<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 20, 1998
REGISTRATION NO. 33-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
-------------------
ROMAC INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 59-3264661
(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
120 WEST HYDE PARK PLACE, SUITE 150
TAMPA, FLORIDA 33606
(Address of principal executive offices) (Zip code)
ROMAC INTERNATIONAL, INC. NON-EMPLOYEE DIRECTOR
STOCK OPTION PLAN
(Full title of the plan)
-------------------
THOMAS M. CALCATERRA
CHIEF FINANCIAL OFFICER AND SECRETARY
ROMAC INTERNATIONAL, INC.
120 WEST HYDE PARK PLACE, SUITE 150
TAMPA, FLORIDA 33606
(Name and address of agent for service)
(813) 251-1700
(Telephone number, including area code, of agent for service)
Copies of all communications to:
MICHAEL L. JAMIESON, ESQ.
HOLLAND & KNIGHT LLP
400 NORTH ASHLEY DRIVE
SUITE 2300
TAMPA, FLORIDA 33602
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, check the following box. |X|
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities to be Amount to be offering price per aggregate offering Amount of
registered Registered unit(1) price(1) registration fee
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, par value
$0.01 per share............. 400,000 shares $25.375 $10,150,000 $2,995.00
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
The fee is calculated upon the basis of the average between the high
and low sales price for shares of common stock of the registrant as
reported on The Nasdaq Stock Market's National Market on April 15,
1998.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission by the Registrant, Romac
International, Inc., a Florida corporation (the "Registrant"), pursuant to the
Exchange Act, Commission File No. 0-26058, are incorporated by reference in this
Registration Statement:
(a) Annual Report on Form 10-K for the fiscal year ended December 31, 1997.
(b) (i) Current Report on Form 8-K, filed February 2, 1998.
(ii) Current Report on Form 8-K/A, filed February 19, 1998.
(iii) The description of the Common Stock, par value $.01 per share, of
the Registrant (the "Common Stock") contained in the Registrant's
Registration Statement on Form S-4, filed March 19, 1998, and as
amended by amendment filed March 26, 1998.
(c) All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment that indicates that all securities
offered hereby have been sold or that deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be part hereof from the date of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant is a Florida corporation. The Florida Business
Corporation Act, as amended (the "Florida Act"), provides that, in general, a
business corporation may indemnify any person who is or was a party to any
proceeding (other than an action by, or in the right of, the corporation) by
reason of the fact that he is or was a director or officer of the corporation,
against liability incurred in connection with such proceeding, including any
appeal thereof, provided certain standards are met, including that such officer
or director acted in good faith and in a manner he reasonably believed to be in,
or not opposed to, the best interests of the corporation, and provided, further
that, with respect to any criminal action or proceeding, the officer or director
had no reasonable cause to believe his conduct was unlawful. In the case of
proceedings by or in the right of the corporation, the Florida Act provides
that, in general, a corporation may indemnify any person who was or is a party
to any such proceeding by reason of the fact that he is or was a director or
officer of the corporation against expenses and amounts paid in settlement
actually and reasonably incurred in connection with the defense or settlement of
such proceeding, including any appeal thereof, provided that such person acted
in good faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the corporation, except that no indemnification shall
be made in
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respect of any claim as to which such person is adjudged liable unless a court
of competent jurisdiction determines upon application that such person is fairly
and reasonably entitled to indemnity. To the extent that any officers or
directors are successful on the merits or otherwise in the defense of any of the
proceedings described above, the Florida Act provides that the corporation is
required to indemnify such officers or directors against expenses actually and
reasonably incurred in connection therewith. However, the Florida Act further
provides that, in general, indemnification or advancement of expenses shall not
be made to or on behalf of any officer or director if a judgment or other final
adjudication establishes that his actions, or omissions to act, were material to
the cause of action so adjudicated and constitute: (i) a violation of the
criminal law, unless the director or officer had reasonable cause to believe his
conduct was lawful or had no reasonable cause to believe it was unlawful; (ii) a
transaction from which the director or officer derived an improper personal
benefit; (iii) in the case of a director, a circumstance under which the
director has voted for or assented to a distribution made in violation of the
Florida Act or the corporation's articles of incorporation; or (iv) willful
misconduct or a 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 shareholder. Article V of the
Registrant's Bylaws provides that the Registrant shall indemnify any director,
officer, employee or agent or any former director, officer, employee or agent.
The Registrant has purchased insurance with respect to, among other
things, any liabilities that may arise under the statutory provisions referred
to above.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Amended and Restated Articles of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1, filed April 28, 1995, and as
amended by amendments filed May 12, 1995, June 26, 1995, and July 19,
1995.
4.2 Amended and Restated By-Laws of the Registrant (incorporated by
reference to Exhibit 3.2 to the Registrant's Registration Statement on
Form S-1, filed April 28, 1995, and as amended by amendments filed May
12, 1995, June 26, 1995, and July 19, 1995.
4.3 Form of Stock Certificate for the Common Stock of the Registrant
(incorporated by reference to Exhibit 4.2 to the Registrant's
Registration Statement on Form S-1, filed April 28, 1995, and as
amended by amendments filed May 12, 1995, June 26, 1995, and July 19,
1995.
4.4 Romac International, Inc. Non-Employee Director Stock Option Plan.
5.1 Opinion of Holland & Knight LLP re legality of the Common Stock.
23.1 Consent of Holland & Knight LLP (included in Exhibit 5.1)
23.2 Consent of Price Waterhouse LLP.
24.1 Powers of Attorney (included on signature page).
ITEM 9. UNDERTAKINGS.
a) The undersigned registrant hereby undertakes:
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(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, 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, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions (see Item 6) or
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing 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 Tampa, State of Florida, on April 20, 1998.
ROMAC INTERNATIONAL, INC.
By: /s/ David L. Dunkel
----------------------------------
David L. Dunkel
Chief Executive Officer
KNOWN TO ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints David L. Dunkel, Thomas M.
Calcaterra, James D. Swartz and Peter Dominici, jointly and severally, his
attorneys-in-fact, each with the power of substitution, for him in any and all
capacities, to sign any and all 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, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signatures Title Date
- --------------------------------- ----------------------------------------- --------------
<S> <C> <C>
/s/ David L. Dunkel Chief Executive Officer and Director April 20, 1998
- --------------------------------- (principal executive officer)
David L. Dunkel
/s/ James D. Swartz President, Chief Operating Officer and April 20, 1998
- ---------------------------------- Director
James D. Swartz
/s/ Thomas M. Calcaterra Chief Financial Officer and Secretary April 20, 1998
- --------------------------------- (principal financial officer and principal
Thomas M. Calcaterra accounting officer)
/s/ John N. Allred Director April 20, 1998
- ---------------------------------
John N. Allred
/s/ William R. Carey, Jr. Director April 20, 1998
- ---------------------------------
William R. Carey, Jr.
/s/ Richard M. Cocchiaro Director April 20, 1998
- ---------------------------------
Richard M. Cocchiaro
/s/ Wayne D. Emigh Director April 20, 1998
- ---------------------------------
Wayne D. Emigh
/s/ Todd W. Mansfield Director April 20, 1998
- ---------------------------------
Todd W. Mansfield
/s/ Howard W. Sutter Director April 20, 1998
- ---------------------------------
Howard W. Sutter
/s/ Gordon Tunstall Director April 20, 1998
- ---------------------------------
Gordon Tunstall
/s/ Karl A. Vogeler Director April 20, 1998
- ---------------------------------
Karl A. Vogeler
</TABLE>
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<TABLE>
<CAPTION>
INDEX TO EXHIBITS
<S> <C>
4.1 Amended and Restated Articles of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1, filed April
28, 1995, and as amended by amendments filed May 12, 1995,
June 26, 1995, and July 19, 1995.
4.2 Amended and Restated By-Laws of the Registrant (incorporated
by reference to Exhibit 3.2 to the Registrant's Registration
Statement on Form S-1, filed April 28, 1995, and as amended by
amendments filed May 12, 1995, June 26, 1995, and July 19,
1995.
4.3 Form of Stock Certificate for the Common Stock of the
Registrant (incorporated by reference to Exhibit 4.2 to the
Registrant's Registration Statement on Form S-1, filed April
28, 1995, and as amended by amendments filed May 12, 1995,
June 26, 1995, and July 19, 1995.
4.4 Romac International, Inc. Non-Employee Director Stock Option
Plan.
5.1 Opinion of Holland & Knight LLP re legality of the Common
Stock.
23.1 Consent of Holland & Knight LLP (included in Exhibit 5.1)
23.2 Consent of Price Waterhouse LLP.
24.1 Powers of Attorney (included on signature page).
</TABLE>
<PAGE> 1
ROMAC INTERNATIONAL, INC.
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
1. PURPOSE. The purpose of this Non-Employee Director Stock Option Plan
(the "Plan") is to further the interests of the Company and its shareholders by
providing incentives in the form of stock option grants to Non-Employee
Directors who contribute materially to the success and profitability of the
Company. The grants will recognize and reward outstanding individual
performances and contributions and will give such persons a proprietary interest
in the Company, thus enhancing their personal interest in the Company's
continued success and progress. This program will also assist the Company in
attracting and retaining key directors. The options granted under this Plan will
be nonstatutory stock options taxed under Section 83 of the Internal Revenue
Code of 1986, as amended.
2. DEFINITIONS. The following definitions shall apply to this Plan:
(A) "AGREEMENT" means a written agreement entered into between the
Company and a Recipient which sets out the terms and restrictions of the Option
granted to the Recipient.
(B) "BOARD" means the board of directors of the Company.
(C) "CHANGE OF CONTROL" occurs when (i) any person, including a
"group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934
("1934 Act"), as amended, becomes the beneficial owner of forty percent or more
of the total number of shares entitled to vote in the election of directors of
the Board, (ii) the Company is merged into any other company or substantially
all of its assets are acquired by any other company, or (iii) three or more
directors nominated by the Board to serve as a director, each having agreed to
serve in such capacity, fail to be elected in a contested election of directors.
(D) "CODE" means the Internal Revenue Code of 1986, as amended.
(E) "COMMITTEE" means the Committee appointed by the Board in
accordance with Section 3. If no Committee is appointed, the term "Committee"
means the Board, except in those instances where the text clearly indicates
otherwise.
(F) "COMMON STOCK" means the Common Stock, par value $.01 per share
of the Company or such other class of shares or securities as to which the Plan
may be applicable pursuant to Section 11 herein.
(G) "COMPANY" means Romac International, Inc.
(H) "DATE OF GRANT" means the date on which the Option was granted.
(I) "DISPOSE OF" shall mean pledge, hypothecate, give, assign,
encumber, sell, grant an option with respect to, or otherwise transfer, to any
party whether or not such party is a shareholder of the Company.
(J) "FAIR MARKET VALUE" means the fair market value of the Common
Stock. If the Common Stock is not publicly traded on the date as of which fair
market value is being determined, the Board shall determine the fair market
value of the Shares, using such factors as the Board considers relevant, such as
the price at which recent sales have been made, the book value of the Common
Stock, and the Company's current and projected earnings. If the Common Stock is
publicly traded on the date as of which fair market value is being determined,
the fair market value is the mean between the closing bid and asked prices of
the Common Stock as reported by National Association of Securities Dealer
Automated Quotations ("NASDAQ") on that date or, if the Common Stock is listed
on a stock exchange, the mean between the high and low sales prices of the stock
on that date, as reported in The Wall Street Journal. If trading in the stock or
a price quotation does not occur on the date as of which fair market value is
being determined, the next preceding date on which the stock was traded or a
price was quoted will determine the fair market value.
<PAGE> 2
(K) "NON-EMPLOYEE DIRECTOR" means a member of the Board who is not
employed on an hourly or salaried basis by the Company or any parent or
Subsidiary of the Company that now exists or hereafter is organized or acquired
by or acquires the Company.
(L) "OPTION" means a stock option granted pursuant to the Plan.
(M) "OPTION SHAREHOLDER" means a Non-Employee Director who has
exercised his or her Option.
(N) "OPTION SHARES" means Shares issued upon the exercise of an
Option.
(O) "PLAN" means the Romac International, Inc. Non-Employee Director
Stock Option Plan, as set forth herein and as amended from time to time.
(P) "RECIPIENT" means a Non-Employee Director who receives an
Option.
(Q) "SHARE" means a share of the Common Stock, as adjusted in
accordance with Section 11 of the Plan.
(R) "SUBSIDIARY" means any corporation 50% or more of the voting
securities of which are owned directly or indirectly by the Company at any time
during the existence of this Plan.
3. ADMINISTRATION. This Plan will be administered by a Committee of two
or more directors of the Company who are serving as members of the Board during
their membership on the Committee. The Board is authorized to appoint a
successor to any Committee member who ceases to serve. The Board shall not
appoint to the Committee any person who, for at least one year prior to his
appointment to the Committee, received any grant, award, allocation of stock,
stock options, or stock appreciation rights of the Company or its affiliates,
pursuant to a discretionary grant under either this Plan or any other plan of
the Company (or its affiliates). A Committee member is ineligible to receive an
Option under this Plan during the time that he serves on the Committee. A
majority of the full Committee constitutes a quorum for purposes of
administering the Plan, and all determinations of the Committee shall be made by
a majority of the members present at a meeting at which a quorum is present or
by the unanimous, written consent of the Committee.
The Committee has the exclusive power to grant Options under this Plan,
to establish the terms of the Options granted to each Recipient, and to make all
other determinations necessary or advisable under the Plan. The Committee has
the sole and absolute discretion to determine whether the performance of an
eligible Recipient warrants an award under this Plan, and to determine the
amount of the award. The Committee has full and exclusive power to construe and
interpret this Plan, to prescribe, amend, and rescind rules and regulations
relating to this Plan, and to take all actions necessary or advisable for the
Plan's administration. The Committee, in the exercise of its powers, may correct
any defect or supply any omission, or reconcile any inconsistency in the Plan,
or in any Agreement, in the manner and to the extent it shall deem necessary or
expedient to make the Plan fully effective. In exercising this power, the
Committee may retain counsel at the expense of the Company. The Committee shall
also have the power to determine the duration and purposes of leaves of absence
which may be granted to a Recipient without constituting a termination of the
Recipient's status as a director for purposes of the Plan. Any determinations
made by the Committee will be final and binding on all persons. A member of the
Committee will not be liable for performing any act or making any determination
in good faith.
4. SHARES SUBJECT TO PLAN. Subject to the provisions of Section 11 of
the Plan, the maximum aggregate number of Shares that may be subject to Options
under the Plan shall be 400,000. Shares subject to this Plan may be authorized,
but unissued, or may be treasury shares. If an Option should expire or become
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<PAGE> 3
unexercisable for any reason without having been exercised, the unpurchased
Shares that were subject to the Option shall, unless the Plan has then
terminated, be available for other Options under the Plan.
5. RECIPIENTS. Each Non-Employee Director whom the Committee in its
sole and absolute discretion designates is eligible to receive an Option under
this Plan. The Committee's award of an Option to a Recipient in any year does
not require the Committee to award an Option to that Recipient in any other
year. Furthermore, the Committee may award different Options to different
Recipients and has full discretion to choose whether to grant Options to any
eligible Recipient. The Committee may consider such factors as it deems
pertinent in selecting Recipients and in determining the amount of their
Options, including, without limitation, (i) the financial condition of the
Company or its Subsidiaries; (ii) expected profits for the current or future
years; (iii) the contributions of a prospective Recipient to the profitability
and success of the Company or its Subsidiaries; and (iv) the adequacy of the
prospective Recipient's other compensation. Recipients may include persons to
whom stock, stock options, stock appreciation rights, or other benefits
previously were granted under this or another plan of the Company or any
Subsidiary, whether or not the previously granted benefits have been fully
exercised or vested.
6. OPTION REQUIREMENTS. Each Option granted to a Non-Employee Director
under the Plan shall contain such provisions as the Committee at the Date of
Grant shall deem appropriate. Each Option granted to a Non-Employee Director
will satisfy the following requirements:
(A) WRITTEN AGREEMENT. Each Option granted to a Non-Employee
Director will be evidenced by a written Agreement and the terms of the Agreement
need not be identical for different Recipients. The written Agreement shall
include a description of the substance of each of the requirements in this
Section 6 with respect to that particular Option and shall state that the Option
is a nonstatutory option.
(B) NUMBER OF SHARES. Each Agreement shall specify the number of
Shares that may be purchased by exercise of the Option.
(C) EXERCISE PRICE. The exercise price of each Share subject to an
Option shall equal the exercise price designated by the Committee on the
Option's Date of Grant.
(D) DURATION OF OPTION. Each Option granted to an Employee shall
expire on the tenth anniversary of its Date of Grant or, at such earlier date as
is set by the Committee in establishing the terms of the Option at grant. If the
Recipient's services as a director of the Company terminate before the
expiration date of an Option, the Options owned by the Recipient shall expire on
the earlier of the date stated in this subsection 6(d) or the date stated in
following subsections of this Section 6.
(E) VESTING OF OPTION. Each Agreement shall specify the vesting
schedule applicable to the Option. The Committee, in its sole and absolute
discretion, may accelerate the vesting of any Option at any time.
(F) DEATH. In the case of the death of a Recipient, the Option shall
expire on the one-year anniversary of the Recipient's death, or if earlier, the
date specified in subsection 6(d) above. During the one-year period following
the Recipient's death, the Option may be exercised for one hundred percent
(100%) of the Shares subject to the Option notwithstanding the vesting
requirements of subsection 6(e) above.
(G) DISABILITY. In the case of the total and permanent disability of
a Recipient and a resulting termination of the Recipient's services as a
director of the Company, the Option shall expire on the one-year anniversary of
the Recipient's last day of service as a director of the Company, or, if
earlier, the date specified in subsection 6(d) above. During the one-year period
following the Recipient's termination of services as a director of the Company
by reason of disability, the Option may be exercised for one hundred percent
(100%) of the Shares subject to the Option notwithstanding the vesting
requirements of subsection (e) above.
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<PAGE> 4
(H) TERMINATION OF SERVICE AS A DIRECTOR. If the Non-Employee
Director's services as a director of the Company are terminated for any reason
other than death or disability, all Options held by the Non- Employee Director
shall expire ninety (90) days after termination of the Non-Employee Director's
services as a director of the Company. During such ninety (90) day period, the
Option may be exercised only for the number of Shares for which it could have
been exercised on the termination date, subject to any adjustment under Section
11 herein.
(I) CHANGE OF CONTROL. If a Change of Control occurs, the Board may
vote to "cash out" and immediately terminate all Options outstanding under the
Plan as of the date of the Change of Control or may vote to accelerate the
expiration of the Options to the 10th day after the effective date of the Change
of Control. If the Board votes to cash out or accelerate Options, then all
Options outstanding on the date of Change of Control shall be immediately one
hundred percent (100%) vested as of such date. If the Board votes to cash out
and immediately terminate the Options, it shall extend a cash payment to the
Recipient equal to the difference between the Exercise Price and the Fair Market
Value of the Shares that would have been subject to the terminated Option on the
date of the Change of Control.
(J) CONDITIONS REQUIRED FOR EXERCISE. Options granted to
Non-Employee Directors under the Plan shall be exercisable only to the extent
they are vested as described in subsection (e) above. In addition, each Option
issued under the Plan is exercisable only if the issuance of Shares pursuant to
the exercise would be in compliance with applicable securities laws, as
contemplated by Section 9 of the Plan. Each Agreement shall specify any
additional conditions required for the exercise of the Option.
(K) METHOD OF EXERCISE. An Option granted under this Plan shall be
deemed exercised when the Non-Employee Director entitled to exercise the Option
(1) delivers written notice to the President of the Company (or his delegate, in
his absence) of the decision to exercise, (2) concurrently tenders to the
Company full payment for the Shares to be purchased pursuant to the exercise,
and (3) complies with such other reasonable requirements as the Committee
establishes pursuant to Section 9 of the Plan. Payment for Shares with respect
to which an Option is exercised may be made in cash, or by certified check or
wholly or partially in the form of Common Stock having a Fair Market Value equal
to the exercise price. No person will have the rights of a shareholder with
respect to Shares subject to an Option granted under this Plan until a
certificate or certificates for the Shares have been delivered to him. An Option
granted under this Plan may not be exercised in increments of less than one
hundred (100) Shares, or, if less, one hundred percent (100%) of the full number
of Shares as to which it can be exercised. A partial exercise of an Option will
not affect the holder's right to exercise the Option from time to time in
accordance with this Plan as to the remaining Shares subject to the Option.
7. LOAN FROM COMPANY TO EXERCISE OPTION. The Committee may, in its
discretion and subject to the requirements of applicable law, recommend to the
Company that it loan the Recipient the funds needed by the Recipient to exercise
the Option. The Recipient shall make application to the Company for the loan,
completing the forms and providing the information required by the Company. The
loan shall be secured by such collateral as the Company may require, subject to
its underwriting requirements and the requirements of applicable law. The
Recipient shall execute a Promissory Note and any other documents deemed
necessary by the Committee.
8. DESIGNATION OF BENEFICIARY. Each Recipient shall designate in the
Agreement he executes, a beneficiary to receive Options awarded hereunder in the
event of his death prior to full exercise of such Options; provided, however,
that if no such beneficiary is designated or if the beneficiary so designated
does not survive the Recipient, the estate of such Recipient shall be deemed to
be his beneficiary. Recipients may, by written notice to the Committee, change
the beneficiary designated in any outstanding Agreements.
9. TAXES; COMPLIANCE WITH LAW; APPROVAL OF REGULATORY BODIES. The
Company shall have the right to withhold from payments otherwise due and owing
to the Recipient (or his beneficiary) and/or to require the Recipient (or his
beneficiary) to remit to the Company in cash upon demand an amount sufficient to
satisfy any
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<PAGE> 5
federal (including FICA and FUTA amounts), state, and/or local withholding tax
requirements at the time the Recipient (or his beneficiary) recognizes income
for federal, state, and/or local tax purposes as the result of the receipt of
Shares pursuant to the Plan as a condition to the issuance of Shares upon Option
exercise (whether to the Recipient or to his beneficiary).
Options are exercisable, and Shares can be delivered under this Plan,
only in compliance with all applicable federal and state laws and regulations,
including, without limitation, state and federal securities laws, and the rules
of all stock exchanges on which the Company's stock is listed at any time. An
Option is exercisable only if either (a) a registration statement pertaining to
the Shares to be issued upon exercise of the Option has been filed with the
Securities and Exchange Commission and remains effective on the date of
exercise, or (b) an exemption from the registration requirements of applicable
securities laws is available. This Plan does not require the Company, however,
to file such a registration statement or to assure the availability of such
exemptions. Any certificate issued to evidence Shares issued under the Plan may
bear such legends and statements, and shall be subject to such transfer
restrictions, as the Committee deems advisable to assure compliance with federal
and state laws and regulations and with the requirements of this Section. Each
Option may not be exercised, and Shares may not be issued under this Plan, until
the Company has obtained the consent or approval of every regulatory body,
federal or state, having jurisdiction over such matters as the Committee deems
advisable.
Each person who acquires the right to exercise an Option by bequest or
inheritance may be required by the Committee to furnish reasonable evidence of
ownership of the Option as a condition to his exercise of the Option. In
addition, the Committee may require such consents and releases of taxing
authorities as the Committee deems advisable.
With respect to persons subject to Section 16 of the 1934 Act,
transactions under this Plan are intended to comply with all applicable
conditions of Rule 16b-3 under the 1934 Act or its successor under the 1934 Act.
To the extent any provision of the Plan, or action by the Plan administrators
fails to so comply, it shall be deemed null and void, to the extent permitted by
law and deemed advisable by the Plan administrators.
10. ASSIGNABILITY. An Option granted under this Plan is not
transferable except by will or the laws of descent and distribution. During the
lifetime of a Recipient, all rights of the Options are exercisable only by the
Recipient.
11. ADJUSTMENT UPON CHANGE OF SHARES. If a reorganization, merger,
consolidation, reclassification, recapitalization, combination or exchange of
shares, stock split, stock dividend, rights offering, or other expansion or
contraction of the Common Stock of the Company occurs, the number and class of
Shares for which Options are authorized to be granted under this Plan, the
number and class of Shares then subject to Options previously granted to
Non-Employee Directors under this Plan, and the price per Share payable upon
exercise of each Option outstanding under this Plan shall be equitably adjusted
by the Committee to reflect such changes. To the extent deemed equitable and
appropriate by the Board, subject to any required action by stockholders, in any
merger, consolidation, reorganization, liquidation or dissolution, any Option
granted under the Plan shall pertain to the securities and other property to
which a holder of the number of Shares of stock covered by the Option would have
been entitled to receive in connection with such event.
12. LIABILITY OF THE COMPANY. The Company, its parent, and any
Subsidiary that is in existence or hereafter comes into existence shall not be
liable to any person for any tax consequences expected but not realized by a
Recipient or other person due to the exercise of an Option.
13. AMENDMENT AND TERMINATION OF PLAN. The Board may alter, amend, or
terminate this Plan at any time and from time to time; provided, however, that
without the approval of the shareholders of the Company, no amendment by the
Board shall:
5
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(A) increase the aggregate number of Shares that may be delivered
upon the exercise of Options granted under the Plan, or
(B) otherwise be made if shareholder approval is required to satisfy
the requirements of Rule 16b-3 under the 1934 Act or its successor under the
1934 Act.
Any amendment, whether with or without the approval of shareholders,
that alters the terms or provisions of an Option granted before the amendment
(unless the alteration is expressly permitted under this Plan) will be effective
only with the consent of the Recipient to whom the Option was granted or the
holder currently entitled to exercise it.
14. EXPENSES OF PLAN. The Company shall bear the expenses of
administering the Plan.
15. DURATION OF PLAN. Options may be granted under this Plan only
during the ten (10) years immediately following the effective date of this Plan.
16. APPLICABLE LAW. The validity, interpretation, and enforcement
of this Plan are governed in all respects by the laws of Florida and the United
States of America.
17. EFFECTIVE DATE. The effective date of this Plan shall be the
earlier of (i) the date on which the Board adopts the Plan or (ii) the date on
which the shareholders of the Company approve the Plan.
Adopted by the Board of Directors on
October 20, 1995.
Approved by the Shareholders on
April 19, 1996.
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April 20, 1998
Romac International, Inc.
120 West Hyde Park Place
Suite 150
Tampa, Florida 33604
Re: Registration Statement on Form S-8
Gentlemen:
We refer to the Registration Statement (the "Registration Statement")
on Form S-8 filed today by Romac International, Inc. (the "Company") with the
Securities and Exchange Commission, for the purpose of registering under the
Securities Act of 1933 an aggregate of 400,000 shares (the "Shares") of the
authorized common stock, par value $.01 per share, of the Company being offered
to certain directors of the Company pursuant to the Company's Non-Employee
Director Stock Option Plan (the "Plan").
In connection with the foregoing registration, we have acted as counsel
for the Company and have examined originals, or copies certified to our
satisfaction, of such corporate records of the Company, certificates of public
officials, and representatives of the Company, and other documents as we deemed
necessary to deliver the opinion expressed below.
Based upon the foregoing, and having regard for legal considerations
that we deem relevant, it is our opinion that the Shares will be, when and if
issued in accordance with the exercise of options granted under the Plan, duly
authorized, validly issued, and fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
HOLLAND & KNIGHT LLP
/s/ Holland & Knight LLP
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Romac International, Inc. of our report dated
February 25, 1998 appearing in the Annual Report on Form 10-K for the year
ended December 31, 1997. We also consent to the incorporation by reference of
our report on the Financial Statement Schedule, which appears in this Form 10-K.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Tampa, FL
April 20, 1998
