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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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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.)
100 TRI-STATE INTERNATIONAL, SUITE 300
LINCOLNSHIRE, ILLINOIS 60069
(Address of Principal Executive Offices) (Zip Code)
ALTERNATIVE RESOURCES CORPORATION
KEY EMPLOYEE STOCK OPTION PLAN
(Full title of the plan)
STEVEN PURCELL (847) 317-1000
SENIOR VICE PRESIDENT AND (Telephone number,
CHIEF FINANCIAL OFFICER including area code,
100 TRI-STATE INTERNATIONAL, SUITE 300 of agent for service)
LINCOLNSHIRE, ILLINOIS 60069
(Name and address of agent for service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED SHARE* PRICE* REGISTRATION FEE
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Common Stock (par value 700,000 shares $6.6875 $4,681,250 $1,302
$.01 per share)
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* Estimated solely for purposes of calculating the amount of the registration
fee pursuant to Rule 457 of the Securities Act of 1933, based on the average
of the high and low sales prices of a share of Common Stock of the Registrant
on the Nasdaq National Market on August 6, 1999.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by Alternative Resources Corporation
(the "Company"), are incorporated herein by reference:
The Company's Annual Report on Form 10-K for the year ended December
31, 1998 (File No. 0-23940).
The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999 (File No. 0-23940).
The description of the Company's Common Stock and Rights to Purchase
Shares of Junior Preferred Stock, Series A, contained in the Company's Form
8-A Registration Statements for such securities.
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 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
provides for the indemnification of directors and officers under certain
circumstances, as therein set forth.
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The Company's Amended and Restated By-Laws provide for
indemnification of the Company's directors, officers, employees and other
agents to the fullest extent permitted by the Delaware law.
The Company has entered into agreements to indemnify its directors
and executive officers, in addition to the indemnification provided for in
the Company's Amended By-Laws. These agreements, among other things, will
indemnify the Company's directors and executive officers for all direct and
indirect expenses and costs (including, without limitation, all reasonable
attorneys' fees and related disbursements, other out-of-pocket costs and
reasonable compensation for time spent by such persons for which they are not
otherwise compensated by the Company of any third party) and liabilities of
any type whatsoever (including, but not limited to, judgments, fines and
settlement fees) actually and reasonably incurred by such person in
connection with either the investigation, defense, settlement or appeal of
any threatened, pending or completed action, suit or other proceeding,
including any action by or in the right of the corporation, arising out of
such person's services as a director, officer, employee or other agent of the
Company, any subsidiary of the Company or any other company or enterprise to
which the person provides services at the request of the Company. The Company
believes that these provisions and agreements are necessary to attract and
retain talented and experienced directors and officers.
The Company maintains liability insurance for the benefit of its
directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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4(a) Amended and Restated Certificate of Incorporation of the
Company (Exhibit 3.1 to the Company's Annual Report on Form
10-K for the year ended December 31, 1998 is incorporated
herein by reference).
4(b) Amended and Restated By-Laws of the Company, as currently in
effect (Exhibit 3.2 to the Company's Annual Report on Form
10-K for the year ended December 31, 1996 is incorporated
herein by reference).
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 LLP.
24 Power of Attorney (included with the signature page to this
registration statement).
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ITEM 9. UNDERTAKINGS.
(1) The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement 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.
(b) That, for the purpose of determining any
liability under the Securities Act of 1933 (the "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.
(c) 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.
(2) Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions
described in Item 6 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.
(3) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Act, each
filing of the registrant's annual report pursuant to section
13(a) or 15(d) of the Act (and each filing of the 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.
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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 July 21, 1999.
ALTERNATIVE RESOURCES CORPORATION
By: /s/ Steven Purcell
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Steven Purcell
Senior Vice President and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Raymond R. Hipp, Steven Purcell
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 July 21, 1999, by the following persons in the capacities indicated:
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SIGNATURES TITLE
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/s/ Raymond R. Hipp Chairman of the Board, President and
------------------------------- Chief Executive Officer (Principal
Raymond R. Hipp Executive Officer)
/s/ Steven Purcell Director and Senior Vice President,
-------------------------------- Chief Financial Officer, Secretary
Steven Purcell and Treasurer (Principal Financial
Officer)
/s/ Bradley K. Lamers Vice President - Finance
-------------------------------- (Principal Accounting Officer)
Bradley K. Lamers
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SIGNATURES TITLE
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/s/ Joanne Brandes Director
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Joanne Brandes
/s/ George B. Cobbe Director
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George B. Cobbe
/s/ Michael E. Harris Director
--------------------------------
Michael E. Harris
/s/ Syd N. Heaton Director
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Syd N. Heaton
-------------------------------- Director
A. Donald Rully
/s/ Bruce R. Smith Director
--------------------------------
Bruce R. Smith
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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4(a) Amended and Restated Certificate of Incorporation of the
Company (Exhibit 3.1 to the Company's Annual Report on Form
10-K for the year ended December 31, 1998 is incorporated
herein by reference).
4(b) Amended and Restated By-Laws of the Company, as currently in
effect (Exhibit 3.2 to the Company's Annual Report on Form
10-K for the year ended December 31, 9996 is incorporated
herein by reference).
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 LLP.
24 Power of Attorney (included with the signature page to this
registration statement).
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Exhibit 5
[McDermott, Will & Emery Letterhead]
August 11, 1999
Alternative Resources Corporation
100 Tri-State International
Suite 300
Lincolnshire, IL 60069
Dear 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 700,000 shares of the
Company's Common Stock, $.01 par value (the "Common Stock"), which may be
issued pursuant to certain non-qualified stock options (the "Option
Agreements") constituting the Alternative Resources Corporation Key Employee
Stock Option Plan (the "Plan").
We have examined or considered:
1. A copy of the Company's Amended and Restated Certificate of
Incorporation;
2. A copy of 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 Option Agreements; and
4. Copies of the Option Agreements constituting the Plan.
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 the Common Stock, when issued pursuant to
and in accordance with the terms of the respective Option Agreements and
against payment of the purchase price provided for therein, 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.
Yours very truly,
/s/ McDermott, Will & Emery
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Exhibit 23(b)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Alternative Resources Corporation:
We consent to the use of our reports dated February 8, 1999, relating to the
consolidated balance sheets of Alternative Resources Corporation and
subsidiaries as of December 31, 1998 and 1997, and the related consolidated
statements of operations, comprehensive income, changes in stockholders'
equity, and cash flows for each of the years in the three-year period ended
December 31, 1998, and the related financial statement schedule, incorporated
by reference in this registration statement on Form S-8 from Alternative
Resources Corporation's Annual Report on Form 10-K for the year ended
December 31, 1998.
/s/ KPMG LLP
Chicago, Illinois
August 10, 1999
