<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 2, 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 registrant as specified in its charter)
DELAWARE 36-3536544
- --------------------------------- ----------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification number)
2050 SPECTRUM BOULEVARD, FORT LAUDERDALE FLORIDA 33309-3799
- ------------------------------------------------ ----------
(Address of principal executive offices) (Zip Code)
INTERIM SERVICES INC. AMENDED AND RESTATED 1998 STOCK INCENTIVE PLAN
(Full Title of the Plan)
LISA IGLESIAS, ESQ.
VICE-PRESIDENT AND GENERAL COUNSEL
INTERIM SERVICES INC.
2050 SPECTRUM BOULEVARD
FORT LAUDERDALE, FLORIDA 33309-3799
(Name and address of agent for service)
(954) 938-7600
(Telephone number, including area code, of agent for service)
Copies of communications to:
ANDREW HULSH, ESQ.
BAKER & MCKENZIE
1200 BRICKELL AVENUE, 19TH FLOOR
MIAMI, FLORIDA 33131
------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities To be Price Offering Registration
to be Registered Registered (1) Per Share(2) Price(1)(2) Fee(1)(2)
- ---------------- -------------- ------------- ------------ -------------
<S> <C> <C> <C> <C>
Common Stock, 2,200,000 Shares $18.25 $40,562,500 $10,708.50
$0.01 par value
====================================================================================================================
</TABLE>
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this
Registration Statement covers such additional number of shares of Common
Stock that may be issuable pursuant to applicable anti-dilution provisions.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and 457(h) under the Securities Act of 1933, as
amended, using the average of the high and low price of the Registrant's
Common Stock as reported on the New York Stock Exchange on November 29,
1999.
<PAGE> 2
PART II.
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated into this Registration Statement by
reference:
(1) The registrant's latest Annual Report on Form 10-K for the fiscal
year ended December 25, 1998 (the "Annual Report"), filed with the Securities
and Exchange Commission (the "Commission") pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");
(2) All other reports filed with the Commission by the registrant
pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the
registrant's fiscal year covered by the Annual Report referred to in (1), above;
and
(3) A description of the registrant's Common Stock, par value $.01 per
share (the "Common Stock"), and related matters included in the registrant's
Registration Statement on Form 8-A (Commission File No. 0-23198) effective
January 24, 1994, and any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered by this
Registration Statement have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated herein by reference modifies or supersedes such
statement. Any such 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.
Not Applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of Delaware (the "DGCL")
provides that a Delaware 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 such corporation) by
reason of the fact that any such person is or was a director, officer, employee
or agent of such corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of such corporation, or is
or was serving at the request of the corporation as a director, officer,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise. The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided that such officer or director acted in good faith and in a
manner such person 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 or her conduct was unlawful.
A Delaware corporation may indemnify officers and directors against expenses
(including attorneys' fees) in connection with the defense or
<PAGE> 3
settlement of an action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer of director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him or
her against the expenses (including attorneys' fees) which such officer or
director actually and reasonably incurred. The foregoing description is
qualified in its entirety by reference to the more detailed provisions of
Section 145 of the DGCL.
Section 102 of the DGCL allows a Delaware corporation to eliminate or
limit the personal liability of a director to the corporation or to any of its
stockholders for monetary damage for a breach of fiduciary duty as a director,
except in the case where the director (i) breaches such person's duty of loyalty
to the corporation or its stockholders, (ii) fails to act in good faith, engages
in intentional misconduct or knowingly violates a law, (iii) authorizes the
payment of a dividend or approves a stock purchase or redemption in violation of
Section 174 of the DGCL or (iv) obtains an improper personal benefit.
The officers and directors are indemnified pursuant to specific
provisions of the Registrant'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
Registrant 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 of director is fairly and reasonably entitled to indemnity for amounts
the Court of Chancery or such other court shall deem proper.
Pursuant to the Registrant's Amended and Restated Certificate of
Incorporation, no director or shareholder of the Registrant shall be personally
liable to the Registrant 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 Registrant 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 Registrant 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 Registrant 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.
The following is a complete list of exhibits filed as a part of this
Registration Statement and which are incorporated herein.
EXHIBIT NO. EXHIBIT
- ----------- -------
4.1 Interim Services Inc. Amended and Restated 1998 Stock Incentive
Plan.
4.2 Form of Stock Certificate, filed as Exhibit 4.3 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 27, 1996, is incorporated herein by reference.
II-2
<PAGE> 4
4.3 Rights Agreement dated as of March 17, 1994, between the
Registrant and Boatmen's Trust Company, filed as Exhibit 4.1 to
the Registrant's Form 8-A filed April 14, 1994, is incorporated
herein by reference.
4.4 Amendment No. 1 to Rights Agreement dated June 26, 1996 between
the Registrant, Boatmen's Trust Company and ChaseMellon
Shareholder Services L.L.C., filed as Exhibit 4.1(A) to the
Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 27, 1996, is incorporated herein by reference.
4.5 Amendment No. 2 to Rights Agreement dated February 25, 1997
between the Registrant and ChaseMellon Shareholder Services
L.L.C., filed as Exhibit 4.1(B) to the Registrant's Quarterly
Report on Form 10-Q for the fiscal quarter ended March 28, 1997,
is incorporated herein by reference.
4.6 Certificate of Designation, Preferences and rights filed with the
Secretary of State of the State of Delaware, filed as Exhibit 2.1
to the Registrant's Form 8-A dated April 11, 1994, is
incorporated herein by reference.
4.7 Certificate of Increase of Shares Designated as Participating
Preferred Stock, filed as Exhibit 2.2 to the Registrant's Form
8-A/A2, dated November 3, 1997, is incorporated herein by
reference.
4.8 Articles Fourth, Fifth, Seventh, Eight and Tenth of the Restated
Certificate of Incorporation of the Registrant, filed as part of
Exhibit 4.4 to the Registrant's Form 10-K for the fiscal year
ended December 27, 1996, are incorporated herein by reference.
4.9 Sections Four through Twelve and Thirty-five through Forty-one of
the Bylaws of the Registrant, filed as part of Exhibit 4.2 to
Amendment No. 1 to the Registrant's Form S-3 filed September 16,
1996, are incorporated herein by reference.
5.1 Opinion of Baker & McKenzie, regarding legality of the securities
covered by this Registration Statement.
23.1 Consent of Baker & McKenzie, counsel for the registrant, to the
use of its opinion with respect to the legality of the securities
covered by this Registration Statement and to the references to
such counsel in this Registration Statement (contained in Exhibit
5.1 to this Registration Statement).
23.2 Consent of Deloitte & Touche LLP, independent Certified Public
Accountants.
24.1 Power of Attorney (included on signature page).
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 of 1933 (the "Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this 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 this
Registration Statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed
II-3
<PAGE> 5
with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement.
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in the
registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) shall 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 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 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 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 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.
II-4
<PAGE> 6
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
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 November 30,
1999.
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, Lisa Iglesias and Roy G.
Krause, 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.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
<S> <C> <C>
/s/ RAYMOND MARCY President, Chief Executive Officer, and November 30, 1999
------------------------------ Director
Raymond Marcy
/s/ ROY G. KRAUSE Executive Vice President and Chief November 30, 1999
------------------------------ Financial Officer
Roy G. Krause
/s/ MARK W. SMITH Vice President - Finance November 30, 1999
------------------------------
Mark W. Smith
/s/ STEVEN S. ELBAUM Director November 30, 1999
------------------------------
Steven S. Elbaum
/s/ WILLIAM F. EVANS Director November 30, 1999
------------------------------
William F. Evans
/s/ JEROME B. GROSSMAN Director November 30, 1999
------------------------------
Jerome B. Grossman
/s/ CINDA A. HALLMAN Director November 30, 1999
------------------------------
Cinda A. Hallman
/s/ GUY W. MILLNER Director November 30, 1999
------------------------------
Guy W. Millner
/s/ IAN MORRISON Director November 30, 1999
------------------------------
Ian Morrison
/s/ A. MICHAEL VICTORY Director November 30, 1999
------------------------------
A. Michael Victory
</TABLE>
II-5
<PAGE> 7
EXHIBIT INDEX
The following is a complete list of exhibits filed as a part of this
Registration Statement and which are incorporated herein.
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT PAGE
- ----------- ------- ----
<S> <C> <C>
4.1 Interim Services Inc. Amended and Restated 1998 Stock
Incentive Plan
4.2 Form of Stock Certificate, filed as Exhibit 4.3 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 27, 1996, is incorporated herein by reference.
4.3 Rights Agreement dated as of March 17, 1994, between the
Registrant and Boatmen's Trust Company, filed as Exhibit 4.1
to the Registrant's Form 8-A filed April 14, 1994, is
incorporated herein by reference.
4.4 Amendment No. 1 to Rights Agreement dated June 26, 1996
between the Registrant, Boatmen's Trust Company and
ChaseMellon Shareholder Services L.L.C., filed as Exhibit
4.1(A) to the Registrant's Quarterly Report on Form 10-Q for
the fiscal quarter ended September 27, 1996, is incorporated
herein by reference.
4.5 Amendment No. 2 to Rights Agreement dated February 25, 1997
between the Registrant and ChaseMellon Shareholder Services
L.L.C., filed as Exhibit 4.1(B) to the Registrant's Quarterly
Report on Form 10-Q for the fiscal quarter ended March 28,
1997, is incorporated herein by reference.
4.6 Certificate of Designation, Preferences and rights filed with
the Secretary of State of the State of Delaware, filed as
Exhibit 2.1 to the Registrant's Form 8-A dated April 11, 1994,
is incorporated herein by reference.
4.7 Certificate of Increase of Shares Designated as Participating
Preferred Stock, filed as Exhibit 2.2 to the Registrant's Form
8-A/A2, dated November 3, 1997, is incorporated herein by
reference.
4.8 Articles Fourth, Fifth, Seventh, Eight and Tenth of the
Restated Certificate of Incorporation of the Registrant, filed
as part of Exhibit 4.4 to the Registrant's Form 10-K for the
fiscal year ended December 27, 1996, are incorporated herein
by reference.
4.9 Sections Four through Twelve and Thirty-five through Forty-one
of the Bylaws of the Registrant, filed as part of Exhibit 4.2
to Amendment No. 1 to the Registrant's Form S-3 filed
September 16, 1996, are incorporated herein by reference.
</TABLE>
II-6
<PAGE> 8
<TABLE>
<S> <C> <C>
5.1 Opinion of Baker & McKenzie regarding legality of the
securities covered by this Registration Statement
23.1 Consent of Baker & McKenzie, legal counsel for the Company, to
the use of its opinion with respect to the legality of the
securities covered by this Registration Statement and to the
references to such counsel in this Registration Statement
(contained in Exhibit 5.1 to this Registration Statement)
23.2 Consent of Deloitte & Touche LLP, independent Certified Public
Accountants
24.1 Power of Attorney (included on signature page)
</TABLE>
II-7
<PAGE> 1
EXHIBIT 4.1
INTERIM SERVICES INC.
AMENDED AND RESTATED 1998 STOCK INCENTIVE PLAN
1. PURPOSES.
The purposes of this Interim Services Inc. Amended and Restated 1998
Stock Incentive Plan are to provide incentives and rewards to those
employees largely responsible for the success and growth of Interim
Services Inc. and its Subsidiary corporations, and to assist all such
entities in attracting and retaining executives and other key employees
with experience and ability; to attract and retain experienced and
qualified directors who are not employees of the Company or any
Subsidiary; and to secure for the Company and its stockholders the
benefit of stock ownership in the Company by those employees and
directors.
2. DEFINITIONS.
(a) "Award" means one or more of the following: shares of
Common Stock, Restricted Shares, Stock Options (including Reload Stock
Options), Stock Appreciation Rights, Performance Shares, Performance
Units or Target Awards (but shall not mean a Director Stock Option).
(b) "Board of Directors" means the Board of Directors of the
Company.
(c) "Common Stock" means the Common Stock, $0.01 par value, of
the Company.
(d) "Company" means Interim Services Inc., a Delaware
corporation.
(e) "Director" means a member of the Board of Directors of the
Company or a member of the Board of Directors of any Subsidiary.
(f) "Director Stock Option" means a Stock Option granted
pursuant to Section 11.
(g) "Incentive Stock Option" means a Stock Option which meets
all of the requirements of an "incentive stock option" as defined in
Section 422(b) of the Internal Revenue Code.
(h) "Internal Revenue Code" means the Internal Revenue Code of
1986, as amended.
(i) "Outside Director" means a Director who is not an employee
of the Company or a Subsidiary.
(j) "Outside Director Recipient" means an Outside Director who
has been granted a Director Stock Option.
(k) "Performance Period" means that period of time specified
by the Committee during which a Recipient must satisfy any designated
performance goals in order to receive an Award.
(l) "Performance Share" means the right to receive, upon
satisfying designated performance goals for a Performance Period,
shares of Common Stock.
(m) "Performance Unit" means the right to receive, upon
satisfying designated performance goals within a Performance Period,
Performance Shares, cash, or a combination of cash and Performance
Shares, based upon the market value of shares of Common Stock covered
by such Performance Shares at the close of the Performance Period.
(n) "Plan" means this Interim Services Inc. Amended and
Restated 1998 Stock Incentive Plan, as the same may be amended from
time to time.
<PAGE> 2
(o) "Recipient" means someone who has been granted an Award
under the Plan and is either (i) an employee of the Company or a
Subsidiary, (ii) a Director, (iii) a person who has agreed in writing
to become an employee of the Company or a Subsidiary within thirty (30)
days, or (iv) a consultant or advisor who has rendered bona fide
services to the Company or a Subsidiary not in connection with the
offer or sale of securities in a capital-raising transaction.
(p) "Reload Stock Option" means an additional Stock Option
(other than a Director Stock Option) granted either in connection with,
or (except in the case of Incentive Stock Options) after, the grant of
a prior Stock Option, entitling the Recipient to such additional Stock
Option in the event the Recipient exercises such prior Stock Option by
surrendering other shares of Common Stock in accordance with Section
12. Any such Reload Stock Option shall be for the number of shares of
Common Stock surrendered but may also include the number of shares
tendered or withheld for taxes in accordance with Section 18, shall
become exercisable upon such terms and conditions as the Committee
shall determine, but (i) the purchase price shall not be less than the
market value of the shares of Common Stock on the date of exercise of
such prior Stock Option, and (ii) the term shall not extend beyond the
expiration of the prior Stock Option.
(q) "Restricted Share" means a share of Common Stock issued to
a Recipient hereunder subject to such terms and conditions, including,
without limitation, forfeiture or resale to the Company, and to such
restrictions against sale, transfer or other disposition, as the
Committee may determine at the time of issuance.
(r) "Stock Appreciation Right" means the right to receive,
upon exercise of a Stock Appreciation Right granted under the Plan,
shares of Common Stock, cash, or a combination of cash and shares of
Common Stock, based on the market value of the shares of Common Stock
covered by such Stock Appreciation Right on the date of exercise over
the base line exercise value established on the initial day of a
Performance Period for such Stock Appreciation Right.
(s) "Stock Option" means the right to purchase shares of the
Company's Common Stock upon exercise of an option granted under the
Plan, including a Director Stock Option.
(t) "Subsidiary" means a subsidiary of the Company controlled
directly or indirectly by the Company within the meaning of Rule 405
promulgated under the Securities Act of 1933, as amended, and such
subsidiaries divisions, departments, and subsidiaries and the
respective divisions, departments and subsidiaries of such
subsidiaries.
(u) "Target Award" means an Award, other than a Stock Option
or Stock Appreciation Right, the payment under which is intended to
qualify as "performance-based compensation" under Section 162(m) of the
Internal Revenue Code and the regulations thereunder.
(v) "Target Award Performance Period" means the performance
period over which a Target Award is earned.
3. ADMINISTRATION OF THE PLAN.
(a) The Plan shall be administered by a Compensation Committee
(the "Committee") consisting of not less than two (2) Outside Directors
of the Company each of whom qualifies as an "Outside Director" under
Treasury Regulation Section 1.162-27(e)(3) and as a "Non-Employee
Director" under Rule 16b-3 promulgated under the Securities Exchange
Act of 1934, as amended. The members of the Committee shall be
appointed by, and serve at the pleasure of, the Board of Directors. A
majority of the Committee members shall constitute a quorum and the
acts of a majority of the members present at any meeting at which a
quorum is present or acts approved in writing by a majority of the
Committee, shall be valid acts of the Committee. All references herein
to the Committee shall be deemed to mean any successor to the
Committee, however designated, or the Board of Directors, if the Board
of Directors has not appointed a Committee.
(b) Subject to the powers herein specifically reserved to the
Board of Directors, the Committee shall have full power and authority
to determine which Recipients shall receive Awards, to construe,
interpret and administer the Plan and, subject to the other provisions
of the Plan, to make determinations which shall be final, conclusive
and binding upon all persons including, without
<PAGE> 3
limitation, the Company, the stockholders of the Company, the Board of
Directors, the Recipients and any persons having any interest in any
Awards which may be granted under the Plan. The Committee shall impose
such additional conditions upon the grant and exercise of Awards under
the Plan as may from time to time be deemed necessary or advisable, in
the opinion of counsel to the Company, to comply with applicable laws
and regulations. The Committee from time to time may adopt such rules
and regulations for the carrying out the Plan and written policies for
implementation of the Plan. Such policies may include, but need not be
limited to, the type, size and terms of Awards to be made to Recipients
and the conditions for payment of such Awards. Notwithstanding the
foregoing, the Board of Directors shall have authority to determine
which Directors shall receive Awards and the terms and conditions of
such Awards. In addition, the Committee may delegate to the Chief
Executive Officer of the Company the authority to grant Awards to
Recipients who are not subject to Section 16(a) of the Securities Act
of 1933, as amended.
(c) The payment under any Target Award shall be contingent
upon the attainment of one or more pre-established performance goals
established by the Committee in writing within ninety (90) days of the
commencement of the Target Award Performance Period (or in the case of
a newly hired Recipient, before 25% of such Recipient's service for
such Target Award Performance Period has elapsed). Such performance
goals will be based upon one or more of the following performance-based
criteria: earnings per share of the Common Stock, the Company's return
on net assets, equity, or revenues, or the Company's cash flow, book
value, Common Stock performance or price-earnings ratio. The Committee,
in its discretion, may cancel or decrease an earned Target Award, but,
except as otherwise permitted by Treasury Regulation Section
1.162-27(e)(2)(iii)(C), may not, under any circumstances, increase such
award. The maximum amount which any Recipient may be paid under a
Target Award is $2,000,000 per calendar year. The Committee may, in its
discretion, decrease this maximum, but, except as otherwise permitted
under Treasury Regulation Section 1.162-27(e)(2)(iii)(C), may not,
under any circumstances, increase this maximum. Before payments are
made under a Target Award, the Committee shall certify in writing that
the performance goals justifying the payment under Target Award have
been met.
4. ELIGIBILITY.
Awards may be granted to any Recipient. Provided, that Incentive Stock
Options may only be granted to employees of the Company or a Subsidiary
in which the Company owns, directly or indirectly, stock possessing 50%
or more of the total combined voting power of such Subsidiary (or such
other level of stock ownership as may from time to time be set forth in
Section 424(c) of the Internal Revenue Code). No member of the
Committee (other than an ex officio member) shall be eligible for
grants of Awards under the Plan by the Committee, although such member
may be eligible for grants of Director Stock Options or for Awards
granted by the Board of Directors.
5. STOCK SUBJECT TO THE PLAN.
(a) The total number of shares of Common Stock issuable under
this Plan may not exceed an aggregate of 3,700,000 shares plus the
number of unused shares under the Interim Services Inc. 1997 Long Term
Executive Compensation Plan and Outside Directors' Stock Option Plan
(the "1997 Plan"), (which equals 4,203,108 in the aggregate, comprised
of the 3,700,000 referred to previously and 503,108 unused shares from
the 1997 Plan), subject to adjustment pursuant to Section 16 pertaining
to a change in capital structure, and subject to increase as provided
in Sections 5(d) and 5(e). Shares of Common Stock to be delivered or
purchased under the Plan may be either authorized but unissued Common
Stock or treasury shares. All of such shares may be issued or issuable
under this Plan in connection with the exercise of Incentive Stock
Options, provided that not more than 4,203,108 may used to grant
Incentive Stock Options subject to adjustment pursuant to Section 16
pertaining to a change in capital structure, and subject to increase as
provided in Section 5(e).
(b) Not more than 10% of the 4,203,108 shares reserved for
issuance under the Plan (subject to adjustment pursuant to Section 16
pertaining to a change in capital structure) may be issued in Awards
other than Stock Options.
<PAGE> 4
(c) Shares of Common Stock reserved for issuance pursuant to
previously granted Awards or Director Stock Options which are not
actually issued pursuant to such Award or Director Stock Option
pursuant to this Plan (due to forfeiture, cancellation, lapse,
surrender, payment of withholding taxes or otherwise) shall be
available for future Awards or Director Stock Options.
(d) Shares of Common Stock reserved for issuance pursuant to
previously granted stock options under any other plan of the Company
for the benefit of employees or Directors which has been approved by
the stockholders of the Company, and which are not actually issued
pursuant to such stock option (due to forfeiture, cancellation, lapse,
surrender, payment of withholding taxes or otherwise) shall be
available for future Awards or Director Stock Options.
(e) In the event that (i) a Stock Option (or a stock option
granted under any other stock option plan of the Company for the
benefit of employees or Directors which has been approved by the
stockholders of the Company) is exercised by tendering shares of Common
Stock already owned, or (ii) shares of Common Stock already owned are
tendered to satisfy tax withholding requirements, the shares of Common
Stock so tendered shall be added to the total number of authorized
shares hereunder, but such shares so added in respect of a stock option
granted under another plan of the Company shall not be available for
grants of Incentive Stock Options.
(f) The maximum number of shares of Common Stock with respect
to which Stock Options and Stock Appreciation Rights may be granted to
any Recipient during any three (3) calendar years is 1,000,000 shares.
6. AWARDS.
(a) Awards under the Plan may include shares of Common Stock,
Restricted Shares, Stock Options, Stock Appreciation Rights,
Performance Shares, Performance Units and Target Awards.
The Committee may establish performance goals to be
achieved within such Performance Periods as may be selected by it using
such measures of the performance of the Company it may select as a
condition to the receipt of the Award
7. VESTING REQUIREMENTS AND OTHER CONTINGENCIES.
The Committee may determine that all or a portion of an Award or a
payment to a Recipient pursuant to an Award, in any form whatsoever,
shall be vested at such times and upon such terms as may be selected by
it, except that an award of Restricted Shares shall not vest prior to
the expiration of three (3) years from the date of grant. However, the
Committee may accelerate the vesting of any Award upon a "Change of
Control of the Company" as such term may be defined in the Award
agreement. In addition, the Committee may require a Recipient to refund
to the Company the value of an Award realized by a Recipient, if the
Recipient accepts employment with a competitor of the Company or a
subsidiary of the Company within six (6) months of such realization. In
the case of a Stock Option, a Recipient shall be deemed to realize its
value upon the exercise of the Stock Option and its value shall be an
amount equal to the excess of the market value of the shares of Common
Stock received as of the date of the exercise over the exercise price
paid for such shares. In the case of all other Awards, a Recipient
shall be deemed to realize their value upon the payment (in cash or
stock) of the Award and its value shall be the amount of any cash
received plus an amount equal to the market value of the shares of
Common Stock received in connection with the Award. The market value of
shares shall be the closing price for the Common Stock on the New York
Stock Exchange (or on the principal securities exchange or other market
on which the Common Stock is then being traded) on the date of
realization, or if such closing price is not reported on such date, the
last reported closing price.
8. DEFERRED PAYMENT.
The Committee, or in the case of Awards to Outside Directors, the Board
of Directors, may determine that the receipt of all or a portion of an
Award or a payment to a Recipient pursuant to an Award, in any form
whatsoever, (i) shall be deferred, or (ii) at the election of such
Recipient, may be
<PAGE> 5
deferred. Deferrals shall be for such periods and upon such terms as
the Committee, or in the case of Awards to Outside Directors, the Board
of Directors, may determine.
9. CONTINUATION OF EMPLOYMENT.
With respect to Awards granted to employees, the Committee shall
require that (a) Awards may only be granted to Recipients, and (b) a
Recipient must be an employee of the Company or a Subsidiary (or must
have retired with the approval of the Company or a Subsidiary) at the
time an Award becomes vested. Notwithstanding the foregoing, the
Committee shall have the sole power to determine the date of and the
circumstances which shall constitute a cessation of employment
(including whether the spin-off of a Subsidiary constitutes a cessation
of employment of employees who continue in the employ of Subsidiary
subject to such spin-off) and to determine whether such cessation is
the result of retirement, death or any other reason. The Committee may
provide for the termination of any such outstanding Award if a
Recipient ceases to be an employee of the Company or a Subsidiary or a
Director and may establish such other provisions with respect to the
termination or disposition of an Award on the death or retirement of a
Recipient as it, in its sole and absolute discretion, deems advisable.
10. EMPLOYMENT STATUS.
No Award shall be construed as imposing upon the Company or a Subsidiary
the obligation to continue the employment of a Recipient. No employee or
other person shall have any claim or right to be granted an Award under
the Plan.
11. DIRECTOR STOCK OPTIONS.
As of each annual meeting of the stockholders of the Company, each
continuing Outside Director serving on the Company's Board of Directors
(including newly elected Outside Directors) shall be granted a stock
option to purchase 4,000 shares of Common Stock ( a Director Stock
Option). Director Stock Options shall vest on the first anniversary of
the date of grant, shall have a term of ten (10) years, and must be
exercised prior to the first anniversary of the Outside Director's
termination of service as a Director.
12. STOCK OPTION PRICE.
The purchase price per share of Common Stock under each Stock Option
shall not be less than the closing price for the Common Stock on the
New York Stock Exchange (or on the principal securities exchange or
other market on which the Common Stock is then being traded) on the
date the Stock Option or Incentive Stock Option is granted or if such
closing price is not reported on the date of grant, the last reported
closing price. Payment for exercise of any Stock Option granted
hereunder shall be made (a) in cash, or (b) by delivery of Common Stock
having a market value equal to the aggregate option price, (c) by a
combination of payment of cash and delivery of Common Stock in amounts
such that the amount of cash plus the market value of the Common Stock
equals the aggregate option price, or (d) by a cashless exercise upon
such terms and conditions as the Committee, in its sole and absolute
discretion, shall determine. The Committee may, in its discretion,
include within any Stock Option agreement (other than an agreement
covering a Director Stock Option), a Reload Stock Option provision.
13. STOCK APPRECIATION RIGHT VALUE.
The base line exercise value per share of Common Stock covered by an
Award in the form of a Stock Appreciation Right shall be not less than
the market value of one share of Common Stock on the initial day of a
Performance Period for such Stock Appreciation Right.
14. REGISTRATION OF STOCK.
Each Award and each Director Stock Option shall be subject to the
requirement that if at any time the Committee (or, in the case of a
Director Stock Option, counsel for the Company) shall determine that
qualification or registration under any state or federal law of the
shares of Common Stock, Restricted Shares, Stock Options, Incentive
Stock Options, or other securities thereby covered or
<PAGE> 6
the consent or approval of any governmental regulatory body is
necessary or desirable as a condition of or in connection with the
granting of such Award or Stock Option or the purchase of shares
thereunder, the Award or Stock Option may not be paid or exercised in
whole or in part unless and until such qualification, registration,
consent or approval shall have been effected or obtained free of any
conditions the Committee, in its sole discretion, deems unacceptable.
15. ASSIGNABILITY.
No Award or Director Stock Option shall be transferable or assignable by
the Recipient other than by will or the laws of descent and distribution
(subject, in the case of Director Stock Options, to such restrictions as
may be imposed pursuant to Section 11) and during the lifetime of the
Recipient shall be exercisable or payable only by him or her.
Notwithstanding the forgoing, the Committee may permit a Recipient of a
Stock Option (other than an Incentive Stock Option) or an Outside
Director Recipient, to transfer such Stock Option to any one or more of
the following: such Recipient's or Outside Director Recipient's family
member, a trust established primarily for the benefit of a family
member, or to an entity which is a corporation, partnership, or limited
liability company (or any other similar entity) the owners of which are
primarily the aforementioned persons or trusts. Any such Stock Option so
transferred shall be subject to the provisions of Section 9 or 11 as the
case may be, concerning the exercisability during such transferor's
employment or service as a Director.
16. DILUTION OR OTHER ADJUSTMENTS.
In the event of any changes in the capital structure of the Company,
including, but not limited to a change resulting from a stock dividend
or split-up, or combination or reclassification of shares, the Board of
Directors shall make such equitable adjustments with respect to Awards
and Director Stock Options or any other provisions of this Plan as it
deems necessary and appropriate, including, if necessary, any
adjustment in the maximum number of shares of Common Stock subject to
the Plan or the number of shares of Common Stock subject to an
outstanding Award or Director Stock Option. In the absence of any of
the foregoing transactions, in no event will Stock Options be re-priced
to a lower price without approval of the stockholders of the Company.
17. MERGER, CONSOLIDATION, REORGANIZATION, LIQUIDATION, ETC.
The Board of Directors may make such arrangements it deems advisable
with respect to outstanding Awards or Director Stock Options in
connection with any corporate merger, consolidation, major acquisition
of property for stock, reorganization, or liquidation, which
arrangements shall be binding upon Recipients of outstanding Awards and
all Outside Director Recipients, including, but not limited to, the
substitution of any new Awards or Director Stock Options then
outstanding, the assumption of any such Awards or Director Stock
Options and the termination of or payment for such Awards or Director
Stock Options.
18. WITHHOLDING TAXES.
The Company shall have the right to deduct from all Awards paid
hereunder in cash any federal, state, local or foreign taxes required
by law to be withheld with respect to such Awards and, with respect to
Awards paid in other than cash, to require the payment (through
withholding from the Recipient's salary or otherwise) of any such
taxes. Subject to such conditions as the Committee may establish,
Awards payable in shares of Common Stock may provide that the
Recipients thereof may elect, in accordance with any applicable
regulations, to tender shares of Common Stock to the Company, or have
the Company withhold shares of Common Stock, to satisfy all or part of
any such withholding obligations, with the value of such tendered or
withheld shares of Common Stock based upon their fair market value on
the date the tax withholding is required to be made.
19. COSTS AND EXPENSES.
The costs and expenses of administering the Plan shall be borne by the
Company and not charged to any Award nor to any Recipient or Outside
Director Recipient.
<PAGE> 7
20. FUNDING THE PLAN.
The Plan shall be unfunded. The Company shall not be required to
establish any special or separate fund or to make any other segregation
of assets to assure the payment of any Award under the Plan.
21. AWARD CONTRACTS AND STOCK OPTION AGREEMENTS.
The Committee shall have the power to specify the form of Award
contracts to be granted from time to time pursuant to and in accordance
with the provisions of the Plan and such contracts shall be final,
conclusive and binding upon the Company, the stockholders of the
Company and the Recipients. The Board of Directors shall have the power
to specify the form of Director Stock Option agreements to be granted
from time to time pursuant to and in accordance with the provisions of
the Plan and such agreements shall be final, conclusive and binding
upon the Company, the stockholders of the Company and the Outside
Director Recipients. No Recipient or Outside Director Recipient shall
have any rights as a holder of Common Stock with respect to Awards or
Director Stock Options hereunder unless and until certificates for
shares of Common Stock or Restricted Shares are issued to the Recipient
or to the Outside Director Recipient.
22. GUIDELINES.
The Board of Directors of the Company shall have the power to provide
guidelines for administration of the Plan by the Committee and to make
any changes in such guidelines from time to time as the Board deems
necessary.
23. AMENDMENT AND DISCONTINUANCE.
The Board of Directors of the Company shall have the right at any time
during the continuance of the Plan to amend, modify, supplement,
suspend or terminate the Plan, provided that in the absence of the
approval of the holders of a majority of the shares of Common Stock of
the Company present in person or by proxy at a duly constituted meeting
of the stockholders of the Company, no such amendment, modification or
supplement shall (i) increase the aggregate number of shares which may
be issued under the Plan, unless such increase is by reason of any
change in capital structure referred to in Section 16 hereof, (ii)
change the termination date of the Plan provided in Section 24, or
(iii) delete or amend the market value restrictions contained in
Sections 12 and 13 hereof, and provided further, that no amendment,
modification or termination of the Plan shall in any manner affect any
Award or Director Stock Option of any kind theretofore granted under
the Plan without the consent of the Recipient of the Award or the
Outside Director Recipient, as the case may be, unless such amendment,
modification or termination is by reason of any change in capital
structure referred to in Section 16 hereof or unless the same is by
reason of the matters referred to in Section 17 hereof.
24. TERMINATION.
The Committee may grant Awards and Director Stock Options at any time
prior to March 5, 2008, on which date this Plan will terminate except
as to Awards and Stock Options then outstanding hereunder, which Awards
and Director Stock Options shall remain in effect until they have
expired according to their terms or until March 5, 2018, whichever
first occurs. No Stock Option shall be exercisable later than ten (10)
years following the date it is granted and no other Award shall have a
term of more than ten (10) years.
25. APPROVAL.
The original version of the 1998 Stock Incentive Plan was adopted by
the Board of Directors on March 5, 1998 and approved by the
stockholders of the Company on May 7, 1998. The Plan was adopted by the
Board of Directors on February 18, 1999, subject to the approval of the
stockholders of the Company. The Plan shall take effect upon due
approval of the stockholders of the Company.
<PAGE> 1
EXHIBIT 5.1
[Baker & McKenzie Letterhead]
December 2, 1999
Interim Services Inc.
2050 Spectrum Boulevard
Fort Lauderdale, Florida 33309-3799
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
On the date hereof, Interim Services Inc., a Delaware corporation (the
"Company"), sent for filing with the Securities and Exchange Commission a
Registration Statement on Form S-8 (the "Registration Statement"), under the
Securities Act of 1933, as amended (the "Act"). The Registration Statement
relates to the offering and sale by the Company of up to 2,200,000 shares of the
Company's Common Stock, par value $.01 per share (the "Common Stock"), pursuant
to stock options ("Options") granted or to be granted under the Company's
Amended and Restated 1998 Stock Incentive Plan (the "Plan"). We have acted as
counsel to the Company in connection with the preparation and filing of the
Registration Statement.
In connection therewith, we have examined and relied upon the original
or a copy, certified to our satisfaction, of (i) the Amended and Restated
Certificate of Incorporation and Bylaws of the Company; (ii) records of
corporate proceedings of the Company authorizing the Plan and preparation of the
Registration Statement and related matters; (iii) the Registration Statement and
exhibits thereto; and (iv) such other documents and instruments as we have
deemed necessary for the expression of the opinions herein contained. In making
the foregoing examinations, we have assumed the genuineness of all signatures
and the authenticity of all documents submitted to us as originals, and the
conformity to original documents of all documents submitted to us as certified
or photostatic copies. As to various questions of fact material to this opinion,
we have relied, to the extent we deem reasonably appropriate, upon
representations or certificates of officers or directors of the Company and upon
documents, records and instruments furnished to us by the Company, without
independently checking or verifying the accuracy of such documents, records and
instruments.
Based upon the foregoing examination, we are of the opinion that the
Company presently has available at least 2,200,000 shares of authorized and
unissued Common Stock from which the 2,200,000 shares of Common Stock proposed
to be sold pursuant to the exercise of Options granted under the Plan may be
issued. In addition, assuming that the Company maintains an adequate number of
authorized but unissued shares of Common Stock available for issuance to those
persons who choose to exercise their Options, and that the consideration for the
underlying shares of Common Stock issued pursuant to the Options is actually
received by the Company as provided in the Plan, we are of the opinion that the
shares of Common Stock issued pursuant to the exercise of Options granted under
and in accordance with the terms of the Plan will be duly and validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we come
within the category of persons whose consent is required by Section 7 of the Act
or the rules and regulations of the Commission thereunder.
Sincerely,
/s/ BAKER & McKENZIE
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
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
November 30, 1999
