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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A3
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
INTERIM SERVICES INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-3536544
(State of incorporation (I.R.S. Employer Identification No.)
or organization)
2050 SPECTRUM BOULEVARD, FT. LAUDERDALE, FLORIDA 33309
(Address of principal executive offices) (Zip Code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Preferred Stock Purchase Rights New York Stock Exchange
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANTS SECURITIES TO BE REGISTERED.
On February 17, 1994, the Board of Directors of Interim Services
Inc. (the "Company") declared a dividend distribution of one right (a
"Right") for each outstanding share of Common Stock, $.01 par value (the
"Common Stock"), of the Company. The dividend was payable to the
stockholders of record at the close of business on April 1, 1994 (the "Record
Date"). In addition, the Company authorized the issuance of one Right with
respect to each share of Common Stock that became outstanding after the
Record Date. Except as set forth below, each Right, when exercisable,
entitles the registered holder to purchase from the Company one one-hundredth
of a share of a new series of voting preferred stock, designated as
"Participating Preferred Stock," $.01 par value (the "Preferred Stock"), at a
price of $150.00 per one one-hundredth of a share (the "Purchase Price"),
subject to adjustment as described herein.
The initial description and terms of the Rights were set forth in a
Rights Agreement dated March 17, 1994 between the Company and Boatmen's Trust
Company ("Boatmen's), as Rights Agent. On June 26, 1996, the Company,
Boatmen's and ChaseMellon Shareholder Services, L.L.C. ("Chase") entered into
Amendment No. 1 to Rights Agreement whereby the Company removed Boatmen's as
Right Agent and appointed Chase as successor Rights Agent. On February 25,
1997, the Company and Chase entered into Amendment No. 2 to Rights Agreement.
On January 20, 1998, the Company and Chase entered into Amendment No. 3 to
Rights Agreement whereby the Purchase Price was increased from $90.00 to
$150.00 per one one-hundredth of a share of Preferred Stock. The current
description and terms of the Rights are set forth in the Rights Agreement, as
amended (the "Rights Agreement").
As of the Record Date, the rights attached to all Common Stock
certificates representing shares then outstanding. The Rights also attached
all Common Stock certificates representing shares that became outstanding
after the Record Date.
No separate Right certificates will be distributed until the
earlier of (i) either (a) a public announcement that, without the prior
express written consent of the Company to the actions in question, executed
on behalf of the Company, by a duly authorized officer of the Company
following the express approval by action of at least a majority of the
members of the Board of Directors then in office (the "Prior Written Approval
of the Company"), a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired, or obtained the right to acquire, 15% or
more of the outstanding shares of Common Stock of the Company, or (b) the
date on which the Company first has notice or otherwise determines that a
person has become an Acquiring Person (the first to occur of the events in
clause (i)(a) or (i)(b) above being called the "Stock Acquisition Date"), or
(ii) the close of business on the tenth business day after (or such later
date as may be determined by the Board of Directors, but in no event later
than the date set forth in clause (i) above) the date of the commencement, or
first public announcement, of an intention to make a tender offer or exchange
offer (if such intention to commence remains in effect for five business days
after such commencement or announcement) without the Prior Written Approval
of the Company, for 15% or more of the outstanding shares of such Common
Stock (the earlier of the dates described in clause (i) or (ii) above being
called the "Distribution Date").
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Until the Distribution Date (or earlier redemption or expiration of
the Rights), certificates for Common Stock (including the Common Stock held
in the Company's treasury on the Record Date) that becomes outstanding after
the Record Date will contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption or expiration
of the Rights), the Rights may only be transferred with the Company's Common
Stock and the surrender for transfer of any Common Stock certificates will
also constitute the transfer of the Rights associated with the Common Stock
represented by such certificates.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Company's Common Stock as of the close of business
on the Distribution Date and such separate certificates alone will then
evidence the Rights.
The Rights are not exercisable until the Distribution Date. Unless
extended by the Board of Directors, the Rights will expire on the earlier of
(i) April 1, 2004, or (ii) the redemption or exchange of the Rights by the
Company, as described below (the "Final Expiration Date").
The Purchase Price payable, and the number of shares of Preferred
Stock or other securities or property issuable, upon exercise of the Rights
are subject to adjustment from time to time to prevent dilution (i) in the
event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Stock, (ii) upon the determination of a
record date for the distribution of holders of Preferred Stock, or (iii) upon
the determination of a record date for the distribution to holders of
Preferred Stock or evidences of indebtedness, cash or assets (excluding
regular periodic cash dividends out of earnings or retained earnings or
dividends payable in Preferred Stock) or of convertible securities,
subscription rights or warrants (other than those referred to above).
In the event that, following the Distribution Date: (i) the
Company consolidates with or merges into another person, (ii) any person
consolidates with or merges into the Company and the Company is the
continuing or surviving corporation of such merger and, in connection with
such merger, all or part of the Common Stock of the Company is changed into
or exchanged for securities of another person, cash or other property, or
(iii) the Company sells or otherwise transfers, in one or more transactions,
50% or more of its assets or earning power, then proper provision shall be
made so that each holder of a right (other than the Acquiring Person or any
affiliate or associate of the Acquiring Person) shall thereafter have the
right to receive, upon the exercise of the Right and payment of the Purchase
Price, that number of shares of common stock of the surviving or purchasing
company (or, in certain cases, one of its affiliates) which at the time of
such transaction would have a then current market value of two times the
Purchase Price (such right being called the "Merger Right").
In the event that any person shall become an Acquiring Person,
proper provision shall be made so that each holder of a Right (other than the
Acquiring Person or any affiliate or
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associate of the Acquiring Person) will have the right to receive, upon the
exercise of the Right and payment of the Purchase Price, that number of
shares of Common Stock of the Company having a then current market value of
two times the Purchase Price of the Right, subject to the availability of a
sufficient number of treasury shares or authorized but unissued shares, and
then a common stock equivalent (such as Preferred Stock or another equity
security with at least the same economic value as the Common Stock) having a
then market value of two times the Purchase Price of the Right (such right
being called the "Subscription Right).
Upon the occurrence of any of the events giving rise to the
exercisability of the Subscription Right or the Merger Right, any Rights that
are or were owned by an Acquiring Person or an affiliate or an associate of
an Acquiring Person will become void insofar as they relate to the
Subscription Right or Merger Right and such holder will have no right to
exercise such Rights from and after the occurrence of such an event insofar
as they relate to the Subscription Right or the Merger Right.
With certain exceptions, no adjustments in the Purchase Price or
the number of shares covered by each Right will be required until cumulative
adjustments require an adjustment of at least 1% in such Purchase Price. No
fractional shares of Common Stock or other securities issuable upon exercise
of he Rights (other than Preferred Stock) will be issued. In lieu of
fractional shares, an adjustment in cash will be made based on the market
price of the Common Stock on the last trading date prior to the date of
exercise of such Rights.
At any time prior to the date a person becomes an Acquiring Person
(or the earlier expiration of the Rights), a majority of the Board of
Directors of the Company may elect to redeem the Rights in whole, but not in
part, at a price of $.01 per Right (the "Redemption Price"). Immediately
upon the action of the Board of Directors electing to redeem the Rights, the
Company shall make announcement thereof, and the right to exercise the Rights
will terminate and the only right of the holders of the Rights will be to
receive the Redemption Price. The redemption of the Rights by the Board of
Directors may be made effective at such time, on such basis and with such
conditions as the Board of Directors may establish.
After a person or group has become an Acquiring Person, the Company
may exchange all or part of the then outstanding and exercisable Rights
(other than Rights owned by an Acquiring Person that became void with respect
to the Merger Right or the Subscription Right) for Common Stock or common
stock equivalents at an exchange ratio of one share of Common Stock (or
equivalent value of common stock equivalent) per Right. The Company may not
effect such an exchange, however, at any time after any person (other than
the Company and related entities), together with certain related parties,
beneficially owns 50% or more of the Common Stock. Upon action by the
Company ordering such exchange, the right to exercise the Rights subject to
the exchange will terminate and the only right of the holders of such Rights
will be to receive shares of Common Stock based on the above exchange ratio.
The Preferred Stock purchasable upon exercise of the Rights will be
nonredeemable and junior to any other series of preferred stock the Company
may issue (unless otherwise provided in the terms of such stock). Each share
of Preferred Stock will have a
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preferential quarterly dividend in an amount equal to 100 times any dividend
declared on each share of Common Stock, but in no event less than $1.00 per
share. In the event of liquidation, the holders of Preferred Stock will
receive a preferred liquidation payment equal to the greater of $100.00 or
100 times the payment made per each share of Common Stock. Each share of
Preferred Stock will have 100 votes on all matters submitted to the vote of
shareholders of the Company and vote together as one class with the holders
of shares of the Company's Common Stock and the holders of any other capital
stock of the Company having general voting rights. In the event of any
merger, consolidation, combination or other transaction in which shares of
the Company's Common Stock are exchanged for stock or securities of another
person, cash or other property, each share of Preferred Stock will be
entitled to receive 100 times the amount and type of consideration received
per share of Common Stock. The rights of the Preferred Stock as to
dividends, liquidation and voting, and in the event of mergers and
consolidations, are protected by customary anti-dilution provisions.
Fractional shares of Preferred Stock in integral multiples of one
one-hundredth of a share of Preferred Stock will be issuable; however, the
Company may elect to distribute depository receipts in lieu of such
fractional shares. In lieu of fractional shares, other than fractions that
are multiples of one one-hundredth of a share, an adjustment in cash will be
made based on the market price of the Preferred Stock on the last trading
date prior to the date of exercise of such Rights.
The Company may from time to time supplement or amend the Rights
Agreement without the approval of any holders of Rights Certificates in order
to (a) cure any ambiguity, (b) to correct or supplement any provision
contained therein which may be defective or inconsistent with any other
provisions therein, (c) to shorten or lengthen any time period thereunder
(including, without limitation, to extend the Final Expiration Date), (d)
increase or decrease the Purchase Price, (e) lower the Acquiring Person
threshold, or (f) to change or supplement the provisions thereunder in any
manner which the Company may deem necessary or desirable and which will be
consistent with, and for the purpose of fulfilling, the objectives of the
Board of Directors in adopting the Rights Agreement. Any such supplement or
amendment shall be evidenced by a writing signed by the Company and the
Rights Agent; provided, however, that from and after such time as any person
becomes an Acquiring Person, the Rights Agreement shall not be amended in any
manner which would adversely affect the interest of the holders of Rights.
Until a Right is exercised, the holder thereof, as such, will have
no rights as a shareholder of the Company, including, without limitation, no
rights to vote, to receive dividends or distributions, to give or withhold
consent to any corporate action or to receive notice of meetings or other
actions affecting shareholders.
The distribution of the Rights was not taxable to the Company or
its shareholders. The Rights are not dilutive and do not affect reported
earnings per share. The Company received no proceeds from the issuance of
the Rights as a dividend.
As of the Record Date, the Company had a total of 11,500,000 shares
of Common stock issued, all of which were outstanding. Each outstanding
share of Common Stock on the Record Date received one Right. Each share of
Common Stock that became outstanding after the
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Record Date has also received one Right. As of December 26, 1997, the
Company had a total of 39,745,761 shares of Common Stock issued and
outstanding. As of the Record Date, and as of December 26, 1997, the Company
had a total of 2,500,000 shares of Preferred Stock authorized, of which no
shares were outstanding. 500,000 shares of Participating Preferred Stock of
the Company are reserved for issuance upon exercise of the Rights.
The Rights may have the effect of impeding a change in control of
the Company without the prior consent of the Company's Board of Directors.
The Rights will cause substantial dilution to a person that attempts to
acquire the Company without conditioning the offer on redemption of the
Rights by the Board of Directors of the Company or on the acquisition by such
person of a substantial number of Rights. The Rights should not interfere
with any merger, consolidation or other business combination approved by the
Board of Directors since the Rights may be redeemed by the Board as described
above.
ITEM 2. EXHIBITS.
The following exhibits are filed as a part of this Registration
Statement:
1.1 Rights Agreement dated March 17, 1994 between the Company and
Boatmen's Trust Company, which includes as Exhibit B the form of Right
Certificate, filed on April 14, 1994 as Exhibit 1.1 to the Company's
Registration Statement on Form 8-A is incorporated herein by
reference.
1.2 Amendment No. 1 to Rights Agreement dated June 26, 1996 between the
Company, Boatmen's Trust Company, and ChaseMellon Shareholder
Services, L.L.C., filed on February 28, 1997 as Exhibit 3.1 to the
Company's Registration Statement on Form 8-A/A, is incorporated herein
by reference.
1.3 Amendment No. 2 to Rights Agreement dated February 25, 1997 between
the Company and ChaseMellon Shareholder Services, L.L.C., filed on
February 28, 1997 as Exhibit 4.1 to the Company's Registration
Statement on Form 8-A/A, is incorporated herein by reference.
1.4 Amendment No. 3 to Rights Agreement dated January 20, 1998 between the
Company and ChaseMellon Shareholder Services, L.L.C., is filed
herewith.
2.1 Certificate of Designation, Preferences and Rights of Participating
Preferred Stock, filed on April 14, 1994 as Exhibit 2.1 to the
Company's Registration Statement on Form 8-A, is incorporated herein
by reference.
2.2 Certificate of Increase of Shares Designated as Participating
Preferred Stock, dated September 23, 1997, filed as Exhibit 2.2 to the
Company's Registration Statement on Form 8-A/A2, is incorporated
herein by reference.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this amended
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized.
Dated: January 23, 1998 INTERIM SERVICES INC.
By: /s/ John B. Smith
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John B. Smith, Esq.
Senior Vice President and
General Counsel
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AMENDMENT NO. 3 TO RIGHTS AGREEMENT
THIS AMENDMENT NO. 3, entered into as of the 20th day of January,
1998, by and among INTERIM SERVICES INC., a Delaware corporation (the
"Company"), and CHASEMELLON SHAREHOLDER SERVICES, L.L.C., a New York limited
liability company ("Chase" or the "Rights Agent"), amends that certain Rights
Agreement, dated March 17, 1994, entered into by the Company and Boatmen's
Trust Company (the "Rights Agreement").
R E C I T A L S
A. Pursuant to the Rights Agreement, the Company appointed Boatmen's
as the initial rights agent to act as agent for the Company and the holders
of the Rights in accordance with the terms and conditions of the Rights
Agreement.
B. The Company, Boatmen's Trust Company and Chase entered into that
certain Amendment No. 1 to Rights Agreement dated June 26, 1996 whereby the
Company removed Boatmen's as rights agent and appointed Chase as Successor
Rights Agent in accordance with the terms and conditions of said Rights
Agreement.
C. The Company and Chase entered into that certain Amendment No. 2
to Rights Agreement dated February 25, 1997, whereby certain additional
provisions of the Rights Agreement were amended.
D. The Company now wishes to increase the Purchase Price as
established in the Rights Agreement, as provided herein.
A G R E E M E N T
NOW, THEREFORE, in consideration of the mutual premises and
covenants contained herein and in the Rights Agreement, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Rights Agent hereby agree as follows:
Section 7(b) of the Rights Agreement is hereby amended by deleting
the "$98.00" amount in the second line of such Section and substituting in
place thereof the amount of "$150.00."
In all other respects, except as herein stated, the Rights Agreement,
as previously amended, shall remain in full force and effect.
This Amendment No. 3 may be executed in any number of counterparts,
each of which shall constitute an original, which such counterparts shall
together constitute but one and the same instrument. Capitalized terms not
defined herein shall, unless the context otherwise requires, have the
meanings assigned to such terms in the Rights Agreement, as amended. The
preamble and recitals hereto are hereby incorporated into this Amendment No.
3 and made a part hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 3 to Rights Agreement to be duly executed, effective as of the date first
above written.
INTERIM SERVICES INC. CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
By: /s/ John B. Smith By: /s/ Marilyn Spisak
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John B. Smith Marilyn Spisak
Secretary and General Counsel Vice President
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