As filed with the Securities and Exchange Commission on September 25, 1996
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
ALTERNATIVE RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 38-2791069
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
75 TRI-STATE INTERNATIONAL, SUITE 100
LINCOLNSHIRE, ILLINOIS 60069
(Address of Principal Executive Offices) (Zip Code)
ALTERNATIVE RESOURCES CORPORATION
AMENDED AND RESTATED INCENTIVE STOCK OPTION PLAN
(Full title of the plan)
LARRY I. KANE (847) 317-1000
PRESIDENT AND (Telephone number,
CHIEF EXECUTIVE OFFICER including area code,
75 TRI-STATE INTERNATIONAL, SUITE 100 of agent for service)
LINCOLNSHIRE, ILLINOIS 60069
(Name and address of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
TITLE OF AMOUNT TO MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE OFFERING AGGREGATE REGISTRATION
BE REGISTERED REGISTERED PRICE PER OFFERING FEE
SHARE PRICE*
<S> <C> <C> <C> <C>
Common Stock 1,200,000 $33.875 $40,650,000 $14,018
(par value shares
$.01 per
share)
* Based upon the average of the high and low prices of a share of
Common Stock, par value $.01 per share, of the Registrant on the
Nasdaq National Market on September 23, 1996.
</TABLE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registration Statement on Form S-8 filed by Alternative Resources
Corporation on October 13, 1994 (File No. 33-85078) with the Securities and
Exchange Commission (the "Commission") is incorporated herein by reference.
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,
prior to the filing of a post-effective amendment which indicates that all
securities offered 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 part hereof from the date of filing of such
documents (such documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document 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modified or superseded for purposes of this registration statement to the extent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
Incorporated Document 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 8. EXHIBITS
Exhibit
Number Description of Exhibit
5 Opinion of McDermott, Will & Emery as to the legality of the securities
being registered.
23(a) Consent of McDermott, Will & Emery (included in its opinion
filed as Exhibit 5).
23(b) Consent of KPMG Peat Marwick LLP.
24 Power of Attorney (included with the signature page to the registration
statement).
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 Lincolnshire, Illinois on August 31, 1996.
ALTERNATIVE RESOURCES CORPORATION
By: /s/ LARRY I. KANE
Larry I. Kane
President, Chairman of the Board
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Larry I. Kane and Bradley K. Lamers and
each of them, his true and lawful attorney-in-fact and agent, each with full
power of substitution and revocation, 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 each such attorney-in-fact and
agent, full power and authority to do and perform such each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as such person might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent 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 and the foregoing power of attorney have been signed on
August 31, 1996, by the following persons in the capacities indicated:
SIGNATURES TITLE
/s/ LARRY I. KANE President, Chief Executive
Larry I. Kane Officer and Director (Principal
Executive Officer)
/s/ BRADLEY K. LAMERS Vice President, Chief Financial Officer,
Bradley K. Lamers Secretary and Treasurer
(Principal Financial Officer
and Principal Accounting Officer)
/s/ BRUCE R. SMITH Director
Bruce R. Smith
/s/ JOANNE BRANDES Director
JoAnne Brandes
/s/ RAYMOND R. HIPP Director
Raymond R. Hipp
/s/ MICHAEL E. HARRIS Director
Michael E. Harris
Exhibit 5
McDERMOTT, WILL & EMERY
227 West Monroe Street, Suite 3100
Chicago, Illinois 60606-5096
September 25, 1996
Alternative Resources Corporation
75 Tri-State International
Suite 100
Lincolnshire, IL 60069
Ladies and Gentlemen:
We have acted as counsel for Alternative Resources Corporation (the
"Company") in connection with the preparation and filing of a Registration
Statement on Form S-8 (the "Registration Statement") for the registration under
the Securities Act of 1933, as amended, of 1,200,000 additional shares of the
Company's Common Stock, $.01 par value (the "Common Stock"), which may be issued
pursuant to the Alternative Resources Corporation Amended and Restated Incentive
Stock Option Plan (the "Plan").
We have examined or considered:
1. A copy of the Company's Amended and Restated Certificate of
Incorporation;
2. The Amended and Restated By-Laws of the Company;
3. Copies of resolutions duly adopted by the Board of Directors of
the Company relating to the Plan;
4. Copies of the Plan and all amendments thereto to date; and
5. The Registration Statement on Form S-8 filed October 13, 1994 (File
No. 33-85078).
In addition to the examination outlined above, we have conferred with
various officers of the Company and have ascertained or verified, to our
satisfaction, such additional facts as we deemed necessary or appropriate for
the purposes of this opinion.
We are of the opinion that all legal and corporate proceedings necessary
for the issuance of the shares of Common Stock pursuant to the Plan have been
duly taken, and the Common Stock, when issued pursuant to and in accordance with
the terms of the Plan and against payment of the purchase price therefor, will
be legally issued, fully paid and nonassessable.
We hereby consent to the reference to our firm in the Registration
Statement and to the filing of this opinion by the Company as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ McDermott, Will & Emery
Exhibit 23.b
KPMG PEAT MARWICK LLP
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Alternative Resources Corporation:
We consent to incorporation by reference in the registration statement dated
September 25, 1996 on Form S-8 of Alternative Resources Corporation of our
report dated January 25, 1996, relating to the balance sheets of Alternative
Resources Corporation as of December 31, 1995 and 1994, and the related
statements of operations, changes in stockholders' equity, cash flows, and
financial statement schedule, for each of the years in the three-year period
ended December 31, 1995, which report appears in the December 31, 1995 annual
report on Form 10-K of Alternative Resources Corporation.
/s/ KPMG Peat Marwick LLP
Chicago, Illinois
September 23, 1996
