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As filed with the Securities and Exchange Commission on January 6, 1998.
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
INTERIM SERVICES INC.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 36-3536544
- ---------------------------- ---------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
INTERIM SERVICES INC.
1997 STOCK OPTION PLAN FOR
EMPLOYEES OF MICHAEL PAGE GROUP PLC
-----------------------------------
(Full title of plans)
John B. Smith, Esq., Senior Vice President
Interim Services Inc.
2050 Spectrum Boulevard
Ft. Lauderdale, Florida 33309
------------------------------------------
(Name and address for agent of service)
(954) 938-7600
---------------------------------
(Telephone number, including area
code, for agent of service)
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed Amount
Securities Amount maximum maximum of
to be to be offering price aggregate registration
registered registered(1) per share (2) offering price fee
- -------------------------------------------------------------------------------
Common Stock, 500,000 $24.375 $12,187,500 $3,595.31
par value $.01
per share
- -------------------------------------------------------------------------------
_________________________
1/ Includes such additional indeterminate number of shares as may be
issuable pursuant to applicable antidilution provisions. Also covers
Preferred Stock Purchase Rights which are attached to the Common Stock and
for which no separate registration fee is required.
2/ Calculated in accordance with the provisions of Rule 457(c) using the
average of the high and low sales price of the Registrant's Common Stock as
reported on the New York Stock Exchange on December 29, 1997.
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(A) PROSPECTUS
Item 1. PLAN INFORMATION.
Information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this registration statement in
accordance with Rule 428 under the Securities Act of 1933, as amended
("Securities Act"), and the Note to Part I of Form S-8.
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this registration statement in
accordance with Rule 428 under the Securities Act and the Note to Part I of
Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which previously have been filed by
Interim Services Inc. (the "Corporation") with the Securities and Exchange
Commission ("Commission"), are incorporated herein by reference and made a
part hereof:
(a) The Corporation's Annual Report on Form 10-K for the
fiscal year ended December 27, 1996;
(b) The Corporation's Quarterly Reports on Form 10-Q for
the quarters ended March 28, 1997, June 27, 1997 and September
26, 1997;
(c) The Corporation's Current Report on Form 8-K and Form
8-K/A filed with the Commission on May 5, 1997 and May 9, 1997,
respectively;
(d) The Corporation's Current Report on Form 8-K filed
with the Commission on July 11, 1997;
(e) The Corporation's Current Report on Form 8-K filed
with the Commission on August 12, 1997;
(f) The Corporation's Current Report on Form 8-K filed
with the Commission on October 14, 1997; and
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(g) The description of the Common Stock of the Corporation
(the "Common Stock") contained in the Corporation's Registration
Statement on Form S-1 (Registration No. 33-71338), effective
January 27, 1994, the Corporation's Registration Statement on
Form 8-A (Commission File No. 0-23198), effective January 27,
1994, and any amendment or report filed for the purpose of
updating such description.
All reports and other documents filed by the Corporation pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended ("Exchange Act"), subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment hereto which indicates
that all securities offered hereunder have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.
For purposes of this Registration Statement, any statement contained
in a document incorporated or deemed to be incorporated herein by reference
shall be deemed to be modified or superseded to the extent that a statement
contained herein or in any other subsequently filed comment which also is or is
deemed to be incorporated herein by reference modifies or supersedes such
statement in such document. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered is registered under Section 12
of the Exchange Act. Therefore, a description of the Common Stock required by
Item 202 of Regulation S-K is not required.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware Corporation Law provides as follows:
"INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS;
INSURANCE
"(a) A corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best
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interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not,
of itself, create a presumption that the person did not act in good faith and
in a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
"(b) A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him
in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
"(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
"(d) Any indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in
subsections (a) and (b). Such determination shall be made (1) by a majority
vote of the directors who are not parties to such action, suit or proceeding,
even though less than a quorum, or (2) if there are no such directors, or if
such directors so direct, by independent legal counsel in a written opinion,
or (3) by the stockholders.
"(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative, or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount
if it shall ultimately be determined that he is not entitled to be
indemnified by the corporation as authorized in this section. Such expenses
(including attorneys' fees) incurred by other employees and agents may be so
paid upon such terms and conditions, if any, as the board of directors deems
appropriate.
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"(f) The indemnification and advancement of expenses provided by,
or granted pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking indemnification
or advancement of expenses may be entitled under any by law, agreement, vote
of stockholders or disinterested directors or otherwise, both as to action in
his official capacity and as to action in another capacity while holding such
office.
"(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out
of his status as such, whether or not the corporation would have the power to
indemnify him against such liability under this section.
"(h) For purposes of this section, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and
employees or agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was serving at
the request of such constituent corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under this section with respect
to the resulting or surviving corporation as he would have with respect to
such constituent corporation if its separate existence had continued.
"(i) For purposes of this section, references to "other
enterprises" shall include employee benefit plans; references to "fines"
shall include any excise taxes assessed on a person with respect to an
employee benefit plan; and references to "serving at the request of the
corporation" shall include any service as a director, officer, employee or
agent of the corporation which imposes duties on, or involves services by,
such director, officer, employee, or agent with respect to an employee
benefit plan, its participants or beneficiaries; and a person who acted in
good faith and in a manner he reasonably believed to be in the interest of
the participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner "not opposed to the best interests of the
corporation" as referred to in this section.
"(j) The indemnification and advancement of expenses provided by,
or granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of a person.
"(k) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of expenses or
indemnification brought under this section or under any bylaw, agreement,
vote of stockholders or disinterested directors, or otherwise the Court of
Chancery may summarily determine a corporation's obligation to advance
expenses (including attorneys' fees)."
The officers and directors are indemnified pursuant to specific
provisions of the Corporation's Amended and Restated Certificate of
Incorporation and Bylaws to the fullest extent
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permissible under the law, subject to specific limitations imposed, and,
further, with the basic intent of not granting any indemnity in contravention
of the laws of the State of Delaware or of the United States of America,
whether as a matter of public policy or pursuant to statutory provisions.
Indemnification granted each officer and director covers expenses
incurred or paid by such officer or director in connection with any claim,
action, suit or proceeding, or judgment or order. Such indemnification
excludes, however, any amounts paid or payable by such officer or director to
the Corporation unless (and only to the extent that) the Court of Chancery or
the court in which the related action was brought, shall determine that,
despite the adjudication of liability but in view of all the circumstances of
the case, such officer or director is fairly and reasonably entitled to
indemnity for amounts the Court of Chancery or such other court shall deem
proper.
Pursuant to the Corporation's Amended and Restated Certificate of
Incorporation, no director or shareholder of the Corporation shall be
personally liable to the Corporation or its shareholders for monetary damages
for any breach of fiduciary duty as a director. The Certificate further
provides, however, that a director shall be liable to the extent provided by
applicable law (i) for any breach of the director's duty of loyalty to the
Corporation or its shareholders; (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law; (iii)
pursuant to Section 174 of the General Corporation Law of the State of
Delaware; or (iv) for any transaction from which such director derived an
improper personal benefit. No amendment or repeal of this provision in the
Certificate may adversely affect any right or protection of any director of
the Corporation existing at the time of such amendment or repeal for or with
respect to any acts or omissions of such director occurring prior to such
amendment or repeal.
The Corporation may purchase and maintain, and currently does so
maintain, insurance on behalf of its directors and officers against liability
asserted against any of them and incurred by them in such capacity, or
arising out of their status as such.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
Exhibit No. Description
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 filed
April 14, 1994, is incorporated herein by reference.
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4.3 Amendment No. 1 to Rights Agreement dated June 26,
1996 between the Corporation, Boatmen's Trust
Company, and ChaseMellon 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, is incorporated herein by
reference.
4.4 Amendment No. 2 to Rights Agreement dated February
25, 1997 between the Corporation and ChaseMellon
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.
4.5 Certificate of Designation, Preferences and Rights
filed with the Secretary of State of the State of
Delaware, filed as Exhibit 2.1 to the Corporation's
Form 8-A dated April 11, 1994, is incorporated
herein by reference.
4.6 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.
4.7 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 Form 10-K for the fiscal year ended
December 27, 1996, are incorporated herein by
reference.
4.8 Sections Four through Twelve and Thirty-five through
Forty-one of the Bylaws of the Corporation, filed as
part of Exhibit 4.2 to 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 legality of
securities being registered).
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel (included in Exhibit 5.1 hereto).
24.1 Power of Attorney (included on signature page).
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Item 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement;
provided however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities 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
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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
Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 6th
day of January, 1998.
INTERIM SERVICES INC.
By \s\ Raymond Marcy
----------------------------------
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.
<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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Raymond Marcy President, Chief January 6, 1998
- ------------------------------- Executive Officer and Director
Raymond Marcy
/s/ Roy G. Krause Executive Vice President January 6, 1998
- ------------------------------- and Chief Financial Officer
Roy G. Krause
/s/ Mark Smith Vice President - Finance January 6, 1998
- ------------------------------- and Chief Accounting Officer
Mark Smith
/s/ Steven S. Elbaum Director January 6, 1998
- -------------------------------
Steven S. Elbaum
/s/ William F. Evans Director January 6, 1998
- -------------------------------
William F. Evans
/s/ Jerome B. Grossman Director January 6, 1998
- -------------------------------
Jerome B. Grossman
/s/ Cinda A. Hallman Director January 6, 1998
- -------------------------------
Cinda A. Hallman
/s/ J. Ian Morrison Director January 6, 1998
- -------------------------------
J. Ian Morrison
/s/ A. Michael Victory Director January 6, 1998
- -------------------------------
A. Michael Victory
</TABLE>
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description
5.1 Opinion of Counsel (relating to legality of securities
being registered).
23.1 Consent of Independent Accountants.
<PAGE>
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
January 6, 1998
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 500,000 shares of the Corporation's common stock par value $.01 per share,
(the "Common Stock") issuable under the 1997 Stock Option Plan for Employees of
Michael Page Group PLC (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
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITOR'S 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
Fort Lauderdale, Florida
January 5, 1998
