As filed with the Securities and Exchange Commission on December 20, 1996
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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TALX CORPORATION
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(Exact name of issuer as specified in its charter)
Missouri
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(State or other jurisdiction of incorporation or organization)
43-0988805
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(Federal Employer Identification Number)
1850 Borman Court
St. Louis, Missouri 63146
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(Address of principal executive offices)
TALX CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
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(Full title of the Plan)
William W. Canfield
Chairman, President and
Chief Executive Officer
TALX Corporation
1850 Borman Court
St. Louis, Missouri 63146
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(Name and Address of Agent for Service)
(314) 434-0046
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(Telephone number, including area code, of Agent for Service)
<TABLE>
CALCULATION OF REGISTRATION FEE
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<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share Price (1) Fee
- --------------------------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C>
Common Stock, $.01 par value (2) 80,000 (3) $510,000 $155
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<FN>
(1) Calculated pursuant to Rule 457(h) under the Securities Act of 1933. The proposed maximum offering price per share represents
the average of the high and low prices of the Common Stock on December 19, 1996, as reported by Nasdaq.
(2) This Registration Statement also covers such additional shares of Common Stock as may be issuable pursuant to antidilution
provisions.
(3) Omitted pursuant to Rule 457(o) under the Securities Act of 1933.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission
(the "Commission"), are incorporated herein by reference as of their respective
dates of filing:
(a) Registration Statement on Form S-1, as amended (No. 333-10969),
which contains audited consolidated financial statements for the fiscal
year ended March 31, 1996, and unaudited consolidated financial statements
for the three months ended June 30, 1996; and
(b) Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996; (No. 000- 21965) and
(c) The description of the registrant's common stock which is
contained in the Registration Statement on Form 8-A (No. 000-21465) dated
and filed on October 2, 1996.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
("Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all Common Stock offered hereunder has been sold or which
deregisters all Common Stock then remaining unsold hereunder, shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of the
filing of such documents.
Any statement contained herein or in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or suspended
for purposes of this Registration Statement to the extent that a statement
contained in any other subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supersedes such statement.
Item 4. Description of Securities.
The securities to be offered are registered under Section 12 of the
Exchange Act.
Item 5. Interests of Named Experts and Counsel.
As of October 16, 1996, Walter L. Metcalfe, Jr., a partner of Bryan Cave
LLP, beneficially owned 199,987 shares of Common Stock and is Assistant
Secretary of the Company and its subsidiaries.
Item 6. Indemnification of Directors and Officers
Section 351.355(1) of the Revised Statutes of Missouri provides that a
corporation may indemnify a director, officer, employee or agent of the
corporation in any action, suit or proceeding other than an action by or in the
right of the corporation, against expenses (including attorney's fees),
judgments, fines and settlement amounts 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, had no reasonable
cause to believe his conduct was unlawful.
Section 351.355(2) provides that the corporation may indemnify any such
person in any action or suit by or in the right of the corporation against
expenses (including attorney's fees) and settlement amounts actually and
reasonably incurred by him in connection with the defense or settlement of the
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, except that he
may not be indemnified in respect of any matter in which he has been adjudged
liable for negligence or misconduct in the performance of his duty to the
corporation, unless authorized by the court.
Section 351.355(3) provides that a corporation shall indemnify any such
person against expenses (including attorney's fees) actually and reasonably
incurred by him in connection with the action, suit or proceeding if he has been
successful in defense of such action, suit or proceeding, and if such action,
suit or proceeding is one for which the corporation may indemnify him under
Section 351.355(1) or (2). Section 351.355(7) provides that a corporation shall
have the power to give any further indemnity to any such person, in addition to
the indemnity otherwise authorized under Section 351.355, provided such further
indemnity is either (i) authorized, directed or provided for in the articles of
incorporation of the corporation or any duly adopted amendment thereof or (ii)
is authorized, directed or provided for in any by-law or agreement of the
corporation which has been adopted by a vote of the shareholders of the
corporation, provided that no such indemnity shall indemnify any person from or
on account of such person's conduct which was finally adjudged to have been
knowingly fraudulent, deliberately dishonest or willful misconduct.
II-1
<PAGE>
The Restated Articles of Incorporation of the Company contain provisions
indemnifying its directors and officers to the extent authorized specifically by
Sections 351.355(1), (2), (3) and (7).
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Reference is made to the Exhibit Index.
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, as amended (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; 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 with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% 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 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 registration statement is on Form S-3 or Form S-8, and
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 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 undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 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
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-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended
("Securities Act"), 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 Maryland Heights, State
of Missouri, on the 20 day of December, 1996.
TALX CORPORATION
By /s/ William W. Canfield
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William W. Canfield
Chairman, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:
Name Title Date
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/s/ William W. Canfield
- ----------------------- Chairman, President, December 20, 1996
William W. Canfield Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Richard F. Ford
- ----------------------- Director December 20, 1996
Richard F. Ford
/s/ Craig E. LaBarge
- ----------------------- Director December 20, 1996
Craig E. LaBarge
/s/ Eugene M. Toombs
- ----------------------- Director December 20, 1996
Eugene M. Toombs
/s/ M. Steve Yoakum
- ----------------------- Director December 20, 1996
M. Steve Yoakum
/s/ Craig N. Cohen
- ----------------------- Chief Financial Officer December 20, 1996
Craig N. Cohen (Principal Financial Officer) and
Principal Accounting Officer
II-3
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
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4.1 TALX Corporation 1996 Employee Stock Purchase Plan (incorporated
by reference to Exhibit 10.5 to the N/A Form S-1, as amended
(No. 333-10969))
4.2 Restated Articles of Incorporation of the Company (incorporated
by reference to Exhibit 3.1 to the N/A Company's registration
Statement on Form S-1, as amended (No. 333-10969))
4.3 Bylaws of the Company (incorporated by reference to Exhibit 3.3
to the Company's Registration Statement on Form S-1, as amended
(No. 333-10969))
5.1 Opinion of Bryan Cave LLP
23.1 Consent of Bryan Cave LLP (Included in Exhibit 5.1)
23.2 Consent of KPMG Peat Marwick LLP
II-4
EXHIBIT 5.1
BRYAN CAVE LLP
ONE METROPOLITAN SQUARE
211 NORTH BROADWAY, SUITE 3600
ST. LOUIS, MISSOURI 63102-2750
(314) 259-2000
FACSIMILE: (314) 259-2020
December 20, 1996
TALX Corporation
Board of Directors
1850 Borman Court
St. Louis, Missouri 63146
Ladies and Gentlemen:
We have acted as counsel to TALX Corporation, a Missouri corporation (the
"Company"), in connection with the registration under the Securities Act of
1933, as amended, of 80,000 shares of the Company's common stock, par value $.01
per share (the "Shares"), which may be issued pursuant to the Company's 1996
Employee Stock Purchase Plan (the "Plan"), by means of a registration statement
on Form S-8 (the "Registration Statement").
We have examined originals or copies, certified or otherwise, identified to
our satisfaction of such documents, corporate records, certificates of public
officials and other instruments as we deemed necessary for the purpose of the
opinion expressed herein. We have assumed the genuineness of all signatures on
all documents examined by us, the authenticity of all documents submitted to us
as originals, and the conformity to authentic originals of all documents
submitted to us as certified or photostatic copies. We have also assumed the due
authorization, execution and delivery of all documents. On the basis of the
foregoing, we are of the opinion that the Shares have been duly and validly
authorized for issuance, and when issued, delivered and paid for in accordance
with the Plan, the Shares will be legally issued, fully paid and non-assessable.
This opinion is not rendered with respect to any laws other than Laws of
the State of Missouri.
We consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not admit that we are in the category
of persons whose consent is required under Section 7 of the Securities Act or
the rules and regulations of the Securities and Exchange Commission.
Very truly yours,
BRYAN CAVE LLP
EXHIBIT 23.2
The Board of Directors
TALX Corporation:
We consent to the use of our report incorporated herein by reference.
KPMG Peat Marwick LLP
St. Louis, Missouri
December 20, 1996
