<PAGE>
As filed with the Securities and Exchange Commission on
Registration Nos. 33-66944, 33-67138, 3374734 and 33-94878
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENTS
UNDER
THE SECURITIES ACT OF 1933
-----------------------
QUICKRESPONSE SERVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 68-0102251
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
1400 MARINA WAY SOUTH
RICHMOND, CALIFORNIA 94804
(Address of principal executive offices) (Zip Code)
-----------------------
EMPLOYEE STOCK PURCHASE PLAN
1993 STOCK OPTION/STOCK INSURANCE PLAN
(Full titles of the Plans)
-----------------------
H. LYNN HAZLETT
PRESIDENT AND CHIEF EXECUTIVE OFFICER
QUICKRESPONSE SERVICES, INC.
1400 MARINA WAY SOUTH, RICHMOND, CA 94804
(Name and address of agent for service)
(510) 215-5000
(Telephone number, including area code, of agent for service)
-----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Maximum
Amount to be Offering Price Aggregate Offering Amount of
Title of Securities to be Registered Registered per Share Price Registration Fee
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
See below.* N/A* N/A* N/A* N/A*
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
* No additional securities are to be registered, and registration fees were
paid upon filing of the original Registration Statements Nos. 33-66944,
33-67138, 33-74734 and 33-94878. Therefore, no further registration fee is
required.
<PAGE>
QUICKRESPONSE SERVICES, INC.
POST-EFFECTIVE AMENDMENT NO. 1
TO
REGISTRATION STATEMENTS ON FORM S-8
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (the "Amendment") to certain
Registration Statements on Form S-8 (File Nos. 33-63938, 33-67138, 33-74734 and
33-94878) (the "Registration Statements") is being filed pursuant to Rule 414
under the Securities Act of 1933, as amended (the "1933 Act") by QuickResponse
Services, Inc., a Delaware corporation ("QuickResponse Delaware" or the
"Registrant"), which is the successor to QuickResponse Services, Inc., a
California corporation ("QuickResponse California"), following a statutory
merger effective on October 21, 1997 (the "Merger") for the purpose of changing
QuickResponse California's state of incorporation to the State of Delaware.
Prior to the Merger, QuickResponse Delaware had no assets or liabilities other
than nominal assets or liabilities. In connection with the Merger,
QuickResponse Delaware succeeded by operation of law to all of the assets and
liabilities of QuickResponse California. The Merger was approved by the
shareholders of QuickResponse California at a meeting for which proxies were
solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
Except as modified by this Amendment, QuickResponse Delaware, by virtue of
this Amendment, expressly adopts the Registration Statements as its own
registration statements for all purposes of the 1933 Act and the Exchange Act.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Registrant hereby incorporates by reference into this Amendment to the
Registration Statements the following documents and information heretofore filed
by its predecessor corporation with the Securities and Exchange Commission (the
"Commission"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, filed with the Commission on March 7, 1997 pursuant
to Section 13 of the Exchange Act;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarters ended
March 31, 1997, June 30, 1997 and September 30, 1997, filed with the
Commission pursuant to Section 13 of the Exchange Act;
(c) The Registrant's definitive Proxy Statement dated April 30, 1997,
filed in connection with the Company's 1997 Annual Meeting of
Stockholders; and
(d) The description of the Registrant's Common Stock and other securities
contained in the Registrant's Registration Statement on Form 8-A filed
under Section 12 of the Exchange Act with the Commission on June 9,
1993, including any amendment or report updating such description.
All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Amendment to the Registration Statements and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference into this Amendment to the Registration
Statements and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Amendment to the Registration Statements to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement.
Item 4. DESCRIPTION OF SECURITIES
Incorporated by reference to the description of the Registrant's Common
Stock and other securities contained in the Registrant's Registration Statement
on Form 8-A filed under Section 12 of the Exchange Act with the Commission on
June 9, 1993, including any amendment or report updating such description.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law
provides that directors of a corporation will not be personally liable for
monetary damages for breach of their fiduciary duties as directors, except for
liability (i) for any breach of their duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for unlawful
payments of dividends or unlawful stock repurchases or redemptions as provided
in Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.
The Registrant's Bylaws provide that the Registrant shall indemnify its
directors and may indemnify its other officers and employees and other agents to
the fullest extent permitted by law. The Registrant believes that
indemnification under its Bylaws covers at least negligence and gross negligence
on the part of indemnified parties. The Registrant's Bylaws also permit it to
secure insurance on behalf of any officer, director, employee or other
II-1
<PAGE>
agent for any liability arising out of his or her actions in such capacity,
regardless of whether the Bylaws have the power to indemnify him or her against
such liability under the General Corporation law of Delaware. The Registrant
currently has secured such insurance on behalf of its directors and officers.
The Registrant has entered into agreements to indemnify its directors and
executive officers, in addition to indemnification provided for in the
Registrant's Bylaws. These agreements, among other things, indemnify the
Registrant's directors and executive officers for certain expenses (including
attorneys' fees), judgments, fines and settlement amounts incurred by any such
person in any action or proceeding, including any action by or in the right of
the Registrant, arising out of such person's services as a director or executive
officer of the Registrant, any subsidiary of the Registrant or any other company
or enterprise to which the person provides services at the request of the
Registrant. The Registrant believes that these provisions and agreements are
necessary to attract and retain qualified persons as directors and executive
officers.
At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent of the Registrant where indemnification
will be required or permitted. The Registrant is not aware of any threatened
litigation or proceeding that might result in a claim for such indemnification.
Item 8. EXHIBITS
The following additional exhibits are filed herewith.
Exhibit
Number Exhibit
------ -------
4.1 Certificate of Incorporation of the Registrant.
Incorporated by reference to Appendix B to the Company's
Definitive Proxy Statement on Form 14A filed with the
Commission on April 29, 1997.
4.2 Bylaws of the Registrant. Incorporated by reference to
Appendix C to the Company's Definitive Proxy Statement on
Form 14A filed with the Commission on April 29, 1997.
Item 9. UNDERTAKINGS
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
1933 Act,
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this 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 this
Registration Statement and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement.
II-2
<PAGE>
(2) that for the purpose of determining any liability under the
1933 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 and
(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 Registrant's Employee Stock Purchase Plan,
1988 Stock Option Plan, 1993 Non-Employee Directors Stock Option Plan,
Amended and Restated 1988 Stock Option Plan, 1995 Employee Stock
Purchase Plan and/or Special Stock Issuance Plan.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
into this 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.
Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to directors, officers or controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that, in the opinion of the Commission, such indemnification is against
public policy as expressed in the 1933 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 1933 Act
and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Post-Effective Amendment No. 1 to the
Registration Statements on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Richmond, State of
California, on this 22nd day of December, 1997.
QUICKRESPONSE SERVICES, INC.
By: /s/ H. LYNN HAZLETT
------------------------------------
H. Lynn Hazlett
PRESIDENT AND CHIEF EXECUTIVE OFFICER
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/S/ H. LYNN HAZLETT President and Chief Executive December 22, 1997
- ------------------------- Officer (Principal Executive
H. Lynn Hazlett Officer)
* Vice President, Chief December 22, 1997
- ------------------------- Financial Officer and
Shawn M. O'Connor Secretary (Principal
Financial and Accounting
Officer)
* Chairman of the Board December 22, 1997
- -------------------------
Peter R. Johnson
* Director December 22, 1997
- -------------------------
Tania Amochaev
* Director December 22, 1997
- -------------------------
Steven D. Brooks
* Director December 22, 1997
- -------------------------
John P. Dougall
* Director December 22, 1997
- -------------------------
Garth Saloner
* Director December 22, 1997
- -------------------------
Philip Schlein
* Director December 22, 1997
- -------------------------
Garen K. Staglin
* By: /s/ H. LYNN HAZLETT
---------------------
H. Lynn Hazlett
(Attorney-in-fact)
II-4
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit
------ -------
4.1 Certificate of Incorporation of the Registrant. Incorporated by
reference to Appendix B to the Company's Definitive Proxy
Statement on Form 14A filed with the Commission on April 29,
1997.
4.2 Bylaws of the Registrant. Incorporated by reference to
Appendix C to the Company's Definitive Proxy Statement on Form
14A filed with the Commission on April 29, 1997.
