<PAGE> 1
As filed with the Securities and Exchange Commission on July 21, 1999
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
AMENDED AND RESTATED STOCK OPTION PLAN OF 1996, AS AMENDED
(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)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================
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) 500,000 (3) $3,800,320 $1,057
================================================================================================
</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 Amended and
Restated Stock Option Plan of 1996, as amended, and the average of the
high and low prices of the Common Stock on July 19, 1999, 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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This Registration Statement registers additional securities of the same
class as other securities for which a registration statement filed on this form
relating to the same stock option plan is effective. Consequently, pursuant to
General Instruction E of Form S-8, the contents of the Registration Statement
on Form S-8 filed by TALX Corporation (the "Company") with respect to the TALX
Corporation Amended and Restated 1996 Stock Option Plan, as amended (the
"Plan"), on December 20, 1996, Registration No. 333-18389, are incorporated by
reference into this Registration Statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
As of June 16, 1999, Walter L. Metcalfe, Jr., a partner of Bryan Cave LLP
beneficially owned 199,987 shares of Common Stock of the Company and its
subsidiaries.
ITEM 8. EXHIBITS.
Reference is made to the Exhibit Index.
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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 21st day of July, 1999.
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> <C>
/s/ William W. Canfield Chairman, President, July 21, 1999
- -----------------------
William W. Canfield Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Richard F. Ford Director July 21, 1999
- -----------------------
Richard F. Ford
/s/ Craig E. LaBarge Director July 21, 1999
- -----------------------
Craig E. LaBarge
/s/ Eugene M. Toombs Director July 21, 1999
- -----------------------
Eugene M. Toombs
/s/ M. Steve Yoakum Director July 21, 1999
- -----------------------
M. Steve Yoakum
/s/ Craig N. Cohen Chief Financial Officer July 21, 1999
- -----------------------
Craig N. Cohen (Principal Financial Officer and
Principal Accounting Officer)
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- -------- -----------
<S> <C>
4.1 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))
4.2 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 LLP
</TABLE>
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EXHIBIT 5.1
<TABLE>
<S> <C> <C>
BRYAN CAVE LLP
ONE METROPOLITAN SQUARE
WASHINGTON, D.C. 211 N. BROADWAY, SUITE 3600 LONDON, ENGLAND
NEW YORK, NEW YORK ST. LOUIS, MISSOURI 63102-2750 RIYADH, SAUDI ARABIA
KANSAS CITY, MISSOURI (314) 259-2000 ABU DHABI, UNITED ARAB EMIRATES
OVERLAND PARK, KANSAS FACSIMILE: (314) 259-2020 KUWAIT CITY, KUWAIT
PHOENIX, ARIZONA DUBAI, UNITED ARAB EMIRATES
LOS ANGELES, CALIFORNIA HONG KONG
SANTA MONICA, CALIFORNIA ASSOCIATED OFFICE IN SHANGHAI
IRVINE, CALIFORNIA
</TABLE>
July 20, 1999
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 500,000 additional shares of the
Company's common stock, par value $.01 per share (the "Shares"), which may be
issued pursuant to the Company's Amended and Restated Stock Option Plan of
1996, as amended (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
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
TALX Corporation:
We consent to incorporation by reference in the registration statement on
Form S-8 of TALX Corporation of our report dated May 14, 1999, relating to the
consolidated balance sheets of TALX Corporation and subsidiaries as of March
31, 1999 and 1998, and the related consolidated statements of operations,
stockholders' equity, and cash flows for each of the years in the three-year
period ended March 31, 1999.
KPMG LLP
St. Louis, Missouri
July 20, 1999
