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As filed with the Securities and Exchange Commission on June 30, 1997.
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 Number)
6440 ATLANTIC BOULEVARD
JACKSONVILLE, FLORIDA 32211
(904) 725-5574
(Address, including zip code, and telephone number
of principal executive offices)
ACCUSTAFF INCORPORATED
RETIREMENT SAVINGS PLAN
(Full Title of the Plan)
DEREK E. DEWAN COPIES TO:
CHAIRMAN, PRESIDENT AND JOEL J. HUGHEY
CHIEF EXECUTIVE OFFICER ALSTON & BIRD LLP
ACCUSTAFF INCORPORATED ONE ATLANTIC CENTER
6440 ATLANTIC BOULEVARD 1201 WEST PEACHTREE STREET, NW
JACKSONVILLE, FLORIDA 32211 ATLANTA, GEORGIA 30309-3424
(904) 725-5574 (404) 881-7000
(Name, address, including zip code,
and telephone number, including
area code, of agent for service)
___________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED (1) PER SHARE (2) PRICE (2) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 PAR VALUE PER SHARE (3) 50,000 $22.3125 $1,115,625 $339
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement also includes any additional shares that may
hereafter become issuable as a result of the antidilution adjustment
provisions of the Registrant's Retirement Savings Plan (the "401(k) Plan").
(2) Determined in accordance with Rule 457(h) under the Securities Act of 1933,
the registration fee calculation is based on the average of the high and low
per share sales prices of the Registrant's Common Stock on June 24, 1997,
as reported on the Nasdaq National Market.
(3) Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
Statement also covers an indeterminate amount of interests to be offered or
sold pursuant to the 401(k) Plan.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents constituting Part I of this Registration Statement will be
sent or given to participants in the Plans as specified by Rule 428(b)(1) under
the Securities Act of 1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference into this
Registration Statement and are deemed to be a part hereof from the date of the
filing of such documents:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, as amended by Form 10-K/A, filed April 11, 1997;
(2) The information required by Form 11-K for the Retirement Savings
Plan (the "401(k) Plan"), which will be filed with the Securities Exchange
Commission for the fiscal year ended December 31, 1997;
(3) All reports filed by the Registrant or the 401(k) Plan pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") since the end of the fiscal year covered by the Registrant's 1996 Annual
Report on Form 10-K;
(4) The description of Common Stock contained in the Registrant's
Registration Statement on Form 8-A, filed under Section 12 of the Exchange Act,
including all amendments or reports filed for the purpose of updating such
description; and
(5) All other documents subsequently filed by the Registrant or the
401(k) Plan pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act
prior to the filing of a post-effective amendment to this Registration Statement
that indicates that all securities offered have been sold or that deregisters
all securities that remain unsold.
Any statement contained in a document incorporated or deemed
incorporated herein by reference shall be deemed to be modified or superseded
for the purpose of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is, or is
deemed to be, incorporated herein by reference 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.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 10 of the Bylaws of the Registrant require the Registrant, to
the fullest extent permitted or required by the Florida Business Corporations
Act ("Florida BCA"), 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 Registrant. Generally, the Florida BCA 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 Florida BCA
also provides that a person may not be indemnified nor may expenses be advanced
if a judgment or final adjudication establishes that such person's actions, or
omissions to act, were material to the cause of action so adjudicated and
constitute: (a) a violation of criminal law, unless such person had reasonable
cause to believe such person's conduct was lawful or had no reasonable cause to
believe such person's conduct was unlawful; (b) a transaction from which the
director, officer, employee or agent derived improper personal benefit; (c) an
unlawful distribution under Florida law; or (d) willful misconduct or conscious
disregard for the best interests of the corporation in a proceeding by or in the
right of the corporation to procure a judgment in its favor or in a proceeding
by or in the right of a stockholder. The right to indemnification granted in the
Registrant'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 BCA or otherwise.
The Registrant's Bylaws also provide that the Registrant may purchase
insurance on behalf of one or more of its directors, irrespective of whether the
Registrant would be obligated to indemnify or advance expenses to such director.
The Registrant has purchased insurance to protect directors, officers, employees
or other agents and the Registrant from any liability asserted against them for
acts taken or omissions occurring in their capacities as such.
According to the Florida BCA, a director is not personally liable for
monetary damages to the Registrant or any other person for any statement, vote,
decision or failure to act, regarding corporate management or policy, unless the
director breached or failed to perform his duties as a director and the
director's breach of, or failure to perform those duties constitutes: (i) a
violation of criminal law, unless the director 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 director derived improper personal benefit;
(iii) a violation of Section 607.0834 of the Florida BCA, which concerns
unlawful payment of dividends; (iv) in a proceeding by or in the right of the
corporation or a proceeding by or in the right of someone other than the
corporation or a stockholder, recklessness or an act or omission which was
committed in bad faith or with malicious purpose or in a manner exhibiting
wanton and willful disregard of human rights, safety or property.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable.
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ITEM 8. EXHIBITS
The exhibits included as part of this Registration Statement are as
follows:
Exhibit Number Description
- -------------- -----------
4.1 Certificate of Incorporation of the Registrant, as amended,
incorporated by reference to Exhibit 3.1 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1995
4.2 Bylaws of the Registrant, as amended, incorporated herein by
reference to Exhibit 3.2 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1996
23.1 Consent of Coopers & Lybrand L.L.P.
24.1 Power of Attorney (included on signature page of this
Registration State ment)
In lieu of the opinion of counsel or determination letter contemplated
by Item 601(b)(5) of Regulation S-K, the undersigned Registrant hereby
undertakes that it has submitted or will submit the 401(k) Plan and any
amendments thereto to the Internal Revenue Service ("IRS") in a timely manner,
and has made or will make all changes required by the IRS in order to qualify
such Plan under Section 401 of the Internal Revenue Code of 1986, as amended.
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) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this Registration Statement.
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(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
being 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 this
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.
(c) 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 Registrant's certificate of
incorporation, bylaws, 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.
(Signatures on following page)
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, as amended, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Jacksonville, State of
Florida, on June 27, 1997.
ACCUSTAFF INCORPORATED
(Registrant)
By: /s/ Derek E. Dewan
------------------
Derek E. Dewan
Chairman, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW BY ALL MEN BY THESE PRESENT that each person whose signature
appears below constitutes and appoints Derek E. Dewan and Michael D. Abney and
each of them (with full power in each to act alone), as his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, 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 such 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 to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their 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, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on June 27, 1997.
Signature Title
--------- -----
/s/ Derek E. Dewan Chairman, President, Chief Executive Officer
- -------------------------- and Director (principal executive officer)
Derek E. Dewan
Senior Vice President, Chief Financial Officer,
- -------------------------- Secretary, Treasurer and Director (principal
Michael D. Abney financial officer)
/s/ Robert P. Crouch Vice President and Controller (principal
- -------------------------- accounting officer)
Robert P. Crouch
/s/ Walter W. Macauley Vice Chairman and Director
- --------------------------
Walter W. Macauley
(Signatures continue on following page)
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/s/ John K. Anderson, Jr. Director
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John K. Anderson, Jr.
/s/ T. Wayne Davis Director
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T. Wayne Davis
/s/ Delores P. Kesler Director
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Delores P. Kesler
/s/ William H. Thumel, Jr. Director
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William H. Thumel, Jr.
The 401(k) Plan. Pursuant to the requirements of the Securities Act, the
AccuStaff Incorporated Retirement Savings Plan has duly caused this Registration
Statement to be signed on its behalf by the undersigned plan administrator,
thereunto duly authorized, in the City of Jacksonville, State of Florida, on
June 30, 1997.
ACCUSTAFF INCORPORATED
RETIREMENT SAVINGS PLAN
ACCUSTAFF INCORPORATED
(Plan Administrator)
By: /s/ Robert P. Crouch
----------------------------
Name: Robert P. Crouch
Title: VP & Controller
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EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
Exhibit Number Description
- -------------- -----------
4.1 Certificate of Incorporation, as amended, of the Registrant
incorporated by reference to Exhibit 3.1 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1995
4.2 Bylaws, as amended, of the Registrant incorporated herein by
reference to Exhibit 3.2 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1996
23.1 Consent of Coopers & Lybrand L.L.P.
24.1 Power of Attorney (included on signature page of this
Registration Statement)
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Exhibit 23.1
Consent of Coopers & Lybrand L.L.P.
<PAGE>
CONSENT OF COOPERS & LYBRAND L.L.P.
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 26,
1997, on our audits of the consolidated financial statements of AccuStaff
Incorporated and Subsidiaries as of December 31, 1996 and 1995, and for each of
the three years in the period ended December 31, 1996, which report is included
in the Annual Report on Form 10-K.
COOPERS & LYBRAND L.L.P.
Jacksonville, Florida
June 30, 1997
