SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
INTERIM SERVICES INC.
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(Name of the Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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INTERIM SERVICES INC.
2050 SPECTRUM BOULEVARD
FORT LAUDERDALE, FL 33309
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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
SEPTEMBER 9, 1996
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A Special Meeting of Stockholders of Interim Services Inc. will be held at
the offices of Interim Services Inc. at 2050 Spectrum Boulevard, Fort
Lauderdale, FL 33309 commencing at 9:00 a.m. (local time) on Monday, September
9, 1996, for the purpose of amending the Company's Restated Certificate of
Incorporation to increase the number of authorized shares of common stock, par
value $0.01 per share, of Interim Services Inc. from 25,000,000 to 50,000,000 in
order to provide the Company flexibility to meet future needs for unreserved
Common Stock and to effectively reduce the vote required to amend the number and
type of authorized shares of stock of the Company from a 2/3 vote to a majority
vote of the outstanding shares of stock of the Company entitled to vote thereon.
The Board of Directors has fixed the close of business on July 29, 1996 as
the date for determining stockholders of record entitled to receive notice of,
and to vote at, the Special Meeting.
All stockholders are cordially invited to attend. Those who do not expect
to be present are requested to date, sign and mail the enclosed proxy as
promptly as possible in the enclosed postage paid envelope.
By Order of the Board of Directors
Raymond Marcy
President and Chief Executive Officer
Date: July 31, 1996
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PROXY STATEMENT
INTERIM SERVICES INC.
2050 SPECTRUM BOULEVARD
FORT LAUDERDALE, FL 33309
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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
SEPTEMBER 9, 1996
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PROXY SOLICITATION
The enclosed proxy is solicited by and on behalf of the Board of Directors
of Interim Services Inc. (the "Company" or "Interim Services"). Any proxy given
by a stockholder may be revoked at any time before it is voted by written notice
to the Secretary, by a duly executed proxy bearing a later date or by voting in
person at the meeting. The cost of soliciting proxies will be borne by the
Company. The Company will enlist the assistance of and reimburse banks, brokers
and other nominees for their costs in transmitting proxies and proxy
authorizations to beneficial owners whose stock is registered in the name of
such nominees. The Company has also retained Corporate Investor Communications,
Inc. to assist it in the solicitation of proxies and will pay a fee, not to
exceed $5,500, for such services. The original solicitation of proxies by mail
may be supplemented by telephone, telegraph, letter, or personal solicitation by
or from directors, officers, employees, or agents of the Company. No additional
compensation will be paid to these individuals for any such services. Proxies,
ballots and voting tabulations that identify stockholders will be held
confidential, except in a contested proxy solicitation or where necessary to
meet applicable legal requirements. This Proxy Statement and the enclosed proxy
will be first mailed to stockholders on or about July 31, 1996.
OUTSTANDING VOTING STOCK
Only stockholders at the close of business on July 29, 1996 (the "Record
Date") are entitled to notice of and to vote at the Special Meeting. Each share
of common stock, par value $0.01 per share ("Common Stock"), of the Company
outstanding on the Record Date is entitled to one vote. Of the 25,000,000
currently authorized shares of Common Stock, as of June 28, 1996, 15,226,715
were issued and outstanding and approximately 1,941,426 shares were reserved for
issuance under various stock options and other stock related incentive benefit
plans. Abstentions and broker "non-votes" will be counted in determining the
number of shares present, but will not be voted in favor of the proposals and
will have the same effect as a vote against the proposals.
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COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table shows the amount and nature of "beneficial ownership"
of the shares of Common Stock of the Company, as of June 28, 1996 by each person
known by the Company to be the "beneficial owner" of more than five percent of
such Common Stock, by each present director and nominee for director of the
Company, by the Company's Chief Executive Officer and four most highly
compensated executive officers other than the Chief Executive Officer for the
year ended December 31, 1995, and by the directors and all executive officers of
the Company as a group. The determinations of "beneficial ownership" of the
Company's Common Stock are based upon responses to Company inquiries which cited
Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "1934
Act"). Such Rule provides that shares shall be deemed so owned where a person
has, either solely or in conjunction with others, the power to vote or to direct
the voting of shares and/or the power to dispose, or to direct the disposition
of shares; or where a person has the right to acquire any such power within 60
days after the date such "beneficial ownership" is determined.
Amount and Nature of Beneficial Ownership
<TABLE>
<CAPTION>
Shares of Common
Name of Beneficial Owner Stock Beneficially Percent of Class
(and Address If Beneficial ownership Exceeds 5%) Owned<F1> If more than 1%
- ------------------------------------------------ ---------- ---------------
<S> <C> <C>
Massachusetts Financial Services Company<F2>......................... 1,150,710 7.6%
500 Boylston Street, 24th Floor
Boston, MA 02116
Ira B. Brown<F3>..................................................... 1,018,045 6.7%
121 N. Post Oak Lane, Apt 2803
Houston, TX 77024
William Blair & Company, L.L.C.<F4>.................................. 942,850 6.2%
222 West Adams Street
Chicago, IL 60606
Stein Roe & Farnham Incorporated<F5>................................. 923,000 6.0%
One South Wacker Drive
Chicago, IL 60606
Raymond Marcy........................................................ 47,169 __
Robert E. Livonius................................................... 24,668 __
Harold Toppel........................................................ 23,368<F6> __
Allan C. Sorensen.................................................... 17,835 __
John B. Smith........................................................ 14,955 __
Gary Peck............................................................ 12,783 __
Thomas L. Mirgon..................................................... 10,721 __
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Steven Elbaum........................................................ 10,175 __
A. Michael Victory................................................... 8,168 __
Jerome B. Grossman................................................... 7,000 __
Dr. J. Ian Morrison.................................................. 6,309 __
William F. Evans..................................................... 6,000 __
Cinda A. Hallman..................................................... 4,000 __
Directors and Executive Officers as a group (23 persons)............. 256,346 1.7%
- ----------
<FN>
<F1> Unless otherwise indicated in the notes to this Table, the shareholders
listed in the Table have sole voting and investment power with respect to
shares beneficially owned by them.
<F2> Based on Schedule 13G, dated February 13, 1996, and filed with the
Securities and Exchange Commission, Massachusetts Financial Services
Company is considered a "beneficial owner" in the aggregate of 1,150,710,
or 7.5% of shares outstanding of the Company's Common Stock, which shares
were acquired for investment purposes by such investment managers for
certain of their advisory clients. Massachusetts Financial Services
Company asserts sole voting power as to 1,051,010 of such shares.
<F3> Based on a Schedule 13D to be filed with the Securities and Exchange
Commission, Ira B. Brown is considered the "beneficial owner" of
1,018,045, or 6.7% of shares outstanding of the Company's Common Stock,
which shares were acquired in connection with the Company's May 23, 1996
merger with Brandon Systems Corporation. This amount includes 50,257
shares owned by Mr. Brown's daughter, Mrs. Rene Brown, over which Mr.
Brown has voting and dispositive power pursuant to a power of attorney,
and 168,014 shares owned by Myra Brown, Mr. Brown's wife, of which Mr.
Brown disclaims beneficial ownership.
<F4> Based on Schedule 13G, dated March 7, 1996, and filed with the Securities
and Exchange Commission, William Blair & Company, L.L.C. is considered a
"beneficial owner" in the aggregate of 1,094,400 or 7.1% of shares
outstanding of the Company's Common Stock which shares were acquired for
investment purposes by such investment advisers for certain of their
advisory clients. William Blair & Company, L.L.C. asserts sole voting
power with respect to 199,900 of those shares.
<F5> Based on Schedule 13G, dated February 16, 1996, and filed with the
Securities and Exchange Commission, Stein Roe & Farnham Incorporated and
Stein Roe Special Fund, a portfolio series of Stein Roe Investment Trust,
are considered "beneficial owners" in the aggregate of 923,000, or 6.0% of
shares outstanding of the Company's Common Stock, which shares were
acquired for investment purposes by such investment managers for certain
of their advisory clients. Stein Roe Special Fund asserts sole voting
power with respect to 705,000 of such shares.
<F6> Mr. Toppel has no voting and investment power with respect to 1,000 shares
held under four separate trusts for the benefit of his children, of which
another member of his family is trustee, and as to which shares he
disclaims beneficial ownership.
</TABLE>
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PROPOSALS TO AMEND THE COMPANY'S
RESTATED CERTIFICATE OF INCORPORATION TO INCREASE
THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
DESCRIPTION OF THE PROPOSED AMENDMENTS
The Board of Directors has determined that it is advisable to amend the
Restated Certificate of Incorporation of the Company, and has recommended that
stockholders approve (i) an amendment to ARTICLE FOURTH of the Restated
Certificate of Incorporation (the "First Amendment") to increase the authorized
number of shares of Common Stock, par value $0.01 per share, from 25,000,000 to
50,000,00 in order to provide the Company flexibility to meet future needs for
unreserved Common Stock and (ii) an amendment to ARTICLE TENTH of the Restated
Certificate of Incorporation to effectively reduce the vote required to amend
ARTICLE FOURTH of the Restated Certificate of Incorporation (relating to the
number and type of authorized shares of all classes of stock of the Company)
from a 2/3 vote to a majority vote of the outstanding shares of stock of the
Company entitled to vote thereon. The full text of the proposed First Amendment
and Second Amendment (collectively, the "Amendments") is attached to this Proxy
Statement as Exhibit A. The Board has directed that the Amendments be submitted
to the stockholders for their consideration.
REASONS FOR THE PROPOSED AMENDMENTS
Of the 25,000,000 currently authorized shares of Common Stock, as of June
28, 1996, 15,226,715 were issued and outstanding and approximately 1,941,426
shares were reserved for issuance under various stock options and other stock
related incentive benefit plans. The number of shares of Common Stock remaining
available for issuance is not considered adequate for the Company's future
possible requirements.
Although the Company has no specific plans to use the additional authorized
shares of Common Stock, the Company's Board of Directors believes that it is
prudent to increase the number of authorized shares of Common Stock to the
proposed level in order to provide for a reserve of shares available for
issuance in connection with possible future actions. Such actions may include,
but are not limited to, stock splits or stock dividends if the Board of
Directors were, for example, to determine that it would be desirable to
facilitate a broader base of shareholders. The Company's Board of Directors also
believes that the increased number of shares will provide flexibility with
respect to other possible matters such as financings, corporate mergers,
acquisitions of property, establishing strategic relationships with corporate
partners, employee benefit plans, shareholder rights plans, and for other
general corporate purposes. Currently there are no plans, agreements or
arrangements in place requiring the utilization of these additional shares for
financings, corporate mergers, acquisitions of property, establishment of
strategic relationships with corporate partners, employee benefit plans,
shareholder rights plans, or other general corporate purposes. However, having
such additional authorized Common Stock available for issuance in the future
would allow the Board of Directors to issue shares of Common Stock without the
delay and expense associated with seeking shareholder approval. Elimination of
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such delays and expense occasioned by the necessity of obtaining shareholder
approval will better enable the Company, among other things, to engage in
financing transactions and acquisitions as well as to take advantage of changing
market and financial conditions on a more competitive basis as determined by the
Board of Directors.
The additional Common Stock to be authorized by adoption of the First
Amendment would have rights identical to the currently outstanding Common Stock
of the Company. Adoption of the proposed First Amendment and issuance of the
Common Stock would not affect the rights of the holders of currently outstanding
Common Stock of the Company, except for effects incidental to increasing the
number of shares of the Company's Common Stock outstanding. Any future issuance
of Common Stock will be subject to the rights of holders of any outstanding
shares of any Preferred Stock which the Company may issue in the future.
Additionally, the Company's Board of Directors believes that it is
advisable to adopt the Second Amendment to reduce the vote required to amend
ARTICLE FOURTH of the Restated Certificate of Incorporation (relating to the
number and type of authorized shares of all classes of stock of the Company) so
that the Company may more easily increase the number of authorized shares of
stock of the Company which may be desirable in the future for all of the reasons
stated above.
POSSIBLE EFFECTS OF THE AMENDMENTS
If the proposed Amendments are approved, there will be a larger number of
authorized shares which the Board of Directors may issue without further vote of
the shareholders of the Company, except as may be required by applicable laws or
under the rules of any national securities exchange on which shares of Common
Stock of the Company are then listed. Current holders of Common Stock have no
preemptive or like rights, which means that current shareholders do not have a
prior right to purchase any new issue of stock of the Company in order to
maintain their proportionate ownership thereof. The effects of the authorization
of additional shares of Common Stock and issuance of such additional shares may
also include dilution of the voting power of currently outstanding shares and
reduction of the portion of dividends, if any, and liquidation proceeds
available to the holders of currently outstanding stock.
In addition, the Board of Directors could use authorized but unissued
shares to create impediments to a takeover or a transfer of control of the
Company. Accordingly, the increase in the number of authorized shares of Common
Stock may deter a future takeover attempt which holders of Common Stock may deem
to be in their best interest or in which holders of Common Stock may be offered
a premium for their shares over the market price.
The Board of Directors is not currently aware of any attempt to takeover or
acquire the Company. While they may be deemed to have potential anti-takeover
effects, the proposed Amendments are not prompted by any specific effort or
takeover threat currently perceived by management. Moreover, management does not
currently intend to propose additional anti-takeover measures in the foreseeable
future.
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Although an increase in the authorized shares of Common Stock could, under
certain circumstances, have an anti-takeover effect (by, for example, diluting
the stock ownership of a person seeking to effect a change in the composition of
the Board of Directors or contemplating a tender offer or other transaction for
the combination of the Company with another company), this proposal to amend the
Restated Certificate of Incorporation is not in response to any effort of which
the Company is aware to accumulate the Company's stock or obtain control of the
Company, nor is it part of a plan by management to recommend a series of similar
amendments to the Board of Directors and stockholders. The Board of Directors
does not presently contemplate recommending the adoption of any other amendments
to the Restated Certificate of Incorporation which could be construed to affect
the ability of third parties to take over or change control of the Company.
VOTE REQUIRED AND EFFECTIVE DATE
The affirmative vote of the holders of two-thirds of the Company's
outstanding shares of Common Stock is required to approve these proposals. If
approved by the stockholders, the proposed amendments will become effective upon
the filing of a Certificate of Amendment with the Secretary of State of Delaware
amending the Company's Restated Certificate of Incorporation, which will occur
as soon as reasonably practicable.
The Board of Directors recommends a vote FOR the proposals to amend the
Company's Restated Certificate of Incorporation.
INTERIM SERVICES STOCKHOLDERS' PROPOSALS
Proposals of the Company's stockholders intended to be presented at the
1997 Annual Meeting of the Company must be received by the Company at 2050
Spectrum Boulevard, Fort Lauderdale, FL 33309, Attention: Secretary, no later
than December 31, 1996.
OTHER ACTION AT MEETING AND VOTING OF PROXIES
Management does not know of any matters to come before the Special Meeting
other than those herein set forth. However, the enclosed proxy confers
discretionary authority upon the proxy holders named therein to vote and act in
accordance with their best judgment with regard to any other matters which
should come before the meeting or any adjournment or postponement thereof. Upon
receipt of such proxy (in the form enclosed and properly signed) in time for
voting, the shares represented thereby will be voted as indicated thereon or, if
no direction is indicated, will be voted FOR the amendments.
By Order of the Board of Directors
/s/ John B. Smith
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John B. Smith
Secretary
Date: July 19, 1996
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EXHIBIT A
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION OF
INTERIM SERVICES INC.
Interim Services Inc., a corporation organized and existing under the laws
of the State of Delaware (the "Corporation"), pursuant to the provisions of the
General Corporation Law of the State of Delaware (the "DGCL"), DOES HEREBY
CERTIFY as follows:
FIRST: The Restated Certificate of Incorporation of the Corporation is
hereby amended by deleting the first paragraph and subparagraph (i) of ARTICLE
FOURTH of the Restated Certificate of Incorporation in their present form and
substituting therefor a new first paragraph and subparagraph (i) of ARTICLE
FOURTH in the following form:
FOURTH: The aggregate number of shares of all classes of stock that
the Corporation shall have authority to issue is 52,500,000 divided into
two classes as follows:
(i) 50,000,000 shares of a class designated Common Stock, with a par
value of $0.01 per share; and
SECOND: The Restated Certificate of Incorporation of the Corporation is
hereby amended by deleting ARTICLE TENTH of the Restated Certificate of
Incorporation in its present form and substituting therefor a new ARTICLE TENTH
in the following form:
TENTH: The affirmative vote of the holders of not less than 2/3 of the
outstanding shares of stock of the Corporation entitled to vote generally
in the election of directors shall be required to amend, modify, alter or
repeal Articles Fifth, Eighth and Tenth of this Restated Certificate of
Incorporation or any provision of the Corporation's Bylaws.
THIRD: The amendments to the Restated Certificate of Incorporation of the
Corporation set forth in this Certificate of Amendment have been duly adopted in
accordance with the provisions of Section 242 of the DGCL by (a) the Board of
Directors of the Corporation having duly adopted a resolution setting forth such
amendments and declaring its advisability and submitting it to the stockholders
of the Corporation for their approval, and (b) the stockholders of the
Corporation having duly adopted such amendments by vote of the holders of
two-thirds of the outstanding stock entitled to vote thereon at a Special
Meeting of Stockholders called and held upon notice in accordance with Section
222 of the DGCL.
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IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by Raymond Marcy, its President and Chief Executive
Officer, and attested by John B. Smith, its Secretary this day of ____________,
1996.
INTERIM SERVICES INC.
By:
-------------------------------------
Raymond Marcy
President and Chief Executive Officer
ATTEST:
- ------------------------------------
John B. Smith
Secretary
<PAGE>
PROXY
INTERIM SERVICES INC.
2050 SPECTRUM BOULEVARD
FORT LAUDERDALE, FL 33309
THIS PROXY IS SOLICITED BY AND ON BEHALF
OF THE BOARD OF DIRECTORS OF THE CORPORATION
Special Meeting of Stockholders September 9, 1996
The undersigned hereby appoints Raymond Marcy, John B. Smith, Paul Haggard,
and Shannon Allen, and each of them, with full power of substitution, the true
and lawful attorneys-in-fact, agents and proxies of the undersigned to vote at
the Special Meeting of Stockholders of Interim Services Inc. (the "Company"), to
be held on September 9, 1996, commencing at 9:00 a.m. local time, at the offices
of the Company at 2050 Spectrum Boulevard, Fort Lauderdale, Florida 33309, and
any and all adjournments or postponements thereof, according to the number of
votes which the undersigned would possess if personally present, for the
purposes of considering and taking action upon the following, as more fully set
forth in the Proxy Statement of the Company dated July 19, 1996.
1. APPROVAL OF A PROPOSAL TO AMEND THE RESTATED CERTIFICATE OF INCORPORATION OF
THE COMPANY TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK OF THE
COMPANY, PAR VALUE $0.01 PER SHARE, FROM 25,000,000 TO 50,000,000 SHARES.
/ / FOR / / AGAINST / / ABSTAIN
2. APPROVAL OF A PROPOSAL TO AMEND THE RESTATED CERTIFICATE OF INCORPORATION OF
THE COMPANY TO EFFECTIVELY REDUCE THE VOTE REQUIRED TO AMEND THE NUMBER AND TYPE
OF AUTHORIZED SHARES OF STOCK OF THE COMPANY FROM A 2/3 VOTE TO A MAJORITY VOTE
OF THE OUTSTANDING SHARES OF STOCK OF THE COMPANY ENTITLED TO VOTE THEREON.
/ / FOR / / AGAINST / / ABSTAIN
3. IN THEIR DISCRETION WITH RESPECT TO SUCH OTHER BUSINESS AS PROPERLY MAY
COME BEFORE THE MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE INCREASE IN THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK OF THE
COMPANY PURSUANT TO THE PROPOSED AMENDMENTS. IF OTHER BUSINESS IS PRESENTED AT
THE SPECIAL MEETING, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
RECOMMENDATION OF THE COMPANY'S MANAGEMENT.
Dated ______________________________________, 1996
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(Signature)
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(Signature if held jointly)
Please sign exactly as name(s) appear on this
proxy card. When shares are held by joint tenants,
both should sign. When signing as
attorney-in-fact, executor, administrator,
personal representative, trustee or guardian,
please give full title as such. If a corporation,
please sign in full corporate name by President or
other authorized officer. If a partnership, please
sign in partnership name by authorized person.
PLEASE PROMPTLY MARK, DATE, SIGN AND RETURN THIS PROXY CARD USING THE ENCLOSED
ENVELOPE.
