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As filed with the Securities and Exchange Commission on March 9, 1998
Registration No. 333-__________
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
_________________________
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
________________________
TALX CORPORATION
(Exact name of issuer as specified in its charter)
Missouri
(State or other jurisdiction of incorporation or organization)
43-0988805
(Federal Employer Identification Number)
1850 Borman Court
St. Louis, Missouri 63146
(Address of principal executive offices)
TALX CORPORATION
OUTSIDE DIRECTORS' STOCK OPTION PLAN
(Full title of the Plan)
William W. Canfield
Chairman, President and
Chief Executive Officer
TALX Corporation
1850 Borman Court
St. Louis, Missouri 63146
(Name and Address of Agent for Service)
(314) 434-0046
(Telephone number, including area code, of Agent for Service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================
Amount Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share Price (1) Fee
================================= ==================== ================== =================== ======================
<S> <C> <C> <C> <C>
Common Stock, $.01 par value (2) 80,000 (3) $411,125 $122
================================= ==================== ================== =================== ======================
</TABLE>
(1) Calculated pursuant to Rule 457(h) under the Securities Act of 1933.
The proposed maximum offering price per share represents the weighted
average exercise price of current outstanding options under the
Outside Directors' Stock Option Plan and the average of the high and
low prices of the Common Stock on March 4, 1998, as reported by The
Nasdaq National Market, for the shares reserved for issuance under the
remaining options under such plan.
(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.
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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) Registrant's Annual Report on Form 10-K for the year ended March
31, 1997 (File No. 000-21465);
(b) Registrant's Quarterly Reports on Form 10-Q for the quarters ended
June 30, 1997, September 30, 1997 and December 31, 1997 (File No. 000-21465);
and
(c) The description of the registrant's common stock which is contained
in the Registration Statement on Form 8-A (File 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 class of securities to be offered is registered under Section 12 of
the Exchange Act. Therefore, a description of the Common Stock required by Item
202 of Regulation S-K is not required.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
As of February 16, 1998, 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 attorneys' 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 attorneys' 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.
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Section 351.355(3) provides that a corporation shall indemnify any such
person against expenses (including attorneys' 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.
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.
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(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.
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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 9th day of March, 1998.
TALX CORPORATION
By /s/ William W. Canfield
----------------------------
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:
<TABLE>
<CAPTION>
Name Title Date
- -------------------------------- ----------------------------------- ----------------------------
<S> <C> <C>
/s/ William W. Canfield Chairman, President, March 9, 1998
- ------------------------------------ Chief Executive Officer and Director
William W. Canfield (Principal Executive Officer)
/s/ Richard F. Ford Director March 9, 1998
- ------------------------------------
Richard F. Ford
/s/ Craig E. LaBarge Director March 9, 1998
- ------------------------------------
Craig E. LaBarge
/s/ Eugene M. Toombs Director March 9, 1998
- ------------------------------------
Eugene M. Toombs
/s/ M. Steve Yoakum Director March 9, 1998
- ------------------------------------
M. Steve Yoakum
/s/ Craig N. Cohen Chief Financial Officer March 9, 1998
- ------------------------------------ (Principal Financial Officer and
Craig N. Cohen Principal Accounting Officer)
</TABLE>
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EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
4.1 TALX Corporation Outside Directors' Stock Option Plan (incorporated by
reference to Exhibit 10.6 to the Company's Registration Statement on
Form S-1, as amended (No. 333-10969))
4.2 Restated Articles of Incorporation of the Company, as amended
(incorporated by reference to Exhibit 3.1 to the Company's Annual
Report on Form 10-K for the year ended March 31, 1997 (No. 000-21465))
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
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EXHIBIT 5.1
[BRYAN CAVE LLP LETTERHEAD]
March 5, 1998
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 (the "Securities Act"), 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 Outside Directors' Stock Option 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,
/s/ Bryan Cave LLP
BRYAN CAVE LLP
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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
March 9, 1998
