INTERIM SERVICES INC
8-K, 1998-06-05
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                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20552
                    --------------------------------------------
                                          
                                      FORM 8-K
                                   CURRENT REPORT
                       PURSUANT TO SECTION 13 or 15(d) OF THE
                          SECURITIES EXCHANGE ACT OF 1934
                                          
                    --------------------------------------------




        Date of Report (Date of earliest event reported):  June 5, 1997



                               INTERIM SERVICES INC.
                (Exact name of registrant as specified in its charter)



       DELAWARE                     0-23198                   36-3536544
(State or other jurisdiction      (Commission               (IRS Employer
     of incorporation)            File Number)            Identification no.)



                               2050 SPECTRUM BOULEVARD
                         FORT LAUDERDALE, FLORIDA 33309-3008
                                    (954) 938-7600
                  (Address, including zip code, and telephone number
                           of principal executive offices)
                                           


                                  Not Applicable
- --------------------------------------------------------------------------------
            (Former name or former address, if changed since last report)

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ITEM 5.  Other Events

     On May 7, 1998, the stockholders of Registrant approved an amendment to the
Restated Certificate of Incorporation of the Registrant amending ARTICLE FOURTH
of the Restated Certificate of Incorporation (the "Amendment") to increase the
authorized number of shares of Common Stock, par value $0.01 per share, from
50,000,000 to 100,000,000 in order to provide the Company flexibility to meet
future needs for unreserved Common Stock. The Amendment was filed with the
Secretary of State of the State of Delaware on May 18, 1998. The full text of
the Amendment is attached to this Form as Exhibit 3.2


     (c)  EXHIBITS.

          The following exhibits are filed with this report:

     Number         Description


      3.2           Amendment to the Restated Certificate of Incorporation of
                    the Registrant







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                                      SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                  INTERIM SERVICES INC.



DATE: June 5, 1998                By:  /s/ John B. Smith     
                                       ----------------------------
                                       John B. Smith, Esq.
                                       Senior Vice President and 
                                       General Counsel



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                                    EXHIBIT INDEX


   3.2         Amendment to the Restated Certificate of Incorporation of the
               Registrant




<PAGE>

                                                                     EXHIBIT 3.2

                   CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE
                      OF INCORPORATION OF INTERIM SERVICES INC.

FIRST: 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:

     1.   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 102,500,000 divided into two classes as follows:
 
           (i) 100,000,000 shares of a class designated Common Stock,
               with a par value of $0.01 per share; and
 
     2.   The remainder of the Restated Certificate of Incorporation of Interim
Services Inc. is hereby ratified and remains in full force and effect.

SECOND: The Amendment to the Restated Certificate of Incorporation of the
Corporation set forth in this Certificate of Amendment has 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
Amendment 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 Amendment by vote of the holders of a
majority of the outstanding stock entitled to vote thereon at the Annual Meeting
of the Stockholders called and held upon notice in accordance with Section 222
of the DGCL.

IN WITNESS  WHEREOF, the Corporation has caused this Certificate of Amendment to
be signed by Robert Livonius, its Executive Vice President and Chief Operating
Officer, and attested by John B. Smith, its Secretary this 15th day of May,
1998.


                              INTERIM SERVICES INC.

                              By: /s/ Robert E. Livonius
                                 ----------------------------------
                                 Robert E. Livonius
                                 Executive Vice President and
                                 Chief Operating Officer

ATTEST:

 /s/ John B. Smith
- ----------------------------
John B. Smith
Secretary







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