<PAGE> 1
As filed with the Securities and Exchange
Commission on August 9, 1999 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 issuer as specified in its charter)
Delaware 36-3536544
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2050 Spectrum Boulevard
Fort Lauderdale, Florida 33309-3799
(Address of Principal Executive Offices) (Zip Code)
----------
NORRELL CORPORATION 401(k) RETIREMENT SAVINGS PLAN
NORRELL CORPORATION EMPLOYEE STOCK PURCHASE PLAN
NORRELL CORPORATION NONQUALIFIED DEFERRED COMPENSATION PLAN
NORRELL CORPORATION 1994 STOCK INCENTIVE PLAN
NORRELL CORPORATION 1991 STOCK OPTION PLAN
COMTEX INFORMATION SYSTEMS, INC. STOCK OPTION PLAN
(Full titles of the Plans)
----------
LISA G. IGLESIAS, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
Interim Services Inc.
2050 Spectrum Boulevard
Fort Lauderdale, Florida 33309-3799
(954) 938-7600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
Proposed Proposed maximum
Title of securities Amount to be maximum aggregate Amount of
to be registered registered offering price offering price registration
per share fee
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock $0.01 par value 27,000(1) $20.5934(2) $556,021.80 $ 154.57
- ------------------------------------------------------------------------------------------------------------------------
Common Stock $0.01 par value 36,000(3) $12.597(4) $453,492 $ 126.07
- ------------------------------------------------------------------------------------------------------------------------
Common Stock $0.01 par value 45,000(5) $20.5934(6) $926,703 $ 257.62
- ------------------------------------------------------------------------------------------------------------------------
Common Stock $0.01 par value 1,956,399(7) $16.642(8) $32,558,392 $9,051.23
- ------------------------------------------------------------------------------------------------------------------------
TOTAL 2,064,399 $9,589.49
========================================================================================================================
</TABLE>
- ----------
(1) Represents shares available for acquisition under the Norrell Corporation
401(k) Retirement Savings Plan.
(2) Calculated pursuant to Rule 457(e) and (h) on the basis of the average of
the high and low prices of the Common Stock on the New York Stock Exchange on
August 4, 1999.
(3) Represents shares subject to outstanding options under the Norrell
Corporation Employee Stock Purchase Plan.
(4) Calculated pursuant to Rule 457(h) based on the maximum exercise price.
(5) Represents shares available for grant of options under the Norrell
Corporation Nonqualified Deferred Compensation Plan.
(6) Calculated pursuant to Rule 457(e) and (h) on the basis of the average of
the high and low prices of the Common Stock on the New York Stock Exchange on
August 4, 1999.
(7) Represents shares subject to outstanding options under the Norrell
Corporation 1994 Stock Incentive Plan, the Norrell Corporation 1991 Stock Option
Plan, the Norrell Corporation Nonqualified Deferred Compensation Plan and the
Comtex Information Systems, Inc. Stock Option Plan.
(8) Calculated pursuant to Rule 457(h) based on the weighted average exercise
price.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Interim Services Inc. (the "Corporation") hereby incorporates by
reference into this Registration Statement the following documents:
(a) The Corporation's Annual Report on Form 10-K for the fiscal
year ended December 25, 1998.
(b) All other reports filed with the Commission pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), since December 25, 1998.
(c) The Annual Report on Form 11-K of the Norrell Corporation
401(k) Retirement Savings (the "Savings Plan") for the plan
year ended December 31, 1998.
(d) 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 24,
1994, and any amendment or report filed for the purposes of
updating such description.
All documents subsequently filed by the Corporation or the Savings Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities have
been sold or which deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Inapplicable.
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 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.
II-1
<PAGE> 3
(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 present or former director or officer 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, such person shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person 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 present or
former 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, with respect to a person who is a
director or officer at the time of such determination, (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) by a committee of such directors designated by
majority vote of such directors, even though less than a quorum, or (3) if there
are no such directors, or if such directors so direct, by independent legal
counsel in a written opinion, or (4) 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 such person is not entitled to be
indemnified by the corporation as authorized in this section. Such expenses
(including attorneys' fees) incurred by former directors and officers or other
employees and agents may be so paid upon such terms and conditions, if any, as
the corporation deems appropriate.
(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 such
person's 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 such
person and incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the corporation would have the power to
indemnify such person 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
II-2
<PAGE> 4
position under this section with respect to the resulting or surviving
corporation as such person 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 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.
Inapplicable.
II-3
<PAGE> 5
ITEM 8. EXHIBITS.
The following exhibits are filed with or incorporated by reference into
this Registration Statement pursuant to Item 601 of Regulation S-K:
EXHIBIT NO. DESCRIPTION
- ----------- -----------
5 Opinion of Mazursky & Dunaway, LLP.
23.1 Consent of Mazursky & Dunaway, LLP (included in Exhibit 5).
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Arthur Andersen LLP.
24 Power of Attorney (see signature pages to this Registration
Statement).
The Corporation will or has submitted the Norrell Corporation 401(k)
Retirement Savings Plan and any amendment thereto to the Internal Revenue
Service ("IRS") in a timely manner, and has made or will make all changes
required by the IRS in order to qualify the plan.
ITEM 9. UNDERTAKINGS.
(a) The Corporation 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 of
1933 (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 Corporation pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the 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.
II-4
<PAGE> 6
(b) The Corporation hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Corporation's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Exchange Act) that is incorporated by reference
in the 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 Corporation pursuant to the foregoing provisions, or otherwise, the
Corporation 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 Corporation of expenses
incurred or paid by a director, officer or controlling person of the Corporation
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 Corporation 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.
II-5
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act, the Corporation
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fort Lauderdale, State of Florida, on this 4th day of
August, 1999.
INTERIM SERVICES INC.
By: /s/ Raymond Marcy
-----------------------------------------------
Raymond Marcy
Chairman, 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 and Roy G. Krause, or either
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 other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
required or 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 his substitute, could
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
indicated below on the 4th day of August, 1999:
<TABLE>
<S> <C>
/s/ Raymond Marcy Chairman, President, Chief Executive Officer
- --------------------------------------- and Director (principal executive officer)
Raymond Marcy
/s/ Roy G. Krause Executive Vice President and
- --------------------------------------- Chief Financial Officer (principal financial officer)
Roy G. Krause
/s/ Mark W. Smith Vice President - Finance (principal accounting officer)
- ---------------------------------------
Mark W. Smith
/s/ Steven S. Elbaum Director
- ---------------------------------------
Steven S. Elbaum
</TABLE>
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
II-6
<PAGE> 8
<TABLE>
<S> <C>
/s/ William F. Evans Director
- ---------------------------------------
William F. Evans
/s/ Jerome B. Grossman Director
- ---------------------------------------
Jerome B. Grossman
/s/ Cinda A. Hallman Director
- ---------------------------------------
Cinda A. Hallman
/s/ Guy W. Millner Director
- ---------------------------------------
Guy W. Millner
/s/ J. Ian Morrison Director
- ---------------------------------------
J. Ian Morrison
/s/ A. Michael Victory Director
- ---------------------------------------
A. Michael Victory
</TABLE>
II-7
<PAGE> 9
Pursuant to the requirements of the Securities Act, the persons who
administer the Norrell Corporation 401(k) Retirement Savings Plan have duly
caused this registration statement to be signed on their behalf by the
undersigned, thereunto duly authorized, in the City of Atlanta, State of
Georgia, on this 4th day of August, 1999.
NORRELL CORPORATION 401(k) RETIREMENT
SAVINGS PLAN
/s/ Michael L. Smith
--------------------------------
Michael L. Smith
Member, Administrative Committee
II-8
<PAGE> 10
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
5 Opinion of Mazursky & Dunaway, LLP
23.1 Consent of Mazursky & Dunaway, LLP (included in
Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Arthur Andersen LLP
24 Power of Attorney (included as part of
signature page)
II-9
<PAGE> 1
EXHIBIT 5
OPINION OF MAZURSKY & DUNAWAY, LLP
August 5, 1999
Interim Services Inc.
2050 Spectrum Boulevard
Fort Lauderdale, Florida 33309-3799
Ladies and Gentlemen:
We have acted as counsel to Interim Services Inc. (the "Corporation") in
connection with the Registration Statement on Form S-8 to be filed with the
Securities and Exchange Commission (the "Registration Statement") relating to
registration under the Securities Act of 1933, as amended, of 2,064,399 shares
of the Corporation's Common Stock, $0.01 par value, authorized for issuance
under the Norrell Corporation 401(k) Retirement Savings Plan, Norrell
Corporation Employee Stock Purchase Plan, Norrell Corporation Nonqualified
Deferred Compensation Plan, Norrell Corporation 1994 Stock Incentive Plan,
Norrell Corporation 1991 Stock Option Plan, and Comtex Information Systems, Inc.
Stock Option Plan (the "Plans"). The shares of Common Stock to be registered
under the Registration Statement are hereinafter referred to as the "Shares."
In connection with the opinion expressed below, we have made such factual
inquiries and examined such questions of law as we have considered necessary or
appropriate for the purposes of such opinion.
It is our opinion that, when issued and sold in the manner described in the
Plans, the Shares will be legally and validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Mazursky & Dunaway, LLP
MAZURSKY & DUNAWAY, LLP
II-10
<PAGE> 1
EXHIBIT 23.2
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 4, 1999,
appearing in the Annual Report on Form 10-K of Interim Services Inc. for the
year ended December 25, 1998.
/s/ Deloitte & Touche LLP
Fort Lauderdale, Florida
August 3, 1999
II-11
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated June 29, 1999
included in Norrell Corporation's Form 11-K for the year ended December 31,
1998.
/s/ Arthur Andersen LLP
Atlanta, Georgia
August 9, 1999
II-12
