<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 6, 1998
REGISTRATION NO. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
ACCUSTAFF INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
----------------
FLORIDA 59-3116655
(STATE OR OTHER (I.R.S. EMPLOYER
JURISDICTION OF IDENTIFICATION NUMBER)
INCORPORATION OR MARC M. MAYO, ESQ.
ORGANIZATION) SENIOR VICE PRESIDENT
ONE INDEPENDENT DRIVE AND GENERAL COUNSEL
JACKSONVILLE, FL 32202 ONE INDEPENDENT DRIVE
904-360-2000 JACKSONVILLE, FL 32202
(ADDRESS, INCLUDING ZIP 904-360-2000
CODE, AND TELEPHONE (NAME, ADDRESS, INCLUDING
NUMBER, INCLUDING AREA ZIP CODE,
CODE, OF REGISTRANT'S AND TELEPHONE NUMBER,
PRINCIPAL EXECUTIVE INCLUDING AREA
OFFICES) CODE, OF AGENT FOR
SERVICE)
----------------
COPIES TO:
MICHAEL B. KIRWAN, ESQ.
LEBOEUF, LAMB, GREENE & MACRAE, L.L.P.
50 N. LAURA ST., SUITE 2800
JACKSONVILLE, FL 32202
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time after the effective date of this registration statement.
----------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
----------------
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED
MAXIMUM PROPOSED
AMOUNT AGGREGATE MAXIMUM AMOUNT OF
TITLE OF SHARES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) FEE
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par
value per 2,423,620
share................. shares $34.38 $83,324,055 $24,580.60
</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 March 31,
1998, as reported on the New York Stock Exchange.
----------------
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 APRIL 6, 1998
PROSPECTUS
2,423,620 SHARES
ACCUSTAFF INCORPORATED
COMMON STOCK
This prospectus relates to 2,423,620 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 Office Specialists, Inc. and
Schwab-Carrese Associates, Inc. See "Selling Shareholders". 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".
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 one or more exchanges including the New York Stock Exchange or such
other national securities exchange or automated interdealer quotation system
on which shares of the 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".
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 April , 1998, the last sales
price for the shares of Common Stock as reported by NYSE was $ 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 , 1998
<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 Commission's Public Reference Room, Judiciary
Plaza, 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 is listed on the NYSE under the symbol
"ASI," and 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, 1997;
(2) 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.
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 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, One Independent Drive, Jacksonville, Florida 32202, telephone
number (904) 360-2000.
2
<PAGE>
THE COMPANY
The Company is a global provider of business services, including consulting,
training, outplacement, outsourcing and strategic staffing services to
businesses, professional and service organizations and governmental agencies
through a network of over 1,000 offices including 600 Company-owned, 83
franchised and 375 associated offices throughout the United States, United
Kingdom, Europe, Canada, and Latin America. The Company's business is
comprised of six divisions, Information Technology, Professional Services,
Commercial, Teleservices, Health Care and Private Label. The Company's
revenues are primarily from the United States, as the Company's global
expansion began during 1997 through a series of acquisitions.
The Company is incorporated under the laws of the State of Florida. The
address and telephone number of its principal executive offices are One
Independent Drive, Jacksonville, Florida, 32202, telephone number (904) 360-
2000.
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 SHARES
BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR TO BEING OWNED
SELLING SHAREHOLDER OFFERING(1)(2) OFFERED AFTER OFFERING(2)
------------------- -------------- --------- -----------------
<S> <C> <C> <C>
Richard A. Koplow(3)................ 967,212 258,705 708,507
Florence Koplow(4).................. 786,207 258,705 527,502
Lawrence E. Derito(5)............... 249,561 98,000 151,561
Douglas N. Koplow(6)................ 8,201 8,201 0
Robert M. Whalen(7)................. 38,634 38,634 0
Patricia McDonough(8)............... 32,635 32,635 0
Brent Road Limited Partnership(9)... 181,005 102,353 78,652
The Lexington Trust, dated December
24, 1985(10)....................... 168,098 95,009 73,089
The Concord Trust, dated December
28, 1985(11)....................... 168,098 95,009 73,089
AnnaMarie B. Phillips(12)........... 5,271 5,271 0
Francis P. Carrese(13).............. 105,420 105,420 0
James K. Schwab(14)................. 105,420 105,420 0
Ronald W. Grant(15)................. 47,439 47,439 0
Bear, Stearns International Limited. 1,172,819 1,172,819 0
--------- --------- ---------
Total............................. 4,036,020 2,423,620 1,612,400
</TABLE>
3
<PAGE>
- --------
(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, except that, prior to this
offering, Bear, Stearns International Limited beneficially owns 1.12% of
the total number of shares of Common Stock outstanding.
(3) Mr. Koplow served as Chairman of the Board and Treasurer of Office
Specialists, Inc. prior to its acquisition by the Company. Includes (i)
546,778 shares (146,178 shares after the offering) beneficially owned as
co-trustee of two trusts for the benefit of Mr. Koplow's children and
(ii) 294,652 shares (78,652 shares after the offering) beneficially owned
as the general partner of a partnership, the limited partner of which is
one of Mr. Koplow's minor children. Does not include 714,306 shares
(191,306 shares after the offering) held by Mr. Koplow's wife, Florence
Koplow. Mr. Koplow disclaims beneficial ownership of all such shares.
(4) Mrs. Koplow served as Secretary and Director of Office Specialists, Inc.
prior to its acquisition by the Company. Includes 546,778 shares (146,178
shares after the offering) beneficially owned as co-trustee of two trusts
for the benefit of Mrs. Koplow's children. Does not include 714,306
shares (191,306 shares after the offering) held by Mrs. Koplow's husband,
Richard A. Koplow.
(5) Mr. Derito serves as President of Office Specialists, Inc. and previously
served as Chief Executive Officer, President and Vice Chairman of the
Board of Office Specialists, Inc. prior to its acquisition by the
Company.
(6) Mr. Koplow is the son of Richard and Florence Koplow.
(7) Mr. Whalen served as President and Director of Office Specialists, Inc.
from 1995 until 1997.
(8) Ms. McDonough served as Senior Vice President of Office Specialists, Inc.
prior to its acquisition by the Company.
(9) The Brent Road Limited Partnership is a limited partnership of which
Richard A. Koplow is the general partner and one of Mr. Koplow's minor
children is the limited partner.
(10) The Lexington Trust is a trust for the benefit of Richard and Florence
Koplow's children, of which Richard and Florence Koplow are the co-
trustees.
(11) The Concord Trust is a trust for the benefit of Richard and Florence
Koplow's children, of which Richard and Florence Koplow are the co-
trustees.
(12) Ms. Phillips serves as an employee of Schwab-Carrese Associates, Inc., a
wholly owned subsidiary of the Company, and previously served as Senior
Vice President and Managing Director of Schwab-Carrese Associates, Inc.
prior to its acquisition by the Company.
(13) Mr. Carrese serves as an employee of Schwab-Carrese Associates, Inc., a
wholly owned subsidiary of the Company, and previously served as
Secretary/Treasurer of Schwab-Carrese Associates, Inc. prior to its
acquisition by the Company.
(14) Mr. Schwab serves as Chief Executive Officer and President of Manchester,
Inc., a wholly owned subsidiary of the Company, and previously served as
President of Schwab-Carrese Associates, Inc. prior to its acquisition by
the Company.
(15) Mr. Grant serves as an employee of Schwab-Carrese Associates, Inc., a
wholly owned subsidiary of the Company, and previously served as
Executive Vice President of Schwab-Carrese Associates, Inc. prior to its
acquisition by the Company.
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 one or more exchanges including the New York Stock Exchange or such
other national securities exchange or automated interdealer quotation system
on which shares of the 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. From time to time the
Selling Stockholders may engage in short sales, short sales versus the box,
puts and calls, contracts for future sale, and other transactions in
securities of the Company or derivatives thereof, and may sell and deliver the
Shares in connection therewith. 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 LeBoeuf, Lamb, Greene & MacRae, L.L.P., Jacksonville, Florida,
counsel to the Company.
EXPERTS
The consolidated balance sheets as of December 31, 1997 and 1996 and the
consolidated statements of income, retained earnings, and cash flows for each
of the three years in the period ended December 31, 1997, incorporated by
reference in this prospectus, have been incorporated herein in reliance upon
the report of Coopers & Lybrand L.L.P., independent accountants, given on the
authority of that firm as experts in accounting and auditing.
5
<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 SHARE-
HOLDERS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT INFORMATION
CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF. 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 SO-
LICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH OFFER OR SO-
LICITATION 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....................................................... 3
PLAN OF DISTRIBUTION....................................................... 5
LEGAL OPINIONS............................................................. 5
EXPERTS.................................................................... 6
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
2,423,620 SHARES
ACCUSTAFF
INCORPORATED
COMMON STOCK
----------------
P R O S P E C T U S
----------------
, 1998
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
Registration fee to SEC.......................................... $24,580
Accounting fees and expenses..................................... 10,000
Legal fees and expenses.......................................... 10,000
Miscellaneous expenses........................................... 10,000
-------
Total.......................................................... $54,580
=======
</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 Bylaws of the Registrant require the Registrant, to the
fullest extent permitted or required by the Florida Business Corporation Act
(the "FBCA"), 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.
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.
Section 607.0850(1) of the Florida Business Corporation Act (the "FBCA")
empowers a corporation to indemnify any person who was or is a party to any
proceeding (other than an action by or in the right of the corporation) by
reason of the fact that he or she is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of the corporation or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against liability incurred in connection with such
proceeding (including any appeal thereof) if 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.
Section 607.0850(2) of the FBCA empowers a corporation to indemnify any
person who was or is a party to any proceeding by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth in the preceding paragraph,
against expenses and amounts paid in settlement not exceeding, in the judgment
of the board of directors, the estimated expenses of litigating the proceeding
including appeals, provided that the person acted under the standards set
forth in the preceding paragraph. However, no indemnification may be made for
any claim, issue or matter as to which such person is adjudged to be liable
unless, and only to the extent that, the court in which such proceeding was
brought, or any other court of competent jurisdiction, determines upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses that the court deems proper.
II-1
<PAGE>
Section 607.0850(3) of the FBCA provides that to the extent a director,
officer, employee or agent of a corporation has been successful on the merits
or otherwise in the defense of any proceeding referred to in subsections (1)
and (2) of Section 607.0850 or in the defense of any claim, issue or matter
therein, he or she shall be indemnified against expenses actually and
reasonably incurred by him or her in connection therewith.
Section 607.0850(4) provides that any indemnification under subsections (1)
and (2) of Section 607.0850, unless determined by a court, shall be made by
the corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances because he or she has met the applicable standard of conduct
set forth in subsections (1) and (2) of Section 607.0850. Such determination
shall be made:
(a) by the board of directors by a majority vote of a quorum consisting
of directors who were not parties to such proceeding;
(b) if such a quorum is not obtainable, or, even if obtainable, by a
majority vote of a committee duly designated by the board of directors (in
which directors who are parties may participate) consisting solely of two
or more directors not at the time parties to the proceeding;
(c) by independent legal counsel:
(1) selected by the board of directors as prescribed in paragraph (a)
or a committee selected as prescribed in paragraph (b); or
(2) if no quorum of directors can be obtained under paragraph (a) no
committee can be designated under paragraph (b), by a majority vote of
the full board of directors (in which directors who are parties may
participate); or
(d) by the shareholders by a majority vote of a quorum of shareholders
who were not parties to such proceedings or if no quorum is obtainable, by
a majority vote of shareholders who were not parties to such proceeding.
Expenses incurred by a director or officer in defending a civil or criminal
proceeding may be paid by the corporation in advance of the final disposition
thereof upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it is ultimately determined that such director
or officer is not entitled to indemnification under Section 607.0850.
Section 607.0850(7) of the FBCA states that indemnification and advancement
of expenses are not exclusive and empowers the corporation to make any other
further indemnification or advancement of expenses of its directors, officers,
employees or agents under any bylaw, agreement, vote of shareholders or
disinterested directors or otherwise, for actions in an official capacity and
in other capacities while holding an office. However, a corporation cannot
indemnify or advance expenses if a judgment or other final adjudication
establishes that the actions of the director, officer, employee or agent (a)
violated criminal law, unless the director, officer, employee or agent had
reasonable cause to believe his or her conduct was lawful or had no reasonable
cause to believe his or her conduct was unlawful, (b) derived an improper
personal benefit from such transaction, (c) was or is a director in a
circumstance where the liability under Section 607.0834 of the FBCA (relating
to unlawful distributions) applies, or (d) engages in willful misconduct or
conscious disregard for the best interests of the corporation in a proceeding
by or in right of the corporation to procure a judgment in its favor or in a
proceeding by or in right of a shareholder.
Section 607.0850(9) of the FBCA permits any director, officer, employee or
agent who is or was a party to a proceeding to apply for indemnification or
advancement of expenses to any court of competent jurisdiction. Section
607.0850(12) of the FBCA permits a corporation to purchase and maintain
insurance for a director, officer, employee or agent against any liability
incurred in his or her official capacity or arising out of his or her status
as such regardless of the corporation's power to indemnify him or her against
such liability under this section.
II-2
<PAGE>
According to Section 607.0831 of the FBCA, 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 FBCA,
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 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following exhibits are filed as part of this Registration Statement:
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
4.1 Articles 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 LeBoeuf, Lamb, Greene & MacRae, L.L.P.
23.1 Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. (included in Exhibit
5.1).
23.2 Consent of Coopers & Lybrand L.L.P.
24.1 Power of Attorney (included as part of the signature page hereto)
</TABLE>
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 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 (1)(i) and (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.
II-3
<PAGE>
Provided, however, That paragraphs (1)(i) and (1)(ii) 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 section 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.
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 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 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
Jacksonville, Florida, on March 18, 1998.
ACCUSTAFF INCORPORATED
/s/ Derek E. Dewan
By:____________________________________
Name: Derek E. Dewan
Title: 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 indicated on March 18, 1998.
<TABLE>
<S> <C>
</TABLE>
SIGNATURE TITLE
/s/ Derek E. Dewan Chairman, President, Chief
- ----------------------------------- Executive Officer and
Derek E. Dewan Director (principal
executive officer)
/s/ Michael D. Abney Senior Vice President, Chief
- ----------------------------------- Financial Officer,
Michael D. Abney Secretary, Treasurer and
Director (principal
financial officer)
/s/ Robert P. Crouch Vice President and
- ----------------------------------- Controller (principal
Robert P. Crouch accounting officer)
/s/John K. Anderson, Jr. Director
- -----------------------------------
John K. Anderson, Jr.
/s/ T. Wayne Davis Director
- -----------------------------------
T. Wayne Davis
/s/ Daniel M. Doyle Director
- -----------------------------------
Daniel M. Doyle
/s/ Peter J. Tanous Director
- -----------------------------------
Peter J. Tanous
II-5
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
4.1 Articles 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 LeBoeuf, Lamb, Greene & MacRae, L.L.P.
23.1 Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. (included in
Exhibit 5.1).
23.2 Consent of Coopers & Lybrand L.L.P.
24.1 Power of Attorney (included as part of the signature page
hereto).
<PAGE>
Exhibit 5
OPINION OF COUNSEL
LEBOEUF, LAMB, GREENE & MACRAE, L.L.P.
A LIMITED LIABILITY PARTNERSHIP INCLUDING
PROFESSIONAL CORPORATIONS
50 N. LAURA STREET
SUITE 2800
JACKSONVILLE, FL 32202-3650
(904) 354-8000
FACSIMILE: (904) 353-1673
April 3, 1998
AccuStaff Incorporated
One Independent Drive
Jacksonville, FL 32202
Ladies and Gentlemen:
We have acted as counsel to AccuStaff Incorporated, a Florida corporation
(the "Company"), in connection with the Registration Statement on Form S-3 (the
"Registration Statement") being filed by the Company with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the offer and sale of 2,423,620 issued and
outstanding shares (the "Shares") of the Company's common stock, par value $0.01
per share, which are being offered for the account of certain selling
shareholders (the "Selling Shareholders"). All of the Shares were acquired by
the Selling Shareholders from the Company in connection with the acquisition by
the Company of Office Specialists, Inc. and Schwab-Carrese Associates, Inc. The
Company will not receive any proceeds from the sale of the Shares.
We have examined such documents, corporate records and other instruments,
and have made such other and further investigations as we have deemed relevant
and necessary for the purposes of this opinion. We have assumed, without
inquiry, the authenticity of all documents submitted to us as originals, the
genuineness of all signatures, the legal capacity of all natural persons and the
conformity with authentic original documents of any copies thereof submitted to
us for our examination.
Based upon the foregoing, and subject to the qualifications stated herein,
we are of the opinion that:
1. The Company has been incorporated under the laws of the State of Florida
and the Company's status is active.
<PAGE>
AccuStaff Incorporated
April 3, 1998
Page 2
2. The Shares have been legally issued, and are fully paid and
non-assessable.
The opinions rendered herein are limited to the laws of the State of
Florida and the Federal laws of the United States.
This opinion is being delivered in connection with the Registration
Statement and, accordingly, may not be used for any other purpose without our
prior written consent. We assume no obligation to update or supplement this
opinion to reflect any facts or circumstances that may hereafter come to our
attention with respect to the opinions expressed above, including any changes in
applicable law that may hereafter occur.
We hereby consent to the use of our name in the Registration Statement as
counsel who will pass upon the legality of the Shares and as having prepared
this opinion, and to the use of this opinion as an exhibit to the Registration
Statement. We also consent to the use of our name as counsel for the Company and
to any references to this firm in the prospectus that constitutes part of the
Registration Statement.
In giving this consent, we do not hereby admit that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act or the rules or regulations of the Securities and Exchange Commission
promulgated thereunder.
Very truly yours,
/s/ LeBoeuf, Lamb, Greene & MacRae, L.L.P.
<PAGE>
EXHIBIT 23.2
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-3 of our report dated March 20, 1998, on our
audits of the consolidated financial statements of AccuStaff Incorporated as of
December 31, 1997 and 1996, and for each of the three years in the period ended
December 31, 1997, which report is included in this Annual Report on Form 10-K.
We also consent to the reference to our firm under the caption "Experts."
/s/ Coopers & Lybrand L.L.P.
Jacksonville, Florida
April 6, 1998
