretary QUARLES & BRADY LLP
6225 North 24th Street 411 East Wisconsin Avenue
Phoenix, Arizona 85016 Milwaukee, Wisconsin 53202-4497
(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............ 1,000,000 shares(1) (2)(3) $ 609,400(2) $ 161.00
Preferred Stock Purchase Rights....... (4) (4) (4) (4)
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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 1,000,000 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 $.6094 per share, which is the average of the
high and low sales prices of the Registrants Common Stock as reported in
the Nasdaq Small Cap Market on January 13, 2000, as no options relating to
these shares are yet outstanding.
(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.
(4) The value attributable to the Preferred Stock Purchase Rights is reflected
in the market price of the Common Stock to which the Rights are attached.
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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.000-22600) are
incorporated herein by reference:
(i) 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; and
(ii) The Registrant's Registration Statement on Form S-8 filed April 10, 1998
(Registration No. 333-49891) relating to an amendment 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 January 14, 2000.
EMPLOYEE SOLUTIONS, INC.
(Registrant)
By: /s/ Quentin P. Smith, Jr.
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Quentin P. Smith, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Quentin P. Smith, Jr., John V. Prince 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.
Person Title Date
------ ----- ----
/s/ Quentin P. Smith, Jr. President, Chief Executive January 14, 2000
- ----------------------------- Officer, and Director
Quentin P. Smith, Jr.
/s/ David R. Carpenter Director January 14, 2000
- -----------------------------
David R. Carpenter
/s/ Jeffery A. Colby Director January 14, 2000
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Jeffery A. Colby
/s/ Sara R. Dial Director January 14, 2000
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Sara R. Dial
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/s/ Kennard F. Hill Director January 14, 2000
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Kennard F. Hill
/s/ Robert L. Mueller Director January 14, 2000
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Robert L. Mueller
/s/ John V. Prince Chief Financial Officer January 14, 2000
- ----------------------------- Principal Accounting Officer
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 Loan and Security Agreement dated Exhibit 10-1 to ESI's Report on Form 10-
as of October 26, 1999 by and among Q for the quarter ended September 30,
ESI and certain of its subsidiaries, 1999
Foothill Capital Corporation and
Ableco Finance LLC
4.6 Rights Agreement dated February 4, Exhibit 1 to Registration Statement on
1998 between Company and Form 8-A dated February 18, 1998
American Securities Transfer &
Trust, Inc.
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 Appendix to the Registrant's Proxy
Option Plan, as Amended Statement dated April 21, 1998 for its
1998 annual Meeting of Shareholders
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EI-2
EXHIBIT 5
(Form S-8)
January 14, 2000
Employee Solutions, Inc.
6225 North 24th Street
Phoenix, Arizona 85016
Gentlemen and Ladies:
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 1,000,000 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 LLP
EXHIBIT 23.1
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 17, 1999
included in the Employee Solutions, Inc. Form 10-K for the year ended December
31, 1998 and to all references to our Firm included in this registration
statement.
ARTHUR ANDERSEN LLP
Phoenix, Arizona,
January 12, 2000
