As filed with the Securities and Exchange Commission on December 27, 1996.
Registration No. 333-____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM S-8
Registration Statement Under
The Securities Act of 1933
INTERIM SERVICES INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware
- --------------------------------------------------------------------------------
(State or other jurisdiction of incorporation)
36-3536544
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(I.R.S. Employer Identification No.)
INTERIM SERVICES INC.
OUTSIDE DIRECTORS' COMPENSATION PLAN
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(Full title of plans)
John B. Smith, Esq., Senior Vice President
Interim Services Inc.
2050 Spectrum Boulevard
Ft. Lauderdale, Florida 33309
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(Name and address for agent of service)
(954) 938-7600
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(Telephone number, including area code, for agent of service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
===================================================================================================
Title of Proposed Proposed Amount
Securities Amount maximum maximum of
to be to be offering price aggregate registration
registered registered per share offering price fee
- ---------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C>
Common Stock, par value $.01 per share 10,000 shares $35.31 (1) $3,531.00 $100.00
===================================================================================================
<FN>
(1) Calculated in accordance with the provisions of Rule 457(c) using the average of the high and
low sales price of the Corporation's Common Stock as reported on the New York Stock Exchange on
December 24, 1996.
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Information required by Part I of Form S-8 to be contained in the Section
10(a) prospectus is omitted from this registration statement in accordance with
Rule 428 under the Securities Act of 1933, as amended ("Securities Act"), and
the Note to Part I of Form S-8.
Item 2. Corporation Information and Employee Plan Annual Information.
Information required by Part I of Form S-8 to be contained in the Section
10(a) prospectus is omitted from this registration statement in accordance with
Rule 428 under the Securities Act and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which previously have been filed by Interim
Services Inc. (the "Corporation") with the Securities and Exchange Commission
(the "Commission"), are incorporated herein by reference and made a part hereof:
(a) The Corporation's Annual Report on Form 10-K for the fiscal year ended
December 29, 1995;
(b) The Corporation's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 29, 1996, June 28, 1996, and September 27, 1996;
(c) The Corporation's Current Reports on Form 8-K are dated June 6, 1996
and November 15, 1996; and
(d) The description of the Common Stock of the Corporation (the "Common
Stock") contained in the Corporation's Registration Statement on Form
S-1 (Registration No. 33-71338), effective January 27, 1994, the
Corporation's Registration Statement on Form 8-A (Commission File No.
0-23198), effective January 27, 1994, and any amendment or report filed
for the purpose of updating such description.
(e) The Corporation's definitive Prospectus, dated October 17, 1996, filed
with the SEC on October 18, 1996, in connection with its Registration
Statement on Form S-3, pursuant to Rule 424(b) of the Securities Act of
1933, as amended, Commission File No. 333-09109.
2
<PAGE>
All reports and other documents filed by the Corporation pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended ("Exchange Act"), subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment hereto which indicates
that all securities offered hereunder 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.
For purposes of this Registration Statement, any statement contained in a
document incorporated or deemed to be incorporated herein by reference shall be
deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed comment which also is or is deemed to
be incorporated herein by reference modifies or supersedes such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
The class of securities to be offered is registered under Section 12 of the
Exchange Act. Therefore, a description of the Common Stock required by Item 202
of Regulation S-K is not required.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware Corporation Law provides as follows:
"INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS;
INSURANCE
(a) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation)
by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction,
or upon a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
3
<PAGE>
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
(b) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (a) and (b) of
this section, or in defense of any claim, issue or matter therein, he shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification
of the director, officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in
subsections (a) and (b). Such determination shall be made (1) by a majority
vote of the directors who are not parties to such action, suit or
proceeding, even though less than a quorum, or (2) if there are no such
directors, or if such directors so direct, by independent legal counsel in
a written opinion, or (3) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative, or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the corporation as authorized in this section. Such expenses
(including attorneys' fees) incurred by other employees and agents may be
so paid upon such terms and conditions, if any, as the board of directors
deems appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking indemnification
or advancement of expenses may be entitled under any by law, agreement,
vote of stockholders or disinterested directors or otherwise, both as to
action in his official capacity and as to action in another capacity while
holding such office.
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<PAGE>
(g) A corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability
under this section.
(h) For purposes of this section, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers,
and employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position under
this section with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.
(i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include
any excise taxes assessed on a person with respect to an employee benefit
plan; and references to "serving at the request of the corporation" shall
include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such
director, officer, employee, or agent with respect to an employee benefit
plan, its participants or beneficiaries; and a person who acted in good
faith and in a manner he reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best interests of the
corporation" as referred to in this section.
(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of a person.
(k) The Court of Chancery is hereby vested with exclusive jurisdiction
to hear and determine all actions for advancement of expenses or
indemnification brought under this section or under any bylaw, agreement,
vote of stockholders or disinterested directors, or otherwise the Court of
Chancery may summarily determine a corporation's obligation to advance
expenses (including attorneys' fees)."
The officers and directors are indemnified pursuant to specific
provisions of the Corporation's Amended and Restated Certificate of
Incorporation and Bylaws to the fullest extent permissible under the law,
subject to specific limitations imposed, and, further, with the basic
intent of not granting any indemnity in contravention of the laws of the
State of Delaware or of the United States of America, whether as a matter
of public policy or pursuant to statutory provisions.
Indemnification granted each officer and director covers expenses
incurred or paid by such officer or director in connection with any claim,
action, suit or proceeding, or judgment
5
<PAGE>
or order. Such indemnification excludes, however, any amounts paid or
payable by such officer or director to the Corporation unless (and only to
the extent that) the Court of Chancery or the court in which the related
action was brought, shall determine that, despite the adjudication of
liability but in view of all the circumstances of the case, such officer or
director is fairly and reasonably entitled to indemnity for amounts the
Court of Chancery or such other court shall deem proper.
Pursuant to the Corporation's Amended and Restated Certificate of
Incorporation, no director or shareholder of the Corporation shall be
personally liable to the Corporation or its shareholders for monetary
damages for any breach of fiduciary duty as a director. The Certificate
further provides, however, that a director shall be liable to the extent
provided by applicable law (i) for any breach of the director's duty of
loyalty to the Corporation or its shareholders; (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law; (iii) pursuant to Section 174 of the General Corporation
Law of the State of Delaware; or (iv) for any transaction from which such
director derived an improper personal benefit. No amendment or repeal of
this provision in the Certificate may adversely affect any right or
protection of any director of the Corporation existing at the time of such
amendment or repeal for or with respect to any acts or omissions of such
director occurring prior to such amendment or repeal.
The Corporation may purchase and maintain, and currently does so
maintain, insurance on behalf of its directors and officers against
liability asserted against any of them and incurred by them in such
capacity, or arising out of their status as such.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
----------- --------------------------------------------------------------
4.1 Form of Stock Certificate, filed as Exhibit 4(e) to the
Corporation's Registration Statement on Form S-1 (Commission
File No. 33-71338), is incorporated herein by reference.
4.2 Rights Agreement dated as of April 1, 1994, between the
Corporation and Boatmen's Trust Company, filed as Exhibit 4(a)
to the Corporation's Form 8-A dated April 11, 1994, is
incorporated herein by reference.
4.3 Amendment to Rights Agreement dated June 26, 1996 between the
Corporation and ChaseMellon Shareholder Services L.L.C. filed
as Exhibit 4.4 to the Corporation's form S-3 filed on July 29,
1996, is incorporated herein by reference.
6
<PAGE>
Exhibit No. Description
----------- --------------------------------------------------------------
4.4 Certificate of Designation, Preferences and Rights filed with
the Secretary of State of the State of Delaware, filed as
Exhibit 4(b) to the Corporation's Form 8-A dated April 11,
1994, is incorporated herein by reference.
4.5 Articles Fourth, Fifth, Seventh, Eighth and Tenth of the
Restated Certificate of Incorporation of the Corporation,
filed as part of Exhibit 3.1 to the Corporation's 10-Q for the
fiscal quarter ended September 27, 1996, are incorporated
herein by reference.
4.6 Sections Four through Twelve and Thirty-five through Forty-one
of the Bylaws of the Corporation, filed as part of Exhibit 3.2
to the Corporation's 10-Q for the fiscal quarter ended
September 27, 1996, are incorporated herein by reference.
5 Opinion of counsel as to the legality of the securities being
registered.
23.1 Independent Auditor's Consent.
23.2 Consent of counsel (included in Exhibit 5).
24 Power of Attorney (included on signature page).
Item 9. Undertakings.
(a) The undersigned Corporation 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;
(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;
7
<PAGE>
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 by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this 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 Section 15(d) of the
Exchange Act that is incorporated by reference in 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Corporation pursuant to the foregoing provisions, or otherwise, the Corporation
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 Corporation of expenses
incurred or paid by a director, officer or controlling person of the Corporation
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 Corporation 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.
8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Corporation
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has caused this Registration Statement
to be signed on its behalf of the undersigned, thereunto duly authorized, in the
City of Ft. Lauderdale, State of Florida, on this 27th day of December, 1996.
INTERIM SERVICES INC.
By /s/ Raymond Marcy
-------------------------------------
Raymond Marcy
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the individuals whose signatures
appear below constitute and appoint Raymond Marcy, John B. Smith, Roy G. Krause
and Kendrick T. Wallace, or any of them, his true and lawful attorney in fact
and agent 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 all documents in connection
therewith, with the Securities and Exchange Commission, granting said
attorney-in-fact and agent, 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 attorney-in-fact and
agent, or any of them, or their or his substitute or 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 dates indicated.
Signature Title Date
- ----------------------- ------------------------------------ -----------------
/s/ Raymond Marcy
- ----------------------- President and Chief December 27, 1996
Raymond Marcy Executive Officer and Director
/s/ Roy G. Krause
- ----------------------- Executive Vice President December 27, 1996
Roy G. Krause and Chief Financial Officer
/s/ Paul Haggard
- ----------------------- Executive Vice President December 27, 1996
Paul Haggard and Chief Accounting Officer
/s/ William F. Evans
- ----------------------- Director December 27, 1996
William F. Evans
9
<PAGE>
Signature Title Date
- ----------------------- ------------------------------------ -----------------
/s/ Jerome B. Grossman
- ----------------------- Director December 27, 1996
Jerome B. Grossman
/s/ Cinda A. Hallman
- ----------------------- Director December 27, 1996
Cinda A. Hallman
/s/ J. Ian Morrison
- ----------------------- Director December 27, 1996
J. Ian Morrison
/s/ Allan C. Sorensen
- ----------------------- Director December 27, 1996
Allan C. Sorensen
/s/ Harold Toppel
- ----------------------- Director December 27, 1996
Harold Toppel
/s/ A. Michael Victory
- ----------------------- Director December 27, 1996
A. Michael Victory
/s/ Steven S. Elbaum
- ----------------------- Director December 27, 1996
Steven S. Elbaum
10
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description
- -------------- ----------------------------------------------------------------
5.0 Opinion letter of counsel as to the legality of the securities
being registered.
23.1 Independent Auditor's Consent.
11
EXHIBIT 5.0
BRYAN CAVE LLP
3500 ONE KANSAS CITY PLACE
1200 MAIN STREET
KANSAS CITY, MISSOURI 64105
(816) 374-3200
FACSIMILE: (816) 374-3300
December 27, 1996
Interim Services Inc.
2050 Spectrum Blvd.
Ft. Lauderdale, FL 33309
Dear Ladies and Gentlemen:
We have acted as counsel to Interim Services Inc., a Delaware corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended on Form S-8 (the "Registration Statement") of 10,000 shares of
the Company's common stock par value $.01 per share, (the "Common Stock")
issuable under the Outside Directors' Compensation Plan (the "Plan") of Interim
Services Inc. Such shares of Common Stock issuable pursuant to the Plan are
herein referred to as "the Shares." As such counsel we have examined and relied
upon originals or copies, certified or otherwise, identified to our satisfaction
of such corporate records, agreements, documents, instruments and certificates
of officers and representatives of the Company and have made such investigations
of law, as we deem necessary or appropriate in order to enable us to render the
opinion expressed below.
Based upon the foregoing, and reliance thereon, we are of the opinion that
the Shares have been duly and validly authorized for issuance and will be, when
issued and delivered pursuant to the terms and conditions set forth in the Plan,
validly issued, fully paid and nonassessable.
The opinion stated herein, is as of the date hereof, and we assume no
obligation to update or supplement this legal opinion to reflect any facts or
circumstances that may hereafter come to our attention or any changes in law
that may hereafter occur. This legal opinion is limited to the matters stated
herein and no opinion is implied or may be inferred beyond the matters expressly
stated.
<PAGE>
December 27, 1996
Page 2
We consent to the filing of this opinion as an Exhibit to the Registration
Statement.
Very truly yours,
BRYAN CAVE LLP
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Interim Services Inc. on Form S-8 of our report dated July 29, 1996, contained
in Registration Statement No. 333-09109 of Interim Services Inc. on Form S-3.
/s/ Deloitte & Touche LLP
Miami, Florida
December 27, 1996
