As filed with the Securities and Exchange Commission on July 7, 1997.
Registration No. 333-____________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
INTERIM SERVICES INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
36-3536544
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(I.R.S. Employer Identification No.)
INTERIM SERVICES INC.
MANAGEMENT INCENTIVE BONUS 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
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<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
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<S> <C> <C> <C> <C>
Common Stock, 15,000 shares $41.1875(1) $617,812.50 $187.22
par value $.01 per share
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<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 June 27, 1997.
</TABLE>
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<PAGE>
INTRODUCTION
This Registration Statement on Form S-8 is filed by Interim Services Inc.
(the "Corporation") relating to 15,000 shares of its Common Stock, par value
$.01 per share ("Common Stock") issuable pursuant to the Interim Services Inc.
Management Incentive Bonus Plan. The contents of the Corporation's Registration
Statement on Form S-8 (File No. 333-18885) as filed with the Securities and
Exchange Commission (the "Commission") on December 27, 1996, are incorporated
herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit No. Description
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4.1 Form of Stock Certificate, filed as Exhibit 4.3 to the
Corporation's Annual Report on Form 10-K for the fiscal
year ended December 27, 1996, is incorporated herein by
reference.
4.2 Rights Agreement dated as of March 17, 1994, between the
Corporation and Boatmen's Trust Company, filed as Exhibit
4.1 to the Corporation's Form 8-A dated April 11, 1994, is
incorporated herein by reference.
4.3 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.
4.4 Amendment No. 1 to Rights Agreement dated June 26, 1996
between the Corporation and Chase Mellon Shareholder
Services L.L.C. filed as Exhibit 4.1(A) to the
Corporation's Quarterly Report on Form 10-Q for the fiscal
quarter ended September 27, 1996, incorporated herein by
reference.
4.5 Amendment No. 2 to Rights Agreement dated February 25, 1997
between the Corporation and Chase Mellon Shareholder
Services L.L.C. filed as Exhibit 4.1(B) to the
Corporation's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 28, 1997, is incorporated herein
by reference.
2
<PAGE>
4.6 Articles Fourth, Fifth, Seventh, Eighth and Tenth of the
Restated Certificate of Incorporation of the Corporation,
filed as part of Exhibit 4.4 to the Corporation's 10-K for
the fiscal year ended December 27, 1996, are incorporated
herein by reference.
4.7 Sections Four through Twelve and Thirty-five through Forty-
one of the Bylaws of the Corporation, filed as part of
Exhibit 4.2 Amendment No. 1 to the Corporation's Form S-3
filed September 16, 1996, are incorporated herein by
reference.
5.1 Opinion of Counsel (relating to the legality of the
securities being registered).
23.1 Consent of Independent Accountants
23.2 Consent of Counsel (included in Exhibit 5).
24.1 Power of Attorney (included on signature page).
3
<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 7th day of July, 1997.
INTERIM SERVICES INC.
By /s/ Raymond Marcy
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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.
4
<PAGE>
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 July 7, 1997
Raymond Marcy Executive Officer and Director
/s/ Roy G. Krause
- ------------------------- Executive Vice President July 7, 1997
Roy G. Krause and Chief Financial Officer
/s/ Paul Haggard
- ------------------------- Executive Vice President July 7, 1997
Paul Haggard and Chief Accounting Officer
/s/ Steven S. Elbaum
- ------------------------- Director July 7, 1997
Steven S. Elbaum
/s/ William F. Evans
- ------------------------- Director July 7, 1997
William F. Evans
/s/ Jerome B. Grossman
- ------------------------- Director July 7, 1997
Jerome B. Grossman
/s/ Cinda A. Hallman
- ------------------------- Director July 7, 1997
Cinda A. Hallman
/s/ J. Ian Morrison
- ------------------------- Director July 7, 1997
J. Ian Morrison
/s/ Allan C. Sorensen
- ------------------------- Director July 7, 1997
Allan C. Sorensen
/s/ A. Michael Victory
- ------------------------- Director July 7, 1997
A. Michael Victory
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description
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5.1 Opinion of Counsel (as to the legality of the securities
being registered).
23.1 Consent of Independent Accountants.
EXHIBIT 5.1
BRYAN CAVE LLP
3500 ONE KANSAS CITY PLACE
1200 MAIN STREET
KANSAS CITY, MISSOURI 64105-2100
(816) 374-3200
FACSIMILE: (816) 374-3300
July 7, 1997
Interim Services Inc.
2050 Spectrum Blvd.
Ft. Lauderdale, FL 33309
Ladies and Gentlemen:
We have acted as counsel to Interim Services Inc., a Delaware corporation
(the "Corporation"), in connection with the registration under the Securities
Act of 1933, as amended on Form S-8 (the "Registration Statement") of 15,000
shares of the Corporation's common stock par value $.01 per share, (the "Common
Stock") issuable under the Management Incentive Bonus 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 Corporation 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.
We consent to the filing of this opinion as an Exhibit to the Registration
Statement.
Very truly yours,
/s/ Bryan Cave LLP
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 February 5, 1997,
appearing in the Annual Report on Form 10-K of Interim Services Inc. for the
year ended December 27, 1996.
/s/ Deloitte & Touche LLP
Miami, Florida
July 7, 1997
