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As filed with the Securities and Exchange
Commission on October 18, 2000 Registration No. 333-___________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SPHERION CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 36-3536544
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2050 Spectrum Boulevard
Fort Lauderdale, Florida 33309-3799
(Address of Principal Executive Offices) (Zip Code)
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SPHERION CORPORATION DEFERRED COMPENSATION PLAN
(Full titles of the Plans)
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LISA G. IGLESIAS, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
Spherion Corporation
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)
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION
FEE
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<S> <C> <C> <C> <C> <C>
Common Stock $0.01 par value 1,500,000 11.22 (1) $16,830,000 $4,443.12
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</TABLE>
(1) Calculated pursuant to Rule 457(c) 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 October 11, 2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Spherion Corporation (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 31, 1999.
(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 31, 1999.
(c) 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 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
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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 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.
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(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
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.
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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.
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.
24 Power of Attorney (see signature pages to this Registration
Statement).
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,
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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.
(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.
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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 18th day
of October, 2000.
SPHERION CORPORATION
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 18th day of October, 2000:
/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
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
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/s/ STEVEN S. ELBAUM Director
--------------------------
Steven S. Elbaum
/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
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A. Michael Victory
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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
24 Power of Attorney (included as part of
signature page)
