<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 26, 1996
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
---------------------------
ACCUSTAFF INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 59-3116655
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
6440 ATLANTIC BOULEVARD, JACKSONVILLE, FLORIDA 32211
(904) 725-5574
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
ACCUSTAFF INCORPORATED 1995 STOCK OPTION PLAN
ACCUSTAFF INCORPORATED NON-EMPLOYEE DIRECTOR STOCK PLAN
(FULL TITLE OF THE PLANS)
--------------------------
DEREK E. DEWAN
CHAIRMAN OF THE BOARD,
PRESIDENT AND CHIEF EXECUTIVE OFFICER
ACCUSTAFF INCORPORATED
6440 ATLANTIC BOULEVARD
JACKSONVILLE, FLORIDA 32211
(904) 725-5574
(904) 725-8513 (FAX)
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
JEFFREY A. ALLRED, ESQ.
TIMOTHY MANN, JR., ESQ.
ALSTON & BIRD
ONE ATLANTIC CENTER
1201 WEST PEACHTREE STREET
ATLANTA, GEORGIA 30309-3424
(404) 881-7000
(404) 881-7777 (FAX)
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================
PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED (1) PER SHARE (2) AGGREGATE PRICE (2) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 4,500,000 $25.375 $114,187,500 $39,375
======================================================================================================
</TABLE>
(1) This Registration Statement covers the registration of 4,300,0000 shares
that may be issuable under the Registrant's 1995 Stock Option Plan,
200,000 shares that may be issuable under the Registrant's Non-Employee
Director Stock Plan and any additional shares that may hereafter become
issuable as a result of the adjustment and antidilution provisions of the
1995 Stock Option Plan and Non-Employee Director Stock Plan.
(2) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) and (h) and based upon the average of the high
and low prices of the Registrant's Common Stock on June 20, 1996, as
reported by the National Association of Securities Dealers automated
quotation system.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by AccuStaff Incorporation (the "Company")
with the Securities and Exchange Commission (the "Commission") are incorporated
by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1995.
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
1996, and the following Current Reports on Form 8-K: Form 8-K/A dated October
31, 1995; Form 8-K/A dated December 13, 1995; Form 8-K dated January 2, 1996;
Form 8-K/A dated January 2, 1996; Form 8-K dated January 3, 1996; Form 8-K
dated February 19, 1996; Form 8-K/A dated February 19, 1996; and Form 8-K dated
February 20, 1996.
(c) The description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A dated July 5, 1994, including any amendment
or report filed for the purpose of updating such description.
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 after the
date of this Registration Statement, and 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 herein and to be part hereof from the date of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the issuance of the securities being registered hereby has been
passed upon by the law firm of Alston & Bird, counsel for the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 10 of the Registrant's Bylaws permits the Company to indemnify a
present or former director of the Company for liabilities, including legal
expenses, arising by reason of service in such capacity if such person shall
have 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 in any criminal
proceeding if such person had no reasonable cause to believe his conduct was
unlawful. However, no indemnification may be made with respect to any matter
as to which the actions of such director shall have been adjudged to constitute
(i) a violation of criminal law unless the individual had reasonable cause to
believe his conduct was lawful or had no reason to believe his conduct was
unlawful; (ii) a transaction from which the individual derived an improper
personal benefit; (iii) a circumstance under which the liability provisions of
Section 607.0834 of the Florida Business Corporations Act (the "Florida Act"),
which relates to unlawful distribution of company assets, as presently or
hereinafter enacted, are applicable; or (iv) willful misconduct or conscious
disregard of the best interests of the corporation in certain proceedings.
Moreover, in the case of actions brought by or in the right of the corporation,
indemnification may be made if the person acted in good faith, and in a manner
that such person reasonably believed to be in, or not opposed to, the best
interests of the corporation; provided, however, that no indemnification may be
made for any claim, issue or matter as to which such person shall have been
adjudged to be liable, unless, and only to the extent that, the court in which
the judgment was made or another court of competent jurisdiction determines
that such person is entitled to indemnification.
II-1
<PAGE> 3
The Company has also entered into agreements with each of its current
directors and executive officers pursuant to which it is obligated to indemnify
those persons to the fullest extent authorized by law and to advance payments
to cover defense costs against an unsecured obligation to repay such advances
if it is ultimately determined that the recipient of the advance is not
entitled to indemnification. The indemnification agreements provide that no
indemnification or advancement of expenses shall be made (a) if a final
adjudication establishes that the indemnification actions or omissions were
material to the cause of certain adjudicated and constitute (i) a violation of
criminal law (unless the indemnitee had reasonable cause to believe that his
actions were lawful), (ii) a transaction from which the indemnitee derived an
improper personal benefit, (iii) an unlawful distribution or dividend under the
Florida Act, or (iv) willful misconduct or a conscious disregard for the joint
interests of the Company in a derivative or shareholder action, (b) for
liability under Section 16(b) of the Exchange Act, or (c) if a final decision
by a court having jurisdiction in the matter determines that indemnification
is not lawful.
The Registrant has purchased a standard policy of directors' and officers'
liability insurance covering directors and officers of the corporation with
respect to liabilities incurred as a result of their service in such capacities
and has purchased a rider to that policy covering liabilities under federal and
state securities laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
<TABLE>
<CAPTION>
ITEM 8. EXHIBITS
<S> <C>
4.1 Articles of Incorporation, as amended (incorporated by reference to the
Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1995 (File No. 0-24484)).
4.2 Bylaws.(1)
4.3 AccuStaff Incorporated 1995 Stock Option Plan.(1)
4.4 First Amendment to AccuStaff Incorporated 1995 Stock Option Plan.
4.5 AccuStaff Incorporated Non-Employee Director Stock Plan.(1)
4.6 First Amendment to AccuStaff Incorporated Non-Employee Director Stock Plan.
4.7 Second Amendment of AccuStaff Incorporated Non-Employee Director Stock Plan.
4.8 Form of Stock Option Agreement under AccuStaff Incorporated 1995 Stock Option Plan.(1)
4.9 Form of Non-Employee Director Stock Option Award Agreement.(1)
5.1 Opinion of Alston & Bird, counsel to the Registrant, as to legality of securities being registered.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Alston & Bird (including as part of Exhibit 5.1).
24.1 Power of Attorney (contained on signature page of this filing).
- ------------
</TABLE>
(1) Incorporated by reference to the Company's Registration Statement on
Form S-1 (No. 33-79806).
II-2
<PAGE> 4
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) Not applicable.
(ii) Not applicable.
(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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 thereto.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g) Not applicable.
(h) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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-3
<PAGE> 5
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 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 Jacksonville, State of Florida, on June 21, 1996.
ACCUSTAFF INCORPORATED
By: /s/ Derek E. Dewan
----------------------------------------
Derek E. Dewan,
Chairman of the Board, President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Derek E. Dewan and Michael D. Abney, and
each of them, as true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution for him or her and in his name or her 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 said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully and to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all which said
attorneys-in-fact and agents or any of them, or their or his or her 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 has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Derek E. Dewan Chairman of the Board, June 21, 1996
- ----------------------------- President, Chief Executive
Derek E. Dewan Officer and Director
/s/ Stephen A. Hoffmann Vice Chairman of the Board and June 21, 1996
- ----------------------------- Director
Stephen A. Hoffmann
/s/ Michael D. Abney Chief Financial Officer June 21, 1996
- -----------------------------
Michael D. Abney
/s/ Sean D. Mann Vice President and Controller June 21, 1996
- ----------------------------- (chief accounting officer)
Sean D. Mann
/s/ Delores P. Kesler Director June 21, 1996
- -----------------------------
Delores P. Kesler
</TABLE>
II-4
<PAGE> 6
<TABLE>
<S> <C> <C>
/s/ David G. Richardson Director June 21, 1996
- -----------------------------
David G. Richardson
Director
- -----------------------------
William H. Thumel, Jr.
/s/ T. Wayne Davis Director June 21, 1996
- -----------------------------
T. Wayne Davis
</TABLE>
II-5
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT PAGE
- ------ ---------------------------------------------------------------------------------------- ----
<S> <C> <C>
4.1 Articles of Incorporation, as amended (incorporated by reference to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1995 (File No. 0-24484)).
4.2 Bylaws.(1)
4.3 AccuStaff Incorporated 1995 Stock Option Plan.(1)
4.4 First Amendment to AccuStaff Incorporated 1995 Stock Option Plan.
4.5 AccuStaff Incorporated Non-Employee Director Stock Plan.(1)
4.6 First Amendment to AccuStaff Incorporated Non-Employee Director Stock Plan.
4.7 Second Amendment to AccuStaff Incorporated Non-Employee Director Stock Plan.
4.8 Form of Stock Option Agreement under AccuStaff Incorporated 1995 Stock Option Plan.(1)
4.9 Form of Non-Employee Director Stock Option Award Agreement.(1)
5.1 Opinion of Alston & Bird, counsel to the Registrant, as to legality of securities
being registered.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Alston & Bird (including as part of Exhibit 5.1).
24.1 Power of Attorney (contained on signature page of this filing).
- ---------------
</TABLE>
(1) Incorporated by reference to the Company's Registration Statement on
Form S-1 (No. 33-79806).
<PAGE> 1
EXHIBIT 4.4
FIRST AMENDMENT OF 1995 STOCK OPTION PLAN
WHEREAS, the Board of Directors of AccuStaff Incorporated (the
"Company") adopted the Stock Option Plan (the "Stock Option Plan") on August
24, 1995, and recommended that it be approved by the stockholders;
WHEREAS, the purpose of the Stock Option Plan is to advance the
interest of the Company, its Subsidiaries and its stockholders by affording
certain employees and Directors of the Company and its Subsidiaries, as well as
key consultants and advisors to the Company or any Subsidiary, an opportunity
to acquire or increase their proprietary interest in the Company, with the
objective of the issuance of Options and Awards pursuant to the Plan being to
promote growth and profitability of the Company and its Subsidiaries through
the provision of an additional incentive to Grantees under the Plan to achieve
the Company's objectives through participation in its success and growth by
encouraging the said Grantees' continued association with, or service to, the
Company; and
WHEREAS, the Board of Directors approved an amendment to the Stock
Option Plan in order to comply with Section 162(m) of the Internal Revenue Code
of 1986, as amended (the "First Amendment"), and recommended that it be
approved by the stockholders;
NOW, THEREFORE, the Stock Option Plan is hereby amended as follows:
1. Defined Terms. Initially capitalized terms used in this First
Amendment, which are not otherwise defined by this Amendment, are used with
the same meaning ascribed to such terms in the Stock Option Plan.
2. Amendment.
a. The definition of "Disinterested Person" of Article I
of the Stock Option Plan is amended to read as follows:
"Disinterested Person" shall have the meaning set forth in Rule 16b-3
under the Exchange Act and Section 162(m) of the Code, as the same may
be in effect from time to time, or in any successor rules or sections
thereto, and shall be determined for all purposes under the Plan
according to interpretative positions with respect thereto issued by
the Securities and Exchange Commission or the Internal Revenue
Service.
b. Article V of the Stock Option Plan is amended to add
Section 5.3 to read as follows:
5.3 Per-Employee Limitation. Subject to any antidilution adjustment
pursuant to the provisions of Section 5.2 hereof, the maximum number
of shares of Stock in any combination of Incentive Stock Options,
non-Incentive Stock Options, SARs or Restricted Stock that may be
issued hereunder to any one Employee in any given fiscal year shall be
2,000,000 in fiscal years 1995 and 1996 and 500,000 in all fiscal
years thereafter.
<PAGE> 2
3. Effectiveness. This First Amendment shall not become
effective unless and until such provisions are approved by at least a majority
vote of the holders of the outstanding Common Stock of the Company present, or
represented, and entitled to vote on such matter at a meeting of shareholders
duly called and convened within one year following the date hereof.
4. Approval. Except as hereinabove amended and modified, the
Stock Option Plan is approved without further modification or amendment.
IN WITNESS WHEREOF, the Company has caused this First Amendment to be
executed as of June 21, 1996, effective as of May 13, 1996, in accordance with
Article X of the Stock Option Plan and the authority provided by the Board of
Directors.
ACCUSTAFF INCORPORATED
By /s/ Derek E. Dewan
----------------------------------
Name: Derek E. Dewan
Title: Chairman of the Board,
President and Chief Executive
Officer
- 2 -
<PAGE> 1
EXHIBIT 4.6
FIRST AMENDMENT OF ACCUSTAFF INCORPORATED
NON-EMPLOYEE DIRECTOR STOCK PLAN
WHEREAS, the Board of Directors of AccuStaff Incorporated (the
"Company") adopted and the stockholders approved the Non-Employee Director
Stock Plan (the "Director Plan") on December 29, 1993;
WHEREAS, the purpose of the Director Plan is to provide an incentive
and reward to the Company's non-employee directors; and
WHEREAS, the Board of Directors of the Company approved an amendment
to the Company's Director Plan (the "First Amendment");
NOW, THEREFORE, the Director Plan is hereby amended as follows:
1. Defined Terms. Initially capitalized terms used in this First
Amendment, which are not otherwise defined by this Amendment, are used with the
same meaning ascribed to such terms in the Director Plan.
2. Amendment. Section 3.4 is amended to read as follows:
3.4 The Committee shall have the authority to interpret and
construe the Plan, to prescribe, amend and rescind rules and
regulations relating to it, to determine the details and provisions of
each Agreement and make all other determinations necessary or
advisable for the administration of the Plan, including, without
limitation, the amending or modifying of outstanding Options or
Awards, provided that the Participant consents to such action. The
Committee shall also have the discretion and authority to specify,
with respect to Options or Awards of a particular Participant, the
effect upon such Participant's right to exercise an Option or Award
upon death, which effect might include acceleration of the date at
which an Option or Award may be exercised in full; provided, however,
that in no event may an Option or Award be exercised after the
expiration of ten (10) years from the Effective Date of Grant. The
interpretation and construction by the Committee of any provisions of
the Plan or any Option or Award granted under it and all actions of
the Committee shall be binding on all parties hereto. No member of
the Committee shall be liable for any action or determination made in
good faith with respect to the Plan or any Option or Award granted
under it.
3. Approval. Except as hereinabove amended and modified, the
Director Plan is approved without further modification or amendment.
<PAGE> 2
IN WITNESS WHEREOF, the Company has caused this First Amendment to be
executed as of June 21, 1996, effective as of May 13, 1996, in accordance with
Section 8 of the Director Plan and the authority provided by the Director Stock
Plan Committee and the Board of Directors.
ACCUSTAFF INCORPORATED
By /s/ Derek E. Dewan
---------------------------------
Name: Derek E. Dewan
Title: Chariman of the Board, President
and Chief Executive Officer
- 2 -
<PAGE> 1
EXHIBIT 4.7
SECOND AMENDMENT OF ACCUSTAFF INCORPORATED
NON-EMPLOYEE DIRECTOR STOCK PLAN
WHEREAS, the Board of Directors of AccuStaff Incorporated (the
"Company") adopted and the stockholders approved the Non-Employee Director
Stock Plan (the "Director Plan") on December 29, 1993;
WHEREAS, the purpose of the Director Plan is to provide an incentive
and reward to the Company's non-employee directors; and
WHEREAS, the Board of Directors of the Company approved an amendment
to the Company's Director Plan (the "Second Amendment"), and recommended that
it be approved by the stockholders;
NOW, THEREFORE, the Director Plan is hereby amended as follows:
1. Defined Terms. Initially capitalized terms used in this
Second Amendment, which are not otherwise defined by this Amendment, are used
with the same meaning ascribed to such terms in the Director Plan.
2. Amendment.
a. Section 5.1 is amended to read as follows:
5.1 a. On the date on which a Participant is first
elected or appointed as a Director of the Company during the
existence of the Plan, such Participant shall automatically be
granted a non-qualified Option to purchase 60,000 Shares (an
"Initial Grant").
b. Each year on the date on which a Participant
is reelected as a Director of the Company during the existence
of the Plan, such Participant shall automatically be granted a
non-qualified Option to purchase 20,000 Shares (an "Annual
Grant").
c. The maximum number of Shares granted to a
Participant serving as a Director of the Company prior to the
Company's 1996 annual meeting of stockholders shall not exceed
160,000 during the lifetime of his service to the Company.
The maximum number of Shares granted to a Participant first
elected a Director of the Company on or after the Company's
1996 annual meeting of stockholders
<PAGE> 2
shall not exceed 100,000 during the lifetime of his service to
the Company.
b. Section 6.1 is amended to read as follows:
6.1 The aggregate number of Shares which may be issued under the
Plan shall be 600,000.
c. Section 7.1(a) is amended to read as follows:
(a) Number of Shares. Each Initial Grant Agreement shall state
that it pertains to 60,000 Shares. Each Annual Grant Agreement shall
state that it pertains to 20,000 Shares.
d. Section 7.1(h) is amended to read as follows:
(h) Vesting Schedule. An Option may not be exercised prior to the
date it is vested. Each Initial Grant shall be subject to a vesting
schedule which will provide that 20% of the total Shares subject to
the Option shall vest on each of the first five (5) anniversaries of
the Effective Grant Date. Each Annual Grant shall be subject to a
vesting schedule which will provide that 33 1/3% of the total Shares
subject to the Option shall vest on each of the first three (3)
anniversaries of the Effective Grant Date.
3. Effectiveness. This Amendment shall not become effective
unless and until such provisions are approved by at least a majority vote of
the holders of the outstanding capital stock of the Company present, or
represented, and entitled to vote on such matter at a meeting of shareholders
duly called and convened within one year following the date hereof.
4. Approval. Except as hereinabove amended and modified, the
Director Plan is approved without further modification or amendment.
IN WITNESS WHEREOF, the Company has caused this First Amendment to be
executed as of June 21, 1996, effective as of May 13, 1996, in accordance with
Section 8 of the Director Plan and the authority provided by the Director Stock
Plan Committee and the Board of Directors.
ACCUSTAFF INCORPORATED
By /s/ Derek E. Dewan
-----------------------------------
Name: Derek E. Dewan
Title: Chariman of the Board,
President and Chief Executive
Officer
- 2 -
<PAGE> 1
EXHIBIT 5.1
ALSTON&BIRD
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
404-881-7000
Fax: 404-881-7777
June 25, 1996
AccuStaff Incorporated
6440 Atlantic Boulevard
Jacksonville, Florida 32211
Re: Form S-8 Registration Statement
AccuStaff Incorporated
Ladies and Gentlemen:
We have acted as counsel to AccuStaff Incorporated (the "Company") in
connection with the filing of a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended,
covering up to 4,500,000 shares of the Company's Common Stock, $.01 par value
per share (the "Shares"), that may be issued pursuant to AccuStaff
Incorporated 1995 Stock Option Plan and Non-Employee Director Plan
(collectively, the "Plans"). This opinion is rendered pursuant to Item 8 of
Form S-8 and Item 601(b)(5) of Regulation S-K. In connection therewith, we
have examined such corporate records, certificates of public officials and
other documents and records as we have considered necessary or proper for the
purpose of this opinion.
This opinion is limited by, and is in accordance with, the January 1,
1992 edition of the Interpretive Standards Applicable to Legal Opinions to
Third Parties in Corporate Transactions adopted by the Legal Opinion Committee
of the Corporate and Banking Law Section of the State Bar of Georgia.
Based upon the foregoing, it is our opinion that the up to 4,500,000
Shares covered by the Registration Statement, which may be issued pursuant to
the Plans, will, when issued, be legally issued, fully paid and nonassessable.
601 Pennsylvania Avenue, N.W.
North Building, Suite 250
Washington, D.C. 20004-2601
<PAGE> 2
AccuStaff Incorporated
June 25, 1996
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name wherever
appearing in the Registration Statement.
Sincerely,
ALSTON & BIRD
By: /s/ Jeffrey A. Allred
---------------------
Jeffrey A. Allred
<PAGE> 1
EXHIBIT 23.1
COOPERS COOPERS & LYBRAND L.L.P.
& LYBRAND[LOGO]
a professional services firm
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
AccuStaff Incorporated on Form S-8 of our report dated March 15, 1996, except
for the last paragraph of Note 6 and the last paragraph of Note 11 as to which
the date is March 27, 1996, on our audits of the consolidated financial
statements as of December 31, 1995 and 1994 and for each of the three years in
the period ended December 31, 1995, which report is included in the Annual
Report on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
Jacksonville, Florida
June 24, 1996
