<PAGE>
As filed with the Securities and Exchange Commission on December 24, 1996
Registration No. 333-17715
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
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 Identification No.)
incorporation or organization)
6440 Atlantic Boulevard, Jacksonville, Florida 32211
(904) 725-5574
(Address, including zip code, and telephone number,
including area code, of registrant's executive offices)
------------------------
DEREK E. DEWAN
Chairman, President and Chief Executive Officer
AccuStaff Incorporated
6440 Atlantic Boulevard
Jacksonville, Florida 32211
(904) 725-5574
(Name, address, including zip code, and telephone number
including area code, of agent for service)
------------------------
The Commission is requested to send copies of all communications to:
Timothy Mann, Jr., Esq.
Alston & Bird
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
(404) 881-7000
Fax (404) 881-7777
Approximate date of commencement of proposed sale to the public: From time to
time after the Registration Statement becomes effective.
------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Proposed Maximum Proposed
Title of Shares Amount To Be Aggregate Offering Maximum Aggregate Amount of
To Be Registered Registered Price Per Share Offering Price Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 5,551,992 shares $20.438(1) $113,471,612(1) $34,386(1)
per share
====================================================================================================================================
</TABLE>
(1) Estimated solely for purposes of determining the registration fee. This
amount, calculated pursuant to Rule 457(c), was based on the average of
the high and low prices of the Registrant's Common Stock on December 17,
1996, as reported on the New York Stock Exchange, $16,020 of this filing
fee was paid with the Company's initial filing of this registration
statement, $18,366 has been paid herewith.
-------------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+ Information contained herein is subject to completion or amendment. A +
+ registration statement relating to these securities has been filed with the +
+ Securities and Exchange Commission. These securities may not be sold nor may +
+ offers to buy be accepted prior to the time the registration statement +
+ becomes effective. This prospectus shall not constitute an offer to sell or +
+ the solicitation of an offer to buy nor shall there be any sale of these +
+ securities in any State in which such offer, solicitation or sale would be +
+ unlawful prior to registration or qualification under the securities laws of +
+ any such State. +
+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED DECEMBER 24, 1996
PROSPECTUS
5,551,992 Shares
ACCUSTAFF INCORPORATED
Common Stock
This prospectus relates to 5,551,992 shares (the "Shares") of common stock,
$.01 par value per share (the "Common Stock"), of AccuStaff Incorporated., a
Florida corporation (the "Company"). All of these Shares were acquired by
certain shareholders (the "Selling Shareholders") from the Company in connection
with the acquisition by the Company of HJM Consulting, Inc., The McKinley Group,
Inc.; Staffware, Inc.; Datacorp Business Systems, Inc; Legal Support Personnel,
Inc.; in connection with its Third Amended and Restated Credit Facility; and in
connection with the Company's pending acquisition of LIT, Inc. and an affiliated
company. See "Selling Shareholders" below. The Selling Shareholders may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933, as
amended (the "Securities Act"). See "Plan of Distribution" below.
The Shares may be sold from time to time by the Selling Shareholders, or by
pledgees, donees, transferees or other successors in interest. Such sales may be
made on the New York Stock Exchange or such other national securities exchange
or automated interdealer quotation system on which shares of Common Stock are
then listed, through negotiated transactions or otherwise at prices and at terms
then prevailing or at prices related to the then current market price or in
negotiated transactions. The Shares may be sold by one or more of the following
methods: (a) ordinary brokerage transactions and transactions in which the
broker solicits purchasers; (b) purchases by a broker or dealer as principal and
resale by such broker or dealer for its account pursuant to this Prospectus; (c)
a block trade in which the broker or dealer so engaged will attempt to sell the
Shares as agent but may position and resell a portion of the block as principal
to facilitate the transaction; (d) an exchange distribution in accordance with
the rules of such exchange; and (e) through the writing of options on the
Shares. See "Selling Shareholders" and "Plan of Distribution" below.
None of the proceeds from the sale of the Shares by the Selling
Shareholders will be received by the Company. The Company will bear all expenses
in connection with the registration of the shares being offered by the Selling
Shareholders. The Selling Shareholders will bear any brokerage commissions,
discounts and other costs associated with respect to sales of the Shares. The
Company has agreed to indemnify the Selling Shareholders against certain
liabilities, including liabilities under the Securities Act.
The shares of Common Stock of the Company are traded on the New York Stock
Exchange ("NYSE") under the symbol ASI. On December 23, 1996, the last sales
price for the shares of Common Stock as reported by NYSE was $20.25 per
share.
---------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is December , 1996
<PAGE>
AVAILABLE INFORMATION
Additional information regarding AccuStaff Incorporated and the shares
offered hereby is contained in the Registration Statement on Form S-3 (of which
this Prospectus forms a part) and the exhibits relating thereto filed by the
Company with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "1933 Act"). Statements contained herein
concerning the provisions of documents are necessarily summaries of such
documents, and each statement is qualified in its entirety by reference to the
copy of the applicable document filed with the Commission.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549; and at
the Commission's Regional Offices located at 7 World Trade Center, Suite 1300,
New York, New York 10048 and 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such materials can also be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The Commission maintains a Web site that contains
reports, proxy and information statements and other information regarding
registrants, such as the Company, that file electronically with the Commission.
Such reports, proxy and information statements and other information may be
found at the Commission's world wide web site address: http://www.sec.gov. The
common stock of the Company, $.01 par value per share (the "Common Stock"), is
listed on the NYSE under the symbol "ASI," and such reports, proxy statements
and other information concerning the Company are available for inspection at the
office of the NYSE, 20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Company (File No.
0-24484) are hereby incorporated by reference into this Prospectus:
(1) The Company's Annual Report on Form 10-K for the year ended December 31,
1995;
(2) The Company's Quarterly Report on Form 10-Q for the fiscal quarters ended
September 30, 1996, June 30, 1996 and March 31, 1996;
(3) The description of AccuStaff Common Stock set forth in AccuStaff's
registration statement filed pursuant to Section 12 of the Exchange Act,
and any amendment or report filed for the purpose of updating any such
description.
(4) The following Current Reports on Form 8-K: Form 8-K/A dated July 2, 1995;
Form 8-K/A dated October 31, 1995; Form 8-K/A dated December 31, 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 dated February
20, 1996; and Form 8-K/A dated February 19, 1996; Form 8-K dated June 19,
1996; Form 8-K/A dated June 19, 1996; Form 8-K dated August 25, 1996; Form
8-K dated September 16, 1996; Form 8-K dated September 16, 1996;
Form 8-K dated November 14, 1996 and Form 8-K dated December 11, 1996.
(5) The Company's Registration Statement on Form S-4 (333-12207) as declared
effective by the Commission on October 7, 1996 relating to the Company's
acquisition of Career Horizons, Inc.
All documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the
2
<PAGE>
offering registered hereby shall be deemed to be incorporated by reference into
this Prospectus and to be a part hereof from the date of the filing of such
documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
(or in any subsequently filed document that also is or is deemed to be
incorporated by reference herein) 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 Prospectus. All information
appearing in this Prospectus is qualified in its entirety by information and
financial statements (including notes thereto) appearing in the documents
incorporated by reference herein, except to the extent set forth in the
immediately preceding statement.
The Company will provide, without charge, to each person to whom a copy of
this Prospectus is delivered, including any beneficial owner, upon written or
oral request of such person, a copy of any or all of the documents incorporated
by reference herein (other than exhibits to such documents, unless such exhibits
are specifically incorporated by reference into the information that the
Prospectus incorporates). Requests should be directed to Michael D. Abney,
Senior Vice President and Chief Financial Officer, AccuStaff Incorporated, 6440
Atlantic Boulevard, Jacksonville, Florida 32211, telephone number (904) 725-
5574.
THE COMPANY
The Company is a national provider of staffing and outsourcing services to
businesses, professional and service organizations and government agencies. The
Company is organized into three divisions. The Professional Services division
provides personnel for information technology, technical, legal and accounting
functions. The Commercial division provides clerical and light industrial
staffing services. The Telecommunications division provides trained customer
care and telemarketing personnel to American Transtech, Inc., a subsidiary of
AT&T.
The Company is incorporated under the laws of the State of Florida. The
address and telephone number of its principal executive offices are 6440
Atlantic Boulevard, Jacksonville, Florida, 32211, telephone number
(904) 725-5574.
3
<PAGE>
SELLING SHAREHOLDERS
The following table sets forth (i) the name of each of the Selling
Shareholders, (ii) the number of shares of Common Stock beneficially owned by
each Selling Shareholder prior to the offering and being offered hereby, and
(iii) the number of shares of Common Stock beneficially owned by each Selling
Shareholder after completion of the offering.
<TABLE>
<CAPTION>
Shares Beneficially Shares Beneficially
Owned Prior to Owned
Selling Shareholder Offering/(1)(2)/ Shares Being Offered After Offering/(2)/
------------------- -------- -------------------- --------------
<S> <C> <C> <C>
Harry Kaplan (3) 1,125,000 1,125,000 --
Marcia Kerr (4) 1,125,000 1,125,000 --
James J. Wayland, Jr./(5)/ 619,050 619,050 --
Edward D. Wayland/(6)/ 619,050 619,050 --
Gary B. Wayland/(7)/ 619,050 619,050 --
Gadi Rosenfeld/(8)/ 580,261 580,261 --
Daniel T. Court/(9)/ 386,840 386,840 --
Dennis N. Keister/(10)/ 182,353 182,353 --
Michael F. Ball/(11)/ 182,353 182,353 --
Atlantic Equity Corporation/(12)/ 45,000 45,000 --
Richard E. Taton/(13)/ 20,410 20,410 --
Jean M. Taton/(14)/ 20,410 20,410 --
Charles E. Friedhof/(15)/ 13,607 13,607 --
Richard E. Moore/(16)/ 6,804 6,804 --
Ronald J. Taton/(17)/ 6,804 6,804 --
----- -----
TOTAL 5,551,992 5,551,992
========= =========
- -----------------------------------
</TABLE>
(1) All share ownership information was provided to the Company by the Selling
Shareholders.
(2) Assumes that all of the Shares held by the Selling Shareholders and being
offered hereby are sold, and that the Selling Shareholders acquire no
additional shares of Common Stock prior to completion of this offering.
Each Selling Shareholder beneficially owns less than 1% of the total number
of shares of Common Stock outstanding.
(3) Mr. Kaplan serves as the President of HJM consulting, Inc. Includes 112,500
shares currently held in escrow pursuant to an escrow agreement entered
into in connection with the Company's acquisition of HJM Consulting, Inc.
(4) Ms. Kerr serves as the Vice President, Secretary and Treasurer of HJM
Consulting, Inc. Includes 112,500 shares currently held in escrow pursuant
to an escrow agreement entered into in connection with the Company's
acquisition of HJM Consulting.
(5) James J. Wayland, Jr. served as Chairman, Chief Executive Officer and a
member of the Board of Directors of The McKinley Group, Inc, ("McKinley")
prior to the Company's acquisition of McKinley and currently serves as
President of McKinley. Includes 91,425 shares currently held in escrow
pursuant to certain escrow agreements entered into in connection with the
Company's acquisition of McKinley.
(6) Edward D. Wayland served as Vice President and a member of the Board of
Directors of McKinley prior to the Company's acquisition of McKinley.
Includes 91,425 shares currently held in escrow pursuant to certain escrow
agreements entered into in connection with the Company's acquisition of
Staffware.
(7) Gary B. Wayland served as Vice President and member of the Board of
Directors of McKinley prior to the Company's acquisition of McKinley.
Includes 91,425 shares currently held in escrow pursuant to certain escrow
agreements entered into in connection with the Company's acquisition of
McKinley.
(8) Prior to its acquisition by a subsidiary of AccuStaff, Mr. Rosenfeld served
as the President of Legal Support Personnel, Inc.
(9) Mr. Court serves as the President of Legal Support Personnel, Inc. and Vice
President of LIT, Inc.
(10) Mr. Keister serves as President of Staffware, Inc. Includes 18,235 shares
held in escrow pursuant to certain escrow agreements entered into in
connection with the Company's acquisition of Staffware
(11) Mr. Ball serves as Vice President of Staffware, Inc. Includes 18,235 shares
held in escrow pursuant to certain escrow agreements entered into in
connection with the Company's acquisition of Staffware.
(12) All of the shares benefically owned by Atlantic Equity Corporation are
acquired pursuant to a warrant granted on January 9, 1996.
(13) All of the shares benefically owned are held by the Richard E. Taton
Revocable Trust of which Mr. Taton is the sole beneficial owner.
(14) All of the shares benefically owned are held by the Jean M. Taton
Revocable Trust of which Ms. Taton is the sole benefical owner.
(15) Mr. Friedhof is the President of DataCorp Business Systems, Inc.
(16) All of the shares benefically by Mr. Moore are owned in his capacity as
trustee of a trust for the benefit of Edward R. Taton over which he has
sole dispositive power.
(17) Ronald R. Taton is a Vice President of DataCorp Business Systems, Inc.
4
<PAGE>
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling Shareholders, or by
pledgees, donees, transferees or other successors in interest. Such sales may be
made on the New York Stock Exchange or such other national securities exchange
or automated interdealer quotation system on which shares of Common Stock are
then listed, through negotiated transactions or otherwise at prices and at terms
then prevailing or at prices related to the then current market price or in
negotiated transactions. The Shares may be sold by one or more of the following
methods: (a) ordinary brokerage transactions and transactions in which the
broker solicits purchasers; (b) purchases by a broker or dealer as principal and
resale by such broker or dealer for its account pursuant to this Prospectus; (c)
a block trade in which the broker or dealer so engaged will attempt to sell the
Shares as agent but may position and resell a portion of the block as principal
to facilitate the transaction; (d) an exchange distribution in accordance with
the rules of such exchange; and (e) through the writing of options on the
Shares. See "Selling Shareholders."
If necessary, a supplemental prospectus which describes the method of sale
in greater detail may be filed by the Company with the Commission pursuant to
Rule 424(c) under the 1933 Act under certain circumstances. In effecting sales,
brokers or dealers engaged by the Selling Stockholder and/or purchasers of the
Shares may arrange for other brokers or dealers to participate. Brokers or
dealers will receive commissions, concessions or discounts from the Selling
Stockholder and/or the purchasers of the Shares in amounts to be negotiated
prior to the sale. In addition, any Shares covered by this Prospectus which
qualify for sale pursuant to Rule 144 under the 1933 Act may be sold under Rule
144 rather than pursuant to this Prospectus. The Company will bear all expenses
in connection with the registration of the Shares being offered by the Selling
Shareholders. The Selling Shareholders will bear any brokerage commissions,
discounts and other costs associated with the sale of the Shares. The Company
has agreed to indemnify the Selling Shareholders against certain liabilities
including liabilities under the 1933 Act.
The Selling Stockholders and any broker or dealer who acts in connection
with the sale of the Shares hereunder may be deemed to be "underwriters" within
the meaning of Section 2(11) of the 1933 Act.
LEGAL OPINIONS
A legal opinion to the effect that the Shares offered hereby by the Selling
Shareholders are validly issued, fully paid and non-assessable has been rendered
by Alston & Bird, Atlanta, Georgia, counsel to the Company.
EXPERTS
The following financial statements incorporated by reference herein have
been so incorporated in reliance on the reports of Coopers & Lybrand L.L.P.,
independent accountants, given on the authority of that firm as experts in
accounting and auditing:
The consolidated balance sheets of AccuStaff Incorporated and
subsidiaries as of December 31, 1995 and January 1, 1995, and the
related consolidated statements of income, stockholders' equity and
cash flows for each of the three years in the period ended
December 31, 1995.
The supplemental consolidated balance sheets of AccuStaff Incorporated
and subsidiaries as of December 31, 1995 and January 1, 1995, and the
related supplemental consolidated statements of income, stockholders'
equity and cash flows for each of the three years in the period ended
December 31, 1995.
The consolidated financial statements of Career Horizons, Inc. and
subsidiaries as of June 30, 1995 and 1994, and for each of the three
years in the period ended June 30, 1995 and as of December 31, 1995
and for the six months ended December 31, 1995.
5
<PAGE>
The combined balance sheet of Excel Temporary Services, Inc. and
affiliated companies as of December 31, 1995, and the related
statement of income, stockholders' equity and cash flows for the year
then ended.
The balance sheets of PTA International as of December 31, 1995 and
1994, and the related statements of income, stockholders' equity and
cash flows for each of the two years in the period ended December 31,
1995.
The combined balance sheets of Special Counsel International, Inc. and
its affiliates as of December 31, 1994 and 1993, and the related
combined statements of income, stockholders' equity and cash flows for
each of the two years in the period ended December 31, 1994.
The balance sheet of Bogard Temps, Inc. as of December 31, 1994, and
the related statements of income, retained earnings and cash flows for
the year then ended.
The balance sheets of Matthews Professional Employment Specialists,
Inc. as of December 31, 1994 and 1993, and the related statements of
income (loss), stockholders' equity and cash flows for each of the
three years in the period ended December 31, 1994.
The balance sheet of HNS Software, Inc. as of December 31, 1995, and
the related statements of income, stockholders' equity and cash flows
for the year then ended.
The balance sheet of Staffware, Inc. as of December 31, 1995, and the
related statements of income, stockholders' equity and cash flows for
the year then ended.
The balance sheet of DataCorp Business Systems, Inc. as of December
31, 1995, and the related statements of income, stockholders' equity
and cash flows for the year then ended.
The balance sheet of Openware Technologies, Inc. as of December 31,
1995, and the related statements of income, stockholders' equity and
cash flows for the year then ended.
The balance sheets of The McKinley Group, Inc. as of September 30,
1995 and 1994, and the related statements of income, stockholders'
equity and cash flows for the years then ended.
The balance sheets of Computer Professionals, Inc. as of December 31, 1994
and 1993 and the related statements of income, stockholders' equity and cash
flows for each of the years in the two year period ended December 31, 1994
incorporated by reference herein have been audited by McGladrey & Pullen, LLP,
independent auditors, as stated in their report incorporated by reference herein
and are so incorporated in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing.
The balance sheets of Advance/Possis Technical Services, Inc. as of
September 30, 1995 and 1994 and related statements of income, retained earnings
and cash flows for each of the two years in the period ended September 30, 1995
incorporated by reference herein have been audited by Bertram, Vallez, Kaplan
and Talbot, LTD, independent auditors, as stated in their report incorporated by
reference herein and are so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
The balance sheets of GW Temporaries, Inc. and Goldfarb-Wasson Associates,
Inc. as of December 31, 1995 and 1994 and the related statements of income,
expense and retained earnings and
6
<PAGE>
cash flows for the nine months ended December 31, 1995 and each of the two years
in the period ended March 31, 1995, incorporated by reference herein have been
audited by Stadtler, Rosenblum & Saris, independent auditors, as stated in their
reports incorporated by reference herein and are so incorporated in reliance
upon the reports of such firm given upon their authority as experts in
accounting and auditing.
The combined balance sheets of Additional Technical Support, Inc. and
affiliated companies as of July 31, 1995 and 1994 and the related statements of
income, stockholders' equity and cash flows for each of the two years in the
period ended July 31, 1995, incorporated by reference herein have been audited
by Nyhan & Mazza, P.C., independent auditors, as stated in their report
incorporated by reference herein and are so incorporated in reliance upon the
report of such firm given upon their authority as experts in accounting and
auditing.
The balance sheet of Career Enhancement International, Inc. as of December
31, 1995 and the related statements of income, stockholders' equity and cash
flows for the year then ended, incorporated by reference herein have been
audited by Dennis I. Berner, C.P.A., independent auditor as stated in his report
incorporated by reference herein and are so incorporated in reliance upon the
report of such individual given upon his authority as an expert in accounting
and auditing.
The balance sheet of Perspective Technology Corporation as of December 31,
1995 and the related statements of income, stockholders' equity and cash flows
for the year then ended, incorporated by reference herein have been audited by
Beers & Cutler PLLC, independent auditors, as stated in their report
incorporated by reference herein and are so incorporated in reliance upon the
report of such firm given upon their authority as experts in accounting and
auditing.
7
<PAGE>
==========================================================================
No dealer, salesperson or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus, and, if given or made, such information or representation must not
be relied upon as having been authorized by the Company or the Selling
Stockholders. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, to any person in any jurisdiction in which such
offer to sell or solicitation is not authorized, or in which the person making
such offer or solicitation is not qualified to do so, or to any person to whom
it is unlawful to make such offer or solicitation.
-----------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information...................................................... 2
Incorporation of Certain
Documents by Reference................................................... 2
The Company................................................................ 3
Selling Shareholders....................................................... 4
Plan of Distribution....................................................... 5
Legal Opinions............................................................. 5
Experts.................................................................... 5
</TABLE>
-----------------
================================================================================
================================================================================
5,551,992 Shares
ACCUSTAFF
INCORPORATED
Common Stock
-------------------
P R O S P E C T U S
December , 1996
-------------------
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
<TABLE>
<CAPTION>
<S> <C>
Registration fee to Securities and Exchange Commission $34,386
Accounting fees and expenses 1,000
Legal fees and expenses 10,000
Miscellaneous expenses 1,000
-------
Total $46,386
=======
</TABLE>
The foregoing items, except for the registration fee to the Securities and
Exchange Commission, are estimated. The Company has agreed to bear all expenses
in connection with the registration of the Shares being offered by the Selling
Shareholders. The Selling Shareholders will bear any brokerage commissions,
discounts and other costs associated with the sale of the Shares. The Company
has agreed to indemnify the Selling Shareholders against certain liabilities
including liabilities under the 1933 Act.
Item 15. Indemnification of Directors and Officers
Article 10 of the Company's Bylaws requires the Company, to the fullest
extent permitted or required by the Florida Business Corporation Act (the
"Florida Act") to (i) indemnify its directors against any and all liabilities
and (ii) advance any and all reasonable expenses, incurred in any proceeding to
which any such director is a party or in which such director is deposed or
called to testify as a witness because he or she is or was a director of the
Company. Generally, the Florida Act permits indemnification of a director upon a
determination that he or she acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The right to
indemnification granted in the Company's Bylaws is not exclusive of any other
rights to indemnification against liabilities or the advancement of expenses
which a director may be entitled under any written agreement, Board resolution,
vote of stockholders, the Florida Act or otherwise.
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 when the Florida Act, or (iv) willful
misconduct or a conscious disregard for the just 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.
At present, the Company is not aware of any pending or threatened
litigation or proceeding involving a director, officer, employee or agent of the
Company in which indemnification would be required or permitted under the
Company's Bylaws, or the indemnitee agreements or Florida law.
The Company has purchased insurance to protect directors, officers,
employees or other agents of the Company from any liability asserted against
them for acts taken or omissions occurring in their capacities as such.
II-1
<PAGE>
In addition, the Company carries insurance on behalf of directors and
officers that may cover liabilities under the Securities Act.
Item 16. Exhibits and Financial Statement Schedules
The following exhibits are filed as part of this Registration Statement:
Exhibit No. Description
4.1 Certificate of Incorporation, as amended, incorporated by reference
to the Company's Annual Report on Form 10-K for the year ended
December 31, 1995 (File No. 0-24484).
4.2 Bylaws, as amended, incorporated by reference to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1996
(File No. 0-24484).
5.1 Opinion of Alston & Bird as to the legality of the securities being
offered by the Selling Shareholders.
23.1 Consent of Alston & Bird (included in their opinion filed as
Exhibit 5)
23.2 Consent of Coopers & Lybrand L.L.P.*
23.3 Consent of McGladrey & Pullen, LLP.*
23.4 Consent of Bertram, Vallez, Kaplan & Talbot, LTD.*
23.5 Consent of Stadtler, Roseblum & Saris.*
23.6 Consent of Nyhan & Mazza, P.C.*
23.7 Consent of Dennis I. Berner, C.P.A.*
23.8 Consent of Beers & Cutler PLLC.*
24.1 Power of Attorney (included as part of the signature page hereto)*
- ----------
* Previously filed.
Item 17. Undertakings.
A. Rule 415 Offerings.
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 1933
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
II-2
<PAGE>
the 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 and 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 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) of this Section
do not apply if the Registration Statement is on Form S-3, Form S-8 or Form
F-3 and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the 1933 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 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.
(4) If the registrant is a foreign private issuer, to file a post-effective
amendment to the Registration Statement to include any financial statements
required by Rule 3-19 of this chapter at the start of any delayed offering
or throughout a continuous offering. Financial statements and information
otherwise required by Section 10(a)(3) of the 1933 Act need not be
furnished, provided, that the registrant includes in the prospectus, by
means of a post-effective amendment, the financial statements required
pursuant to this paragraph (a)(4) and other information necessary to insure
that all other information in the prospectus is at least as current as the
date of those financial statements. Notwithstanding the foregoing, with
respect to Registration Statements on Form F-3, a post-effective amendment
need not be filed to include financial statements and information required
by Section 10(a)(3) of the 1933 Act or Rule 3-19 of this Chapter if such
financial statements and information are contained in periodic reports
filed with or furnished with the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Form F-3.
B. Subsequent Documents Incorporated by Reference.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the registrant's
annual report pursuant to Section 13(a) or 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 the initial bona fide
offering thereof.
C. Indemnification of Officers, Directors and Controlling Persons.
Insofar as indemnification for liabilities arising under the 1933 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
II-3
<PAGE>
such indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.
D. Prospectus in a Registration Statement at the Time of Effectiveness.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the 1933 Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the 1933 Act shall be deemed to be part of this registration statement as
of the time it was declared effective.
(2) For the purpose of determining any liability under the 1933 Act, each
post-effective amendment that contains a form of prospectus 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.
II-4
<PAGE>
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-3 and has duly caused this Amendment to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Jacksonville, State of Florida, on December 23, 1996.
ACCUSTAFF INCORPORATED
By: /s/ DEREK E. DEWAN
--------------------------
Name: Derek E. Dewan
Title: Chairman, President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ DEREK E. DEWAN Chairman of the Board, President and Chief
- --------------------------- Executive Officer
Derek E. Dewan
* Vice Chairman of the Board
- ---------------------------
Walter W. Macauley
Director
___________________________
Delores P. Kesler
* Vice Chairman of the Board, Secretary and
- --------------------------- Treasurer
Stephen A. Hoffmann
* Director
- ---------------------------
William H. Thumel, Jr.
* Director
- ---------------------------
T. Wayne Davis
* Director
- ---------------------------
John K. Anderson, Jr.
Senior Vice President, Chief Financial
/s/ Michael D. Abney Officer and Assistant Secretary
- ---------------------------
Michael D. Abney
Vice President and Controller (chief
* accounting officer)
- ---------------------------
Sean D. Mann
By: /s/ Derek E. Dewan
------------------------
Derek E. Dewan
Attorney in Fact
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Page
4.1 Certificate of Incorporation, as amended,
incorporated by reference to the Company's
Annual Report on Form 10-K for the year ended
December 31, 1995 (File No. 0-24484).
4.2 Bylaws, as amended, incorporated by reference
to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1996
(File No. 0-24484).
5.1 Opinion of Alston & Bird as to the legality of
the Securities being offered by the Selling
Shareholders.
23.1 Consent of Alston & Bird (including in their
opinion filed as Exhibit 5).
23.2 Consent of Coopers & Lybrand L.L.P.*
23.3 Consent of McGladrey & Pullen, L.L.P.*
23.4 Consent of Bertram, Vallez, Kaplan & Talbot, LTD.*
23.5 Consent of Stadtler, Rosenblum & Saris.*
23.6 Consent of Nyhan & Mazza, P.C.*
23.7 Consent of Dennis I. Berner, C.P.A.*
23.8 Consent of Beers & Cutler, PLLC.*
24.1 Power of Attorney (included as part of the
signature page hereto).*
- ----------
* Previously filed.
Page 1
<PAGE>
[LETTERHEAD OF ALSTON & BIRD]
December 23, 1996
AccuStaff Incorporated
6440 Atlantic Boulevard
Jacksonville, Florida 32211
Re: Form S-3 Registration Statement-Resale by Shareholders of AccuStaff
Incorporated
Ladies and Gentlemen:
We have acted as counsel for AccuStaff Incorporated, a Florida corporation
(the "Corporation"), in connection with the referenced Registration Statement on
Form S-3 (the "Registration Statement") being filed by the Corporation with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended, and covering 5,146,672 issued and outstanding shares (the
"Outstanding Shares") of the Corporation's common stock, $.01 par value ("Common
Stock") and 405,320 shares of Common Stock to be issued in connection with the
Corporation's pending acquisition of LIT, Inc. and an affiliated company (the
"LIT Shares"), which are being offered for the account of certain selling
shareholders (the "Selling Shareholders"). All of these Shares were acquired or
are to be acquired by the Selling Shareholders from the Corporation in
connection with the acquisition by the Corporation of HJM Consulting, Inc.; The
McKinley Group, Inc.; Staffware, Inc.; Datacorp Business Systems, Inc; Legal
Support Personnel, Inc.; in connection with its Third Amended and Restated
Credit Facility and in connection with the Company's pending acquisition of LIT,
Inc. and an affiliated company. The Corporation will not receive any proceeds
from the sale of the Shares. The opinion hereinafter set forth is given to the
Commission at the request of the Corporation pursuant to Item 16 of Form S-3 and
Item 601(b)(5) of Regulation S-K.
This Opinion Letter 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 (the
"Interpretive Standards"), which Interpretative Standards are incorporated in
this Opinion Letter by this reference. Capitalized terms used in this Opinion
Letter and not otherwise defined herein shall have the meanings assigned to such
terms in the Interpretive Standards and in the Registration Statement.
<PAGE>
AccuStaff Incorporated
December 23, 1996
Page 2
In the capacity described above, we have considered such matters of law and
of fact, including the examination of originals or copies, certified or
otherwise identified to our satisfaction, of such records and documents of the
Corporation, certificates of public officials and such other documents as we
have deemed appropriate as a basis for the opinions hereinafter set forth. The
opinions set forth herein are limited to the laws of the State of Georgia.
Based upon the foregoing, it is our opinion that the Outstanding Shares
have been duly authorized and are legally and validly issued, fully paid and
nonassessable. It is also our opinion that the LIT shares have been duly and
validly authorized, and upon issuance thereof as provided for in the Agreement
and Plan of Merger relating to the acquisition of LIT, Inc. and its affiliated
company, will be validly issued, fully paid and nonassessable.
This Opinion Letter is provided to you for your benefit and for the benefit
of the Commission, in each case, solely with regard to the Registration
Statement, may be relied upon by you and the Commission only in connection with
the Registration Statement, and may not be relied upon by any other person or
for any other purpose without our prior written consent.
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
/s/ JEFFREY A. ALLRED.
Jeffrey A. Allred, a Partner
JAA:pcn
