<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 22, 1998
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INTERIM SERVICES INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 36-3536544
(State of incorporation) (IRS E.I.N.)
</TABLE>
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2050 SPECTRUM BOULEVARD
FORT LAUDERDALE, FL 33309, (954) 938-7600
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
--------------------------
JOHN B. SMITH, ESQ.
SENIOR VICE PRESIDENT
2050 SPECTRUM BOULEVARD
FORT LAUDERDALE, FL 33309
(954) 938-7600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
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<S> <C>
ANDREW HULSH, ESQ. EDWIN D. WILLIAMSON, ESQ.
BAKER & MCKENZIE SULLIVAN & CROMWELL
701 BRICKELL AVENUE, SUITE 1600 1701 PENNSYLVANIA AVE., N.W.
MIAMI, FL 33131 WASHINGTON, D.C. 20006
(305) 789-8985 (202) 956-7500
</TABLE>
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AS SOON AS POSSIBLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
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(Approximate date of commencement of proposed sale to the public)
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, pleas check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the followingbox
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ 333-50775
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / _____________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
--------------------------
CALCULATION OF ADDITIONAL REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF EACH CLASS PROPOSED MAXIMUM AMOUNT OF ADDITIONAL
OF SECURITIES TO BE REGISTERED AGGREGATE OFFERING PRICE(1)(2) REGISTRATION FEE(3)
<S> <C> <C>
% Convertible Subordinated Notes due , 2005............. $207,000,000 $10,177.00
Common Stock, par value $.01 per share (4)...................... -- None
</TABLE>
(1) Includes $27,000,000 principal amount of Notes subject to the Underwriters'
over-allotment option.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(o).
(3) A registration fee of $50,888.00 was paid in connection with the initial
filing of this registration statement on April 23, 1998.
(4) Such indeterminate number of shares as may be initially issuable upon
conversion of the Convertible Subordinated Notes.
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<PAGE>
EXPLANATORY NOTE
This registration statement is being filed pursuant to Rule 462(b) and
General Instruction IV of Form S-3 to register an additional $34,500,000
aggregate principal amount, of Interim Services Inc. (the "Registrant"), in
connection with the offering contemplated by that certain Registration Statement
on Form S-3 Registration No. 333-50775) (the "Initial Registration Statement")
of the Registrant. The Registrant hereby incorporates by reference the initial
Registration Statement herein in its entirety.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses to be incurred by the
Company in connection with the issuance and distribution of the Common Stock and
Notes being registered.
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<S> <C>
Securities and Exchange Commission registration fee............ $ 50,888
NASD filing fee................................................ 30,000
Accounting fees and expenses................................... 37,500
Legal Fees and expenses........................................ 80,000
Printing and Engraving expenses................................ 75,000
Blue Sky fees and expenses..................................... 1,000
Trustee's Fees and Expenses.................................... 3,000
Miscellaneous.................................................. 72,612
----------
Total...................................................... $ 350,000
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</TABLE>
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ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Amended and Restated Certificate of Incorporation and By-laws
provide that the Company shall indemnify its directors and officers and, upon
certain conditions and in certain circumstances, may advance expenses, to the
fullest extent permitted by the General Corporation Law of the State of Delaware
(the "GCL"), except that they do not permit indemnification or eliminate
liability for: (i) any breach of the duty of loyalty to the Company or its
shareholders; (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) an act or omission
expressly described in Section 174 of the GCL; or (iv) any transaction from
which the director derived an improper personal benefit. Generally, Section 145
of the GCL authorizes Delaware corporations, under certain circumstances, to
indemnify their officers and directors against all expenses and liabilities
(including attorneys' fees) incurred by them as a result of any suit brought
against them in their capacity as a director or an officer, if they acted in
good faith and in a manner they reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, if they had no reasonable cause to believe their conduct was
unlawful. A director or officer may also be indemnified against expenses
incurred in connection with a suit by or in the right of the corporation if such
director or officer acted in good faith and in a manner reasonably believed to
be in or not opposed to the best interests of the corporation, except that no
indemnification may be made without court approval if such person was adjudged
liable to the corporation. The foregoing provisions may reduce the likelihood of
derivative litigation against directors, officers and employees of the Company
and may discourage or deter shareholders or management from bringing a lawsuit
against directors and officers for breaches of their fiduciary duties, even
though such an action, if successful, might otherwise have benefited the Company
and its shareholders.
Additionally, the Underwriting Agreement provides that the Underwriter shall
indemnify each director of the Company, each officer of the Company who signed
this Registration Statement, and each person who controls the Company for
certain liabilities, including certain liabilities under the Securities Act of
1933, as amended.
II-1
<PAGE>
ITEM 16. EXHIBITS
(A) EXHIBITS
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<CAPTION>
EXHIBIT
NUMBER EXHIBIT NAME
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1.1 Form of Underwriting Agreement (2).
2.1 Agreement and Plan of Merger, filed as an Exhibit to the Company's Proxy
Statement/ Prospectus, dated April 24, 1996 and is incorporated herein by
reference.
4.1 Form of Stock Certificate, filed as Exhibit 4.3 to the Company's 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 Company and Boatmen's
Trust Company, filed as Exhibit 1.1 to the Company's Form 8-A filed 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 2.1 to the Company's Form 8- A
filed April 11, 1994, is incorporated herein by reference.
4.4 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 as
Exhibit 4.1(A) to the Company's Form 10-Q for the quarter ended September 27,
1996, is incorporated herein by reference.
4.5 Amendment No. 2 to Rights Agreement dated February 25, 1997 between the Company
and ChaseMellon Shareholder Services L.L.C., filed as Exhibit 4.1(B) to the
Company's Form 10-Q for the quarter ended March 28, 1997, is incorporated herein
by reference.
4.6 Articles Fourth, Fifth, Seventh, Eighth and Tenth of the Restated Certificate of
Incorporation of the Company, as amended September 12, 1996, filed as part of
Exhibit 4.4 to the Company's Form 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 Company, as amended, filed as part of Exhibit 4.2 to registrant's Form S- 3
filed September 16, 1996, are incorporated herein by reference.
4.8 Certificate of Increase of Shares Designated as Participating Preferred Stock,
filed as Exhibit 2.2 to the Corporation's Form 8-A/A2, dated November 3, 1997, is
incorporated herein by reference.
4.9 Form of Indenture including Form of Debenture (2).
5.1 Opinion of Baker & McKenzie (2).
12.1 Statement regarding computation of ratios (2).
23.1 Consent of Baker & McKenzie (included in Exhibit 5.1) (2).
23.2 Consent of Deloitte & Touche LLP (1).
24.1 Power of Attorney (included on Signature Page) (1).
25.1 Statement of eligibility of trustee on Form T-1 (2).
27.1 Financial Data Schedule, filed as Exhibit 27 to the Company's Form 10-Q for the
quarter ended March 27, 1998, is incorporated herein by reference.
</TABLE>
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(1) Previously filed.
(2) Filed herewith.
II-2
<PAGE>
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) For purposes of determining any liability under the Securities Act
of 1933, each filing of the Company's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offering therein,
and the offering of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof.
(2) To deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual report, to
security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule
14c-3 under the Securities Exchange Act of 1934; and, where interim
financial information required to be presented by Article 3 of Regulation
S-X is not set forth in the prospectus, to deliver, or cause to be delivered
to each person to whom the prospectus is sent or given, the latest quarterly
report that is specifically incorporated by reference in the prospectus to
provide such interim financial information.
(3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 Act and will be governed by the final
adjudication of such issue.
(4) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(5) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
(6) The undersigned registrant hereby undertakes to file an application
for the purpose of determining the eligibility of the trustee to act under
subsection (a) of section 310 of the Trust Indenture Act ("Act") in
accordance with the rules and regulations prescribed by the Commission under
section 305(b)2 of the Act.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this amendment to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Fort Lauderdale, state of Florida, on
the 21st day of May, 1998.
INTERIM SERVICES INC.
BY: /S/ RAYMOND MARCY
-----------------------------------------
Raymond Marcy
CHAIRMAN, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ------------------------------ --------------------------- -------------------
* Director
- ------------------------------ May 21, 1998
Steven S. Elbaum
* Director
- ------------------------------ May 21, 1998
William F. Evans
* Director
- ------------------------------ May 21, 1998
Jerome B. Grossman
* Director
- ------------------------------ May 21, 1998
Cinda A. Hallman
* Director
- ------------------------------ May 21, 1998
J. Ian Morrison
* Director
- ------------------------------ May 21, 1998
A. Michael Victory
Chairman, President and
/s/ RAYMOND MARCY Chief Executive Officer
- ------------------------------ (principal executive May 21, 1998
Raymond Marcy officer)
Executive Vice President
* and Chief Financial
- ------------------------------ Officer (principal May 21, 1998
Roy G. Krause financial officer)
* Vice President--Finance
- ------------------------------ (principal accounting May 21, 1998
Mark W. Smith officer)
*By: /s/ RAYMOND MARCY
-------------------------
Raymond Marcy
ATTORNEY-IN-FACT
II-4
<PAGE>
EXHIBIT INDEX
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Exhibit Description Page Number
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5.1 Opinion of Baker & McKenzie as to validity
of the Notes being registered
23.1 Consent of Baker & McKenzie, (included in the
opinion filed as Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
</TABLE>
<PAGE>
[BAKER & MCKENZIE LETTERHEAD]
May 21, 1998
Interim Services Inc.
2050 Spectrum Boulevard
Fort Lauderdale, FL 33309
Gentlemen:
Interim Services Inc., a Delaware corporation (the "Company"), has filed
with the Securities and Exchange Commission a Registration Statement on Form S-3
(the "Registration Statement") in accordance with Rule 462(b) under the
Securities Act of 1933, as amended (the "Act"). Such Registration Statement
relates to the sale by the Company of up to an additional $30,000,000 aggregate
principal amount of Convertible Subordinated Notes due 2005 (the "Notes"), and
up to an additional $4,500,000 aggregate principal amount of Notes upon the
exercise of the underwriters' over-allotment option. This Registration Statement
was filed for the purpose of increasing the number of Notes registered in
connection with the offering by the Company pursuant to an initial Registration
Statement (Registration No. 333-50775) (the "Initial Registration Statement") of
$150,000,000 aggregate principal amount of Convertible Subordinated Notes due
2005 (the "Notes"), and up to an additional $22,500,000 aggregate principal
amount of Notes upon the exercise of the underwriters' over-allotment option. We
have acted as counsel to the Company in connection with the preparation and
filing of the Registration Statement.
In connection with the Registration Statement, we have examined,
considered and relied upon copies of the following documents (collectively, the
"Documents"): (i) the Company's Certificate of Incorporation, as amended, and
the bylaws, as amended; (ii) resolutions of the Company's Board of Directors
authorizing the offering and the issuance of the Common Stock to be sold by the
Company and related matters; (iii) the Initial Registration Statement and
schedules and exhibits thereto; (iv) the Registration Statement and schedules
and exhibits thereto; and (v) such other documents and instruments that we have
deemed necessary for the expression of the opinions herein contained. In making
the foregoing examinations, we have assumed without investigation, the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, the conformity to authentic original documents of all documents
submitted to us as copies, and the veracity of the documents. As to various
questions of fact material to the opinion expressed below, we have relied, to
the extent we deemed reasonably appropriate, upon the representations or
certificates of officers and/or directors of the Company and upon documents,
records and instruments furnished to us by the Company, without independently
verifying the accuracy of such certificates, documents, records or instruments.
Based upon the foregoing examination, and subject to the qualifications
set forth below, we are of the opinion that: (i) the Notes have been duly and
validly authorized and, when issued and delivered in accordance with the terms
of the Underwriting Agreement and the Indenture filed as Exhibits 1.1 and 4.9,
respectively, to the Initial Registration Statement, will be validly issued and
binding obligations of the Company, enforceable in accordance with their terms,
subject, as to enforcement, to bankruptcy, insolvency, reorganization and other
laws of general applicability relating to or affecting creditors' rights and to
general equity principles; and (ii) the Common Stock which may be issued by the
Company upon conversion of the Notes in accordance therewith has been duly and
validly authorized, and when issued and delivered in exchange for the Notes as
described in the Registration Statement, will be validly issued, fully paid and
non-assessable.
Although we have acted as counsel to the Company in connection with the
preparation and filing of the Registration Statement, our engagement has been
limited to certain matters about which we have been consulted. Consequently,
there may exist matters of a legal nature involving the Company in which we have
not been consulted and have not represented the Company. We express no opinion
as to the laws of any jurisdiction other than the General Corporation Law of the
State of Delaware and the laws of the
<PAGE>
States of Florida and New York. The opinions expressed herein concern only the
effect of the laws (excluding the principles of conflict of laws) of the General
Corporation Law of the State of Delaware and the States of Florida and New York
as currently in effect. This opinion letter is limited to the matters stated
herein and no opinions may be implied or inferred beyond the matters expressly
stated herein. The opinions expressed herein are given as of this date, and we
assume no obligation to update or supplement our opinions to reflect any facts
or circumstances that may come to our attention or any change in law that may
occur or become effective at a later date.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the caption "Legal
Matters" in the prospectus comprising a part of the Registration Statement. In
giving such consent, we do not thereby admit that we are included within the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations promulgated thereunder.
Sincerely,
BAKER & MCKENZIE
By: /s/ ANDREW HULSH
-------------------------------
Andrew Hulsh
<PAGE>
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Interim Services Inc. on Form S-3 of our report dated February 5, 1998,
included and incorporated by reference in the Annual Report on Form 10-K of
Interim Services Inc. for the year ended December 26, 1997.
/s/ DELOITTE & TOUCHE LLP
Fort Lauderdale, Florida
May 21, 1998
