<PAGE> 1
As filed with the Securities and Exchange Commission on June 13, 1996.
Registration No. 33-____________
===============================================================================
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 36-3536544
- -------------------------------------- --------------------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
INTERIM SERVICES INC.
1993 LONG-TERM EXECUTIVE COMPENSATION PLAN
- -------------------------------------------------------------------------------
(Full title of plan)
John B. Smith, Esq., Senior Vice President
Interim Services Inc.
2050 Spectrum Boulevard
Ft. Lauderdale, Florida 33309
- -------------------------------------------------------------------------------
(Name and address for agent of service)
(954) 938-7600
- -------------------------------------------------------------------------------
(Telephone number, including area
code, for agent of service)
<PAGE> 2
<TABLE>
CALCULATION OF REGISTRATION FEE
============================================================================================================
<CAPTION>
Proposed maximum Proposed maximum
Title of Securities Amount offering price aggregate Amount of
to be registered to be registered <F1> per share <F2> offering price registration fee
- ------------------------------- --------------------- ---------------- ---------------- ----------------
<C> <C> <C> <C> <C>
Common Stock, par value $.01
per share 1,067,200 $45.50 $48,557,600 $16,744.00
============================================================================================================
<FN>
<F1> Includes such additional indeterminate number of shares as may be issuable pursuant to the
antidilution provisions of the Plan. Also covers Preferred Stock Purchase Rights which are attached to the
Common Stock and for which no separate registration fee is required.
<F2> Calculated in accordance with the provisions of Rule 457(c) using the average of the high and
low sales price of the Registrant's Common Stock as reported on the Nasdaq National Market System on
June 7, 1996.
</TABLE>
---------------------------------------
Approximate date of proposed commencement of sales pursuant to the Plan: Upon
exercise of stock options after the effective date of this Registration
Statement.
===============================================================================
<PAGE> 3
INTRODUCTION
This Registration Statement on Form S-8 is filed by Interim Services Inc.
(the "Corporation") relating to shares of its Common Stock, par value $.01 per
share ("Common Stock"), issuable pursuant to the Interim Services Inc. 1993
Long-Term Executive Compensation Plan, as amended (the "Plan").
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. Registrant 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 the
Corporation with the Securities and Exchange Commission ("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 Report on Form 10-Q for the fiscal
quarter ended March 29, 1996; and
(c) The Corporation's Current Report on Form 8-K dated June 6, 1996;
and
(d) The description of 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.
<PAGE> 4
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
<PAGE> 5
the best 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.
<PAGE> 6
"(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,
<PAGE> 7
action, suit or proceeding, or judgment 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 Restated Certificate of Incorporation of the
Corporation, filed as Exhibit 3(a) to the
Corporation's Registration Statement on Form S-1
(Commission File No. 33-71338), is incorporated hereby
by reference.
4.2 Sections 4 through 12 and 35 through 41 of the Bylaws
of the Corporation, filed as Exhibit 3(b) to the
Corporation's Registration Statement on Form S-1
(Commission File No. 33-71338), are incorporated
herein by reference.
<PAGE> 8
Exhibit No. Description
-------------- ------------------------------------------------------
4.3 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.
4.4 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.
4.5 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.
5 Opinion of Counsel (relating to legality of securities
being registered).
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel (included in Exhibit 5 hereto).
24.1 Power of Attorney (included on signature page).
Item 9. Undertakings.
-------------
(a) 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 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;
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
<PAGE> 9
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 Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant 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
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
Securities Act and will be governed by the final adjudication of such issue.
<PAGE> 10
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 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 13th day of June, 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 June 13, 1996
Raymond Marcy Executive Officer
/S/ ROY G. KRAUSE
- ------------------------------ Executive Vice President June 13, 1996
Roy G. Krause and Chief Financial Officer
/S/ PAUL HAGGARD
- ------------------------------ Vice President and Treasurer June 13, 1996
Paul Haggard (Chief Accounting Officer)
/S/ WILLIAM F. EVANS
- ------------------------------ Director June 13, 1996
William F. Evans
<PAGE> 11
Signature Title Date
- ------------------------------ -------------------------------- -------------
/S/ JEROME B. GROSSMAN
- ------------------------------ Director June 13, 1996
Jerome B. Grossman
/S/ CINDA A. HALLMAN
- ------------------------------ Director June 13, 1996
Cinda A. Hallman
/S/ J. IAN MORRISON
- ------------------------------ Director June 13, 1996
J. Ian Morrison
/S/ ALLAN C. SORENSEN
- ------------------------------ Director June 13, 1996
Allan C. Sorensen
/S/ HAROLD TOPPEL
- ------------------------------ Director June 13, 1996
Harold Toppel
/S/ A. MICHAEL VICTORY
- ------------------------------ Director June 13, 1996
A. Michael Victory
/S/ STEVEN S. ELBAUM
- ------------------------------ Director June 13, 1996
Steven S. Elbaum
<PAGE> 12
INDEX TO EXHIBITS
Exhibit Number Description
- -------------- ---------------------------------------------------------------
5 Opinion of Counsel (relating to legality of securities
being registered).
23.1 Consent of Independent Accountants.
<PAGE> 1
EXHIBIT 5
BRYAN CAVE LLP
700 THIRTEENTH STREET, N.W.
WASHINGTON, D.C. 20005-3960
(202) 508-6000
FACSIMILE: (202) 508-6200
June 13, 1996
Interim Services Inc.
2050 Spectrum Boulevard
Fort Lauderdale, Florida 33309
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 1,067,200
shares of the Company's common stock, par value $.01 per share (the "Shares"),
which may be issued pursuant to the exercise of stock options granted under the
Company's 1993 Long-Term Executive Compensation Plan (the "Plan").
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
deemed necessary or appropriate in order to enable us to render the opinion
expressed below.
Based upon the foregoing and in reliance thereon, we are of the opinion
that the Shares have been duly and validly authorized for issuance and will be,
when issued, delivered and paid for pursuant to the terms and conditions set
forth in the Plan and in the options granted thereunder, validly issued, fully
paid and non-assessable.
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 laws
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.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/S/ BRYAN CAVE LLP
<PAGE> 1
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 February 8, 1996, except
for Note 14, as to which the date is February 27, 1996, appearing in the Annual
Report on Form 10-K of Interim Services Inc. for the year ended December 29,
1995.
/S/ DELOITTE & TOUCHE LLP
Miami, Florida
June 11, 1996
